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A N N U A L
R E P O R T
23
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
AUDITOR
PricewaterhouseCoopers
2 Riverside Quay
Southbank Victoria 3006 Australia
SOLICITORS
HWL Ebsworth
Level 26, 530 Collins Street
Melbourne Victoria 3000 Australia
O’Reilly Legal & Governance Pty Ltd
Maning Avenue,
Sandy Bay, Tasmania, 7005 Australia
BANKERS
Australia and New Zealand Banking Group
Bendigo Bank
STOCK EXCHANGE LISTING
TasFoods Limited shares are listed on the Australian
Securities Exchange, ticker: TFL
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CORPORATE DIRECTORY
BOARD OF DIRECTORS
John Murphy
Independent Non-Executive Chair
Ben Swain
Non-Executive Director
John O’Hara
Independent Non-Executive Director
COMPANY SECRETARY
Joshua Fletcher
REGISTERED OFFICE
52-54 Tamar Street
Launceston Tasmania 7250 Australia
Telephone:
Facsimile:
Website:
+ 61 3 6331 6983
+ 61 3 6256 9251
www.tasfoods.com.au
POSTAL ADDRESS
PO Box 425
Launceston Tasmania 7250 Australia
SHARE REGISTRY
Link Market Services
Level 12, 680 George Street
Sydney New South Wales 2000 Australia
Telephone:
Facsimile:
+ 61 2 8280 7100
+ 61 2 9287 0303
TasFoods Limited
ACN 084 800 902
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
IFC
06
10
18
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23
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50
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CONTENT
Corporate Directory
Chairman & CEO's Report
Operating & Financial Review
2024 Outlook
Risk
Board of Directors
Executive Team
Directors’ Report
Financial Report
• Consolidated Statement of Profit or Loss
and Other Comprehensive Income
51
• Consolidated Statement of Financial Position 52
• Consolidated Statement of Changes In Equity 53
• Consolidated Statement of Cash Flows
54
• Note to and Forming Part of the
Financial Statements
• Directors’ Declaration
• Independent Auditor’s Report
Shareholder Information
55
92
93
98
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
OUR
BRAND
PORTFOLIO
OUR BRANDS
EMBODY AUTHENTIC
PROVENANCE THAT
REFLECTS THE ESSENCE
OF PREMIUM TASMANIAN
PRODUCTS. OUR
DIVERSIFIED CUSTOMER
BASE ENABLES US TO
DELIVER THE ESSENCE
OF TASMANIA TO WHERE
CONSUMERS CHOOSE
TO SHOP.
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LUXURY
Brand that reflects artisan provenance
and Tasmanian heritage, targeted at
food lovers seeking authenticity.
PREMIUM
Brand that reflect us a leader in the industry for
quality, sustainability and animal welfare. Targeted
at pet owners who want 100% premium Tasmanian
chicken as a healthy treat for their dog or cat.
EVERYDAY LUXURY
Delivering brands that provides a piece of
Tasmanian indulgence for everyday life, targeted
at the online sales and corporate gifting markets.
MAINSTREAM / VALUE
Brands that support loyal customers
with local products providing profitable
volume to underpin the operations.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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CHAIRMAN & CEO’S
REPORT
JOHN MURPHY
NON-EXECUTIVE
CHAIRMAN
SCOTT HADLEY
CHIEF EXECUTIVE
OFFICER
ON BEHALF OF THE BOARD OF
DIRECTORS AND THE MANAGEMENT OF
TASFOODS LTD, WE PRESENT TO YOU
THE ANNUAL REPORT FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2023.
2023 has been a year of significant transformation
with TasFoods completing the most extensive
corporate restructuring programme since its
inception to reposition the business to deliver
superior returns to shareholders. During the
year we completed the following initiatives;
n Sale of the Shima Wasabi business to
Hillwood Berries Tas Pty Ltd in June;
n Completion and settlement of the divestment
of Betta Milk and Meander Valley Dairy business
to Bega Cheese Limited in December;
n Launch of the Isle & Sky Pet
Treats brand in October;
“
2023 HAS BEEN A YEAR OF SIGNIFICANT
TRANSFORMATION WITH TASFOODS
COMPLETING THE MOST EXTENSIVE
CORPORATE RESTRUCTURING
PROGRAMME SINCE ITS INCEPTION TO
REPOSITION THE BUSINESS TO DELIVER
SUPERIOR RETURNS TO SHAREHOLDERS.
n Repayment of all term debt and overdraft
facilities with ANZ Bank in December;
n Acquisition of Redbank Poultry, a chicken
broiler and breeder business in North-West
Tasmania that secures the supply-chain for our
Nichols Poultry division in December; and
n Completion of a significant corporate restructure
to right-size the support office in line with the
new TasFoods operating model going forward.
During the year, we saw consumer spending
significantly impacted by macroeconomic factors of
rising inflation and interest rates. Household budgets
were tightened and consumers actively looked for
value in their everyday purchases, particularly in the
grocery channel. This was particularly noticeable
in the categories that TasFoods operates where
value offerings continue to grow at the expense of
premium brands, in addition to channel switching
from independent local operators to major national
chains. Despite these structural challenges,
TasFoods achieved a strong revenue result and if
not for the significant divestments throughout the
year, would have seen significantly more revenue
growth. The remaining divisions of Nichols Poultry
and Pyengana Dairy both recorded revenue growth
of 15.5% and 7.2% respectively, highlighting the
strength of these divisions moving forward.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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CHAIRMAN & CEO’S
REPORT, CONT.
Following the restructure, TasFoods is now largely
a poultry-focussed business, with the Company’s
sales mix is now heavily weighted to core consumer
consumption patterns. The activity undertaken in
2023 was the culmination of 18 months work to
right-size the Company to be in a much improved
position to be sustainable going forward. We were
able to achieve robust valuations for each of the
divested businesses and whilst these business units
no longer fit the Company’s strategic focus, we look
forward to following the success of Shima, Betta
Milk and Meander Valley with their new custodians.
FINANCIAL PERFORMANCE
Management has worked hard to position Nichols
Poultry as a highly attractive proposition in the
affordable premium range of the poultry market and
to further establish Pyengana Dairy as Australia’s
(and in the future, the World's), best cheddar cheese.
We are actively reviewing and implementing further
initiatives that will deliver and underpin a business
model to deliver more consistent results. The
acquisition of Redbank Poultry was an important
step towards this objective, and we are focused
on delivering an improved and more sustainable
financial performance for the Nichols Poultry
and Pyengana Dairy divisions going forward.
FY 2023
FY 2022
Dairy
$’000
Poultry
$’000
Horticulture
$’000
Shared
Services
$’000
Total
$’000
Dairy
$’000
Poultry
$’000
Horticulture
$’000
Shared
Services
$’000
Total
$’000
Change
$’000
Change
%
Revenue
28,526
46,011
211
160
74,908
31,213
39,816
423
120
71,572
3,336
4.7%
(28,078)
(44,300)
(284)
(6,882)
(79,544)
(29,738)
(41,325)
(518)
(7,338)
(78,918)
(626)
0.8%
(73)
(6,721)
(4,636)
1,475
(1,509)
(94)
(7,218)
(7,346)
2,710
36.9%
447
28%
-
1,711
24%
243
39%
33%
26%
29%
-
-
243
18%
298
-
-
-
59%
77
-
-
-
-
-
-
22%
0.04
17.5%
375
-
(6,835)
Sale of Assets
7,112
(100)
(1,043)
(5)
5,964
Impairment
Expense
-
-
-
-
-
(3,925)
(2,910)
EBITDA
7.559
1,854
1,854
(6,726)
1,571
(2,449)
(4,419)
(94)
(7,218)
(14,181)
15,752
111.1%
NPAT
(987)
(16,478)
15,491
94.0%
*The FY23 and FY22 information is a combination of continuing and discontinuing operations. Dairy and Horticulture includes results for the period entities were controlled during the year.
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Operating
Expenditure
Operating
EBITDA
GP Margin
Movement
in Fair Value
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CHAIRMAN & CEO’S
REPORT, CONT.
After the corporate activity of 2023, TasFoods
Capital management framework remains
relevant as we assess not only the future
state of remaining business units but any
capital investment within the business.
MARKETING & E-COMMERCE
Pyengana Cheese won many industry awards during
the year, solidifying itself as one of Australia’s best
cheddar cheese. In addition to Gold awards at
the Sydney Royal Cheese & Dairy show and Royal
Queensland Fine Food & Wine show, we were
extremely proud to achieve a silver award at the
International Cheese & Dairy Awards in the UK.
The Company’s luxury and corporate gifting
brand, ‘Boxolove’, is targeted at the consumer
and corporate gifting market with the online
channel delivering curated hampers, with extensive
selections of food and beverages from Tasmania’s
finest producers. In line with many other on-
line sales platforms, sales for our e-commerce
business in 2023 was down on 2022.
The Company produced a solid sales
performance, reporting an increase of 4.7% to
$74.9 million, despite the sale of three business
units during the year. Removing the impact of
discontinued operations, sales performance was
a 15% increase. Group operating EBITDA was
a profit of $1.6 million which was driven by the
profit on sale of Betta Milk and Meander Valley
Dairy. Excluding the impact of business unit
divestments, EBITDA was a loss of $3.3 million.
Gross margins for the year were improved on
2022 due to the full year impact of the Company’s
efficiency program. Management implemented a
SKU rationalisation program and made significant
changes to the Company’s logistics network.
The company also implemented initiatives to reduce
per unit conversion costs in our facilities through
efficiency and effectiveness measures which partially
offset per unit increases in milk (16% / litre), cream
(5% / litre), poultry feed (3% / tonne) and direct
labour (8% increase).
Pyengana Dairy sales of cheese are primarily to
interstate markets and this continued to show
positive momentum with sales increasing by 38%.
New channels were also explored for Nichols Poultry
on the mainland which saw sales increase by 155%,
with interstate sales now accounting for 20% of
total Nichols revenue. Profitable growth in interstate
markets will remain a focus going forward together
with an investment in capability to ensure the
Pyengana site is export accredited for future sales.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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CHAIRMAN & CEO’S
REPORT, CONT.
FUTURE STRATEGY
Now we have bedded down and implemented the
significant changes that occurred in 2023, our future
focus is on ensuring the operational performance
initiatives in the continuing operations deliver, in
conjunction with an improved operational cash flow
performance. We continue to pro-actively assess
the remaining business divisions and their asset
profile under our Capital Management Framework to
ensure we can drive strong returns for shareholders.
Post the significant activity occurred during 2023,
the Company’s strategic priorities will be:
n Enhance earnings in Poultry division through
vertical integration and other efficiency measures;
n Drive revenue and brand growth in Pet Food
division by leveraging our premium product
position to drive Isle & Sky revenue growth; and
n Sweat existing assets harder for incremental
profit through targeted CAPEX , channel and
NPD expansion for Pyengana Dairy brand.
n Continuing to explore all strategic alternatives
available for our remaining divisions that may
deliver a superior outcome for shareholders.
As such, our three pillars of growth are represented as follows;
We would like to acknowledge all employees at
TasFoods as they have shown significant resilience
during unprecedented uncertainty and change in
2023. To the people who were with us in Shima
Wasabi, Betta Milk and Meander Valley Dairy, we
thank you for your years of service and dedication
to TasFoods. For the employees remaining in
Nichols Poultry, Pyengana Dairy and the support
office, we look forward to sustained success with
our new operating model as we strive to deliver
outstanding products of the highest quality
with the team upholding our values of passion,
respect, accountability and togetherness.
Finally, we would like to thank all stakeholders, our
customers, suppliers, employees and shareholders
for their continued support to the business.
John Murphy
Non-Executive Chair
Scott Hadley
Chief Executive Officer
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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OPERATING &
FINANCIAL
REVIEW
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POULTRY DIVISION
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POULTRY DIVISION
TOTAL REVENUE FOR THE POULTRY DIVISION
IN 2023 GREW BY 15.5% ON THE PCP TO
$46 MILLION. REVENUE GROWTH WAS
LARGELY DRIVEN BY STRATEGIES IMPLEMENTED
INCLUDING PRICE RISES AND OTHER REVENUE
MANAGEMENT INITIATIVES, PARTIALLY
OFFSET BY FURTHER SKU RATIONALISATION
AIMED AT SIMPLIFYING THE PRODUCT
OFFERING AND IMPROVING EFFICIENCIES.
NICHOLS POULTRY
WAS ESTABLISHED
IN THE EARLY 1980S.
THE BUSINESS HAS
GROWN TO BECOME ONE
OF THE MOST TRUSTED
AND RESPECTED MEAT
BRANDS IN TASMANIA.
The operating and efficiency measures implemented
in the poultry business unit through 2023 have
resulted in a gross profit margin improvement
of 6% on the PCP. Despite the year on year
improvement, gross profit margin was significantly
impacted in this division by increased input
costs including grain costs associated with feed
and increased labour processing costs.
Volume sold increased on 2022 levels by 5%, driven
by the decision to increase live weight to match
demand and revenue per kg increased by 9% which
facilitated the increase in gross profit margin.
The Poultry division reported an operating EBITDA
profit of $1.7 million for 2023 primarily due to
strategies implemented with price increases,
minimum order quantities, simplification of
product offering and robust management of feed
procurement and utilisation through 2023.
During the year we entered the Pet Treats category
with our Isle & Skye offering. We will provide the
same great protein and clean food credentials that
Nichols Poultry is known for in a Pet Treat range to
dogs and cats. The Pet Food market in Australia is
currently estimated to have a market value of over
$3.0 billion and expected to grow at a compound
annual growth rate (CAGR) of 2.7%, as the continued
humanisation drives demand for premium pet
products. TasFoods has developed a unique offering
in this category, leveraging off the inherent product
strengths of Nichols Poultry whilst capturing key
trends in this segment. We have gained national
ranging with Petbarn, one of the largest Pet Specialty
retailers in Australia with over 200 dedicated pet
stores and complementing the Petbarn ranging, we
have entered into a distribution arrangement with
Eastern Distributors, Australia’s largest wholesaler of
pet products to the independent pet retail channel.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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POULTRY DIVISION, CONT.
In December 2023, we completed the acquisition
of Redbank Hatchery (renamed Nichols
Hatchery), a chicken broiler and breeder facility
located in North-West Tasmania. This acquisition
will enhance the financial performance and
stability of the Nichols Poultry business.
We believe the Nichols Poultry brand possesses
unique characteristics as a result of our air-chilling,
chemical and chlorine free process. We are focused
on strengthening the Nichols brand consumer cut-
through not only in Tasmania but in the mainland
market where customers are demanding better
tasting poultry products. Poultry remains Australian
consumers first choice for protein and Nichols is
well placed to gain more share of this market.
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DAIRY DIVISION
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DAIRY DIVISION
OUR DAIRY DIVISION COMPRISES THREE
BUSINESS UNITS IN 2023, BETTA MILK,
MEANDER VALLEY DAIRY AND PYENGANA DAIRY.
ON 1 DECEMBER 2023, TASFOODS DIVESTED
THE BETTA MILK AND MEANDER VALLEY DAIRY
BUSINESS UNITS TO BEGA CHEESE LTD.
THE DAIRY DIVISION
HAS THREE CENTRES
OF EXCELLENCE;
• PYENGANA DAIRY –
CHEESE AND
TOURISM CAFE
• MEANDER VALLEY
DAIRY – SPECIALTY
CREAMS AND BUTTER
• BETTA MILK BURNIE –
FRESH MILK BOTTLING
The division reported a reasonable financial
contribution at both the revenue and EBITDA levels
for the period under TasFoods ownership. Total
revenue for the dairy division reduced by 9% to $28.5
million for the 11 months to 30 November 2023
Input costs in the dairy division increased
significantly during the year, predominately on
the back of rises in farm gate milk prices (3%).
Gross profit margin declined from 2022 and
this translated into a lower operating EBITDA
contribution of $0.4 million, a 70% decline on PCP.
The Pyengana business unit showed a solid result
with sales increasing by 8% which flowed through
to an improved EBITDA performance from PCP.
The premium brand positioning of this high-quality
product resonates strongly with customers and this
was further validated with Pyengana Cheese winning
numerous industry awards during 2023. Most
significant of these accolades was the silver award
given to our Traditional Cloth Matured Cheddar at
the International Cheese & Dairy Awards in the UK.
Management is confident that continued growth of
this brand can be accelerated as evidenced by the
38% increase in mainland sales achieved in 2023.
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HORTICULTURE - SHIMA WASABI
SINCE THE IMPLEMENTATION OF THE
TASFOODS STRATEGIC ROADMAP IN 2022
THE COMPANY HAS ACTIVELY EXPLORED
AND ASSESSED OUR STRATEGIC OPTIONS
OF OUR BUSINESS PORTFOLIO. WHILST THE
SHIMA WASABI PRODUCT CONTINUED TO BE
ENJOYED BY CUSTOMERS THE BUSINESS UNIT
WAS UNABLE TO SCALE AT THE APPROPRIATE
LEVEL TO JUSTIFY BEING RETAINED WITHIN
THE CORE TASFOODS BRANDS.
With the business unit unable to achieve TasFoods
benchmarks under the capital management
framework it was determined to divest Shima
Wasabi. The business was sold on 30 June 2023
with a sale price of $0.7 million less employee
entitlements, which represented 1.8 times revenue.
A UNIQUE, PREMIUM,
PROVINCIAL OFFERING
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CORPORATE
SHARED SERVICES
BALANCE SHEET AND CASHFLOWS
The TasFoods Shared Service function
underwent significant change in late 2023 with
the sale of the Betta Milk and Meander Valley
Dairy business units together with the work to
right-size corporate overheads. This business
transformation agenda is moving at pace and
will deliver significant savings in 2024.
The Group is supported by a balance sheet with
net assets at 31 December 2023 of $17.6 million
(31 December 2022: $18.3 million), including fixed
asset balances of $17.3 million. Cash balances were
$3.4 million (31 December 2022: $0.4 million).
The decrease in group net assets is mainly due to
the sale of plant and equipment and brands of Betta
Milk and Meander Valley Dairy in December 2023
and Shima Wasabi business in June 2023. This was
offset by the purchase in December 2023 of a chicken
broiler and breeder business (Redbank Poultry).
Net cash outflows from operating activities were
$3.5 million (2022: $5.8 million outflow). This
is reflective of selling price increases which
have not offset increased input costs including
grain costs associated with feed, farm gate
milk price for milk, increased labour processing
costs and freight and distribution costs.
Net cash inflows from investing activities were
$10.5 million (2022: $0.6 million inflow). On
1 December 2023 the Betta Milk and Meander
Valley Dairy plant and equipment and brands were
sold to Bega Cheese Limited for $11.1 million less
employee entitlements. On 30 June 2023 the
Shima Wasabi business was sold for $0.7 million.
Net cash outflows from financing activities
were $3.9 million (2022: $4.1 million inflow).
All ANZ bank debt facilities were paid out and
closedin December 2023.
Management continue to focus on a disciplined
approach to working capital management to
ensure improved profitability and cash flows.
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2024 OUTLOOK
A SIGNIFICANT TRANSFORMATION OF
TASFOODS OCCURRED DURING 2023. AS A
RESULT OF THIS CORPORATE RESTRUCTURING
PROGRAMME TASFOODS EMBARKS ON 2024
A DIFFERENT LOOKING BUSINESS. WHILST
CONSUMER SENTIMENT AND SPENDING
CONTINUES TO BE IMPACTED BY THE
MACROECONOMIC BACKDROP OF HIGH
INFLATION AND INTEREST RATES, MANAGEMENT
ARE FOCUSSED ON ENSURING THE COMPANY
BUILDS ON OUR NOW SOLID FOUNDATIONS.
TasFoods is now primarily a Poultry business
with three distinct pillars of operations;
n Breeder and Hatchery
n Production
n Pet Treats
Pyengana Dairy has a focus on production, sales and
distribution of its award winning cheddar cheese.
The brand is well positioned for future growth both
domestically and international. Work has begun on
ensuring the production site at Pyengana is accredited
for export sales as we believe international markets
have untapped potential, particularly after our
International Cheese & Dairy Awards silver medal.
Significant restructuring has occurred within
the support office which will see our corporate
overheads reduce by circa 50%. This change has
been made in line with the divestments in 2023
but also recognises the new financial fundamentals
of operating a lower margin poultry business.
Consumer demand for online gifting and direct
to consumer food offerings has plateaued post
COVID and as such the Company will review
its e-Commerce capability, including Boxolove.
Boxolove is targeted at the consumer and corporate
gifting market and whilst sales are satisfactory it
remains a small part of TasFoods total business.
2023 was a watershed year for TasFoods insofar
that we were able to simplify our operating
business, significantly strengthen our balance
sheet and secure our supply chain risks in poultry.
With new foundations established we are now
in a position to improve our trajectory towards
delivering a positive financial return whilst
continuing to explore all strategic alternatives
available for our remaining divisions that may
deliver a superior outcome for shareholders.
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RISK
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RISK
TasFoods is committed to the effective management
of risk to reduce uncertainty in the Groups business
outcomes and to protect and enhance shareholder
value. There are various internal and external risks
that may have a material impact on the Groups future
financial performance and economic sustainability
The Company has a formalised Risk Management
Policy and Framework which operates across
the Group. The Policy provides high level
direction, establishes key principles and allocates
responsibilities to ensure TasFoods has an effective
and efficient system and process that will facilitate the
identification, assessment, evaluation and treatment
of risks in order to achieve strategic and performance
objectives.
A copy of the Risk Management Policy can be located
on the Company’s website at https://www.tasfoods.
com.au/corporate-governance/
During 2023 the Group complied with its Risk
Management Policy and Framework, ensuring all
risks were regularly reviewed and risk registers were
updated for new risks and changes to existing risk
profiles. Identified risks remain relatively stable, with
no expectation of increases or decreases in the
foreseeable future unless specifically noted below.
The material business risks which may have an effect
on the financial performance of the Group are:
SUPPLY RISK
Ensuring our input supply is secure, stable
and reliable.
TasFoods is reliant on a number of key suppliers for
inputs such as hatchlings, milk, cream and chicken
feed. We have strong relationships and contracts with
our suppliers to ensure that quality, quantity, reliability
and price are stable. Where appropriate and able,
TasFoods is diversifying supply channels to reduce risk
levels and dependence on key suppliers.
PANDEMIC RISK
Ensuring the safety of our employees, contractors
and customers in a pandemic environment as well as
securing input supplies and managing the impact of
market volatility.
TasFoods operates on a number of different sites with
varying levels of pandemic impact risk. The Group has
developed site specific multi scenario pandemic plans
for each operational location that respond to updated
health, Government and industry advice as well as
emerging market conditions.
Each site plan prioritises the health and safety of
employees, site visitors and customers, follows
recommended advice from Government and Health
Officials relating to pandemic safety measures
including;
n Removal of all non-essential employees from sites to
work from home;
n Non-essential visitors not permitted on processing
sites;
n Provision of relevant protective equipment to
employees;
n Temperature testing of employees;
n Payment of standard wages to all employees
awaiting COVID or other relevant test results;
n Pandemic/COVID-specific daily cleaning and
sanitation programs;
n Additional staff facilities provided on large work sites
to allow for isolation of work groups;
n Identification of social and commuting groups within
the workforce to ensure employees likely to have
contact outside of work remain in contained work
groups.
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RISK, CONT.
MARKET RISK
CLIMATE RISK
Delivering on our customer promises and growing
our customer base.
TasFoods has a number of large key customers and
the loss of one or more would have a detrimental
impact on the Group. TasFoods mitigates this
risk by investing in the quality of its relationships
with key customers, and ensuring we manufacture
product in accordance with our customer’s required
specification and standard. The Company continues
to grow and diversify its customer base. In addition,
TasFoods responds to changing customer compliance
requirements through the upgrading of its facilities
and operating processes. TasFoods has also
developed a point of difference in our products which
reduces the risk of substitution.
BIOSECURITY RISK
Minimising the risks to the business from a changing
climate that is contributing to increased extreme
weather events.
TasFoods operations are geographically dispersed
across Northern Tasmania which mitigates the impact
of any one climatic influenced event on its production
capabilities. Business continuity plans have been
established for each business operation that include
policies and procedures to manage biological assets in
extreme weather events to minimise the risk of losses.
Investment in irrigation infrastructure across the
Tasmanian agricultural landscape provides surety of
crop for key inputs such as grain and dairy. Drought or
extreme weather events in other regions of Australia
may impact commodity pricing for inputs to TasFoods
operations.
Minimising the risk of disease and infection impacting
our animals, manufacturing facilities and inputs.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG) RISK
Careful site management, biosecurity measures and
good animal husbandry and agricultural management
are used to manage TasFoods’ risk of exposure to
disease, infection and contamination. Significant
disease outbreaks may result in mass mortality of
livestock could have a significant impact on saleable
goods. Suppliers undergo an approval process to
ensure inputs comply with product specifications.
These are internally and where appropriate externally
audited and monitored for compliance.
SAFETY RISK
Ensuring our products are safe for customers and
our staff are safe at work.
Food safety and workplace health and safety are
risks that must be managed by TasFoods at all times.
We have built strong quality and safety assurance
systems which are externally audited against relevant
standards., These systems are overseen by highly
skilled staff within a culture committed to food and
people safety. In addition, TasFoods holds relevant
insurances to further mitigate food safety and
workplace health and safety risks.
Minimising the risk to the business of by focusing
on environmental and social impacts of business
operations.
TasFoods has a moral and business imperative to
understand and manage its ESG risks. To consider
TasFoods physical and social environment is not
only the right thing to do, but it is expected by
employees, customers, investors and regulatory
bodies. As the speed and pace of change on these
issues have increased, so have the expectations of
our stakeholders. TasFoods is not only expected to do
the right thing, insufficient action on these issues can
have a negative financial implication. ESG risks bring
a high degree of uncertainty in the form of potentially
severe disruption to environmental, financial, and
social environment which may create immediate and
unforeseen outcomes for TasFoods and its various
stakeholders. TasFoods is focussed on reducing
its carbon footprint by utilising in-site wind turbine
electricity generation at it Sassafras facility to help
reduce electricity costs to the business.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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2 2
FINANCIAL
REPORT
FOR THE YEAR ENDED
31 DECEMBER 2023
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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BOARD OF DIRECTORS
JOHN MURPHY INDEPENDENT NON-EXECUTIVE CHAIR
Appointed Independent Non-Executive Director on 23 June 2021
Appointed Deputy Chair on 31 January 2022.
Appointed Acting Chair on 31 May 2022
Appointed Chair on 26 August 2022
John has over 35 years’ experience in the Australian and International Beverage, Food, Fast Moving Consumer
Goods and Packaging Industries. He has held a range of leadership roles in large multinational organisations
including Managing Director of Coca-Cola Amatil Australia; the CEO of Visy Industries Australian business; and
the Managing Director of Carlton & United Breweries Australian beer business after an extensive career with
the company. John has served on the boards of both public and private companies and has previously served
as a board member/advisor of PFD Foods, Bellamy’s Organic and Tribe Breweries and is currently a start-up
founding advisor of the Turner Stillhouse craft distillery in Tasmania.
BEN SWAIN NON-EXECUTIVE DIRECTOR
Appointed Non-Executive Director on 4 June 2020.
Ben is a partner of Tasmanian law firm Murdoch Clarke. His practice areas include corporate advice,
transactional mergers and acquisitions, real property and private client matters. Ben is a director
of various Pty Ltd companies and trusts including the Elsie Cameron Foundation Pty Ltd which has
investment in entities including TasFoods Limited. With a passion for Tasmania’s finest foods and
produce and the companies that grow and produce them, Ben gets great fulfilment from assisting, in
his professional capacity, various Tasmanian food and agriculture business to achieve their goals.
JOHN O’HARA INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed Independent Non-Executive Director on 23 June 2021.
John is a highly accomplished Executive and Non-Executive Director with a track record of substantive
contribution to strategic development and growth, cultural reform, value creation, building reputation
and stakeholder relationships. John’s Director experience spans across large private entities,
corporations, and Not for Profit. His executive roles have encompassed ASX organisations, Co-
Operatives and large private companies with national and international operations. John spent 18
years with Sunny Queen Australia, 8 years as CEO & Managing Director. Prior to that he has held
Senior Executive roles in both Dairy Farmers Cooperative and National Foods. John is currently Chair
of Priestley’s Gourmet Holdings and the Coolum Beach SLSC Future Fund. He is also Advisory Board
Chair of Simon George & Sons. He was previously the Chair of Mulgowie Farming Company.
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EXECUTIVE TEAM
SCOTT HADLEY
CHIEF EXECUTIVE OFFICER
Appointed CEO in October 2021.
Scott is a proud Tasmanian with over 20 years experience in a range of companies in Australia building
premium brands, leading teams and developing go to market and supply chain organisations. Scott was
previously CEO of Asahi Beverages Alcohol Division and has held senior positions with TT-Line, Fosters
Group, GlaxoSmithKline and Cadbury. Scott is a member of the AICD, has an MBA (Executive) from
AGSM, completed the Senior Executive Programme at London Business School and is a CPA.
JOSHUA FLETCHER
COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER
Appointed CFO on 17 March 2023
Appointed Company Secretary on 17 March 2023
Joshua has broad finance and governance experience, gained over his career in the dairy industry from farmgate
to manufacturing and commercial operation. He was the Finance Director at Maeil Australia (Maeil Dairies
Co) and was responsible for all finance and governance related matters. Prior to Maeil Australia, Joshua was
the Chief Financial Officer and Company Secretary of Organic Dairy Farmers of Australia Co-operative and
its subsidiaries until 2019. He was also Head of Commercial Finance and Head of Finance at Murray Goulburn
Co-operative. Joshua was the original financial controller of Tasmanian Dairy Products Co Limited, owned by
Murray Goulburn, Mitsubishi Corporation and the Tasmanian founding shareholder, who built an $80m milk
powder facility in North-West Tasmania. Joshua is a member of the Chartered Accountants Australia and
New Zealand (CA ANZ). In addition, he holds a Bachelor of Commerce majoring in Accounting (University
of Tasmania). He has previously been a member of the CA ANZ Regional and Rural Advisory Committee.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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DIRECTORS’ REPORT
The Directors of TasFoods Limited (the Company) present the financial report on the Company and its controlled
entities (the Group) for the year ended 31 December 2023.
In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
DIRECTORS
John Murphy
Experience and qualifications
Independent Non-Executive Chair
John became the Chair on 26 August 2022.
John was appointed to the Board as an Independent Non-Executive
Director on 23 June 2021. During FY23 John was a member of both
the Audit and Risk Committee and the Nomination and Remuneration
Committee.
John has over 35 years’ experience in the Australian and International
Beverage, Food, Fast Moving Consumer Goods and Packaging Industries.
He has held a range of leadership roles in large multinational organisations
including Managing Director of Coca-Cola Amatil Australia; the CEO of
Visy Industries paper, packaging and recycling business; and the Managing
Director of Carlton & United Breweries Australian beer business after an
extensive career with the company. John has served on the boards of both
public and private companies has previously served as a board member/
advisor of PFD Foods, Bellamy’s Organic and Tribe Breweries, and is start-
up founding advisor of the Turner Stillhouse craft distillery in Tasmania.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Nil
Nil
Interest in shares and options:
5,025,769 Share Appreciation Rights
Ben Swain
Non-Executive Director
Experience and qualifications
Ben was appointed to the Board as a Non-Executive Director on 4 June
2020. During FY23 Ben was the Chair of the Audit and Risk Committee
and a member of the Nomination and Remuneration Committee.
Ben is a partner of Tasmanian law firm Murdoch Clarke. His practice
areas include corporate advice, transactional mergers and acquisitions,
real property and private client matters. Ben is a director of various
private companies and trusts including the Elsie Cameron Foundation Pty
Ltd which has an investment in entities including TasFoods Limited. With
a passion for Tasmania’s finest foods and produce and the companies that
grow and produce them, Ben gets great fulfilment from assisting, in his
professional capacity, various Tasmanian food and agriculture business to
achieve their goals.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Nil
Nil
Interest in shares and options:
1,578,571 Ordinary Shares
4,149,857 Share Appreciation Rights
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DIRECTORS’ REPORT, CONT.
DIRECTORS, CONT.
John O’Hara
Experience and qualifications
Independent Non-Executive Director since 23 June 2021
John was appointed to the Board as an Independent Non-Executive
Director on 23 June 2021. During FY23 John was the Chair of the
Nomination and Remuneration Committee and was a member of the
Audit and Risk Committee.
John is a highly accomplished Executive and Non-Executive Director
with a track record of substantive contribution to strategic development
and growth, cultural reform, value creation, building reputation and
stakeholder relationships. John’s Director experience spans across
large private entities, corporations, and Not for Profit. His executive
roles have encompassed ASX organisations, Co-Operatives and
large private companies with national and international operations.
John spent 18 years with Sunny Queen Australia, 8 years as CEO &
Managing Director. Prior to that he has held Senior Executive roles in
both Dairy Farmers Cooperative and National Foods. John is currently
Chair of Priestley’s Gourmet Holdings and the Coolum Beach SLSC
Future Fund. He is also Advisory Board Chair of Simon George &
Sons. He was previously the Chair of Mulgowie Farming Company.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Nil
Nil
Interest in shares and options:
4,149,857 Share Appreciation Rights
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DIRECTORS’ REPORT, CONT.
COMPANY SECRETARY
Joshua Fletcher
Experience and qualifications
Company Secretary and Chief Financial Officer
Josh joined the Company as Chief Financial Officer on 17 March
2023. He was appointed as Company Secretary on 17 March 2023.
Joshua has broad finance and governance experience, gained over
his career in the dairy industry from farmgate to manufacturing
and commercial operation. He was the Finance Director at Maeil
Australia (Maeil Dairies Co) and was responsible for all finance and
governance related matters. Prior to Maeil Australia, Joshua was the
Chief Financial Officer and Company Secretary of Organic Dairy
Farmers of Australia Co-operative and its subsidiaries until 2019. He
was also Head of Commercial Finance and Head of Finance at Murray
Goulburn Co-operative. Joshua was the original financial controller of
Tasmanian Dairy Products Co Limited, owned by Murray Goulburn,
Mitsubishi Corporation and the Tasmanian founding shareholder, who
built an $80m milk powder facility in North-West Tasmania. Joshua is
a member of the Chartered Accountants Australia and New Zealand
(CA ANZ). In addition, he holds a Bachelor of Commerce majoring
in Accounting (University of Tasmania). He has previously been a
member of the CA ANZ Regional and Rural Advisory Committee.
Shona Croucher
Company Secretary and Chief Financial Officer
Shona joined the Company as Chief Financial Officer on
25 October 2021. She was appointed as Company Secretary
on 26 November 2021.
Shona ceased to be the Company Secretary and Chief Financial
Officer on 17 March 2023.
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DIRECTORS’ REPORT, CONT.
MEETING OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors during the year ended 31 December
2023 and the number of meetings attended by each Director during that time. Board Meetings were held in addition to
the Company’s Annual General Meeting held on 30 May 2023.
Director
Board Meeting
Audit And Risk Committee
Nomination & Remuneration
Committee
J Murphy1
B Swain1
J O’Hara1
Held during
time on Board
Attended
Held during
time on Board
Attended
Held during
time on Board
Attended
18
18
18
18
17
18
6
6
6
6
6
6
3
3
3
3
3
3
1Mr Murphy, Mr O’Hara and Mr Swain were on the Board for the entire financial year.
PRINCIPAL ACTIVITIES
The principal activities of the Group are the processing, manufacture and sale of Tasmanian-made food products.
OPERATING RESULTS AND FINANCIAL POSITION
A comprehensive review of operations is set out in Operating and Financial Review section of this Annual Report.
SIGNIFICANT CHANGE IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year, other than those outlined
in the Chairmans and CEO’s report.
AFTER BALANCE DATE EVENTS
There are no matters or circumstances that have arisen since 31 December 2023, which have significantly affected the
Group’s operations, results or state of affairs, or may do so in future years.
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DIRECTORS’ REPORT, CONT.
REMUNERATION REPORT
Message from the Chairman of the Remuneration & Nominations Committee
Dear Shareholder
On behalf of the Board, I am pleased to present the Remuneration Report for the financial year ended 31 December
2023, outlining the nature and amount of remuneration for TasFood’s Non-Executive Directors and other Key
Management Personnel (“KMP”).
TasFood’s remuneration strategy is designed to be responsible and sufficiently competitive to attract and retain valued
executives and directors who create value for shareholders whilst maintaining alignment with the short term and long-
term objectives of the Company.
The current long term incentive plan was approved by shareholders at the May 2022 AGM.
It is especially important that any reward for Directors and Executives under the long-term incentive plan is clearly linked
to business performance and our shareholders’ expectations. The Board will, over the course of FY24 consider what
further improvements to remuneration governance, policies, procedures and practices could be made, implement
them, provide updates and respond to feedback in future Remuneration Reports.
We look forward to your comments, and support for remuneration related resolutions, at the upcoming AGM.
On behalf of the Committee, I recommend the Report to you.
Yours sincerely,
John O’Hara
Chair – Remuneration and Nomination Committee
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DIRECTORS’ REPORT, CONT.
REMUNERATION REPORT (AUDITED)
The Directors of TasFoods Limited present the Remuneration Report for the Company and its controlled entities for the
financial year ended 31 December 2023, prepared in accordance with the requirements of the Corporations Act 2001
and its regulations.
This report outlines the remuneration arrangements in place for the Key Management Personnel (KMP) of the Group,
which comprises all Directors (executive and non-executive) and those other members of the TasFoods Executive who
have authority and responsibility for planning, directing and controlling the activities of the Group.
This report has been prepared in accordance with section 300A of the Corporations Act 2001.
The Report has been set out as follows:
1. Key management personnel covered in this report (KMP)
2. Role of the Nomination and Remuneration Committee
3. Engagement of remuneration consultants
4. Remuneration strategy and framework
4.1. Executive remuneration schedule
4.2. Remuneration mix and linking pay to performance
4.3. 2023 fixed remuneration
4.4. 2023 short-term incentive arrangements
4.5. 2023 long-term incentive arrangements
4.6. KMPs 2023 short-term incentive arrangement results
4.7. Company financial performance
5. Executive contracts
6. Non-executive directors’ remuneration structure
6.1. Current fee levels and fee pool
6.2. 2023 long-term incentive arrangements
7. Restrictions on long-term incentive plan shares prior to vesting
8. Remuneration tables – Directors and KMP executives
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DIRECTORS’ REPORT, CONT.
1. KEY MANAGEMENT PERSONNEL
The term Key Management Personnel refers to those persons having the authority and responsibility for planning,
directing and controlling the activities of the Consolidated entity, directly or indirectly, and includes any director of
the Group (whether executive or otherwise).
The KMP of TasFoods for the year ended 31 December 2023 were:
Current Non-Executive Directors
Role
Appointment Date
John Murphy
Ben Swain
John O’Hara
Non-executive Chair
Non-executive Director
Non-executive Director
23 June 2021
4 June 2020
23 June 2021
Current KMP Executives
Role
Appointment Date
Scott Hadley2
Joshua Fletcher
Chief Executive Officer
Chief Financial Officer
Former Executive and Non-Executive Directors
Role
Shona Croucher1
Chief Financial Officer
1 October 2021
17 March 2023
End Date
17 March 2023
1. Shona Croucher resigned as Chief Financial Officer on 17 March 2023.
2 Scott Hadley, resignation was announced on 15 January, 2024 and effective 28 March 2024.
2. ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE
The Committee has the responsibility for proposing candidates for consideration by the Board to fill casual
vacancies or additions to the Board and for devising criteria for Board membership and for reviewing membership
of the Board, including:
n Assessment of necessary and desirable competencies of Board members;
n Review of Board succession plans to maintain an appropriate balance of skills, experience and expertise;
n As requested by the Board, evaluation of the Board’s performance and, as appropriate, developing and
implementing a plan for identifying, assessing and enhancing Director competencies; and
n Recommendations for the appointment or replacement of Directors.
Additional responsibilities of the Committee include reviewing and reporting to the Board on:
n Remuneration arrangements for the directors and senior executives of the Company (including, without
limitation, incentive, equity and other benefit plans and service contracts) to ensure remuneration suitably
motivates executives to pursue the success of the Company through the identification and profitable integration
of growth opportunities;
n The review of the Remuneration Report to be included in the annual report;
n Remuneration policies and practices for the Company generally;
n Superannuation arrangements;
n Board remuneration; and
n Such other matters as the Board may refer to the Committee from time to time.
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DIRECTORS’ REPORT, CONT.
3. ENGAGEMENT OF REMUNERATION CONSULTANTS
The Nomination and Remuneration Committee periodically engages independent external consultants to
advise and assess KMP remuneration arrangements. In addition during the previous financial year (2022)
Mercer Consulting Australia Pty Ltd (Mercer) was engaged to provide the valuation of rights to senior executives
(issued under the existing LTI Plan), but did not provide any recommendations on the participants, quantum for
participants, or the hurdles.
There has been no valuation of rights to senior executives conducted in FY23 as there has been no rights issued to
senior executives in FY23.
4. REMUNERATION STRATEGY AND FRAMEWORK
The remuneration strategy sets the direction for the remuneration framework and drives the design and application
of remuneration policies for executives of TasFoods (including KMP).
The Company's remuneration strategy and framework aims to attract and retain the best available people to
run and manage TasFoods and align their interests with our shareholders. The Board is committed to having a
remuneration strategy and framework that rewards, motivates, and retains executives, to achieve the Company's
business objectives and deliver shareholder returns.
TasFoods seeks to create alignment between the interests of its executives and shareholders. In the case of
executives, by providing a fixed remuneration component together with specific short-term and long-term
incentives based on key performance areas affecting TasFoods financial and non-financial results
In the case of non-executive directors, their remuneration does not contain performance-based or ‘at risk’
components. Non-executive directors are paid fees, with a component being Share Appreciation Rights and are
also encouraged to hold shares in TasFoods.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK
4.1. Executive remuneration structure
The performance of the Company depends upon the quality of its executives. To prosper, the Company must
attract, motivate and retain highly skilled executives. To that end, the Company embodies the following principles in
its remuneration framework:
n Provide competitive rewards to attract high calibre executives;
n Focus on creating sustained shareholder value;
n Place a portion of executive remuneration at risk by linking reward with the strategic goals and performance of the
Company;
n Differentiate individual rewards commensurate with contribution to overall results and according to individual
accountability, performance and potential; and
n Ensure total remuneration is competitive by market standards.
Executives’ total remuneration package may be comprised of the following elements:
n Total Fixed Remuneration (base salary and superannuation)
n At-Risk Remuneration:
- Short-Term Incentive (STI)
- Long-Term Incentive (LTI)
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.1. Executive remuneration structure, continued.
Performance Condition
Remuneration Strategy/ Performance Link
Total Fixed
Remuneration (TFR)
• salary
• statutory
superannuation
Executive remuneration levels are market-aligned by
comparison to similar roles in ASX-listed companies
that have comparable market capitalisation,
revenues, and financial metrics relevant to the
executive’s role, executive’s knowledge, skills and
experience, and individual performance.
Short Term
Incentive (STI)
Annual incentive
opportunity
delivered in cash
Performance is measured against:
• Financial Group performance (i.e. gross profit
margin and operating EBITDA); and
• Non-Financial KPIs (i.e. WH&S (LTIFR)
and other non-financial targets.
The STI plan applies more broadly beyond the KMP and
KPI’s vary depending on the executive’s level and role.
Non-Financial KPIs also vary and depend on the
executive’s individual role and responsibilities.
Details of the specific measures and results
for 2023 can be found in section 4.6.
Long Term
Incentive (LTI)
An award of rights
with performance
assessed over 3 years
A three-year performance period provides a reasonable
period to align reward with shareholder return and
also acts as a vehicle to help retain the KMP, align the
business planning cycle, and provide sufficient time
for the longer-term performance to be achieved.
Due to the importance that the Board places on an
improvement in share price and profitable growth,
two measures (Total Shareholder Return (TSR)
and EBITDA growth) were chosen for awards.
Fixed remuneration is set to attract, motivate
and retain executives to ensure they can deliver
on TasFoods business strategy and contribute to
the TasFoods ongoing financial performance.
The STI plan is designed to encourage and reward
high performance and for this reason it places a
significant proportion of the executives’ remuneration
at-risk against targets linked to the Company’s
annual performance objectives and therefore
supports the alignment between the interests of
the executive, TasFoods and our shareholders.
A combination of financial and non-financial
KPIs are used because the Board believes that
there should be a balance between short term
financial measures and more strategic non-
financial measures which in the medium to longer
term will support the growth of TasFoods.
The Board believes the STI provides the right measures
and appropriately challenging targets for participants.
The purpose of the LTI is to focus the executives’
efforts on the achievement of sustainable
long-term shareholder value creation and the
long-term financial success of TasFoods.
The provision of LTIP awards via performance rights
for ordinary shares in TasFoods encourages long-term
share exposure for the executives and, therefore, aligns
the long-term interests of executives and shareholders.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.2. Remuneration mix and linking pay to performance
The Board recognises that each executive needs a significant portion of their remuneration to be at-risk and be
linked to TasFoods annual business objectives and actual performance.
Remuneration is linked to performance by:
n Requiring a proportion of the executives’ remuneration to vary with the short-term and long-term performance of
TasFoods;
n Setting clear expectations on target and stretch performance objectives required for STI payments to ensure
quality results; and
n Assessment of long-term performance through multiple measures to provide a complete picture of TasFoods
performance and the increase in shareholder value.
In addition, STI and LTI outcomes are not driven by a purely formulaic approach. The Nomination and
Remuneration Committee holds discretion to determine that awards are not to be provided or vested in
circumstances where it would be inappropriate or would provide unintended outcomes.
The relative weighting of fixed and variable components for target performance is set according to the scope of the
executive’s role. For the KMP the ‘at risk’ components for 2023 were as follows:
TFR
Short Term
Incentive
(At-Target)1
Short Term
Incentive
(Stretch)2
Long Term
Incentive
(Target
Opportunity)3
Long Term
Incentive
(Maximum
Opportunity)
$450,000
$235,000
50.0%
40.0%
75.0%
40.0%
90.0%
40.0%
180.0%
40.0%
Current KMP Executives
Scott Hadley
Joshua Fletcher
Former KMP Executives
Shona Croucher1
$292,000
40.0%
60.0%
40.0%
80.0%
1. Shona Croucher resigned as Chief Financial Officer on 17 March 2023.
1. The short-term incentive is the total payment at-target as a % of TFR
2. KMP Executives’ STIs have a stretch component that is designed to encourage above at-target performance as a % of TFR.
3. The long-term incentive refers to the value, of any grant as a % of TFR.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.2. Remuneration mix and linking pay to performance, continued.
38%
21%
41%
TFR
STI
LTI
23%
22%
55%
TFR
STI
LTI
Scott Hadley
Joshua Fletcher
4.3. 2023 fixed remuneration
TasFoods uses a total fixed remuneration (base salary and superannuation) for the purposes of calculating STI and/
or LTI amounts.
Details of KMP executives’ total fixed remuneration for the year ended 31 December 2023 (and 31 December 2022)
can be found in the ‘Remuneration Tables’ section of this report.
4.4. 2023 short-term incentive arrangements
The TasFoods Short Term Incentive Plan (STIP) rewards the CEO and those executives reporting to the CEO
(including the KMP executives) for performance against a pre-determined scorecard of measures linked to
TasFoods short-term business performance (12 months) and individual performance. The specific performance
measures may vary from year to year depending on the business’ objectives but are chosen on the basis that they
will increase financial performance, market share and shareholder returns.
The relative weighting of fixed and variable components for target performance is set according to the scope of the
executive’s role.
The key performance indicators and other targets against which performance can be measured for determining the
proportion of ‘at-risk’ remuneration, are generally as follows:
• Financial – actual results compared to budgeted results for items including EBITDA, Sales Revenue, and Gross
Profit Margin..
• Business growth – NPAT, earnings per share, price earnings ratio, new order value, acquisitions and new
customers.
• Business management – cash generation, capital management, number of days sales outstanding in debtors,
inventory turnover, cost/revenue ratios, and staff utilisation.
• Strategy – development, approval, implementation, and achievement.
• People – Workplace Health and Safety (LTIFR).
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.4. 2023 short-term incentive arrangements, continued.
Performance for each measure is assessed on a range from Target to Stretch. Stretch is set by the Board for
each measure at a level that ensures maximum STI is payable only where performance has truly and substantially
exceeded expectations.
Details of the STI performance measures and targets for 2023 are set out in section 4.6.
4.5. 2023 long-term incentive arrangements
Executive remuneration is determined by the Board, having consideration to relevant market practices and
the circumstances of the Company on an annual basis. It is the view of the Board that it is in the interests of
Shareholders for selected Executives (the Participants) to receive part of their Total Remuneration Package (TRP)
in the form of at-risk equity that will vest based on performance against indicators that are linked to Shareholder
benefit (refer to details in respect of the Vesting Conditions following) during a defined Measurement Period.
This is also considered best practice with regards to evident market practices. It should therefore be considered
appropriate to provide some equity-based remuneration to Executives of the Company instead of cash only.
The TasFoods Limited Rights Plan (TFLRP) was designed to form a significant component of at-risk remuneration
and to create alignment between Shareholder value creation and the remuneration of selected Executives.
Grants under the TFLRP will facilitate the Company providing appropriate, competitive and performance-linked
remuneration to its Executives. The Board seeks to ensure that grants to Executives are made at a level that will
appropriately position their TRPs in the market, in accordance with the Company’s remuneration policies. Given
the operating results in FY23, the Nomination and Remuneration Committee used its discretion to not issue any
PSAR in FY23.
The key elements of the Executive LTI plan are:
Participants: the CEO, executive KMP, and provision for additional participants but noting that the terms of their
grants may be varied as considered appropriate by the Board.
Instrument: The TFLRP uses Performance Share Appreciation Rights (PSARs) which are an entitlement to the value
of a Share which may be settled either in the form of cash or a Share/Restricted Share (a Share which is subject to
disposal restrictions). Generally, it is expected that vested PSARs will be satisfied in Restricted Shares.
Maximum number of Performance Rights: The maximum number of PSARs is calculated by multiplying the total
fixed remuneration (TFR) of the Participant at the beginning of the financial year by the maximum LTI % and then
dividing that figure by the relative value of the PSAR. The value of a PSAR is calculated using the Black Scholes
option pricing model. As noted above, no new awards were issued in FY23.
Measurement Period: The Measurement Period (for the FY22 awards) is the three financial years from 1 January
2022 to 31 December 2024.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
3 8
DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.5. 2023 long-term incentive arrangements, continued.
Vesting Conditions: In order for PSARs to vest, the Participant must remain employed by the Company during the
Measurement Period (except in the case of a “Good Leaver”) and the performance conditions must be satisfied.
The performance conditions in relation to the 2022 grant of PSARs were Total Shareholder Return (TSR) and
EBITDA growth as outlined below:
Total Shareholder Return
The vesting percentages (of the grant/stretch/maximum level of LTI) to be determined by the following scale:
Performance Level
Absolute TSR (CAGR)
Indicative TFL Share price
% of Maximum vesting
Stretch
Between Target and Stretch
Target
25%
>19%, <25%
19%
$0.14
>$0.12 and <$0.14
$0.12
Between Threshold and Target
>14%, <19%
>$0.10 and <$0.12
Threshold
Below Threshold
14%
<14%
$0.10
<$0.10
100%
Pro-Rata
50%
Pro-Rata
25%
0%
Share Price is determined by a ten-trading day VWAP ending on the date that is the end of the Measurement Period
(see above).
EBITDA Growth
The Company's compound annual growth in EBITDA, and achievement against the EBITDA Hurdle, will be determined
by the Board in its absolute discretion, having regard to matters it considers relevant. It is intended that EBITDA
for each relevant financial year will be calculated as EBITDA for that financial year, adjusted to exclude the costs of
servicing equity (other than dividends), adjusted for any bonus elements. For relevant financial years, the calculation
may be adjusted to take into account one-off items associated with equity raising, if considered appropriate by the
Board. The Board also reserves the right to make any other adjustments it thinks fit to the calculation of EBITDA having
regard to the impact of any other exceptional items.
Retesting: Retesting is not permitted under the proposed terms of the Invitations.
Exercise Price: The exercise price for the PSARs is $0 and no amount needs to be paid by the Participant in order
to exercise the PSARs. Instead it is accounted for in the calculation of the Exercised PSARs Value which is as follows:
(Share Price - Exercise Price) x Number of PSARs Exercised
Cessation of Employment: In the event of a termination of employment by the Company for cause, all unvested
PSARs will be forfeited unless otherwise determined by the Board.
Subject to the Rules, in other cases cessation of employment will generally result in pro-rata forfeiture of the PSARs
reflecting the remaining portion of the first year of the Measurement Period that will not be served, with the excess
staying on foot for testing at the end of the measurement period, unless otherwise determined by the Board.
Following a Participant ceasing employment with the Group, 90 days after the first date that all PSARs that the
Participant holds are fully vested and not subject to Exercise Restrictions, all PSARs they hold will be automatically
exercised on a date determined by the Board, unless otherwise specified in an Invitation or the Board determines
that they may be held for any remainder of the Term specified in the Invitation.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
3 9
DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.6. KMPs 2023 short-term incentive arrangement results
The measures and targets for the 2023 STI were set by the Board in February 2023 and were based on the
Company’s priorities for 2023. The key performance indicators were based upon stretch targets, with operating
EBITDA set as a hurdle requirement (or gate) for payment of the 2023 STI.
The following table shows the Company’s 2023 STI performance measures and weightings as applied to KMP.
Performance Measure
Description
Weighting
Comment
Operating EBITDA
Gross Profit Margin ($)
Gross Profit Margin (%)
WHS - Lost time injury
frequency rate (LTIFR)
Statutory EBITDA adjusted for
acquisition costs, capital raising
costs and incentive payments
Statutory gross profit margin in dollars
excluding biological asset movements
Statutory gross profit margin
percentage excluding biological
asset movements
LTIFR are the number of lost time
injuries within a given year relative to
the total number of hours worked in
the same period multiplied by 1 million
Other Non-Financial Targets
Including capital management,
capability build and operational KPIs
4.7. Company financial performance
40%
20%
20%
5%
15%
EBITDA is seen as a key factor of
trading performance and operational
sustainability. Operating EBITDA is a
hurdle requirement for STI payments
The gross profit margin is seen as a key outcome
of sales effectiveness and operational efficiency
The gross profit margin is seen as a key outcome
of sales effectiveness and operational efficiency
Employees are a key asset to TasFoods and
their safety is paramount. A reduction in LTIFR
is a key outcome of the WHS program
A number of others non-financial KPIs were
set to focus on both capability and operational
efficiencies across the TasFoods business.
The following table shows the relationship between KMP executives’ at-risk remuneration and TasFoods overall
financial performance:
Financial Year Ended 31 December
2023
2022
2021
2020
2019
Revenue ($000)
$74,052
$70,587
$69,441
$67,436
$51,105
Net (loss)/profit before tax ($'000)
($987)
($16,399)
($10,741)
($7,709)
($3,202)
Net (loss)/profit after tax ($'000)
($987)
($16,478)
($10,741)
($6,407)
($3,459)
Share price at start of year
Share price at end of year
Share price growth
Dividends
Basic (loss)/earnings per share (cents)
Diluted (loss)/earnings per share (cents)
Average STI payout as a % at-target
for eligible KMP executives
$0.040
$0.030
$0.105
$0.040
$0.120
$0.105
-25.00%
-61.90%
-12.50%
$0.00
$0.00
$0.00
(0.23)
(0.23)
0%
(4.03)
(4.03)
0%
(3.05)
(3.05)
0%
$0.120
$0.120
0.00%
$0.00
(2.56)
(2.56)
0%
$0.135
$0.120
-11.11%
$0.00
(1.48)
(1.48)
0%
The average STI payout as a % of the at-target for eligible KMP executives for FY23 was 0% as the EBITDA hurdle was not met.
The EBITDA hurdle was also the gate for all non-financial STI awards.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 0
DIRECTORS’ REPORT, CONT.
5. EXECUTIVE CONTRACTS
The remuneration and other terms of employment for the executives are covered in formal employment contracts
that have no fixed terms. TasFoods may terminate an executive immediately for cause, in which case the executive
is not entitled to any payment other than the value of total fixed remuneration (and accrued entitlements) up to the
termination date.
Name
KMP Executives
Notice Period
by TasFoods
Notice Period
by Executive
Termination / Redundancy Payment
Scott Hadley
6 months
6 months
Joshua Fletcher1
6 months
6 months
Former Executive and Non-executive Directors
Shona Croucher2
6 months
6 months
1. Joshua Fletcher commenced as Chief Financial Officer on 17 March 2023
2. Shona Croucher resigned as Chief Financial Officer on 17 March 2023
The Company has discretion to make a payment in lieu of all or part of
the notice period.
If the CEO’s employment is terminated in circumstances where there has
been a fundamental change to his role, or if he is made redundant then
he is entitled to a severance payment equivalent to 12 months’ salary.
The Company has discretion to make a payment in lieu of all or part of
the notice period.
If the CFO’s employment is terminated in circumstances where there has
been a fundamental change to her role, or if she is made redundant then
she is entitled to a severance payment equivalent to 12 months’ salary.
The Company has discretion to make a payment in lieu of all or part of
the notice period.
If the CFO’s employment is terminated in circumstances where there has
been a fundamental change to her role, or if she is made redundant then
she is entitled to a severance payment equivalent to 12 months’ salary.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 1
DIRECTORS’ REPORT, CONT.
6. NON-EXECUTIVE DIRECTORS’ REMUNERATION STRUCTURE
TasFoods remuneration policy for executive and non-executive directors aims to ensure that TasFoods can attract
and retain suitably qualified and experienced directors having regard to:
• the level of fees paid to executive and non-executive directors of other comparable Australian listed companies;
• the complexity of the TasFoods operations;
• the responsibilities and work requirements of Board members; and
• the skills and diversity of Board members.
6.1. Current fee levels and pool
Within the aggregate amount of $400,000, non-executive director and the former Executive Chair’s directors’ fees
are reviewed periodically and determined by the Nomination and Remuneration Committee and the Board with
reference to other ASX-listed companies that have comparable market capitalisation.
A review of NED fees was undertaken in December 2021, based on the benchmark data of a market capitalisation
comparator group. During the 2023 financial year non-executive and the former Executive Chair’s directors’ fees
(inclusive of superannuation) were:
Director
John Murphy
Ben Swain
John O’Hara
Base Fee
70,000
45,000
45,000
Committee
Chair Fee
Fees sacrificed into
Equity in FY23
-
-
-
40,000
28,000
28,000
Total
110,000
73,000
73,000
Directors may also be reimbursed for travel and other expenses incurred in attending to TasFoods affairs.
A non-executive director may be paid such additional or special remuneration as the Board decides is appropriate
where a director performs extra work or services. No fees were paid during 2023 as additional or special
remuneration.
There are no retirement benefit schemes for directors other than statutory superannuation contributions, and
executive chair and non-executive directors’ remuneration must not include a commission on, or a percentage of,
the profits or income of TasFoods.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 2
DIRECTORS’ REPORT, CONT.
6. NON-EXECUTIVE DIRECTORS’ REMUNERATION STRUCTURE, CONTINUED.
6.2. 2023 long-term incentive arrangements
The key elements of the Non-Executive Directors LTI plan are:
Participants: Non-Executive Directors of TasFoods Limited (NED’s)
Instrument: Performance Share Appreciation Rights (PSARs) which are an entitlement, when exercised, to a Share
or Restricted Share (a Share which is subject to disposal restrictions). Generally, it is expected that vested PSARs
will be satisfied in Restricted Shares. Grants of SARs under the TLRP are intended to be a component of Board Fees
that are part of the remuneration of NEDs, based on an exchange of future cash remuneration, in return for a future
grant of Share Appreciation Rights.
Maximum number of Performance Share Appreciation Rights: The maximum number of PSARs is calculated by
dividing the Annual Directors Cash Fee Sacrifice by the relative value of the PSAR. The value of a PSAR is calculated
using the Black Scholes option pricing model, .
Term: The SARs have a term that ends on 31 December 2027, and if not exercised within the term the SARs will lapse.
Vesting Conditions: The SARs are fully vested at Grant, but are subject to Specified Disposal Restrictions that
facilitate long term holding of equity interests.
Specified Disposal Restrictions: A Specified Disposal Restriction applies to the PSARs (and resulting Restricted
Shares that may flow from exercising them) such that the Restricted Shares may not be disposed of until the earlier of:
• the Participant ceasing to hold office or employment with the Company, and
• the elapsing of 15 years from the Grant Date.
Exercise Price: The exercise price for the PSARs is $0.0137 however this price is notional and no amount needs
to be paid by the Participant in order to exercise the PSARs. Instead it is accounted for in the calculation of the
Exercised PSARs Value which is as follows:
(Share Price - Exercise Price) x Number of PSARs Exercised
Exercise Restriction: An exercise restriction applies to the SARs until 31 December 2025.
Cessation of Holding the office of NED: If a Participant ceases to hold the office of NED or employed position
with the Company and is not immediately re-appointed, Exercise Restrictions and Specified Disposal restrictions
attaching to Restricted Shares will cease to apply at the date of cessation of holding the office of NED and the
Company will remove any CHESS holding lock.
7. RESTRICTIONS ON LTIP SHARES PRIOR TO VESTING
The Company prohibits executives from entering into arrangements to protect the value of unvested Long-Term
Incentive awards. This includes entering into contracts to hedge their exposure to performance rights over shares
granted as part of their remuneration package. Adherence to this policy is monitored informally on an annual basis
where such awards exist by the Nomination and Remuneration Committee requesting confirmation from each of
the executives that no such activity has occurred.
The Company treats compliance with this policy as a serious issue and takes appropriate measures to ensure
policy adherence.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 3
DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES
Details of the nature and amount of each element of the remuneration and shareholdings of the KMP
of the consolidated entity are set out in the following tables.
Table A: Remuneration for KMP for the year ended 31 December 2023
Short Term Employee Benefits
Year
Salary/
Fees
STI
Payment
Unused
Leave
Payment
Non-
monetary
benefits
Long Term
Employee
Benefits
Annual Leave
and Long
Service
Leave
Post-employment
Benefits
Share Based Payments
Super-
annuation
Long term
employment
benefits
Shares
Share
Appreciation
Rights/
Options
Total
Performance
Related %
Current
Non-Executive
Directors
$
John Murphy
2023
63,348
2022
52,175
Ben Swain
2023
40,724
2022
40,770
John O'Hara
2023
45,000
2022
45,000
Former Executive
Chair and
Non-Esecutive
Directors
Craig Treasure
2023
-
$
-
-
-
-
-
-
-
2022
26,278
-
Current KMP
Executives
Scott Hadley 2,3
2023
424,617
2022
426,432
Joshua Fletcher
2023
175,382
2022
-
Former KMP
Executives
Shona Croucher1,3
2023
56,874
2022
267,179
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
6,970
5,428
4,481
4,230
-
-
-
2,681
33,427
26,462
27,881
25,246
15,659
18,985
-
-
(17,703)
5,239
14,595
24,608
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
$
40,000
110,318
79,609
137,212
28,000
73,205
79,609
124,609
28,000
73,000
79,609
124,609
%
0%
0%
0%
0%
0%
0%
-
-
-
0%
28,959
0%
-
484,506
303,562
783,211
-
-
210,026
-
-
44,320
63,887
370,269
0%
0%
0%
0%
0%
0%
1 Shona Croucher resigned as Chief Financial Officer on 17 March 2023
2 Scott Hadley, resignation was announced on 15 January 2024 and effective 28 March 2024
3 Revised to reflect the appropriate vesting period for the FY22 LTI Performance rights award, resulting in an increase of $184,606 for Scott Hadley and $37,448 for Shona Croucher.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 4
DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table B: Shareholdings
Issued as
Remunefration
Share
Buyback
Net other
changes
Current Non-Executive Directors
John Murphy
Ben Swain
John O'Hara
Current KMP Executives
Scott Hadley
Joshua Fletcher
Former KMP Executives
Shona Croucher
Year
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Shares
held at
Start of Year
No.
-
-
1,578,571
1,150,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No.
-
-
-
-
-
-
-
-
-
-
-
-
1 number of shares disclosed as being held at end of year is reflective of the number of shares held at the time of cessation of employment.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
Shares
held at
End of Year
No.
-
-
1,578,571
-
-
-
428,571
1,578,571
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4 5
DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table C: Movements during 2023 in performance rights or options over shares in the Company held,
directly, indirectly or beneficially, by each KMP, including their related parties.
Current Executive
Chair and Non-
executive Directors
John Murphy
Ben Swain
John O'Hara
Current KMP
Executives
Scott Hadley
Joshua Fletcher
Former KMP
Executives
Shona Croucher1
Year
2023
2022
2023
2022
2023
2022
Year
2023
2022
2023
2022
2023
2022
Share
Appreciation
Rights
held at
Start of Year
Granted as
remuneration
Vested and
exercisable
Exercised
during the
reporting
period
Forfeited
Share
Appreciation
Rights
held at
End of Year
No.
No.
No.
No.
No.
2,106,061
2,919,708
-
2,106,061
2,106,061
2,043,796
-
2,106,061
2,106,061
2,043,796
-
2,106,061
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Performance
Share
Appreciation
Rights or
Options
held at
Start of Year
No.
Granted as
remuneration
Vested and
exercisable
Exercised
during the
reporting
period
Forfeited
32,181,208
-
5,000,000
27,181,208
-
-
No.
7,838,926
-
-
-
-
7,838,926
No.
-
-
-
-
No.
-
-
No.
-
-
-
-
No.
-
-
No.
-
-
-
-
No.
-
-
5,025,769
2,106,061
4,149,857
2,106,061
4,149,857
2,106,061
Performance
Share
Appreciation
Rights or
Options
held at
End of Year
No.
32,181,208
32,181,208
-
-
No.
7,838,926
7,838,926
1Shona Croucher resigned as Chief Financial Officer on 17 March 2023, the amount shown is as at the date of resignation.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 6
DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table D: Share-based payments granted as remuneration to KMP
Year Grant Date
Number
Granted
Exercise
Price
Expiry
Date
Date when
Options/
SAR's
may be
exercised
Value of
Performance
Share
Appreciation
Rights or
Options
Granted
Unamortised
amount as at
31 December
2022
Number
Vested
Percentage
of Grant
Forfeited
Current
Non-executive
Directors
No.
$
No.
John Murphy
2023 30-May-23 2,919,708 $0.0137 30-May-27 31-Dec-25
40,000
2022
30-May-22
2,106,061
$0.065 30-May-26 31-Dec-24
79.609
Ben Swain
2023 30-May-23 2,043,796 $0.0137 30-May-27 31-Dec-25
28,000
2022
30-May-22
2,106,061
$0.065 30-May-26 31-Dec-24
79.609
John O'Hara
2023 30-May-23 2,043,796 $0.0137 30-May-27 31-Dec-25
28,000
2022
30-May-22
2,106,061
$0.065 30-May-26 31-Dec-24
79.609
Current KMP
Executives
Scott Hadley
2023
-
-
-
-
-
-
-
-
-
-
-
-
-
2022
7-Jun-22
27,181,208
$0.066
7-Jun-27
31-Dec-24
649,631
73,842
Joshua Fletcher
2023
-
-
-
-
2022
-
Nil
-
-
-
-
-
-
-
-
No.
0%
0%
0%
0%
0%
0%
0%
0%
0%
End of Remuneration Report (Audited)
INDEMNITY AND INSURANCE OF OFFICERS
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith. During
the financial year, the Company paid a premium in respect of a contract to insure the directors and officers of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of liability and the amount of the premium.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not
paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
ENVIRONMENTAL REGULATIONS
The Company is subject to usual Federal and State environmental regulations. TasFoods manufacturing sites are
licenced with Council and State authorities. The licences stipulate performance standards for all emissions (noise,
air, odour, waste water etc), from the sites as well as the frequency and method of assessment of emissions. The
Company’s activities are in full compliance with all prescribed environmental regulations.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 7
DIRECTORS’ REPORT, CONT.
SHARE OPTIONS AND PERFORMANCE RIGHTS
Share Options and Performance Rights over ordinary shares of TasFoods Limited at the date of this report
are as follows:
Grant Date Grant Instrument
Expiry Date
Exercise Price
Number Granted
30-May-23 Share Appreciation Rights
30-May-22 Share Appreciation Rights
31-Dec-27
31-Dec-26
$ 0.0137
7,007,300
$ 0.065
6,318,183
7-Jun-22 Performance Share Appreciation Rights
7-Jun-27
$ 0.066
40,187,920
No.
27-Aug-21 Options
27-Aug-21 Options
6-Sep-21 Performance Rights
27-Aug-26
27-Aug-26
6-Sep-26
$ 0.010
2,500,000
$ 0.010
2,500,000
$ -
1,851,707
60,365,110
Further details regarding share options and performance rights granted are contained within the Remuneration
Report and in note 30.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of the Court under Section 237 of the Corporations Act 2001 to bring proceedings
on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of
taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a
party to any proceedings during the year.
NON-AUDIT SERVICES
The Group may decide to engage its auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Group are important. Where auditors are engaged to perform non-
audit services, the Directors are satisfied that the provision of these non-audit services by the auditor (or by another
person or firm on the auditor’s behalf ) is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
Details of amounts paid or payable to the Group’s auditor for audit and non-audit services provided during the year
are set out below.
Auditors of the parent entity:
Auditing the financial report
Other assurances services
2023
$
2022
$
243,000
-
243,000
278,500
-
278,500
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 8
DIRECTORS’ REPORT, CONT.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001
is included at page 49 of the Annual Report.
AUDITOR
PricewaterhouseCoopers continues in accordance with section 327 of the Corporations Act 2001. There are no
officers of the Company who are former audit partners of PricewaterhouseCoopers.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors support
the principles of good corporate governance. The Group continued to follow best practice recommendations
as set out by the ASX Corporate Governance Council. Where the Group has not followed best practice for
any recommendation, explanation is given in the Corporate Governance Statement which is available on the
Company’s website at https://www.tasfoods.com.au/corporate-governance/
ROUNDING OF AMOUNTS
The amounts contained in this report and in the financial report have been rounded to the nearest thousand (where
rounding is applicable) under the option available to the company under ASIC Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191. The company is an entity to which the Class Order applies. Amounts in
the directors’ report have been rounded off in accordance with the Class Order to the nearest thousand dollars, or
in certain cases, to the nearest dollar.
Signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations
Act 2001.
On behalf of the Directors
John Murphy
Non-Executive Chair
29 February 2024
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
4 9
Auditor’s Independence Declaration
As lead auditor for the audit of TasFoods Limited for the year ended 31 December 2023, I declare that
to the best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of TasFoods Limited and the entities it controlled during the period.
Brad Peake
Partner
PricewaterhouseCoopers
Melbourne
29 February 2024
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
tasfoods.com.au
5 0
5 0
FINANCIAL
REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes In Equity
Consolidated Statement of Cash Flows
Notes to Financial Statements
Directors’ Declaration
Independent Auditor’s Report
51
52
53
54
55
92
93
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 1
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the Year Ended 31 December 2023
Continued Operations
Revenue from operations
Other income
Profit/(Loss) on sale of fixed assets
Fair value adjustment of biological assets
Impairment
Raw materials used
Employment and contractor expense
Freight
Occupancy costs
Depreciation and amortisation
Finance costs
Insurance
Legal and professional fees
Marketing and event expenses
Repairs and maintenance
Other expenses
Profit /(Loss) before income tax
Income tax benefit/(expense)
Net Profit/(Loss) after tax for the year from continuing operations
Net profit after tax for the year from discontinued operations
Net Profit/ (Loss) after tax for the year
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Other comprehensive loss net of tax
Total comprehensive income
Net profit for the period attributable to:
Non-controlling interest
Owners of TasFoods Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of TasFoods Limited
Total comprehensive income for the year is attributable to:
Continuing operations
Discountinuing operations
Basic proft/(loss) per share (cents per share)
Diluted profit/(loss) per share (cents per share)
Basic proft/(loss) per share from continuing operations (cents per share)
Diluted profit/(loss) per share from continuing operations (cents per share)
Basic proft/(loss) earnings per share from discontinued operations (cents per share)
Diluted profit/(loss) earnings per share from discontinued operations (cents per share)
Note
2023
$'000
2022
$’000
7
7
7
11
8
9
3
Note
5
5
5
5
5
5
47,811
792
(105)
243
-
(26,724)
(15,354)
(3,458)
(890)
(1,195)
(618)
(741)
(975)
(290)
(704)
(2,839)
(5,047)
-
(5,047)
41.948
317
25
375
(2,910)
(24,648)
(15,008)
(2,943)
(989)
(1,281)
(469)
(589)
(729)
(356)
(886)
(2,585)
(10,728)
(79)
(10,807)
4,060
(987)
(5,672)
(16,478)
-
(987)
-
(987)
(987)
-
(987)
(987)
(5,047)
4,060
(987)
2023
Cents
(0.23)
(0.23)
(1.15)
(1.15)
0.93
0.93
-
(16,478)
-
(16,478)
(16,478)
-
(16,478)
(16,478)
(10,806)
(5,672)
(16,478)
2022
Cents
(4.03)
(4.03)
(1.39)
(1.39)
(2.64)
(2.64)
Prior year comparatives have been restated due to continued operations, refer note 3 for details of discontinued operations.
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 2
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
Current Assets
Cash and cash equivalents
Trade and other receivables
Biological assets
Inventory
Prepayments
Total Current Assets
Non-Current Assets
Property, plant and equipment
Right of use assets
Intangible assets
Biological assets
Deferred tax assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Lease Liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Lease Liabilities
Provisions
Deferred tax liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed Equity
Reserves
Accumulated Losses
Total Equity
Note
2023
$'000
2022
$’000
20
10
11
12
13a
13b
14
11
9
15
16
13b
17
16
13b
17
9
18
19
3,432
3,209
3,487
2,128
691
12,947
17,264
4,422
572
-
-
22,258
35,205
9,662
2,284
332
987
13,265
13
4,241
111
-
4,365
17,630
351
4,734
2,557
4,574
1,144
13,360
23,713
1,541
556
14
-
25,824
39,184
11,645
1,022
373
1,362
14,402
4,739
1,494
219
-
6,452
20,854
17,575
18,330
66,834
1,353
(50,612)
17,575
66,834
1,121
(49,625)
18,330
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 3
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 31 December 2023
At 1 January 2022
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Issue of shares
Share issue costs
Share-based payment expense
As at 31 December 2022
At 1 January 2023
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Issue of shares
Share issue costs
Share-based payment expense
As at 31 December 2023
Contributed
Equity
$’000
Reserves
$’000
Accumulated
Losses
$’000
61,054
-
-
-
5,964
(184)
-
66,834
66,834
-
-
-
-
-
-
66,834
691
-
-
-
-
-
430
1,121
1,121
-
-
-
-
-
232
1,353
(33,147)
(16,478)
-
(16,478)
-
-
(49,625)
(49,625)
(987)
-
(987)
-
-
(50,612)
Total
$’000
28,598
(16,478)
-
(16,478)
5,964
(184)
430
18,330
18,330
(987)
-
(987)
-
-
232
(17,575)
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 4
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 31 December 2023
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Other
Net cash (used in)/from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for other non-current assets
Proceeds from disposal of property, plant, and equipment
Net cash from business combination
Net cash (used in)/from investing activities
Cash flows from financing activities
Proceeds from issue of shares
Cost of issuing shares
Proceeds from borrowings
Repayment of borrowings
Principal elements of lease payments
Transaction costs related to borrowings
Net cash (used in)/from by financing activities
Net (decrease)/increase in cash held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
The above cashflow statement includes continuing and discontinued operations.
Refer to note 3 for details on cash flow relating to discontinued operations.
Note
2023
$'000
2022
$’000
20
76,331
(80,026)
181
(579)
590
(3,502)
(1,614)
(3)
11,452
686
10,521
-
-
1,856
(5,343)
(305)
(146)
(3,938)
71,722
(76,987)
1
(435)
(111)
(5,810)
(972)
-
1,593
-
621
5,964
(153)
925
(2,304)
(320)
(21)
4,090
3,081
(1,098)
20
351
3,432
1,450
351
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 5
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2023
1. GENERAL INFORMATION
The consolidated financial statements and notes represent those of TasFoods Limited and its Controlled Entities. TasFoods Limited is a company
incorporated in Australia, and whose shares are publicly traded on the Australian Securities Exchange (ASX).
The financial statements were authorised for issue on 29 February 2024 by the Directors of the Company.
All press releases and other information are available on our website www.tasfoods.com.au.
Going Concern
These financial statements have been prepared on the basis the Group is a going concern.
For the year ended 31 December 2023 the consolidated entity incurred losses of $1.0 million after tax (2022: $16.5 million loss) and incurred
net cash outflows from operations of $3.5 million (2022: $5.8 million). At 31 December 2023, the consolidated entity had cash and cash
equivalents on hand of $3.4 million (31 December 2022: $0.4 million), and consolidated entity was in a net current liability position of $0.3 million
(31 December 2022: net current liability position of $1.0 million).
The ability of the Group to continue as a going concern is dependent on the continuing implementation of its strategic initiatives, a disciplined
and focused approach to managing input costs and other profitability enhancement initiatives. In addition, management is aiming to improve the
current financial position and cash flows of the Group through divestment of assets not utilised as part of the Poultry and remaining dairy segments
and negotiating and obtaining additional funding (at 31 December 2023 current external borrowings are $2.3 million) from alternative sources if
required. The strategic initiatives include:
• Implementation of enhanced Poultry operational ways of working, controlling the Poultry supply chain from hatchery through to processing
to gain efficiencies, and implementation of further cost saving improvements across both divisions (including wastage reduction and yield
improvement initiatives).
inputs, distribution and logistics.
• On-going assessment of customer and product profitability with low or negative margin products exited.
• Increasing gross margins through negotiated sales price increases with customers and execution of identified cost savings over raw material
• Continued acceleration and growth of Pet Treats across mainland and statewide Tasmania.
• Export certification of the Pyengana Dairy cheese product to increase sales for export opportunities outside Australia.
• Continued acceleration of mainland growth initiatives and customer acquisition.
• Continued adoption of the developed capital management framework and a disciplined approach to assessing all opportunities to ensure
strategic alignment, financial return, risk management and capability to execute.
Progress was made during 2023 towards the above strategies. Initiatives included SKU rationalisation of low volume/loss making products,
successful implementation of price rises, refinement of minimum order quantities and distribution network profit improvement strategies,
together with cost saving initiatives to gain better production efficiencies in the Poultry segment. The directors are of the opinion the Group will
be successful in the continued implementation of further enhancements to the above strategic objectives during 2024.
TasFoods business is reduced in scope and complexity after the successful divestment of Betta Milk and Meander Valley Dairy and Shima Wasabi.
The new Group's ability to repay current borrowings and meet its working capital requirements is based on a forecast EBITDA and cash flow
requirements, which is based on meeting operational forecasts together with cost reduction strategies across the remaining business units.
The Group's forecasted EBITDA is based on a combination of historic trends, engagement with key customers and internal demand analysis
and includes judgement in relation to future pricing and demand for existing and new products. Future forecasts incorporate modest price
increases with additional growth to be achieved through increased distribution, whilst costs will be managed through a combination of previously
implemented restructuring activities and cost reduction strategies to be employed across the business, SKU rationalisation where appropriate
and divestment of assets not utilised.
Given the risk associated with the timing and quantum of profitability improvement initiatives, the ability to divest assets not utilised and the
agricultural risk associated with key drivers of input costs and gross profit margins, there is material uncertainty which may cast significant doubt
on the Group's ability to continue as a going concern, and therefore, that it may be unable to realise its assets and discharge its liabilities in the
normal course of business.
However, the directors believe that the Group will be successful in the above matters and, accordingly, have prepared the financial report on a
going concern basis.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
2. SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD
During June 2023 the Shima Wasabi business unit was sold for $0.7 million less employee entitlements. In December 2023 the Betta Milk and
Meander Valley Dairy business units were sold to Bega Cheese Limited as part of a plant and equipment and brand sale for $11.1 million less
employee entitlements, plus inventory. Proceeds were used to repay all debt with ANZ. In December 2023 a chicken hatchery business,
Redbank Poultry, was purchased to strengthen the supply chain in the poultry division.
Other than the above, there were no significant changes in the state of affairs of the Group during the financial year.
A detailed discussion of the Group’s financial performance and position is included in the Operating and Financial Review on pages 10 to 21
at the start of this Annual Report.
There have been no changes in accounting policies since the previous financial report at 31 December 2022.
3. DISCONTINUED OPERATIONS
The continual assessment of all Company business divisions and their asset portfolio under the Capital Management Framework to ensure
operational performance to deliver strong returns for shareholders.
On 30 June 2023 the Shima Wasabi business was sold with a sale price of $0.7 million less employee entitlements. The business realised a net
loss on sale of $1.0 million including biological assets. On 1 December 2023 the Betta Milk and Meander Valley Dairy plant and equipment and
brands were sold to Bega Cheese Limited for $11.1 million less employee entitlements. This realised a net profit on sale of $6.1 million. The carrying
amount of plant and equipment was in total $4.6 million. During the year Betta Milk cool room buildings were sold and leased back, which
realised a profit on sale of $0.5 million. These business units have been reported in the current reporting period as a discontinued operation.
Cash equivalents, Land and buildings, accounts receivable, accounts payable for these business units remain with Tasfoods Limited.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
3. DISCONTINUED OPERATIONS, CONT.
Financial information relating to the discontinued operation for the 12 months period is set out below:
Financial performance information – discontinued operations
Revenue from operations
Other income
Profit/(Loss) on sale of fixed assets
Fair value adjustment of biological assets
Impairment
Raw materials used
Employment and contractor expense
Freight
Occupancy costs
Depreciation and amortisation
Finance costs
Insurance
Legal and professional fees
Marketing and event expenses
Repairs and maintenance
Other expenses
Profit /(Loss) before income tax
Income tax benefit/(expense)
Net Profit/(Loss) after tax for the year from continuing operations
Net profit after tax for the year from discontinued operations
Net Profit/ (Loss) after tax for the year
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Other comprehensive loss net of tax
Total comprehensive income
Net profit for the period attributable to:
Non-controlling interest
Owners of TasFoods Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of TasFoods Limited
2023
$'000
26,241
64
6,069
-
-
(16,241)
(6,249)
(2,553)
(448)
(753)
(154)
(195)
(55)
(149)
(504)
(1,013)
4,060
-
4,060
-
4,060
2022
$’000
28,639
46
639
-
(3,925)
(17,215)
(7,288)
(2,529)
(531)
(818)
(73)
(207)
(127)
(254)
(577)
(1,452)
(5,672)
-
(5,672)
-
(5,672)
-
4,060
-
(5,672)
-
4,060
4,060
-
4,060
4,060
-
(5,672)
(5,672)
-
(5,672)
(5,672)
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
3. DISCONTINUED OPERATIONS, CONT.
Cash flow information – discontinued operations
Net cash (used)/generated in operating activities
Net cash (used)/generated in investing activities
2023
$'000
2022
$’000
266
(1,419)
12,123
951
Net cash (used)/generated by financing activities
(10,936)
(270)
Net (decrease)/increase in cash and cash equivalents from discontinued operations
1,453
(738)
Accounting policy for discontinued operations
A discontinued operations is a component of the consolidated entity that has been disposed of that represents a separate major line of business
or geographical area of operations. The results of discontinued operations are presented separately on the face of the statement of profit and
loss and other comprehensive income.
4. SEGMENT INFORMATION
The operating segments are based upon the units identified in the operating reports reviewed by the Board and executive management, and that
are used to make strategic decisions, in conjunction with the quantitative thresholds established by AASB 8 Operating Segments. As such, there
are three identifiable and reportable segments each of which are outlined below:
• The Dairy segment incorporates Pyengana Dairy, the assets of which were acquired in October 2017. The Dairy segment primarily derives
revenue from dairy processing and manufacturing activity of premium cheese, products. These products are sold under the Pyengana Dairy
brand.
• The Poultry segment incorporates the net assets and business operations of Nichols Poultry Pty Ltd, which was acquired in June 2016. Revenue
is primarily derived from the sale of poultry meat products sold under the Nichols Poultry and Nichols Kitchen brands. On 15 December 2023,
a chicken hatchery business was acquired and called Nichols Hatchery Pty Ltd, which secures and strengthens the poultry supply chain.
• The Shared Services segment, which comprise:
- Corporate costs that are not directly attributable to operational business units, including Shared Service teams, which provide
administrative support to the operational production units in the areas of financial management, human resources, IT, sales, marketing,
brand management, route to market, quality assurance and food safety, and work health and safety; and
- Management measures the performance of the segments identified at the ‘net profit before tax’ level.
There are three operating segments under the criteria set out in AASB 8 being TasFoods Limited (TFL), Poultry comprising Nichols Poultry and
Nichols Hatchery, Dairy which comprises Pyengana Dairy and Shared Services comprising corporate costs.
Betta Milk (Van Diemen’s Land Dairy) and Meander Valley Dairy were sold on 1 December 2023 and are classified as discontinued operations and
are no longer included in the dairy segment for disclosure.
Shima Wasabi was sold on 30 June 2023 and is classified as discontinued operations and is no longer included in the horticulture segment for
disclosure.
Refer to note 3 – discontinued operations for further information.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
5 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
4. SEGMENT INFORMATION, CONT.
Continued Operations
2023
Revenue
Total segment sales revenue
Other income
Profit/(loss) on sale of fixed assets
Segment profit/(loss)
Profit/(loss) after tax from discontinued operations
Profit/(loss) before income tax expense
Income tax (expense)/benefit
Loss after income tax expense
Assets
Segment assets
Unallocated assets from continuing operations:
Total Assets
Total assets include:
Liabilities
Segment liabilities
Deferred tax liability/(asset)
Total liabilities
Dairy
$'000
Poultry
$’000
2,432
-
2,432
-
159
45,302
709
46,011
(100)
673
Shared
Services
$’000
78
82
160
(5)
(5,879)
Total
$’000
47,812
791
48,603
(105)
(5,047)
4,060
(987)
-
(987)
(1,659)
2,801
34,063
35,205
-
35,205
2,493
12,780
2,356
17,629
-
17,629
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
4. SEGMENT INFORMATION, CONT.
2022
Revenue
Total segment sales revenue
Other income
Segment profit/(loss)
Profit/(loss) after tax from discontinued operations
Profit/(loss) before income tax expense
Income tax (expense)/benefit
Loss after income tax expense
Assets
Segment assets
Unallocated assets from continuing operations:
Total Assets
Total assets include:
Liabilities
Segment liabilities
Deferred tax liability/(asset)
Total liabilities
Dairy
$'000
Poultry
$'000
Shared
Services
$'000
2,305
7
2,312
39,545
298
39,843
99
12
111
52
(5,480)
(5,790)
(2,589)
2,372
41,980
Total
$'000
41,949
317
42,266
(11,218)
(5,181)
(16,399)
(79)
(16,478)
39,185
-
39,185
6,422
11,740
2,532
20,854
-
20,854
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
SHAREHOLDER RETURNS
5. EARNINGS PER SHARE
Basic profit/(loss) per share
Diluted profit/(loss) per share
Basic profit/(loss) per share from continuing operations
Diluted profit/(loss) per share from continuing operations
Basic profit/(loss) earnings per share from discontinued operations
Diluted profit/(loss) earnings per share from discontinued operations
Profit/(loss) from continuing operations
Profit/(loss) from discontinued operations
Profit/(loss) attributable to the ordinary equity holders of the company used
in calculating basic and diluted earnings per share
Basic
Weighted average number of ordinary shares outstanding during the period
used in the calculation of basic earnings per share
Diluted
Weighted average number of ordinary shares and convertible redeemable
preference shares outstanding and performance rights during the period used
in the calculation of basic earnings per share
Information Concerning the Classification of Securities
Potential ordinary shares:
2023
Cents
2022
Cents
(0.23)
(0.23)
(1.15)
(1.15)
0.93
0.93
2023
$'000
(5,047)
4,060
(4.03)
(4.03)
(1.39)
(1.39)
(2.64)
(2.64)
2022
$'000
(5,673)
(10,805)
(987)
(16,478)
2023
Number
2022
Number
437,095,516
408,941,536
437,095,516
408,941,536
a) There were no options (other than those referred to in note 30 or other forms of potential shares on issue at 31 December 2023
(31 December 2022: nil).
b) Options granted (as referred to in note 30) are not included in the calculation of diluted earnings per share as the share price as at
31 December 2023 was lower than the exercise price. If the share price were to increase above the exercise price, any options exercised
would have a dilutive impact on the earnings per share.
Recognition and measurement
Basic earnings per share is calculated as net profit attributable to shareholders, adjusted to exclude any costs of servicing equity (other than
dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable shareholders, adjusted for:
• Costs of servicing equity (other than dividends) and preference share dividends;
• The after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
• Other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
6. DIVIDENDS TO SHAREHOLDERS
No dividends have been paid or declared during the year ended 31 December 2023 (31 December 2022: Nil).
PROFIT AND LOSS INFORMATION
7. REVENUE
Revenue from continuing operations
Sales revenue
Profit on sale of fixed assets
Profit/(loss) on Sale of Property, Plant & Equipment
Other income
Interest received
Sundry income
Revenue from discontinued operations
Sales revenue
Profit on sale of fixed assets discontinued operations
Profit/(loss) on Sale of Property, Plant & Equipment
Other income discontinued operations
Interest received
Sundry income
Revenue from total operations
Sales revenue
Profit on sale of fixed assets total
Profit/(loss) on Sale of Property, Plant & Equipment
Other income total
Interest received
Sundry income
2023
$’000
2022
$’000
47,811
41,948
(105)
25
185
607
792
-
317
317
2023
$'000
2022
$'000
26,241
28,639
6,069
639
-
64
64
-
46
46
74,052
70,587
5,964
664
185
670
855
-
364
364
Profit on sale of property, plant and equipment within discontinued operations of $6.1m includes:
• sale of Betta Milk and Meander Valley Dairy assets in December 2023
• sale of non-core property assets, equipment sales
• sale of Shima Wasabi business in June 2023.
Sundry income includes freight recovered, fuel tax credits, rent received, freight equalisation recoveries received as well as other sundry items.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
7. REVENUE, CONT.
Recognition and measurement
Sales revenue
Accounting for wholesale sales of poultry and dairy goods
The sale of poultry and dairy goods is measured at the fair value of consideration received net of any trade discounts and volume rebates
allowed.
The sale of poultry and dairy goods represents a single performance obligation and accordingly, revenue is recognised in respect of the sale of
these goods at the point in time when control over the corresponding goods and services is transferred to the customer (i.e. at a point in time for
sale of goods when the goods are delivered to the customer or transferred to the freight forwarder).
Revenue is recognised when control of the goods transfer to the customer i.e when the goods have been delivered to a customer pursuant to a
sales order. Delivery occurs when the products have been shipped to the customer, the risks of obsolescence and loss have been transferred to
the customer, and either the customer has accepted the products, the acceptance provisions have lapsed, or the group has objective evidence
that all criteria for acceptance have been satisfied.
A gain on sale of Property, Plant and Equipment is recognised when title has transferred and the purchaser has the right to control the asset.
Revenue on sale of freehold land and buildings is recognised when the title has transferred and the purchaser has the right to control the asset.
Interest revenue
Interest revenue is recognised on a proportional basis using the effective interest rate method.
8. EXPENSES
Continued operations
Profit before income tax expense includes the following specific expenses:
Employee benefits expense:
Salaries and wages
Temporary employees
Share based payments
Superannuation expense (defined contribution)
Total employee benefits
Other employee expenses
Total employment and contractor expense
2023
$’000
2022
$’000
11,958
2,047
232
1,117
15,354
-
15,354
13,844
1,233
430
1,161
16,667
-
16,667
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
9. INCOME TAX
(a) Income tax recognised in profit or loss:
Tax expense/(benefit) comprises:
Current tax (benefit)/expense
Deferred tax movements
Deferred income tax (benefit)/expense included in income tax expense comprises:
(Increase)/decrease in deferred tax assets
Increase/(decrease) in deferred tax liabilities
Reconciliation of income tax expense to proforma facie tax on accounting profit:
Loss before income tax expense
Tax benefit at Australian tax rate of 30% (2022: 30%)
Tax effect of amounts which are not deductible in calculating taxable income
Recognition of capital gains tax cost bases on sale of assets
Derecognition/(recognition) of carry forward tax losses
(b) Income tax benefit recognised directly in equity during the period
Deferred tax arising from share issue costs
2023
$’000
2022
$’000
-
-
-
(468)
468
-
-
-
-
(1,842)
1,842
-
(987)
(16,399)
(296)
78
(2,203)
2,421
-
(4,920)
142
-
4,857
79
-
-
(79)
(79)
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 5
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
9. INCOME TAX, CONT.
(c) Deferred tax balances
Taxable and deductible temporary differences arise from the following:
Gross deferred tax assets:
Provisions
Trade and other payables
Share issue expenses
Trade and other receivables
Property, plant and equipment
Tax Losses
Acquisition costs
Lease liability
Gross deferred tax liabilities:
Biological assets
Inventory
Property, plant and equipment
Other
Net deferred tax asset/(liability)
Unused tax losses
Opening
Balance
$000
Charged to
Income
$000
Closing
Balance
$000
567
57
110
20
240
469
96
98
1,657
(867)
(5)
(669)
(116)
(1,657)
-
(206)
47
(87)
53
(240)
113
(96)
(53)
(468)
28
5
366
69
468
-
361
105
23
73
-
582
-
45
1,189
(838)
-
(304)
(47)
(1,189)
-
The Group has recognised tax losses in the year ended 31 December 2023 only to the extent of the Groups taxable temporary differences. After
recognition of these losses the Group had a further $48.1 million of carry forward tax losses for which no deferred tax asset has been recognised
(31 December 2022: $45.9 million). The losses relate to both Group’s current operations and losses incurred by the loyalty, rewards and payments
business previously operated by the Group. Prior to recognising the carry forward tax losses transferred into and incurred by the loyalty, rewards
and payments business, the Group will finalise the application of the continuity of ownership and continuity of business tests.
Capital losses
Revenue losses
Potential tax benefit at 30%
2023
$’000
-
48,132
48,132
2022
$’000
-
45,842
45,842
14,440
13,756
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
9. INCOME TAX, CONT.
Recognition and measurement
Current income tax expense or revenue is the tax payable on the current year’s taxable income based on the applicable income tax rate adjusted
by changes in deferred tax assets and liabilities.
A balance sheet approach is adopted, under which deferred tax assets and liabilities are recognised for temporary differences between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. No deferred tax asset or liability is recognised if it arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either accounting or taxable profit or loss.
Deferred tax assets are recognised for temporary differences and unused tax losses only when it is probable that future taxable amounts will be
available to utilise those temporary differences and losses. Current and deferred tax balances attributable to amounts recognised directly in
equity are also recognised directly in equity.
Tax Consolidation
The Company and its wholly owned Australian controlled entities have formed an income tax consolidated group effective 1 July 2010 under tax
consolidation legislation. Each entity in the Group recognises its own deferred tax assets and liabilities arising from temporary differences. Such
taxes are measured using the ‘stand-alone taxpayer’ approach. Current tax liabilities or assets and deferred tax assets arising from unused tax
losses and tax credits in the controlled entities are immediately transferred to the head entity which is the Parent entity. No tax sharing or funding
arrangements are presently in place.
CURRENT ASSETS
10. TRADE AND OTHER RECEIVABLES
Trade Receivables
Loss allowance
Other receivables
Loss Allowance
Movements in the loss allowance were as follows:
Carrying value at the beginning of the year
Increase/(decrease) in loss allowance recognised
Carrying value at the end of the year
Trade receivables past due but not impaired
Under one month
One to three months
Over three months
2023
$’000
2022
$’000
2,913
(242)
538
3,209
4,487
(67)
313
4,733
67
175
242
386
20
267
673
47
20
67
744
296
131
1,201
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
10. TRADE AND OTHER RECEIVABLES, CONT.
Recognition and measurement
Trade receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables
expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as
non-current assets.
Trade receivables are initially recognised at fair value and subsequently recognised less any expected loss allowance. The Group applies the
AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To
measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the number of days
outstanding. The expected loss rates applied are based upon the payment sales profiles over a 12-month period and the historical credit losses
experienced in this period. Historical loss rates are adjusted to reflect current and forward-looking information including macroeconomic factors
affecting the ability of the customers to settle the receivables.
The loss allowance is determined as follows for trade receivables:
31 December 2023
Expected Loss Rate
Trade Receivables Gross Carrying Amount ($’000)
Loss Allowance ($’000)
31 December 2022
Expected Loss Rate
Trade Receivables Gross Carrying Amount ($’000)
Loss Allowance ($’000)
Current
30 days
60 days
90+ days
Total
0%
2,240
-
0%
386
-
0%
20
-
91%
267
242
2,913
242
Current
30 days
60 days
90+ days
Total
0%
3,285
-
0%
774
-
0%
296
-
51%
131
67
4,487
67
The amount of the impairment loss is recognised in the Consolidated Statement of Profit or Loss within other expenses. When a trade receivable
for which an impairment allowance has been recognised becomes uncollectible in a subsequent period, it is written off against the provision
account. Subsequent recoveries of amounts previously written off are credited against other expenses.
Fair values of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is approximated to fair value.
Credit risk
The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties other than those
receivables specifically provided for within the loss allowance. The main source of credit risk to the Group is considered to relate to the class of
assets described as ‘trade and other receivables’.
The above table details the Group’s trade and other receivables exposed to credit risk (prior to collateral and other credit enhancements) with
ageing analysis and impairment provided thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms
and conditions agreed between the Group and the customer or counterparty to the transaction. Receivables that are past due are assessed for
impairment by ascertaining the solvency of the debtors and are provided for where there are specific circumstances that the debt may not be
fully repaid to the Group.
The balances of receivables that remain within initial trading terms are considered to be of low credit risk.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
11. BIOLOGICAL ASSETS
Balance as at 1 January 2022
Increases due to purchases and production
Decreases due to sales/processing/mortality (i)
Movement in fair value as a result of physical and/or price changes (ii)
Balance as at 31 December 2022
Current
Non-current
Balance as at 1 January 2023
Increases due to purchases and production
Decreases due to sales/processing/mortality (i)
Movement in fair value as a result of physical and/or price changes (ii)
Balance as at 31 December 2022
Current
Non-current
Poultry
$’000
1,916
1,929
(1,916)
298
2,227
2,227
-
2,227
2,227
3,244
(2,227)
243
3,487
3,487
-
3,487
Wasabi
Plants
$’000
259
36
(28)
77
344
330
14
344
344
-
(344)
-
-
-
-
-
Total
$’000
2,175
1,965
(1,944)
375
2,571
2,557
14
2,571
2,571
3,244
(2,571)
243
3,487
3,487
-
3,487
(i) includes biological assets reclassified as inventory at the point of harvest and/or processing.
(ii) includes physical changes as a result of biological transformation such as growth, degeneration and procreation.
Recognition and Measurement
Biological assets of the Group include poultry and wasabi plants (FY2022 only) and are measured at fair value less costs to sell in accordance
with AASB 141 Agriculture. Where fair value cannot be reliably measured or little or no biological transformation has taken place biological assets
are measured at cost less impairment losses.
Market prices are derived from observable market prices and achieved sales prices and are reduced for costs associated with bringing the
finished product to market, including incremental selling costs and harvesting and production costs to process the biological asset into a saleable
form.
The change in estimated fair value is charged to the income statement on a separate line item as fair value adjustment of biological assets. This
line item includes movements in fair value as a result of both physical and price changes.
Biological assets are reclassified as inventory at the point of harvesting or processing.
As at 31 December 2023, the Group held 553,165 live poultry (2022: 510,494), 325,890 fertile eggs (2022: nil) nil mature wasabi plants (2022:
7,847) and nil immature wasabi plants (2022: 1,489) that are less than 12 months of age and not suitable for harvest.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
6 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
11. BIOLOGICAL ASSETS, CONT.
Poultry
For live poultry below 26 days of age (which is consistent with independent poultry performance guidelines for meat chicken) the carrying
amount is a reasonable approximation of fair value. Live poultry with an estimated age of greater than 26 days are measured at fair value less
costs to sell and the measurement is categorised into Level 2 in the fair value hierarchy.
The valuation is completed at the whole dressed bird stage for each batch of live poultry as there is no effective market for live poultry produced
by the Group. The valuation methodology takes into consideration estimated growth rates, feed intake and carcass yield per independent
performance guidelines.
Based on market prices and weights utilised at 31 December 2023, with all other variables held constant, the Group’s net profit/(loss) for the
period would have been impacted by $113,545 (2022: $88,201) by a pricing or dressed weight increase/decrease of 5%.
Hatchery
Live poultry (breeder birds) have a 62-week productive live age. The valuation methodology takes into account the age of the birds and direct
production costs of labour, feed, vaccination, power, gas, shavings and cost of freight for the breeder birds to be able to calculate the fair value.
For fertile eggs 0 to 21 days, the valuation methodology takes into account costs that relate to the incubation period to be able to calculate the
fair value.
Fair value measurement
Recurring fair value measurements
- Poultry
- Wasabi plants
Total biological assets recognised at fair value
Recurring fair value measurements
- Poultry
- Wasabi plants
Total biological assets recognised at fair value
2023
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
-
-
-
3,487
-
3,487
-
-
-
3,487
-
3,487
2022
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
-
-
-
2,227
-
2,227
-
344
344
2,227
345
2,571
Fair value measurements using significant unobservable inputs
The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:
Description
Wasabi plant biological assets at fair value:
Unobservable inputs
Relationship to unobservable inputs to fair value
Average yield per wasabi plant used in fair value measurement:
nil kilograms (31 December 2022: 0.28 kilograms)
An increase/decrease in yield would result in a direct
increase/decrease in the fair value
AASB 141 Agriculture applies to all biological assets (excluding bearer plants) and agricultural produce at the point of sale, and is applied to the
valuation of the wasabi crop (the biological asset) as well as harvested material.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
12. INVENTORY
Finished goods
Raw materials and packaging
Other
Recognition and measurement
2023
$’000
2022
$’000
389
1,251
488
2,128
1,641
2,363
570
4,574
Inventories are measured at the lower of cost and net realisable value and are assigned on a weighted average cost basis. Net realisable value is
the estimated selling price in the ordinary course of business, less estimated costs of completion and costs to sell.
Inventories are accounted for in the following manner:
• Finished goods: cost includes direct materials, direct labour and an appropriate proportion of manufacturing variable and fixed overheads
based on normal operating capacity, but excluding any borrowing costs.
• Biological assets reclassified as inventory: the initial cost assigned to agricultural produce is the fair value less costs to sell at the point of
harvesting or processing in accordance with AASB 141.
• Raw materials and packaging: valued at purchase cost.
NON-CURRENT ASSETS
13. PROPERTY, PLANT AND EQUIPMENT
(a) Property, Plant and Equipment
Land and buildings - at cost
Less accumulated depreciation
Plant and equipment - at cost
Less accumulated depreciation
Office equipment - at cost
Less accumulated depreciation
Motor vehicles - at cost
Less accumulated depreciation
Capital Work in Progress - at cost
2023
$’000
2022
$’000
11,644
(1,235)
10,409
11,003
(5,089)
5,914
245
(214)
31
665
(177)
488
422
15,260
(1,784)
13,476
16,639
(7,155)
9,484
290
(224)
66
692
(318)
374
312
Total Property, Plant and Equipment
17,264
23,712
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. PROPERTY, PLANT AND EQUIPMENT, CONT.
Reconciliations
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the financial year are set out below:
Land and
buildings
$000
Plant and
equipment
$000
Office
equipment
$000
Motor
vehicles
$000
Capital
work in
progress
$000$
14,586
69
-
(830)
(349)
13,476
13,476
-
-
(2,669)
(399)
10,409
10,440
432
-
(105)
(1,283)
9,484
9,484
990
-
(3,176)
(1,384)
5,914
62
35
-
-
(29)
68
68
16
-
(26)
(27)
31
543
19
-
(238)
50
374
374
363
-
(189)
(61)
488
273
39
-
-
-
312
312
126
-
(16)
-
422
Total
$000
25,904
594
-
(1,174)
(1,611)
23,714
23,714
1,496
-
(6,076)
(1,870)
17,264
Carrying value
As at 1 January 2022
Additions
Capitalisation to asset categories
Disposals
Depreciation expense
Balance as at 31 December 2022
As at 1 January 2023
Additions
Capitalisation to asset categories
Disposals
Depreciation expense
Balance as at 31 December 2023
Recognition and measurement
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Group and that the cost of the item can be measured reliably.
Repairs and maintenance expenditure is charged to the profit and loss during the period in which the expenditure is incurred.
The average depreciation rates for each class of fixed assets are:
Class of fixed asset
Buildings
Leasehold improvements
Plant and equipment
Office equipment
Motor vehicles
Average depreciation rates
2-5%
10-12%
8-20%
40-50%
15-20%
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period.
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.
Assets are derecognised when sold or replaced with gains and losses on disposals determined by comparing proceeds with the carrying amount.
These gains or losses are recognised in the consolidated income statement when the item is derecognised. During the year a sale and lease back
transaction occurred in relation to three of the non-core properties owned by Van Diemen’s Land Dairy Pty Ltd which were Smithton, Ulverstone
and Hobart depots Plant and equipment and motor vehicles were sold as part of the sale of Betta Milk and Meander Valley Dairy to Bega Cheese
Limited in December 2023. Assets were sold as part of the Shima Wasabi business sale in June 2023. Plant and equipment was acquired as part
of the purchase of the chicken hatchery business.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. PROPERTY, PLANT AND EQUIPMENT, CONT.
(b) Right of Use Assets and Lease Liabilities
Right of Use Assets
Recognised right-of-use assets relate to the following types of assets:
Right of use assets
Land and buildings
Motor vehicles
Total right-of-use assets
31 December
2023
$’000
31 December
2022
$'000
3,671
751
4,422
1,166
375
1,541
Set out below are the carrying amounts of the Group’s right-of-use assets and the movements during the period:
Balance at 1 January 2023
Additions
Disposals
Depreciation expense
Net carrying amount at 31 December 2023
Balance at 1 January 2022
Additions
Disposals
Depreciation expense
Net carrying amount at 31 December 2022
Lease Liabilities
Current
Non-Current
Right-of-use assets
Land and buildings
$’000
Motor vehicles
$’000
Total
$’000
1,166
3,756
(555)
(296)
4,071
375
154
(28)
(150)
351
1,541
3,910
(582)
(447)
4,422
Right-of-use assets
Land and buildings
$’000
Motor vehicles
$’000
Total
$’000
1,418
360
(400)
(212)
1,166
-
409
-
(33)
376
1,418
769
(400)
(246)
1,541
31 December
2023
$’000
31 December
2022
$’000
332
4,241
4,573
373
1,494
1,867
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. PROPERTY, PLANT AND EQUIPMENT, CONT.
Recognition and measurement
The Group leases property. Rental contracts are typically agreed for periods of 2 years to 5 years, but may have options to extend as described
below.
Contracts agreed contain both lease and non-lease components. The Group allocated consideration in the contract to the lease and non-lease
components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to
separate lease and non-lease components, instead accounts for these as a single lease component.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any covenants other than security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for
borrowing purposes.
Non-current lease liability has increased with the addition of the hatchery land and build lease for 5 years with three 5 year extension options.
Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the
Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the
following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
• Amounts expected to be payable by the Group under residual guarantees;
• The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the
case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow
the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit and loss over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability each period.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of the lease liability;
• Any lease payments made at or before the commencement date less any lease incentives received;
• Any initial indirect costs; and
• Restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s life.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.
Extension and termination options are included in a number of property leases of the Group. These are used to maximise operational flexibility in
terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the
Group and not by the respective lessor.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
14. INTANGIBLE ASSETS
Brands and trademarks
Other
Gross carrying value
At cost
Accumulated impairment and amortisation
Total net carrying amounts
Reconciliations
Carrying amount at beginning
Additions
Impairment and amortisation during the year
Carrying amount at end
2023
$'000
4
568
572
11,145
(10,573)
572
556
66
(50)
572
2022
$’000
4
552
556
17,553
(16,997)
556
7,195
192
(6,851)
556
Other intangible assets include water rights and intellectual property. Water rights are considered to have an indefinite life and intellectual
property is amortised over 5 years.
Intangible assets are assessed as having an indefinite useful life are allocated to the Group’s cash generating units (CGUs) as follows:
2023
2022
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Goodwill
Brands &
Trademarks
Other
Total
Goodwill
Brands &
Trademarks
Poultry
Corporate and Other
Total
-
-
-
-
4
4
373
195
568
373
199
572
-
-
-
-
4
4
Other
Total
196
356
552
196
360
556
Recognition and measurement
Intangible assets are initially recognised and recorded at cost where it is probable that future economic benefits attributable to the asset will flow
to the Group and the cost can be measured reliably. Subsequently, intangible assets are carried at cost less any impairment losses.
Indefinite life assets
Assets with an indefinite useful life are not amortised but are tested annually for impairment. Assets subject to annual depreciation or
amortisation are reviewed for impairment whenever events or circumstances arise that indicate that the carrying amount of the asset may be
impaired.
intangible Assets
Brands & Trademarks
Software licences & other
Water rights
Acquisition costs
Useful Life
10 years
10 years
-
10 years
Management has determined that the brand name associated with the Poultry and Dairy CGU’s have an indefinite useful life. This assessment
was based on factors including independent expert advice, historical business growth rates, performance and future strategy associated with the
brands.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
75
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
LIABILITIES
15. TRADE AND OTHER PAYABLES
Trade and other payables
Recognition and measurement
2023
$'000
9,662
9,662
2022
$’000
11,645
11,645
Trade and other payables represent liabilities for goods and services received by the Group which remain unpaid at the end of the reporting
period. The balance is recognised as a current liability with amounts paid in accordance with supplier trading terms.
Fair value of trade and other payables
Due to the short-term nature of trade and other payables, the carrying value is reflective of fair value.
16. BORROWINGS
Current
Bank Loans
Other
Non-Current
Bank Loans
Total borrowings
2023
$'000
2022
$’000
1,964
320
2,284
13
13
2,297
473
549
1,022
4,739
4,739
5,761
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
16. BORROWINGS, CONT.
Financing arrangements
Commitments in relation to financing arrangements are payable as follows:
At 31 December 2023
Non-derivatives
Trade payables
Bank Overdraft
Bank Loans
Other
Finance lease liabilities (refer to note 13b)
At 31 December 2022
Non-derivatives
Trade payables
Bank Overdraft
Bank Loans
Other
Available facilities:
Equipment Finance Liabilities
Bank Bill Facility
Bank Loan Facilities
Bank Overdraft
Less than 12
months
$’000
Between 1
and 5 years
$’000
Over 5 years
$’000
Total
contracted
cash flows
$’000
Carrying
Amount
$’000
9,662
-
1,964
320
-
11,946
11,645
-
473
549
12,667
-
-
13
-
-
13
-
-
4,739
-
4,739
Limit
36
-
1,976
-
2,012
-
-
-
-
-
-
-
-
-
-
-
9,662
-
1,977
320
-
11,959
11,645
-
5,212
549
17,406
9,662
-
1,977
320
-
11.959
11,645
-
5,212
549
17,406
2023
$’000
Undrawn
Balance
-
-
-
-
-
2022
$’000
Limit
1,183
3,500
1,712
3,260
9,655
Undrawn
Balance
-
-
-
3,260
3,260
The bank overdraft facility ($4.9 million) and Commercial Bill loan facility ($2.8 million) with ANZ was paid out and closed in December 2023
as part of the sale of Betta Milk and Meander Valley Dairy. A $1.3 million facility with Roadnight Capital was used as part of the chicken hatchery
plant and equipment acquisition.
Recognition and measurement
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated income statement over
the period of the borrowings using the effective interest method.
Borrowings are removed from the balance sheet of the Group when the terms and obligations specified in the contract are discharged, cancelled
or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party, and the
consideration paid is recognised in the consolidated income statement as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting period.
Borrowing costs, including transaction fees, are recognised in the consolidated income statement in the period in which they are incurred.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
16. BORROWINGS, CONT.
Secured liabilities and assets pledged as security
The Group has a number of finance facilities with AMAL Security Services Pty Limited and Roadnight Capital during the reporting period.
Available bank loan facilities are secured by mortgage over the property and water rights owned by Nichols Poultry Pty Ltd and property owned
by Van Diemen’s Land Dairy Pty Ltd. The facilities are also secured by a general security agreement over the property of Nichols Poultry Pty Ltd
and Van Diemen’s Land Dairy Pty Ltd not otherwise secured.
The Company holds a facility arrangement with Roadnight Capital of $1.3 million, which has a maturity date of December 2025. The Company
has classified the external borrowings as Current due to the intention to repay back the loan following divestment of assets not utilised in the
Poultry and remaining dairy segments. This debt is subject to financial covenants as described below.
The remaining external borrowings of $0.6 million relate to AMAL Security Services Pty Ltd that matures in December 2024.
Financial covenants
The Roadnight Capital finance facility has two covenants being (i) a loan value ratio covenant of less than or equal to 60%; and (ii) An interest
cover ratio of 1 times effective from April 2024 increasing to 1.5 times and from January 2025.
17. PROVISIONS
Current
Employee benefits
Non-current
Employee benefits
2023
$’000
2022
$’000
987
987
111
111
1,362
1,362
219
219
Recognition and measurement
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group
will be required to settle the obligation, and a reliable estimate can be made of the quantum of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date,
taking into consideration the risks and uncertainties surrounding the obligation. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability.
Employee benefits
A provision is made for employee benefits arising at the end of the reporting period. Employee benefit obligations are presented as current
liabilities in the consolidated balance sheet if the Group does not have an unconditional right to defer settlement for at least 12 months after the
reporting period, regardless of when the actual settlement is expected to occur.
Employee benefits that are expected to be settled within one year from the reporting date have been measured at amounts expected to be paid
when the liability is settled. Employee benefits payable later than one year have been measured at present value of the estimated future cash
outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increments and the probability that
the employee may satisfy any vesting requirements. Those cash flows are discounted using market yields on Australian corporate bond rates
with terms to maturity that match the expected timing of cash flows attributable to those employees.
Provision has been made in the financial statements for benefits accruing to employees up to the reporting date such as annual leave, long
service leave and bonuses (where applicable). No provision is made for non-vesting sick leave as the anticipated patterns of future sick
leave indicates that accumulated non-vesting sick leave will not be paid. Annual leave provisions are measured at nominal values using the
remuneration rates expected to apply at the time of settlement. Long service leave provisions are measured as the present value of expected
future payments to be made in respect of services provided to employees up to reporting date. Expected future payments are discounted using
market yields at reporting date on Australian corporate bonds with terms to maturity that match the estimated future cash flows.
On-costs, such as superannuation and payroll tax are included in the determination of employee benefits provisions.
The net change in the obligation for employee benefits provisions are recognised in the consolidated income statement as a part of employee
benefits expense.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
EQUITY
18. CONTRIBUTED EQUITY
Number of Shares
Share Capital
Ordinary shares - fully paid (no par value)
437,095,516
437,095,516
Total share capital
2023
2022
2022
$'000
66,834
66,834
Movements in ordinary share capital:
Date
Details
01/01/2023
Balance at beginning of period
31/12/2023
Balance at end of period
Terms and Conditions of Issued Capital
Ordinary Shares
Ordinary Shares
437,095,516
437,095,516
437,095,516
2021
$'000
66,834
66,834
$’000
66,834
66,834
66,834
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of
shares held. On a show of hands each 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.
Share Options and Rights
Share options and rights do not entitle the holder to participate in dividends and the proceeds on winding up of the Company. The holder is not
entitled to vote at General Meetings.
There were nil share options on issue, nil performance rights and 7,007,300 share appreciation rights granted as at 31 December 2023 (2022:
5,000,000 share options and 42,039,627 performance rights).
Recognition and measurement
Ordinary shares are classified as equity, with ordinary share capital being recognised at the fair value of the consideration received by the
Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders.
Where the Company purchases the Company’s equity instruments, for example as the result of a share buy-back or a share-based payment plan,
the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from the equity attributable to the
owners of TasFoods Limited as ordinary share capital until the shares are cancelled or reissued. Where such ordinary shares are subsequently
reissued, any consideration received, net of any directly attributable incremental transactions costs and the related income tax effects, is
included in the equity attributable to the owners of TasFoods Limited.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
7 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
19. RESERVES
Employee share option reserve
Nature and Purpose of Reserves
Employee share option reserve
2023
$’000
1,352
1,352
2022
$’000
1,121
1,121
The reserve is used to record the value of equity instruments issued to employees and directors as part of their remuneration, and other parties
as part of compensation for their services. Details of the employee share option payments are contained in note 30.
Balance at start of year
Net Movement during the year
Balance at end of year
OTHER NOTES
20. ADDITIONAL CASH FLOW INFORMATION
Cash and cash equivalents
Recognition and measurement
2023
$’000
2022
$’000
1,121
231
1,352
691
430
1,121
2023
$’000
2022
$’000
3,432
351
Cash and cash equivalents include cash on hand and at banks and short-term deposits with an original maturity of three months or less held at
call with financial institutions.
(a) Reconciliation of cash and cash equivalents to the statement of cash flows:
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks and short-term deposits at call,
net of outstanding bank overdrafts. Cash and cash equivalents as at the end of the financial year as shown in the statement of cash flows is
reconciled to the related items in the statement of financial position as follows:
Cash and cash equivalents
2023
$’000
3,432
3,432
2022
$’000
351
351
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
20. ADDITIONAL CASH FLOW INFORMATION, CONT.
b) Reconciliation of operating profit after income tax to net cash flows from operating activities:
Net loss after income tax
Depreciation and amortisation
Impairment
Movement in fair value of biological assets
Share based payments
Interest on leased assets
Profit on sale of assets
Other
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in prepayments
(Increase)/decrease in deferred taxes
(Decrease)/Increase in trade and other payables
Increase/(decrease) in provisions
Net cash (outflow)/inflow from operating activities
(c) Non-cash activities
There were no non-cash financing activities.
21. FINANCIAL RISK MANAGEMENT
2023
$'000
2022
$’000
(987)
(16,478)
1,948
-
(243)
232
178
(5,964)
(622)
1,525
2,446
451
-
(1,983)
(483)
(3,502)
2,099
6,835
(375)
430
95
-
(647)
239
74
(169)
-
2,040
46
(5,810)
The Group’s principal financial instruments comprise receivables, payables, cash and short-term deposits.
The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group’s financial risk
management policy. The objective of the policy is to support the delivery of the Group’s financial targets whilst protecting future financial
security.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, price risk, credit risk and liquidity risk.
The Group uses different methods to measure and manage different types of risk to which it is exposed. These include monitoring levels of
exposure to interest rate and foreign exchange risk, and assessments of market forecasts for interest rate, foreign exchange and commodity
prices. Ageing analysis and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the
development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks. Primary responsibility for identification and control of financial risks rests
with the Chief Financial Officer under the authority of the Board. The Board reviews and agrees policies for managing each of the risks identified
below, including any hedging cover of foreign currency, interest rate risk, credit allowances, and future cash flow forecast projections.
The carrying amounts of the Group’s financial assets and liabilities at balance date were equal to their fair value.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
21. FINANCIAL RISK MANAGEMENT, CONT.
Recognition and measurement
Classification
The Group classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables,
held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were
acquired. Management determines the classification of its financial instruments at the time of initial recognition.
Loans and Receivables
Loan and receivables are measured at fair value at inception and subsequently at amortised cost using the effective interest rate method.
Financial Liabilities
Financial liabilities include trade payables, other creditors and loans from third parties including inter-company balances and loans from, or other
amounts due, to Director-related entities.
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Risk Exposures and Responses
Interest Rate Risk
The Group’s exposure to market interest rate related primarily to the Group’s cash deposits. At balance sheet date, the Group had the following
mix of financial assets exposed to Australian and overseas variable interest rate risks that are not designated as cash flow hedges:
Financial Assets
Cash and cash equivalents
Net exposure
2023
$’000
2022
$’000
3,432
3,432
351
351
The Group regularly analyses its interest rate opportunity and exposure. Within this analysis, consideration is given to existing positions and
alternative arrangements for its deposits.
The following sensitivity analysis is based on the interest rate opportunity/risk relating to cash deposits at balance date.
At 31 December 2023, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and
equity would have been affected as follows:
Judgements of reasonably possible movements
+ 0.5% (50 basis points)
- 0.5% (50 basis points)
There are no variable loans as at 31 December 2023.
2023
$’000
2022
$’000
-
-
20
(20)
The movement in profits are due to higher/lower interest received. As the Group does not have any derivative instruments, the movements in
equity are those of profit only. A movement of + and – 0.5% is selected because this historically is within a range of rate movements.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
21. FINANCIAL RISK MANAGEMENT, CONT.
Liquidity Risk
Liquidity Risk is the risk that the Group, although balance sheet solvent, cannot meet or generate sufficient cash resources to meet its payment
obligations in full as they fall due, or can only do so at materially disadvantageous terms.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built 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 by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities.
The Group has Total Liabilities of $17.6 million (2022: $20.9 million) of which $13.3 million (2022: $14.4 million) is recorded as current liabilities,
and Total Current Assets of $12.9 million (2022: $13.4 million) of which $3.4 million (2022: $0.4 million) consists of cash or cash equivalents,
providing the Board with comfort that the Group is solvent and can meet its payment obligations in full as they fall due. Refer to Note 1 for
information in relation to initiatives that will allow management to achieve their EBITDA forecasts, cash flow forecasts and net working capital
requirements.
All current liabilities fall due within normal trade terms, which are generally 30 days.
Credit Risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other receivables. The
Group’s exposure to credit risk arises from potential default of the counter party, with maximum exposure equal to the carrying amount of these
instruments. Exposure at balance date is addressed in each applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group’s policy to securitize
its trade and other receivables.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment
of their independent credit rating, financial position, past experience and industry reputation. The risks are regularly monitored.
The Group applies the AASB 9 simplified approach to measuring expected credit losses as disclosed in Note 9. Receivables balances are
monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
Fair Value
The method for estimating fair value is outlined in the relevant notes to the financial statements. All financial assets held at fair value are valued
based on the principles outlined in AASB 7 in relation to Level 1 of the hierarchy of fair values, being quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the measurement date.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
22. CAPITAL MANAGEMENT
When managing capital, management's objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to
shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital
available to the entity.
Management are constantly adjusting the capital structure to take advantage of favourable costs of capital or high returns on assets. As the
market is constantly changing, the Board may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.
Borrowings
Trade and other payables
Total debt
Less cash and cash equivalents
Net (cash)/debt
Total equity
Total capital
2023
$’000
2,297
9,662
11,959
(3,432)
8,527
17,575
66,834
2022
$’000
5,761
11,645
17,407
(351)
17,055
25,165
66,834
Gearing ratio (total debt / total equity)
68.0%
69.2%
The Group is not subject to any externally imposed capital requirements, other than those referred to in Note 16.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
GROUP MANAGEMENT
23. PARENT ENTITY SUPPLEMENTARY INFORMATION
Information relating to TasFoods Limited:
Financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Contributed equity
Reserves
Accumulated losses
Total equity
Financial performance
Total revenue
Loss for the period
Comprehensive loss for the period
Deed of Cross Guarantee
2023
$'000
2022
$’000
17,604
4,400
22,004
2,742
247
2,989
19,015
66,834
1,351
(49,170)
19,015
3,506
(18,127)
(18,127)
28,849
4,431
33,280
3,297
467
3,764
29,516
66,834
1,121
(38,439)
29,516
4,942
(9,506)
(9,506)
The wholly owned subsidiaries disclosed in Note 24 are parties to a deed of cross guarantee under which each company guarantees the debts
of the others. By entering into the deed, the wholly owned entities have been relieved from any requirement to prepare a financial report and
directors’ report that might otherwise apply under Instrument 2016/785 issued by the Australian Securities and Investments Commission.
The closed group financial information for 2023 is identical to the financial information included in the consolidated financial statements. The
wholly owned subsidiaries became a party to the deed of cross guarantee dated 23 October 2017.
The companies disclosed in Note 24 represent a ‘closed group’ for the purposes of the Instrument, and as there are no other parties to the deed
of cross guarantee that are controlled by TasFoods Limited, they also represent the ‘extended closed group’.
Capital Commitments
There were no non-cancellable capital expenditure contracted for but not in the financial statements.
Contingent Liabilities
TasFoods Limited is not subject to any liabilities that are considered contingent upon events known at balance sheet date.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 5
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
24. SUBSIDIARIES
Nichols Poultry Pty Ltd
Nichols Hatchery Pty Ltd
Tasmanian Food Co Dairy Pty Ltd
Van Diemen's Land Dairy Pty Ltd
JJJBSM Pty Ltd (Shima Wasabi)
UNRECOGNISED ITEMS
Country of Incorporation
Principal Activity
Equity Holding
Australia
Australia
Australia
Australia
Australia
Poultry
Poultry
Dairy
Dairy
Horticulture
2023
%
100%
100%
100%
100%
100%
2022
%
100%
-
100%
100%
100%
25. CONTINGENT LIABILITIES AND ASSETS
There are no matters which the Group consider would result in a contingent liability as at the date of this report.
26. COMMITMENTS FOR EXPENDITURE
Capital Commitments – Capital Expenditure Projects
There were no non-cancellable capital expenditure contracted for but not in the financial statements.
Other Commitments – Operating Expenditure
Operating expenditure contracted but not included in the financial statements:
Payable:
- Not longer than one year
- Longer than one year and not longer than five years
- Longer than five years
2023
$’000
2022
$’000
-
-
-
-
-
-
-
-
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
27. EVENTS OCCURRING AFTER REPORTING DATE
Board is not aware of any matter or circumstance not otherwise dealt with in these financial statements that has significantly or may significantly
affect the operation of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years.
ADDITIONAL INFORMATION
28. RELATED PARTY TRANSACTIONS
Key Management Personnel Compensation
The aggregate compensation of the key management personnel of the entity is set out below:
Short term benefits
Post-employment benefits
Share based payments
Termination payments
29. AUDITOR’S REMUNERATION
Remuneration for audit and review of the financial reports of the parent entity or any entity in the Group:
Auditors of the parent entity:
Auditing the financial report
Other assurance services
30. SHARE BASED PAYMENTS
Performance Rights
(a) Share based payment arrangements
2023
$
816,180
62,137
96,000
20,727
995,044
2022
$
900,310
62,193
384,312
-
1,346,815
2023
$
2022
$
243,000
-
243,000
278,500
-
278,500
TasFoods Limited offers the Chief Executive Officer and senior management the opportunity to participate in the Long-Term Incentive Plan (LTIP),
which involves performance rights to receive shares in TasFoods Limited. The LTIP is designed to:
• Assist in the motivation, retention and reward of employees, including the Chief Executive Officer and members of senior management; and
• Align the interests of employees participating in the LTIP more closely with the interests of shareholders by providing an opportunity for those
employees to receive an equity interest in the TasFoods Limited Group through the granting of performance rights.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
30. SHARE BASED PAYMENTS, CONT.
Performance Rights, cont.
(a) Share based payment arrangements, cont.
Under the LTIP, performance rights were issued to the Chief Executive Officer and managers of senior management as the LTI component of
their remuneration. Performance rights granted under the LTIP have vesting conditions as follows:
• 50% of the grant is based on Total Shareholder Return (TSR) growth and
• 50% of the grant is based on EBITDA growth.
Vesting percentages for the TSR hurdle (threshold/stretch/maximum level of LTI) are to be determined by the following scale:
Performance Level
Absolute TSR (CAGR)
Indicative TFL Share price
% of Maximum vesting
Stretch
25%
$0.14
Between Target and Stretch
>19%, <25%
>$0.12 and <$0.14
Target
19%
$0.12
Between Threshold and Target
>14%, <19%
>$0.10 and <$0.12
Threshold
Below Threshold
14%
<14%
$0.10
<$0.10
100%
Pro-Rata
50%
Pro-Rata
25%
0%
Share Price will be determined by a ten trading day VWAP ending on the date that is the end of the Measurement Period (see above). Details of
the performance rights allocated to KMP can be found in Table D of section 8 below.
EBITDA Growth
Vesting percentages for the EBITDA hurdle (threshold/stretch/maximum level of LTI) are to be determined by the following scale:
Performance Level
Absolute EBITDA growth
% of Maximum vesting
Stretch
Between Target and Stretch
Target
Between Threshold and Target
Threshold
36.0%
>23%, <36%
23%
>8%, <23%
8%
100%
Pro-Rata
50%
Pro-Rata
25%
The targets for EBITDA growth are based on the Company’s budget for the 2023 year.
The Company's compound annual growth in EBITDA, and achievement against the EBITDA Hurdle, will be determined by the Board in its
absolute discretion, having regard to matters it considers relevant. It is intended that EBITDA for each relevant financial year will be calculated
as EBITDA for that financial year, adjusted to exclude the costs of servicing equity (other than dividends), adjusted for any bonus elements.
For relevant financial years, the calculation may be adjusted to take into account one-off items associated with equity raising, if considered
appropriate by the Board. The Board also reserves the right to make any other adjustments it thinks fit to the calculation of EBITDA having regard
to the impact of any other exceptional items.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
30. SHARE BASED PAYMENTS, CONT.
(a) Share based payment arrangements, cont.
Grant to Non-Executive Directors
Following shareholder approval in May 2021, the Directors sacrificed cash fees in return for a grant of Performance Share Appreciation Rights
(PSARs). The SARs are fully vested at Grant, but are subject to Specified Disposal Restrictions that facilitate long term holding of equity interests.
(b) Performance rights granted
Below is a summary of Share Appreciation Rights and Performance Rights granted under the LTIP.
Performance Period
From
To
Balance
at start of
Year
Granted
During Year
Forfeited
Vested
Balance at
End of Year
Fair Value
per Share
1/1/23
31/12/23
-
7,007,300
1/1/22
31/12/25
-
20,093,960
1/1/22
31/12/25
20,093,960
30/05/2022 Share
1/1/22
31/12/22
-
6,318,183
1/1/21
31/12/23
1,851,707
1/1/19
31/12/21
1,653,571
-
-
-
-
-
-
(1,653,571)
-
7,007,300
$0.014
-
20,093,960
$0.032
20,093,960
$0.016
-
-
-
6,318,183
$0.038
1,851,707
$0.037
-
$0.042
2023
Grant Date
Equity
Intrument
30/05/2023
7/06/2022
7/06/2022
Share
Appreciation
Rights
Performance
Share
Appreciation
Rights
Performance
Share
Appreciation
Rights
Appreciation
Rights
Performance
Rights
Performance
Rights
6/09/2021
24/10/2019
2022
Grant Date
Equity
Intrument
6/09/2021
24/10/2019
Performance
Rights
Performance
Rights
Performance Period
From
To
Balance
at start of
Year
Granted
During Year
Forfeited
Vested
Balance at
End of Year
Fair Value
per Share
1/1/21
31/12/23
-
1,851,707
1/1/19
31/12/21
1,653,571
-
-
-
-
-
1,851,707
$0.037
1,653,571
$0.042
The Share Appreciation Rights and Performance Rights hold no voting or dividend rights and are not transferable.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
8 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
30. SHARE BASED PAYMENTS, CONT.
(c) Fair value of performance rights granted
No performance rights were granted during the 2023 financial year.
The expense recognised in relation to the performance rights applicable to the Non-Executive Directors, Chief Executive Officer and senior
management for the year ended 31 December 2023 is $136,000 (31 December 2022: $320,625).
Share Options
(a) Share options granted
Share options outstanding at 31 December 2023 are as follows:
Options - 2023
Grant Date
Expiry Date
Exercise Price
27/08/2021
1/10/2024
27/08/2021
1/10/2025
$0.10
$0.10
Balance at
start of Year
2,500,000
2,500,000
5,000,000
Granted
Exercised
Expired/
forfeited/ other
Balance at
End of Year
2,500,000
2,500,000
5,000,000
Weighted average exercise price
-
-
-
$ 0.10
Options - 2022
Grant Date
Expiry Date
Exercise Price
27/08/2021
1/10/2024
27/08/2021
1/10/2025
$0.10
$0.10
Balance at
start of Year
2,500,000
2,500,000
5,000,000
Granted
Exercised
Expired/
forfeited/ other
Balance at
End of Year
2,500,000
2,500,000
5,000,000
Weighted average exercise price
-
-
-
$ 0.10
(b) Fair value of share options granted
For share options granted during the 2021 financial year, the fair value was measured at the grant date of 27 August 2021.
The fair value of the options granted under the LTIP was calculated by an independent expert using the Binomial method.
The expense recognised in relation to share options for the year ended 31 December 2023 is $0 (31 December 2022: $110,700).
(c) Share Options at 31 December 2023
There are 5,000,000 share options held by KMP as at 31 December 2023.
Recognition and Measurement
The Group provides benefits to the Directors, the Chief Executive Officer and certain senior management in the form of share-based payment,
whereby services are rendered in exchange for rights over shares (Performance Rights/Share Appreciation Rights) or options.
The fair value of the performance rights and options is recognised as an employee benefits expense, with a corresponding increase in equity. The
total amount to be expensed is determined by reference to the fair value of the rights or options granted.
The total expense is recognised over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on
the date on which the relevant employees become fully entitled to the award (the vesting date).
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
9 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
31. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
These financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations and the Corporations Act 2001, as appropriate for-profit oriented entities.
The financial statements cover the Company and its controlled entities as a group for the financial year ended 31 December 2023. The
Company is a company limited by shares, incorporated and domiciled in Australia.
Separate financial statements for the Company as an individual entity are no longer presented as a consequence of a change to the
Corporations Act 2001, however limited financial information for the Company as an individual entity is included in Note 22.
The following is a summary of material accounting policies adopted by the Group in the preparation and presentation of the financial statements
not elsewhere disclosed. The accounting policies have been consistently applied, unless otherwise stated.
(b) Compliance with IFRS
The financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB).
(c) Historical Cost Convention
The financial statements have been prepared under the historical cost convention. All amounts are presented in Australian dollars unless
otherwise noted.
(d) Principles of Consolidation
The consolidated financial statements are those of the Group, comprising the parent entity and its controlled entities as defined in Accounting
Standard AASB 10 ‘Consolidated Financial Statements’. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the
three elements of control listed above.
Details of the controlled entities are contained in note 24.
Financial statements for controlled entities are prepared for the same reporting period as the parent entity. Controlled entities are fully
consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is
transferred out of the Group. Adjustments are made to bring into line any dissimilar accounting policies, which may exist.
All inter-company balances and transactions, including any unrealised profits or losses have been eliminated on consolidation.
Non-controlling interests in the equity and results of the entities that are controlled are shown separately in the consolidated financial statements.
(e) Critical Accounting Estimates, Judgements and Errors
The preparation of the financial statements of the Group requires the use of accounting estimates which, by definition, will seldom equal the
actual results. Management also needs to exercise judgement in applying the Group’s accounting policies.
Areas within the financial report which contain a higher degree of judgement or complexity, and items which are more likely to be materially
adjusted due to estimates and assumptions turning out to be incorrect. Detailed information about each of these estimates and judgements are
included in the notes to the financial statements together with the basis of calculation.
The areas involving significant estimates or judgements are:
• Estimated fair value of biological assets; and
• Estimated value in use calculations for the assessment of the recoverable amount of goodwill and indefinite life intangibles.
Estimates and judgements are continually evaluated. They are based on historical experience, information, and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
9 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
31. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONT.
(f ) Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures
(g) New Standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2020 reporting periods
and have not yet been adopted by the Group. There are no standards that are not yet effective and that would be expected to have a material
impact on the Group in the current or future reporting periods and on foreseeable future transactions.
(h) Rounding Amounts
The company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance
with that Class Order, amounts in the financial statements have been rounded off to the nearest thousand dollars, or in certain cases, to the
nearest dollar.
32. BUSINESS COMBINATION
On 15 December 2023, Nichols Hatchery Pty Ltd, a subsidiary of TasFoods Limited acquired the chicken boiler and breeder business Redbank
Poultry, located in North-West Tasmania. The total consideration was $2.1 million, consisting of $1.2 million for plant and equipment and motor
vehicles plus inventory of $1.1 million less employee entitlements of $0.1 million and deposit paid of $0.1 million. The provisional fair values of the
identifiable net assets acquired are detailed below:
Provisional
Fair Value
$'000
-
887
363
1,060
(94)
2,216
(138)
2,078
2023
$'000
233
(82)
(48)
(15)
(17)
(12)
59
(12)
48
-
48
Land and Buildings
Plant and equipment
Motor Vehicles
Inventory on hand
Provisions
Net identifiable assets acquired
Less: Deposit
Consideration paid
Statement of profit and loss statement and other comprehensive income
Revenue from operations
Raw materials used
Employment and contractor expense
Depreciation and amortisation
Finance costs
Other expenses
Profit/(Loss) before income tax
Income tax benefit/(expense)
Net Profit/(Loss) after tax for the year from continuing operations
Net Profit after tax for the year from discontinued operations
Net Profit/(Loss) after tax for the year
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
9 2
DIRECTORS’ DECLARATION
1.
In the opinion of the Directors of TasFoods Limited (the “Company”):
a.
The financial report and the Remuneration Report included in the Directors’ Report, designated as audited of the Group are in
accordance with the Corporations Act 2001, including:
i.
ii.
Giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its performance for the year ended on
that date; and
Complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
b.
At the date of this declaration, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable;
2.
3.
The financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board, as described in the notes to the financial statements; and
This declaration has been made after receiving the declarations required by section 295A of the Corporations Act 2001 from the Chief
Executive Officer and the Chief Financial Officer for the financial year ended 31 December 2023.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001. This declaration is made
in accordance with a resolution of the Directors.
John Murphy
Non-Executive Chair
29 February 2024
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
9 3
Independent auditor’s report
To the members of TasFoods L
imited
R eport on the audit of the financial report
r opinion
I n our opinion:
The accompanying financial report of TasFoods L
( together the G
roup) is in accordance with the Corporations Act 2001, including:
imited ( the Company) and its controlled entities
( a)
( b)
ing a true and fair v
giv
financial performance for the year then ended
iew of the G
roup' s financial position as at 31
D ecember 2023 and of its
complying with Australian Accounting Standards and the Corporations R eg
l ations 2001.
W hat w e hav e au
The G
ited
roup financial report comprises:
•
•
•
•
•
•
the consolidated statement of financial position as at 31
D ecember 2023
the consolidated statement of changes in eq uity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensiv e income for the year then
ended
the notes to the consolidated financial statements, including material accounting policy
information and other explanatory information
the directors’ declaration.
a sis f or opinion
W e conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Au
report section of our report.
it of the f inancial
itor’ s responsib
il ities f or the au
W e believ e that the audit ev
for our opinion.
idence we hav e obtained is sufficient and appropriate to prov
ide a basis
I nd epend ence
W e are independent of the G
Corporations Act 2001 and the ethical req uirements of the Accounting Professional &
ing
Standards Board’ s APE S 1
E
I nd epend ence
( the Code) that are relev ant to our audit of the financial report in Australia. W e hav e also
roup in accordance with the auditor independence req uirements of the
thics f or P rof essional Accou ntants ( incl
1 0 Cod e of E
tand ard s)
thical
fulfilled our other ethical responsibilities in accordance with the Code.
a ter ia
l u nc er ta
inty
r ela ted
to g oing
c onc er n
W e draw attention to N ote 1
of $
31
.0 million and net cash outflow from operations of $ 3.5
million during the year ended
D ecember 2023 and, as of that date had net current liabilities of $ 0.3 million and as a result the
roup is dependent on the successful implementation of its strategic initiativ es. These conditions,
in the financial report, which indicates that the G
roup incurred a net loss
along with other matters set forth in N ote 1
significant doubt on the G
respect of this matter.
roup’ s ability to continue as a going concern. Our opinion is not modified in
, indicate that a material uncertainty exists that may cast
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999
iability limited by a scheme approv ed under Professional Standards L egislation.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
L
O
u
u
d
B
d
d
u
d
S
M
1
G
9 4
r a
it a ppr oa
An audit is designed to prov
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
indiv
idually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
ide reasonable assurance about whether the financial report is free from
W e tailored the scope of our audit to ensure that we performed enough work to be able to giv e an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the G
roup, its accounting processes and controls and the industry in which it operates.
Audit Scope
•
Our audit focused on where the G
accounting estimates inv olv
roup made subj ectiv e j udgements; for example, significant
ing assumptions and inherently uncertain future ev ents.
•
W e performed an audit of the most significant business units of the G
D airy. W e performed specific risk focused audit procedures ov er H orticulture and shared
serv
ices business units.
roup, being Poultry and
K ey
a
it m
a tter s
K ey audit matters are those matters that, in our professional j udgement, were of most significance in
our audit of the financial report for the current period. The key audit matter was addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not prov
ide a separate opinion on this matter. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. W e communicated the key audit matter to the Audit
and R
isk Committee.
I n addition to the matter described in the M aterial u ncertainty rel ated
concern section, we
hav e determined the matter described below to be the key audit matter to be communicated in our
report.
to g oing
Key audit matter
How our audit addressed the key audit matter
Disposal of brands and plant and equipment -
Discontinued Operations
R ef er to note 3
D ecember 2023, the G
On 1
plant and eq uipment and brands of Betta Milk and
imited for
Meander V alley D airy to Bega Cheese L
million. The sale of assets resulted in a net
roup disposed of
.1
profit of $
.1
million.
I n accordance with Australian Accounting
Standards, the assets sold are a disposal group,
with results for the period up to the point of
disposal and prior year comparativ es being
classified within discontinued operations.
W e hav e considered this disposal a key audit
matter due to it being an infreq uently occurring
ev ent and the financial significance on the
roup’ s financial statements.
Our procedures included, amongst others:
•
•
•
•
•
R eading the relev ant terms of the
business sale agreement and Board
meeting minutes to dev elop an
understanding of the terms and
conditions of sale.
Agreeing the proceeds on sale to the
roup’ s bank statement.
Agreeing the carrying v alue of assets and
liabilities sold and the carrying v alue of
assets and liabilities retained to
supporting documentation
R ecalculating the realised gain on
disposal
v aluating the reasonableness of the
disclosures made in the financial
statements in accordance with the
req uirements of Australian Accounting
Standards.
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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u
u
d
c
h
u
d
(
)
$
1
1
6
G
G
E
9 5
th er inf or
a tion
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 31
the financial report and our auditor’ s report thereon.
D ecember 2023, but does not include
Our opinion on the financial report does not cov er the other information and accordingly we do not
express any form of assurance conclusion thereon through our opinion on the financial report. W e
hav e issued a separate opinion on the remuneration report.
I n connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
I f, based on the work we hav e performed on the other information that we obtained prior to the date of
this auditor’ s report, we conclude that there is a material misstatement of this other information, we are
req uired to report that fact. W e hav e nothing to report in this regard.
Responsibilities of th e d
ir ec tor s f or th e f ina nc
ia
l r epor t
The directors of the Company are responsible for the preparation of the financial report that giv es a
true and fair v
iew 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 giv es a true and fair v
iew and is free from material misstatement, whether due to
fraud or error.
I n preparing the financial report, the directors are responsible for assessing the ability of the G
roup 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 liq uidate the G
roup or to cease
operations, or hav e no realistic alternativ e but to do so.
itor
’ s r esponsibilities f or th e a
it of th e f ina nc
ia
l r epor t
Our obj ectiv es 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. R easonable assurance is a high lev el of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, indiv
idually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https:
auditor' s report.
/ www.auasb.gov .au/ admin/ file/ content1 02/ c3/ ar1
_ 2020.pdf. This description forms part of our
R eport on the remuneration report
r opinion on th e r em
u ner
a tion r epor t
W e hav e audited the remuneration report included in the directors’ report for the year ended
31
D ecember 2023.
I n our opinion, the remuneration report of TasFoods L
complies with section 300A of the Corporations Act 2001.
imited for the year ended 31
D ecember 2023
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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A
u
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u
d
/
O
u
9 6
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Brad Peake
Partner
Melbourne
29 February 2024
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
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SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 23 February 2024.
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of equity security holders by size of holding:
HOLDING DISTRIBUTION
As at 23 February 2024
Range
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Unmarketable Parcels
Securities
414,426,271
20,029,063
1,472,813
1,095,785
71,584
437,095,516
5,004,327
%
94.81
4.58
0.34
0.25
0.02
100.00
1.14
No of Holders
227
515
188
349
229
1,508
921
%
15.05
34.15
12.47
23.14
15.19
100.00
61.07
B. EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders.
The names of the twenty largest holders of quoted equity securities are listed below (some are
grouped where the holdings are deemed to be controlled by the same entity):
Rank
Name
1
2
3
4
5
6
7
8
9
MUTUAL TRUST PTY LTD
Includes entities associated with JANET CAMERON
NATIONAL NOMINEES LIMITED
Includes SPIRIT SUPERANNUATION FUND
MELBOURNE SECURITIES CORPORATION LIMITED
CVC LIMITED
HELBERN INVESTMENTS PTY LTD
MR JIMMY THOMAS & MS IVY RUTH PONNIAH
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SHANE ALEXANDER NOBLE
BARANA PTY LTD
10
QUALITY LIFE PTY LTD
Units
Percentage %
97,295,851
22.26
81,159,336
73,575,017
63,269,514
10,400,000
8,382,684
3,086,784
2,968,055
2,891,718
2,541,070
18.57
16.83
14.47
2.38
1.92
0.71
0.68
0.66
0.58
TA S F O O D S A N N U A L R E P O R T 2 0 2 3
9 9
SHAREHOLDER INFORMATION
B. EQUITY SECURITY HOLDERS, CONT.
Rank
Name
Units
Percentage %
11
12
13
14
15
16
17
18
19
MR DARIUS ISAAC
ELPHINSTONE HOLDINGS PTY LTD
BOB WILSON
MR BENJAMIN SCOTT SWAIN & MRS ANN YEO RUM SWAIN
A C N 136 965 538 PTY LTD
ROXENMADE PTY LTD
CUSTODIAL SERVICES LIMITED
TRAVELBUG SUPERANNUATION PTY LTD
DERWENT CHIEF PTY LTD
20
MR SCOTT ADAM KELLY
Totals: Top 20 holders of TFL ORDINARY FULLY PAID
Total Remaining Holders Balance
Total Holders Balance
2,395,991
2,000,000
1,600,000
1,578,571
1,575,776
1,315,112
1,281,001
1,214,575
1,145,617
1,077,316
360,753,988
76,341,528
437,095,516
As at 23 February 2024, the 20 largest shareholders held ordinary shares representing 82.53% of the issued share capital.
SUBSTANTIAL SHAREHOLDERS
Substantial holders in the Company are set out below:
Name
Janet H Cameron
Spirit Superannuation Fund
Melbourne Securities Corporation Limited
CVC Limited
Number Of Shares Held
97,295,851
81,159,336
73,575,017
63,269,514
0.55
0.46
0.37
0.36
0.36
0.30
0.29
0.28
0.26
0.25
82.53
17.47
100.00
%
22.26
18.57
16.83
14.47
C. VOTING RIGHTS
The voting rights attached to ordinary shares are set out below:
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
D. USE OF CASH
Cash and assets readily convertible to cash held by the Company for the reporting period were used in a way consistent with its business
strategy and objectives.
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