Announcement PDF Pure Foods Tasmania Limited Financial Statements 30 June 2025 Pure Foods Tasmania Limited ABN 13 112 682 158 Table of Contents Who is Pure Foods Tasmania?................................................................................................................ 3 Directors’ Report ........................................................................................................................................ 4 Remuneration Report ............................................................................................................................... 8 Auditor’s Independence Declaration .................................................................................................. 14 Consolidated Statement of Profit or Loss and Other Comprehensive Income ........................ 15 Consolidated Statement of Financial Position .................................................................................. 17 Consolidated Statement of Changes in Equity ................................................................................. 18 Consolidated Statement of Cash Flows.............................................................................................. 19 Notes to and Forming Part of the Financial Statements ................................................................ 20 Consolidated Entity Disclosure Statement ........................................................................................ 56 Directors’ Declarations ........................................................................................................................... 57 Independent Auditor’s Report .............................................................................................................. 58 Shareholder Information ....................................................................................................................... 63 Company Directory ................................................................................................................................. 65 2 Pure Foods Tasmania Limited ABN 13 112 682 158 Who is Pure Foods Tasmania? Pure Foods Tasmania Pty Ltd (PFT) was formed in 2015 with the aim to enhance and promote Tasmania’s food and beverage businesses. PFT’s strategy is to develop new products within its existing brands, to acquire complementary brands and businesses, and to increase its market penetration and distribution for its suite of brands and products globally. PFT’s stable of brands and businesses include Woodbridge Smokehouse, Tasmanian Pate, Daly Potato Co., and The Cashew Creamery. Strategy PFT’s growth strategy encompasses several key themes: 1. 2. 3. 4. organically grow its existing brands; improve margins and capacity of its production as products and brands reach scale; secure key assets; and grow via the acquisition of complementary/scalable products/brands/businesses to exploit product expansion opportunities. PFT brands are targeted at the “conscious consumer”, offering convenient home entertaining products with a uniquely Tasmanian focus. Organic growth will be achieved through increased penetration of existing markets, entry into new markets and new product development. 3 Pure Foods Tasmania Limited ABN 13 112 682 158 Directors’ Report Pure Foods Tasmania Limited and its Controlled Entities Your Directors present their report on the consolidated entity (referred to herein as the Group) consisting of Pure Foods Tasmania Limited and its controlled entities for the financial year ended 30 June 2025. General Information Directors The following persons were Directors of the Group during or since the end of the financial year up to the date of this report: Malcolm McAully Executive Chairman Michael Cooper Managing Director 1 Ken Fleming Non-executive Director Robert Knight Non-executive Director 2 Company Secretary The company secretary for the year ended 30 June 2025 was Justin Hill. Dividends Paid or Recommended No dividends were paid or declared during the financial year. Indemnifying Officers or Auditor During the financial year, the Group paid a premium in respect of a contract insuring the Directors of the Group, the Group Secretary and all Executive Officers of the entity and any related body corporate against a liability incurred as a Director, Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Group has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Group or of any related corporate against a liability incurred as an officer or auditor. Proceedings on Behalf of the Group No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. 1 2 Resigned October 2024. Commenced October 2024. 4 Pure Foods Tasmania Limited ABN 13 112 682 158 Directors’ Report Non-Audit Services The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence. The following fees were paid or payable to WLF Accounting & Advisory for non-audit services provided during the year ended 30 June 2025: Details $ Advisory taxation services 13,000 Accounting assistance 5,000 18,000 Auditor’s Independence Declaration The lead auditor’s independence declaration for the year ended 30 June 2025 has been received and can be found on page 14 of the financial report. Information Relating to Directors and Group Secretary Details and Experience Malcolm McAully Malcolm McAully is an experienced Company Director having held roles over a diverse range of industry backgrounds including financial services, energy generation, waste management, agribusiness, technology manufacturing, human resource management, property development and food manufacturing. Malcolm was the Chairman of ASX Listed Pinnacle VRB (ASX: PCE) from 2004 to 2005 and remained Chairman when the company (following an acquisition) changed its name to Cougar Energy Limited (ASX: CXY) until 2013 when he resigned. Malcolm is also Chairman of Chaucer Energy Limited and several privately owned companies. Malcolm has held various executive management positions including National Manager of MLC Life when owned by the Lend Lease Group. He holds an MBA and qualifications in accounting, business management, mediation, turn around management and GAICD. Ken Fleming Ken Fleming has extensive experience in capital markets and has held senior roles at Deutsche Bank (including Director; Global Co-ordinator – Telecommunications Technology), James Capel Australia and Tricom (Head of Research). He has also worked in the Australian public service (Canberra) and at KPMG (Melbourne). He is a Director of Castray Capital Pty Ltd and holds an Honours Degree in Economics and post graduate qualifications in economics and finance and is also a Fellow of the Financial Services Institute of Australia (FFIN). 5 Pure Foods Tasmania Limited ABN 13 112 682 158 Directors’ Report Details and Experience Robert Knight Robert Knight is a seasoned business leader based in Melbourne, originally from Tasmania, with deep expertise in marketing, retail, and entrepreneurship. He is currently completing an MBA at the University of Melbourne to further strengthen his strategic and leadership capabilities in support of Pure Foods Tasmania. Robert has founded, scaled, and exited multiple businesses across diverse industries, consistently driving growth and innovation. His operational strengths enable him to craft consumer-focused strategies that build brand value. With over a decade of successful investing in ASX and US markets, he brings strong financial acumen and a solid grasp of market dynamics. He has also led significant transactions with ASX-listed companies, giving him a robust understanding of public market operations. Justin Hill Justin is a Principal at Page Seager Lawyers – the largest law firm in Tasmania. Justin advises clients in several key industry sectors, including agribusiness, financial services, energy, and the not-for-profit sector. He specialises in mergers and acquisitions, governance and corporate structures and restructures. Justin also has significant experience in finance (including derivative transactions) and advising on raising capital for companies by way of equity and debt. He also assists with preparing contracts of employment and provides employment advice on transfer of businesses. Justin has a first-class honours degree in Commerce; a master’s in law from the University of Melbourne and a Graduate Diploma in Applied Finance and Investment. Before joining Page Seager as a Partner/Principal, Justin worked as in-house counsel for the investment banking division of Deutsche Bank in Sydney. Prior to working with Deutsche Bank, Justin was principal counsel in the institutional markets and investment division of National Australia Bank. Justin also practised for several years in the mergers and acquisitions team of Mallesons Stephen Jaques (now King & Wood Mallesons). Meetings of Directors During the financial year, 10 meetings of Directors (including committees of Directors) were held. Attendance by each Director during the year was as follows: Directors’ Meetings Eligible Meetings Meetings Attended Malcolm McAully 10 10 Michael Cooper 2 2 Ken Fleming 10 10 Robert Knight 8 8 6 Pure Foods Tasmania Limited ABN 13 112 682 158 Directors’ Report Remuneration of Directors and Senior Management Information about the remuneration of Directors and senior management is set out in the Remuneration Report. Review of Operations and Principal Activities The Group's principal activities at the commence of the financial year are outlined in the Chairman's report and listed in the Events Subsequent to Balance Date. Operating Results The loss after tax of the Group for the financial year attributable to the members of Pure Foods Tasmania Limited was ($2.8m) (2024: ($3.9m)). State of Affairs and Likely Developments In the opinion of the Directors there were no significant changes in the state of affairs of the Group and its controlled entities that occurred during the financial year under review not otherwise disclosed in this report or the accompanying financial report. Reference should be made to the subsequent events note for changes in the state of affairs after balance date. Events Subsequent to Balance Date Other than the events outlined within note 1(b) of the financial statements, the Board is not aware of any matter or circumstance not otherwise dealt within these financial statements that has significantly or may significantly affect the operation of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years. On behalf of the Directors Malcolm McAully Director Date: 30 September 2025 7 Pure Foods Tasmania Limited ABN 13 112 682 158 Remuneration Report Remuneration Policy The remuneration policy of the Group has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Group’s financial results. The Board of the Group believes the remuneration policy to be appropriate and effective in its ability to attract and retain highquality KMP to run and manage the Group, as well as create goal congruence between Directors, executives, and shareholders. The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is based on the following: • • • • • The remuneration policy is to be developed by the Board after professional advice is sought from independent external consultants. All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options, and performance incentives. Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met. Incentives paid in the form of options or rights are intended to align the interests of the Directors and Group with those of the shareholders. In this regard, KMP are prohibited from limiting risk attached to those instruments by use of derivatives or other means. The Board reviews KMP packages annually by reference to the Group’s performance, executive performance, and comparable information from industry sectors. The performance of KMP is measured against criteria agreed biannually with each executive and is based predominantly on the forecast growth of the Group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses, and options. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth. KMP receive, at a minimum, a superannuation guarantee contribution required by the government, which, during the 2025 financial year was 11.5% of the individual’s average weekly ordinary time earnings (AWOTE). Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to KMP is valued at the cost to the Group and expensed. 8 Pure Foods Tasmania Limited ABN 13 112 682 158 Remuneration Report Performance-based Remuneration KPIs are set annually, with a certain level of consultation with KMP. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for Group expansion and profit, covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards. Performance Conditions Linked to Remuneration The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of various cash bonus reward schemes, specifically the incorporation of incentive payments based on the achievement of revenue targets, return on equity ratios and continued employment with the Group. Employment Details of Members of Key Management Personnel The term Key Management Personnel refers to those persons having the authority and responsibility for planning, directing, and controlling activities of the Group, directly or indirectly, and includes any Director of the Group (whether executive or otherwise). The KMP of the Group for the year ended 30 June 2025 were: 3 4 Key Management Personnel Role Appointment Date Malcolm McAully Executive Chairman 1 September 2017 Michael Cooper Managing Director 3 1 February 2017 Ken Fleming Non-executive Director 29 July 2015 Robert Knight Non-executive Director 14 October 2024 Phillip Excell Chief Financial Officer 4 20 March 2023 Resigned October 2024. Resigned September 2024. 9 Pure Foods Tasmania Limited ABN 13 112 682 158 Remuneration Report Remuneration Expense Details for the Year Ended 30 June 2025 Short-term benefits Post-employment benefits Long-term benefits Equity-settled share-based payments Salary, fees, and leave Profit share and bonuses Nonmonetary Pension and superannuation Other Incentive plans LSL Shares/units Options/rights $ $ $ $ $ $ $ $ $ Cash-settled share-based payments Termination benefits Total $ $ $ KMP Malcolm McAully Michael Cooper 5 Ken Fleming 5 2025 50,000 - - 5,750 - - - - - - - 55,750 2024 50,000 - - 5,500 - - - - - - - 55,500 2025 78,057 - - 6,095 - - - - - - - 84,152 2024 302,732 - - 33,000 - - - - - - - 335,732 2025 36,000 - - 4,140 - - - - - - - 40,140 2024 36,000 - - 3,960 - - - - - - - 39,960 Resigned October 2024. 10 Pure Foods Tasmania Limited ABN 13 112 682 158 Remuneration Report Short-term benefits Robert Knight 6 Phillip Excell 7 Total KMP Post-employment benefits Long-term benefits Equity-settled share-based payments Salary, fees, and leave Profit share and bonuses Nonmonetary Pension and superannuation Other Incentive plans LSL Shares/units Options/rights $ $ $ $ $ $ $ $ $ Cash-settled share-based payments Termination benefits Total $ $ $ 2025 24,000 - - 2,760 - - - - - - - 26,760 2024 - - - - - - - - - - - - 2025 103,780 - - 6,187 - - - - - - - 109,967 2024 200,600 - - 22,000 - - - - - - - 222,600 2025 291,837 - - 24,932 - - - - - - - 316,769 2024 589,332 - - 64,460 - - - - - - - 653,792 6 Commenced October 2024. 7 Resigned September 2024. 11 Pure Foods Tasmania Limited ABN 13 112 682 158 Remuneration Report Securities Received that are not Performance-Related No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package. KMP Shareholdings The number of ordinary shares held by each KMP of the Group during the financial year is as follows: Balance at Beginning of the Year 8 Granted as Remuneration During the Year Issued on Exercise of Options During the Year Purchases During the Year Balance at End of Year Malcolm McAully 8 2,880,404 - - - 2,880,404 Michael Cooper7 5,786,912 - - - 5,786,912 Ken Fleming7 3,294,475 - - - 3,294,475 Robert Knight7 - - - 13,369,864 13,369,864 Phillip Excell7 255,102 - - - 255,102 Includes indirect shareholdings. 12 Pure Foods Tasmania Limited ABN 13 112 682 158 Remuneration Report Other Equity-Related KMP Transactions There have been no other transactions involving equity instruments apart from those described in the tables above relating to options, rights, and shareholdings. Other Transactions with KMP and/or their Related Parties There were no other transactions conducted between the Group and KMP or their related parties, apart from those disclosed above relating to equity, compensation, and loans, that were conducted other than in accordance with normal employee, customer, or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors: Malcolm McAully Director Date: 30 September 2025 13 Pure Foods Tasmania Limited ABN 13 112 682 158 Auditor’s Independence Declaration Auditor’s Independence Declaration In relation to our audit of the consolidated financial report of Pure Foods Tasmania Limited for the financial year ended 30 June 2025, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements in accordance with the Corporations Act 2001 and any applicable code of professional conduct. Wise Lord & Ferguson Rebecca Meredith Partner Wise Lord & Ferguson Date: 30 September 2025 14 Pure Foods Tasmania Limited ABN 13 112 682 158 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2025 Notes 2025 $ 2024 $ Revenue Revenue from continuing operations 6 5,168,366 7,442,902 Other income 6 218,512 51,816 5,386,878 7,494,718 Total Revenue Expenses Cost of goods sold 7 4,403,001 7,346,394 Employment expenses 7 1,102,695 1,685,313 271,640 238,066 11 798 Depreciation and amortisation 1,006,054 920,028 ASX listing fees and expenses 34,448 32,312 Finance costs 647,671 388,922 Impairment of assets 288,353 956,090 Insurance 167,588 194,891 Legal and professional fees 217,291 191,986 Marketing expenses 27,569 55,301 Motor vehicle expenses 32,726 35,999 Repairs and maintenance 184,948 283,780 Other expenses 666,097 405,110 Total Expenses 9,050,092 12,734,990 Net Loss Before Income Tax (3,663,214) (5,240,272) 853,113 1,358,877 (2,810,101) (3,881,395) - (62,943) (2,810,101) (3,944,338) - - (2,810,101) (3,944,338) Occupancy, electricity, and telephone costs Bad debts Income tax benefit Net Loss After Tax for the Year from Continuing Operations 8 Discontinued Operations Loss from discontinued operations after tax Net Loss After Tax for the Year Other Comprehensive Income Other comprehensive loss net of tax Total Comprehensive Income The above statement should be read in conjunction with the accompanying notes. 15 Pure Foods Tasmania Limited ABN 13 112 682 158 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2025 Notes 2025 $ 2024 $ Net Profit for the Period Attributable to: Non-controlling interest Owners of Pure Foods Tasmania Limited Total Comprehensive Income for the Year is Attributable to: Non-controlling interest Owners of Pure Foods Tasmania Limited - - (2,810,101) (3,944,338) (2,810,101) (3,944,338) - - (2,810,101) (3,944,338) (2,810,101) (3,944,338) Earnings per Share From Continuing and Discontinued Operations: Basic loss per share (cents per share) 4 (0.021) (0.033) Diluted loss per share (cents per share) 4 (0.021) (0.033) Basic loss per share (cents per share) 4 (0.021) (0.033) Diluted loss per share (cents per share) 4 (0.021) (0.033) From Continuing Operations: The above statement should be read in conjunction with the accompanying notes. 16 Pure Foods Tasmania Limited ABN 13 112 682 158 Consolidated Statement of Financial Position As at 30 June 2025 Notes 2025 $ 2024 $ Current Assets Cash and cash equivalents 18 1,091,530 1,078,661 Trade and other receivables 9 355,945 867,967 Inventories 10 1,026,810 1,132,025 186,924 72,932 2,661,209 3,151,585 Other assets Total Current Assets Non-Current Assets Property, plant and equipment 11 5,609,248 6,358,925 Right of use assets 12 18,747 357,227 Intangible assets 13 1,286,900 1,603,276 Deferred tax assets 8 4,982,029 4,215,010 Total Non-Current Assets 11,896,924 12,534,438 Total Assets 14,558,133 15,686,023 Current liabilities Trade and other payables 14 1,470,857 1,222,396 Lease liabilities 12 20,259 366,196 Provisions 15 94,340 172,015 Borrowings 16 5,100,298 2,937,644 6,685,754 4,698,251 Total Current Liabilities Non-Current Liabilities Lease liabilities 12 - 7,920 Provisions 15 43,619 5,597 Borrowings 16 703,708 1,449,151 Deferred tax liabilities 8 868,574 992,603 Total Non-Current Liabilities 1,615,901 2,455,271 Total Liabilities 8,301,655 7,153,522 Net Assets 6,256,478 8,532,501 19,725,241 19,191,163 (13,468,763) (10,658,662) 6,256,478 8,532,501 Equity Contributed equity Accumulated losses Total Equity 17 The above statement should be read in conjunction with the accompanying notes. 17 Pure Foods Tasmania Limited ABN 13 112 682 158 Consolidated Statement of Changes in Equity For the Year Ended 30 June 2025 Contributed Note Equity $ Accumulated Losses $ 18,857,783 (6,714,324) 12,143,459 Loss for the year - (3,944,338) (3,944,338) Other comprehensive income - - - Total comprehensive income for the year - (3,944,338) (3,944,338) Issue of shares 471,904 - 471,904 Convertible notes redemption (140,000) - (140,000) 1,476 - 1,476 Balance at 30 June 2024 19,191,163 (10,658,662) 8,532,501 Balance at 1 July 2024 19,191,163 (10,658,662) 8,532,501 Loss for the year - (2,810,101) (2,810,101) Other comprehensive income - - - Total comprehensive income for the year - (2,810,101) (2,810,101) 500,000 - 500,000 - - - 34,078 - 34,078 19,725,241 (13,468,763) 6,256,478 Balance at 1 July 2023 Share issue costs Issue of shares Convertible notes redemption Share issue costs Balance at 30 June 2025 Total $ The above statement should be read in conjunction with the accompanying notes. 18 Pure Foods Tasmania Limited ABN 13 112 682 158 Consolidated Statement of Cash Flows For the Year Ended 30 June 2025 2025 $ 2024 $ Receipts from customers 5,859,974 8,954,129 Payments to suppliers and employees (7,521,565) (11,149,938) Interest received 38,190 119,593 Income taxes paid (37,935) - (1,661,336) (2,076,216) (Payments for)/Proceeds from property, plant and equipment 110,851 (760,695) Net Cash Flows Used in Investing Activities 110,851 (760,695) 500,000 290,638 Net increase in borrowings 1,417,211 453,237 Principle elements for lease payments (353,857) (297,069) Net Cash Flows from Financing Activities 1,563,354 446,805 12,869 (2,390,105) 1,078,661 3,468,766 1,091,530 1,078,661 Notes Cash Flow from Operating Activities Net Cash Flows Used in Operating Activities 18 Cash Flow from Investing Activities Cash Flow from Financing Activities Proceeds from issue of shares Net (decrease)/increase in cash held Cash and cash equivalents at the beginning of the year Cash and Cash Equivalents at the End of the Year 18 The above statement should be read in conjunction with the accompanying notes. 19 Pure Foods Tasmania Limited ABN 13 112 682 158 Notes to and Forming Part of the Financial Statements For the Year Ended 30 June 2025 1. Summary of Material Accounting Policies Information (a) General Information The consolidated financial statements and notes represent those of Pure Foods Tasmania Limited and its Controlled Entities. Pure Foods Tasmania is a company incorporated in Australia, and whose shares are publicly traded on the Australian Securities Exchange (ASX). (b) Going Concern The financial statements of the Group have been prepared on the assumption that the Group will continue as a going concern. For the financial year ended 30 June 2025, the Group reported a net loss after tax of $2.8m (2024: $3.9m) and experienced net cash outflows from operating activities amounting to $1.7m (2024: $2.1m). As of 30 June 2025, the Group held cash and cash equivalents totalling $1.1m (2024: $1.1m) and had external borrowings of $5.8m (2024: $4.4m). In response to these financial challenges, the Group’s Directors have implemented several strategic initiatives to enhance the Group’s financial stability and operational performance. The ability of the Group to continue as a going concern is dependent on the unwavering commitment to these initiatives. These include a disciplined approach to managing input cost increases, implementing a range of cost reductions while also introducing other profitability enhancement measures and/or obtaining additional funding from alternative sources should it be required. Key initiatives are summarised as follows: • • • • On-going assessment of customer and product profitability with low or negative margin products exited. Focus on increasing gross margins through negotiated, targeted price increases where possible with customers and continued identification of cost savings in raw material inputs, distribution channels and logistics. Investigation into the ability of infrastructure to deliver increased volumes to provide greater scale in the covering of fixed input costs. Continue to pursue strategic opportunities by way of acquisition to provide greater level of economies of scale. Subsequent to the end of the financial year, the Group have completed several transactions that have materially strengthened the Group’s financial position and ongoing viability. These are summarised below: • • • Conversion of debt to equity: $1.19m in loans were converted to equity; Capital raising: On 29 August 2025, the Group successfully completed an oversubscribed capital raising of approximately $1.76m though the issuance of new shares and options. All participants entered a 12-month voluntary escrow. Refinancing of lending arrangements: The Group has refinanced its lending facilities which is structured in three parts: 20 Pure Foods Tasmania Limited ABN 13 112 682 158 Notes to and Forming Part of the Financial Statements For the Year Ended 30 June 2025 1. Summary of Material Accounting Policies Information (Continued) (b) Going Concern (Continued) 1) Removal of market rate loan: This eliminates a $1.5m current loan and the associated term deposit asset from the balance sheet. 2) Refinancing of better business loan: The $1.6m facility has been extended to mature in 2027, reclassifying it from current to non-current liabilities. 3) Restructuring of equipment loans: The Group’s equipment finance loans will be converted to interest-only repayments until 1 July 2026, also moving them from current to non-current liabilities. These initiatives result in $1.5m in current borrowings being extinguished and the reclassification of a further $3.1m to non-current borrowings ($1.9m) and equity ($1.2m). These initiatives provide additional liquidity and financial flexibility to support the Group’s turnaround and growth initiatives. The new financing arrangement includes a financial covenant which stipulates that the Group will report quarterly results and any negative normalised EBITDA variance is to be no greater than 10%. Should this covenant be breached for two consecutive quarters that the bank may provide the borrower a 90-day notice stating that it will withdraw its support and request all facilitie