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A N N U A L
R E P O R T
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BOARD OF DIRECTORS
John Murphy
Independent Non-Executive Chair
Ben Swain
Non-Executive Director
John O’Hara
Independent Non-Executive Director
COMPANY SECRETARY
Leanne Pritchard
REGISTERED OFFICE
Level 2, 89-93 Cimitiere Street
Launceston Tasmania 7250 Australia
Telephone:
+ 61 3 6331 6983
Facsimile:
+ 61 3 6256 9251
Website:
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:
+ 61 2 8280 7100
Facsimile:
+ 61 2 9287 0303
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
National Australia Bank Limited
Bendigo Bank and Adelaide Bank
STOCK EXCHANGE LISTING
TasFoods Limited shares are listed on the Australian
Securities Exchange, ticker: TFL
CORPORATE DIRECTORY
TasFoods Limited
ACN 084 800 902
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CONTENT
Corporate Directory
02
Chairman & CEO's Report
06
Operating & Financial Review
10
2025 Outlook
18
Risk
19
Board of Directors
23
Executive Team
24
Directors’ Report
25
Financial Report
50
• 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
• Notes to and Forming Part of the
Financial Statements
55
• Consolidated Entity Disclosure Statement
94
• Directors’ Declaration
95
• Independent Auditor’s Report
96
Shareholder Information
102
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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.
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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CHAIRMAN & CEO’S
REPORT
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 2024.
Following the Company’s restructure in late
2023, TasFoods is now predominately a poultry-
focussed business, with our sales mix closely aligned
with core consumer consumption patterns.
The 2024 financial year presented significant
challenges for the Company, shaped by economic
uncertainty weighing heavily on business and
consumer confidence, persistent cost-of living
pressures, and an unprecedented oversupply
of poultry in key markets we operate in.
As household budgets tightened, we observed
consumers prioritise value in their everyday
purchases, particularly within the grocery channel,
as discretionary spending declined. This trend
was evidenced in TasFoods key markets, where
value offerings gained market share at the expense
of premium brands. Additionally, this resulted
in a notable shift of consumer preference from
independent local operators to major national
chains. Compounding these challenges, an
unprecedented oversupply of poultry in Australian
mainland markets led to a substitution of imported
mainland poultry, intensifying competition
and driving down wholesale price points.
Management remains committed to positioning
Nichols Poultry as a leading brand in the affordable
premium poultry segment while further establishing
Pyengana Dairy as Australia’s premier cheddar
cheese brand – and ultimately one of the world’s
best. We are actively reviewing and implementing
initiatives to establish a more resilient and robust
business model with more consistent results.
A key milestone in 2024 was the successful
integration of the Nichols Hatchery (Redbank
Poultry) into our Poultry division, an important
FOLLOWING THE RESTRUCTURE
IN LATE 2023, TASFOODS IS NOW
LARGELY A POULTRY-FOCUSSED
BUSINESS, WITH THE COMPANY’S SALES
MIX HEAVILY WEIGHTED TO CORE
CONSUMER CONSUMPTION PATTERNS.
JOSHUA FLETCHER
CHIEF EXECUTIVE
OFFICER
JOHN MURPHY
NON-EXECUTIVE
CHAIRMAN
“
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step in strengthening our control over supply
chain performance and quality. The successful
transition of feed suppliers from Inghams to
Ridley has significantly enhanced the broiler
growing operations, improving efficiency and an
improvement of the feed conversion rate by ~6%.
Despite the external challenges of 2024, the
Company and its team remain laser focused
on enhancing operational efficiency and driving
more sustainable financial performance across
Nichols Poultry, Pyengana Dairy and Isle &
Sky pet treats divisions going forward.
CHAIRMAN & CEO’S
REPORT, CONT.
FINANCIAL PERFORMANCE
2024
Continued operations
Discontinued operations
Consolidated
Dairy
$’000
Poultry
$’000
Shared
Services
$’000
Total
$’000
Dairy
$’000
Horticulture
$’000
Shared
Services
$’000
Total
$’000
TOTAL
$’000
Revenue
2,125
44,416
280
46,821
238
-
-
238
47,059
Expenditure
(2,010)
(44,012)
(3,079)
(49,101)
13
1
-
14
(49,087)
OPERATING EBITDA
115
404
(2,799)
(2,280)
251
1
-
252
(2,028)
GP Margin
41%
23%
84%
23%
-
-
-
-
24%
Fair Value - Biological Assets (AASB 141)
-
(359)
-
(359)
-
-
-
-
(359)
Profit/(Loss) Sale of Assets
-
29
(16)
13
1
-
-
1
14
Impairment (Non-Cash)
-
(5,960)
-
(5,960)
-
-
-
-
(5,960)
Statutory EBITDA
115
(5,886)
(2,815)
(8,586)
252
1
-
253
(8,333)
NPAT
(10,654)
200
(10,454)
2023
Continued operations
Discontinued operations
Consolidated
Dairy
$’000
Poultry
$’000
Shared
Services
$’000
Total
$’000
Dairy
$’000
Horticulture
$’000
Shared
Services
$’000
Total
$’000
TOTAL
$’000
Revenue
2,432
46,011
160
48,603
26,094
211
-
26,305
74,908
Expenditure
(2,121)
(44,300)
(5,717)
(52,137)
(25,958)
(284)
(1,165)
(27,407)
(79,544)
OPERATING EBITDA
311
1,711
(5,556)
(3,534)
136
(73)
(1,165)
(1,102)
(4,636)
GP Margin
33%
24%
33%
25%
1%
39%
-
1%
26%
Fair Value - Biological Assets (AASB 141)
-
243
-
243
-
-
-
-
243
Sale of Assets
-
(100)
(5)
(105)
7,112
(1,043)
-
6,069
5,964
Impairment (Non-Cash)
-
-
-
-
-
-
-
-
-
Statutory EBITDA
311
1,854
(5,561)
(3,396)
7,248
(1,116)
(1,165)
4,967
1,571
NPAT
(5,047)
4,060
(987)
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CHAIRMAN & CEO’S
REPORT, CONT.
Operating EBITDA for 2024 for continued
operations was $2.3 million loss, which was
$1.3 million or 35% improvement on the previous
year being $3.5 million loss. Total Consolidated
(continued and discontinued operations)
operating EBITDA for 2024 was $2.0 million
loss, this was a $2.6 million or 56% improvement
on 2023 being $4.6 million loss, which included
the divested business units of Betta Milk,
Meander Valley Dairy and Shima Wasabi.
Total Group Statutory EBITDA loss for continued
and discontinued operations was $8.3 million
during 2024. Following a review of the value of
cash generating units and assets, the Company
recorded a non-cash impairment charge of
$6.0 million for the full year against Nichols Poultry
property, plant and equipment including organic
category assets. This impairment is reflective of
the current macro-economic environment and the
poultry market that Nichols Poultry operates in.
This impairment has reduced the carrying value
of the net assets of Nichols Poultry from
$14.1 million to $7.7 million. Despite the impairment,
the Board believes in the Nichols Poultry business
having established long term equity in the branded
segment of the market with the Nichols brand and
with its consistent high quality unbranded product
together with operational improvements it has the
potential to be a sustainable business into the future.
Gross profit margin across the Group declined 2%
compared to 2023, driven by reduced consumer
spending and an unprecedented oversupply of
poultry in the market. Despite these challenges and
increased labour costs, the Poultry division’s gross
profit margin was down 1% compared to 2023, which
is a testament to the quality of the product produced
at Nichols Poultry and the equity of the Nichols
branded product in the segment it competes in.
The Dairy division, comprising Pyengana Dairy,
saw an 8% increase in gross profit margin. This
was driven by expanded national distribution
through our strong partnerships with key
distributors, ranging in 182 Coles supermarkets
across four states in Tasmania, Victoria, New
South Wales and Queensland in October 2024.
Additionally, efforts to right-size the Shared Services
(corporate) structure in 2024 resulted in $3.8
million in cost savings, representing a ~55% cost
reduction compared to 2023. We remain focused
on identifying further opportunities to optimise
costs and drive a leaner, more efficient business.
MARKETING & E-COMMERCE
Pyengana Dairy cheese received numerous
industry awards throughout 2024, with its
Traditional Cheddar and St Columba Blue Cheese
winning Gold and Silver across four states (NSW,
QLD, SA, and TAS), as well as national awards
including the Australia Grand Dairy Awards.
Boxolove, the Company’s online curated hamper
business, offers a premium selection of food and
beverages from Tasmania’s finest producers, catering
to both consumers and the corporate gift market.
During 2024 sales declined by 21% compared
to 2023, reflecting broader trends in online
demand as consumers face continued economic
pressures and reduced disposable income.
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CHAIRMAN & CEO’S
REPORT, CONT.
FUTURE STRATEGY
The Company faced a challenging year in
2024. In response, we are actively addressing
these and will continue to do so into 2025 by
focussing on our strategic priorities. As part
of our Capital Management Framework we
are continuously evaluating and assessing our
business divisions and their asset profile to ensure
we drive strong returns for shareholders.
TasFoods’ strategic priorities will be to:
n Enhance earnings in the Poultry division through
disciplined cost management, improved
equipment reliability, increased production
efficiency and further optimise sales channels
and product mix measures;
n Pyengana Dairy scale up product range, capability
and access to domestic and international markets
with the completion of export accreditation (90%
achieved) and leverage our café and visitor centre
as part of the long-term growth strategy;
n Maximise value from our poultry waste streams
to manage costs and increase yield at our poultry
production facility;
n Increase distribution and revenue in pet treats,
leveraging our premium product positioning to grow
Isle & Sky and the new range of pet treat SKU’s;
n Maintain the strict disciplines of the Group’s
working capital management framework;
n Optimise existing assets in poultry and cheese
production to drive incremental profit through
strategic capital expenditure;
n Further reduce our overhead cost base looking
at all insource and outsource service provisions
to enhance our earnings position; and
n Continue evaluating the TasFoods business and
asset portfolio to maximise shareholder returns.
We would like to acknowledge all employees at
TasFoods for their resilience and tenacity during
a year of extraordinary change and uncertainty.
For the employees in Nichols Poultry, Pyengana
Dairy and the support office, we look forward to
driving success in 2025 as we endeavour to deliver
outstanding products of the highest quality with
our team by maintaining our values of passion,
respect, accountability and togetherness.
We would like to thank all stakeholders, our
customers, our suppliers, our employees and
our shareholders for their continued support of
the business.
Finally, have previously announced my stepping
down as Chairman and Director of TasFoods
at the conclusion of this year’s Annual General
Meeting, this will be my final Chairmans report
for the Company. I would like to thank my fellow
board members and I wish to acknowledge and
thank the resilient and hard working TasFoods
team. It has been a privilege to lead as Chairman of
this Company since May 2022 and I look forward
to watching the success of the Company as it
transitions into the next phase of its evolution
.
John Murphy
Joshua Fletcher
Non-Executive Chair
Chief Executive Officer
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OPERATING &
FINANCIAL
REVIEW
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POULTRY DIVISION
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TOTAL REVENUE FOR THE POULTRY
DIVISION IN 2024 REDUCED BY 3.5% ON THE
PRIOR COMPARABLE PERIOD (PCP) TO $44
MILLION. REVENUE DECLINE WAS DRIVEN
BY AN UNPRECEDENTED OVERSUPPLY OF
POULTRY IN MARKETS NICHOLS POULTRY
COMPETES IN TASMANIA AND IN MAINLAND
MARKETS. THIS HAS HAD THE EFFECT OF
INCREASING COMPETITION AND LOWERING
OF WHOLESALE PRICES IN THE RESPECTIVE
MARKETS AND MAINLAND WHOLESALERS
CONTINUE TO SHIP POULTRY INVENTORY
AT LOW COST. A CHALLENGING ECONOMIC
BACKDROP IN 2024 TOGETHER WITH COST-
OF-LIVING PRESSURES AND CONSUMERS
TRADING DOWN BY SUBSTITUTION WITHIN
THE GROCERY CHANNEL HAS HAD A FLOW-ON
IMPACT TO THE FOOD SERVICE CHANNEL.
Strategies implemented include strict cost control and
cash flow management throughout the poultry supply
chain, operational efficiencies at our processing
facility with labour, yield through the digital use of
Operations Feedback Systems to improve tracking
and the overall responsiveness of various production
lines within the facility. The successful transition of
feed suppliers from Inghams to Ridley has benefited
with a lower feed conversion rate (FCR) by 6%.
Gross profit margins for the Poultry division was 1%
lower than PCP driven by challenges in the poultry
markets and reduced consumer spending.
Volume sold decreased on 2023 levels by 11%, driven
by increased competition and the unprecedented
oversupply of poultry in the markets Nichols Poultry
competes in.
The Poultry division reported an operating EBITDA
of $0.4 million for 2024 primarily due to sales
revenue decline from increased competition and
unprecedented oversupply of poultry in the markets.
Major cost items that contributed to the result
were an increase in direct labour costs, repairs
and maintenance and increased logistics costs.
Nichols Hatchery (Redbank Poultry) was acquired in
December 2023, a chicken breeder facility located
in North-West Tasmania to be able to control the
performance and quality in the poultry supply
chain for Nichols Poultry. 2024 saw the successful
integration of the Hatchery business into the Poultry
Division. As a standalone business unit Nichols
Hatchery delivered an EBITDA profit of $821k.
The Nichols Poultry brand possesses a unique
quality as a result of our breeding, growing, air-
chilling, chemical and chlorine free processing. We
are focused on strengthening the Nichols brand
for consumers in Tasmania and in the mainland
market where customers are demanding better
tasting poultry products. Poultry remains Australian
consumers first choice for protein and Nichols
Poultry is well placed to gain more market share.
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.
POULTRY DIVISION
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POULTRY DIVISION, CONT.
The Isle and Sky pet treats range continued to
increase distribution nationally through Petbarn and
locally in Tasmania through the Hill Street Grocer
Group of stores statewide. Isle and Sky continues
to resonate with consumers who are seeking a
premium, all natural, chlorine and chemical free,
100% Tasmanian-made, human-grade pet treat for
their dogs and cats. Quarter 4 of 2024 saw new
product development occurred for a new range of
pet treat SKUs that will be launched in early 2025.
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DAIRY DIVISION
1 5
OUR DAIRY DIVISION CONSISTED
OF PYENGANA DAIRY.
TOTAL REVENUE FOR THE DAIRY DIVISION
REDUCED BY 13% TO $2.1 MILLION
PREDOMINANTLY DUE TO THE PYENGANA
DAIRY FARMHOUSE CAFÉ REVENUE BEING
23% LOWER THAN PCP. THIS HAS BEEN
DRIVEN BY A REDUCTION ON TOURIST
NUMBERS AT THE CAFÉ AND VISITOR
CENTRE OVER THE LAST 12 MONTHS AND
AS SEEN IN THE BROADER TOURISM DATA.
Input costs in the dairy division increased significantly
during the year, predominately due to increased labour
costs (24%) due to the challenges of recruitment and
retention of staff for the remote location of the
Pyengana Dairy production and café operations.
Pyengana Dairy cheese sales were 5% lower than
PCP. This was due to availability of cheese being
mature enough to be graded and sold as vintage
and mature. Gross profit margin from cheese
sales and cafe increased from 2023 by 8%, with
farmgate milk price being 11% lower than PCP and
improved artisan cheese making processes utilised.
The dairy division reported an operating EBITDA profit
contribution of $0.1 million, a 63% decline on PCP.
The premium brand positioning of this high-quality
product resonates strongly with customers and
this was further validated with Pyengana Dairy
cheese winning numerous industry awards during
2024. Most significant of these accolades were
for Pyengana Dairy Traditional cheddar and St
Columba blue cheese winning Gold and Silver
at major state (NSW, QLD, SA, Tas) and national
awards including the Australia Grand Dairy Awards.
In 2024 TasFoods commenced the process to gain
export accreditation for Pyengana Dairy, we are in the
final steps in the journey to full export accreditation. It
is pleasing to see Pyengana Dairy increase distribution
with ranging into 182 Coles stores across four states
(Tas, Vic, NSW, QLD) in October 2024, which aligns
with the strategic review we competed in 2024
accessing benchmarking and expertise to step change
the business growth opportunity for the future. This
was commenced and completed in late 2024 for
the Pyengana Dairy business unit to improve the
revenue and profitability direction of the business.
Management is confident of the growth potential of
the Pyengana Dairy brand as we increase our focus on
growth opportunities and operational efficiency
strategies in cheese production and the farmhouse café
as a standalone business unit in the TasFoods Group.
PYENGANA DAIRY –
CHEESE AND
TOURISM CAFE
DAIRY DIVISION
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CORPORATE
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CORPORATE
SHARED SERVICES
The significant corporate restructure programme that
occurred in 2023 to become a more streamlined and
simplified business, delivered a cost reduction in 2024
of $3.8 million (55%) compared to PCP. We continue
to explore all opportunities inhouse and external to
reduce this cost further and improve capability.
BALANCE SHEET AND CASHFLOWS
The Group is supported by a balance sheet with
net assets at 31 December 2024 of $7.1 million
(31 December 2023: $17.6 million), including fixed
asset balances of $9.1 million (which excludes the
Betta Milk land and buildings held for sale at reporting
date, carrying amount of $1.6 million). Cash balances
were $0.5 million (31 December 2023: $3.4 million).
The reduction in group net assets is significantly
impacted by the impairment of Nichols Poultry
assets of $6.0 million, offset by additions of plant
and equipment of $0.5 million in Nichols Poultry,
Nichols Hatchery and Pyengana Dairy business units.
Net cash outflows from operating activities were
$1.9 million (2023: $3.5 million). This is reflective
of selling price increases which have not offset
increased input costs including increased direct
labour processing costs, logistics costs and repairs
and maintenance.
Net cash outflows from investing activities
were $0.4 million (2023: $10.5 million inflow),
which were for property, plant and equipment
in continued and discontinued operations.
Net cash outflows from financing activities were
$0.1 million (2023: $3.9 million inflow), which
were for repayment of borrowings relating to
term loans with NAB and Roadnight Capital
through the financial year and operating lease
payments relating to the poultry operations.
Management continues to focus on a strict
disciplined approach to working capital
management to ensure improved profitability
and cash flows across the TasFoods Group.
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TAS FO O D S A N N UA L R E P O RT 2 0 24
2025 OUTLOOK
TasFoods is now primarily a Poultry business
with three distinct pillars of operations;
n Hatchery and Broiler Growing
n Production
n Pet Treats and waste stream
Pyengana Dairy has a focus on production, sales
and distribution of its award-winning cheese. The
brand is well positioned for future growth as part
of the recent strategic review of the business.
We observed very early signs of improvement in
the local Poultry market conditions late in Q4 2024.
However, trading conditions are expected to remain
challenging throughout 2025 for food manufacturing
companies operating nationally in retail and food
service channels. Continuing cost-of-living pressures
and ongoing economic uncertainty continue to weigh
heavily on both business and consumer confidence.
TasFoods continues to closely monitor the prevailing
macroeconomic and market conditions, as well
as the challenges facing both TasFoods and the
broader food production and manufacturing
industry. This diligence ensures we can adapt
effectively to the ever-changing market conditions
locally in Tasmania and mainland markets.
Management is disciplined and focused on reviewing,
implementing and adjusting operational and
strategic initiatives as they continue to evolve and
adapt to establish a more resilient operating model
for 2025. TasFoods is confident these initiatives
will enable the Poultry, Cheese and Pet Treats
divisions to adapt to markets we compete in to
deliver a more sustainable financial performance
for the Company into 2025 and beyond.
Under our Capital Management Framework
TasFoods continues to evaluate its business and
asset portfolio to improve shareholder returns.
The Company will continue to evaluate the market
conditions and demand for our branded product
assets to achieve optimum shareholder returns.
We believe our Nichols Poultry, Pyengana Dairy and
Isle & Sky businesses each have their own unique
brand equity, and the Company will continue to
explore opportunities to realise that potential.
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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 2024 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
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 risk of disease and infection impacting
our animals, manufacturing facilities and inputs.
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.
CLIMATE 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.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG) RISK
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.
FINANCIAL
REPORT
FOR THE YEAR ENDED
31 DECEMBER 2024
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BOARD OF DIRECTORS
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 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.
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
LEANNE PRITCHARD
COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER
Appointed Company Secretary and CFO on 29 March 2024
Leanne has broad finance experience across a range of industries including FMCG, food
manufacturing, IT, financial services and audit. Leanne was previously the Financial Controller
at TasFoods Limited. Prior to that Leanne was the Group Financial Controller at Genobile Saba
Australia where she was responsible for all areas of finance, treasury, governance and HR.
Leanne has also held positions with Cxense AS, a SAAS company based in
Norway, National Australia Bank and eight years with Deloitte Audit and Advisory,
specialising in insurance, superannuation and managed funds.
As a member of the Chartered Accountants of Australia and New Zealand (CAANZ), Leanne also
holds a Masters in Applied Commerce (Accounting) from The University of Melbourne.
JOSHUA FLETCHER
CHIEF EXECUTIVE OFFICER
Appointed CEO on 29 March 2024
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.
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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 2024.
In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
DIRECTORS
John Murphy
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 FY24 John was a member of both the Audit and Risk Committee
and the Nomination and Remuneration Committee.
Experience and qualifications
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:
Nil
Former Directorships in listed entities in the last 3 years:
Nil
Interest in shares and options:
5,025,769 Share Appreciation Rights
Ben Swain
Non-Executive Director since 4 June 2020.
Ben was appointed to the Board as a Non-Executive Director on 4 June 2020.
During FY24 Ben was the Chair of the Audit and Risk Committee and a
member of the Nomination and Remuneration Committee.
Experience and qualifications
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:
Nil
Former Directorships in listed entities in the last 3 years:
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
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 FY24 John was the Chair of the Nomination and Remuneration
Committee and was a member of the Audit and Risk Committee.
Experience and qualifications
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, eight 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,
Simon George & Sons and a Board member of Kalfresh Pty Ltd.
He was previously the Chair of Mulgowie Farming Company.
Other Directorships in listed entities:
Nil
Former Directorships in listed entities in the last 3 years:
Nil
Interest in shares and options:
4,149,857 Share Appreciation Rights
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DIRECTORS’ REPORT, CONT.
COMPANY SECRETARY
Leanne Pritchard
Company Secretary and Chief Financial Officer since 29 March 2024.
Leanne joined TasFoods in October 2023 and was appointed as
Chief Financial Officer on 29 March 2024. She was appointed as
Company Secretary on 29 March 2024.
Experience and qualifications
Leanne has extensive finance experience, gained across a number of
industries including FMCG, IT, banking and professional services. Leanne
previously worked at Genobile Saba Australia as the Financial Controller,
and was responsible for managing all areas of finance, reporting and
governance for the Group.
Prior to this Leanne held finance leadership roles at Cxense Australia, a
subsidiary of a Norwegian Listed SAAS company, National Australia Bank
and Deloitte.
Leanne is a member of the Chartered Accountants Australia and New
Zealand (CA ANZ). She holds a Master of Applied Commerce majoring in
Accounting (University of Melbourne).
Joshua Fletcher
Company Secretary and Chief Financial Officer from 17 March 2023
to 28 March 2024.
Josh joined the Company as Chief Financial Officer on 17 March 2023.
He was appointed as Company Secretary on 17 March 2023.
Josh ceased to be the Company Secretary and Chief Financial Officer
upon being appointed as Chief Executive Officer on 29 March 2024.
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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
2024 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 2024.
Director
Board Meeting
Audit And Risk Committee
Nomination & Remuneration
Committee
Held during
time on Board
Attended
Held during
time on Board
Attended
Held during
time on Board
Attended
J Murphy1
12
12
5
5
1
1
B Swain1
12
11
5
5
1
1
J O’Hara1
12
10
5
5
1
1
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 Operating and Financial Review.
AFTER BALANCE DATE EVENTS
There are no matters or circumstances that have arisen since 31 December 2024, 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 2024, 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 new 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 FY25 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 2024, 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.
In 2024 the Company’s main activity related to developing Tasmanian branded food businesses (including Nichols
Poultry, Pyengana Dairy and Isle and Sky pet treats).
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. 2024 fixed remuneration
4.4. 2024 short-term incentive arrangements
4.5. 2024 long-term incentive arrangements
4.6. KMPs 2024 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. 2024 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 COVERED IN THIS REPORT (KMP)
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 2024 were:
Current Non-Executive Directors
Role
Appointment Date
John Murphy
Non-executive Chair
23 June 2021
Ben Swain
Non-executive Director
4 June 2020
John O’Hara
Non-executive Director
23 June 2021
Current KMP Executives
Role
Appointment Date
Joshua Fletcher1
Chief Executive Officer
29 March 2024
Leanne Pritchard2
Chief Financial Officer
29 March 2024
Former Executive and Non-Executive Directors
Role
End Date
Scott Hadley3
Chief Executive Officer
28 March 2024
1. Joshua Fletcher commenced as Chief Executive Officer on 29 March 2024.
2. Leanne Pritchard commenced as Chief Financial Officer on 29 March 2024.
3. 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 FY2022 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 FY24 as there has been no rights issued to
senior executives in FY24.
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).
TasFoods 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 our 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)
Due to current trading performance and the continuing initiatives relating to profitability and cost restructuring,
the Board has elected not to award any LTI’s to key management personnel in FY2024.
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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.
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.
Short-Term
Incentive (STI)
Annual incentive
opportunity
delivered in cash
Performance is measured against:
• Financial Group performance (i.e. sales revenue,
gross profit margin and EBITDA); and
• Non-Financial KPIs (i.e. WH&S (LTIFR)
and other operational KPIs).
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 2024 can be found in section 4.6.
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.
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 the 2024 grant.
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 2024 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)
Current KMP Executives
Joshua Fletcher1
$305,000
50.0%
50.0%
50.0%
50.0%
Leanne Pritchard2
$200,000
30.0%
30.0%
30.0%
30.0%
Former KMP Executives
Scott Hadley3
$450,000
50.0%
75.0%
90.0%
180.0%
1. Joshua Fletcher commenced as Chief Executive Officer on 29 March 2024.
2. Leanne Pritchard commenced as Chief Financial Officer on 29 March 2024.
3. Scott Hadley resignation was announced on 15 January 2024 and effective 28 March 2024.
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.
4.3. 2024 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 2024 (and 31 December 2023)
can be found in the ‘Remuneration Tables’ section of this report.
4.4. 2024 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).
26%
25%
50%
Joshua Fletcher
19%
19%
62%
Leanne Pritchard
TFR
STI
LTI
TFR
STI
LTI
TAS FO O D S A N N UA L R E P O RT 2 0 24
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.4. 2024 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 2024 are set out in section 4.6.
4.5. 2024 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.
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 Share Appreciation 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. The FY24 PSAR has not been calculated as the CEO and executive
KMP were not entitled to any PSAR in FY24.
Measurement Period: The Measurement Period is the three financial years from 1 January 2024 to
31 December 2026.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.5. 2024 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 2024 grant of PSARs are 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
25%
$0.14
100%
Between Target and Stretch
>19%, <25%
>$0.12 and <$0.14
Pro-Rata
Target
19%
$0.12
50%
Between Threshold and Target
>14%, <19%
>$0.10 and <$0.12
Pro-Rata
Threshold
14%
$0.10
25%
Below Threshold
<14%
<$0.10
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
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 $0.00 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
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.6. KMPs 2024 short-term incentive arrangement results
The measures and targets for the 2024 STI were set by the Board in February 2024 and were based on the
priorities for 2024. The key performance indicators were based upon stretch targets, with operating EBITDA set as
a hurdle requirement (or gate) for payment of the 2024 STI.
The following table shows the Company’s 2024 STI performance measures and weightings as applied to KMP.
Performance Measure
Description
Weighting
Comment
Operating EBITDA
Statutory EBITDA adjusted for
acquisition costs, capital raising
costs and incentive payments
40%
EBITDA is seen as a key factor of
trading performance and operational
sustainability. Operating EBITDA is a
hurdle requirement for STI payments
Gross Profit Margin ($)
Statutory gross profit margin in dollars
excluding biological asset movements
20%
The gross profit margin is seen as a key outcome
of sales effectiveness and operational efficiency
Gross Profit Margin (%)
Statutory gross profit margin
percentage excluding biological
asset movements
20%
The gross profit margin is seen as a key outcome
of sales effectiveness and operational efficiency
WHS - Lost time injury
frequency rate (LTIFR)
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
5%
Employees are a key asset to TasFoods and
their safety is paramount. A reduction in LTIFR
is a key outcome of the WHS program
Other Non-Financial Targets
Including capital management,
capability build and operational KPIs
15%
A number of other non-financial KPIs were set
to focus on both capability and operational
efficiencies across the TasFoods business.
4.7. Company financial performance
The following table shows the relationship between KMP executives’ at-risk remuneration and TasFoods overall
financial performance:
Financial Year Ended 31 December
2024
2023
2022
2021
Revenue ($000)
$46,054
$74,052
$70,587
$69,441
Net (loss)/profit before tax ($'000)
($10,454)
($987)
($16,399)
($10,741)
Net (loss)/profit after tax ($'000)
($10,454)
($987)
($16,478)
($10,741)
Share price at start of year
$0.030
$0.040
$0.105
$0.120
Share price at end of year
$0.017
$0.030
$0.040
$0.105
Share price growth
-43.33%
-25.00%
-61.90%
-12.50%
Dividends
$0.00
$0.00
$0.00
$0.00
Basic (loss)/earnings per share (cents)
(2.44)
(1.15)
(4.03)
(3.05)
Diluted (loss)/earnings per share (cents)
(2.44)
(1.15)
(4.03)
(3.05)
Average STI payout as a % at-target
for eligible KMP executives
0%
0%
0%
0%
The average STI payout as a % of the at-target for eligible KMP executives for FY24 was 0% as the EBITDA hurdle was not met.
The EBITDA hurdle was also the gate for all non-financial STI awards.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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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
Notice Period
by TasFoods
Notice Period
by Executive
Termination / Redundancy Payment
KMP Executives
Joshua Fletcher1
6 months
6 months
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.
Leanne Pritchard2
6 months
6 months
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.
Former Executive and Non-executive Directors
Scott Hadley3
6 months
6 months
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 his role, or if he is made redundant then
he is entitled to a severance payment equivalent to 12 months’ salary.
1. Joshua Fletcher commenced as Chief Executive Officer on 29 March 2024.
2. Leanne Pritchard commenced as Chief Financial Officer on 29 March 2024.
3. Scott Hadley resignation was announced on 15 January 2024 and effective 28 March 2024.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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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 2024 financial year non-executive directors’ fees (inclusive of superannuation) were:
Director
Base Fee
Committee
Chair Fee
Fees sacrificed into
Equity in FY23
Total
John Murphy
70,000
-
-
70,000
Ben Swain
45,000
-
-
45,000
John O’Hara
45,000
-
-
45,000
There was no equity granted in FY24 to Directors, only the base fee (cash component) was eligible for payments.
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 2024 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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DIRECTORS’ REPORT, CONT.
6. NON-EXECUTIVE DIRECTORS’ REMUNERATION STRUCTURE, CONTINUED.
6.2. 2024 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 (relating to FY2023) 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 (FY2023 PSARS) 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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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 2024
Short-Term Employee Benefits
Long-Term
Employee
Benefits
Post-employment
Benefits
Share Based Payments
Year
Salary/
Fees
STI
Payment
Unused
Leave
Payment
Non-
monetary
benefits
Annual Leave
and Long
Service
Leave
Super-
annuation
Long-Term
employment
benefits
Shares
Share
Appreciation
Rights/
Options
Total
Performance
Related %
Current
Non-Executive
Directors
$
$
$
$
$
$
$
$
$
$
%
John Murphy
2024
62,851
-
-
-
-
7,149
-
-
-
70,000
0%
2023
63,348
-
-
-
-
6,970
-
-
40,000
110,318
0%
Ben Swain
2024
40,404
-
-
-
-
4,596
-
-
-
45,000
0%
2023
40,724
-
-
-
-
4,481
-
-
28,000
73,205
0%
John O'Hara
2024
45,000
-
-
-
-
-
-
-
-
45,000
0%
2023
45,000
-
-
-
-
-
-
-
28,000
73,000
0%
Current KMP
Executives
Joshua Fletcher1
2024
261,031
-
-
-
46,533
27,235
-
-
-
334,798
0%
2023
175,382
-
-
-
15,659
18,985
-
-
-
210,026
0%
Leanne Pritchard2
2024
139,112
-
-
-
14,912
15,792
-
-
-
169,816
0%
2023
-
-
-
-
-
-
-
-
-
-
0%
Former KMP
Executives
Scott Hadley3
2024
180,373
-
-
-
-
5,803
-
-
-
186,175
0%
2023
424,617
-
-
-
68,373
26,462
-
-
-
519,451
0%
1. Joshua Fletcher commenced as Chief Executive Officer on 29 March 2024.
2. Leanne Pritchard commenced as Chief Financial Officer on 29 March 2024.
3. Scott Hadley resignation was announced on 15 January 2024 and effective 28 March 2024.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table B: Shareholdings
Year
Shares
held at
Start of Year
Issued as
Remuneration
Share
Buyback
Net other
changes
Shares
held at
End of Year
Current Non-Executive Directors
No.
No.
No.
John Murphy
2024
-
-
-
-
-
2023
-
-
-
-
-
Ben Swain
2024
1,578,571
-
-
-
1,578,571
2023
1,578,571
-
-
-
1,578,571
John O'Hara
2024
-
-
-
-
-
2023
-
-
-
-
-
Current KMP Executives
Joshua Fletcher2
2024
-
-
-
-
-
2023
-
-
-
-
-
Leanne Pritchard3
2024
-
-
-
-
-
2023
-
-
-
-
-
Former KMP Executives
Scott Hadley4
2024
-
-
-
-
-
2023
-
-
-
-
-
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.
2. Joshua Fletcher commenced as Chief Executive Officer on 29 March 2024.
3. Leanne Pritchard commenced as Chief Financial Officer on 29 March 2024.
4. Scott Hadley resignation was announced on 15 January 2024 and effective 28 March 2024.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table C: Movements during 2024 in performance rights or options over shares in the Company held,
directly, indirectly or beneficially, by each KMP, including their related parties.
Year
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
Current Executive
Chair and Non-
executive Directors
No.
No.
No.
No.
No.
John Murphy
2024
5,025,769
-
-
-
-
5,025,769
2023
2,106,061
2,919,708
-
-
-
5,025,769
Ben Swain
2024
4,149,857
-
-
-
-
4,149,857
2023
2,106,061
2,043,796
-
-
-
4,149,857
John O'Hara
2024
4,149,857
-
-
-
-
4,149,857
2023
2,106,061
2,043,796
-
-
-
4,149,857
Year
Performance
Share
Appreciation
Rights or
Options
held at
Start of Year
Granted as
remuneration
Vested and
exercisable
Exercised
during the
reporting
period
Forfeited
Performance
Share
Appreciation
Rights or
Options
held at
End of Year
Current KMP
Executives
No.
No.
No.
No.
No.
Joshua Fletcher
2024
-
-
-
-
-
-
2023
-
-
-
-
-
-
Leanne Pritchard
2024
-
-
-
-
-
-
2023
-
-
-
-
-
-
Former KMP
Executives
No.
No.
No.
No.
No.
Scott Hadley1
2024
32,181,208
-
-
-
32,181,208
-
2023
32,181,208
-
-
-
-
32,181,208
1. Scott Hadley resignation was announced on 15 January 2024 and effective 28 March 2024.
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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.
No.
John Murphy
2024
Nil
2023
30-May-23
0
$0.014
30-May-27
31-Dec-25
40,000
-
-
0%
Ben Swain
2024
Nil
2023
30-May-23
0
$0.014
30-May-27
31-Dec-25
28,000
-
-
0%
John O'Hara
2024
Nil
2023
30-May-23
0
$0.014
30-May-27
31-Dec-25
28,000
-
-
0%
Current KMP
Executives
Joshua Fletcher
2024
Nil
2023
Nil
Leanne Pritchard
2024
Nil
2023
Nil
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.
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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
No.
30-May-23
Share Appreciation Rights
31-Dec-27
$ 0.0137
7,007,300
30-May-22
Share Appreciation Rights
31-Dec-26
$ 0.065
6,318,183
7-Jun-22
Performance Share Appreciation Rights
7-Jun-27
$ 0.066
40,187,920
27-Aug-21
Options
27-Aug-26
$ 0.10
2,500,000
27-Aug-21
Options
27-Aug-26
$ 0.10
2,500,000
6-Sep-21
Performance Rights
6-Sep-26
$ -
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.
2024
2023
$
$
Auditors of the parent entity:
Auditing the financial report
210,000
243,000
Other assurances services
-
-
210,000
243,000
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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
28 February 2025
TAS FO O D S A N N UA L R E P O RT 2 0 24
49
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.
Auditor’s Independence Declaration
As lead auditor for the audit of TasFoods Limited for the year ended 31 December 2024, I declare that
to the best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of TasFoods Limited and the entities it controlled during the period.
Brad Peake
Melbourne
Partner
PricewaterhouseCoopers
28 February 2025
FINANCIAL
REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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
Notes to and Forming of the Financial Statements
55
Consolidated Entity Disclosure Statements
94
Directors’ Declaration
95
Independent Auditor’s Report
96
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tasfoods.com.au
TAS FO O D S A N N UA L R E P O RT 2 0 24
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TAS FO O D S A N N UA L R E P O RT 2 0 24
5 1
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the Year Ended 31 December 2024
Note
2024
2023
$'000
$’000
Continued Operations
Revenue from operations
7
46,054
47,811
Other income
7
767
792
Profit/(Loss) on sale of fixed assets
7
13
( 105)
Fair value adjustment of biological assets
11
(359)
243
Impairment
(5,960)
-
Raw materials used
(24,867)
(26,724)
Employment and contractor expense
8
(14,909)
(15,354)
Freight
(3,632)
(3,458)
Occupancy costs
(956)
(890)
Depreciation and amortisation
(1,471)
(1,195)
Finance costs
(693)
(618)
Insurance
(737)
(741)
Legal and professional fees
(890)
(975)
Marketing and event expenses
(173)
(290)
Repairs and maintenance
(694)
(704)
Other expenses
(2,147)
(2,839)
Profit /(Loss) before income tax
(10,654)
(5,047)
Income tax benefit/(expense)
9
-
-
Net Profit/(Loss) after tax for the year from continuing operations
(10,654)
(5,047)
Net profit after tax for the year from discontinued operations
3
200
4,060
Net Profit/ (Loss) after tax for the year
(10,454)
(987)
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Other comprehensive loss net of tax
-
-
Total comprehensive income
(10,454)
(987)
Net profit for the period attributable to:
Non-controlling interest
-
-
Owners of TasFoods Limited
(10,454)
(987)
(10,454)
(987)
Total comprehensive income for the year is attributable to:
Non-controlling interest
-
-
Owners of TasFoods Limited
(10,454)
(987)
(10,454)
(987)
Total comprehensive income for the year is attributable to:
Continuing operations
(10,654)
(5,047)
Discontinuing operations
200
4,060
(10,454)
(987)
2024
2023
Note
$'000
$'000
Basic profit/(loss) per share (cents per share)
5
(2.39)
(0.23)
Diluted profit/(loss) per share (cents per share)
5
(2.39)
(0.23)
Basic profit/(loss) per share from continuing operations (cents per share)
5
(2.44)
(1.15)
Diluted profit/(loss) per share from continuing operations (cents per share)
5
(2.44)
(1.15)
Basic profit/(loss) earnings per share from discontinued operations (cents per share)
5
0.05
0.93
Diluted profit/(loss) earnings per share from discontinued operations (cents per share)
5
0.05
0.93
The above statement should be read in conjunction with the accompanying notes
TAS FO O D S A N N UA L R E P O RT 2 0 24
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Note
2024
2023
$'000
$’000
Current Assets
Cash and cash equivalents
21
485
3,432
Trade and other receivables
10
2,005
3,209
Biological assets
11
2,805
3,487
Inventory
12
2,232
2,128
Assets classified as held for sale
13
1,597
-
Prepayments
934
691
Total Current Assets
10,058
12,947
Non-Current Assets
Property, plant and equipment
14a
9,135
17,264
Right of use assets
14b
4,228
4,422
Intangible assets
15
413
572
Deferred tax assets
9
-
-
Total Non-Current Assets
13,776
22,258
Total Assets
23,834
35,205
Current Liabilities
Trade and other payables
16
7,514
9,662
Borrowings
17
948
2,284
Lease Liabilities
14b
305
332
Provisions
18
893
987
Total Current Liabilities
9,660
13,265
Non-Current Liabilities
Borrowings
17
2,773
13
Lease Liabilities
14b
4,188
4,241
Provisions
18
92
111
Deferred tax liabilities
9
-
-
Total Non-Current Liabilities
7,053
4,365
Total Liabilities
16,713
17,630
Net Assets
7,121
17,575
Equity
Contributed Equity
19
66,834
66,834
Reserves
20
1,353
1,353
Accumulated Losses
(61,066)
(50,612)
Total Equity
7,121
17,575
The above statement should be read in conjunction with the accompanying notes
TAS FO O D S A N N UA L R E P O RT 2 0 24
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 31 December 2024
Contributed
Accumulated
Equity
Reserves
Losses
Total
$’000
$’000
$’000
$’000
At 1 January 2023
66,834
1,121
(49,625)
18,330
Loss for the year
-
-
(987)
(987)
Other comprehensive income
-
-
-
-
Total comprehensive income for the year
-
-
(987)
(987)
Issue of shares
-
-
-
-
Share issue costs
-
-
-
-
Share-based payment expense
-
232
-
232
As at 31 December 2023
66,834
1,353
(50,612)
(17,575)
At 1 January 2024
66,834
1,353
(50,612)
17,575
Loss for the year
-
-
(10,454)
(10,454)
Other comprehensive income
-
-
-
-
Total comprehensive income for the year
-
-
(10,454)
(10,454)
Issue of shares
-
-
-
-
Share issue costs
-
-
-
-
Share-based payment expense
-
-
-
-
As at 31 December 2024
66,834
1,353
(61,066)
(7,121)
The above statement should be read in conjunction with the accompanying notes
TAS FO O D S A N N UA L R E P O RT 2 0 24
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CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 31 December 2024
The above statement should be read in conjunction with the accompanying notes
Note
2024
2023
$'000
$’000
Cash flows from operating activities
Receipts from customers relating to continued operations
47,188
48,586
Payments to suppliers and employees relating to continued operations
(48,795)
(51,355)
Interest received relating to continued operations
4
182
Interest paid relating to continued operations
(312)
(415)
Other
-
(766)
Net cash used in operating activities relating to continued operations
(1,915)
(3,768)
Operating cash flows relating to discontinued operations
(495)
266
Net cash used in operating activities relating to continued and discontinued operations
21
(2,410)
(3,502)
Cash flows from investing activities
Payments for property, plant and equipment relating to continued operations
(526)
(1,558)
Payments for other non-current assets relating to continued operations
-
(27)
Proceeds from disposal of property, plant, and equipment relating to continued operations
179
(17)
Net cash used in investing activities relating to continued operations
(347)
(1,602)
Investing cash flows relating to discontinued operations
(68)
12,123
Net cash used in investing activities relating to continued and discontinued operations
(415)
10,521
Cash flows from financing activities
Proceeds from borrowings relating to continued operations
2,408
1,743
Repayment of borrowings relating to continued operations
(1,939)
5,639
Principal elements of lease payments relating to continued operations
(537)
(384)
Net cash used by financing activities relating to continued operations
(68)
6,998
Financing cash flows relating to discontinued operations
(54)
(10,936)
Net cash used by financing activities relating to continued and discontinued operations
(122)
(3,938)
Net (decrease)/increase in cash held
(2,947)
3,081
Cash and cash equivalents at the beginning of the year
3,432
351
Cash and cash equivalents at the end of the year
21
485
3,432
The above cashflow statement includes continuing and discontinued operations.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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 28 February 2025 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 2024 the Group incurred losses of $10.5 million after tax (2023: $1.0 million loss) and incurred
net cash outflows from operations of $2.4 million (2023: $3.5 million). At 31 December 2024, the Group had cash and cash equivalents on hand
of $0.5 million (31 December 2023: $3.4 million) with an available unused bank overdraft facility of $2.0m. The consolidated entity was in a net
current asset position of $0.4 million (31 December 2023: net current liability position of $0.3 million).
The ability of the Group to continue as a going concern is dependent on the continuing implementation of its strategic initiatives, outlined below, a
disciplined and focused approach to managing input costs and other profitability enhancement initiatives. Management is aiming to improve the
current financial position and cash flows of the Group through divestment of assets not utilised in the dairy segment. In addition, the Group will seek
to extend existing loan facilities due to expire in January 2026. The Group may seek to obtain additional funding from alternative sources if required.
The strategic objectives include:
• Continued 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).
• 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
inputs, distribution and logistics.
• Continued growth and distribution 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.
• Continuing to explore opportunities as part of the capital management framework to monetise certain assets held by the Group and review
options in relation to the capital structure.
The 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 consolidated entity’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 across the existing product range in addition to expanding
distribution of the Isle & Sky pet treats range. 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 Company’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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
2. SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD
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 2023.
3. DISCONTINUED OPERATIONS
During 2023 the Shima Wasabi business and Betta Milk and Meander Valley Dairy plant and equipment and brands were sold. 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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
2024
2023
$'000
$’000
Revenue from operations
-
26,241
Other income
238
64
Profit/(Loss) on sale of fixed assets
1
6,069
Raw materials used
-
(16,241)
Employment and contractor expense
5
(6,249)
Freight
(5)
(2,553)
Occupancy costs
(48)
(448))
Depreciation and amortisation
(50)
(753)
Finance costs
(6)
(154)
Insurance
(14)
(195)
Marketing and event expenses
(6)
(55)
Repairs and maintenance
-
(149)
Research and development
(18)
(504)
Other expenses
103
(1,013)
Profit /(Loss) before income tax
200
4,060
Income tax benefit/(expense)
-
-
Net Profit/(Loss) after tax for the year from continuing operations
200
4,060
Net profit after tax for the year from discontinued operations
-
-
Net Profit/ (Loss) after tax for the year
200
4,060
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Other comprehensive loss net of tax
-
-
Total comprehensive income
200
4,060
Net profit for the period attributable to:
Non-controlling interest
-
-
Owners of TasFoods Limited
200
4,060
200
4,060
Total comprehensive income for the year is attributable to:
Non-controlling interest
-
-
Owners of TasFoods Limited
200
4,060
200
4,060
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
5 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
4. SEGMENT INFORMATION, CONT.
Shared
Continued Operations
Dairy
Poultry
Services
Total
$'000
$’000
$’000
$’000
Consolidated - 2024
Revenue
Total segment sales revenue
2,121
43,871
62
46,054
Other income
4
545
218
767
2,125
44,416
280
46,821
Profit/(loss) on sale of fixed assets
-
29
(16)
13
Segment profit/(loss)
(59)
(1,566)
(3,069)
(4,694)
Profit/(loss) after tax from discontinued operations
200
Profit/(loss) before income tax expense
(4,494)
Income tax (expense)/benefit
-
Loss after income tax expense
(4,494)
Impairment
(5,960)
Statutory loss after income tax expense
(10,454)
Assets
Segment assets
2,674
(4,538)
25,698
23,834
Unallocated assets from continuing operations:
-
Total Assets
23,834
Total assets include:
Liabilities
Segment liabilities
1,344
12,173
3,196
16,713
Deferred tax liability/(asset)
-
Total liabilities
16,713
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
4. SEGMENT INFORMATION, CONT.
Shared
Dairy
Poultry
Services
Total
$'000
$’000
$’000
$’000
Consolidated - 2023
Revenue
Total segment sales revenue
2,432
45,302
78
47,812
Other income
-
709
82
791
2,432
46,011
160
48,603
Profit/(loss) on sale of fixed assets
-
(100)
(5)
(105)
Segment profit/(loss)
159
673
(5,879)
(5,047)
Profit/(loss) after tax from discontinued operations
4,060
Profit/(loss) before income tax expense
(987)
Income tax (expense)/benefit
-
Loss after income tax expense
(987)
Assets
Segment assets
(1,659)
2,801
34,063
35,205
Unallocated assets from continuing operations:
-
Total Assets
35,205
Total assets include:
Liabilities
Segment liabilities
2,493
12,780
2,356
17,629
Deferred tax liability/(asset)
-
Total liabilities
17,629
Segment assets include intercompany balances loan balances ($0.8m Dairy, $24.7m Poultry).
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
SHAREHOLDER RETURNS
5. EARNINGS PER SHARE
2024
2023
Cents
Cents
Basic profit/(loss) per share
(2.39)
(0.23)
Diluted profit/(loss) per share
(2.39)
(0.23)
Basic profit/(loss) per share from continuing operations
(2.44)
(1.15)
Diluted profit/(loss) per share from continuing operations
(2.44)
(1.15)
Basic profit/(loss) earnings per share from discontinued operations
0.05
(0.93)
Diluted profit/(loss) earnings per share from discontinued operations
0.05
(0.93)
2024
2023
$'000
$'000
Profit/(loss) from continuing operations
(10,654)
(5,047)
Profit/(loss) from discontinued operations
200
4,060
Profit/(loss) attributable to the ordinary equity holders of the company used
in calculating basic and diluted earnings per share
(10,454)
(987)
2024
2023
Number
Number
Basic
Weighted average number of ordinary shares outstanding during the period
used in the calculation of basic earnings per share
437,095,516
437,095,516
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
437,095,516
437,095,516
Information Concerning the Classification of Securities
Potential ordinary shares:
a) There were no options other than those referred to in note 30 or other forms of potential shares on issue at 31 December 2024
(31 December 2023: 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 2024 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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 2024 (31 December 2023: nil).
PROFIT AND LOSS INFORMATION
7. REVENUE
Continued Operations
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Revenue from continuing operations
Sales revenue
46,054
70,587
46,054
47,811
Profit on sale of fixed assets
Profit/(loss) on Sale of Property, Plant & Equipment
14
664
13
(105)
Other income
Interest received
4
-
4
185
Sundry income
1,001
364
763
607
1,005
364
767
792
2024
2023
$'000
$'000
Revenue from discontinued operations
Sales revenue
-
26,241
Profit on sale of fixed assets discontinued operations
Profit/(loss) on Sale of Property, Plant & Equipment
-
6,069
Other income discontinued operations
Interest received
-
-
Sundry income
238
64
238
64
Revenue from total operations
Sales revenue
46,054
74,052
Profit on sale of fixed assets total
Profit/(loss) on Sale of Property, Plant & Equipment
14
5,964
Other income total
Interest received
4
185
Sundry income
1,001
670
1,005
855
Sundry income includes freight recovered, fuel tax credits, rent received, freight equalisation recoveries received as well as other sundry items.
Continued Operations
Total
TAS FO O D S A N N UA L R E P O RT 2 0 24
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
2024
2023
Continued operations
$’000
$’000
Profit before income tax expense includes the following specific expenses:
Employee benefits expense:
Salaries and wages
12,897
11,958
Temporary employees
884
2,048
Share based payments
1
231
Superannuation expense (defined contribution)
1,127
1,117
Total employee benefits
14,909
15,354
Other employee expenses
-
-
Total employment and contractor expense
14,909
15,354
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
9. INCOME TAX
2024
2023
$’000
$’000
(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
(236)
(468)
Increase/(decrease) in deferred tax liabilities
236
468
-
-
Reconciliation of income tax expense to proforma facie tax on accounting profit:
Loss before income tax expense
(10,454)
(987)
Tax benefit at Australian tax rate of 25% (2023: 30%)
(2,613)
(296)
Tax effect of amounts which are not deductible in calculating taxable income
-
72
Recognition of capital gains tax cost bases on sale of assets
-
(2,203)
Prior year under/over
(20)
-
Derecognition/(recognition) of carry forward tax losses/net deferred tax asset
2,630
2,421
Research and development tax offset
-
-
-
-
Deferred taxes not recognised
-
-
Tax effect on impairment of goodwill in Shima Wasabi
-
-
Income Tax (benefit)/expense for the period
-
-
(b) Income tax benefit recognised directly in equity during the period
Deferred tax arising from share issue costs
-
-
-
-
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 5
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
Opening
Balance
$000
Adjusted
recognised
for prior
period
$000
Restatment
of tax effect
balances
$001
Charged
to Income
$000
Charged
to Equity
$000
Derecognition
of Deferred
Tax
$001
Closing
Balance
$000
Gross deferred tax assets:
Provisions
361
-
(60)
2
303
Trade and other payables
105
(17)
(5)
83
Share issue expenses
23
(4)
(19)
-
Trade and other receivables
73
(12)
(47)
14
Property, plant and equipment
-
-
-
-
Intangibles
-
-
-
Tax Losses
582
(318)
(44)
1,090
(858)
452
Interest bearing liabilities
-
-
-
-
Acquisition costs
-
-
36
36
Lease liability
45
(8)
29
66
Capital loss
-
38
(56)
-
(282)
-
1,189
20
(201)
1,086
-
(1,140)
954
Gross deferred tax liabilities:
Biological assets
(838)
140
167
(531)
Inventory
-
-
(25)
(25)
Property, plant and equipment
(304)
51
1,562
(1,490)
(181)
Intangibles
-
-
-
-
Other
(47)
8
(177)
(216)
(1,189)
-
199
1,527
-
(1,490)
(954)
Net deferred tax asset/(liability)
-
20
(2)
2,613
-
(2,630)
-
9. INCOME TAX, CONT.
(c) Deferred tax balances
Taxable and deductible temporary differences arise from the following:
Unused tax losses
The Group has recognised tax losses in the year ended 31 December 2024 only to the extent of the Groups taxable temporary differences. After
recognition of these losses the Group had a further $58.8 million of carry forward tax losses for which no deferred tax asset has been recognised
(31 December 2023: $48.1 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.
2024
2023
$’000
$’000
Capital losses
1,127
-
Revenue losses
57,684
48,132
58,775
48,132
Potential tax benefit at 25% (PY = 30%)
14,694
14,440
TAS FO O D S A N N UA L R E P O RT 2 0 24
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
2024
2023
$’000
$’000
Trade Receivables
1,860
2,913
Loss allowance
(54)
(242)
Other receivables
199
538
2,005
3,209
Loss Allowance
Movements in the loss allowance were as follows:
Carrying value at the beginning of the year
242
67
Increase/(decrease) in loss allowance recognised
(187)
175
Carrying value at the end of the year
55
242
Trade receivables past due but not impaired
Under one month
12
386
One to three months
-
20
Over three months
24
267
36
673
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
10. TRADE AND OTHER RECEIVABLES, CONT.
Recognition and measurement
Trade receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables
expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as
non-current assets.
Trade receivables are initially recognised at fair value and subsequently recognised less any expected loss allowance. The Group applies the
AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To
measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the number of days
outstanding. The expected loss rates applied are based upon the payment sales profiles over a 12-month period and the historical credit losses
experienced in this period. Historical loss rates are adjusted to reflect current and forward-looking information including macroeconomic factors
affecting the ability of the customers to settle the receivables.
The loss allowance is determined as follows for trade receivables:
Current
30 days
60 days
90+ days
Total
31 December 2024
Expected Loss Rate
2%
0%
0%
100%
Trade Receivables Gross Carrying Amount ($’000)
1,823
12
-
24
1,860
Loss Allowance ($’000)
30
-
-
24
53
Current
30 days
60 days
90+ days
Total
31 December 2023
Expected Loss Rate
0%
0%
0%
91%
Trade Receivables Gross Carrying Amount ($’000)
2,240
386
20
267
2,913
Loss Allowance ($’000)
-
-
-
242
242
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
11. BIOLOGICAL ASSETS
Wasabi
Poultry
Plants
Total
$’000
$’000
$’000
Balance as at 1 January 2023
2,227
344
2,571
Increases due to purchases and production
3,244
-
3,244
Decreases due to sales/processing/mortality (i)
(2,227)
(344)
(2,571)
Movement in fair value as a result of physical and/or price changes (ii)
243
-
243
Balance as at 31 December 2023
3,487
-
3,487
Current
3,487
-
3,487
Non-current
-
-
-
3,487
-
3,487
Balance as at 1 January 2024
3,487
-
3,487
Increases due to purchases and production
3,165
-
3,165
Decreases due to sales/processing/mortality (i)
(3,487)
-
(3,487)
Movement in fair value as a result of physical and/or price changes (ii)
(359)
-
(359)
Balance as at 31 December 2024
2,805
-
2,805
Current
2,805
-
2,805
Non-current
-
-
-
2,805
-
2,805
(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 relate to poultry 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 processing.
As at 31 December 2024, the Group held 485,095 live poultry (2023: 553,165), 374,338 fertile eggs (2023: 325,890).
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 2024, with all other variables held constant, the Group’s net profit/(loss) for the
period would have been impacted by $76,404 (2023: $113,545) by a pricing or dressed weight increase/decrease of 5%.
TAS FO O D S A N N UA L R E P O RT 2 0 24
6 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
11. BIOLOGICAL ASSETS, CONT.
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
Level 1
Leve1 2
Level 3
Total
$’000
$’000
$’000
$’000
Recurring fair value measurements
- Poultry
-
2,805
-
2,805
Total biological assets recognised at fair value
-
2,805
-
2,805
Level 1
Level 2
Level 3
Total
$’000
$’000
$’000
$’000
Recurring fair value measurements
- Poultry
-
3,487
-
3,487
Total biological assets recognised at fair value
-
3,487
-
3,487
Fair value measurements using significant unobservable inputs
12. INVENTORY
2024
2023
$’000
$’000
Finished goods
798
389
Raw materials and packaging
914
1,251
Other
520
488
2,232
2,128
Recognition and measurement
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.
2024
2023
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. ASSETS HELD FOR SALE
2024
2023
$’000
$’000
Cost
1,765
-
Accumulated Depreciation
(168)
-
Net carrying amount
1,597
-
The carrying amount of assets classified as held for sale at 31 December 2024 is $1.597m. There are no liabilities directly associated with these
assets held for sale.
The assets held for sale refers to land and buildings owned by Van Diemen’s Land Dairy Pty Ltd. A sales agreement was signed on the 26th
November subject to a finance clause and with settlement to occur 30 days following finance approval. The sale agreement had not been
finalised as at 31 December 2024.
NON-CURRENT ASSETS
14. PROPERTY, PLANT AND EQUIPMENT
(a) Property, Plant and Equipment
2024
2023
$’000
$’000
Land and buildings - at cost
5,560
11,644
Less accumulated depreciation
(1,248)
(1,235)
4,312
10,409
Plant and equipment - at cost
9,602
11,003
Less accumulated depreciation
(5,798)
(5,089)
3,804
5,914
Office equipment - at cost
246
245
Less accumulated depreciation
(229)
(214)
17
31
Motor vehicles - at cost
673
665
Less accumulated depreciation
(259)
(177)
414
488
Capital Work in Progress - at cost
588
422
Total Property, Plant and Equipment
9,135
17,264
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
14. 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:
Capital
Land and
Plant and
Office
Motor
work in
buildings
equipment
equipment
vehicles
progress
Total
$'000
$'000
$'000
$'000
$'000
$'000
Carrying value
As at 1 January 2023
13,476
9,484
68
374
312
23,714
Additions
-
990
16
363
126
1,496
Capitalisation to asset categories
-
-
-
-
-
-
Disposals
(2,669)
(3,176)
(26)
(189)
(16)
(6,076)
Depreciation expense
(399)
(1,384)
(27)
(60)
-
(1,870)
Balance as at 31 December 2023
10,409
5,914
31
488
422
17,264
As at 1 January 2024
10,409
5,914
31
488
422
17,264
Additions
34
297
-
8
166
505
Capitalisation to asset categories
-
-
-
-
-
-
Impairment expense
(4,353)
(1,607)
-
-
-
(5,960)
Assets classified as held for sale
(1,597)
-
-
-
-
(1,597)
Disposals
-
(91)
-
-
-
(91)
Depreciation expense
(181)
(709)
(14)
(82)
-
(986)
Balance as at 31 December 2024
4,312
3,804
17
414
588
9,135
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
Average depreciation rates
Buildings
2-5%
Leasehold improvements
10-12%
Plant and equipment
8-20%
Office equipment
40-50%
Motor vehicles
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 2
14. PROPERTY, PLANT AND EQUIPMENT, CONT.
Impairment
Accounting Standard AASB 136 Impairment of Assets, requires an entity to assess at the end of each reporting period whether there is an indication that
an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset, paragraph 9.
At 31 December 2024, the Group has two CGUs for which indicators of impairment were considered, which are as follows:
Dairy CGU
Within the Dairy CGU, there are no indefinite lived intangible assets held at 31 December 2024. For the Dairy CGU, there were no indicators of
impairment as at 31 December 2024.
Poultry CGU
In the half year financial report (30 June 2024) there was an impairment of $2.93m accounted for in the Nichols Poultry Cash Generating Unit
(CGU) and applied against the tangible assets of Nichols Poultry. This impairment adjustment was based on organic poultry assets that remained on
the balance sheet ($1.4m), which are no longer in use and alignment of the financial results to the general trading conditions in the poultry market due
to an increase of poultry from mainland states and increased competition in the markets Nichols Poultry supplies into.
Within the Poultry CGU, there are no indefinite lived intangible assets held at 31 December 2024.
At 31 December 2024 an indicator of impairment was identified based on the year-end EBITDA result. The recoverable amount of the Poultry CGU
was assessed using a value in use calculation based on cash flow projections. These projections cover a five-year period and incorporate external
market data and financial forecasts approved by management excluding any fair value adjustments relating to biological assets.
Key assumptions used in the value-in-use calculation include:
Assumption
Pre-tax discount rate
16.43%
Revenue growth rate (5 year avg)
4.00%
Long-term growth rate
2.50%
Gross margin
23.75%
The revenue growth rate at 31 December 2024 is an average of 4% across the 5 year period which reflects current market trends and historical
growth rates in the Poultry CGU. The gross margin used in the value in use calculation is assumed at 23.75% reflecting current year margin
growth relating to the implementation of cost and production efficiency initiatives.
Based on the above assumptions the recoverable amount of the Poultry CGU at 31 December 2024 is estimated to be $7.08 million which is a
deficit of $3.03 million when compared to the CGU’s carrying value of assets of $10.11 million.
Sensitivity Analysis
Changes to the assumptions underlying the value in use calculation have the potential to impact the impairment assessment. The following
scenarios have been considered as part of the assessment of impairment in the current period:
Assumption change
Change in impairment
0.5% increase in pre-tax discount rate
($0.3m)
0.5% decrease in gross margin years 1-5
($2.2m)
0.5% decrease in revenue growth rate years 1-5
($0.8m)
0.5% decrease in long-term growth rate
($0.2m)
Review outcome
Based on the above assessment an impairment of assets of $3.03 million has been recognised at 31 December 2024.
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
14. 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:
2024
2023
$’000
$'000
Right of use assets
Land and buildings
3,956
4,070
Motor vehicles
271
351
Total right-of-use assets
4,228
4,422
Set out below are the carrying amounts of the Group’s right-of-use assets and the movements during the period:
Right-of-use assets
Land and buildings
Motor vehicles
Total
$’000
$’000
$’000
Balance at 1 January 2024
4,071
351
4,422
Additions
279
112
3,91
Disposals
(64)
(80)
(143)
Depreciation expense
(330)
(111)
(441)
Net carrying amount at 31 December 2024
3,956
271
4,228
Right-of-use assets
Land and buildings
Motor vehicles
Total
$’000
$’000
$’000
Balance at 1 January 2023
1,166
375
1,541
Additions
3,756
154
3,910
Disposals
(555)
(28)
(582)
Depreciation expense
(296)
(150)
(447)
Net carrying amount at 31 December 2023
4,071
351
4,422
Lease Liabilities
2024
2023
$’000
$’000
Current
305
332
Non-Current
4,188
4,241
4,493
4,573
TAS FO O D S A N N UA L R E P O RT 2 0 24
74
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
14. PROPERTY, PLANT AND EQUIPMENT, CONT.
Recognition and measurement
The Group leases property. Rental contracts are typically agreed for periods of two years to five years, but may have options to extend as
described below.
Contracts agreed contain both lease and non-lease components. The Group allocates 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 five years with three five 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 net 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
15. INTANGIBLE ASSETS
2024
2023
$'000
$’000
Brands and trademarks
4
4
Other
409
568
413
572
Gross carrying value
At cost
11,029
11,145
Accumulated impairment and amortisation
(10,616)
(10,573)
Total net carrying amounts
413
572
Reconciliations
Carrying amount at beginning
572
556
Additions
20
66
Impairment and amortisation during the year
(179)
(50)
Carrying amount at end
413
572
Other intangible assets include water rights and intellectual property. Water rights are considered to have an indefinite life and intellectual
property is amortised over five years.
Intangible assets are assessed as having an indefinite useful life are allocated to the Group’s cash generating units (CGUs) as follows:
2024
2023
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Goodwill
Brands &
Trademarks
Other
Total
Goodwill
Brands &
Trademarks
Other
Total
Poultry
-
-
236
236
-
-
373
373
Corporate and Other
-
4
172
177
-
4
195
199
Total
-
4
409
413
-
4
568
572
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 Asset
Useful Life
Brands & Trademarks
10 years
Software licences & other
10 years
Water rights
-
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
76
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
LIABILITIES
16. TRADE AND OTHER PAYABLES
2024
2023
$'000
$’000
Trade and other payables
7,514
9,662
7,514
9,662
Recognition and measurement
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.
17. BORROWINGS
2024
2023
$'000
$’000
Current
Bank Overdraft
-
-
Bank Loans
536
1,964
Other
412
320
948
2,284
Non-Current
Bank Loans
2,773
13
2,773
13
Total borrowings
3,721
2,297
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
17. BORROWINGS, CONT.
Financing arrangements
Commitments in relation to financing arrangements are payable as follows:
Total
Less than 12
Between 1
contracted
Carrying
months
and 5 years
Over 5 years
cash flows
Amount
$’000
$’000
$’000
$’000
$’000
At 31 December 2024
Non-derivatives
Trade payables
7,514
-
-
7,514
7,514
Bank Overdraft
-
-
-
-
-
Bank Loans
536
2,773
-
3,309
3,309
Other
412
-
-
412
412
8,462
2,773
-
11,235
11,235
At 31 December 2023
Non-derivatives
Trade payables
9,662
-
-
9,662
9,662
Bank Overdraft
-
-
-
-
-
Bank Loans
1,964
13
-
1,977
1,977
Other
320
-
-
320
320
11,946
13
-
11,958
11,958
Available facilities:
2024
2023
$’000
$’000
Undrawn
Undrawn
Limit
Balance
Limit
Balance
Equipment Finance Liabilities
513
403
36
-
Bank Bill Facility
-
-
-
-
Bank Loan Facilities
3,200
-
1,976
-
Bank Overdraft
2,000
2,000
-
-
5,713
2,403
2,012
-
The bank overdraft facility ($2.0 million) and Commercial Bill loan facility ($3.2 million) with NAB was established during the year. Part of the loan
facility was used to repay a $1.3 million facility with Roadnight Capital and a $0.6m facility held with AMAL Security Services Pty Limited
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
17. BORROWINGS, CONT.
Secured liabilities and assets pledged as security
The Group held finance facilities with National Australia Bank Limited, AMAL Security Services Pty Limited and Roadnight Capital during the
reporting period. The AMAL Security Services Pty Limited and Roadnight Capital facilities were fully repaid as at reporting date. 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 loan facility arrangement with National Australia Bank of $3.2 million, of which $0.5 million has a maturity date of June
2025. The remaining $2.7 million is due January 2026, and has been classified as non-current due to the intention to repay the loan on maturity.
The remaining external borrowings of $0.5 million relate to a NAB equipment finance facility. At balance date $0.1 million of this facility had been
drawn down.
The Company also holds a $2 million overdraft facility with NAB which was undrawn at 31 December 2024.
Financial covenants
There were no financial covenants in place at 31 December 2024.
18. PROVISIONS
2024
2023
$’000
$’000
Current
Employee benefits
893
987
893
987
Non-current
Employee benefits
92
111
92
111
Total Provisions
985
1,098
Movements in Provisions
Carrying amount at beginning of year
1,098
Amounts used during year
(426)
Additional provisions taken up during year
313
Carrying amount at end of year
985
TAS FO O D S A N N UA L R E P O RT 2 0 24
7 9
17. BORROWINGS, CONT.
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 statement of financial position 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
EQUITY
19. CONTRIBUTED EQUITY
Number of Shares
Share Capital
2024
2023
2024
$'000
2023
$'000
Ordinary shares - fully paid (no par value)
437,095,516
437,095,516
66,834
66,834
Total share capital
66,834
66,834
Movements in ordinary share capital:
Date
Details
Ordinary Shares
$’000
01/01/2024
Balance at beginning of period
437,095,516
66,834
31/12/2024
Balance at end of period
437,095,516
66,834
437,095,516
66,834
Terms and Conditions of Issued Capital
Ordinary Shares
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 26,332,195 share appreciation rights granted as at 31 December 2024
(2023: nil share options nil performance rights and 7,007,300 share appreciation 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
20. RESERVES
2024
2023
$’000
$’000
Employee share option reserve
1,353
1,353
1,353
1,353
Nature and Purpose of Reserves
Employee share option reserve
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.
2024
2023
$’000
$’000
Balance at start of year
1,353
1,121
Net Movement during the year
-
232
Balance at end of year
1,353
1,353
OTHER NOTES
21. ADDITIONAL CASH FLOW INFORMATION
2024
2023
$’000
$’000
Cash and cash equivalents
485
3,432
Recognition and measurement
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:
2024
2023
$’000
$’000
Cash and cash equivalents
485
3,432
485
3,432
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
21. ADDITIONAL CASH FLOW INFORMATION, CONT.
b) Reconciliation of operating profit after income tax to net cash flows from operating activities:
2024
2023
$'000
$’000
Net loss after income tax
(10,454)
(987)
Depreciation and amortisation
1,521
1,948
Impairment
5,960
-
Movement in fair value of biological assets
359
(243)
Share based payments
-
232
Interest on leased assets
281
178
Profit on sale of assets
(14)
(5,964)
Other
641
(622)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
1,204
1,525
(Increase)/decrease in inventories
578
2,446
(Increase)/decrease in prepayments
(244)
451
(Increase)/decrease in deferred taxes
-
-
(Decrease)/increase in trade and other payables
(2,148)
(1,983)
Increase/(decrease) in provisions
(94)
483
Net cash (outflow)/inflow from operating activities
(2,410)
(3,502)
(c) Non-cash activities
There were no non-cash financing activities.
22. FINANCIAL RISK MANAGEMENT
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
22. 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:
2024
2023
$’000
$’000
Financial Assets
Cash and cash equivalents
485
3,432
Net exposure
485
3,432
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 2024, 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:
2024
2023
$’000
$’000
Judgements of reasonably possible movements
+ 0.5% (50 basis points)
16
-
- 0.5% (50 basis points)
(16)
-
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
22. 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 $16.7 million (2023: $17.6 million) of which $9.6 million (2023: $13.3 million) is recorded as current liabilities, and
Total Current Assets of $8.5 million (2023: $12.9 million) of which $0.5 million (2023: $3.4 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 10. 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
23. 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.
2024
2023
$’000
$’000
Borrowings
3,721
2,297
Trade and other payables
7,514
9,662
Total debt
11,235
11,959
Less cash and cash equivalents
(485)
(3,432)
Net (cash)/debt
10,750
8,527
Total equity
7,122
17,575
Total capital
66,834
66,834
Gearing ratio (total debt / total equity)
157.8%
68.0%
The Group is not subject to any externally imposed capital requirements, other than those referred to in Note 16.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
GROUP MANAGEMENT
24. PARENT ENTITY SUPPLEMENTARY INFORMATION
Information relating to TasFoods Limited:
2024
2023
$'000
$’000
Financial position
Current assets
16,858
17,604
Non-current assets
2,284
4,400
Total assets
19,142
22,004
Current liabilities
1,502
2,742
Non-current liabilities
1,467
247
Total liabilities
2,969
2,989
Net assets
16,173
19,015
Contributed equity
66,834
66,834
Reserves
1,353
1,351
Accumulated losses
(52,014)
(49,170)
Total equity
16,173
19,015
Financial performance
Total revenue
332
3,506
Loss for the period
(13,614)
(18,127)
Comprehensive loss for the period
(13,614)
(18,127)
Deed of Cross Guarantee
The wholly owned subsidiaries disclosed in Note 25 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 2024 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 25 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
25. SUBSIDIARIES
Country of Incorporation
Principal Activity
Equity Holding
2024
%
2023
%
ABN
Nichols Poultry Pty Ltd
Australia
Poultry
100%
100%
81 092 929 890
Nichols Hatchery Pty Ltd
Australia
Poultry
100%
100%
61 671 683 284
Tasmanian Food Co Dairy Pty Ltd
Australia
Dairy
100%
100%
68 621 829 856
Van Diemen's Land Dairy Pty Ltd
Australia
n/a
100%
100%
43 608 847 016
JJJBSM Pty Ltd (Shima Wasabi)
Australia
n/a
100%
100%
30 128 404 777
UNRECOGNISED ITEMS
26. 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.
27. 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:
2024
2023
$’000
$’000
Payable:
- Not longer than one year
-
-
- Longer than one year and not longer than five years
-
-
- Longer than five years
-
-
-
-
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
28. EVENTS OCCURRING AFTER REPORTING DATE
In November 2024 a sales agreement was entered into for land and buildings held by Van Diemens Land Dairy Pty Ltd, for a purchase price
of $2.2m. The sale is subject to finance and has yet to be finalised as at reporting date. Profit on sale of the asset will be recorded in the 2025
financial year.
The 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.
OTHER INFORMATION
29. RELATED PARTY TRANSACTIONS
Key Management Personnel Compensation
The aggregate compensation of the key management personnel of the entity is set out below:
2024
2023
$
$
Short-term benefits
668,648
816,180
Post-employment benefits
60,574
62,137
Share based payments
-
96,000
Termination payments
76,373
20,727
805,595
995,044
30. AUDITOR’S REMUNERATION
Remuneration for audit and review of the financial reports of the parent entity or any entity in the Group:
2024
2023
$
$
Auditors of the parent entity:
Auditing the financial report
210,000
243,000
Other assurance services
-
-
210,000
243,000
31. SHARE BASED PAYMENTS
Performance Rights
(a) Share based payment arrangements
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
8 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
31. 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
100%
Between Target and Stretch
>19%, <25%
>$0.12 and <$0.14
Pro-Rata
Target
19%
$0.12
50%
Between Threshold and Target
>14%, <19%
>$0.10 and <$0.12
Pro-Rata
Threshold
14%
$0.10
25%
Below Threshold
<14%
<$0.10
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
36.0%
100%
Between Target and Stretch
>23%, <36%
Pro-Rata
Target
23%
50%
Between Threshold and Target
>8%, <23%
Pro-Rata
Threshold
8%
25%
The targets for EBITDA growth are based on the Company’s budget for the 2024 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
31. SHARE BASED PAYMENTS, CONT.
(b) Performance rights granted
Below is a summary of Share Appreciation Rights and Performance Rights granted under the LTIP.
2024
Performance Period
Grant Date
Equity
Instrument
From
To
Balance
at start of
Year
Granted
During Year
Forfeited
Vested
Balance at
End of Year
Fair Value
per Share
30/05/2023
Share
Appreciation
Rights
01/01/23
31/12/23
7,007,300
-
-
-
7,007,300
$0.014
07/06/2022
Performance
Share
Appreciation
Rights
01/01/22
31/12/25
20,093,960
-
(13,590,604)
-
6,503,356
$0.032
07/06/2022
Performance
Share
Appreciation
Rights
01/01/22
31/12/25
20,093,960
-
(13,590,604)
-
6,503,356
$0.016
30/05/2022
Share
Appreciation
Rights
01/01/22
31/12/22
6,318,183
-
-
-
6,318,183
$0.038
06/09/2021
Performance
Rights
01/01/21
31/12/23
1,851,707
-
(1,851,707)
-
-
$0.037
24/10/2019
Performance
Rights
01/01/19
31/12/21
-
-
-
-
-
$0.042
2023
Performance Period
Grant Date
Equity
Intrument
From
To
Balance
at start of
Year
Granted
During Year
Forfeited
Vested
Balance at
End of Year
Fair Value
per Share
30/05/2023
Share
Appreciation
Rights
01/01/23
31/12/23
-
7,007,300
-
-
7,007,300
$0.014
07/06/2022
Performance
Share
Appreciation
Rights
01/01/22
31/12/25
-
20,093,960
-
-
20,093,960
$0.032
07/06/2022
Performance
Share
Appreciation
Rights
01/01/22
31/12/25
-
20,093,960
-
-
20,093,960
$0.016
30/05/2022
Share
Appreciation
Rights
01/01/22
31/12/22
-
6,318,183
-
-
6,318,183
$0.038
06/09/2021
Performance
Rights
01/01/21
31/12/23
1,851,707
-
-
-
1,851,707
$0.037
24/10/2019
Performance
Rights
01/01/19
31/12/21
1,653,571
-
(1,653,571)
-
-
$0.042
The Share Appreciation Rights and Performance Rights hold no voting or dividend rights and are not transferable.
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
31. SHARE BASED PAYMENTS, CONT.
(c) Fair value of performance rights granted
No performance rights were granted during the 2024 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 2024 is $142,912 (31 December 2023: $156,865).
Share Options
(a) Share options granted
There were no share options outstanding at 31 December 2024:
Options - 2024
Grant Date
Expiry Date
Exercise Price
Balance at
start of Year
Granted
Exercised
Expired/
forfeited/ other
Balance at
End of Year
27/08/2021
1/10/2024
$0.10
2,500,000
(2,500,000)
-
27/08/2021
1/10/2025
$0.10
2,500,000
(2,500,000)
-
5,000,000
-
-
(5,000,000)
-
Weighted average exercise price
$ -
Options - 2023
Grant Date
Expiry Date
Exercise Price
Balance at
start of Year
Granted
Exercised
Expired/
forfeited/ other
Balance at
End of Year
27/08/2021
1/10/2024
$0.10
2,500,000
2,500,000
27/08/2021
1/10/2025
$0.10
2,500,000
2,500,000
5,000,000
-
-
-
5,000,000
Weighted average exercise price
$ 0.10
(b) Fair value of share options granted
There was nil expense recognised in relation to share options for the year ended 31 December 2024 (31 December 2023: $74,081).
(c) Share Options at 31 December 2024
Nil share options were held by KMP as at 31 December 2024.
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).
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
32. 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 2024.
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 23.
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 25.
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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
32. 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 2024 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.
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 4
Name of entity
Type of entity
Trustee, partner
or participant
in JV's
% of
share
capital
Place of
incorporation
Australian
resident or
foreign resident
Foreign
jurisdiction of
foreign residents
TasFoods Limited
Body Corporate
-
n/a
Australia
Australian
n/a
Nichols Poultry Pty Ltd
Body Corporate
-
100
Australia
Australian
n/a
Nichols Hatchery Pty Ltd
Body Corporate
-
100
Australia
Australian
n/a
Tasmanian Food Co Dairy Pty Ltd
Body Corporate
-
100
Australia
Australian
n/a
Van Diemen's Land Dairy Pty Ltd
Body Corporate
-
100
Australia
Australian
n/a
JJJBSM Pty Ltd (Shima Wasabi)
Body Corporate
-
100
Australia
Australian
n/a
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes
information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated
Financial Statements.
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 31 December 2024
TAS FO O D S A N N UA L R E P O RT 2 0 24
95
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.
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
ii. Complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements;
b.
The consolidated entity disclosure statement on page 94 is true and correct; and
c.
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. 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
3.
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 2024.
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
28 February 2025
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 6
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.
Independent auditor’s report
To the members of TasFoods Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of TasFoods Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group's financial position as at 31 December 2024 and of its
financial performance for the year then ended
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The financial report comprises:
the consolidated statement of financial position as at 31 December 2024
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensive income for the year then
ended
the notes to the consolidated financial statements, including material accounting policy
information and other explanatory information
the consolidated entity disclosure statement as at 31 December 2024
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
TAS FO O D S A N N UA L R E P O RT 2 0 24
97
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss
of $10.5 million and a net cash outflow from operations of $2.4 million during the year ended 31
December 2024 and, as of that date, had net current assets of $0.4 million and as a result the Group
is dependent on the successful implementation of its strategic initiatives. These conditions, along with
other matters set forth in Note 1, indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Audit Scope
Our audit focused on where the Group made subjective judgements; for example, significant
accounting estimates involving assumptions and inherently uncertain future events.
In establishing the overall approach to the audit of the Group, we determined the type of work
that needed to be performed by us, as the group auditor.
We performed an audit of the most significant business unit of the Group, being Poultry. We
performed specific risk based focused audit procedures over Dairy and Shared Services
business units.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matter to the Audit
and Risk Committee.
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 8
In addition to the matter described in the Material uncertainty related to going concern section, we
have determined the matter described below to be the key audit matter to be communicated in our
report.
Key audit matter
How our audit addressed the key audit matter
Valuation of non current assets – Poultry CGU
(Refer to note 14)
In accordance with Australian Accounting Standards,
the Group assessed if there were indicators of
impairment within their CGUs, identifying an indicator in
the Poultry CGU.
The Group assessed the carrying value of the Poultry
CGU assets based on a value in use methodology
using forecast future cash flow discounted to present
value. The impairment assessment resulted in an
impairment of $6.0m.
The impairment assessment involved key assumptions
including revenue growth rate, gross margin, long-term
growth rate and pre-tax discount rate.
We considered the carrying value of the Poultry CGU
to be a key audit matter because of the financial
significance of the impairment and the significant
judgements and assumptions applied by the Group in
estimating forecast future cash flows.
We performed the following procedures, amongst
others:
-
Assessed whether the Group’s determination
of CGUs was consistent with our
understanding of the nature of the Group’s
operations and internal Group reporting.
-
Assessed whether the Poultry CGU
appropriately included all directly attributable
assets and liabilities.
-
Assessed whether the valuation methodology,
which utilised a discounted cash flow model
(‘the model’) to estimate the recoverable
amount of the Poultry CGU, was consistent
with Australian Accounting Standards.
-
Tested the mathematical accuracy of key data
in the model and compared key data to the
latest budget, third party information or
historical actual costs.
-
Assessed whether the key assumptions used
in the model, including revenue growth rate
and gross margin, were appropriate with
reference to external market data, where
available.
-
With the assistance of PwC valuation experts,
assessed whether the pre-tax discount rate
and long-term growth rate used in the model
was appropriate by comparing it to market
data, comparable companies and industry
research.
-
Evaluated the reasonableness of the
disclosures made in note 14 considering the
requirements of Australian Accounting
Standards.
TAS FO O D S A N N UA L R E P O RT 2 0 24
9 9
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 31 December 2024, but does not include
the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon through our opinion on the financial report. We
have issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report in accordance
with Australian Accounting Standards and the Corporations Act 2001, including giving a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at: https://auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This
description forms part of our auditor's report.
TAS FO O D S A N N UA L R E P O RT 2 0 24
1 0 0
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 31
December 2024.
In our opinion, the remuneration report of TasFoods Limited for the year ended 31 December 2024
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Brad Peake
Melbourne
Partner
28 February 2025
TAS FO O D S A N N UA L R E P O RT 2 0 24
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TAS FO O D S A N N UA L R E P O RT 2 0 24
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SHAREHOLDER INFORMATION
Rank
Name
Units
Percentage %
1
MUTUAL TRUST PTY LTD
Includes entities associated with JANET CAMERON
97,295,851
22.26
2
MELBOURNE SECURITIES CORPORATION LIMITED
74,354,939
17.01
3
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
65,506,894
14.99
4
CVC LIMITED
43,739,695
10.01
5
RESEARCH CORPORATION PTY LTD
25,739,934
5.89
6
HELBERN INVESTMENTS PTY LTD
10,400,000
2.38
7
MR JIMMY THOMAS & MS IVY RUTH PONNIAH
8,382,684
1.92
8
BARANA PTY LTD
3,945,343
0.90
9
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
3,208,931
0.73
10
SHANE ALEXANDER NOBLE
2,968,055
0.68
The shareholder information set out below was applicable as at 24 February 2025.
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of equity security holders by size of holding:
HOLDING DISTRIBUTION
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):
As at 24 February 2025
Range
Securities
%
No of Holders
%
100,001 and over
415,384,354
95.03
221
15.37
10,001 to 100,000
19,260,762
4.41
489
34.01
5,001 to 10,000
1,333,962
0.31
172
11.96
1,001 to 5,000
1,046,745
0.24
333
23.16
1 to 1,000
69,693
0.02
223
15.51
Total
437,095,516
100.00
1,438
100.00
Unmarketable Parcels
11,263,153
2.58
1,079
75.03
TAS FO O D S A N N UA L R E P O RT 2 0 24
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SHAREHOLDER INFORMATION
B. EQUITY SECURITY HOLDERS, CONT.
Rank
Name
Units
Percentage %
11
MR JIMMY THOMAS & MS IVY RUTH PONNIAH
2,948,127
0.67
12
QUALITY LIFE PTY LTD
2,541,070
0.58
13
MR DARIUS ISAAC
2,395,991
0.55
14
ELPHINSTONE HOLDINGS PTY LTD
2,000,000
0.46
15
TRAVELBUG SUPERANNUATION PTY LTD
1,714,575
0.39
16
BOB WILSON
1,600,000
0.37
17
THE GARDEN KEEPERS COMPANY PTY LTD
1,587,305
0.36
18
MR BENJAMIN SCOTT SWAIN & MRS ANN YEO RUM SWAIN
1,578,571
0.36
19
A C N 136 965 538 PTY LTD
1,575,776
0.36
20
PIARRI PTY LTD
1,350,000
0.31
Totals: Top 20 holders of TFL ORDINARY FULLY PAID
354,833,741
81.18
Total Remaining Holders Balance
82,261,775
18.82
Total Holders Balance
437,095,516
100.00
As at 24 February 2025, the 20 largest shareholders held ordinary shares representing 81.18% of the issued share capital.
SUBSTANTIAL SHAREHOLDERS
Substantial holders in the Company are set out below:
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.
Name
Number Of Shares Held
%
Janet H Cameron
97,295,851
22.26
Melbourne Securities Corporation Limited
74,354,939
17.01
JP Morgan Nominees Australia Pty Limited
65,506,894
14.99
CVC Limited
43,739,695
10.01
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