Annual Report
2023
Noumi has made significant progress
Acknowledgment of Country
in implementing its Reset, Transform
Noumi acknowledges the traditional custodians of Country throughout
Australia and recognises their continuing connection to lands, waters
and Grow strategy to deliver significant
and communities. We pay our respect to Aboriginal and Torres Strait
Islander cultures, and to their ancestors and their descendants, who
improvements during FY23 continue cultural and spiritual connections to Country. We extend that
respect to First Nations peoples in all territories in which we operate.
HIGHLIGHTS
Contents
$30.4m ($0.5m) $37.4m
Adj Op Dairy & Nutritionals Plant-based Milks
4 Message from the Chair
EBITDA1, 2, 3 Adj Op EBITDA Adj Op EBITDA
$23.1m $20.1m $4m 6 Message from the CEO
10 Message from the Chair
of People & Culture
$551.6m $389.2m $162.4m
12 About Noumi
Net Dairy & Nutritionals Plant-based Milks
Revenue Revenue Revenue
16 Sustainability
$29.3m $30.9m $1.6m
26 Our Brands
28 Our Operations
($46.9m)
30 Our Farmers
Statutory net loss after tax
$114.2m 32 Plant-based Milks
36 Dairy & Nutritionals
1 Adjusted for non-trading and non-recurring items (including restructuring costs and other litigation costs,
the US litigation settlement and unrealised foreign exchange loss), pre AASB 16
2 Group adjusted operating EBITDA includes Unallocated Shared Services costs of $6.6m 40 Company Leadership
3 All financials reflect continuing operations, excluding Specialty Seafood business divested in November 2021
44 Financial Report
46 Directors’ Report
76 Financial Statements
138 Shareholder Information
143 Corporate Directory
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Message from Message from Message from About Sustainability Our Our Our Plant-based Dairy & Company Financial Directors’ Financial Shareholder Corporate
the Chair the CEO Chair of People Noumi Brands Operations Farmers Milks Nutritionals Leadership Report Report Statements Information Directory
& Culture
Message from the Chair
Dear Stakeholders,
It’s my pleasure to present the 2023 Noumi Annual Plan, which are appropriately aligned to the interests of Looking ahead
Report and to highlight the progress we have made in all stakeholders. You can read more about the Healthier
As we enter FY24, the Board and management remain resolutely
the past year in the transformation of your Company. Tomorrow Plan on page 16-25.
focused on improving our performance in respect of factors within
Two years ago, we laid out our three-phase Reset, As previously communicated, the Company continues the Company’s control: continued operational improvement and
Transform and Grow strategy to rebuild the Company to manage legacy issues in the interests of securing a the pursuit of profitable and sustainable growth. All of this work
and set it back on the path to long-term profitable balanced outcome for all stakeholders. In the past year, is building a more resilient company, better able to face short-
and sustainable growth. While there is still work to be we completed the sale of Noumi’s interest in Australian term challenges, including the uncertain outlook for consumer
done, as we enter FY24 we have moved through the Fresh Milk Holdings to help fund the US litigation spending and the Australian dairy industry’s lack of international
operational Reset and are firmly in the Grow phase for settlement, and separately we settled the Sunday competitiveness. We believe that if current structural
our Plant-based Milks business. We are also embedding Collab dispute. imbalances are not addressed there is the potential for
the improvements we’re making to the Dairy and further rationalisation of the dairy processing industry
In February 2023, the Australian Securities and
Nutritionals business during the Transform phase. – a scenario that the Board and management are
Investments Commission commenced Federal Court
closely monitoring.
Our Plant-based Milks business continues to grow, proceedings against Noumi and two former executives
with a strong sales performance in FY23 and a record in relation to alleged historic breaches of continuous In the longer term, we believe Noumi is well positioned for
adjusted operating EBITDA, up 12.0% to $37.4 million. disclosure obligations and associated matters when the major trends shaping our industry, in particular the
Milklab continues to be in high demand from baristas Noumi was trading as Freedom Foods Group Limited. continued growth in demand for high-quality, healthy
and consumers both here and overseas, with Plant- Australian food and beverage products, both domestically
In its defence filed in August, Noumi admitted, on a
based sales of the flagship brand rising 10.3%. and overseas. We believe our portfolio of brands – Milklab,
qualified basis, alleged breaches of its continuous
Crankt, PurenFerrin, Vital Strength and Australia’s Own –
In the Dairy and Nutritionals business, we have disclosure obligations in connection with Freedom Foods’
are well positioned and on-trend in this environment, and
maintained our focus on turning around the FY19 and H1 FY20 financial reports. The admissions
Noumi’s status as an important player in the Australian
performance. We have overcome a range of significant are based on information that was known, or should
food production sector in a world increasingly anxious
external challenges – including unprecedented have been known, by the former executives. While the
about food security is yet to be fully recognised.
farmgate milk price increases (+ 26% vs LY, across case continues, it is not practicable to quantify any civil
Victoria), the after-effects of COVID-19 on the supply penalties or costs that may be imposed on the Company. While we cannot control external factors, with the
chain and input costs, severe flooding around our improvements and strengthening resilience we have
The Company continues to defend a separate
Victorian operations in October 2022 and volatile made in the past year, we believe Noumi is better
shareholder class action, which also relates to its
demand in export markets. Against this challenging placed to navigate external challenges and take
history as Freedom Foods.
backdrop, Dairy and Nutritionals delivered an admirable advantage of the opportunities ahead.
positive adjusted operating EBITDA in H2 FY23, achieved Board and Management
Thank you
by a forensic focus on operational improvements,
recovery of higher farmgate milk prices and discipline in Throughout FY23, the Board and executive team who
On behalf of the Board, I would like to extend our sincere thanks
pursuing only profitable growth. were brought together to conceive and drive the
to everyone who has supported us through the past year, starting
transformation strategy at Noumi have remained
Pleasingly, Noumi has begun to deliver more consistent unchanged, providing continuity and a shared purpose with the 530 talented people across our facilities in Australia
sales, margin and earnings improvement. Net revenue to delivering improved performance on behalf of and overseas. Your commitment, including through disruptions
in FY23 is up 5.6% to $551.6 million, adjusted operating all stakeholders. caused by COVID, flooding and relocations, are key reasons for
EBITDA margin is up 4.1 percentage points and adjusted our achievements to date and our confidence in the future.
operating EBITDA rose four-fold to $30.4 million. In November last year, the Board was delighted to
Thank you to all our customers and suppliers, particularly our
Our goal is to build on these solid foundations and extend Michael Perich’s term as Chief Executive Officer
community of farmers. Finally, thank you to all our stakeholders
continuously focus on delivering high quality products through to December 2024. Michael has been integral to
– our shareholders, lenders and convertible note-holders – for
to our customers and consumers. the execution of the transformation strategy, which has
your ongoing support as we continue to rebuild your Company.
been delivered against the backdrop of the COVID-19
Environmental, Social and Governance pandemic and the challenging macroeconomic climate. We’re proud of our achievements in the past year, and we remain
focused on fulfilling our promise of building a leading Australian
In FY22, the Company launched its Healthier Tomorrow Across Noumi, Michael and the executive team have
FMCG company that delivers long-term sustainable returns for
Plan – a strategic Environmental, Social and Governance instilled a strong culture of integrity, accountability,
all stakeholders.
(ESG) framework for the business to 2025 and beyond. and the pursuit of excellence. The Board believes that
The plan encompasses three pillars – a Healthier Planet, extending Michael’s term will provide the Company
a Healthier Workplace and Healthier Lifestyles. We will with the leadership stability necessary to complete
measure our performance as a business against the the transformation program and deliver long-term
clear targets and milestones in the Healthier Tomorrow profitable and sustainable growth.
Genevieve Gregor | Chair
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& Culture
Message from the CEO
FY23 Highlights
The past year was one of
meaningful progress for
Noumi as we continued Group revenue up 5.6% to $551.6 million, led by The continued focus on growing our own dairy
strong sales of Plant-based Milks, particularly brands in export markets, including the launch
the Milklab brand. of Australia’s Own Mighty Milk range.
to pursue our Reset,
Transform and Grow
Group adjusted operating EBITDA up Our Consumer Nutritionals portfolio delivering
strategy against the four-fold to $30.4 million, reflecting improved 10.8% revenue growth through investment in
performances across the Company. brands such as Vital Strength and new product
backdrop of sometimes development.
intense headwinds.
Adjusted operating EBITDA margin up The consolidation of Noumi’s NSW operations
4.1 percentage points, with operational at our Ingleburn facility, delivering immediate
In spite of the external challenges – some old, improvements, a focus on higher-margin sales savings and fostering an even greater culture
some new – we have remained focused on the and cost discipline more than offsetting the of collaboration and creativity.
execution of our plan and can point to genuine challenges of input cost inflation, farmgate milk
achievements on the journey to long-term price increases and weak consumer demand in
profitable and sustainable growth. overseas markets.
On top of the continued growth of our
Plant-based Milks business, which delivered
another record earnings performance, we’re very
Another strong year for the Plant-based Milks Cash at bank and undrawn facilities up slightly
pleased with the significant turnaround of Dairy
business with record adjusted operating EBITDA to $36.6 million provide sufficient liquidity
and Nutritionals. This time last year, I expressed
of $37.4 million up 12.0% and adjusted operating for day-to-day operations based on current
our deep disappointment with the performance of
EBITDA margin expansion of 2.7 percentage market conditions and expectations.
the Dairy and Nutritionals division; today, despite
points to 23.1%.
the challenges in the Australian dairy industry, it
has achieved a significant turnaround, delivering
positive adjusted operating EBITDA in the second
half of FY23. We can see a pathway to the long-term A transformational turnaround in Dairy and A net profit after tax loss of $46.9 million,
sustainability of this business. Nutritionals from a $20.6 million adjusted which includes a combined $47.7 million of
operating EBITDA loss in FY22 to near non-cash plant and equipment impairment
breakeven for FY23, including $3.8 million and non-cash adjustments to the fair value
positive adjusted operating EBITDA in H2 FY23. of convertible notes.
Our flagship Milklab brand
trade mark grew strongly
+11.1% to $124.1 million
Net Revenue.
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Message from the CEO
Plant-based Milks Our people
Our people live
The FY23 results demonstrate that the investments we The turnaround in Dairy and Nutritionals has been The achievements of the past 12 months would not have been
have made in our Plant-based Milks business in the driven by a relentless focus on revenue management possible without the hard work and dedication of our people.
past two years – in product innovation, marketing and by exiting low-margin sales, growing own brands In return, we are absolutely committed to helping our team our values every
our direct sales teams – are delivering. The business including Australia’s Own and Milklab, and working members grow through tools and support that empower their
achieved another record result. While overall Plant- hard with our domestic customers to deliver great own development. Attracting, developing and retaining the
based Milks revenue was down 1.0% to $162.4 million due service and product quality. We have also benefitted best people is integral to the success of the business. day on our journey
to discontinued products, our flagship Milklab brand from the improved operational performance of our
We continuously strive to improve employee engagement
grew strongly. A further improvement in margins, driven facilities, particularly around efficiencies, quality and
in part by the substitution of lower-margin sales with reduced wastage at our Shepparton plant in Victoria. across all sites, with Noumi again this year engaging with to be a leading
the entire business to better understand our diverse team.
higher-margin sales of the Milklab range, was reflected The Australian farmgate milk price is now significantly
A four percentage point increase in engagement in the
in a 12.0% increase in adjusted operating EBITDA to out of line with international pricing – particularly when
past year demonstrates what can be achieved. I am company in
$37.4 million. compared with our nation’s biggest export competitor,
proud of the team that I have around me to drive the
New Zealand. For this reason, and in the face of slowing
Milklab Plant-based milks continued its growth changes we require, with our core values and the
consumer demand in China, it has been difficult to pass
trajectory, with domestic sales up 10.9% and Healthier Workplace commitments guiding the positive nutrition.
through higher prices in export markets. Asia export
international sales rising 4.1% as the Company actions we need to take together to be successful.
sales dropped 20.2% in FY23 as we took the decision to
sharpened its focus on priority markets across South
focus on products and markets with better margins. Looking ahead
East Asia. Overall plant-based export sales were flat
after allowing for discontinued products and reflecting Demand for lactoferrin remained healthy despite
It is now clear that our Reset, Transform and Grow
weaker demand in China. production disruptions caused by the ongoing effects of
transformation program is making Noumi a more
the Victorian floods in 2022 and temporary shortages of
Milklab Oat delivered outstanding sales growth of 89% efficient, productive and resilient business – one that
the high-quality resin required for the extraction process.
as this category continued to grow among health- is better able to navigate unforeseen disruptions.
Noumi continues to support a number of research
conscious and environmentally aware consumers. Sales
projects examining the health benefits of lactoferrin, The coming year will see a continued focus on
growth accelerated in H2 FY23 with a delicious recipe
including in treating coronaviruses and rhinoviruses. responding to external challenges, driving distribution
delivered by our dedicated research and development
of the Plant-based Milks business, domestically and
team. Driving penetration of Milklab Oat will be a major The Consumer Nutritionals segment delivered a
internationally, and building on the turnaround in Dairy
focus for the coming year, including in South East Asia significant improvement after a challenging FY22 caused
and Nutritionals. For the first time in several years, the
where demand for plant-based milks continues to grow. in part by the shutdown of gyms during COVID-19. We
Dairy and Nutritionals business is poised to stand on its
saw a significant improvement in H2 FY23 compared to
Dairy and Nutritionals own feet, freeing up capital to invest in future growth
H1 FY23. We had a number of successful new product
across the Company.
launches and invested in the Vital Strength and Crankt
We’re proud of the turnaround in Dairy and Nutritionals
brands. We have further improved our operational I would like to join with Genevieve and the Board in
in the past 12 months from a $20.6 million adjusted
efficiencies with the closure of the Marrickville site extending my thanks to everyone who has supported us
operating EBITDA loss in FY22 to positive adjusted
operations in NSW and the integration of the Consumer on our transformation journey. We know there is more to
operating EBITDA of $3.8 million in H2 FY23. What
Nutritionals business into our Ingleburn site. do, but with a clear strategy and a committed and engaged
is particularly pleasing is that the turnaround was
team, the achievements of the past year give us confidence
achieved in extremely challenging market conditions,
that we are heading in the right direction.
with an unprecedented 26% rise in farmgate milk prices
dramatically increasing our single biggest input cost –
Milklab Oat delivered
milk. The ongoing dislocation of the Australian farmgate
milk price from global prices is further reducing the
outstanding sales growth
competitiveness of the Australian dairy industry in
export markets. Coupled with a shrinking milk pool, this
of 89% in FY23.
creates a challenging environment for a sector that
would benefit from rationalisation.
Michael Perich | CEO
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& Culture
Message from the Chair of People & Culture Committee
Dear Stakeholders,
On behalf of the Board of Noumi Limited, I am pleased to Our Noumi Belonging philosophy is inspired by our objective
report on the substantial progress the Company continues of supporting diversity and inclusion. In FY24, our Belonging
to make towards the transformation of our culture and initiatives will continue to be supported through extension
our focus on aligning people and performance. of our unconscious bias training, along with support for
inclusion celebrations, such as Pride Month, International
Focus on Culture and Values
Women’s Day, International Men’s Day, and more. Our
team members endorse our diversity and inclusion
Our Noumi values remain an important guide to respect
approach through our diversity positive perception score
and integrity in the workplace and inform the behavioural
of 77% in our FY23 engagement survey (an uplift from
standards for our team members. Our values are
71% in FY22), which we aim to increase again in FY24.
embedded through our performance and development
framework Achieve and Grow and via our Values Noumi Executive Key Management
Immersion workshops for our production frontline team
Personnel (KMP) Remuneration Framework
members which were run extensively in FY23.
The remuneration framework, including business
We are pleased to advise that our FY23 employee
performance metrics / key performance indicators
engagement survey reported a four-percentage point
via our Balanced Scorecard and Executive Incentive
improvement in team member engagement. While
Framework introduced in FY21, remains suitable to
acknowledging there is room for improvement, we believe
drive results and value for our investors. Previously the
we will achieve this by remaining focused on listening
Board has indicated its intent to consider the merits of
to our people and improving engagement through our
a potential equity instrument for Long Term Incentive
action plan that we are aligning across the Group.
Plan payments and this will be implemented in FY24 to
The safety, health and wellbeing of our people remains support retention of our key leaders and further align
our number one priority. The Noumi Board and Executive with stakeholder value creation.
Leadership Team have supported wellbeing initiatives
The Board acknowledges the substantial progress
throughout FY23 – including support for RUOK?,
that has been made across the Company, noting also
sponsorship of our Employee Assistance Program and
that the Board and Leadership team will continue their
sponsoring initiatives that contribute to community
commitment to value creation and growth.
wellbeing, such as Australia’s Biggest Morning Tea and
STEPtember. The Noumi Remuneration Report provides an overview
of the KMP of Noumi and payments made to this cohort,
Acknowledging the merit that comes from our leaders
as well as an overview of the executive remuneration
having greater skills in building engagement across
framework and business performance metrics / key
our teams, in FY23 Noumi invested in leadership
performance indicators.
development and will continue this investment into
FY24. For FY23, the investment in Frontline Leadership I invite you to read the Remuneration Report and look
Development (FLD) gave our production team leaders forward to your feedback.
in Shepparton, Ingleburn and our field sales team the
benefit of participating in our FLD programs. In FY24, we The Board extends our thanks to all our team members
will expand our FLD modules and start our senior leader who bring their positive energy, dedication, and loyalty to
competency and coaching workshops, which link to our reinforce our high-performance, high-integrity culture.
performance and development framework.
Jane McKellar | Independent Non-executive Director
Chair, People & Culture Committee
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About Noumi
Noumi – born from ‘nourish me’ – is about a healthier approach Our Purpose
We are an Australian company driven by our Noumi brings together world-class research &
to business, to the planet, and to our customers’ lives.
purpose of Imagining a Healthier Tomorrow. development, operations, and commercial teams
to deliver Noumi-branded products as well as co-
From its beginnings in 1984 as a small business
Together – Imagining a Healthier Tomorrow. manufactured products to consumers in Australia
specialising in plant-based milks, Noumi has grown
and around the world.
to become a global Australian-based company
producing a diverse range of dairy and plant-based State-of-the-art facilities across New South Wales and
milks, as well as cutting-edge nutritional protein Victoria bring unique capabilities that add value to
ingredients and sports supplements. the highest quality ingredients that Australian primary
producers have to offer. Our long-term partnerships
with our Noumi farmers and suppliers enable us to
secure, supply and ensure quality Australian ingredients
for quality products, bringing healthier choices from
Australian farms to consumers’ plates.
150+
7 Focus Brands
Milklab, Australia’s Own,
products sold into
Vital Strength, Crankt,
24 Countries
Uprotein, So Natural,
Noumi Nutritionals (B2B)
Around the world, consumers
are demanding healthier
530
food options. Noumi now has
2 manufacturing offices in Sydney, Singapore
and Shanghai and exports its
sites in Australia
talented team members
products to 24 countries –
around the globe spanning across Asia Pacific
and the Middle East.
3
Leaders in Offices in countries
Long-life Dairy, Plant-based Milks, (Australia, Singapore and China)
Sports Nutrition and Lactoferrin
12 13
Growth Strategy
Complete the Dairy
Accelerate Plant-based Deliver world class Embed High Future Growth
and Nutritionals
Milks growth supply chain Performance Culture Platforms
turn-around
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Message from Message from Message from About Sustainability Our Our Our Plant-based Dairy & Company Financial Directors’ Financial Shareholder Corporate
the Chair the CEO Chair of People Noumi Brands Operations Farmers Milks Nutritionals Leadership Report Report Statements Information Directory
& Culture
Healthier Planet, Healthier Lifestyles,
Delivering a Healthier Tomorrow
Healthier Workplace
Clinical validation of
Build Dairy into a profitable Invest to strengthen and Embed IWS (Integrated Promote safety and quality
Noumi’s PUREnFERRIN®
& growing business grow Milklab brand Work System) in all we do
Lactoferrin
Expand Lactoferrin customer Invest to accelerate Global Deliver sustainability Embed Noumi Culture Develop precision
base and usage applications markets expansion commitments and Values fermentation capabilities
Deliver innovation Unlock Plant-based Milks
Scale-up Consumer Mitigate inflation through Invest in leadership
pipeline to meet evolving growth through channel, range
Nutritionals business value creation development
consumer needs and geographic expansion
+ + +
Technology roadmap Governance People processes Financial Discipline
Message from Message from Message from About Sustainability Our Our Our Plant-based Dairy & Company Financial Directors’ Financial Shareholder Corporate
the Chair the CEO Chair of People Noumi Brands Operations Farmers Milks Nutritionals Leadership Report Report Statements Information Directory
& Culture
ESG Strategy h i er lif
t e
a l s
t
e
y
H l
e
We aim to create s
products to improve
Noumi’s ESG strategy, the Healthier Tomorrow Plan, The ESG strategy has been successfully integrated
consumers’ and communities’
was introduced in FY22 following extensive consultation into our business as our teams work closely with
with stakeholders, and we are pleased to report on its our supply partners and customers to achieve nutritional and social outcomes.
Focus areas
continued progress in FY23. these shared outcomes.
The plan aims to deliver sustainable future growth As we make progress in these focus areas
Consumer health, nutrition
across all aspects of our operations, for our planet, our targets will continue to evolve.
and education
our people and our products.
• We develop quality products that
meet the nutritional, cultural and
taste needs of our customers, across
all life stages.
Community engagement and impact
t h ier pl • We support positive nutrition
a l a outcomes among targeted
e n
H e community groups.
t
We aim to continuously h i e r w o r
t k
improve our environmental al p
l
footprint for future generations. e a
Focus areas H c
Our people
e
live our values and
Waste and Packaging
are supported through
• Our strategic mission is to minimise the
waste we generate, maximise recyclable positive work experiences.
materials and encourage recycling. Focus areas
Energy and Climate
Diversity and inclusion
• Our goal is to reduce our carbon footprint
through investing in renewable energy and • We celebrate diversity and our business
supporting our growers to tackle objective to reflect the diversity of the
their emissions. communities in which we operate.
Sustainable water use Employee development and wellbeing
• We strive to conserve water across our • We enable our people to thrive at work
business, supporting our suppliers to through engaging work experiences.
achieve water efficiency.
Sustainable agriculture
• We partner with our growers to protect
the lands that we source from and the
animals in our supply chain.
Foundations of success
Safety, health & wellbeing | Ethical business & governance | Financial sustainability across value chain
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Healthier Planet Healthier Planet
Noumi has made steady progress on its “Healthier We are collaborating with service providers to
planet” aims and has completed several of the investigate potential solutions to reduce Scope 1
packaging goals ahead of the 2025 target. We are emissions, particularly in the space of biogas as an 90% of dairy farmers Collaborating with the Victorian Department of Energy,
actively engaging with suppliers and service providers alternative to natural gas for steam generation. The partnering on carbon Environment and Climate Action to support farmers in
to find alternative solutions on waste and sustainable 4MW solar system and battery installation at our Energy reduction initiatives by 2030 understanding and improving their carbon footprint.
energy. These potential solutions include the separation Shepparton facility has reduced Scope 2 emissions & Climate
of our organic wastes for use in fertiliser production by 3900 tonnes COe. We are working towards
2 Emissions reduction target Further to the solar array installation at Shepparton, targeting
and/or biogas generation, the recycling of hard waste a sustainable energy solution for the electricity
~ 50% in Scope 1 & 2 100% renewable electricity at Shepparton by the end of 2025.
to process packaging materials and the introduction of requirements at our manufacturing
emissions by 2030
new recycling streams within our manufacturing facilities. facilities and will have this in place
by our target date of 2025.
Our farmers are key stakeholders in understanding and 100% renewable We are actively pursuing options to move to 100% renewable
defining our Scope 3 emissions. We are working with electricity by 2030 electricity for the Shepparton and Ingleburn sites.
farmers and the Department of Energy, Environment
and Climate Action in Victoria to develop Greenhouse
Gas (GHG) footprints and action plans for GHG
emissions reductions.
Compliance to the The Australian Dairy Sustainability Framework has been
Australian Dairy developed by Dairy Australia to ensure long term viability
Sustainable Sustainability Framework of the Dairy industry. FY24 will be focused on understanding
Agriculture where our farmers are positioned within the Framework, and
how we can collaborate with them on this initiative.
Our Goals Results
Compliance to the The Australian Agricultural Sustainability Framework has
Australian Agricultural been developed by the National Farmers Federation. This
100% of Noumi packaging is Milklab and Australia’s Own packaging is compliant. Sustainability Framework framework is similar to the Australian Dairy Sustainability
Australian Packaging Covenant Alternative packaging options are under review for Framework; however, it is agriculture sector wide rather than
Waste & Organisation (APCO) compliant Crankt and Vital Strength. Dairy sector specific. Our goal for FY24 is to benchmark
Packaging (reusable, recyclable or compliance with the framework and collaborate with our
compostable) by 2025 farmers on this initiative.
100% farmer compliance of the Our farmers are compliant with the Noumi Food
100% of Noumi artwork to Milklab, Australia’s Own and Crankt artwork contains
Noumi Food Safety Program Safety Program.
contain clear consumer recycling ARL recycling instructions. A total of 148 products
instructions by 2025 have been updated out of 314 products.
Vital Strength is on target for ARL labelling
by the end of the 2024 calendar year.
25% reduction in Noumi’s With the introduction of the IWS Operational Excellence
water consumption per program across all sites, there will be expected savings in
50% of our packaging from All aseptic cartons and corrugated shippers Sustainable tonne of production within water and chemical use through the optimisation of our
sustainable sources and/or are FSC certified paper and cardboard. Water Use operations by 2030 manufacturing processes.
recycled content by 2025
Of our 314 product variants, 148 are recyclable or As we work towards the 2030 milestone, additional engineering
compostable at end-of-life. solutions are being assessed.
Crankt and Vital Strength packaging options are
50% of discharge water from We are currently investigating the available technologies and
currently being investigated.
operations recycled by 2040 feasibility of recycling water at our manufacturing sites.
Zero waste to landfill from our Collaborating with our service providers to 90% of farmers and growers As we partner with our farmers on understanding their
operations by 2030 implement improved recycling waste streams implementing water efficiency environmental footprint, we will also work with them on water
from our operational facilities. measures on-site by 2030 efficiency activities.
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Healthier Workplace Healthier Workplace
Our Values
Our people are the foundation of our ongoing business We continue to embed our Noumi Purpose and Values Noumi’s core values continue to be an integral part based operation. Team members across the business
success, and we want our people to thrive at work, to our people, with a firm focus on engagement and of the Company’s aim to have a positive impact on participated in targeted workshops to reinforce the
enjoying meaningful experiences at Noumi. To achieve career progression. Talent retention and acquisition is a those with whom we interact, with Integrity, Respect, importance of upholding these values in all aspects of
this, we will continue to invest in employee engagement priority, emphasising diversity, inclusion and belonging. Creativity, Excellence, Collaboration and Accountability the workplace. These programs continued into FY23.
and development programs and wellbeing initiatives. Our the foundation for all we do.
The values also form an important part of the
ambition is for our business to reflect the communities
Leaders and team members continue to embrace these Noumi Performance and Development Framework:
in which we operate, so diversity and inclusion are
values as part of transforming the Company to sustain Achieve & Grow.
fundamental to how we innovate and respond
a high-performance, high-integrity culture.
to the needs of our customers. Noumi has also introduced Team Charter Workshops
In FY22, Noumi launched a training program to engage for its senior leadership teams, which are designed
team members in the importance of pursuing a values- to engage leaders in discussions to build team
commitments to how the Noumi Values will be role-
modelled across Noumi.
Our Goals
We enable our people through engaging work experiences, empowering people to thrive at work.
NOU2611 Noumi Internal_Values A1 Landscape_FA.pdf 1 3/3/2023 11:20 am
Employee
We are on track to achieve 100% employee participation in our employee performance and
Development
development framework – Achieve & Grow – for in-scope employees who will be empowered
& Wellbeing
with their own development plan by the end of 2024.
Achieved an 11-percentage point improvement in the Leadership Index across the total Company.
A 4-percentage point improvement in employee engagement score was achieved in FY23.
A further 4-percentage point improvement is our goal for FY24.
The Company continues to invest in wellbeing initiatives via such programs as its Employee
Assistance Program, RUOK Day and leader training. In addition, the Company generates
wellbeing-focused materials for employees via regular newsletters and information available
via the intranet, toolbox talks and noticeboards at site.
Noumi is on track to have 75% of in-scope employees complete at least one development
initiative via its Achieve & Grow initiative by 2024.
We celebrate diversity and our business objective is to reflect the diversity of the
communities in which we operate.
Diversity
& Inclusion The company continues to strive to achieve its 40:40:20 gender representation objective and
Noumi aims to evolve its diversity metric with the objective of covering diversity beyond gender.
Noumi achieved the FY23 objective to have all sites participate in four diversity events
per annum. This objective will continue in FY24.
Unconscious bias training for leaders was introduced in 2023. Additional programs will
continue into 2024.
Work is yet to commence on an apprenticeship program in regional areas for Aboriginal
and Torres Strait Islander demographics by 2025. This remains an important initiative.
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Healthier Workplace
Supporting our leaders to support Our team – workforce composition
their team members at end of June 2023
Noumi has continued to implement its framework for Our collaborative team is driven by our purpose of
frontline leadership development. The design aligns with Imagining a Healthier Tomorrow.
and supports our Noumi values and enables leaders
At the end of June 2023, Noumi employed more than
to coach and mentor their team members to support
530 people (including casuals), with 93% of our team
success in their roles.
employed in permanent full-time roles.
In FY23, Noumi trained Frontline Team Leaders and
The commitment to internal career development
Frontline Team members in a key framework to embed
was reinforced in FY23 with 29% of vacancies being
feedback into everyday operations. This framework has
filled through internal promotions or movements,
a key focus on building company culture through our
reinforcing Noumi’s commitment to the career
values and reinforcement of workplace safety.
development of our people.
In FY23, Noumi commenced implementation of
At the end of FY23, women comprised 26% of
workplace inclusion workshops to help people leaders
senior managerial roles and 29% of the overall
recognise and work through any possible unconscious
workforce. The business will increase its
bias in their decision making and in their day-to-day
investment in building initiatives that
work. These workshops will continue into FY24.
support the achievement of this
In FY24, Noumi will focus on training its senior leaders gender representation.
to further build their coaching competencies and will
expand the Frontline Leadership Development Program
with additional modules.
At the end of June 2023, 93%
of our team are employed in
permanent full-time roles
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Healthier Lifestyles Healthier Lifestyles
Our nutrition science partnerships
Providing people with healthy nourishment is core to communities in which we operate. We want to deliver Noumi has partnered with leading Australian universities
our business, and our commitment to healthier lifestyles the best-tailored nutrition to our consumers and to and CSIRO to scientifically develop the next generation of
extends not only to our end-consumers but also to the employ our people, business and brands to help our plant and dairy milk products and supplements.
communities live better, healthier lifestyles.
Our Goals Results
≥75% of Noumi branded products End of FY23, 70% of Noumi branded
Professor Nathan Bartlett Assoc. Prof. Victoria Haritos Professor Russell Keast
Consumer carry a nutrition and / or health products carry a health claim and 95% Viral Immunology and Department of Chemical and Consumer Analytical Safety Sensory
Health & claim by 2025 carry a nutrient content claim. Respiratory Disease Group Biological Engineering (CASS) Food Research Centre
Nutrition
Achieve a minimum 4-HSR on End of FY23, 82% of Noumi branded The University of Newcastle and Monash University Deakin University
≥75% of eligible, Noumi branded products meet a 4-HSR. Hunter Medical Research Institute
products by 2025
PUREnFERRIN respiratory Precision Fermentation Next-generation plant
Fortify all Noumi branded plant- End of FY23, 11 of 17 (65%) plant-based
based dairy alternative products beverages now fortified with calcium. All antiviral studies of Lactoferrin and dairy milk
to match the calcium content of Noumi branded plant milks on-track for
Preclinical investigations on the Precision fermentation uses yeast Noumi is collaborating on three
cow’s milk by 2025 calcium addition by the end of FY24.
respiratory antiviral effects of to produce dairy proteins like PhD research programs to enhance
PUREnFERRIN® applied to airways via lactoferrin, to sustainably produce plant-based milk alternatives
intranasal treatment (nasal spray). lactoferrin. Noumi is researching and Long-life dairy milk flavour
Current pilot data serves as proof the most productive yeast for profile. One program involves joint
of principle, demonstrating that the highest lactoferrin quality by research with CSIRO, and another
PUREnFERRIN® has the potential to precision fermentation with is part of an Australian Research
safeguard against respiratory virus Monash University. Council’s Industrial Transformation
infections, and provides support for Training Centre HyTECH project.
Establish Food Rescue Noumi is working with food charities further research.
Community
Partnerships by 2023 OzHarvest and Foodbank Australia to
Engagement
donate safe, quality excess food products
& Impact
to community groups in need.
Participate in The George Noumi is currently participating and collaborating
Institute for Global Health’s with The George Institute to evolve and better
Food Switch App by 2023 understand the environmental factors that
influence the Planetary Health Rating (PHR)
scores on its products and then improve Noumi
product PHR.
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Our Brands
Noumi has a portfolio of Noumi’s brands are sold across multiple
Launched in 1995, Australia’s Own brings the very
channels including Retail, Food Service,
strong brands that meet best of Australia’s natural goodness across a variety
e-commerce and B2B and are available of quality dairy beverages, certified organic plant milks
differing consumer needs in 24 countries including Australia, and premium barista plant milks. Australia’s Own is one
and occasions across New Zealand, South East Asia of the leading barista plant-based brands in Retail in
Australia and sells in more than 10 countries.
and China.
multiple markets.
Milklab is a remarkable
Australian success story.
Developed in colLABoration
with experienced baristas
and coffee professionals,
For more than 25 years, Uprotein offers customers Crankt offers protein-rich Noumi Nutritionals
Milklab complements the
Vital Strength has been premium bulk protein alternatives to sugary combine the latest science
flavour of espresso coffee
one of Australia’s leading powder and sports drinks and snacks. and technology with the
by delivering a delicious,
protein powders and supplements exclusively Nutritious, convenient and purest ingredients to
creamy taste that elevates the
sports nutrition brands, developed for the ready-to-go, these protein develop high-performing
coffee experience. Milklab is
providing outstanding Australian direct-to- products are perfect for lactoferrin, whey and
a leading plant-based milk
quality designed to deliver consumer market via anyone leading a busy casein protein ingredients
used by Australian cafés and
results. Vital Strength e-commerce. active lifestyle. High and products. Using
is available in cafés in more
includes a range of sports protein, low carb, packed Noumi’s state-of- the-
than 21 countries.
protein powders and with vitamins, minerals art filtration system,
specialised amino blends and natural energy. Noumi’s range of Native
specifically targeted to Proteins are ultra-filtered
individual fitness and and gently extracted to
lifestyle goals. maximise their biological
value and functional
property.
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Our Operations
Overview Shepparton Ingleburn
FY23 was the first uninterrupted year of the Integrated The Shepparton dairy milk and protein facility, located The Ingleburn site is a state-of-the-art facility specialising
Work System (IWS) Operational Excellence program at in the northern region of Victoria, uses Ultra Heat in developing and manufacturing Long-life plant-based
Noumi, and we are seeing significant results across the Treatment (UHT) technology to produce quality long- milks, including almond, oat, soy, macadamia and
key metrics of the sites. life products in aseptic packs for the domestic and coconut. The site offers a variety of pack formats
international markets. The site offers a range of pack from 200mL to 1L.
The IWS Operational Excellence program will establish
formats from 200mL to 1L. In the protein facility, the
a disciplined and consistent approach in our operations
site produces lactoferrin, whey and micellar casein. Noumi has added capability of
and is targeting measurable improvements in safety,
quality, service, yield and line efficiency. Across our The dairy farms that supply the site are located a 250mL resealable ‘DreamCap’
operations, safety incidents have reduced by 40%, nearby, giving close control over the quality of milk format providing the platform
while yield improved by greater than 35%. supplied. Our skilled staff are experienced in Long-
to drive our brands into new
life dairy milk production and our comprehensive
The program launched with two pilot lines at Shepparton formats and new occasions.
management systems ensure the quality of all our
in FY22 and has been extended to six lines and the
products. Investments throughout the year continued
processing area, as well as two lines at the Ingleburn site.
to strengthen the capability of the site to deliver top-
The sites have developed a three-year roadmap to fully In FY23, the Taren Point head office was relocated to
standard products. The site is well on its way to fulfilling
deploy the system to drive improvement. Ingleburn, producing a closer relationship between
our ambition of delivering the best products in the
all of Noumi’s functions and driving a significant
Overall, after six months of challenges caused primarily markets in which we operate. Investments included
improvement in the value of our collaboration.
by external factors including pallet shortages, transport continuous improvement of the quality management
shortages and the floods, the sites significantly turned system and improvements to processing and In April, we merged the Marrickville consumer
around service to customers in the second half, packaging lines. Tracking devices were also introduced nutritionals production into the Ingleburn facility,
achieving excellent results. for international freight to gain further insight to the consolidating the group to two operating sites:
environments that our products are subject to on the Shepparton and Ingleburn. The new consumer
way to various markets. nutritionals area at Ingleburn is purpose-built to
cater for the powder handling and packaging
A significant flood in the Shepparton region in FY23
of products such as whey proteins, creatine, pre-
had an impact on Noumi, many of our team members
workout blends as well as others, under brands
and supplier partners. Roads were cut, with Noumi
such as Vital Strength and UProtein.
employees’ houses either cut-off from work or in the
worst cases inundated by the flood waters. While the
site itself is well situated and was not directly impacted,
some of our farmers properties were inundated.
The Noumi team worked collaboratively with freight
providers and our dairy farmers to ensure that all
businesses kept operating and everyone remained safe.
On the back of a significant price increase of farmgate
milk at the start of FY23, the volume through the site
reduced by around 20% due to a decline in export
volume. Significant progress was made in reducing
costs to offset the impact of the volume decline.
Lactoferrin production increased by 8% from FY22,
however, was constrained by milk throughput due to
a decline in farmgate milk caused by the floods.
Despite the challenges caused by external factors,
the site continued to deliver strong year-on-year
performance improvement.
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Our Farmers Our Farmers
Dairy Farmer
The Munzel family —
Supplier
Water efficiency helps milk to flow
Spotlight
Randy and Tina Munzel are the fourth generation to farm
their 168-hectare irrigation property at the edge of the
Gunbower river redgum forest in Victoria, milking 400
cows and sending 3.2 million litres of high-quality milk
to Noumi’s Shepparton factory annually.
Sustainability and improving water efficiency are key
issues for the Munzels as climate change and competing
Our Plant-based Producers Our Dairy Farmers interests mean the supply of irrigation water is becoming
less reliable.
Noumi partners with leading Australian primary Noumi’s Shepparton dairy milk processing facility
producers to ensure our products are made with the processes about 250 million litres of milk a year and To improve irrigation efficiency, the Munzels installed
highest quality Australian ingredients. Our vision for a boasts a fully integrated supply chain with around 40 dripper tape at root-level in a 40ha pasture and then
healthier tomorrow starts today by selecting the very dairy farms. Our state-of-the-art facility offers unique sowed the block with lucerne. Previously, the block
best ingredients from farms which work sustainably capabilities, making Noumi one of the most advanced had been sown with rye grass and clover and
and with long-term consideration for the environment. dairy processors in Australia. watered using flood irrigation.
Our farmers are passionate about supplying milk of the The new process more efficiently irrigates
highest quality, and animal welfare is a key focus. To directly to the root zone of the plants, rather
achieve this, some of our farmers have embarked on a than applying water at the surface. Fertilisers
Oats range of innovative programs aimed at improving cow and pesticides can also be delivered through
comfort, cow health and welfare, and feeding efficiency. the tapes.
100% sourced from
Australian farmers The mature lucerne crop, harvested daily
in the spring and summer, has more than
Our dairy business is tripled the feed yield from the block per
megalitre of water used. The Munzels now
underpinned by our strong rely less on purchasing high protein hay
Macadamias to feed their cows, with the efficiencies
and trusted relationships freeing capital to invest in other growth
100% sourced from
parts of their business. The outcome
Australian farmers with our community of demonstrates both the commercial
and environmental benefits that
well-supported Australian innovation can produce.
Almonds dairy farmers.
88% sourced from
Australian farmers
Image above courtesy of Unigrain.
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Plant-based Milks
Total Milklab Plant
10.3%
Financial Performance
Revenue growth
($m) FY23 FY22 Change ($) Change (%)
Net Revenue 162.4 164.0 (1.6) (1.0) Milklab South
Adjusted Operating EBITDA4,5 37.4 33.4 4.0 12.0 East Asia 8.0%
Adjusted Operating EBITDA Margin (%)4,5 23.1 20.4 - 2.7ppt Revenue growth
Milklab Oat
89.0%
Plant-based Milks($m) Revenue growth
Net Revenue Adjusted Operating EBITDA
FY22 146.9 17.1 164.0 FY22 33.4
FY23 162.4 FY23 37.4 Australia’s Own
Barista Plant 16.6%
revenue growth
Discontinued low-margin products
Net revenue for the year reduced by 1.0% to $162.4 Adjusted Operating EBITDA rose 12.0% to $37.4 million,
million but revenue rose 10.5% excluding deliberately with Adjusted Operating EBITDA margin rising from
discontinued low-margin products, that were included 20.4% to 23.1%. Importantly, the resolution of US litigation
in FY22, but have now largely been replaced with in February 2022 has removed all restrictions on sales
higher-margin sales of the Company’s own brands. of Milklab and nut-based milk in Australia and overseas.
4 Adjusted for non-trading and non-recurring items (including restructuring costs and other litigation costs, the US litigation
settlement and unrealised foreign exchange loss), pre AASB 16
5 Segment results are post allocation of group shared services overhead except for realised FX and Board/ASX related costs
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Plant-based Milks
Noumi is one of Australia’s leading manufacturers and Noumi’s flagship brand, Milklab, continued strong
marketers of plant-based milks, including almond, oat, double-digit growth of 10.3% over FY22. An increased
soy and macadamia. marketing investment supported the launch of the new
Milklab campaign — ‘Made with. Made For. Baristas’ —
The Plant-based Milks segment has enjoyed strong
which reinforced Milklab’s specialty coffee positioning.
sustained growth, both in Australia and globally, driven
by key consumer trends of health, wellbeing and Milklab Oat continues to go from strength to strength
sustainability. Global plant-milk recorded a Compound with sales almost doubling in FY23 (+89%) supported
Annual Growth Rate (CAGR) of 16% across 2018-2022. by a strong integrated marketing program.
In Australia, plant-based milk consumption was Internationally, Milklab Plant continued to expand its
approximately 14% of dairy milk in 2022 (value sales). presence in key markets, with Milklab growth in South
Within the café channel, it is estimated that one in four East Asia of 8% over FY22.
milk-based coffees are made with a plant milk.
Milklab also enjoyed strong growth in the direct-to-
To contest the plant-based milk segment, Noumi has consumer e-commerce channel, with revenue up
a dual-brand strategy, with Milklab as a specialty ‘for 40% compared with the previous year.
coffee’ brand, and Australia’s Own brand focusing on
everyday usage occasions.
Under this strategy, Noumi has grown its branded
plant-based milks by 7.2% compared with FY22.
Milklab is increasingly the
plant-based milk of choice in
Australia’s burgeoning café
culture, with strong growth in
Australia and now across 20
international markets, with
YOY revenue growing by an
incremental $10m (up 10.3%).
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Dairy & Nutritionals
Financial Performance
($m) FY23 FY22 Change ($) Change (%)
Net Revenue 389.2 358.3 30.9 8.6
Domestic
+28.2%
Adjusted Operating EBITDA6,7 (0.5) (20.6) 20.1 97.7 Net Revenue
Adjusted Operating EBITDA Margin (%)6,7 (0.1) (5.8) - 5.7 ppt
Milklab Dairy
+16.0%
Dairy & Nutritionals ($m) Net Revenue
Net Revenue Adjusted Operating EBITDA
Nutritional
+26.2%
Ingredients
FY22 358.3 -20.6 FY22
Net Revenue
FY23 389.2 -0.5 FY23
Consumer
+10.8%
Nutritionals
Net Revenue
The Dairy and Nutritionals business delivered
an improved financial performance in FY23, with
net revenue up 8.6% to $389.2 million and the
adjusted operating EBITDA loss reduced from
$20.6 million to $0.5 million.
6 Adjusted for non-trading and non-recurring items (including restructuring costs and other litigation costs, the US litigation
settlement and unrealised foreign exchange loss), pre AASB 16
7 Segment results are post allocation of group shared services overhead except for realised FX and Board/ASX related cost
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Dairy & Nutritionals
Long-life Dairy Milk PUREnFERRIN® Lactoferrin is
Noumi’s flagship B2B protein
Noumi is Australia’s largest Long-life dairy milk
processor, processing over 250 million litres of milk last ingredient, delivering $24.3 million
year. The Company is also Australia’s largest exporter in revenue, recording growth
of Long-life milk — more than 80ML of Noumi’s quality of 15.1% over the prior year.
Australian milk was enjoyed by millions of consumers
across China and South East Asia in FY23.
The global market for lactoferrin continues to show
Domestic sales of Long-life dairy milk grew $30.4 million, strong demand with increasing understanding of
with the business able to recover significant rises in the powerful nutritional benefit of lactoferrin across
milk and other raw material input costs. The domestic consumers of all ages.
sales increase offset a decline in export sales to deliver
overall Long-life dairy milk revenue for the FY23 year To further unlock the value of Noumi’s PUREnFERRIN®,
of $274.5 million – in line with the prior year but on Professor Lisa Wood and the research team from the
lower volumes. The export outcome reflected an overall University of Newcastle and Hunter Medical Research
softening of consumer demand in China, combined with Institute are conducting a human clinical trial. This
higher Australian farmgate milk prices compared with research will evaluate the effect of oral PUREnFERRIN®
international competitors. Lactoferrin supplementation on immune function and
systemic inflammation in people aged over 50 years.
Within Noumi’s branded dairy milk portfolio, Milklab Results are expected in 2024.
Lactose Free continued to enjoy strong growth with
volume up 24%, primarily through the café channel. Noumi also vertically integrates its quality proteins into its
Australia’s Own launched a number of new added- Consumer Nutritionals brands, including Noumi’s Crankt
value dairy innovations, including Australia’s Own Lower Protein bars and the recently launched Vital Strength
Cholesterol Milk and a range of fortified flavoured dairy Lean Meal and UProtein Meal replacement products.
milks for South East Asia consumers under Australia’s
Consumer Nutritionals
Own Mighty Milk brand.
The underlying opportunity for dairy milk in Asia Noumi’s Consumer Nutritional portfolio enjoyed strong
remains strong for internationally competitive products. growth of 11%, driven by successful new product
Underpinned by increasing consumer understanding launches into a growing category.
of the health benefits of dairy and growing household
Noumi increased marketing investment behind its
incomes in the region, per capita consumption of dairy
Vital Strength brand, including a new consumer brand
milk is expected to increase.
campaign and the successful launch of new Vital
Strength Lean Meal and new Vital Strength High Protein.
Nutritional Ingredients
Market estimates (Fortune Business Insights) outline
The Company’s investment in a state-of-the-art protein
the longer-term attractiveness of the Global Sports
filtration and drying plant enables Noumi to contest
and Supplements market, with year-on-year growth
the premium protein ingredient market (B2B). Noumi’s
estimated at 8% per year over the next seven years,
portfolio of premium specialised protein ingredients
driven by consumer awareness of the increased
include PUREnFERRIN® Lactoferrin, PUREnWPI® Native
importance of staying healthy and active.
Whey Protein Isolate, PUREnWPC® Native Whey Protein
Concentrate and recently PUREnMCC® Native
Micellar Casein.
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Company Leadership Company Leadership
Board of Directors Board of Directors
Ms Genevieve Gregor Ms Jane McKellar
Chair of the Board and Independent, Non-Executive Director (from March 2020) Independent, Non-Executive Director (from May 2020)
Qualifications: B. Economics (UQ), Graduate Diploma Applied Finance & Investment (SIA), Qualifications: MA (Hons) University of Aberdeen, GAICD, CISL
Honorary Doctorate of Letters (WSU), GAICD
Jane is an experienced non-executive director in both public and private companies in Australia
Genevieve is a Senior Advisor to TPG Capital, Australia. TPG is a leading global alternative and the US, bringing deep experience in international consumer, digital, brand and marketing.
asset manager. In 2017 she co-founded Colinton Capital Partners, a mid-market private equity Jane’s executive experience as both a CEO and Chief Marketing Officer spans the consumer-
firm investing in Australian growth companies. She remains involved with Colinton Capital’s focused FMCG, luxury and retail industries and she is one of the original ‘digital natives’ in
Fund 1 investments. Prior to this, Genevieve was the Co-head and Managing Director of the Australia. She has held senior roles in Unilever, Microsoft, Elizabeth Arden and Stila Corporation.
Asia Special Situations Group in Australia for Goldman Sachs for eight years. Prior to joining Jane has extensive global experience, particularly in Asia, Europe and North America, and she
Goldman Sachs, Genevieve was head of the Australian loan capital markets business at has built a strong reputation for leading teams and transforming businesses in difficulty back
Citigroup and earlier worked at MIM Holdings, now Xstrata Australia Limited. Genevieve was to profitability and growth. Her key contributions are in customer and consumer-focused
previously the Deputy Chancellor of Western Sydney University, Chair of the Finance and business transformation, digital, brand and marketing performance and sustainability.
Investment Committee and Trustee at WSU for over 10 years. She is Non-Executive Director
of two public unlisted companies, Moneytech Group Limited and Monoova Limited. Special responsibilities: Chair of the People and Culture Committee, Member of the Finance
and Audit Committee and Member of the Risk & Compliance Committee.
Special responsibilities: Member of the Risk and Compliance Committee, Member of the
Finance and Audit Committee and Member of the People and Culture Committee.
Mr Tony M. Perich AM Mr Stuart Black AM
Deputy Chair and Non-Executive Director (from July 2006) Independent, Non-Executive Director (from March 2021)
Qualifications: FCA, FAICD, BA (Accounting)
Tony is a Member of the Order of Australia. He is joint Managing Director of Arrovest Pty
Limited, Leppington Pastoral Co Pty Ltd, one of Australia’s largest dairy producers, and Stuart is a Chartered Accountant with extensive experience in business. He retired in 2013
various other entities in the Perich Group. He is also a property developer, farmer and as managing partner of an accounting practice specialising in agribusiness to concentrate
business entrepreneur. Memberships include Greater Narellan Chamber of Commerce, his time on non-executive director roles and has over 20 years’ experience as an ASX non-
Narellan Rotary Club, Urban Development Institute of Australia, Urban Taskforce, Property executive director. He is a Past President of the Institute of Chartered Accountants of Australia,
Council of Australia, past President of Narellan Rotary Club and past President of Dairy the inaugural Chair and a past board member of the Accounting Professional and Ethical
Research at Sydney University. Standards Board and served as the Australian representative on the International Federation
of Accountants SMP Committee. Stuart is former Chair of the Chartered Accountants
Special responsibilities: Member of the Risk and Compliance Committee. Benevolent Fund Limited and a former director of the Country Education Foundation of
Australia Limited. In 2012, Stuart was appointed a Member of the Order of Australia for
services to the profession of accounting, to ethical standards, as a contributor to professional
organisations and to the community.
Special responsibilities: Chair of the Finance and Audit Committee and a Member of the Risk
Mr Tim Bryan and Compliance Committee.
Non-Executive Director (from January 2021)
Qualifications: BCom; CA, GAICD
Tim is the Chief Executive Officer of the Perich Group of companies, where he also holds
numerous directorships across a diverse portfolio covering private equity, direct property,
agriculture and manufacturing. Other relevant experience includes senior business advisory
and board roles in the private sector. Tim also contributes his time as a director for charitable
organisations in the health sector including the Kids of Macarthur Health Foundation and
Ingham Institute for Applied Medical Research, where he also chairs the Finance and
Audit Committee.
Special responsibilities: Member of the Finance and Audit Committee and Chair of the Risk
and Compliance Committee and Member of the People and Culture Committee.
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Company Leadership Company Leadership
Executive Team Executive Team
Mr Michael R. Perich Mr Stuart Muir
Chief Executive Officer Chief Operating Officer
Qualifications: B AppSci (SysAg) Qualifications: BE (Hons) Engineering. Master Engineering Management
Michael is an experienced executive with over 25 years’ experience working within the dairy Stuart leads Noumi’s Operations team which covers the end-to-end supply chain, including
industry. Michael currently holds directorships in Arrovest Pty Ltd and various other entities procurement, planning, manufacturing and logistics. He is a senior operations executive with
associated with Perich Entities. He held previous directorships in Leppington Pastoral Co. Pty Ltd extensive dairy, FMCG and food manufacturing experience. His background spans end-to-end
as well as Contract Beverages Packers of Australia Pty Ltd, a joint venture controlled equally supply chain management and he is a proven leader of large multi-functional teams covering
by the Company and Arrovest. Michael also had a previous role as joint Managing Director of manufacturing, safety, planning, logistics, environment, quality, research, and development.
Australian Fresh Milk Holdings, Australia’s largest dairy producer. Michael is a graduate Member Stuart has had an extensive career in both Unilever and most recently as Director of Supply
of the Australian Institute of Company Directors. He was appointed as an Alternative Director Chain, Quality and Research & Development at Lion Dairy and Drinks.
for Noumi in March 2009 and in August 2020 was appointed Interim Chief Executive Officer.
Michael assumed the permanent position of Chief Executive Officer in March 2021.
Ms Fiona McGregor
Chief People & Culture Officer
Qualifications: Post Graduate Diploma (Distinction) Strategy and Innovation, BA
Mr Peter Myers
Fiona is a senior people and culture executive, with extensive experience leading culture
Chief Financial Officer change, organisation development and transformation initiatives across large multi-
Qualifications: Bachelor of Business, CPA country organisations. Fiona was promoted to the role of Chief People & Culture Officer of
the Company in September 2020 after joining Noumi in November 2019 to lead strategic
Mr Myers is an experienced chief financial officer of both ASX-listed companies and organisation development and culture change initiatives. Fiona brings ASX-listed company
private enterprises. He brings extensive experience leading business turnarounds, financial experience across multiple industries and companies – including telecommunications,
restructuring, and corporate transformation across a variety of industries, including retailing, building products, branded consumer products (including dairy industry experience), and
media, manufacturing and satellite and communication. Mr Myers’ experience includes senior experience in multi-national companies across transport, logistics, international engineering,
executive roles at Speedcast International Limited, Amart Furniture, Billabong International environmental science, and project management.
Limited, APN News & Media Limited, Network Ten Limited, Schroeders Australia and Century
Yuasa Batteries.
Mr Gerard Smith
Chief Marketing Officer
Qualifications: B. Business, MBA
Mr Justin Coss
Gerard leads Noumi’s marketing, innovation, and sustainability strategies across the Company
Group General Counsel & Company Secretary
– bringing marketing for Australia, China, Middle East, New Zealand, and South East Asia
Qualifications: BA LLB, Dip CII, ANZIIF (Fellow) CIP, FGIA, FCIS, Adv Dip (Management)
under one team. Gerard brings extensive experience across several consumer goods
organisations including Lion, PepsiCo, and Goodman Fielder. His prior experience includes
Justin has over 25 years’ experience as a legal practitioner in private practice and in-
strategic brand marketing, innovation, sales, and general management roles across multiple
house, including over 15 years’ experience as a company secretary. Justin holds Bachelor’s
geographies, including Australia and New Zealand and leading PepsiCo’s snack brands across
degrees in Arts and Law from The University of Queensland and a postgraduate Diploma
Global Markets. Gerard also brings significant digital strategy experience for the enhancement
in Insurance from the Chartered Insurance Institute in the United Kingdom. He is a Fellow of
of our digital strategy.
the Australian and New Zealand Institute of Insurance and Finance, the Institute of Chartered
Secretaries and Administrators and of the Governance Institute of Australia. Justin possesses
a postgraduate Diploma in Applied Corporate Governance from the Governance Institute
of Australia and an Advanced Diploma in Management from the Australian Institute of
Management. Justin is an active participant in the legal industry and currently serves as a Mr Denis Phelps
Director and Immediate Past President of the Association of Corporate Counsel Australia. Chief Customer Officer
Qualifications: B. Business
Denis leads the customer and category strategies for Noumi, responsible for all sales across
Australia, China, Middle East, New Zealand, and South East Asia. His prior experience includes
extensive strategic sales, marketing, and general management leadership roles in the
developed and emerging markets of Australia, Malaysia, Cambodia, Japan, and New Zealand.
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Financial Report 2023 46 Directors’ Report
75 Auditor’s Independence Declaration
76 Consolidated Statement of Profit or
Loss and Other Comprehensive Income
78 Consolidated Statement of Financial Position
79 Consolidated Statement of Cash Flows
80 Consolidated Statement of Changes in Equity
81 Notes to the Financial Statements
130 Directors’ Declaration
1311 Independent Auditor’s Report
138 Shareholder Information
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Directors’ Report Directors’ Report
The Directors present their report, together with the financial statements, on the Consolidated Entity (referred to hereafter as the Litigation - Class Actions
‘Group’) consisting of Noumi Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the Two Class Actions were filed against the Company in respect of alleged breaches of the Corporations Act 2001, the Australian
end of, or during, the year ended 30 June 2023. Securities and Investments Commission Act and Australian Consumer Law. Those proceedings were consolidated in or around
The financial statements are presented in Australian Dollars. November 2021 by order of the Court, with a consolidated statement of claim filed on 16 December 2021. The Group is defending
the litigation and has engaged legal counsel to assist in doing so. Pleadings have closed in the consolidated proceeding and the
1. Principal activities parties are engaged in the process of discovery which is currently scheduled to be completed in 2023. No evidence has been filed
nor have the plaintiffs quantified their claims as yet so the proceeding is still in its early stages. Based on the information available
Noumi Limited is a leading consumer branded beverage and nutritional group with 530 employees with facilities in two locations
at the date of this report, the Company cannot determine the likely outcomes and potential financial impact.
across Australia and two locations in Asia (Singapore and China).
Litigation – ASIC Proceedings
The principal activities of the Group (on a continuing basis) during the financial year were developing, sourcing, manufacturing,
marketing, selling and distributing plant-based and dairy beverages, dairy and nutritional products, to wholesale and Australian Securities and Investment Corporation (ASIC) commenced civil penalty proceedings on 24 February 2023 against Noumi
consumer markets. and two of the Company’s former officers in the Federal Court of Australia in relation to alleged historic breaches of continuous
disclosure obligations. The proceedings concern alleged failures to disclose material information to the ASX regarding the value
The Group also operates marketing, sales and distribution activities in Australia, China and South East Asia and sells products to of Noumi’s inventories in its Financial Report for the full year ended 30 June 2019 (FY19) and in its Financial Report for the half
retailers and distributors in Australia, China, South East Asia, New Zealand, South Africa and the Middle East. year ended 31 December 2019 (H1 FY20); and additionally regarding the value of Noumi’s inventories, reported sales revenue,
gross profit and profit before tax in its H1 FY20 Financial Report. ASIC is seeking declarations that, during the period from 29
2. Going concern August 2019 to 25 May 2020, Noumi contravened section 674(2) of the Corporations Act 2001, and orders for civil penalties and
The Group has prepared the consolidated financial statements for the year ended 30 June 2023 on the going concern basis, costs. The Company has filed its defence admitting, on a qualified basis, alleged breaches of its continuous disclosure obligations
which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary in connection with FY19 and H1 FY20 financial reports based on information that was known, or should have been known, by the
course of business. former officers. The statement of claim does not detail the quantum of any penalties sought by ASIC and in light of amendments
to the penalties framework under the Corporations Act 2001 there is an absence of any applicable decided cases on civil penalties
Financial results by which the Company can estimate the quantum. Based on the information available at the date of this report, the Company
The Group made a loss after tax of $46.9m (FY22 loss of $160.7m). Net cash inflows from operating activities were $4.3m (FY22 cannot determine the quantum of any liability arising.
outflows of $40.9m) which includes payments for US litigation settlement of $10.2m (FY22 payments of $31.8m). As set out in the
No liability has been recognised in the consolidated financial statements for any compensation, penalties and/or costs for
operating segment note of the consolidated financial statements (note 3), operating results improved during FY23 compared to
which the Company may be liable in either of these litigations, other than for legal costs incurred as at 30 June 2023. Due to the
the prior year.
uncertainty surrounding the outcomes of the above litigations, the quantum of compensation, penalties and/or costs for which
The Plant-based Milks business continued to perform well, with another period of strong growth for Milklab products. For the year the Group may be liable, and whether the Group will have access to sufficient funds to pay these amounts, a material uncertainty
ended 30 June 2023, Milklab sales increased by 10.3%. exists which may cast significant doubt on the Group’s ability to continue as a going concern and therefore whether it may be able
to realise its assets and discharge its liabilities in the normal course of business.
In Dairy and Nutritionals segment, the recovery of significant increases in farmgate milk prices began to be reflected in the Group’s
improved financial performance, particularly through price increases agreed with the customers. However, some export markets Notwithstanding the above, based on the current information and actions being taken, the Directors consider that it is appropriate
have not been prepared to accept the price increases required to achieve positive margins and, accordingly, the Group has seen for the financial report to be prepared on a going concern basis.
reduced volume and lower than expected margins in such markets.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded
The Group continued to adopt a stringent cost-management approach across all expense categories. asset amounts or to the amounts and classification of liabilities that may be necessary should the Group be unable to continue as
a going concern.
Financial Position
At 30 June 2023, the Group had net current assets of $29.1m (FY22: net current assets of $39.0m). The reduction in net current assets 3. Operating and financial review
was impacted by the realisation of the asset held for sale, with $18.7m of the proceeds invested in a non-current term deposit. The Group’s continuing operations recorded a loss after income tax for the year ended 30 June 2023 attributable to the owners
of Noumi Limited of $46.9m (FY22 loss of $161.1m). The losses in FY23 includes a fair value expense adjustment of $39.5m for the
At 30 June 2023, the Group had net liabilities of $203.5m (FY22: net liabilities of $149.0m) which includes $295.5m (FY22: $253.1m)
convertible notes and non-cash impairment of plant and equipment of $8.2m.
in respect of convertible notes that are carried at fair value. The convertible notes will cease to be a liability in the event of the
conversion of the notes into equity or upon repayment (refer to note 26 of the consolidated financial statements). The Group’s continuing operations recorded an adjusted operating EBITDA (pre-AASB 16) of $30.4m (FY22: $7.3m). For adjusted
operating EBITDA (pre-AASB 16) refer to section 3.3.
Future financial performance
At 30 June 2023, the Group’s available cash position was $18.6m, plus an undrawn revolving credit facility of $18.0m. This undrawn Adjusted operating EBITDA (Earnings before interest, tax, depreciation and amortisation) is a non-IFRS measure as contemplated
revolving credit facility along with available cash balance, forecast operating cash flows and debtor financing facilities, are considered in ASIC Regulatory Guide 230 Disclosing non-IFRS financial information (RG230). Adjusted operating EBITDA excludes abnormal
by management and the Directors to provide the Group with sufficient liquidity for the day-to-day operations of the business for a items, restructuring costs and other non-trading expenses. Adjusted operating EBITDA is used by management and the Directors
period of at least 12 months from the date of this financial report, based on current market conditions and expectations. as the primary measure of assessing the financial performance of the Group and individual segments absent any legacy issues.
Included in the FY24 budget are further operating and margin improvements including the full year effect of price rises in the The Group’s continuing operations recorded an adjusted EBITDA profit of $40.6m (FY22 adjusted EBITDA loss of $41.8m). For
Plant-based Milks business, as well as price rises in the Dairy and Nutritionals business to offset the impact of increase in farmgate adjusted EBITDA refer to note 3 of the consolidated financial statements.
milk prices in FY24. In addition, litigation and restructuring costs are forecast to reduce in FY24.
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3.1 Overview of material matters during the year and material matters subsequent to 30 June 2023 ASIC Proceedings
This section describes: As previously disclosed, the Group has cooperated with ASIC in relation to the investigations that ASIC commenced in 2020.
ASIC commenced civil penalty proceedings on 24 February 2023 against Noumi and two of the Company’s former officers in the
• the significant events that have occurred in FY23; and Federal Court of Australia in relation to alleged historic breaches of continuous disclosure obligations. The proceedings concern
• the material matters, events, and decisions taken by the Group subsequent to 30 June 2023 and up to the publication of this report. alleged failures to disclose material information to the ASX regarding the value of Noumi’s inventories in its Financial Report
for the full year ended 30 June 2019 (FY19) and in its Financial Report for the half year ended 31 December 2019 (H1 FY20); and
Operations additionally regarding the value of Noumi’s inventories, reported sales revenue, gross profit and profit before tax in its H1 FY20
The Group has achieved significant progress during FY23 despite challenging macro-economic conditions. Financial Report. ASIC is seeking declarations that, during the period from 29 August 2019 to 25 May 2020, Noumi contravened
section 674(2) of the Corporations Act 2001, and orders for civil penalties and costs. On 24 May 2023, the court made orders for
During the year, the Group; the progress of the proceedings. On 11 August 2023, Noumi filed its defence admitting, on a qualified basis, alleged breaches of
its continuous disclosure obligations in connection with FY19 and H1 FY20 financial reports based on information that was known,
• grew adjusted operating EBITDA (pre-AASB 16) by $23.1m to $30.4m;
or should have been known, by the former officers. The statement of claim does not detail the quantum of any penalties sought
• achieved a record adjusted operating EBITDA (pre-AASB 16) for the Plant-based Milks business of $37.4m, up 12.0% on the prior year;
by ASIC and in light of amendments to the penalties framework under the Corporations Act 2001 there is an absence of any
• reduced the adjusted operating EBITDA loss (pre-AASB 16) in Dairy and Nutritionals by $20.1m to $0.5m. applicable decided cases on civil penalties by which the Company can estimate the quantum. Based on the information available
at the date of this report, the Company cannot determine the quantum of any liability arising.
In the Plant-based Milks segment revenue was $162.4m, down 1% on FY22. After excluding certain discontinued products from
the prior period revenue was up 10.5%. Sales of the Group’s key Milklab brand grew 10.3% during the year compared to the prior Class Actions
year following the significant investment made in 2022 to expand the direct sales force for Milklab and reflecting the launch of an
Two separate class action proceedings were commenced against the Company and its auditor at the time, Deloitte Touche
improved Milklab Oat formula which contributed to an 89% increase in Milklab Oat sales. Adjusted operating EBITDA (Pre-AASB 16)
Tohmatsu, alleging breaches of the Corporations Act 2001, the Australian Securities and Investments Commission Act and
margin grew from 20.4% to 23.1%.
Australian Consumer Law. On 16 December 2021, the Company was served with a consolidated statement of claim following orders
Dairy and Nutritionals business made significant recovery, from a $20.6 million adjusted operating EBITDA loss in FY22 to positive made by the Court that the two proceedings be consolidated and conducted as a single proceeding with Slater & Gordon and Phi
adjusted operating EBITDA of $3.8m in H2 FY23. For full year FY23, adjusted operating EBITDA loss of $0.5m was recorded. The Finney McDonald acting jointly as solicitors for the plaintiffs.
turnaround was achieved in challenging market conditions, with an unprecedented 26% rise in farmgate milk prices, the after-
In November 2022, a group costs order was made by the Court permitting the legal costs payable to the class action law firms
effects of COVID-19 on the supply chain and input costs, severe flooding around Noumi’s Victorian operations in October 2022 and
acting for the plaintiffs and group members to be paid as a percentage of any award or settlement that may be recovered, with
softening demand in export markets.
that percentage fixed at 22% (inclusive). Based on information available at the date of this report, the Company cannot determine
Operational performance has improved during FY23. Service and quality operational efficiencies, reduced wastage at the the likelihood and quantum of any liability arising.
Shepparton plant in Victoria and improving yields have contributed to the financial turnaround. The closure of the Marrickville site
Accordingly, no liability has been recognised in the consolidated financial statements for any compensation, penalties and/or
operations in NSW and the integration of the Consumer Nutritionals business into our Ingleburn site, delivered further efficiencies.
costs for which the Group may be liable in either of these litigations, other than for legal costs incurred as at 30 June 2023.
During H1 FY23, floods in regional Victoria caused some disruption to Group’s dairy operations in Shepparton. While no material
For further details, refer to note 34 Capital commitments and contingent liabilities.
property losses were incurred, there was significant disruption to customer supply lines, site operations and supplier farms. Most of
these disruptions have now been overcome, although there is likely to be extended pressure on milk volumes off farm in the region. Divestments
Demand for lactoferrin remained healthy despite production disruptions caused by the ongoing effects of the Victorian floods in The Group divested its non-core investment in AFMH on 23 August 2022 and used part of the funds for the US litigation settlement.
2022 and temporary shortages of the high-quality resin required for the extraction process.
Except as disclosed above, no matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may
Key transformation achievements during FY23 include further simplification of the business with the successful sale of the Group’s significantly affect, the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.
non-core investment in Australian Fresh Milk Holdings (AFMH) to help fund the resolution of the Company’s US litigation as well as
settling the Sunday Collab dispute. 3.2 Business Strategy
As previously outlined, Noumi is pursuing a three-stage transformation strategy: Reset, Transform and Grow, which is designed to
Macro-economic conditions set the Company on a path to long-term profitable and sustainable growth.
Noumi’s business is also subject to the impact of various macro-economic factors. These factors include rising cost of inputs such
as labour, transport and energy, supply chain disruptions, geopolitical instability and changing consumer preference. In addition, The Group largely completed the Operational Reset phase and is now into the Grow phase for our Plant-based Milks business and
increases in farmgate milk prices, which have generally been able to be passed through to domestic customers during FY23, is embedding the improvements being made in the Dairy and Nutritionals business during the Transform phase.
represent a structural shift that affects the competitiveness of the Australian dairy industry making it more difficult to pass on
The Dairy and Nutritionals segment remains a significant focus of the board and executive team. In addition to the transformation
these cost increases to export customers and consequentially has had an impact on the volume of sales into export markets.
work underway, focussed on production performance, margins need to be maintained or improved. The Australian dairy industry’s
lack of international competitiveness, arising from the ongoing dislocation of the Australian farmgate milk price from global prices
creates the potential for rationalisation of the dairy processing industry.
The Plant-based Milks business strategy includes opportunities to grow sales both domestically and internationally. Following the
launch of an improved Milklab Oat formula, driving penetration of Milklab Oat will be a major focus for the coming year. The Group
currently generates 6.0% of its Plant-based Milks sales from export and plans to sharpen the focus on priority markets across
South East Asia.
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3.3 Operating and financial review – continuing operations 3.3.1 Commentary on specific items in the profit and loss account
Net sales increased by 5.6% year on year to $551.6m. Domestic net sales increased 16.7% year on year to $424.7m and export net
Adjusted Operating EBITDA
sales decreased 20.0% year on year to $126.8m. Dairy and Nutritionals net sales increased 8.6% year on year to $389.2m largely
Adjusted operating EBITDA is a non-IFRS measure as contemplated in ASIC Regulatory Guide 230 Disclosing non-IFRS financial due to price increases agreed with customers. Sales of lactoferrin products were higher following resolution of a pandemic-related
information (RG230). Adjusted operating EBITDA excludes abnormal items, restructuring costs and other non-trading expenses. interruption in sales momentum in FY22. Plant-based Milks net sales were $162.4m in FY23 compared to $164.0m in FY22. Excluding
Adjusted operating EBITDA (pre-AASB16) is used by management and the Directors as the primary measure of assessing the certain discontinued products, Plant-based Milks net sales increased by 10.5% compared to prior year.
financial performance of the Group and individual segments absent any legacy issues.
Net losses after tax decreased from $161.1m to $46.9m. Current year net losses after tax reflect the impact of the fair value
Set out below is a summary statement of profit or loss for the year ended 30 June 2023. expense of $39.5m relating to the convertible notes and non-cash impairment of $8.2m relating to an item of plant and equipment.
The fair value expense relating to the convertible notes increased from a $9.5m fair value gain in FY22 to a $39.5m fair value
Continuing Operations expense in FY23.
30 June 2023 30 June 2022
Adjusted Operating EBITDA (pre AASB 16) of $30.4m was higher than FY22 of $7.3m for reasons set out in section 3.4 of this
$’000 $’000
Directors Report.
Net sales 551,561 522,340
Impairment of non-financial assets of $8.2m was recognised during FY23 related to an item of a plant and equipment in Dairy
Adjusted Operating EBITDA (pre AASB 16) 30,379 7,325 and Nutritionals segment following the uncertainty associated with its use in the near future. No other impairment was recognised
during FY23.
Adjustment for rental expense 11,182 12,068
Adjusted Operating EBITDA (post AASB 16) 41,561 19,393 Depreciation and amortisation decreased by 24.3% from $26.3m to $19.9m. This variance is arising from reduced depreciation
post impairment of non-financial assets recognised in FY22. The components of the depreciation charge are as follows:
Onerous contracts provision 4,440 (4,683)
Depreciation – buildings, plant and equipment: $15.3m (FY22: $20.0m)
US litigation settlement related expenses - (55,621) Depreciation – AASB 16 related: $4.4m (FY22: $6.2m)
Amortisation – software: $0.2m (FY22: $0.1m)
Restructuring expenses (4,227) (6,494)
Other litigation expenses (1,384) (1,327) Net finance costs increased by 14.4% from $17.4m to $19.9m because of an increase in borrowings arising from the drawdown
of the revolver facility and higher interest rates. The breakdown of finance costs is as follows:
Fair value changes of assets held for sale - 6,673
Interest – based on debt facilities: $10.6m (FY22: $7.0m)
Reversal of FY20 debtor provision - 1,128 Interest – AASB 16 related: $10.0m (FY22: $10.0m)
Transaction financing costs – convertible notes: $nil (FY22: $1.0m)
Discount charge - limited recourse facility - (954)
Interest income - $0.7m (FY22: $0.6m)
Unrealised foreign exchange loss (156) (354)
Fair value changes of convertible notes amounting to a net $39.5m resulted in a 16.8% an increase in the value of convertible notes
Employee incentives - (547) from $253.1m (Tranche A: $227.3m and Tranche B: $25.8m) to $295.5m (Tranche A: $267.4m and Tranche B: $28.1m). This net change
in fair value is recorded in profit or loss ($39.5m expense, an increase in fair value) and other comprehensive income ($2.9m expense,
Other non-trading (income)/expenses 365 960
an increase in fair value) in accordance with the accounting standards but does not impact the redemption and conversion rights
Adjusted EBITDA (after US litigation settlement related expenses) 40,599 (41,826) available to the investors under the terms of the convertible notes (refer to note 26 of the consolidated financial statements).
Gain on remeasurement of leases - 4,936 Since the Group has classified the convertible notes as fair value through profit or loss, capitalised interest of $27.9m for FY23
(FY22: $25.9m) is not recorded in profit and loss as interest expense although implied in the fair value approach. The face value of
Share of associates profit - 294
the convertible notes of $292.0m with capitalised interest to date of $53.8m equate to $345.8m which is fair valued at $295.5m on
Depreciation and amortisation (19,894) (26,289) the balance sheet as at 30 June 2023.
Net finance costs (19,893) (17,449)
Fair value changes of convertible notes (39,486) 9,461
Impairment of non-financial assets (8,235) (95,688)
Net loss before tax (46,909) (166,561)
Income tax benefit 4 5,466
Net loss after tax (46,905) (161,095)
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3.3.2 Segment performance of continuing operations 3.4 Segment performance
The Group measures its financial and operating performance by reference to the following segments: Dairy and Nutritionals
• Dairy and Nutritionals - A range of Long-life dairy milk beverages, nutritional products and performance and adult nutritional
12 Months to (‘000) June 2023 June 2022 Change $ Change %
powders. These products are manufactured in Australia and New Zealand and sold in Australia and overseas.
• Plant-based Milks - A range of Long-life beverage products including almond, oat, soy, coconut, macadamia and other plant-based Revenue 389,204 358,331 30,873 8.6%
milks and liquid stocks. These products are manufactured in Australia and sold in Australia and overseas. Adjusted Operating EBITDA Pre AASB16 (471) (20,626) 20,155 97.7%
Set out below is the segment performance for the continuing operations of the Group for the year ended 30 June 2023, together Adjusted Operating EBITDA Pre AASB16 Margin % (0.1%) (5.8%)
with a segment performance table for the year ended 30 June 2022.
Adjusted Operating EBITDA Post AASB16 4,114 (15,500) 19,613 126.5%
Continuing Operations 30 June 2023 Dairy and Plant-based Unallocated Total Continuing Adjusted EBITDA 7,883 (20,183) 28,065 139.1%
Nutritionals Milks Shared Services Operations
$’000 $’000 $’000 $’000 The Dairy and Nutritionals business delivered an improved financial performance in FY23, with net revenue up 8.6% to $389.2m and
Revenue 389,204 162,357 - 551,561 the adjusted operating EBITDA loss reduced from $20.6m to $0.5m.
Adjusted Operating EBITDA (pre AASB 16) (471) 37,442 (6,592) 30,379 During the year, the Group was able to largely recover unprecedented industry-wide increases in farmgate milk costs through
price rises agreed with customers. Some export markets have not been prepared to accept the price increases required to achieve
Adjustment for rental expense 4,585 6,597 - 11,182
positive margins and in response the Group chose to reduce unprofitable volumes. Accordingly, the Group has seen reduced
Adjusted Operating EBITDA (post AASB 16) 4,114 44,039 (6,592) 41,561 volume and lower than expected margins in some export markets. Whilst Dairy and Nutritionals segment improved its financial
performance in FY23, a lift in price to consumers is required to ensure long term sustainability for the industry.
Onerous contracts provision 4,440 - - 4,440
In addition to improved retail pricing, the Group continued its operational and commercial improvement strategy and implemented
Transformation expenses (674) (1,303) (2,250) (4,227) a cost-reduction program. Together, these programs have streamlined support costs and driven improvements in yields and most
Other litigation expenses - (60) (1,324) (1,384) key performance metrics.
Unrealised foreign exchange loss - - (156) (156) Floods in regional Victoria caused some disruption to the Group’s dairy operations in Shepparton in H1 FY23. While no material
property losses were incurred, there was significant disruption to customer supply lines, site operations and supplier farms.
Other non-trading income 3 92 270 365
The Dairy and Nutritionals business delivered sales growth in all domestic channels, with retail sales up 17.8% and out-of home
Adjusted EBITDA 7,883 42,768 (10,052) 40,599 sales up 50.4%. Milklab Dairy sales rose 16.0%.
Nutritional Ingredients sales were up 26.2%, with sales of PUREnFERRIN® lactoferrin showing a growth of 15.1%. Sales of consumer
Continuing Operations 30 June 2022 Dairy and Plant-based Unallocated Total Continuing nutritionals benefitted from the reopening of gyms post-COVID, improved pricing and effective marketing strategies, with sales of
Nutritionals Milks Shared Services Operations UPROTEIN powders and supplements up 40.3%, Crankt protein bars and shakes up 4.8% and Vital Strength protein powders up 10.2%.
$’000 $’000 $’000 $’000
Revenue 358,331 164,009 - 522,340 Plant-based Milks
Adjusted Operating EBITDA (pre AASB 16) (20,626) 33,435 (5,484) 7,325 12 Months to (‘000) June 2023 June 2022 Change $ Change %
Adjustment for rental expense 5,126 6,942 - 12,068 Revenue 162,357 164,009 (1,652) (1.0%)
Adjusted Operating EBITDA (post AASB 16) (15,500) 40,377 (5,484) 19,393 Adjusted Operating EBITDA Pre AASB16 37,441 33,435 4,006 12.0%
Onerous contracts provision (4,683) - - (4,683) Adjusted Operating EBITDA Pre AASB16 Margin % 23.1% 20.4%
Transformation expenses - - (6,494) (6,494) Adjusted Operating EBITDA Post AASB16 44,039 40,377 3,662 9.1%
US litigation settlement related expenses - (55,621) - (55,621) Adjusted EBITDA (after US litigation
42,768 (15,244) 58,012 (n.m)
settlement related expenses)
Other litigation expenses - - (1,327) (1,327)
Net revenue for the year reduced by 1.0% to $162.4m but revenue rose 10.5% excluding deliberately discontinued low-margin
Fair value changes of asset held for sale - - 6,673 6,673
products, that were included in FY22, but have now largely been replaced with higher-margin sales of the Company’s own brands.
Reversal of FY20 debtor provision - - 1,128 1,128
Adjusted operating EBITDA rose 12.0% to $37.4m, with adjusted operating EBITDA margin rising from 20.4% to 23.1%. Importantly, the
Discounting charge - limited recourse facility - - (954) (954) resolution of US litigation in February 2022 has removed all restrictions on sales of Milklab and nut-based milk in Australia and overseas.
Unrealised foreign exchange gain - - (354) (354) Milklab continued its strong performance, with sales growth of 10.3% across domestic and international markets compared
to FY22. The strong growth achieved reflects both the ongoing consumer demand for healthier lifestyle choices and Noumi’s
Employee incentives - - (547) (547)
strategic investments in its market-leading brands and its out-of-home direct sales force, which has supplemented the Company’s
Other non-trading income - - 960 960 partnership with third-party distributors to promote its core brand Milklab.
Adjusted EBITDA (after US litigation (20,183) (15,244) (6,399) (41,826) Sales in the out-of-home channel grew by 4.7% compared to FY22 and in the South East Asian markets grew by 3.2%. In the
settlement related expenses) fast-growing oat milk segment, Milklab Oat continued its strong performance, with sales up 22.4% in Asia export markets and
up 93.0% domestically.
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3.5 Statement of financial position 3.5.2 Commentary on cashflow and funding
Set out below is a summary balance sheet as at 30 June 2023 together with summary balance sheet as at 30 June 2022.
Consolidated
Consolidated 30 June 2023 30 June 2022
$’000 $’000
30 June 2023 30 June 2022
Cash flow from operations 35,212 5,981
$’000 $’000
Current assets 134,299 131,150 Cash flow from operations including non-trading adjustments and financing costs (30,904) (46,840)
Assets held for sale - 29,651 Cash flow from/(used in) operating activities 4,308 (40,859)
Non-current assets 243,647 259,327 Cash flow from/(used in) investing activities 2,220 (3,928)
Total assets 377,946 420,128 Cash flow (used in)/from financing activities (4,178) 29,329
Current liabilities (105,193) (121,770) Net increase/(decrease) in cash and cash equivalents 2,350 (15,458)
Non-current liabilities (476,296) (447,369) Cash and cash equivalents at the beginning of the financial year 16,210 31,668
Total liabilities (581,489) (569,139) Cash and cash equivalents at the end of the financial year 18,560 16,210
Net liabilities (203,543) (149,011)
Continuing operations
Share capital 598,712 598,712
30 June 2023 30 June 2022
Reserves (57,767) (50,140) $’000 $’000
Accumulated losses (744,488) (697,583) Cash flow from operations 35,212 3,580
Total equity (203,543) (149,011) Cash flow from operations including non-trading adjustments and financing costs (30,904) (46,840)
Cash flow from/(used in) operating activities 4,308 (43,260)
3.5.1 Commentary on specific items in the statement of financial position
Cash flow from/(used in) investing activities 2,220 (6,015)
Cash and cash equivalents increased by $2.4m to $18.6m mainly arising from improved cash from operations.
Cash flow (used in)/from financing activities (4,178) 29,329
Trade and other receivables decreased by 11.7% from $57.3m to $50.6m attributable to higher limited recourse debtor financing
after changes in debtor finance facility limits and lower export sales. Net increase/(decrease) in cash and cash equivalents 2,350 (19,946)
Inventories increased by 1.9% from $53.0m to $54.0m reflecting increase in manufacturing costs. Discontinued operations
Trade and other payables decreased by 12.5% from $68.0m to $59.5m due to timing of supplier payments amounting to $9.3m. 30 June 2023 30 June 2022
$’000 $’000
Financial assets at fair value through other comprehensive income decreased by 87.3% due to reassessment of fair value
Cash flow from operating activities - 2,401
of investment in Shenzhen JiaLile Co. Limited at 30 June 2023. Accordingly, a fair value reduction of $4.7m is recorded in other
comprehensive income. Cash flow from investing activities - 2,087
Property, plant and equipment decreased by 11.5% from $183.3m to $162.2m, mainly representing depreciation ($15.3m) and Cash flow from financing activities - -
impairment ($8.2m) partially offset by additions.
Net increase in cash and cash equivalents - 4,488
Right of use assets decreased by 12.5% from $63.2m to $55.3m, reflecting depreciation ($4.4m) and lease remeasurement ($8.8m)
partially offset by additions. Cash flow from continuing operations before financing and non-trading adjustments was $35.2m in the current year compared to
$3.6m in the prior year.
Borrowings increased by 11.4% from $357.3m to $397.9m. Borrowings include fair value of convertible notes which increased by
16.8% from $253.1m to $295.5m. Further detail on cashflow and funding is provided in next section. Cash flow from investing activities were $8.2m higher primarily attributable to proceeds from disposal of the investment in AFMH
partially offset by net investment in term deposit and payments for property, plant and equipment.
Net liabilities of $203.5m include unpaid portion of US litigation settlement liability of $19.0m and convertible note liability of
$295.5m. The convertible notes will cease to be a liability in the event of the conversion of the notes into equity or upon repayment Cash flow from financing activities include repayment of borrowings ($12.6m) and leases ($2.5m) partially offset by drawdown
(refer to note 26 of the consolidated financial statements). from the revolver finance facility ($11.0m).
Shareholders’ equity deficiency increased from $149.0m negative to $203.5m negative, reflecting primarily the loss incurred by the 4. Dividends
Group in FY23. The loss during the year includes the impact of fair value changes of convertible notes amounting to $39.5m.
There were no dividends declared for FY23 and FY22.
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5. Environmental, Social and Governance 5.4 Safety
The Group has developed a comprehensive Environmental, Social & Governance (ESG) strategy to improve its ESG performance, Statement of commitment
reporting and alignment with Company values. Noumi has developed its ESG plan to meet its aspirational goals and values.
The Group is committed to providing a workplace that enables all work activities to be carried out safely. The Group achieved a
Noumi has met its FY23 targets for the Healthier Lifestyle (Labelling, Nutritional and Health Claims) and Healthier Workplace
significant reduction in its total recordable injuries from 15 in FY22 to 9 in FY23.
Pillar (Employee engagement and wellbeing). Our Healthier Planet target goals are tracking well with a key focus on sourcing
renewable electricity in FY25.
6. Risks
Following APCO (Australian Packaging Covenant Organisation) Targets for 2025 have been completed in FY23 for MilkLab Approach
and Australia’s Own:
The Group considers risk management integral to the successful achievement of its mission, vision, and values. It is committed to
• 100% packaging to be reusable, recyclable or compostable protecting itself, its people, its customers, its suppliers, and the public while conducting its business activities. It recognises that effective
risk management is critical for anticipating and managing situations or events that could prevent it from achieving its objectives.
• 70% of plastic packaging recycled or composted
• 50% average recycled content across all packaging Key to this is to ensure that the processes of risk identification, assessment and management are embedded in every aspect of the
• Phase out problematic and unnecessary single-use plastic packaging Group’s businesses. The Risk and Compliance Committee has built on the comprehensive review in FY22 and continues to improve
the operationalisation of risk following the reset of risk management practices in FY21 and FY22.
These strategic aspirations will continue to drive the ESG strategy and reporting going forward and enable the measurement and
management of key ESG indicators such as carbon emissions, workforce diversity, and supply chain sustainability. As an international beverage business with an integrated supply chain, Noumi faces various risks which could have a material
impact on its future strategy and financial performance. The nature, likelihood, timing and potential impact of risks are not static
and are impacted by the Company’s ability to manage and mitigate these risks. We concentrate our risk planning on those risks
5.1 Environmental regulation
relating to factors that management can measure and reasonably control with mitigation strategies if available. Noumi faces
The Group’s operations are subject to environmental regulation under the laws and regulations of the Commonwealth of Australia,
some material risks that cannot be mitigated by preventative strategies. In such instances the Company’s approach is to recognise
and various Australian State and local regulatory bodies. The Group has complied with environmental laws, regulations, standards
the risk and have action plans in place to respond effectively if or when the risk crystallises. Some risks may crystallise in ways
and other requirements such as site permits to operate or waste management with no material breaches in FY23.
which present opportunities to Noumi.
5.2 Environment and Sustainability Statement Measuring and Managing Risk
The Group is committed to making a distinctive and positive contribution to its communities and its operating environments. The Group’s Risk Management Framework (RMF) aims to ensure that risk management is undertaken throughout the business
Sustainability is a business method that ensures safety, efficiency and responsibility in a manner that protects the Group’s and managed in a structured and systematic manner. The RMF describes the key elements that govern the Group’s approach to
employees, communities, shareholders, and the environment, now and in the future. Daily operations align business performance managing risk and the strategy for managing its material risks. The RMF, together with the approved risk appetite, supporting
with a commitment to environmental, social and community stewardship. policies and culture provide a consistent approach to managing risk to reasonably practicable levels which enables the
achievement of the Group’s strategy and business plans.
Some of the key targets for the business are set out below:
Risk appetite refers to the amount and type of risk that the Group considers reasonable to accept to achieve its objectives. It
• 50% reduction in Scope 1 and Scope 2 emissions by 2030.
balances the benefits of change or innovation with the threats that the change may bring. It sets the boundaries for the risks that
• 100% renewable electricity by 2025. can be tolerated in the Group’s activities and helps find the balance between risk taking and risk avoidance. Overall, the Group has
• 90% of farmers partnering on carbon reduction initiatives by 2030. a balanced approach to risk. Risk appetite is based on core values and aligned with strategic objectives.
• 100% of all Noumi packaging APCO compliant (reusable, recyclable or compostable) by 2025. Effective risk management is not purely about the avoidance of risk. Noumi’s vision and strategic objectives require that risk
• Zero Waste to landfill from operations by 2030. is managed based on value. Noumi accepts that risk is commensurate with potential reward such as growth, transformation
and innovation.
Noumi is developing a roadmap for mandatory reporting in FY25 in relation to climate based financial disclosures as required by
Australian Accounting Standards Board. There are a number of material business risks that have the potential to impact the Group’s ability to achieve its objectives.
These risks are summarised below and are each accompanied by the details of how the Group responds to and manages
5.3 Quality and food safety the risk in each category.
Quality and food safety is a critical foundation for the ongoing success of the Group. The Group strives to achieve high quality
across the business through its products, services and people. Quality and food safety is intrinsic to the business philosophy and
culture. The quality and safety of the products, as well as meeting the requirements of customers, are high priorities of the Group.
The Group has a range of certification and regulatory bodies independently auditing its sites based on standards including:
• State-based Food Authority audits and Export Registered Facilities audit via the Department of Agriculture, Fisheries and Forestry;
• Global Food Safety Initiative (GFSI) Standards such as Safe Quality Food (SQF) and British Retail Consortium (BRC);
• Hazard Analysis Critical Control Points (HACCP) Certification;
• Retailer and customer standards; and
• Product-specific standards, such as Australian Certified Organics
Certification requirements are continually reviewed for export markets. Noumi has a continuous improvement focus on quality
processes and practices and continues to be in compliance with all food safety standards. The group has continued to improve in
consumer complaints and first-time quality increasing to 93.8% across the 12 months of the reporting period.
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6. Risks (cont.)
Risk Type Description of the risks How risks are managed
Risk Type Description of the risks How risks are managed Impact of The Group is exposed to the short, medium, and long- The Group has been proactive in its operational activities
climate term climate change and environment related risks. to reduce the impact on the environment through
Access to The Group’s business activities require access to equity This Board and management are focused on delivering
change and These risks include: capital investment in chemical treatment and removal
financial and debt markets to finance its day to day working on Noumi’s turnaround strategy in terms of earnings
resources capital and invest in long term income producing assets. and financial management which will improve the environmental • physical climate-related event risks, extreme weather programs, factory site rooftop solar energy generation
Access to these markets can change from time to time Group’s ability to obtain ongoing access to equity and risks events, increased volatility and change in weather to replace electricity, and increasing efficiencies in
based on economic and financial markets conditions, debt markets to assist financing the Group’s activities patterns including drought, floods and bushfires; production and reducing the amount of waste needing
to be processed off site.
geopolitical issues in the markets in which the Group and to meet future needs. The Board has sought • restricted availability, use and pricing of water in
operates in, the risk appetite of banks and other credit additional input from external advisors. manufacturing activities Further projects are planned to increase the
providers, the investment appetite of equity investors, • the impact of climate change events on the supply sustainability of the production sites.
and the view of the Group as a suitable party to extend and cost of milk and other agricultural products, The Group developed a more comprehensive approach
credit to or invest in.
• treatment and disposal of waste from to sustainability and climate change strategy in 2022
Changing Consumer tastes and buying preferences in relation to The Group focuses on being a innovator in its chosen manufacturing processes; and and in 2023 launched our Healthier Tomorrow Plan.
consumer the Group’s products are constantly changing. These product and channel segments. This focus has, in recent • increased energy costs, increased taxation and other It also intends to include in its corporate disclosures
preferences preference changes can be in response to a range of years, seen the launch of products in existing and new environmental and climate related transactions climate and environment related risks and related
in competitive factors, including new products entering the market, segments. The Group seeks to maintain and grow costs as operating economics change and adapt financial impacts, in line with market practices. The
markets environmental factors, health and nutritional advice, market share by having consistently high-quality and to environmental and climate change impacts. climate change and environment strategy addresses
regulation, sales and marketing initiatives by the consumer-relevant products. a range of issues including emission reduction targets,
Group’s competitors, and product price changes by These risks could adversely affect the Group’s benchmarks for business partnership agreements, and
the Group and its competitors. The Group strives to be at the forefront of changes in operations, business practices, financial performance other initiatives.
market trends at the consumer level and understanding and reputation if not adequately managed.
The capacity of the Group’s competitors to introduce the response from competitors to these changes. It uses
Transitional risks (such as carbon economies) and
competing products with those of the Group is high. The consumer insights, research and data in its development
regulatory changes in Australia and key markets
Group can be at risk of its products being replaced in of new products and optimising the existing portfolio.
may have a significant impact on Noumi’s operating
key channels by products produced by its competitors.
An updated new product development process environment and strategy. The company recognises
Any reduction in the Group’s product sales and market
has been implemented. the potential of these changes to occur and have a
shares in each segment may impact its financial
high impact, however this is an emerging risk where
performance in the short, medium and long term.
we don’t clearly perceive its full dimensions.
Commodity The Group has exposure to commodity price risk The Group works with suppliers with longer-term
The impact of the Australian Governments Global
price risk relating to the input costs for raw materials, agreements regarding pricing and supply. The tenure of
Methane Pledge to Noumi is not yet clear.
packaging and utilities. these is designed to align to our domestic/international
customer agreements. There is uncertainty over the future carbon pricing
In the Dairy and Nutritionals segment, the Group has
mechanisms in important markets, and the extent
risk regarding Australian farmgate milk price with the The Group works with customers to build and maintain
to which this could be applied to agricultural product
current dislocation from the global commodity price in relationships which enable it to manage the effect
and supported by tariff barriers.
dairy commodities. of higher domestic farm gate prices. The dislocation
of the Australian farmgate milk price reduces the Cultural Among other things, poor corporate culture can The Group’s Board and management are continuing to
competitiveness of the export channel. The Group will lead to unethical practices, lack of trust, poor focus on building a positive and inclusive culture.
opportunistically explore actions which improve it’s decision-making, increased employee turnover
profitability by partnering or via participating in industry and reduced motivation The remuneration structure is designed to align with
consolidation trends as and when they arise. business strategy and desired behaviours.
Biological During the past few years there have been a number The Group continues to work with suppliers and
risks of issues regarding the bee varroa mite incursion into encourage the relevant government agencies to
Australia as well as the heightened risk of Foot and establish the highest standards of prevention and
Mouth Disease (FMD) and also Lumpy Skin Disease mitigation in respect of biological threats.
(LSD). With the recently introduced restrictions
from Indonesia and Malaysian on importing cattle
from Australia due to potential Lumpy Skin
Disease infections.
These risks can impact supply of the raw materials
and may also impact Group’s ability to sell due to
restrictions, mainly in export markets.
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Risk Type Description of the risks How risks are managed Risk Type Description of the risks How risks are managed
Sustained External factors outside of the Group ‘s control, such The Group mitigates these risks by contingency planning Legal action Legal action arises from time to time in the normal The Group is conscious of the reputational and financial
disruption to as pandemics, disruption to supply chains, systemic as far as practicable, and its flexible model allows business activities of the Group. Litigation can arise impacts that can arise from litigation and takes all
operations utility failures or extreme weather events could management to quickly take appropriate action to react from commercial disputes between the Group and practical measures to manage potential or actual
resulting materially impact the Group ‘s business. to any such risks as they arise. its business partners, suppliers, employees and other legal disputes. This includes endeavouring to prevent
from external third parties, and government bodies for alleged or disputes from escalating, ensuring advice is taken on
The Group monitors the markets and geographic regions
factors actual failures to adhere to government regulations. matters to address a dispute, seeking to avoid the use
in which it distributes its products to assess the impacts of
of court processes and, where appropriate, having
any disruptions. Litigation can, at times take a long time to emerge,
insurance in place to limit the financial impact.
such that reputational and other negative impacts can
Doing The Group is exposed to a range of risks doing The Group seeks to manage these risks in a number be experienced in the present in respect of issues that The Group actively manages the communication
business business in international markets, particularly in or ways: are not contemporary matters. of disputes with the objective of minimising
in export China and Southeast Asian markets. Business • Employing experienced local personnel and working reputational impacts.
markets practices and local laws and regulations differ with long-established business partners and Litigation is costly and consumes board and
greatly from country to country. customers to assist, understand and navigate the management time and resources. It creates
reputational risk, brand damage and potential
There is also risk that changes in international local business environment in each market; liabilities for the Group, its Directors and Officers,
circumstances or policies could impact Australian • Ongoing monitoring for any adverse geopolitical, and employees.
exporters, or more specifically, the Group’s business and regulatory developments in each
ability to operate in its key markets which may market; Manufacturing Production and sale of the Group’s products rely on The Group seeks to manage these risks in a number
adversely affect the Group’s business operations • Ensuring business decisions, business partnerships disruption the continued operation of the Group’s manufacturing or ways:
and financial performance. and other contractual arrangements do not place facilities and consistent delivery of product volumes • Employing experienced personnel;
There are also personal risks to the Group’s employees or the Group at risk; to meet the Group’s contractual requirements and • Well-designed manufacturing plant and equipment;
demand growth.
employees operating in or travelling to these countries • Managing over reliance on one single customer • Well-designed operating systems; and
that can include arbitrary detention, criminal or civil or country by monitoring customer and country Any material disruption to key parts of the manufacturing
• Industry best practice in relation to maintenance
charges, or fines for alleged illegal business practices. limits; and or supply chain process may result in a failure to meet
and business continuity planning.
• Contracting with offshore buyers to take delivery contractual sales volumes, loss of sales and revenue,
of products within Australia as opposed to at the termination of contracts and business partnership Property and business interruption insurance is in
country of destination. agreements, litigation and reputation damage. place for operations.
Quality and The Group supplies a range of food products for The Group has measures in place to manage and Regulatory The Group may be the subject of regulatory The Group seeks to manage all its risks to avoid adverse
Food Safety human consumption. As a result, the Group is minimise food quality, packaging and safety risks investigations investigations that may result in an adverse impact events that may lead to regulatory investigations
inherently exposed to risks in the entire production using the latest technologies, including: and other on the Company and stakeholders. and other actions. The Group’s organisation structure
chain from receipt of ingredients through to dispatch • rigorous food safety and quality management action The outcomes of any such investigations can includes specific operational teams focused on financial,
to the end consumer. Risks can include food safety, systems, using the latest technologies, which are be litigation, civil or criminal prosecution and/or quality, workplace health and safety and people and
product or packaging quality and/or food integrity the subject of continuous review; lead to fines, compensation, remediation expense culture matters. The overall management of risk is
i mss au ye s re ( sin uc ltl u ind i in ng ju i rn yt e or rf e hr ae rn mce t ob y c oth ni sr ud m p ea rr st .ies) that • staff training and communication; a itsn d b/ uo sr in r ee ss st eri sc .tions on the Group’s ability to operate g To heve Rrn ise kd a b ny d t Ch oe m G pro liau np c’s e R Cis ok m M ma in tta eg ee hm ae s n ot v F er ra sm ighe tw oo fr k.
• reputable third-party suppliers and partners; operation of the Risk Management Framework and the
In addition, any food quality or safety incidents management of risk across the Group.
• compliance with food safety and standard laws and
may cause disruption to business activities, result
in increased costs, lead to potential litigation, and accreditation processes; and Technology This concerns the risk of a material cyber intrusion The Group uses reputable providers of security services
damage the Group’s reputation. • established food safety incident and product recall and Security which could severely disrupt operations or otherwise and regularly performs penetration testing. The group
policies and procedures (including trial runs). compromise critical information. is increasing its cyber education and compliance
testing to meet the changing cyber environment.
Noumi relies on internal resources and third party
technology providers to support its IT operations. A The Group has a Crisis Manual with a Cyber
cyber attack could disrupt operations and/or result in Response Plan.
unauthorised exposure of personal and commercial
data, potentially causing reputational damage.
Insurance Noumi maintains insurance coverage in respect of its Noumi structures its insurance program such that
risk business assets and operations. Some risks are not material risks closest to our customers and revenue are
able to be insured at acceptable prices. Insurance insured minimising the risk of unrecoverable financial
coverage may not be sufficient and if there is an event loss arising from disruptions in the terminal end of the
causing loss, it may be that not all financial losses will company’s supply chain, where significant investment
be recovered. is concentrated from a cost of production perspective.
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7. Information on Directors 9. Meetings of Directors
The Directors of Noumi in office at any time during the financial year and up to the date of this report together with information The number of meetings of the Company’s Board of Directors (‘Board’) and of each Board committee held during the year ended
on their qualifications and experience are set out on pages 40 to 41. Directors interest in Noumi’s shares and details of other 30 June 2023 and the number of meetings attended by each Director were:
directorship are set out below: Board Finance and Audit Risk and Compliance People & Culture
Committee Committee Committee
Attended Held Attended Held Attended Held Attended Held
Name: Ms Genevieve Gregor
Genevieve Gregor 10 10 6 6 4 4 2 2
Other current listed directorships: None
Tony Perich1 7 10 2 - 3 4 - -
Former listed directorships (last 3 years): None
Interests in shares: Indirect interest in 23,500 ordinary shares, 150,000 convertible Jane McKellar 10 10 6 6 4 4 2 2
notes and 7,291 listed options. Tim Bryan 10 10 5 6 3 4 2 2
Stuart Black2 10 10 6 6 4 4 2 -
Name: Mr Tony M. Perich AM Held: represents the number of meetings held during the time the Director held office.
Other current listed directorships: None
Notes:
Former listed directorships (last 3 years): None 1 Tony Perich attended two Finance and Audit Committee meetings as an observer.
2 Stuart Black attended two People and Culture Committee meetings as an observer.
Interests in shares: Indirect interest in 145,556,000 ordinary shares and 126,142,300 convertible notes
10. Remuneration Report (Audited)
Overview
Name: Mr Tim Bryan
This remuneration report for the year ended 30 June 2023 details the remuneration arrangements of the Key Management
Other current listed directorships: None
Personnel (KMP) of the Company in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations.
Former listed directorships (last 3 years): None This information has been audited as required by section 308(3C) of the Act.
Interests in shares: Indirect interest in 54,126 ordinary shares and 25,000 convertible notes
KMP are defined as those persons having authority and responsibility for planning, directing and controlling the major activities
of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Company. In the interests
of investors and stakeholders, this Remuneration Report sets out the design for the Company’s Executive KMP remuneration
Name: Ms Jane McKellar framework and governance in alignment with the Convertible Note arrangement and in support of stakeholder value creation.
Other current listed directorships: GWA Group Limited, McPhersons Limited and NRMA.
This remuneration report is presented under the following sections:
Former listed directorships (last 3 years): None
• 10.1 Key Management Personnel (KMP) in this Report
Interests in shares: Direct interest in 1,605 ordinary shares and 74,910 convertible notes.
• 10.2 KMP Remuneration Framework and Governance
• 10.3 KPIs and Balanced Scorecard – the Link Between Company Performance and Executive KMP Remuneration
• 10.4 Executive KMP Remuneration and STIP and LTIP outcomes
Name: Mr Stuart Black AM
• 10.5 Executive KMP Remuneration Tables
Other current listed directorships: Australian Agricultural Company Limited
• 10.6 Contractual Arrangements with Executive KMP at 30 June 2023
Former listed directorships (last 3 years): Palla Pharma Limited (appointed in 2016 and resigned in 2021)
• 10.7 Non-executive Director Remuneration
Interests in shares: Indirect interest in 25,000 convertible notes
10.1 Key Management Personnel (KMP) in this Report
The following persons acted as Directors and KMP of the Company during or since the beginning of FY23:
Notes:
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Name Position Period as KMP
‘Former directorships (last three years)’ quoted above are directorships held in the last three years for listed entities only and excludes directorships of all other Executive KMP
types of entities, unless otherwise stated.
Michael Perich Chief Executive Officer Full Year
8. Company secretary
Peter Myers Chief Financial Officer Full Year
Mr Justin Coss was appointed Group General Counsel and Company Secretary on 23 November 2020 and continues to perform
that role. Stuart Muir Chief Operations Officer Full Year
Non-executive Directors
Genevieve Gregor Chair and Independent Non-executive Director Full Year
Tony Perich AM Deputy Chair and Non-executive Director Full Year
Jane McKellar Independent Non-executive Director Full Year
Timothy Bryan Non-executive Director Full Year
Stuart Black AM Independent Non-executive Director Full Year
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10.2 KMP Remuneration Framework and Governance The executive incentive framework was reviewed in FY23 and remains unchanged.
The People and Culture Committee Charter states that: The executive incentive framework establishes the link between executive KMP incentives with the Company’s business plans and
objectives. It provides discrete performance measures for the STIP and LTIP in line with market practice. This framework ensures
The People and Culture Committee makes recommendations to the Board, in line with the Board Charter, to ensure that the
short-term performance is assessed against operational and financial metrics and long-term performance is assessed against
Company has effective remuneration policies and practices in order to attract and retain high calibre Directors, the CEO and KMPs
value creation.
for the Company.
The structure of the STIP and LTIP is targeted as follows:
Remuneration Principles
The Company remuneration strategy is designed to attract, engage, and retain talented people by aligning market competitive Features Description
remuneration with sustainable business performance.
Performance metrics The performance metrics align with the strategic priorities at both a Company and business unit level.
The People & Culture Committee reviews the performance measures, remuneration framework and associated guiding principles
once per annum, or more frequently if required for a specific purpose. Performance hurdles for the STIP and LTIP are set at the commencement of Year 1 of each
performance period. The STIP and LTIP are subject to discrete sets of performance metrics. Any
The objectives are to have a remuneration framework that: award which does not vest lapses immediately and is not retested.
• Aligns with shareholder/stakeholder value creation; Performance would be measured once over a one-year performance period for the STIP and LTIP.
• Aligns with strategy and goal achievement;
The general performance metrics for the KMP is that the performance would ordinarily be weighted
• Is clear and fit for purpose; across safety, quality, financial, operational and cultural metrics to create a balanced scorecard
• Attracts, retains, and motivates talented executives; approach to assess remuneration.
• Is always subject to Board discretion and approval in the interests of strong governance. Delivery of STIP STIP is paid in cash generally in the next financial year except CFO whose 50% STIP is deferred
and LTIP by 12 months.
Engagement of Independent Remuneration Advisors to the Board
During FY23, no independent remuneration advisors were engaged. The Company continues to operate under the remuneration LTIP can be awarded in cash and/or an equity instrument.
framework outlined in its FY22 Annual Report. The remuneration framework was endorsed by shareholders at the Annual General
A vesting period of a maximum of three years (“service period”) applies to the LTIP and is subject to
Meeting (AGM) on 18 November 2021 and the framework has not been changed since this endorsement as it is still believed to be
standard terms.
fit for purpose.
Board discretion The Board has discretion to adjust remuneration outcomes up or down to appropriately align outcomes.
KMP Remuneration Framework and Executive Incentive Structure
The following table illustrates the structure of the Company’s executive remuneration arrangements for the year ended 30 June 2023:
KMP Remuneration Mix
OBJECTIVE
Position Fixed Remuneration Short Term Incentive Plan Long Term Incentive Plan
Attract and retain (FR) - at target (STIP) – at target (LTIP) – at target
Motivate and reward outstanding performance Align to Shareholder returns
high calibre employees
25% of Potential 25% of Potential
Chief Executive Officer 50%
At risk remuneration (50% of Fixed Remuneration) (50% of Fixed Remuneration)
REMUNERATION Total Fixed
COMPONENT Remuneration Short-term incentive Long-term incentive 30% of Potential 20% of Potential
Chief Financial Officer 50%
plan (STIP) plan (LTIP) (60% of Fixed Remuneration) (40% of Fixed Remuneration)
Base salary, superannuation Cash or equity Assessed against Assessed against 19% of Potential 19% of Potential
and any ‘packaged’ benefits operational and value creation Chief Operating Officer 62% (30% of Fixed Remuneration) (30% of Fixed Remuneration)
Mechanism including FBT grossed up financial metrics
on a Total Employment Cost
In all cases the remuneration payable at target equals the maximum remuneration payable. No minimum Incentive provision applies.
(TEC) basis
This framework remains in place for FY24 without change. The Board has decided to issue an equity instrument to complement the cash
Reward for role size and Reward for Reward for Aligns remuneration of the
based Long Term Incentive Plan payments and this will be implemented in FY24 in support of stakeholder value creation.
complexity and external contribution to contribution to Company’s senior executives
Purpose and internal relativities achievement of achievement of with the long-term strategic Governance
business outcomes business outcomes goals of the company, as
Board discretion is exercised for performance-based awards, and the objectives are for:
and individual KPIs and individual KPIs well as retention
• Any STIP or LTIP payment to be approved by the Board and subject to audited accounts.
No link to Company Incentive is calculated Linked to achievement Linked to achievement of
performance although with a balance across of the Company’s the Company’s long-term • Both STIP and LTIP may be subject to malus and/or clawback in cases of employee misconduct including but not limited
reviewed annually with financial, non financial short-term goals as goals as mentioned in to fraud; gross misconduct; and solicitation of employee and/or customer for 12 months following termination. In addition,
Link to consideration given to and individual mentioned in STIP rules LTIP rules the LTIP may only be paid if the executive remains employed by the business and is not under notice, usually three years
Performance the performance of the performance metrics after the LTIP is initially granted.
Company and business unit
in the remuneration review
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10.3 KPIs and Balanced Scorecard – the Link Between Company Performance and Executive KMP Remuneration 10.4 Executive KMP Remuneration and STIP and LTIP outcomes
STIP and LTIP performance measures are designed to support stakeholder value creation and to drive the Company’s financial, In assessing the KMP, a review of the roles performed by KMP is undertaken by the People and Culture Committee and Board.
operational and cultural transformation in the short, medium and long term. This review takes into consideration KMP ability to plan, direct and control the principle activities of the Company.
The design for the Executive KMP STIP and LTIP enables an arrangement where metrics would not be replicated between short- The statutory disclosures required by the Corporations Act 2001, as amended, and its regulations are set out below.
term and long-term incentives to avoid the potential for “double dipping” on performance outcomes. The objective is for each
The tables below set out the total cash value of remuneration realised for the KMP and provide shareholders with details of the
metric to be assessed individually, with threshold, target, and stretch outcomes paid on each line item in the scorecard and subject
amount received/receivable during the year. These earnings include cash salary, and where applicable, other benefits, Directors’
to the achievement of minimum gateways. The Company has adopted the balanced scorecard framework to set performance
fees, bonus, superannuation and the value of shares issued to, or acquired on behalf of KMP following the vesting and exercise of
targets and measure performance, with KPIs adopted across the following metrics:
options during the financial year.
• Financial (50% of target): Includes cash conversion, EBITDA, NPAT and return on assets.
• Non-Financial (50% of target): Includes safety and quality targets, customer service and employee engagement. 10.5 Executive KMP Remuneration Tables
Statutory disclosures are as follows:
Independence
The Board is satisfied that any recommendations on the remuneration framework as adopted by the People and Culture Short Term Benefits Post- Long Term Long Term
Committee and the Board in FY23 and as carried through to FY24 were made free from undue influence from any member of the employment Benefits incentives
KMP to whom the recommendations related. benefits Performance
related
Executive KMP FY2023 Salary Leave Short Term Super- Long Service Cash (paid Total proportion
Performance
$ benefits $ Incentives $ annuation $ Leave $ in 3 yrs) $ $ (variable) %
For the period up to 30 June 2023, KMPs received fixed annual remuneration and variable performance-based remuneration in the
Key Management Personnel:
form of cash linked to key milestones achieved by the business. These key milestones included variable remuneration awards to
KMP who have contributed significant effort and expertise to the performance of the organisation during challenging conditions Michael Perich1 743,343 8,024 - 25,292 - - 776,659 -
for the Company. The tables below provide the notations regarding any such Executive KMP awards.
Peter Myers2,3,4 550,054 34,717 165,826 25,292 - 42,115 818,004 25
The earnings of the Company for the five years to 30 June 2023 are summarised below:
Stuart Muir2,4,5 433,369 5,110 138,678 25,292 - 62,043 664,492 30
2023 20221 20211 2020 restated 2019 restated 1,726,766 47,851 304,504 75,876 - 104,158 2,259,155
$’000 $’000 $’000 $’000 $’000
Net sales revenue 551,561 522,340 547,294 516,651 461,768 Notes:
1 While CEO performance and accountability remains aligned with the business performance metrics of the Company, the Chief Executive Officer, Michael Perich,
Adjusted Operating EBITDA2 30,379 7,325 22,541 (53,988) (88,482) elected not to participate in the STIP and LTIP in FY22 and FY23.
2 STIP and LTIP amounts for FY23 were awarded at Board discretion having regard to improved financial and operational performance.
Loss after income tax (46,905) (160,742) (38,634) (136,361) (145,827) 3 The STIP amount awarded to Peter Myers was $331,652, representing a 100% payout post confirmation of audited accounts. The STIP is subject to a 1-year service
period being met and hence an amount of $165,826 being the component attributable to FY23 service is recorded.
4 In FY23, the LTIP amounts awarded to Peter Myers and Stuart Muir are: $168,458 and $110,942 respectively, representing a 80% payout post confirmation of audited
Notes:
accounts. The LTIP is subject to the 3-year service period being met and hence amounts of $42,115 and $27,735 being the component attributable to FY23 service
1 Earnings from continuing operations.
are recorded.
2 Adjusted for non-trading and non-recurring items (including restructuring costs, product recall claim and unrealised foreign exchange loss), pre AASB 16. It is a
5 In FY22, the LTIP amount awarded to Stuart Muir was: $137,230, representing a 100% payout post confirmation of audited accounts. The LTIP was subject to the
non-IFRS measure as contemplated in ASIC Regulatory Guide 230 Disclosing non-IFRS financial information (RG230). Operating EBITDA is a term defined in the
3-year service period being met and hence an amount of $34,308 being the component attributable to FY23 service is recorded.
offer letters to employees which is used by management and Directors as a key measure of assessing the financial performance of the Company and individual
segments. The Operating EBITDA is equivalent to the Adjusted Operating EBITDA as set out in the Directors’ report excluding AASB16 adjustments i.e. Adjusted No share options were awarded or exercised in the period, however, the introduction of an equity instrument for Long Term
Operating EBITDA (pre-AASB16).
Incentive Plan payments to complement the cash based Long Term Incentive Plan will be implemented in FY24 in support of
stakeholder value creation.
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10.5 Executive KMP Remuneration Tables (cont.) In addition to the grant of options to KMP, the Board has decided to grant a further 5.2m options to four other senior executives on
identical terms to those options to be granted to KMP.
Short Term Benefits Post- Long Term Long Term
employment Benefits incentives The non-cash expense to be recorded in the Company’s accounts will depend on the Company’s share price on the day of the grant
benefits Performance as well as, the associated change in other assumptions in the fair value of the options on the day of the grant. The fair value of the
related options for this purpose will be independently valued and reported in the FY24 Remuneration report. The proposal is to grant to KMP
Executive KMP FY2022 Salary Other Short Term Super- Long Service Cash (paid Total proportion 7.0m share options of which 3.2m share options is proposed to be granted to Mr Michael Perich. The indicative fair value of share
$ benefits $ Incentives $ annuation $ Leave $ in 3 yrs) $ $ (variable) % options issued to KMP (to be recognised over a 3-year period) of $386,000 ($129,000 per annum) has been estimated using the black
Key Management Personnel: scholes option pricing model assuming a share price of 12 cents per share, exercise price of 17 cents per share, and volatility of 80%.
The above fair value is indicative, and the actual assumptions may vary based on market conditions at the grant date or in the case
Michael Perich1 739,584 - - 23,568 - - 763,152 -
of Mr Michael Perich at the time the shareholder approval is obtained.
Josée Lemoine2,3 555,962 - - 23,568 - (45,000) 534,530 -
Executive KMP shareholdings
Peter Myers 116,084 - - 5,892 - - 121,976 - The number of shares in the Company held during the financial year by each Executive KMP of the Company, including their
Stuart Muir4 452,239 - - 23,568 - 34,308 510,115 20 related parties, is set out below:
1,863,869 - - 76,596 - (10,692) 1,929,773 Balance at the Received on Dividend Other Balance at the
start of the year exercise of options reinvestment plan changes end of the year
Notes:
Number of ordinary shares
1 While CEO performance and accountability remains aligned with the business performance metrics of the Company, the Chief Executive Officer, Michael Perich,
elected not to participate in the STIP and LTIP in FY21 and FY22. Michael Perich has again elected not to participate in the STIP and LTIP scheme for FY23.
Michael Perich1 145,556,000 - - - 145,556,000
2 Eligible termination payments.
3 The LTIP amount awarded to Josée Lemoine in FY21 lapsed during FY22 as the condition for 3-year service period was not met.
Stuart Muir 194,117 - - - 194,117
4 LTIP amounts for FY22 were awarded at Board discretion given market challenges relating to COVID-19, as well as supply chain and inflationary pressures
caused by global economic conditions. Significant progress was made but was somewhat diluted by these external challenges and therefore, the Board endorses
145,750,117 - - - 145,750,117
discretionary award of LTIP under the plan rules for FY22 in the interests of retaining Executive KMP talent. The LTIP amount awarded to Stuart Muir is: $137,230
LTIP (present value of $120,413), representing a 100% payout post confirmation of audited accounts. The LTIP is subject to the 3-year service period being met and
hence an amount of $34,308 being the component attributable to FY22 service is recorded. Notes:
1 Michael Perich is a Director of Arrovest Pty Limited, an entity holding a direct interest in the Company
FY24 Share Options Plan
Balance at the Notes acquired Notes converted Other changes Balance at the
Directors have decided that it remains appropriate to continue to satisfy any FY23 LTIP entitlements in cash (noting that less
start of the year end of the year
than 100% of LTIP entitlements will be awarded in respect of FY23) because of the uncertainties that may impact the value of the
Company’s Ordinary Shares that are beyond management’s control, including any consequences of the ASIC proceedings, the Number of convertible notes1
Class Action proceedings, and the repayment or conversion options available to Convertible Noteholders which may impact the
Michael Perich2 126,142,300 - - - 126,142,300
value of Ordinary Shares.
126,142,300 - - - 126,142,300
Since a cash only based LTIP means there is no direct link between performance and equity and Convertible Noteholder returns,
Directors have decided that this should be addressed by a grant of share options. This will provide the KMP with a direct alignment Notes:
between improving Company performance and share price. 1 Refer to note 26 of the consolidated financial statements.
2 Michael Perich is a Director of Arrovest Pty Limited, an entity holding a direct interest in the Company.
The vesting conditions are linked to continued service of the participant for three years. It is intended that the options will be
issued with an exercise price 45% higher than the share price at the time of grant, so the options will only provide a benefit to
the recipients if the Company’s share price increases significantly above the share price at the time of the grant. Accordingly, no
performance hurdles are proposed.
Directors have made no decision as to whether further grants will be made.
The proposed issuance of options to the CEO, Mr Michael Perich, is subject to Shareholder approval, which will be sought at the
Company’s 2023 Annual General Meeting. Apart from the Shareholder approval, the proposed grant to Mr Perich will be on the
same terms as the options proposed to be granted to other KMP.
The options (other than those subject to Shareholder approval) are proposed to be granted on or around the 9th September 2023.
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10.6 Contractual Arrangements with Executive KMP at 30 June 2023 10.7 Non-executive Director Remuneration
The maximum aggregate amount of fees that can be paid to Non-executive Directors is subject to approval by shareholders at an
Component CEO Description CFO Description COO Description Annual or Extraordinary General Meeting. Total fees for all Non-executive Directors, last voted upon by shareholders at the 2019
AGM was not to exceed $1,050,000 in total. To align Director interests with shareholder/stakeholder interests, the Directors are
Fixed remuneration $768,635 $575,346 $458,661
encouraged to hold shares in the Company.
Contract type Executive Service Agreement Ongoing Executive Service Ongoing Executive Service
Non-executive Directors do not receive performance-related remuneration. Directors’ fees cover all typical Board activities including
Agreement Agreement
Committee Fees. Other than contributions towards superannuation funds, there are no termination or retirement benefits available
to Non-executive Directors. From time to time, the Board may deem it appropriate for Non-executive Directors to receive Company
Notice by individual / 12 weeks 12 weeks 12 weeks
securities or exertion payments as consideration for work performed over-and-above the typical duties of a Director. From time to
company
time, the Board may deem it be acceptable for past Directors to be engaged and paid as consultants to assist the Company.
Termination of CEO has elected not to participate in In order to be entitled to In order to be entitled to
employment the Executive KMP Incentive scheme incentives, the KMP must be incentives, the KMP must be Short Term Benefits Post-employment benefits
(without cause) for FY21, FY22 and FY23. employed, and not serving employed, and not serving
Non-Executive Director’s Committee Short Term Superannuation Total
Should the CEO participate in future a period of notice, when the a period of notice, when the Directors FY23 Fees $ Chair Fee $ Incentives $ $ $
payment is due and paid. payment is due and paid.
financial years: Genevieve Gregor 226,245 - - 23,755 250,000
The incentives will not be The incentives will not be
In order to be entitled to incentives, paid on a pro rata basis. paid on a pro rata basis. Tony Perich AM 158,372 - - 16,628 175,000
the KMP must be employed, and
The Board has the sole The Board has the sole Jane McKellar 126,697 9,091 - 14,258 150,046
not serving a period of notice, when
discretion to vary the terms discretion to vary the terms
the payment is due and paid. The of the incentive plans. of the incentive plans. Tim Bryan 126,697 9,091 - 14,258 150,046
incentives will not be paid on a pro
Stuart Black AM 126,697 9,091 - 14,258 150,046
rata basis.
764,708 27,273 - 83,157 875,138
The Board has the sole discretion to
vary the terms of the incentive plans.
Short Term Benefits Post-employment benefits
Termination of CEO has elected not to participate in No incentive payment will No incentive payment will
employment (with cause the Executive KMP Incentive scheme be paid if, on the due date be paid if, on the due date Non-Executive Director’s Committee Short Term Superannuation Total
or by the individual) for FY21, FY22 and FY23. for payment, the Executive’s for payment, the Executive’s Directors FY22 Fees $ Chair Fee $ Incentives $ $ $
employment has ended or employment has ended or Genevieve Gregor 227,273 - - 22,727 250,000
Should the CEO participate in future
the Executive has given or the Executive has given or
financial years: Tony Perich AM 159,091 - - 15,909 175,000
has been given notice of has been given notice of
No incentive payment will be paid termination of employment. termination of employment. Jane McKellar 127,273 9,091 - 13,636 150,000
if, on the due date for payment, the
The Executive is not entitled The Executive is not entitled Tim Bryan 127,273 9,091 - 13,636 150,000
Executive’s employment has ended
to any pro rata payment to any pro rata payment
or the Executive has given or has under an incentive scheme if under an incentive scheme if Stuart Black AM 127,273 9,091 - 13,636 150,000
been given notice of termination of
employment. the Executive’s employment the Executive’s employment 768,183 27,273 - 79,544 875,000
terminates for any reason. terminates for any reason.
The Executive is not entitled to any
All payments under All payments under
pro rata payment under an incentive
the Incentive Plans are the Incentive Plans are
scheme if the Executive’s employment
subject to malus and/or subject to malus and/or
terminates for any reason.
clawback, as determined clawback, as determined
All payments under the Incentive by the Company in its by the Company in its
Plans are subject to malus and/ sole discretion, in cases of sole discretion, in cases of
or clawback, as determined by the employee misconduct. employee misconduct.
Company in its sole discretion, in
cases of employee misconduct.
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10.7 Non-executive Director Remuneration (cont.) Balance at the Notes acquired Notes converted Other changes Balance at the
start of the year during the year end of the year
FY24 Share Options Plan
Number of convertible notes1
Having regard to ongoing additional contributions required by Non-executive Directors in respect of the turnaround of the
Company, which requires Directors to contribute disproportionately compared to typical circumstances, including in relation Tony M. Perich AM2 126,142,300 - - - 126,142,300
to certain historical issues (including the ASIC and Class Action proceedings), and in the interest of preserving cash, the Board
Genevieve Gregor 150,000 - - - 150,000
considers it appropriate to recognise this contribution with an exertion payment in the form of a grant of share options.
Jane McKellar 74,910 - - - 74,910
In accordance with the ASX Listing Rules, the issue of options to the Non-executive Directors will be subject to shareholder approval
at the Company’s 2023 Annual General Meeting but is otherwise proposed to be issued on the same terms as the options proposed Tim Bryan 25,000 - - - 25,000
to be granted to KMP. The options will be issued with an exercise price 45% higher than the share price at the time of the grant of
Stuart Black AM 25,000 - - - 25,000
the KMP options and will only provide a benefit to the recipients if the Company’s share price increases significantly over the share
price at the time of the KMP grant. 126,417,210 - - - 126,417,210
The Directors believe that structuring the benefit as share options will assist the alignment of the Directors remuneration with
Notes:
Company performance and share price. 1 Refer to note 26 of the consolidated financial statements.
2 Tony M. Perich is Director of Arrovest Pty Limited, an entity holding direct interest in the Company..
Consistent with recommendation 8.2 of the ASX Corporate Governance Principles (4th Edition), the options will not be subject to
any performance hurdles, with vesting condition linked to continued service of the Directors for three years.
Balance at the Options acquired Options exercised Other changes Balance at the
The non-cash expense to be recorded in the Company’s accounts for the share options to be granted to Non-executive Directors start of the year during the year end of the year
(subject to shareholder approval) will depend on the Company’s share price at the time shareholder approval is obtained as well Number of listed options
as, the associated change in other assumptions in the fair value of the options on the day of the grant. The fair value of the options
will be independently valued and reported in the FY24 Remuneration report. The proposal is to grant to Non-executive Directors Genevieve Gregor 7,291 - - - 7,291
a total of 3.7m share options. The indicative fair value of share options issued to Non-executive Directors (to be recognised over 7,291 - - - 7,291
a 3-year period) of $202,000 ($67,000 per annum) has been estimated using the black scholes option pricing model assuming a
share price of 12 cents per share, exercise price of 17 cents per share, and volatility of 80%. The above fair value is indicative, and
the actual assumptions may vary based on market conditions at the time the shareholder approval is obtained.
Non-executive Director shareholdings
The number of shares in the Company held during the financial year by each Non-executive Director of the Company, including
their personally related parties, is set out below: This completes the audited remuneration report.
Balance at the Received on Dividend Other changes Balance at the
start of the year exercise of options reinvestment plan during the year end of the year
Number of ordinary shares
Tony M. Perich AM1 145,556,000 - - - 145,556,000
Genevieve Gregor 23,500 - - - 23,500
Jane McKellar 1,605 - - - 1,605
Tim Bryan 54,126 - - - 54,126
145,635,231 - - - 145,635,231
Notes:
1 Tony M. Perich is Director of Arrovest Pty Limited, an entity holding direct interest in the Company.
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Directors’ Report Auditor’s Independence Declaration
11. Indemnity and insurance of Officers
Under the Company’s Constitution, to the maximum extent permitted by law, the Company indemnifies the Officers and former
Officers of the Company against all losses, liabilities, costs, charges and expenses incurred by the Officer in the execution of the
officer’s duties as an Officer of the Company.
The Company has entered a Deed of Access and Indemnity with each of its Directors and Officers (each an Officer). This Deed:
• indemnifies the Officer to the maximum extent permitted by law against liabilities incurred by the Officer arising from the
person’s position as an Officer of the Company;
• requires the Company to maintain, and pay the premium for, a D&O insurance policy in respect of the Officer; and Lead Auditor’s Independence Declaration under
• provides the Officer access to books of the Company for a purpose permitted by the Deed.
During the financial year, the Group paid premiums to insure each of the Officers against liabilities for costs and expenses incurred
by them in defending any legal proceedings arising out of their conduct while acting in the capacity of an Officer of the Group. The Section 307C of the Corporations Act 2001
contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not, during the financial year, in respect of any person who is or has been an Officer of the Company, indemnified
or agreed to indemnify that person in respect of any liability described in section 199A(2) or (3) of the Corporations Act 2001.
To the Directors of Noumi Limited
12. Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the I declare that, to the best of my knowledge and belief, in relation to the audit of Noumi Limited for the
Company or any related entity against a liability incurred by the auditor. financial year ended 30 June 2023 there have been:
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or i. no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
any related entity.
ii. no contraventions of any applicable code of professional conduct in relation to the audit.
13. Proceedings on behalf of the Company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of
the Company for all or part of those proceedings.
14. Non-audit services
No amounts were paid or are payable to the auditor for non-audit services provided during the financial year (refer note 42 to the KPMG Julie Cleary
consolidated financial statements).
Partner
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm
Sydney
on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
29 August 2023
The Directors are of the opinion that the services as disclosed in Note 43 to the consolidated financial statements do not
compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed
and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
• the non-audit services provided do not undermine the general principles relating to auditor independence as set out in the Code
of Conduct APES 110 Code of Ethics for Professional Accountants issued by The Accounting Professional & Ethical Standards
Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the
company, acting as advocate for the company or jointly sharing economic risks and rewards.
15. Rounding of amounts
The Group is of a kind referred to in Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191, dated 24 March 2016 and in accordance with that Corporations Instrument amounts in the
Directors’ Report are rounded off to the nearest thousand dollars, unless otherwise indicated.
16. Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 75.
This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms
On behalf of the Directors affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG
name and logo are trademarks used under license by the independent member firms of the KPMG global organisation.
Liability limited by a scheme approved under Professional Standards Legislation.
Genevieve Gregor | Chair
29 August 2023, Sydney
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Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023 For the year ended 30 June 2023
Notes Consolidated Notes 2023 2022
Cents Cents
2023 2022
$’000 $’000 Earnings per share for loss from continuing operations attributable to the
owners of Noumi Limited
Revenue from sale of goods 4 551,561 522,340
Basic earnings per share 8 (16.93) (58.13)
Cost of sales (416,793) (423,922)
Diluted earnings per share 8 (16.93) (58.13)
Gross profit 134,768 98,418
Other income 5 1,166 22,754
Earnings per share for profit from discontinued operations attributable to the
Other expense 5 (41,781) (4,683)
owners of Noumi Limited
Selling and marketing expenses (26,145) (27,536)
Basic earnings per share 8 - 0.13
Distribution expenses (49,033) (45,891)
Diluted earnings per share 8 - 0.13
Product development expenses (2,073) (2,038)
Administrative expenses 6 (35,711) (38,861)
Earnings per share for loss attributable to the owners of Noumi Limited
Net finance costs 6 (19,893) (17,449)
Basic earnings per share 8 (16.93) (58.00)
Impairment of non-financial assets 6 (8,235) (95,688)
Diluted earnings per share 8 (16.93) (58.00)
US litigation settlement related expenses - (55,621)
Expected credit losses 10 28 (260)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
Share of profits of associates accounted for using the equity method - 294 accompanying notes
Loss before income tax benefit from continuing operations (46,909) (166,561)
Income tax benefit 7 4 5,466
Loss after income tax benefit from continuing operations (46,905) (161,095)
Profit after income tax expense from discontinued operations - 353
Loss after income tax benefit for the year attributable to
(46,905) (160,742)
the owners of Noumi Limited
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Fair value changes of convertible notes 26, 32 (2,932) 15,509
Income tax on fair value changes of convertible notes 7, 29 - (4,653)
Fair value changes of a financial asset at fair value through other comprehensive income 13, 32 (4,702) -
Items that may be reclassified subsequently to profit or loss
Foreign currency translation 32 7 (618)
Other comprehensive income for the year, net of tax (7,627) 10,238
Total comprehensive income for the year attributable
(54,532) (150,504)
to the owners of Noumi Limited
Total comprehensive income for the year is attributable to:
Continuing operations (54,532) (150,857)
Discontinued operations - 353
(54,532) (150,504)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
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Consolidated Statement of Financial Position Consolidated Statement of Cash Flows
As at 30 June 2023 For the year ended 30 June 2023
Notes Consolidated Notes Consolidated
2023 2022 2023 2022
$’000 $’000 $’000 $’000
Assets Cash flows from operating activities
Current assets
Receipts from customers (inclusive of GST) 562,796 521,522
Cash and cash equivalents 9 18,560 16,210
Trade and other receivables 10 50,595 57,284 Payments to suppliers and employees (inclusive of GST) (527,584) (515,541)
Inventories 11 54,036 53,026 35,212 5,981
Derivative financial instruments - 1,342
Payments for US litigation settlement expenses (10,241) (31,828)
Prepayments 3,983 3,288
Payments for litigation related expenses (1,885) (2,857)
Other financial assets 17 7,125 -
134,299 131,150 Interest received 418 586
Assets classified as held for sale 12 - 29,651 Interest on AASB 16 lease liabilities paid (10,002) (9,523)
Total current assets 134,299 160,801
Other interest and finance costs paid (9,198) (7,279)
Non-current assets
Financial assets at fair value through other comprehensive income 13 743 5,857 Income taxes refund received 7 4 4,061
Property, plant and equipment 14 162,183 183,286 Net cash from/(used in) operating activities 40 4,308 (40,859)
Right of use assets 15 55,341 63,218 Cash flows from investing activities
Intangibles 16 6,477 6,647
Payments for property, plant and equipment 41 (3,719) (6,015)
Prepayments 238 319
Other financial assets 17 18,665 - Payments for intangibles 41 (638) -
Total non-current assets 243,647 259,327 Payments for other financial assets - term deposit 17 (24,807) -
Total assets 377,946 420,128
Proceeds from disposal of assets classified as held for sale 12 29,343 -
Liabilities
Proceeds from other financial assets - term deposit 17 1,676 -
Current liabilities
Trade and other payables 18 59,534 67,994 Proceeds from disposal of property, plant and equipment 41 365 -
Payable to related parties 18 996 2,554 Proceeds from disposal of a discontinued operation - 2,087
Lease liabilities 19 3,737 1,243
Net cash from/(used in) investing activities 41 2,220 (3,928)
Bank borrowings 20 24,524 24,743
Income tax payable 3,248 3,248 Cash flows from financing activities
Employee benefit obligations 21 5,841 6,105 Payment of share option issue costs - (331)
Provisions 22 526 9,351
Payments for transaction costs related to issue of convertible notes (20) (904)
Other financial liabilities 23 6,787 6,532
Proceeds from issue of convertible notes 26 - 27,024
Total current liabilities 105,193 121,770
Non-current liabilities Proceeds from revolver financing facilities 25 11,000 17,000
Lease liabilities 24 89,359 96,501 Repayments of bank borrowings 41 (12,645) (11,327)
Bank borrowings 25 77,901 79,462
Repayment of leases 41 (2,513) (2,133)
Convertible notes 26 295,478 253,060
Employee benefit obligations 27 1,362 1,074 Net cash (used in)/from financing activities 41 (4,178) 29,329
Other financial liabilities 28 12,196 17,272 Net increase/(decrease) in cash and cash equivalents 2,350 (15,458)
Total non-current liabilities 476,296 447,369
Cash and cash equivalents at the beginning of the financial year 16,210 31,668
Total liabilities 581,489 569,139
Cash and cash equivalents at the end of the financial year 9 18,560 16,210
Net liabilities (203,543) (149,011)
Equity
Refer to note 41 for non-cash investing and financing activities.
Issued Capital 30 598,712 598,712
Reserves 32 (57,767) (50,140) The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
Accumulated losses (744,488) (697,583)
Total equity (203,543) (149,011)
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
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Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements | 30 June 2023
For the year ended 30 June 2023
Issued capital Reserves Accumulated losses Total equity Note 1. General information
$’000 $’000 $’000 $’000
The financial statements of Noumi Limited (“Group” or “Company”) for the year ended 30 June 2023 were authorised for issue
Consolidated in accordance with resolution of Directors on 29 August 2023. The Directors have the power to amend, restate and reissue the
financial statements.
Balance at 1 July 2021 598,712 (60,378) (536,841) 1,493
Noumi Limited is a Company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX).
Loss after income tax benefit for the year - - (160,742) (160,742)
The Company is trading under the symbol ‘NOU’. The Company’s share options are also trading on ASX under the symbol ‘NOUO’.
Other comprehensive income for the year, net of tax - 10,238 - 10,238
The nature of the operations and principal activities of the Group are described in note 3. Discontinued operations’ results are
Total comprehensive income for the year - 10,238 (160,742) (150,504) shown on one line in the Statement of profit or loss for both FY23 and FY22 with the results of the continuing operations reflected
above that line. Both the Statement of financial position and cash flows reflect the consolidated results.
Balance at 30 June 2022 598,712 (50,140) (697,583) (149,011)
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out either in the
Issued capital Reserves Accumulated losses Total equity
respective notes or below. These policies have been consistently applied to all the years presented in the consolidated financial
$’000 $’000 $’000 $’000
statements, unless otherwise stated.
Consolidated
The following accounting policies have been adopted in the preparation and presentation of the consolidated financial statements.
Balance at 1 July 2022 598,712 (50,140) (697,583) (149,011)
(a) Statement of compliance
Loss after income tax benefit for the year - - (46,905) (46,905)
These consolidated financial statements are general purpose financial statements which have been prepared in accordance with
Other comprehensive income for the year, net of tax - (7,627) - (7,627) the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial
statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial
Total comprehensive income for the year - (7,627) (46,905) (54,532)
statements, the Company is a for-profit entity. Accounting Standards refers to Australian Accounting Standards. Compliance with
Balance at 30 June 2023 598,712 (57,767) (744,488) (203,543) Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with
International Financial Reporting Standards (‘IFRS’).
(b) Basis of preparation
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
The consolidated financial statements of the Group have been prepared as a going concern on the historical cost basis, except for
certain non-current assets and financial instruments measured at fair value or revalued amount. Cost is based on the fair values of
the consideration given in exchange for assets.
The Company is of the kind referred to in the Australian Securities and Investments Commission Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191, relating to the “rounding off” of amounts and in accordance with that Instrument, the
amounts in the consolidated financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.
The consolidated financial statements are presented in Australian dollars.
Going concern
The Group has prepared the consolidated financial statements for the year ended 30 June 2023 on the going concern basis,
which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary
course of business.
Financial results
The Group made a loss after tax of $46.9m (FY22: loss of $160.7m). Net cash inflows from operating activities were $4.3m (FY22:
outflows of $40.9m) which includes payments for US litigation settlement of $10.2m (FY22: payments of $31.8m). As set out in the
operating segment note (note 3), operating results improved during FY23 compared to the prior year.
Financial Position
At 30 June 2023, the Group had net current assets of $29.1m (FY22: net current assets of $39.0m). The reduction in net current assets
was impacted by the realisation in FY23 of the asset held for sale, with $18.7m of the proceeds invested in a non-current term deposit.
At 30 June 2023, the Group had net liabilities of $203.5m (FY22: net liabilities of $149.0m) which includes $295.5m (FY22: $253.1m)
in respect of convertible notes that are carried at fair value. The convertible notes will cease to be a liability in the event of the
conversion of the notes into equity or upon repayment (refer to note 26).
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 2. Significant accounting policies (cont.) (c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of Noumi Limited and entities controlled by the Group
Future financial performance
and its subsidiaries‘ (‘the Group’). The Group controls an entity when:
At 30 June 2023, the Group’s available cash position was $18.6m, plus an undrawn revolving credit facility of $18.0m. The undrawn
revolving credit facility along with available cash balance, forecast operating cash flows and debtor financing facilities, are considered • it has power over the investee;
by management and the Directors to provide the Group with sufficient liquidity for the day-to-day operations of the business for a • is exposed, or has rights, to variable returns from its involvement with the investee; and
period of at least 12 months from the date of this financial report, based on current market conditions and expectations. • has the ability to use its power to affect its returns.
Included in the FY24 budget are further operating and margin improvements including the full year effect of price rises in the The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss and
plant-based milks business, as well as price rises in the dairy and nutritionals business to offset the impact of increase in farmgate comprehensive income from the date on which the Company obtains control and until such time as the Company ceases to control
milk prices in FY24. In addition, litigation and restructuring costs are forecast to reduce in FY24. such entity.
Litigation – Class Actions Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with
Two Class Actions were filed against the Company in respect of alleged breaches of the Corporations Act 2001, the Australian those used by other members of the Group.
Securities and Investments Commission Act and Australian Consumer Law. Those proceedings were consolidated in or around
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
November 2021 by order of the Court, with a consolidated statement of claim filed on 16 December 2021. The Group is defending the
litigation and has engaged legal counsel to assist in doing so. Pleadings have closed in the consolidated proceeding and the parties The amounts attributable to the non-controlling interests are not separately disclosed as the financial statements are rounded to
are engaged in the process of discovery which is currently scheduled to be completed in 2023. No evidence has been filed nor have the nearest thousand dollars under Australian Securities and Investments Commission Corporations Instrument 2016/191.
the plaintiffs quantified their claims as yet, so the proceeding is still in its early stages. Based on the information available at the date
Associates are all entities over which the Group has significant influence but not control or joint control. Significant influence is
of this report, the Company cannot determine the likely outcomes and potential financial impact.
the power to participate in the financial and operating policy decisions of the Company and usually exists where the Group holds
Litigation – ASIC Proceedings between 20% and 50% of the voting rights or representation on the Board of Directors. Investments in associates are accounted
for using the equity method of accounting after initially being recognised at cost.
ASIC commenced civil penalty proceedings on 24 February 2023 against Noumi and two of the Company’s former officers in the
Federal Court of Australia in relation to alleged historic breaches of continuous disclosure obligations. The proceedings concerns Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the
alleged failures to disclose material information to the ASX regarding the value of Noumi’s inventories in its Financial Report Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other
for the full year ended 30 June 2019 (FY19) and in its Financial Report for the half year ended 31 December 2019 (H1 FY20); and comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint
additionally regarding the value of Noumi’s inventories, reported sales revenue, gross profit and profit before tax in its H1 FY20 ventures are recognised as a reduction in the carrying amount of the investment.
Financial Report. ASIC is seeking declarations that, during the period from 29 August 2019 to 25 May 2020, Noumi contravened
section 674(2) of the Corporations Act 2001, and orders for civil penalties and costs. The Company has filed its defence admitting, Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the
on a qualified basis, alleged breaches of its continuous disclosure obligations in connection with FY19 and H1 FY20 financial reports Group’s interest in these entities. Unrealised losses on intercompany transactions are also eliminated unless the transaction
based on information that was known, or should have been known, by the former officers. The statement of claim does not detail provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been
the quantum of any penalties sought by ASIC and in light of amendments to the penalties framework under the Corporations Act changed where necessary to ensure consistency with the policies adopted by the Group.
2001, there is an absence of any applicable decided cases on civil penalties by which the Company can estimate the quantum.
(d) Business combinations
Based on the information available at the date of this report, the Company cannot determine the quantum of any liability arising.
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or
No liability has been recognised in the consolidated financial statements for any compensation, penalties and/or costs for other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
which the Company may be liable in either of these litigations, other than for legal costs incurred as at 30 June 2023. Due to the
uncertainty surrounding the outcomes of the above litigations, the quantum of compensation, penalties and/or costs for which • fair values of the assets transferred
the Group may be liable, and whether the Group will have access to sufficient funds to pay these amounts, a material uncertainty • liabilities incurred to the former owners of the acquired business
exists which may cast significant doubt on the Group’s ability to continue as a going concern and therefore whether it may be able • equity interests issued by the group
to realise its assets and discharge its liabilities in the normal course of business. • fair value of any asset or liability resulting from a contingent consideration arrangement, and
Notwithstanding the above, based on the current information and actions being taken, the Directors consider that it is appropriate • fair value of any pre-existing equity interest in the subsidiary.
for the financial report to be prepared on a going concern basis.
The excess of the:
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded
• consideration transferred
asset amounts or to the amounts and classification of liabilities that may be necessary should the Group be unable to continue as
• amount of any non-controlling interest in the acquired entity, and
a going concern.
• acquisition-date fair value of any previous equity interest in the acquired entity
New and amended Accounting Standards and Interpretations adopted by the Group
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
The Group has applied the following standards and amendments for the first time for the annual reporting period commencing
the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.
1 July 2022:
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present
• AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a
[AASB 1, AASB 3, AASB 9, AASB 116 and AASB 141] similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
The amendments listed above did not have any significant impact on the amounts recognised in prior periods and are not
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
expected to significantly affect the current or future periods.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity
interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement
are recognised in profit or loss.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the
assets, liabilities and contingent liabilities recognised.
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 2. Significant accounting policies (cont.) Debt instruments
The measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow
(e) Foreign currency
characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
Transactions, assets and liabilities denominated in foreign currencies are translated into Australian dollars at reporting date using
the following applicable exchange rates: • Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss
Foreign currency amount Applicable exchange rate
and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as
Transactions Date of the transaction
separate line item in the statement of profit or loss.
Monetary assets and liabilities Reporting date
Non-monetary assets and liabilities carried at fair value Date fair value is determined • FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows
represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through
OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are
Foreign exchange gains and losses resulting from translation are recognised in the statement of profit or loss and other
recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI
comprehensive income, except for qualifying cash flow hedges which are deferred to equity.
is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is
On consolidation the assets, liabilities, income and expenses of foreign operations are translated into Australian dollars using the included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other
following applicable exchange rates: gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss.
• FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI or those elected to be held at P&L are measured at
Foreign currency amount Applicable exchange rate FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented
Income and expenses Average exchange rate net within other gains/(losses) in the period in which it arises.
Assets and liabilities Reporting date
Equity instruments
Equity Historical date except the foreign currency translation reserve (FCTR)
which is calculated at the reporting date rate The Group measures all investments in equity instruments at fair value. Where the Group’s management has elected to present fair
value gains and losses on equity instruments in OCI, there is no subsequent reclassification of fair value gains and losses to profit
or loss following the derecognition of the instrument. Dividends from such instruments continue to be recognised in profit or loss as
Foreign exchange differences resulting from translation are initially recognised in the foreign currency translation reserve and
other income when the group’s right to receive payments is established.
subsequently transferred to the profit or loss on disposal of the foreign operation.
Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of profit or loss as
(f) Investments and other financial assets applicable. Impairment losses (and reversal of impairment losses) on equity instruments measured at FVOCI are not reported
Classification separately from other changes in fair value.
The Group classifies its financial assets in the following measurement categories: Impairment of financial assets
• those to be measured subsequently at fair value (either through Other Comprehensive Income “OCI” or through profit or loss), and The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised
cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
• those to be measured at amortised cost.
For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
recognised from initial recognition of the receivables, see note 10 for further details.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of (g) Impairment of non-financial assets including investments accounted for using the equity method
initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”). Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets, including
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
investments accounted for using the equity method, are tested for impairment whenever events or changes in circumstances
Recognition and derecognition indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of
Purchases and sales of financial assets are recognised on trade date, being the date on which the group commits to purchase or
disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-
have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the
Measurement impairment at the end of each reporting period.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (“FVTPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVTPL are expensed in profit or loss.
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Note 2. Significant accounting policies (cont.) • Note 16: Determining the recoverable amounts of intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and
(h) Critical accounting estimates and judgements other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 16.
In applying the Group’s accounting policies, the Directors are required to make estimates, judgements and assumptions that affect The recoverable amounts of cash-generating units (‘CGUs’) have been determined based on value-in-use calculations. These
the amounts reported in the financial report. calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth
rates of the estimated future cash flows.
The estimates, judgements and assumptions are based on historical experience, adjusted for current conditions and other factors
• Note 22: Onerous contract provisions
that are believed to be reasonable under the circumstances and reviewed on a regular basis. The actual results may differ from
Valuation of provision reflects management’s best estimate of future cash outflow at the reporting date being the unavoidable
these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised.
costs of meeting the obligations under the contract. Determination of unavoidable costs is dependent on various factors and
The estimate and judgements which involve a higher degree of complexity or that have a higher likelihood of causing adjustment require judgement in establishing an appropriate amount.
to the carrying amounts of assets and liabilities are included in the following notes: • Note 24: Determining the incremental borrowing rate (IBR) to measure lease liabilities
When measuring its lease liability, the Group discounts its remaining lease payments using IBR if the interest rate implicit in the
• Note 2(b): Going Concern
lease cannot be readily determined. Determination of an appropriate IBR requires consideration of various factors including
Management has considered the consequences of various events and conditions, and exercised judgement in determining whether
lease asset type, currency, term, funding amount and the economic environment in which the lease asset is obtained.
they create a material uncertainty that casts significant doubt upon the Group’s ability to continue as a going concern. Refer to
note 2(b) for further information on such events and conditions and management’s assessment of their impact on going concern. • Note 26: Valuation of convertible notes
Convertible notes are not traded in an active market so the fair value is determined using valuation techniques. The Group uses
• Note 10: Estimation of expected credit losses
its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime
end of each reporting period. For details of the key assumptions used see note 26.
expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate
for each group. These assumptions include recent sales experience, historical collection rates, the impact of the Coronavirus • Note 29: Recognition of deferred tax asset
(COVID-19) pandemic and forward-looking information that is available. The allowance for expected credit losses, as disclosed in The Group estimates future taxable profits based on approved budgets and forecasts. Future taxable profits are influenced by
note 10, is calculated based on the information available at the time of preparation. The actual credit losses in future years may a variety of general economic and business conditions, which are outside the control of the Group. A change in any of these
be higher or lower. assumptions could have an impact on the future profitability of the Group and may affect the recognition and/or recovery of
deferred tax assets. The potential business impacts of various external factors have been reflected in the current forecasts. The
• Note 11: Estimation of net realisable value of inventories
recognition of deferred tax assets including those arising from tax losses has been determined with reference to these forecasts.
The Group reviews net realisable value (NRV) of inventories regularly to determine that it is stated at the lower of cost and NRV.
Factors that could affect NRV and hence future realisation of inventories include competitor actions and market trends. Changes • Note 34: Contingent liabilities
in the NRV of inventory could affect profit in the future period. A possible obligation exists in relation to pending Class Action proceedings and ASIC proceedings in which the Group is a defendant.
The amount of liability, if any, cannot be estimated with reliability and hence no provision is recognised in the financial statements.
• Note 13: Financial assets at fair value through other comprehensive income
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The fair Key economic developments and external factors
value of the Group’s investment in Shenzhen JiaLiLe Co. Limited (JLL) is determined by taking into consideration various valuation
Judgement has been exercised in considering the impacts of a series of events outside of the Group’s control which has, or may
approaches including income approach (discounted cash flow analysis) and market approach using prices and other relevant
have, impacted the historical, and may impact the future, performance of the Group. This consideration extends to the nature of
information generated by market transactions involving identical or comparable businesses and interest shown by shareholders.
the products and services offered, customers, supply chain, staffing and productivity, noting that the impacts may be different in
• Note 14: Estimates of useful lives of tangible assets the geographic regions in which the Group operates. Key factors are summarised below:
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some • Global and domestic supply chain conditions impacting timing and cost of inbound and outbound logistics movements;
other events. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated • Geopolitical conditions regarding the conflict in Europe or changes in circumstances or policies impacting ability to trade in our
lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. key export markets or changes to key input costs such as transport and energy;
• Note 14: Determining the recoverable amount of tangible assets • Changes in inflation, interest rates, household consumption and discretionary spend; and
If there is any indication that an asset may be impaired, the Group estimates the recoverable amount for the individual asset. If it
• Natural disasters and widespread adverse climate changes that directly impact our plants, other facilities or suppliers.
is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the
CGU to which the asset belongs. It is the smallest group of assets that generates cash inflows that are largely independent of the New and amended Accounting Standards and Interpretations not yet effective
cash inflows from other assets or groups of assets. Identification of an asset’s CGU involves judgement. In identifying whether
A number of new standards are effective for annual periods beginning after 1 July 2023 and earlier application is permitted;
cash inflows from an asset (or group of assets) are largely independent of the cash inflows from other assets (or groups of
however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.
assets), the Group considers various factors including product lines, businesses, individual locations, regional areas or how the
decisions are made about continuing or disposing of the Group’s assets and operations. Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to AASB 112)
• Note 15: Determining the lease term The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is offsetting temporary differences – e.g. leases and decommissioning liabilities. The amendments apply for annual reporting periods
exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset beginning on or after 1 January 2023.
will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the
Classification of Liabilities as Current or Non-Current (Amendments to AASB 101)
lease term. In determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension
The amendments, as issued in 2020, aim to clarify the requirements on determining whether a liability is current or non-current,
option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include
and apply for annual reporting periods beginning on or after 1 January 2024.
the importance of the asset to the Group’s operations; comparison of terms and conditions to prevailing market rates; incurrence
of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group has not yet assessed the impact of these amended Accounting Standards.
These factors are difficult to assess and require judgement. The Group reassesses whether it is reasonably certain to exercise an
extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
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Note 3. Operating segments Dairy and Nutritionals Plant-based Milks Unallocated Shared Services Total
$’000 $’000 $’000 $’000
The Group is organised into two core business segments which is the basis on which the Group reports. The principal products and
services of each of these operating segments are as follows: Consolidated - 2022
Revenue
Dairy and Nutritionals
Sales to external customers 358,331 164,009 - 522,340
A range of Long-life dairy milk beverage, nutritional products and performance and adult nutritional powders. These products are
manufactured in Australia and New Zealand and sold in Australia and overseas. Total revenue 358,331 164,009 - 522,340
Plant-based Milks Adjusted EBITDA (before US litigation settlement) (20,183) 40,377 (6,399) 13,795
A range of Long-life beverage products including almond, soy, oat, coconut, macadamia and other plant-based milks US litigation settlement - (55,621) - (55,621)
plus liquid stocks. These products are manufactured in Australia and sold in Australia and overseas.
Adjusted EBITDA (after US litigation settlement)1 (20,183) (15,244) (6,399) (41,826)
The Specialty Seafood business was disposed of in November 2021 and hence classified as a discontinued operation during the Share of associates profits - - 294 294
prior year.
Fair value changes of convertible notes - - 9,461 9,461
The ‘Unallocated Shared Services’ group consists of the Group’s shared service functions that are not separately reportable and
provide support services to other reportable operating segments. The Group’s borrowings such as recourse debtor financing Gain on remeasurement of leases - - 4,936 4,936
facilities, revolver financing facilities, and equipment financing facilities (together with associated finance costs) are not considered Depreciation and amortisation (16,211) (8,051) (2,027) (26,289)
to be segment liabilities but are managed by the central treasury function. Although the equipment financing facilities are not
considered to be segment liabilities, the underlying equipment has been appropriately allocated to the related segment. Impairment of non-financial assets (89,842) (5,846) - (95,688)
Operating segments are identified on the basis of internal reports that are regularly reviewed by the CEO in his capacity as the Net finance costs (2,113) (9,035) (6,301) (17,449)
chief operating decision maker of the Group in order to allocate resources to the segments and assess their performance.
Loss before income tax benefit (128,349) (38,176) (36) (166,561)
Set out below is an analysis of the Group’s revenue and results by reportable operating segment for the periods under review,
Income tax expense - - 5,466 5,466
together with prior year comparatives:
Loss after income tax benefit (128,349) (38,176) 5,430 (161,095)
Dairy and Nutritionals Plant-based Milks Unallocated Shared Services Total
$’000 $’000 $’000 $’000 Assets
Consolidated - 2023 Segment assets 206,397 151,945 26,278 384,620
Revenue
Non-current assets classified as held for sale - - 29,651 29,651
Sales to external customers 389,204 162,357 - 551,561
Financial assets at FVOCI - - 5,857 5,857
Total revenue 389,204 162,357 - 551,561
Total assets 206,397 151,945 61,786 420,128
Adjusted EBITDA1 7,883 42,768 (10,052) 40,599
Liabilities
Fair value changes of convertible notes - - (39,486) (39,486)
Depreciation and amortisation (11,191) (7,809) (894) (19,894) Segment liabilities2 88,397 107,205 373,537 569,139
Impairment of non-financial assets (8,235) - - (8,235) Total liabilities 88,397 107,205 373,537 569,139
Net finance costs (2,427) (8,592) (8,874) (19,893)
1 Refer section 3.3 of the Directors Report for a reconciliation between Adjusted EBITDA and Adjusted Operating EBITDA (pre-AASB 16), a non-IFRS measure.
Profit/(loss) before income tax benefit (13,970) 26,367 (59,306) (46,909) 2 Unallocated shared services liabilities include convertible notes, equipment finance, debtor finance facilities and revolver financing facilities which are not allocated
Income tax benefit - - 4 4 to relevant operating segments.
Loss after income tax benefit (13,970) 26,367 (59,302) (46,905) All operations are conducted in Australia, except for sales offices in China and Singapore.
Assets Non-current assets of the Group are based in Australia except for investment in JLL which is based in China. See note 13 for details
Segment assets 191,805 134,392 51,006 377,203 on investment in JLL.
Financial assets at FVOCI - - 743 743 77% of total external sales of the Group are generated in Australia (FY22: 70%) with 12% generated from China (FY22: 18%) and 11%
Total assets 191,805 134,392 51,749 377,946 generated from other overseas countries (FY22: 12%).
Liabilities Information about major customers
Segment liabilities2 81,063 97,747 402,679 581,489 Included in total revenues (both continuing and discontinued operations) arising from external sales of $551.6m (FY22: $527.8m) are
Total liabilities 81,063 97,747 402,679 581,489 revenues of approximately $176.6m (FY22: $166.8m), generated from the top three retail customers representing 32% (FY22: 32%) of
total revenue. This revenue relates to both Plant-based Milks and Dairy and Nutritionals segments.
1 Refer section 3.3 of the Directors Report for a reconciliation between Adjusted EBITDA and Adjusted Operating EBITDA (pre-AASB 16), a non-IFRS measure.
2 Unallocated shared services liabilities include convertible notes, equipment finance, debtor finance facilities and revolver financing facilities which are not allocated
to relevant operating segments.
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 4. Revenue Note 6. Expenses
Consolidated Loss before income tax (both from continuing and discontinued operations) includes the following specific expenses:
2023 2022 Consolidated
$’000 $’000
2023 2022
Revenue $’000 $’000
Continuing operations (note 3) 551,561 522,340 Employee benefits
Discontinued operations - 5,427 Employee benefits expense excluding superannuation, STI and LTI expenses 61,340 62,275
Total revenue 551,561 527,767 Superannuation expenses 5,525 5,298
STI and LTI expenses 971 547
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for trading terms, rebates
and other similar allowances. Total employee benefits 67,836 68,120
The Group recognises its revenue from contracts with customers for the transfer of goods at a point in time i.e. when the goods are
delivered, and the customer takes ownership.
Depreciation and amortisation
Significant accounting policies Depreciation expense of property, plant and equipment (note 14) 15,342 20,024
The Group applies AASB 15 - Revenue from Contracts with Customers for revenue recognition. Revenue is recognised when control
Depreciation expense of right of use assets (note 15) 4,382 6,180
of the product has transferred and there is no unfulfilled obligation that could affect the customer’s acceptance of the product.
For domestic sales, the control is transferred when the product is delivered to the customer. Delivery occurs when the product has Amortisation expense (note 16) 170 85
been shipped to the location specified by the customer and the customer accepts the product. For international sales, the transfer
Total depreciation and amortisation expense 19,894 26,289
of control varies from order to order depending on the nature of the sales contract and the revenue is recognised when the goods
are delivered and the customer takes ownership either when they are picked up from the Group’s warehouse, delivered to the
departure port or shipped to the destination port.
Depreciation and amortisation allocated to:
For segment information, refer to note 3.
Cost of sales 19,000 24,392
Note 5. Other income/(expense) Administrative expenses 894 1,897
Consolidated 19,894 26,289
2023 2022
$’000 $’000
Impairment of non-financial assets
Other income:
Property, plant and equipment (note 14) 8,235 62,439
Fair value changes of asset held for sale - 6,673
Gain on remeasurement of lease (note 24) - 4,936 Intangibles (note 16) - 23,882
Fair value changes of convertible notes (note 26) - 9,461 Right of use assets (note 15) - 9,367
Net foreign exchange gain - 730 Total impairment of non-financial assets 8,235 95,688
Net gain on disposal of property, plant and equipment 208 -
Other 958 1,015 Administrative expenses
1,166 22,815 Salaries and wages 16,168 15,223
Other expense:
Transformation expenses 4,227 6,494
Fair value changes of convertible notes (note 26) (39,486) -
Insurance 4,007 4,844
Onerous contracts provision (note 22) (789) (4,683)
IT related expenses 3,697 3,741
Net foreign exchange loss (603) -
Audit, legal and professional fees 2,449 2,576
Other (903) -
Depreciation and amortisation expenses 894 1,897
(41,781) (4,683)
STI and LTI expenses 971 547
(40,615) 18,132
Litigation expenses 1,384 1,327
Other income/(expense) attributable to:
Continuing operations (40,615) 18,071 Other expenses 1,914 2,417
Discontinued operations - 61 Total administrative expenses 35,711 39,066
(40,615) 18,132
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Note 6. Expenses (cont.) Consolidated
Consolidated
2023 2022
2023 2022 $’000 $’000
$’000 $’000
Tax at the statutory tax rate of 30% (14,072) (49,862)
Administrative expenses allocated to:
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Continuing operations 35,711 38,861
Fair value changes in convertible notes through profit or loss 11,846 (2,838)
Discontinued operations - 205
Impairment of intangibles - 2,496
35,711 39,066
Effect of other expenses that are not deductible in determining taxable profit 235 158
Net finance costs Over-provision in respect of prior years 935 152
Interest expense 7,024 5,828 Non-assessable income - (88)
Interest on AASB 16 lease liabilities 10,002 10,048 (1,056) (49,982)
Other financing costs 3,618 1,181 Current year tax losses not recognised 7,757 16,962
Recapitalisation transaction costs related to convertible notes issue - 978 Current year temporary differences not recognised (note 29) (6,705) 27,554
20,644 18,035 Income tax benefit (4) (5,466)
Interest income (751) (586) Amounts recognised in OCI and statement of changes in equity
Net finance costs 19,893 17,449 Fair value changes of convertible notes - 4,653
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits
Significant items
under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period.
Significant items included within expenses which affect the result for the year ended 30 June 2023 include the following:
The Group assesses unused tax losses at each reporting period and records a deferred tax asset only to the extent that it is
probable that future taxable profits or taxable temporary differences will be available against which tax losses can be utilised.
Consolidated
2023 2022 Significant accounting policies
Ref.
$’000 $’000 Current tax
Impairment of non-financial assets (1) 8,235 95,688
Current tax is calculated as the expected amount of income taxes payable or recoverable in respect of the taxable profit or loss
US litigation settlement related expenses - 55,621 for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the end of the
reporting date.
Litigation and transformation expenses (2) 5,611 8,799
Deferred tax
(1) D uring the year, the Group has recognised impairment on a plant and equipment which is described in more detail in note 14.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax
(2) Various expenses (included under administrative expenses and net finance costs) incurred by the Group on litigation bases of assets and liabilities and their carrying amounts in the statement of financial position. The tax base of an asset or liability
and transformation. is the amount attributed to that asset or liability for tax purposes. No deferred tax will be recognised from the initial recognition of
an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Note 7. Income tax (benefit)/expense
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled.
Consolidated Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that
may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
2023 2022
$’000 $’000 Deferred income tax assets are recognised to the extent that is probable that future taxable profits will be available against which
deductible temporary differences can be utilised.
Income tax expense/(benefit)
The amount of the benefits brought to account or which may be realised in the future is based on the assumption that no adverse
Income tax refund (4) (4,061)
change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future
Franking deficit tax payable - 3,248 assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Deferred tax income relating to the origination and reversal of temporary differences Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group
- (4,653)
and unused tax losses intends to settle its current tax assets and liabilities on a net basis.
Aggregate income tax benefit (4) (5,466) Current and deferred tax for the period
Numerical reconciliation of income tax (benefit)/expense and tax at the statutory rate Current and deferred tax is recognised as an expense or income in the statement of profit or loss, except when it relates to items
credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial
Loss before income tax benefit from continuing operations (46,909) (166,561)
accounting for a business combination, in which case it is taken into account in the determination of goodwill or bargain purchase.
Profit before income tax expense from discontinued operations - 353
Uncertain tax position
(46,909) (166,208) If the Group concludes that it is not probable the tax authorities will accept a tax position, it uses the “most likely amount” or
“expected value” in determining its tax balances. Any subsequent variation between the “most likely amount/expected value”
and the amount recorded in the consolidated financial statements are adjusted in the period in which such variation occurs.
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Note 8. Earnings per share On 30 July 2021, the Group issued 27,698,189 options which were quoted on the ASX from 2 August 2021. The options are exercisable
at $0.98 per option any time during the period commencing on the business day immediately following the release of FY23 annual
2023 2022 report and 30 July 2027. Accordingly, these options are not considered as dilutive potential ordinary shares for determination of
Number Number diluted earnings per share for FY23 and FY22.
Weighted average number of ordinary shares used in calculating basic earnings per share 277,109,319 277,109,319
Basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share 277,109,319 277,109,319
Basic earnings per share is calculated by dividing the profit attributable to the owners of Noumi Limited, excluding any costs of
servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial
Continuing Operations
year, adjusted for bonus issues.
2023 2022
$’000 $’000 Diluted earnings per share
Earnings per share for loss from continuing operations Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after
income tax effect of interest and other financing costs associated with dilutive potential ordinary shares.
Loss after income tax attributable to the owners of Noumi Limited (46,905) (161,095)
Note 9. Cash and cash equivalents
Cents Cents
Consolidated
Basic earnings per share (16.93) (58.13)
2023 2022
Diluted earnings per share (16.93) (58.13) $’000 $’000
Cash 18,560 16,210
Discontinued Operations
2023 2022 Note 10. Trade and other receivables
$’000 $’000
Earnings per share for profit from discontinued operations Consolidated
Profit after income tax attributable to the owners of Noumi Limited - 353 2023 2022
$’000 $’000
Cents Cents Trade receivables 48,641 56,255
Basic earnings per share - 0.13 Less: Allowance for expected credit losses (1,301) (1,329)
Diluted earnings per share - 0.13 47,340 54,926
Other receivables 3,255 2,358
Consolidated
50,595 57,284
2023 2022
$’000 $’000 The credit period on sales of goods ranges from 30 to 70 days for domestic sales and up to 120 days for international sales. An
Earnings per share for loss allowance has been made for estimated irrecoverable trade receivable amounts arising from past sale of goods, determined by
expected credit losses. The expected loss rates are based on the payment profiles of sales over a period and the corresponding
Loss after income tax attributable to the owners of Noumi Limited (46,905) (160,742)
historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the ability of the customers to settle the receivables as well as customers
Cents Cents
identified to have known issues which might affect recoverability. The Group does not hold any collateral over these balances.
Basic earnings per share (16.93) (58.00) The loss allowance for trade receivables as at 30 June 2023 and 30 June 2022 was determined as follows:
Diluted earnings per share (16.93) (58.00)
Expected credit loss rate Carrying amount Allowance for expected
credit losses
At 30 June 2023, there were 277,109,319 ordinary shares (FY22: 277,109,319) on issue and 101,130 convertible redeemable preference
shares (FY22: 101,130). 2023 2022 2023 2022 2023 2022
Consolidated
$’000 $’000 $’000 $’000
The following potential ordinary shares are anti-dilutive (meaning they have the effect of decreasing the loss per share upon
Not overdue 0.08% 0.85% 37,095 46,368 29 395
conversion) and are therefore excluded from the weighted average number of ordinary shares for the purpose of diluted earnings
per share. These anti-dilutive potential ordinary shares are calculated after taking into consideration principal and capitalised 0 to 3 months overdue - 11.26% 10,015 8,291 - 934
interest on convertible notes at 30 June 2023.
3 to 6 months overdue - - 228 1,104 - -
Consolidated
Over 6 months overdue 97.60% - 1,303 492 1,272 -
2023 2022
Number Number 48,641 56,255 1,301 1,329
Convertible notes (note 26)
Top five customers represent 35% of year end receivables (FY22: 38%).
Tranche A 451,470,571 415,050,747
The Group holds letters of credit over export receivables of $3.1m (FY22: $1.8m). The letters of credit are issued by reputable
Tranche B 93,079,347 85,570,699
financial institutions and equal the carrying amount of the relevant receivables. Refer to note 33 for further details on the Group’s
544,549,918 500,621,446 exposure to, and management of, credit risk.
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Note 10. Trade and other receivables (cont.) Note 12. Assets classified as held for sale
Movements in the allowance for expected credit losses are as follows:
Consolidated
Consolidated 2023 2022
$’000 $’000
2023 2022
Investment in associate - Australia Fresh Milk Holdings Pty Ltd (AFMH) - 29,651
$’000 $’000
Opening balance 1,329 2,631 The Group completed the sale of its shares in AFMH on 23 August 2022 for a consideration of $29.7m. The Group also incurred a
disposal cost of $0.4m on this sale.
Additional provisions recognised 132 1,443
Receivables written off during the year as uncollectable - (1,562) Significant accounting policies
Assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale
Unused amounts reversed (160) (1,183)
transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their
Closing balance 1,301 1,329 carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee
benefits, financial assets and investment property that are carried at fair value.
Significant accounting policies A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of
Trade receivables are recognised initially at the amount of consideration that is unconditional. any cumulative impairment loss previously recognised. An impairment loss is recognised for any initial or subsequent write-down
of the asset (or disposal group) to fair value less costs to sell. A gain or loss not previously recognised by the date of the sale of
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
the asset (or disposal group) is recognised at the date of derecognition.
allowance for all trade receivables. This approach also considers the qualitative factors surrounding the debtors and the risks that
they may have or will be facing as a result of the impact of unusual situations (such as COVID-19) on their business operations and Assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale.
financial position. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
and the days past due.
Assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the
Note 11. Inventories other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other
liabilities in the balance sheet.
Consolidated
Note 13. Financial assets at fair value through other comprehensive income
2023 2022
$’000 $’000 Financial assets at FVOCI comprise equity securities which are not held for trading, and which the Group has irrevocably elected
at initial recognition to recognise in this category. These are strategic investments and the Group considers this classification to be
Raw materials and packaging - at cost 16,285 15,896
more relevant.
Work in progress - at cost 2,965 1,926
Equity investments at FVOCI comprise the following individual investment:
Finished goods - at cost 19,307 18,743
Consolidated
Finished goods - at net realisable value 2,758 4,074
2023 2022
22,065 22,817 $’000 $’000
Investment - Shenzhen JiaLile Co. Limited (JLL) 743 5,857
Inventory spares and consumables - at cost 12,721 12,387
Movement of the fair values at the beginning and end of the current and previous
54,036 53,026 financial year is set out below:
Total cost of sales (for both continuing and discontinued operations) recognised as an expense during the year was $416.8m Opening balance 5,857 5,857
(FY22: $428.2m). Adjustment for shareholder loan capitalised (412) -
During the year, write-downs of inventories amounting to $0.5m (FY22: $0.4m), were recognised as an expense and included in cost of Change in fair value recorded in other comprehensive income (4,702) -
sales in the statement of profit or loss. This write-down mainly arose as a result of slow moving, obsolete and discontinued products.
Closing balance 743 5,857
Significant accounting policies
Inventories are measured at the lower of cost and net realisable value (‘NRV’). The Group is in negotiations with JLL and Guangzhou Investment Co. Ltd (majority shareholder in JLL) in relation to a potential
sale of the Group’s 9.24% interest in JLL. The terms of the sale are still being negotiated and the Group has not yet agreed to sell its
Costs incurred in bringing each product to its present location and condition are accounted for as follows: shareholding in JLL.
• Raw materials, packaging and inventory spares: purchase cost on a first in, first out basis. The determination of the fair value of the investment in JLL requires judgement and the Group determined the fair value by applying
• Manufactured finished goods: cost of direct materials, direct labour and an appropriate proportion of manufacturing variable the income approach. At 30 June 2023, the fair value was estimated based on cash flow forecast discounted using an appropriate
and fixed overheads based on normal operating capacity but excluding borrowing costs. discount rate. At 30 June 2022, the fair value was determined on the basis of most recent negotiations to transact in this investment.
• Purchased finished goods: purchase cost 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 the
estimated costs necessary to make the sale.
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Note 14. Property, plant and equipment Significant accounting policies
Land is recognised at fair value, less any subsequent accumulated depreciation and impairment. A revaluation surplus is credited
Consolidated to reserves in shareholders’ equity.
2023 2022
Plant and equipment, motor vehicles and equipment obtained under equipment finance facilities are stated at cost less
$’000 $’000
accumulated depreciation and impairment.
Freehold land - at independent valuation 4,200 4,200
Capital work in progress (“CWIP”) represents asset under construction and not yet commissioned and includes all expenditure
Buildings - at cost 5,480 5,680
directly attributable to bringing the asset to its working condition for its intended use which are incremental and unavoidable as a
Less: accumulated depreciation (3,745) (3,312) result of the construction of the asset. CWIP is assessed for impairment at each reporting period.
1,735 2,368 Costs include installation costs, delivery costs, consultancy costs incurred to install the asset, fit out costs, interest on associated
borrowings, project labour costs and commissioning costs. Start-up costs and similar pre-production costs do not form part of the
Plant and equipment - at cost 324,477 321,917 cost of an asset unless they are necessary to bring the asset to its working condition. Initial operating losses incurred prior to an
Less: accumulated depreciation (106,348) (92,494) asset achieving planned performance are recognised as an expense. Estimated expenditure of dismantling and site restoration
(where applicable) is included in the cost of the asset.
Less: accumulated impairment1 (66,307) (58,226)
The costs will be initially recognised as CWIP from the time that it satisfies the general recognition criteria for assets under the
151,822 171,197 accounting standards.
Capital work in progress 15,350 16,445 The Group formally assesses whether project costs are to be reclassified from CWIP to Plant and Equipment. An asset is
considered to be capable of operating in the manner intended by management when it is consistently capable of producing
Less: accumulated impairment (10,924) (10,924)
saleable product. This assessment is done periodically taking into consideration when the commissioning phase of each asset
4,426 5,521 has been completed i.e. when the asset is in the location and condition necessary for it to be capable of operating in the manner
intended by management. At this point, it is classified as property, plant and equipment, to be depreciated from the date of
162,183 183,286
reclassification over the useful life of the asset.
Movements in the carrying amounts of each class of property, plant and equipment between the beginning and the end of the
Depreciation is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life to its
current and previous financial year are set out below:
estimated residual value. The estimated useful lives, residual values and depreciation method are reviewed at the end of each
annual reporting period, with the effect of any changes recognised on a prospective basis.
Freehold land Buildings Plant and equipment Capital work in progress Total
Consolidated
$’000 $’000 $’000 $’000 $’000 The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference
Balance at 1 July 2021 4,200 2,595 246,550 230 253,575 between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Additions - 200 138 5,640 5,978 Accounting estimates
Transfer from held for sale (note 12) - - - 6,464 6,464
The following depreciation rates are used in the calculation of depreciation:
Transfers at completion of projects - - 2,600 (2,600) -
• Buildings 20-40 years
Write off / adjustment of assets - - (268) - (268)
• Plant and equipment 5-20 years
Impairment (notes 12 and 16) - - (58,226) (4,213) (62,439) • Leased plant and equipment 5-20 years
Depreciation expense - (427) (19,597) - (20,024) Freehold land is not depreciated.
Balance at 30 June 2022 4,200 2,368 171,197 5,521 183,286
Note 15. Right of use assets
Additions - - 34 3,687 3,721
Transfers at completion of projects - - 4,272 (4,272) - Consolidated
Disposal of assets - - (160) - (160) 2023 2022
$’000 $’000
Write off of assets - - (577) (510) (1,087)
Right of use asset – Land and buildings 81,012 90,172
Impairment1 - - (8,235) - (8,235)
Less: accumulated depreciation (20,607) (18,043)
Depreciation expense - (633) (14,709) - (15,342)
Less: accumulated impairment (9,367) (9,367)
Balance at 30 June 2023 4,200 1,735 151,822 4,426 162,183
51,038 62,762
No internal labour cost was capitalised on plant and equipment commissioned during FY23 and FY22.
Right of use asset – Other 7,063 2,171
Included in plant and equipment is an amount of $50.6m (FY22: $53.9m) related to equipment obtained under equipment finance
facilities as disclosed in note 25. Less: accumulated depreciation (2,402) (1,357)
1 The Group carried out a review of the plant and equipment assets within the CGUs as detailed in note 16. The review led to the recognition of impairment of a plant Less: accumulated impairment (358) (358)
and equipment in Dairy and Nutritionals CGU which is not currently in operation amounting to $8.2m based on the fair value of the relevant asset, as determined
by management’s estimate. 4,303 456
55,341 63,218
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Note 15. Right of use assets (cont.) Note 16. Intangibles
Movement of the written down values of the right of use assets at the beginning and end of the current and previous financial year is Consolidated
set out below:
2023 2022
Consolidated Land and buildings Other Total $’000 $’000
$’000 $’000 $’000
Goodwill 40,649 40,649
Balance at 1 July 2021 85,789 745 86,534
Less: accumulated impairment (40,649) (40,649)
Additions - 2,013 2,013
- -
Remeasurement of AASB 16 lease liabilities (9,782) - (9,782)
Brand names and trademarks 21,445 21,445
Impairment (9,367) - (9,367)
Less: accumulated impairment (15,563) (15,563)
Depreciation expense (3,878) (2,302) (6,180)
5,882 5,882
Balance at 30 June 2022 62,762 456 63,218
Software - at cost 850 850
Additions 1,530 3,864 5,394
Less: accumulated amortisation (255) (85)
Reclassification (1,168) 1,168 -
595 765
Remeasurement of AASB 16 lease liabilities (note 24) (8,848) - (8,848)
6,477 6,647
Adjustment/write off (12) (29) (41)
Depreciation expense (3,226) (1,156) (4,382) Goodwill Brand names and trademarks Software Total
Consolidated
$’000 $’000 $’000 $’000
Balance at 30 June 2023 51,038 4,303 55,341
Balance at 1 July 2021 8,319 21,445 - 29,764
The Group leases land and buildings for its offices, warehouses and manufacturing plant under agreements of between 2 to 20
Additions - - 850 850
years with, in some cases, options to extend to 30 years. The leases have various rental escalation clauses. On renewal or option
extension, the rent can be renegotiated. Other right of use assets mainly consist of operating plant and equipment obtained under Impairment (8,319) (15,563) - (23,882)
lease agreements (previously described as operating leases) of between 2 to 5 years.
Amortisation expense - - (85) (85)
During the year, the Group also recognised as expense, rental of short term leases amounting to $1.8m (FY22: $1.8m) and variable
Balance at 30 June 2022 - 5,882 765 6,647
lease payments not included in right of use assets and lease liabilities amounting to $1.2m (FY22: $1.1m).
Amortisation expense - - (170) (170)
Significant accounting policies
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is initially measured at cost, Balance at 30 June 2023 - 5,882 595 6,477
which comprises:
The carrying amount of brand names and trademark is allocated to Consumer Nutritionals cash generating unit.
• The amount of the initial measurement of the lease liability
Brand names and trademarks
• Any lease payments made at or before the commencement date, less any lease incentives and any initial direct costs incurred
by the lessee The Group carries $5.9m (FY22: $5.9m) of brand names with indefinite useful lives. The brand names relate to established major
brands purchased as part of business combinations. Intangible assets with indefinite useful lives that are acquired separately
• An estimate of the costs to dismantle and remove underlying asset or to restore the underlying asset
are carried at cost less accumulated impairment losses. Carrying value does not include internally generated brand names or
Subsequently the right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and adjusted trademarks such as Milklab.
for certain remeasurements of the lease liability.
Impairment of goodwill and other intangible assets
The right-of-use asset is depreciated over the shorter period of the lease term and the economic useful life of the underlying asset. Determining whether goodwill or other intangible assets are impaired requires an estimation of the recoverable amount of the
If a lease transfers ownership of the underlying asset or the costs of the right-of-use asset reflects that the Group will exercise a cash generating units (CGU) to which the goodwill or other intangible assets have been allocated. The recoverable amount is
purchase option, the asset will be depreciated from the commencement date to the end of the useful life of the underlying asset. determined using a value in use or fair value less cost to sell method. The cash generating units are subject to annual impairment
The depreciation starts at the commencement date of the lease. testing as they hold indefinite life intangible assets amongst their assets.
If the recoverable amount of a right-of-use asset is less than its carrying value, an impairment charge is recognised in the profit Impairment testing requires a high degree of judgement in assessing whether the carrying value of assets is supported by
or loss account, and the carrying value of the asset is written-down to its recoverable amount. Should the recoverable amount their recoverable amount. The Group uses the relief from royalty method to determine the fair value of the brand names and
increase in future periods the carrying value may be adjusted to the lower of the recoverable value or the amortised cost of the trademarks and considers this to be a Level 3 treatment of the fair value hierarchy.
asset had it not been impaired.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of
12 months or less and leases of low-value assets. Lease payments on these assets are expensed to the statement of profit or loss
as incurred.
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Note 16. Intangibles (cont.) USD exchange rate
Reflects the market expectation of USD exchange rate in year 5.
Assessment of the carrying value of cash generating units
During the year ended 30 June 2023, the Group assessed if there are any indications of impairment. Considering the financial Operational efficiencies
performance of Dairy and Nutritionals and Consumer Nutritional CGUs, the Group carried out an impairment assessment which is Based on management’s expectation of the realisation of future cost savings from the ongoing transformation program.
detailed below:
Judgement has been exercised in determining the best estimate of cash flow forecasts used for impairment testing which reflects
Dairy and Nutritionals reasonable and supportable assumptions at the reporting date. Future profitability and cash flow forecasts may be impacted by
The Dairy and Nutritionals CGU, which forms part of Dairy and Nutritionals operating segment along with Consumer Nutritionals risks and uncertainties associated with geopolitical events.
CGU, produces branded dairy Long-life (shelf stable) products under Group owned and third party owned brands. It also produces
Sensitivities
nutritional products such as lactoferrin for sale to domestic and international customers.
The impact of the change in any single assumption on the recoverable amount of the Dairy and Nutritionals and Consumer
The recoverable amount of the Dairy and Nutritionals CGU has been determined using the discounted cash flow forecast to Nutritionals CGUs as at 30 June 2023 is summarised below:
determine the value-in-use of the CGU as a whole utilising forecast cash flows for the period FY24 to FY28 and a terminal cashflow.
Dairy and Nutritionals Consumer Nutritionals
In calculating the value-in-use, the recoverable amount was materially consistent with the carrying value and as a result no
Key assumptions Change Impact Change Impact
impairment was recognised.
$000 $000
Consumer Nutritionals Long term growth rate (terminal value) 0.25% 3,956 0.25% 272
The Consumer Nutritionals CGU produces branded protein powders for sale mainly to domestic customers, predominantly (0.25%) (3,683) (0.25%) (255)
through the pharmacy and grocery channels and includes Vital Strength and Crankt brands. This CGU forms part of the Dairy and
Post tax discount rate 0.25% (4,937) 0.25% (355)
Nutritionals operating segment.
(0.25%) 5,305 (0.25%) 379
The recoverable amount of the Consumer Nutritionals CGU has been determined using discounted cash flow forecast to determine
the value-in-use of the CGU, utilising forecast cash flows for the period FY24 to FY28 and a terminal cash flow. Revenue growth rate (CAGR) 5.00% 8,344 5.00% 520
(5.00%) (8,344) (5.00%) (520)
In calculating the value-in-use, the recoverable amount was materially consistent with the carrying value and as a result no
impairment was recognised. Year 5/terminal year USD exchange rate (cents) 0.01 (3,275) - -
Key assumptions (0.01) 3,376 - -
In calculating the recoverable amount of the CGUs a discounted cash flow model was utilised forecasting cash flows for the period Year 5/terminal year operational efficiencies ($’m) 0.50 3,324 - -
FY24 to FY28. The following key assumptions were made:
(0.50) (3,324) - -
Dairy and Nutritionals Consumer Nutritionals Plant-based Milks
Key assumptions 2023 2022 2023 2022 No impairment indicators were noted in relation to Plant-based Milks CGU.
Long term growth rate (terminal value) 2.50% 2.50% 2.50% 2.50% Software
Post tax discount rate 9.50% 9.25% 10.00% 9.75% Intangible assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and accumulated
impairment losses. Amortisation is recognised on a straight-line basis over the asset’s estimated useful life. The estimated useful life
Revenue growth rate (CAGR1) 3.89% 6.21% 3.69% 6.15%
and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted
Year 5/terminal year USD exchange rate (cents) 66.00 66.00 - - for on a prospective basis. Employee benefit expenses and interest costs are not capitalised into the cost of intangible assets.
Year 5/terminal year operational efficiencies ($’m) 0.90 3.50 - 1.40 Software-as-a-service (SaaS) arrangements are service contracts providing the Group with the right to access the cloud provider’s
application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to
1 CAGR - Compounded Annual Growth Rate the cloud provider’s application software, are recognised as operating expenses when the services are received unless such costs
are incurred for the development of software code that is under the Groups control.
The Group has determined the values assigned to each of the above key assumptions as follows:
The costs incurred for the development of software code that enhances or modifies or creates additional capability to existing
Long term growth rate
on-premise systems and is under the Group’s control meet the definition of and recognition criteria for an intangible asset. These
This is the weighted average growth rate used to extrapolate cash flows beyond the forecast period. The rates are consistent with costs are recognised as intangible software assets and amortised over the useful life of the software on a straight-line basis. The
forecasts included in industry reports. useful lives of these assets are reviewed at least at the end of each financial year, and any change accounted for prospectively as
a change in accounting estimate.
Post tax discount rate
Reflects specific risks relating to the relevant segments and the countries in which they operate. In a contract where the cloud provider provides both the SaaS configuration and customisation, and the SaaS access over the
contract term, judgement is applied to determine whether these services are distinct from each other or not, and therefore,
Revenue growth rate whether the configuration and customisation costs incurred are expensed as the software is configured or customised (i.e. upfront),
Revenue growth rate includes considerations of sales volume and sales price assumptions: or over the SaaS contract term. Specifically, where the configuration and customisation activities significantly modify or customise
the cloud software, these activities will not be distinct from the access to the cloud software over the contract term. Judgement
• Sales volume: The Group has not considered any growth in sales volume over the five-year forecast period. has been applied in determining whether the degree of customisation and modification of the cloud-based software that would be
• Sales price: It is based on recent price negotiations with the customers which are incorporated in FY24 cash flows and deemed significant.
average annual growth rate over the remaining 5 years forecast period based on long term inflation forecasts and expected
input costs inflation.
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Note 17. Other financial assets Significant accounting policies
Other financial assets represent a term deposit placed with one of the Group’s senior lenders as a security for the bank guarantee These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are
facility of US$18.0m (refer to note 34). The bank guarantee facility was used for the issuance of US$18.0m bank guarantee which unpaid. The amounts are unsecured and are presented as current liabilities unless payment is not due within 12 months after the
secured the future instalment obligations related to US litigation settlement made in FY22 and is progressively stepping down from reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective
March 2023 until January 2027 as instalments are paid. Accordingly, the term deposit is also progressively released to the Group interest method.
over the same period.
Note 19. Lease liabilities - Current
Consolidated
Consolidated
2023 2022
$’000 $’000 2023 2022
$’000 $’000
Term Deposit
AASB 16 lease liabilities 3,737 1,243
Current 7,125 -
Refer to note 24 for further information on leasing arrangements.
Non-Current 18,665 -
25,790 - Note 20. Bank borrowings - Current
Consolidated
Movement in the carrying amount at the beginning and end of the current and previous year is set out below:
2023 2022
2023 2022 $’000 $’000
$’000 $’000
Recourse debtor financing facilities 12,022 13,114
Additions 24,807 -
Equipment financing facilities 12,502 11,629
Accrued Interest 744 -
24,524 24,743
Proceeds from step down in term deposit (including interest)1 (2,086) -
Unrealised exchange gain 2,325 - Refer to note 25 for further information on financing arrangements.
Closing balance 25,790 - Note 21. Employee benefit obligations - Current
1 Proceeds during the year include interest received on term deposit amounting to $0.4m. Consolidated
2023 2022
Significant accounting policies
$’000 $’000
Term deposit is classified as ‘financial assets measured at amortised cost’ under AASB 9 and recorded at face value, which is
Annual leave 5,187 5,590
equivalent to its amortised cost using the effective interest method. Interest is accrued over the term of deposits and is received
periodically or at maturity. Interest accrued but not received is included in accrued interest. Long service leave 654 515
For the purposes of cash flow statement, term deposit is classified as cash and cash equivalents if it is held for the purpose of 5,841 6,105
meeting short term cash commitments rather than for investment or other purposes. In other words, it must be readily convertible
to a known amount of cash and be subject to an insignificant risk of changes in value. Therefore, a term deposit normally qualifies Significant accounting policies
as a cash equivalent only when it has a short maturity of, say, three months or less from the date of acquisition.
Short-term employee benefits
Note 18. Trade and other payables Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to
be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in
Consolidated respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when
2023 2022 the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
$’000 $’000
Note 22. Provisions - Current
Trade payables 43,890 53,081
Consolidated
Accrued expenses 10,920 12,492
2023 2022
Other payables 4,724 2,421
$’000 $’000
59,534 67,994 Onerous contracts provision 243 4,683
US litigation settlement related provision - 3,948
Consolidated
Lease make good provision 53 200
2023 2022
$’000 $’000 Other restructuring provisions 230 520
Payable to related parties (note 38) 996 2,554
526 9,351
Trade payables, including amounts payable for capital expenditure, are paid on average within 60 days of invoice date (FY22: 60 days).
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Note 22. Provisions - Current (cont.) Note 24. Lease liabilities – Non current
Movements in provisions Consolidated
Movements in each class of provision during the current financial year are set out below. Movement in provisions during FY22 2023 2022
solely comprise of recognition of balances. $’000 $’000
AASB 16 lease liabilities 89,359 96,501
Onerous contracts US litigation settlement Lease make Other restructuring Total
Consolidated provision related provision good provision provision Current 3,737 1,243
$’000 $’000 $’000 $’000 $’000
Non-current 89,359 96,501
Balance at 1 July 2021 - - - - -
93,096 97,744
Additional provisions recognised 4,683 3,948 200 520 9,351
Movement during the year in total lease liabilities (current and non-current) is as follows:
Balance at 30 June 2022 4,683 3,948 200 520 9,351
Opening balance 97,744 112,474
Additional provisions recognised 789 - - 93 882
Additions 5,394 2,013
Amounts used (5,229) (3,435) - (328) (8,992)
Repayment (11,196) (12,073)
Unused amount reversed - (513) (147) (55) (715)
Remeasurement of lease liabilities1 (8,848) (14,718)
Balance at 30 June 2023 243 - 53 230 526
Interest 10,002 10,048
Significant accounting policies Closing balance 93,096 97,744
Onerous contracts provision The following table presents the contractual undiscounted cash flows for
lease obligations as at 30 June 2023:
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the
economic benefits expected to be received under it. The unavoidable costs of meeting the obligations under the contract are Within one year2 12,757 10,817
the lower of the cost of fulfilling the contract and any compensation or penalties arising from failure to fulfil it. Onerous contract
One to five years2 42,813 41,138
provision represents the present value of net unavoidable costs that will be incurred until the end of the contract where the
obligation is expected to exceed the economic benefit to be received. More than five years3 91,514 82,165
Provision for legal claims, make good obligations and restructuring expenses More than five years - extension options assumed to be exercised4 132,508 153,404
Provisions for legal claims, make good obligations and restructuring expenses are recognised when the Group has a present 279,592 287,524
legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. 1 The Group renegotiated its land and building lease with a related party at Shepparton (VIC) site and remeasured the lease liability based on the revised terms with
the corresponding adjustment in the right of use asset. The remeasurement arose from reduction in lease rentals and fixed escalation. This lease modification is
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by not accounted as a separate lease and hence the Group remeasured the lease based on the revised terms of the modified lease by discounting the revised lease
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any payments using an increased discount rate of 10% at the effective date of modification.
one item included in the same class of obligations may be small. 2 Non-cancellable lease payments.
3 Non-cancellable lease payments, subject to market review.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present 4 Cancellable lease but extension options are considered reasonably certain to be exercised, subject to market review.
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects
Refer to note 33 for further information on financial instruments.
current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to
the passage of time is recognised as interest expense.
Significant accounting policies
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value
Note 23. Other financial liabilities - Current
of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate
Consolidated cannot be readily determined, the Group’s incremental borrowing rate.
2023 2022 Variable lease payments not included in the initial measurement of the lease liability are recognised directly in the statement of
$’000 $’000
profit or loss.
US litigation settlement liability 6,787 6,532
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
The litigation settlement amount represents the current portion of the amount payable under the US litigation settlement effective interest method) and by reducing the carrying amount to reflect the lease payments made.
agreement being the future payments due within the next 12 months.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment
of exercise of purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a
revised discount rate;
• the lease payments change due to changes in an index of rate or a change in the amount expected to be payable under a
residual value guarantee; or
• a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised
discount rate at the effective date of the modification.
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Note 25. Bank borrowings – Non current The total banking facilities as at 30 June 2023 are shown below:
Consolidated
Consolidated
2023 2022
2023 2022 $’000 $’000
$’000 $’000
Total facilities
Revolver financing facilities 28,000 17,000
Revolving financing facilities 46,000 36,000
Equipment financing facilities 50,555 62,980
Recourse debtor financing facilities 20,000 25,000
Less: transaction costs (654) (518)
Equipment financing facilities 63,057 74,609
77,901 79,462
129,057 135,609
Refer to note 33 for further information on financial instruments.
Used at the reporting date
Total drawn secured bank borrowings
Revolving financing facilities 28,000 17,000
The total drawn secured bank borrowings (current and non-current) are as follows:
Recourse debtor financing facilities 12,022 13,114
Consolidated Equipment financing facilities 63,057 74,609
2023 2022
103,079 104,723
$’000 $’000
Unused at the reporting date
Revolver financing facilities 28,000 17,000
Revolving financing facilities 18,000 19,000
Recourse debtor financing facilities 12,022 13,114
Recourse debtor financing facilities 7,978 11,886
Equipment financing facilities 63,057 74,609
Equipment financing facilities - -
103,079 104,723
25,978 30,886
Banking Facilities
The Group’s primary bank facilities are arranged with HSBC Bank Australia Limited (HSBC) and National Australia Bank (NAB). The table above does not contain the limited recourse debtor finance facility.
They include a syndicated revolving credit facility (from HSBC and NAB), equipment financing facilities (from NAB) and debtor
Unutilised financing facilities
financing facilities (from HSBC).
The Group had unutilised banking facilities relating to revolving financing facilities amounting to $18.0m (FY22: $19.0m) as at
The Group has other bi-lateral facilities from a range of financiers including equipment finance and other general transactional 30 June 2023. The Group has unutilised banking facilities relating to recourse debtor financing facilities which are available to
banking facilities as required for the operations of the Group’s business. the Group only in certain circumstances, amounting to $8.0m (FY22: $11.9m) at 30 June 2023.
Syndicated Revolving Credit Facility In the statement of cash flows, the funds received from the bank under the limited recourse debtor facility are included in cash
The Group has a $46.0m (FY22: $36.0m) syndicated revolving credit facility with HSBC and NAB with a maturity date of 4 July 2025. flows from operations as receipts from customers. Funding received from the full recourse debtor facility is included in the
The Group had utilised $28.0m (FY22: $17.0m) at 30 June 2023 with the balance undrawn. consolidated statement of cash flows under financing activities as proceeds from borrowings.
The syndicated facility is secured over all the assets and undertaking of the Group (other than low value subsidiaries), as well as Note 26. Convertible notes – Non current
mortgages over real property owned by the Group and key property leases.
Consolidated
Equipment Financing Facilities 2023 2022
The equipment financing facilities relate to specific equipment operating at the Group’s Shepparton and Ingleburn operating sites. $’000 $’000
It also includes vehicle financing facilities. The equipment finance facilities are secured over the assets financed under the relevant Financial liabilities carried at fair value - Convertible notes
facility. These facilities are over a period of 1 to 6 years and the final residuals on the current arrangements are due between 2023
and 2027. Tranche A 267,354 227,262
Tranche B 28,124 25,798
Debtor Finance Facilities
HSBC has provided the Group with a limited recourse debtor finance facility of $55.0m (FY22: $65.0m), which forms part of the 295,478 253,060
Group’s working capital management. Under this facility, the Group sells receivables of its major grocery retail customers to HSBC
in exchange for cash. These receivables are de-recognised as an asset, as the significant risk associated with the collection of the
receivables is transferred to HSBC at the time of sale. Accordingly, the amount funded under this facility is not recognised as a
liability by the Group. The funded amount under this facility as at 30 June 2023 was $41.5m (FY22: $36.2m).
The Group also has a full recourse debtor finance facility with total limit of $20.0m (FY22: $25.0m). Under this facility, the Group
sells receivables from its out-of-home channel. The receivables are recognised as an asset since the risk has not fully transferred
to HSBC at the time of sale. The Group is responsible for the collection of the receivables. HSBC has recourse to the Group if the
debt is unrecoverable. As at the balance sheet date, the Group utilised an amount of $12.0m (FY22: $13.1m) from the full recourse
debtor finance facility. An equal amount of trade receivables is held as collateral against utilised facility.
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Note 26. Convertible notes – Non current (cont.) The convertible notes are classified entirely as liabilities and as the embedded conversion features of the notes meet the definition
of a derivative, the Group has designated the whole convertible note as at fair value through profit or loss.
Tranche A
The Group issued 265,000,000 unlisted, subordinated, secured, redeemable convertible loan notes on 27 May 2021. A summary of Given the complex structure of the convertible notes, the Group obtains assistance from professional valuers to estimate the fair
the key terms of convertible notes is summarised below: value at the reporting date. For the purposes of estimating fair value at 30 June 2023, Monte Carlo Simulation Option Pricing Model
was applied which used option pricing mathematics to simulate future equity values. This methodology allows incorporation of the
• fully paid – the issue price of $1.00 per note is paid to the Group before the notes are issued; probability of exercising the conversion option and the investor’s right to redeem in the valuation.
• maturity - the notes have a maturity date of 6 years from issuance;
Due to a decrease in Noumi’s share price and credit spread market prior to year-end, the overall value of the convertible notes
• redeemable – the notes may be redeemed, which means the Group may be required to buy back the notes prior to the maturity increased by $42.4m at 30 June 2023 (FY22: decreased by $25.0m). The increase in fair value amounting to $39.5m arose mainly
date at the Makewhole Amount ranging between $463.8m in Year 1 to $609.5m in Year 6 ($1.75 in Year 1 to $2.3 in Year 6 per note) due to the capitalisation of interest during the year as well as decrease in discount rate in relation to plain vanilla bond and make
subject to certain conditions; whole amounts. A further increase of $2.9m is recorded in other comprehensive income due to the change in credit spread in
• subordinated secured – the notes are secured by security granted by the Group and the Guarantors over all of their assets and accordance with AASB 9. These fair value changes do not impact the redemption and conversion rights available to the investors
undertakings, to the Trustee under the terms of the Transaction Documents; under the terms of the convertible notes.
• ranked, for security purposes, after all Priority Permitted Debt – the notes have priority over the Group’s ordinary shares, all Since the Group has classified the convertible notes as fair value through profit or loss, capitalised interest of $27.9m for FY23
Shortfall Debt and the claims of unsecured creditors, however the notes rank behind the Group’s Priority Permitted Debt and the (FY22: $25.9m) is not recorded in profit and loss as interest expense although implied in the fair value approach. The face value of
claims of other creditors with priority at law in a winding up; the convertible notes of $292.0m with capitalised interest to date of $53.8m equate to $345.8m which is fair valued at $295.5m on
• convertible into shares – the notes are converted into shares calculated by dividing the Equity Conversion Amount by a the balance sheet as at 30 June 2023.
Conversion Price of $0.70;
Significant accounting policies
• interest - for the first 27 months the Notes bear a cash interest of 7.0% p.a. or of 8.5% p.a. if the interest payment is capitalised.
The convertible notes are classified entirely as liabilities because they were issued with the conversion features that are not closely
After the first 27 months, the Group can elect to pay 7.0% cash interest p.a. or to pay a total interest rate of 8.5% p.a. but broken
related to the debt host contract. As the instrument contains an embedded derivative, it has been designated as at fair value
down between a minimum 5.0% p.a. cash and 3.5% p.a capitalisation of interest.
through profit or loss on initial recognition and as such the embedded conversion feature is not separated. All transaction costs
The references to the above mentioned terms can be found in the transaction documents released on 27 May 2021. related to financial instruments designated as at fair value through profit or loss are expensed as incurred.
The component of fair value changes relating to the Group’s own credit risk is recognised in OCI. Amounts recorded in OCI related
Tranche B
to credit risk are not subject to recycling in profit or loss but are transferred to retained earnings upon redemption or conversion.
The Group issued 27,200,000 unlisted, subordinated, secured, redeemable convertible loan notes on 4 May 2022. A summary of the
Fair value changes relating to market risk are recognised in the statement of profit or loss.
key terms of convertible notes is summarised below:
• fully paid – the issue price of $1.00 per note is paid to the Group before the notes are issued; Note 27. Employee benefit obligations – Non current
• maturity – the notes have a maturity date of 5 years from issuance; Consolidated
• redeemable – the notes may be redeemed, which means the Group may be required to buy back the notes prior to the maturity 2023 2022
date at the Makewhole Amount ranging between $47.3m in Year 1 to $62.6m in Year 5 ($1.74 in Year 1 to $2.3 in Year 5 per note) $’000 $’000
subject to certain conditions;
Long service leave 416 355
• subordinated secured – the notes are secured by security granted by the Group and the Guarantors over all of their assets and
Long term incentive 946 719
undertakings, to the Trustee under the terms of the Transaction Documents;
• ranked, for security purposes, after all Priority Permitted Debt – the notes have priority over the Group’s ordinary shares, all 1,362 1,074
Shortfall Debt and the claims of unsecured creditors, however the notes rank behind the Group’s Priority Permitted Debt and the
claims of other creditors with priority at law in a winding up; Significant accounting policies
• convertible into shares – the notes are converted into shares calculated by dividing the Equity Conversion Amount by a Long term employee benefits
Conversion Price of $0.32;
The Group also has liabilities for long service leave and long-term incentive plan that are not expected to be settled wholly within
• interest – for the first 27 months the Notes bear a cash interest of 7.0% p.a. or of 8.5% p.a. if the interest payment is capitalised. 12 months after the end of the period. These obligations are therefore measured as the present value of expected future payments
After the first 27 months, the Group can elect to pay 7.0% cash interest p.a. or to pay a total interest rate of 8.5% p.a. but broken to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit
down between a minimum 5.0% p.a. cash and 3.5% p.a capitalisation of interest. method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of
service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate
The references to the above mentioned terms can be found in the transaction documents released on 4 May 2022.
bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a
Movement of the fair values at the beginning and end of the current and prior financial year are set out below: result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
Consolidated Note 28. Other financial liabilities – Non current
2023 2022
Consolidated
$’000 $’000
2023 2022
Opening balance 253,060 251,006
$’000 $’000
Proceeds from issue of convertible notes - 27,024 US litigation settlement liability 12,196 17,272
Fair value changes through profit or loss 39,486 (9,461)
The litigation settlement amount represents the non-current portion of the amount payable under the US litigation settlement
Fair value changes through other comprehensive income 2,932 (15,509) agreement being the present value of future payments not due within the next 12 months.
295,478 253,060
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Note 29. Deferred tax Note 30. Issued Capital
Deferred tax comprises temporary differences attributable to the following: Consolidated
2023 2022 2023 2022
Consolidated
Shares Shares $’000 $’000
2023 2022 Ordinary shares - fully paid 277,109,319 277,109,319 598,698 598,698
$’000 $’000
Convertible redeemable preference shares - fully paid 101,130 101,130 14 14
Deferred tax asset/(liabilities)
277,210,449 277,210,449 598,712 598,712
Lease liabilities 27,814 29,315
Finance facilities 18,754 22,180 Ordinary shares
Provision 4,703 6,731 Fully paid ordinary shares carry one vote per share and carry the right to dividends. The Company does not have a limited amount
of authorised capital and issued shares do not have a par value.
Property, plant and equipment 5,046 1,987
Ordinary shares are classified as equity.
Right of use assets (16,489) (19,018)
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from
Convertible notes (19,892) (12,419) the proceeds.
Intangibles (1,768) (1,768) Convertible redeemable preference shares (CRPS)
Other 8,371 6,236 The CRPS are perpetual with no maturity, but redeemable after 3 years from the issuance date (16 December 2013) at the option
of the Company. The CRPS are transferable and are convertible at the option of the CRPS holder. The dividend rate is 9.0% p.a. on
26,539 33,244 the issue price of $0.30. It is a preferred, discretionary and non-cumulative dividend and CRPS holders have no claim or entitlement
in respect of a non-payment.
Unrecognised temporary differences (26,539) (33,244)
If the dividend is declared by the Directors, it will be payable half-yearly in arrears i.e., in April and November each year. CRPS
Deferred tax recognised - -
holders who convert their CRPS prior to a dividend payment date will not be entitled to any dividend for that part period in respect
of that CRPS. However upon conversion to ordinary shares a holder who is on the register on the record date for a dividend
Carry forward tax losses of $612.3m (FY22: $591.1m) and capital allowances of $16.1m (FY22: $24.5m), have not been recognised in
payable in respect of ordinary shares will be entitled to the full ordinary dividend for that period. CRPS holders are entitled to
deferred tax.
receive dividends in priority to holders of ordinary shares and equally with the holders of other CRPS that may be issued by
Deferred tax movements are as follows: Company on these terms.
Consolidated CRPS are convertible into fully paid ordinary shares in the Company on the basis that each CRPS is convertible at the election of
the CRPS holder into one ordinary share, subject to any restrictions imposed by the Corporations Act 2001 and ASX Listing Rules.
2023 2022
There is no time limit within which CRPS must be converted. No additional consideration is payable on conversion.
$’000 $’000
Opening balance - - Notwithstanding the right of holders of CRPS to convert at any time, all CRPS will convert into ordinary shares automatically on the
occurrence of certain trigger events including certain transactions involving a change in control of Company, such as a takeover of
Property, plant and equipment 3,060 20,959 Company or a scheme or merger between Company and another body.
Intangibles - 4,669 The Company may redeem the CRPS, 3 years from the date of issue of the CRPS, at its option for the payment per CRPS of the
Right of use asset 2,529 6,905 higher of:
Provisions (2,028) (132) • the issue price of $0.30; and
• an amount determined by the Board of the Company with reference to the value of a CRPS as determined by an independent
Lease liabilities (1,501) (4,390)
expert appointed by the Board.
Finance facilities (3,425) (3,347) The Company at this time has no plans to redeem the remaining CRPS still on issue.
Convertible notes (7,473) (11,790)
Share options
Other 2,133 14,680 The Group issued 27,698,189 options on 30 July 2021 which were quoted on the ASX from 2 August 2021.
Movement for the year (6,705) 27,554 The options are exercisable at $0.98 per option any time during the period commencing on the business day immediately following
the release of FY23 annual report and 30 July 2027. If all 27,698,189 options are exercised before 30 July 2027, the Group will raise
Deferred tax asset recognised/(not recognised) 6,705 (27,554) approximately $27,144,225 which will be used for general corporate purposes.
Closing balance - -
Note 31. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Franking credits
No franking credits balance is available at the reporting date for the current and previous financial year.
112 113
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Note 32. Reserves Note 33. Financial instruments
Consolidated Capital Risk Management
2023 2022 The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the
$’000 $’000 return to stakeholders through the optimisation of debt and equity balances including share options.
Common control reserve (60,878) (60,878)
The capital structure of the Group consists of debt, which includes borrowings, convertible loan notes, cash and cash equivalents
Foreign currency translation reserve (111) (118) and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as disclosed in
their respective notes.
Convertible notes reserve (note 26) 7,924 10,856
Operating cash flows are used for day to day operations, investing and financing purposes. The Group’s policy is to borrow
Fair value reserve (note 13) (4,702) - centrally, using a variety of capital market issues and borrowing facilities, to meet anticipated funding requirements.
(57,767) (50,140) Market risk
The Group’s activities expose it primarily to the financial risk of changes in foreign currency exchange rates and interest rates. The
Common control reserve
Group adopts a natural hedge approach and at times enters into forward exchange and option contracts to manage net foreign
The common control reserve is used to account for the acquisition of Pactum Australia and Pactum Dairy Group by the Group. currency risk on its imports and exports.
Upon disposal of all interests in Pactum Australia or Pactum Dairy Group by the Group, the applicable reserve would be transferred
to retained earnings. Significant accounting polices
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement
Foreign currency translation reserve
and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity
The foreign currency translation reserve is used to recognise exchange differences arising from the translation of the financial instrument are disclosed in note 2.
statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net
investments in foreign operations. Forward foreign exchange contracts
At times, the Group enters into forward foreign exchange contracts to hedge specified amounts of foreign currencies in the
Convertible notes reserve
future at stipulated exchange rates. The objective of entering into the forward exchange contracts is to protect the Group against
The convertible notes reserve represents fair value changes arising from Group’s own credit risk which are recognised in OCI. unfavourable exchange rate movements for the contracted purchases and sales undertaken in foreign currencies.
Amounts recorded in OCI related to credit risk are not subject to recycling in profit or loss but are transferred to retained earnings
when realised. The following table details the forward foreign exchange contracts outstanding as at reporting date in Australian dollars:
Fair value reserve Sell Australian dollars Average exchange rates
The Group has elected to recognise changes in the fair value of certain investments in equity securities in OCI (refer to note 13). 2023 2022 2023 2022
These changes are accumulated within the FVOCI reserve within equity. The Group transfers amounts from this reserve to retained $’000 $’000 $ $
earnings when the relevant equity securities are derecognised.
Buy US dollars
Movements in reserves Maturity:
Movements in each class of reserve during the current and previous financial year are set out below:
0-3 months - 24,776 - 0.7265
Consolidated Common Foreign currency Convertible Fair value Total
The following table details the forward foreign exchange contract at fair value as at reporting date in Australian dollars:
control reserve translation reserve notes reserve reserve
$’000 $’000 $’000 $’000 $’000
Consolidated
Balance at 1 July 2021 (60,878) 500 - - (60,378)
2023 2022
Fair value changes (note 26) - - 15,509 - 15,509
$’000 $’000
Deferred tax (notes 7 and 29) - - (4,653) - (4,653)
Buy US dollars - less than 3 months - 1,342
Foreign currency translation - (618) - - (618)
Balance at 30 June 2022 (60,878) (118) 10,856 - (50,140) The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise.
Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
Fair value changes (notes 26 and 13) - - (2,932) (4,702) (7,634)
Foreign currency translation - 7 - - 7 Assets Liabilities
Balance at 30 June 2023 (60,878) (111) 7,924 (4,702) (57,767) Consolidated 2023 2022 2023 2022
$’000 $’000 $’000 $’000
US Dollar 42,367 20,285 28,177 12,018
Euro - - 515 610
New Zealand Dollar - - - 1
Chinese Yuan 4,010 3,121 659 35
Singapore Dollar 65 154 711 313
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Note 33. Financial instruments (cont.) Interest rate sensitivity analysis
Since the Group’s borrowings are largely at fixed rates (FY23: $358.6m and FY22: $327.7m), it does not have a material exposure to
Foreign currency sensitivity analysis
interest rate changes and hence sensitivity analysis is not included in the financial statements.
The following table details the sensitivity to an increase/decrease in the Australian dollar against the relevant currencies in relation
to foreign exchange exposures. Sensitivity rates of 5% (USD), 3% (EUR), 4% (CNY) and 3% (SGD) have been used as these represent Credit risk management
management’s assessment of a reasonable change in foreign exchange rates. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial
A positive number indicates an increase in profit where the Australian Dollar strengthens against the respective currency. For a
loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate
weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on the profit and
values of transactions concluded are spread amongst approved counterparties.
the balances below would be negative.
For trade receivables, the Group has applied the simplified approach in AASB 9 to measure the loss allowance at lifetime ECL.
The foreign currency sensitivity analysis sets out the sensitivity to variations in exchange rate on foreign currency receivables,
The Group determines the expected credit losses on these items by using a provision matrix, estimated based on historical credit
payables and cash and cash equivalents at year end in the Group.
loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates
AUD strengthened AUD weakened of future economic conditions. Accordingly, the credit risk profile of these assets is presented based on their past due status in
terms of the provision matrix.
Consolidated - 2023 change Effect on loss Effect on change Effect on loss Effect on
before tax equity before tax equity Note 10 includes further details on the loss allowance for these assets.
$’000 $’000 $’000 $’000
The credit risk on term deposit and liquid funds is limited because the Group only deposits monies with Australian banking
US dollar 5% (675) (675) 5% 747 747
counterparties with high credit ratings assigned by international credit rating agencies.
Euro 3% 15 15 3% (16) (16)
The maximum exposure to credit risk, excluding the value of any collateral or other security, at statement of financial position
Chinese Yuan 4% (129) (129) 4% 140 140 date, to recognised financial assets of the Group which have been recognised on the statement of financial position is the carrying
amount, net of any allowance for doubtful debts.
Singapore dollars 3% 19 19 3% (20) (20)
(770) (770) 851 851 Liquidity risk management
Liquidity risk arises from the possibility that the Group may be unable to settle a transaction on the due date. The ultimate
responsibility for liquidity risk management rests with the Board of Directors and executive management. The Group’s Treasury
AUD strengthened AUD weakened
manages risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring
Consolidated - 2022 change Effect on loss Effect on change Effect on loss Effect on forecasts and actual cash flows and matching the maturity profiles of financial assets and liabilities.
before tax equity before tax equity
Included in Note 25 is detail of the current status of funding facilities.
$’000 $’000 $’000 $’000
US dollar 5% (394) (394) 5% 435 435 Contractual cash flow
Euro 3% 18 18 3% (19) (19) Consolidated - 2023 Carrying Weighted average Less than Between 1 More than Total
Chinese Yuan 4% (119) (119) 4% 129 129 amount effective interest rate 1 year and 5 years 5 years
$’000 $’000 $’000 $’000 $’000
Singapore dollars 3% 5 5 3% (5) (5)
Non-interest bearing
(490) (490) 540 540
Trade and other payables 59,534 - 59,534 - - 59,534
Interest rate risk management Payable to related parties 996 - 996 - - 996
At 30 June 2023, the Group’s borrowings are largely at fixed rates (convertible loan notes and equipment finance facilities):
Other financial liabilities 18,983 - 6,787 13,575 - 20,362
2023 2022
Interest bearing - variable
Weighted average Balance Weighted average Balance
Recourse debtor financing facilities 12,022 7.69% 12,022 - - 12,022
effective interest rate $’000 effective interest rate $’000
Cash and cash equivalents - 18,560 - 16,210 Revolver financing facilities 28,000 7.82% 2,190 30,220 - 32,410
Term deposit (variable interest rate) 3.30% 25,790 - - Interest bearing - fixed
Recourse debtor financing facilities Equipment financing facilities 63,057 4.73% 15,418 54,099 - 69,517
7.69% (12,022) 4.69% (13,114)
(variable interest rate)
Convertible notes1 295,478 8.50% 8,853 662,802 - 671,655
Revolving financing facilities
7.82% (28,000) 5.21% (17,000)
(variable interest rate) 478,070 105,800 760,696 - 866,496
Equipment financing facilities
4.73% (63,057) 4.74% (74,609)
(fixed interest rate) 1 T he convertible notes provide redemption and equity conversion options. Given the number of potential alternatives and the timing of the potential cash
repayment, the amount shown in the above table is indicative and the actual cash flows may be different.
Convertible notes (fixed interest rate)1 8.50% (295,478) 8.50% (253,060)
(354,207) (341,573)
1 T he Group is capitalising interest payments on convertible notes and hence subject to a fixed interest rate of 8.5% p.a. Since the Group designated convertible
notes at fair value through profit or loss and the interest is capitalised, no interest expense is recognised separately in the consolidated statement of profit or loss.
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Note 33. Financial instruments (cont.) The following table details the Group’s assets and liabilities measured at fair value at 30 June 2023 and 30 June 2022.
Contractual cash flow As at 30 June 2023 Level 1 Level 2 Level 3 Total
$’000 $’000 $’000 $’000
Consolidated - 2022 Carrying Weighted average Less than (Restated)2 Between More than (Restated)2
Assets
amount effective interest rate 1 year 1 and 5 years 5 years Total
$’000 $’000 $’000 $’000 $’000 Financial assets at fair value through OCI – JLL - - 743 743
Non-interest bearing Liabilities
Trade and other payables 67,994 - 67,994 - - 67,994 Convertible notes - 295,478 - 295,478
Payable to related parties 2,554 - 2,554 - - 2,554
Level 1 Level 2 Level 3 Total
As at 30 June 2022
Other financial liabilities 23,804 - 6,532 19,596 - 26,128 $’000 $’000 $’000 $’000
Interest bearing - variable Assets
Investment at fair value through OCI - JLL - - 5,857 5,857
Recourse debtor financing facilities 13,114 4.69% 13,114 - - 13,114
Investment at fair value through profit or loss - AFMH - - 29,651 29,651
Revolving financing facilities 17,000 5.21% 886 17,812 - 18,698
- - 35,508 35,508
Interest bearing - fixed
Liabilities
Equipment financing facilities 74,609 4.74% 14,932 71,194 - 86,126
Convertible notes - 253,060 - 253,060
Convertible notes1 253,060 8.50% - 671,655 - 671,655
There were no transfers between Level 1, Level 2 and Level 3 fair value hierarchies.
452,135 106,012 780,257 - 886,269
Financial risk management objectives
1 The convertible notes provide redemption and equity conversion options. Given the number of potential alternatives and the timing of the potential cash
repayment, the amount shown in the above table is indicative and the actual cash flows may be different. The Group’s Treasury provides services to each of the group businesses, and co-ordinates access to domestic and international
2 The contractual cash flows as at 30 June 2022 have been restated to align with the methodology used in FY23 to calculate the estimate of the potential cash financial markets, for the purpose of monitoring and managing the financial risks relating to the operations of the Group.
payments under the terms of the convertible notes. Accordingly, the previously reported contractual cash flows for the convertible notes of $731.2m, has
reduced by $59.5m to $671.7m. The Group seeks to minimise the effects of these risks, by using derivative financial instruments to hedge these risk exposures. The
use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles
Fair value of financial instruments
on foreign exchange risk and interest rate hedging risk. The Group does not enter into or trade financial instruments, including
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values. derivative financial instruments, for speculative purposes.
For financial instruments measured and carried at fair value, the Group uses the following to categorise the methods used:
Consolidated
• Level 1: fair value is calculated using quoted prices in active markets for identical assets or liabilities. 2023 2022
• Level 2: fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the asset or $’000 $’000
liability, either directly (as prices) or indirectly (derived from prices). Debt1 102,425 104,205
• Level 3: fair value is estimated using inputs for the asset or liability that are not based on observable market data.
Convertible notes 295,478 253,060
From time to time, the Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange
Lease liabilities - AASB 16 93,096 97,744
rate risk, including forward foreign exchange contracts and options. Derivative financial instruments are classified as Level 2, as
the fair values are calculated based on observable market interest rates and foreign exchange rates. The fair values of interest Cash and cash equivalents (18,560) (16,210)
rate derivatives are calculated as the present value of the estimated future cash flows based on observable yield curves. The fair
Net debt 472,439 438,799
value of the foreign currency forwards is calculated as the difference between the forward rate and the spot exchange rate at the
balance sheet date. The Group has no forward foreign exchange contracts on issue as at 30 June 2023.
The fair value of the Group’s investments in JLL is determined after taking into consideration various valuation approaches including Equity2 (203,543) (149,011)
income approach (discounted cash flow analysis) and market approach using prices and other relevant information generated by
market transactions involving identical or comparable businesses and interest shown by shareholders. Investment in JLL is classified 1 Debt is defined as long and short-term borrowings, as detailed in the notes to the financial statements.
as Level 3, as the fair value at 30 June 2023 is based on cash flow forecast discounted using an appropriate discount rate. 2 Equity includes all capital and reserves.
The fair value of convertible loan notes is independently determined using a Monte Carlo Simulation Option Pricing Model If the convertible notes are converted to equity, the net debt will reduce to $177.0m (FY22: $185.7m) and equity will increase to
(MCSOPM) that takes into account the equity conversion options, redemption options, make whole payment scenario, expected $91.9m (FY22: $104.0m).
price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the convertible loan
notes and interest payment options. Since convertible loan notes are not traded in an active market and the valuation exercise
involves a combination of observable market data and unobservable inputs, the convertible loan notes are classified as Level 2.
The Group has not adopted hedge accounting during the financial year or previous corresponding year.
118 119
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Note 34. Capital commitments and contingent liabilities Class Action
Two separate class action proceedings were commenced against the Company and its auditor at the time, Deloitte Touche
Consolidated
Tohmatsu, alleging breaches of the Corporations Act 2001, the Australian Securities and Investments Commission Act and
2023 2022 Australian Consumer Law. On 16 December 2021, the Company was served with a consolidated statement of claim following
$’000 $’000 orders made by the Court that the two proceedings be consolidated and conducted as a single proceeding with Slater & Gordon
Capital commitments and Phi Finney McDonald acting jointly as solicitors for the plaintiffs.
Committed at the reporting date but not recognised as liabilities: The Group is defending the litigation and has engaged legal counsel to assist in doing so. Pleadings have closed in the consolidated
proceeding and the parties are engaged in the process of discovery which is currently scheduled to be completed in 2023.
Property, plant and equipment 2,324 3,483
No evidence has been filed nor have the plaintiffs quantified their claims as yet, so the proceeding is still in its early stages.
In November 2022, a group costs order was made by the Court permitting the legal costs payable to the class action law firms
Consolidated
acting for the plaintiffs and group members to be paid as a percentage of any award or settlement that may be recovered, with
2023 2022 that percentage fixed at 22% (inclusive). Based on information available at the date of this report, the Company cannot determine
$’000 $’000 the likelihood and quantum of any liability arising.
Contingent liabilities
No liability has been recognised in the consolidated financial statements for any compensation, penalties and/or costs for which
Contingencies at the reporting date but not recognised as liabilities: the Company may be liable in either of these litigations, other than for legal costs incurred as at 30 June 2023.
Bank guarantees related to US litigation settlement 25,452 26,129
Note 35. Interests in subsidiaries
The Group’s principal subsidiaries at 30 June 2023 are set out below. Unless otherwise stated, they have share capital consisting
Bank guarantees related to US Litigation Settlement
solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting
The Company entered into a separate bank guarantee facility of US$18.0m with one of its senior lenders. The bank guarantee rights held by the Group.
facility was used for the issuance of US$18.0m bank guarantee which secured the future instalment obligation related to US
litigation settlement made in FY22 and is progressively stepping down from March 2023 until January 2027 as instalments are paid. Ownership interest
A contingent liability exists only in the event that the term deposit provided as collateral is not available to satisfy the obligation Principal place of business /
Name 2023 2022
under the US litigation settlement and guarantee arrangement. Country of incorporation
ASIC proceedings Paramount Seafoods Pty Limited1 Australia 100.00% 100.00%
ASIC commenced an investigation in 2020 in relation to, among other things, suspected breaches of the Corporations Act 2001 Noumi Operations Pty Ltd1 Australia 100.00% 100.00%
(including continuous disclosure and financial reporting obligations) by the Company and/or officers and directors of the
Noumi Financing Pty Ltd1 Australia 100.00% 100.00%
Company between 1 July 2014 and 30 June 2020 (ASIC Investigation).
Noumi Manufacturing Pty Ltd Australia 100.00% 100.00%
Following conclusion of the ASIC Investigation, ASIC commenced civil penalty proceedings on 24 February 2023 against Noumi and
two of the Company’s former officers in the Federal Court of Australia in relation to alleged historic breaches of continuous disclosure Pactum Australia Pty Ltd1 Australia 100.00% 100.00%
obligations. The proceedings concern alleged failures to disclose material information to the ASX regarding the value of Noumi’s
inventories in its Financial Report for the full year ended 30 June 2019 (FY19) and in its Financial Report for the half year ended 31 Pactum Dairy Group Pty Ltd1 Australia 100.00% 100.00%
December 2019 (H1 FY20); and additionally regarding the value of Noumi’s reported sales revenue, gross profit and profit before tax Noumi IP Pty Ltd1 Australia 100.00% 100.00%
in its H1 FY20 Financial Report. ASIC is seeking declarations that, during the period from 29 August 2019 to 25 May 2020, Noumi
contravened section 674(2) of the Corporations Act 2001, and orders for civil penalties and costs. Additional allegations associated Thorpedo Foods Group Pty Ltd1 Australia 100.00% 100.00%
with those matters are made against the two former officers.
Thorpedo Foods Pty Ltd Australia 100.00% 100.00%
On 24 May 2023, the Court made orders for the progress of the proceedings. On 11 August 2023, Noumi filed its defence admitting,
Thorpedo Seafoods Pty Limited Australia 75.00% 75.00%
on a qualified basis, alleged breaches of its continuous disclosure obligations in connection with FY19 and H1 FY20 Financial Reports
based on information that was known, or should have been known, by the former officers. The statement of claim does not detail the Noumi Ingleburn Pty Ltd Australia 100.00% 100.00%
quantum of any penalties sought by ASIC and in light of amendments to the penalties framework under the Corporations Act 2001,
Noumi Nutritionals Pty Ltd1 Australia 100.00% 100.00%
there is an absence of any applicable decided cases on civil penalties by which the Company can estimate the quantum. Based on
the information available at the date of this report, the Company cannot determine the quantum of any liability arising. Noumi Trading Pty Ltd1 Australia 100.00% 100.00%
Crankt Protein International Pty Limited Australia 100.00% 100.00%
Noumi Shanghai Co. Ltd China 100.00% 100.00%
Noumi Singapore Pte. Ltd Singapore 100.00% 100.00%
1 These companies are members of the tax consolidated group.
120 121
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 36. Deed of cross guarantee Consolidated statement of financial position
The following companies in the Group have entered into a deed of cross guarantee as a condition to obtaining relief under ASIC Consolidated
Class Order 98/1418 from the Corporations Act 2001 requirements to prepare and lodge audited financial statements and a
2023 2022
directors’ report.
$’000 $’000
Noumi Limited Assets
Paramount Seafoods Pty Ltd Current assets
Noumi Operations Pty Ltd Cash and cash equivalents 17,041 14,894
Noumi Financing Pty Ltd
Trade and other receivables 51,649 59,065
Noumi IP Pty Ltd
Receivable from related parties 42,471 84,620
Pactum Australia Pty Ltd
Inventories 37,459 34,494
Thorpedo Foods Group Pty Ltd
Derivative financial instruments - 1,342
Noumi Nutritionals Pty Ltd
Prepayments 3,886 3,225
Pactum Dairy Group Pty Ltd
Non-current assets classified as held for sale - 29,651
Noumi Trading Pty Ltd
Other financial assets 7,125 -
The above companies represent a ‘Closed Group’ for the purposes of the Corporations Instrument, and as there are no other
parties to the deed of cross guarantee that are controlled by Noumi Limited, they also represent the ‘Extended Closed Group’. Total current assets 159,631 227,291
Non-current assets
Set out below is a consolidated statement of profit or loss and a consolidated statement of financial position for the year ended
30 June 2023 of the closed group. Financial assets at fair value through other comprehensive income 743 5,857
Property, plant and equipment 80,998 72,315
Consolidated statement of profit or loss
Right-of-use assets 11,246 19,568
Consolidated
Intangibles 6,477 6,647
2023 2022
$’000 $’000 Prepayments 238 319
Revenue from sale of goods 547,331 516,657 Other financial assets 18,665 -
Cost of sales (404,140) (399,632) Total non-current assets 118,367 104,706
Total assets 277,998 331,997
Gross margin 143,191 117,025
Liabilities
Other income 958 11,598
Current liabilities
Other expense (41,205) (4,683)
Trade and other payables 28,867 47,212
Selling and marketing expenses (23,368) (25,237) Bank borrowings 24,524 24,743
Distribution expenses (49,033) (45,891) Lease liabilities 1,639 1,213
Product development expenses (2,073) (2,038) Income tax 3,248 3,248
Administrative expenses (26,652) (31,249) Employee benefit obligation 4,232 6,105
Net finance costs (11,290) (9,363) Provisions 516 7,601
Other financial liabilities 6,787 6,532
US litigation settlement related expenses - (55,621)
Total current liabilities 69,813 96,654
Impairment of non-financial assets (37,461) (120,783)
Non-current liabilities
Expected credit losses 28 (260)
Bank borrowings 77,901 79,462
Share of profits of associates accounted for using the equity method - 294
Convertible notes 295,478 253,060
Loss before income tax (46,905) (166,208) Lease liabilities 24,911 33,368
Income tax benefit - 5,466 Provisions 1,242 1,192
Loss after income tax (46,905) (160,742) Other financial liabilities 12,196 17,272
Total non-current liabilities 411,728 384,354
Total liabilities 481,541 481,008
Net liabilities (203,543) (149,011)
122 123
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 36. Deed of cross guarantee (cont.) Note 38. Related party transactions
Consolidated Majority Shareholder
2023 2022 Arrovest Pty Limited is the majority shareholder of the Group with controlling interest.
$’000 $’000
Subsidiaries
Equity
Interests in subsidiaries are set out in note 35.
Issued Capital 598,712 598,712
Key management personnel
Reserves (57,767) (50,140) Disclosures relating to key management personnel are set out in note 39 and the remuneration report included in the Directors’ report.
Accumulated losses (744,488) (697,583)
Transactions with related parties
Total equity (203,543) (149,011) Consolidated
2023 2022
Note 37. Parent entity information
$ $
Set out below is the supplementary information about the parent entity. Purchase of goods and services during the year:
Statement of profit or loss and other comprehensive income Milk purchases from Fresh Dairy Four Pty Limited (13,821,796) (26,095,619)
(wholly owned subsidiary of AFMH which is related through common Directors)
Parent
2023 2022
Payment for rent and insurance during the year:
$’000 $’000
Payment of rent and outgoings under a lease commitment with Perich Property Holdings
Loss after income tax (46,905) (160,742) (3,860,779) (4,307,331)
at Shepparton and former Head Office (related entity through common Directors)
Other comprehensive income for the year, net of tax (7,627) 10,238 Payment of rent and outgoings under a lease commitment with Perich Property Unit Trust
(8,374,919) (8,569,695)
at Ingleburn (related entity through common Directors)
Total comprehensive income (54,532) (150,504)
Payment for Director and Officer insurance and reimbursement of other legal costs to
(648,595) (594,546)
Statement of financial position Leppington Pastoral Company
Parent Proceeds from sale of investment:
2023 2022 Proceeds from sale of investment in AFMH to Leppington Pastoral Investments Pty Ltd
$’000 $’000 (related entity through common Directors) 16,692,400 -
Total current assets - -
Total non-current (liabilities)/assets (203,543) (149,011) Amount payable at the end of the year:
Total assets (203,543) (149,011) AASB 16 Lease liability with Perich Property Holdings at Shepparton and former Head Office (22,946,796) (32,546,666)
(related entity through common Directors)
Total current liabilities - -
AASB 16 Lease liability with Perich Property Unit Trust at Ingleburn
(65,267,935) (63,062,506)
Net assets (203,543) (149,011) (related entity through common Directors)
Equity Payable for Director and Officer insurance to Leppington Pastoral Company (54,050) (54,050)
Issued capital 598,712 598,712 Payable for milk purchases from Fresh Dairy Four Pty Limited
(941,738) (2,500,440)
(wholly owned subsidiary of AFMH)
Accumulated losses (802,255) (747,723)
(203,543) (149,011) Note 39. Key management personnel disclosures
Noumi Limited on 30 June 2023, provided a letter of support stating it will provide financial support to certain controlled entities, at Compensation
their request, to ensure that those subsidiaries are at all times able to pay all debts and liabilities owed by them, as they become The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:
due and payable in the normal course of business.
Consolidated
2023 2022
$ $
Short-term employee benefits 2,871,102 2,659,325
Post-employment benefits (superannuation contribution) 159,033 156,140
Long term incentives 104,158 (10,692)
3,134,293 2,804,773
124 125
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 40. Reconciliation of loss after income tax to net cash from/(used in) operating activities Note 41. Reconciliation of assets and liabilities arising from investing and financing activities
The table below details changes in the Group’s assets and liabilities arising from investing and financing activities, including both
Consolidated
cash and non-cash changes. Liabilities arising from investing and financing activities are those for which cash flows were, or future
2023 2022 cash flows will be, classified in the Group’s statement of cash flows as cash flows from financing activities.
$’000 $’000
Movements in financing activities:
Loss after income tax benefit for the year (46,905) (160,742)
Adjustments for: Consolidated 2023 Balance Financing Lease Fair value Other Balance 30
1 July 2022 cash flows remeasurement changes changes June 2023
Depreciation and amortisation 19,894 26,289 $’000 $’000 $’000 $’000 $’000 $’000
Impairment of non-financial assets 8,235 95,688 AASB 16 lease liabilities (note 24) (97,744) 2,513 8,848 - (6,713) (93,096)
Provision for customer claims 2,066 2,023 Recourse debtor financing facilities (note 25) (13,114) 1,093 - - (1) (12,022)
Gain on re-measurement of leases (note 24) - (4,936) Revolving financing facilities (note 25) (17,000) (11,000) - - - (28,000)
Fair value changes of assets held for sale (note 12) - (6,673) Equipment financing facilities (note 25) (74,609) 11,552 - - - (63,057)
Fair value changes of convertible notes (note 26) 39,486 (9,461) Convertible notes (note 26) (253,060) - - (42,418) - (295,478)
Write off of property, plant and equipment and right of use assets (notes 14 and 15) 1,128 - Transaction costs - 20 - - (20) -
(Gain)/loss on disposal of assets (208) 148 Share capital (note 30) (598,712) - - - - (598,712)
Expected credit losses (note 10) (28) 260 (1,054,239) 4,178 8,848 (42,418) (6,734) (1,090,365)
Deferred tax movement (note 7 and 29) - (4,653)
Consolidated 2022 Balance Financing Lease Fair value Other Balance 30
Share of profit of associates - (294)
1 July 2021 cash flows remeasurement changes changes June 2022
Transaction costs related to financing/recapitalisation 20 1,309 $’000 $’000 $’000 $’000 $’000 $’000
AASB 16 lease liabilities (note 24) (112,474) 2,133 14,718 - (2,121) (97,744)
Transaction costs related to sale of AFMH 308 -
Recourse debtor financing facilities (note 25) (13,084) - - - (30) (13,114)
Unrealised exchange loss 156 354
Revolving financing facilities (note 25) - (17,000) - - - (17,000)
Movements in working capital:
Equipment financing facilities (note 25) (85,829) 11,327 - - (107) (74,609)
Decrease/(increase) in trade and other receivables 5,064 (9,426)
Convertible notes (note 26) (251,006) (27,024) - 24,970 - (253,060)
Increase in inventories (1,010) (4,668)
Transaction costs - 1,235 - - (1,235) -
Decrease/(increase) in derivative assets 1,342 (1,342)
Share capital (note 30) (598,712) - - - - (598,712)
Decrease/(increase) in prepayments (749) 17
(1,061,105) (29,329) 14,718 24,970 (3,493) (1,054,239)
Decrease/(increase) in amount due to related parties (1,558) 1,451
Decrease in trade and other payables (9,311) (321)
Increase/(decrease) in provision (8,801) 10,314
Increase/(decrease) in other financial liabilities (4,821) 23,804
Net cash from/(used in) operating activities 4,308 (40,859)
126 127
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Notes to the Consolidated Financial Statements | 30 June 2023 Notes to the Consolidated Financial Statements | 30 June 2023
Note 41. Reconciliation of assets and liabilities arising from investing and financing activities (cont.) Note 42. Remuneration of auditors
Movements in investing activities: During the financial year the following fees were paid or payable for services provided by the auditors of the Group:
Consolidated 2023 Balance Investing Depreciation, Lease Other Balance Consolidated
1 July 2022 cash flows amortisation and remeasurement changes 30 June 2023 2023 2022
impairment $ $
$’000 $’000 $’000 $’000 $’000 $’000
Deloitte Touche Tohmatsu
Assets classified as held for sale (note 12) 29,651 (29,343) - - (308) -
Audit or review of financial reports:
Financial assets at FVOCI (note 13) 5,857 - - - (5,114) 743
- Group H1 FY22 review - 253,000
Property, plant and equipment (note 14) 183,286 3,354 (23,577) - (880) 162,183
- Group FY21 audit - 90,250
Right of use asset (note 15) 63,218 - (4,382) (8,848) 5,353 55,341
- Subsidiaries and joint operations 10,864 60,000
Intangibles (note 16) 6,647 638 (170) - (638) 6,477
10,864 403,250
Other financial assets (note 17) - 23,131 - - 2,659 25,790
KPMG
288,659 (2,220) (28,129) (8,848) 1,072 250,534
Audit or review of financial reports:
- Group FY23 audit 876,500 -
Consolidated 2022 Balance 1 Investing Depreciation, Lease Discontinued Other Balance
July 2021 cash flows amortisation and remeasurement operations/held changes 30 June 2022 - Group FY22 audit 5,791 656,000
impairment for sale
$’000 $’000 $’000 $’000 $’000 $’000 $’000 - Subsidiaries and joint operations 32,043 -
Assets classified as
6,464 - - - 16,220 6,967 29,651 914,334 656,000
held for sale (note 12)
Financial assets at Tan Chan & Partners
5,857 - - - - - 5,857
FVOCI (note 13)
Audit of financial reports
Property, plant and
253,575 6,015 (82,463) - 6,464 (305) 183,286
equipment (note 14) - Subsidiaries 16,595 -
Right of use asset
86,534 - (15,547) (9,782) - 2,013 63,218 16,595 -
(note 15)
941,793 1,059,250
Intangibles (note 16) 29,764 - (23,967) - - 850 6,647
Investment accounted
Note 43. Events after the reporting period
for using the equity 22,684 - - - (22,684) - -
method Other than as disclosed in the consolidated financial statements, no matters or circumstances have arisen since the end of the
Sale of discontinued financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations,
- (2,087) - - 2,087 - -
operation or the state of affairs of the Group in future financial years.
404,878 3,928 (121,977) (9,782) 2,087 9,525 288,659
128 129
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Directors’ declaration Independent Auditor’s Report
In the Directors’ opinion:
• the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
• the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in Note 2 to the financial statements;
• the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2023 and of
its performance for the financial year ended on that date;
Independent Auditor’s Report
• there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
• at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be
able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee
To the shareholders of Noumi Limited
described in Note 36 to the financial statements.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Report on the audit of the Financial Report
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
Opinion
We have audited the Financial Report of The Financial Report comprises:
Noumi Limited (the Company). • Consolidated statement of financial position as at 30
June 2023;
In our opinion, the accompanying Financial
Genevieve Gregor | Chair
Report of the Company is in accordance • Consolidated statement of profit or loss and other
29 August 2023, Sydney with the Corporations Act 2001, including: comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
• giving a true and fair view of the
cash flows for the year then ended;
Group’s financial position as at 30
June 2023 and of its financial • Notes including a summary of significant accounting
performance for the year ended on that policies; and
date; and
• Directors’ Declaration.
• complying with Australian Accounting
The Group consists of the Company and the entities it
Standards and the Corporations
controlled at the year-end or from time to time during the
Regulations 2001.
financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
130 131
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Independent Auditor’s Report Independent Auditor’s Report
M aterial uncertainty related to going concern
Key Audit Matters
W e draw attention to Note 2(b), “Going Concern” in the financial report. The conditions disclosed in
In addition to the matter described in the Key Audit Matters are those matters that, in our
Material uncertainty related to going professional judgement, were of most significance in our
No te 2(b) indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to
co ntinue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in c mo an tc tee rr sn ds ee sc cti ro ibn e, dw be
e
h loa wve
t
od e bt ee r tm hein Ked
e
yth e audit of the Financial Report of the current period.
th e normal course of business, and at the amounts stated in the financial report. Our opinion is not Audit Matters: These matters were addressed in the context of our audit
m odified in respect of this matter. • Provisions and contingent liabilities – of the Financial Report as a whole, and in forming our
In concluding there is a material uncertainty related to going concern we evaluated the extent of estimation uncertainty; and opinion thereon, and we do not provide a separate
un certainty regarding the litigations and associated potential outcomes, and the resulting impact on the opinion on these matters.
• Impairment assessment of non-financial
Gr oup. These procedures included:
assets.
• Assessing the potential financial impact of significant uncertain future events, including alternative
outcomes of the litigations as disclosed in Notes 2 and 34 for feasibility, quantum and timing. We
used information obtained from inquiries with the Group’s internal and external legal counsel and
inspection of third party correspondence and reports to inform our understanding of the status of Provisions and contingent liabilities – estimation uncertainty (Legal matters)
litigations, in order to assess the level of associated uncertainty, which we consider to be
fundamental to readers of the Group’s financial report; Refer to Note 2 and 34 of the Financial Report
• Analysing the cash flow projections by: The key audit matter How the matter was addressed in our audit
• Evaluating the underlying data used to generate the projections for consistency with other Provisions and contingent liabilities as they relate Our procedures included:
information tested as part of the audit, our understanding of the Group’s intentions, and past to legal and regulatory matters are a key audit
results and practices; matter. Applying AASB 137 Provisions, • Evaluating the Group’s assessment of whether a
Contingent Liabilities and Contingent Assets present obligation exists arising from past events,
• Assessing the Group’s planned levels of operating and capital expenditures for feasibility, (AASB 137) requires significant judgement for against the criteria in AASB 137 based on the
timing and consistency with the Group’s historical results, particularly in light of loss making each of the fundamental principles. The facts and circumstances available;
operations. We used our understanding of the business, industry and economic conditions principles we considered were:
impacting the Group in making this assessment; • Reading board minutes to identify matters
1. Does a present obligation exist;
• Assessing the Group’s significant cashflow assumptions and judgements for feasibility and relevant to the Group’s accounting and disclosure
timing. We used our knowledge of the Group, impact of current economic conditions and 2. If so, can it be reliably measured, leading to considerations;
customer pricing behaviours to assess the level of associated uncertainty; recording a provision; and
• Inquiring and meeting with the Group’s senior
• Reading minutes of the Board meetings and relevant correspondence with the Group’s advisors to 3. If not, a contingent liability is reported with management and internal legal counsel to
understand the Group’s ability to raise additional funding, and assess the level of associated sufficient information disclosed to provide understand the legal matters;
uncertainty; the users of the financial statements with an
• Reading facility agreements with existing financiers to understand the Group’s covenant compliance u pn rad ce tir cs ata l n thd ein ug n o cf e t rh tae i nm tieat st e ar n dan pd o w teh ne tir ae l • I Gn rd oe up pe ’sn d ee xn tetl ry n ao lb lt aa win yin eg rs a ln ed tt ein rs sp ae gc at ii nn sg t the
obligations contained in those agreements, and the Group’s ability to satisfy those covenant timing. knowledge obtained from our other procedures;
compliance obligations; and
• Evaluating the Group’s going concern disclosures in the financial report by comparing them to our When assessing ongoing legal and regulatory • Meeting with the Group’s external legal counsel
understanding of the matters, events and conditions, the Group’s plans to address those matters, matters, as compared to known contractual for consistency and understanding the legal
events and conditions, and the requirements of the Australian Accounting Standards. liabilities, these principles are complex and prone matters;
to greater uncertainty.
• Obtaining specific management representations
The Group has 2 significant ongoing legal in relation to compliance with laws and
matters related to Class actions and ASIC regulations and the status of various legal
proceedings, the status of which remain open matters;
with no known or certain quantifications. Given
the nature and status of these matters, and the • Assessing the appropriateness of disclosures
uncertainty associated with each matter, we against the requirements of the accounting
focused our effort on how the Group complied standards, with a particular focus on the
with the requirements of the accounting qualitative information included in Note 2 and 34
standard and the information used to form its to the Financial Report.
132 133
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Independent Auditor’s Report Independent Auditor’s Report
ju dgements. forecasts, increasing the possibility of • Challenging the forecasted operational
intangible and tangible assets being efficiencies by comparing it to those achieved to
Du e to the subjective nature of interpreting the impaired. date as part of the Group’s overall transformation
ac counting standard and any resultant
m easurement of these types of provisions, • forecast growth rates, including terminal program. Also, checking the consistency of
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by us. in these assumptions. This drives additional • Comparing the forecast milk commodity prices to
audit effort specific to their feasibility and
W e involved our senior audit team members in consistency of application to the Group’s published views of market commentators on
as sessing this key audit matter. strategy. future trends;
• discount rate - these are complex in nature • Working with our valuation specialists, we
and vary according to the conditions and
Im pairment assessment of non-financial assets environment the CGU operates. The Group’s • independently developed a discount rate
modelling is highly sensitive to small range taking into consideration publicly
Re fer to Note 14, 15 and 16 of the Financial Report (Tangible assets and intangible assets of $224m) changes in the discount rate. available market data for comparable
entities and adjusting for risk factors
Th e key audit matter How the matter was addressed in our audit • forecast US dollar exchange rates – Whilst specific to the Group and the industry it
Im pairment testing of non-financial assets is a Our procedures included: o hb igs he lyrv sa eb nle s ii tn iv n ea tt ou r se m, t ah lle c G haro nu gp e’ ss im n o thd ee l U is S operates in;
key audit matter, given the size of the balance • Considering the appropriateness of the value in dollar exchange rate. As a result, this drives • compare the forecast US dollar exchange
e(b se tii mng a 5 ti9 o% n u o nf c t eo rt ta al i na ts ys ce ots n) t ia nn ud in d gu fe ro t mo the higher use method applied by the Group to perform additional audit effort. rates to published views of market
disruptions to the Group by current economic impairment testing of tangible and intangible We involved valuation specialists to supplement commentators on future trends;
conditions. Certain conditions, described below, assets against the requirements of the our senior audit team members in assessing this • compare terminal growth rates to
impacting the Group, increased the judgement accounting standards; key audit matter. published studies of industry trends and
applied by us when evaluating the evidence • Meeting with management to understand the In addition to the above, the Group is required to expectations, and considered differences
available. impacts of the current economic conditions to the assess as at year end whether there are any for the Group’s operations;
The Group assesses impairment using an Group; indicators that individual assets may be impaired. • assessed the integrity of the value in use
estimate of future cash flows for each cash In doing so, the Group recorded an impairment
generating unit (“CGU”) which uses forward • Assessing the accuracy of the Group’s previous charge of $8 million against a specific asset m tho ed ue nl du es re lyd i, n i gn c cl au ld cuin lag t it oh ne fa oc rc mu ura lac sy . of
looking assumptions in a value in use model. The forecasts to inform our evaluation of forecasts which was underutilised and exhibited indicators
Group’s value in use models are internally incorporated in the model and applied increased of impairment. Judgement is required to be • Considering the sensitivity of the models by
developed and use a range of internal and scepticism to assumptions in areas where exercised by us in assessing the Group’s varying key assumptions, such as forecast growth
external data as inputs. We focused on the previous forecasts were not achieved; impairment of under-utilised and inactive assets rates, terminal growth rates, discount rates and
significant forward-looking assumptions the
Group applied in their value in use model, • Comparing the forecast cashflows contained in (plant and equipment), particularly related to US dollar exchange rates, within a reasonably
including: the value in use model to Board approved future planned use of these assets in the possible range. We considered the
forecasts; Group’s operations. interdependencies of key assumptions when
• forecast cash flows, growth rates and performing the sensitivity analysis and what the
terminal growth rates applied to those • Challenging the Group’s significant forecast Group considers to be reasonably possible. We
forecasts. The Group has experienced cashflows and growth assumptions in light of did this to identify those assumptions at higher
challenging market conditions and significant customer price increases due to the expected risk of bias which may give rise to impairment
business disruption in the current year as a continuation of high farmgate milk prices, and and to focus our further procedures;
result of impacts from current economic
inflationary cost increases of other input costs.
conditions, in particular, increasing farmgate • Checking the Group’s planned use of under-
We applied increased scepticism to forecasts in
milk prices as well as inflationary cost utilised and inactive plant and equipment to the
the areas where previous forecasts were not
increases in other input costs and the existence of formalised processes, timelines and
achieved. We used our knowledge of the Group,
impacts of these to customer pricing. In board approval for the use of these assets in the
addition, further non-standard estimations their past performance, business, customer Group’s operations to meet sales and production
are identified by the Group in their cash flow pricing behaviours, and our industry experience levels;
forecasts, including operational efficiencies. when assessing these assumptions.
These factors increase the estimation
uncertainty and provide a risk of inaccurate
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Independent Auditor’s Report Independent Auditor’s Report
• Assessing managements estimate of the fair
value of individual assets identified as
underutilised;
Au ditor’s responsibilities for the audit of the Financial Report
• Attending the Group’s major manufacturing sites,
inspecting a sample of plant and equipment and
O ur objective is:
meeting with operational site personnel to • to obtain reasonable assurance about whether the Financial Report as a whole is free from
compare positions taken in the financial records; material misstatement, whether due to fraud or error; and
• Assessing the disclosures in the financial report • to issue an Auditor’s Report that includes our opinion.
using our understanding obtained from our
testing and against the requirements of the
Re asonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accounting standards.
ac cordance with Australian Auditing Standards will always detect a material misstatement when it
ex ists.
M isstatements can arise from fraud or error. They are considered material if, individually or in the
ag gregate, they could reasonably be expected to influence the economic decisions of users taken on the
O ther Information ba sis of the Financial Report.
O ther Information is financial and non-financial information in Noumi Limited’s annual reporting which is A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for and Assurance Standards Board website at:
the Other Information. https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
Auditor’s Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration report and our related assurance opinion. Report on the Remuneration Report
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report Opinion Directors’ responsibilities
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. In our opinion, the Remuneration Report of The Directors of the Company are responsible for the
We are required to report if we conclude that there is a material misstatement of this Other Information, Noumi Limited for the year ended 30 June preparation and presentation of the Remuneration Report
and based on the work we have performed on the Other Information that we obtained prior to the date 2023, complies with Section 300A of the in accordance with Section 300A of the Corporations Act
of this Auditor’s Report we have nothing to report. Corporations Act 2001. 2001.
Our responsibilities
We have audited the Remuneration Report included in
Responsibilities of the Directors for the Financial Report
pages 63 to 73 of the Directors’ report for the year ended
30 June 2023.
The Directors are responsible for:
Our responsibility is to express an opinion on the
• preparing the Financial Report that gives a true and fair view in accordance with Australian
Remuneration Report, based on our audit conducted in
Accounting Standards and the Corporations Act 2001
accordance with Australian Auditing Standards.
• implementing necessary internal control to enable the preparation of a Financial Report that gives
a true and fair view and is free from material misstatement, whether due to fraud or error
• assessing the Group and Company’s ability to continue as a going concern and whether the use
of the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group and Company or to cease operations, or have no realistic
alternative but to do so.
KPMG Julie Cleary
Partner
Sydney
29 August 2023
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Shareholder Information Shareholder Information
The shareholder information set out below was applicable as at 9 August 2023. Unquoted securities
Number of holders/Classes of equity securities The Company has the following unquoted securities:
There were:
Class of unquoted securities Number
• 6,754 shareholders, holding 277,109,319 fully paid ordinary shares (ASX: NOU);
Convertible redeemable preference shares 101,130
• 20 holders of 101,130 convertible redeemable preference shares; and
• 2,359 holders of 27,698,189 options (ASX: NOUO)
20 largest holders of quoted equity securities
Distribution schedule
Ordinary fully paid shares (ASX: NOU) The 20 largest holders of ordinary fully paid shares were as follows:
Name Number held % Issued Capital
Range Securities % Number of holders %
100,001 and over 230,113,097 83.04% 189 2.80% 1. Arrovest Pty Ltd 145,556,000 52.53
10,001 to 100,000 34,854,648 12.58% 1,140 16.88% 2. HSBC Custody Nominees (Australia) Limited - A/C 2 13,838,822 4.99
5,001 to 10,000 5,340,913 1.93% 709 10.50% 3. 3rd Wave Investors Pty Ltd 5,250,000 1.89
1,001 to 5,000 5,837,053 2.11% 2,326 34.44% 4. Medich Capital Pty Ltd 5,102,803 1.38
1 to 1,000 963,608 0.35% 2,390 35.39% 5. HSBC Custody Nominees (Australia) Limited 3,817,299 1.50
277,109,319 6,754
6. Citicorp Nominees Pty Limited 2,975,499 1.07
There are 4,4,68 shareholders holding an unmarketable parcel of the Company’s ordinary shares 7. Best Safety Glass International (Australia) Pty Ltd 2,630,000 0.95
Convertible redeemable preference shares 8. Mr William Mark Olsen & Mrs Janet Therese Olsen 1,900,000 0.69
Range Securities % Number of holders % 9. BPC Custody Pty Ltd 1,566,374 0.57
100,001 and over 0 - - 0 10. Mutual Trust Pty Ltd 1,414,315 0.51
10,001 to 100,000 70,102 69.32% 3 15.00% 11. BNP Paribas Nominees Pty Ltd 1,406,565 0.51
5,001 to 10,000 8,000 7.91% 1 5.00%
12. Moorebank Property Management Pty Ltd 1,315,000 0.47
1,001 to 5,000 19,090 18.88% 7 35.00%
13. Brunetta Family Investments Pty Ltd 1,004,162 0.36
1 to 1,000 3,938 3.89% 9 45.00%
14. Mrs Elizabeth Anne Fogarty & Mrs Caitlyn Elizabeth Embley 1,000,000 0.36
101,130 20
15. Mrs Susan Michelle Hooton 750,000 0.27
Listed options (ASX: NOUO) 16. Goldacre Investments Pty Limited 702,569 0.25
Range Securities % Number of holders % 17. Guwarra Pty Ltd 664,709 0.24
100,001 and over 17,408,281 62.85% 46 1.95%
18. Mr Mark McInnes 642,652 0.23
10,001 to 100,000 6,873,197 24.81% 205 8.69%
19. Mr Perry Richard Gunner & Mrs Felicity Jane Gunner 640,493 0.23
5,001 to 10,000 1,175,917 4.25% 167 7.08%
20. Mr Joshua Thomas Kreskas 600,795 0.22
1,001 to 5,000 1,750,780 6.32% 774 32.81%
192,778,057 69.57
1 to 1,000 490,014 1.77% 1,167 49.47%
27,698,189 2,359
There are 2,427 option holders holding an unmarketable parcel of the Company’s ordinary shares.
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Shareholder Information Shareholder Information
The 20 largest holders of the convertible redeemable preference shares is as follows: The 20 largest holders of listed options was as follows:
Name Number held % Issued Capital
Name Number held % Issued Capital
1. R & M Gugliotta Pty Limited 30,000 29.66
1. HSBC Custody Nominees (Australia) Limited - A/C 2 4,305,501 15.54
2. Lewis Little River Pty Limited 23,438 23.18
2. Medich Capital Pty Ltd 2,115,055 7.64
3. Mr Hugh Middendorp & Mr Peter Charles Nicholas Middendorp 16,664 16.48
3. HSBC Custody Nominees (Australia) Limited 1,140,762 4.12
4. Alan Ong Enterprises Pty Limited 8,000 7.91
4. 3rd Wave Investors Pty Ltd 1,102,484 3.98
5. Mrs Enid May Hartigan 5,000 4.94
5. Citicorp Nominees Pty Limited 566,878 2.05
6. Mr Craig Sargent 3,394 3.36
6. Mr Sureshbir Krishna Kaushal & Mrs Meenakshi Kaushal 536,738 1.94
7. GWG Investments Pty Limited 3,125 3.09
7. BPC Custody Pty Ltd 486,452 1.76
8. Lokit Investments Pty Limited 2,214 2.19
8. Guwarra Pty Ltd 395,472 1.43
9. Mr Robert William Russell 1,924 1.9
9. Mr Peter Theodore Van De Burgt & Mrs Jacoba Johanna Van De Burgt 367,401 1.33
10. Mr Robert David Napier Nicholls 1,736 1.72
10. Aya International Pty Ltd 344,766 1.24
11. Palatine Holdings Pty Limited 1,697 1.68
11. Mr Wayne Stephen Glynne & Mrs Carol-Anne Glynne 300,000 1.08
12. Mr Gerald Millman 1,000 0.99
12. Layuti Pty Ltd 288,888 1.04
13. Mr Tjeerd Veenstra & Mrs Susan Lesley Veenstra 963 0.95
13. First Samuel Ltd 271,977 0.98
14. Mrs Michelle Louise Farrell 640 0.63
14. Best Safety Glass International (Australia) Pty Ltd 248,447 0.90
15. Mr Andrew Jonathon Achilles 500 0.49
15. Mr Gregory Paul Carney 224,653 0.81
16. Mr Neville Thiele 273 0.27
16. Cathy and Simon Super Pty Ltd 220,657 0.80
17. Mrs Dianne Joan Thiele 219 0.22
17. Goldacre Investments Pty Limited 218,189 0.79
18. Mr Andrew Macfarlane 200 0.2
18. Dover Downs Pty Ltd 201,242 0.73
19. Mr Kim Wigram Jones 133 0.13
19. BNP Paribas Nominees Pty Ltd 196,613 0.71
20. Mrs Bronwyn Itchins 10 0.01
20. Mrs Elizabeth Anne Fogarty & Mrs Caitlyn Elizabeth Embley 195,186 0.70
101,130
Total 14,027,361 50.64
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Shareholder Information Corporate Directory
As at 9 August 2023, there was one substantial holder of the Company’s ordinary fully paid shares that the company is aware
of as follows:
Name of Entity: Auditors
Name Number of ordinary shares % Noumi Limited KPMG
Level 38 Tower Three
Arrovest Pty Limited 145,556,000 52.53%
300 Barangaroo Avenue
Directors
Sydney NSW 2000
Genevieve Gregor – Chair
Voting Rights Tel: +61 2 9335 7000
(Independent, Non-Executive)
The voting rights relating to each class of equity securities is as follows:
Tony M. Perich AM - Deputy Chair
(Non-Executive) Solicitors
Ordinary Shares Ashurst
Jane McKellar – Director
On a show of hands at a general meeting of the Company, every member present in person or by proxy shall have one vote and Level 11, 5 Martin Pl
upon poll each person present in person or by proxy shall have one vote for each ordinary share held. (Independent, Non-Executive) Sydney NSW 2000
Tim Bryan – Director
Convertible Redeemable Preference Shares (Non-Executive)
Arnold Bloch Leibler
On a show of hands at a general meeting of the Company, every member present in person or by proxy shall have one vote and Stuart Black AM – Director
Chifley Tower, Level 24
upon poll each person present in person or by proxy shall have one vote for each convertible redeemable preference share held. (Independent, Non-Executive)
2 Chifley Square
Sydney NSW 2000
Options
Officers
Options holders do not have any voting rights. Chief Executive Officer
Bankers
- Michael Perich
On-market Buy-Back Chief Financial Officer HSBC Australia Limited
Level 27, 100 Barangaroo Ave
There is currently no on-market buy back. - Peter Myers
Sydney NSW 2000
Chief Operations Officer
- Stuart Muir
National Australia Bank Limited
Group General Counsel and
Level 3, 255 George Street
Company Secretary
Sydney NSW 2000
- Justin Coss
Stock exchange listing
Notice of Annual General Meeting
The details of the Annual General Noumi Limited ordinary fully paid
Meeting of Noumi Limited are: shares and options are listed on
the Australian Securities Exchange
30 November 2023
(ASX code: NOU and NOUO)
Registered office
Website
8a Williamson Road
www.noumi.com.au
Ingleburn, NSW 2565
Tel: +61 2 9526 2555
ABN
41 002 814 235
Principal place of business
8a Williamson Road
Ingleburn, NSW 2565
Tel: +61 2 9526 2555
Share register
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
Tel: +61 2 8280 7111
Fax: +61 2 9287 0303
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www.noumi.com.au
