2018 Annual Report

ANNUAL
REPORT
YEAR ENDED 31 MARCH 2018

CONTENT
3
2
6
7
9
64
72
HIGHLIGHTS
EXECUTIVE CHAIRMAN’S REPORT
ESQUIRES COFFEE OPERATING METRICS
SUSTAINABILITY
Cooks Global Foods operates in world markets and is listed on the NZAX
market operated by NZX Limited in New Zealand under the code CGF. It
owns the intellectual property and master franchising rights to Esquires
Coffee Houses worldwide excluding New Zealand and Australia. Cooks
currently operates or franchises Esquires Coffee in Canada, the United
Kingdom, Ireland, Bahrain, Kuwait, Saudi Arabia, UAE, Indonesia, Portugal,
Romania, Pakistan, Jordan, and China. It also operates the Scarborough
Fair Tea (including Grounded Responsible Coffee) and Crux Products
supply businesses.
For more information visit: www.cooksglobalfoods.com
DIRECTORY
CONSOLIDATED FINANCIAL STATEMENTS
STATUTORY INFORMATION AND
CORPORATE GOVERNANCE
FINDLATER HOUSE
Dublin, IRELAND

1

HIGHLIGHTS
ANNUAL GROUP REVENUE
1
FROM CONTINUING
OPERATIONS FOR THE 12 MONTHS TO 31 MARCH
2018 INCREASED 26% TO $6.73 MILLION
ESTABLISHED A BEACHHEAD IN EUROPE WITH
THE OPENING OF STORES IN ROMANIA AND
PORTUGAL AND NEW OPERATIONS IN PAKISTAN
AND JORDAN
SECURED APPROVAL AT THE SHAREHOLDERS
MEETING IN JUNE 2017 FOR $10 MILLION IN NEW
EQUITY, WHICH WILL FACILITATE TRANSITION
TO CASHFLOW BREAKEVEN WITHIN THE 2019
FINANCIAL YEAR
COMMENCED THE RESTRUCTURING OF THE
CHINESE AND MIDDLE EAST OPERATIONS
CONTINUED STRONG GROWTH ACROSS
THE GLOBAL ESQUIRES COFFEE NETWORK,
WITH THE UK DELIVERING THE STANDOUT
PERFORMANCE
NET LOSSES FROM CONTINUING OPERATIONS
DOWN 54.4% TO $1.6 MILLION, WHICH
INCLUDES DEPRECIATION AND AMORTISATION
OF $0.2 MILLION; FINANCE COSTS OF $0.45
MILLION; AND SHARE OF NET LOSS IN CHINA
ASSOCIATE OF $0.28 MILLION
1
The Chinese business was treated as a discontinued operation until 30 September
2017 and thereafter as an investment in an associate to be equity accounted going
forward. The China business has been folded into a new entity, in which Cooks will
hold a minority position, covering the greater China region. No further funds have
been invested in China since 30 September 2017, with Cooks China partner providing
funding, during a transition period, until 31 March 2018. Funds that Cooks owe as
part of this interim arrangement have been dealt with by an adjustment to the
proportional ownership structure in the new business, with Cooks share of the new
company settling at 21%.
2

Cooks Global Foods has made solid operational
progress during the year. The company
has reported a strongly improved financial
performance after a year of consolidation that has
set it up for the next phase of growth.
Group revenue from continuing operations for
the 12 months to 31 March 2018 increased 26%
to $6.73 million from $5.34 million in the same
period a year ago. Sales of beverage products and
franchise related fees benefited from continuing
strong growth in the global Esquires Coffee House
network
2
where total store sales increased by 8.7%.
The group also saw a rising contribution from the
branded consumer business especially the new
Grounded responsible coffee brand.
Annual net losses from continuing operations
nearly halved to $1.6 million from $3.5 million in
the same period a year ago, with foreign exchange
gains contributing around $0.66 million of the
turnaround.
Annual net losses, including discontinued
operations, narrowed to $3.9 million from $12.2
million in the prior financial year.
Employee and other costs increased to $6.5
million from $6.0 million in the prior year, largely
due to the additional resource in the Esquires UK
business to support the growth in store numbers
and revenue in that territory.
The increase also reflected increased expenditure
to support the launch of Scarborough Fair’s new
carbon-neutral Grounded coffee brand.
The core continuing coffee operations are
performing well, with more regions making a
positive contribution to operating earnings. The
UK Esquires business continues to lead the global
network, with group revenue from the region
increasing 92% to $3.0 million.
The UK now represents 44% of total group
revenue for continuing activities. New coffee
operations have been established in Portugal,
Romania, Jordan and Pakistan with these regions
delivering positive results for the company, albeit
with some coming into play late in the financial
year.
While the accounting treatment of the restructured
China business has been confirmed, the final
agreements associated with the new entity are still
being completed. We have also moved closer to
finalising the terms for the new joint venture in the
Middle East.
Both arrangements more closely align the interests
of the regional partners with Cooks and have
the potential to accelerate growth of the coffee
operations in these regions.
The supply businesses, including the coffee and tea
supplier Scarborough Fair and the food exporter
and importer Crux Products, continue to make
solid progress. We are particularly excited about
the potential for the Grounded responsible coffee
brand, which was launched this year and has been
growing strongly in New Zealand.
“COOKS IS CONTINUING TO MAKE PROGRESS AND WE ARE CONFIDENT
THAT THE STEPS WE HAVE TAKEN THIS FINANCIAL YEAR HAVE SET UP
THE COMPANY TO GROW AND TRANSITION TO CASHFLOW BREAKEVEN
IN THE NEW FINANCIAL YEAR”.
REAPING THE REWARDS OF TRANSFORMATION
EXECUTIVE CHAIRMAN’S REPORT
3
2
Non-GAAP Financial information: Figures relating to the store network, total store sales and same store sales are designated non-GAAP financial information. Please refer to the
appropriate footnotes which further define these and associated terms. Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore
may not be comparable to similar financial information presented by other entities. The non-GAAP financial information has not been subject to audit nor third party review. The
non-GAAP financial information is collated on a weekly basis by management in relation to the net sales of stores within the network, franchised or owned, that operate under
a Cooks Global Foods brand. While this information is not directly comparable to the revenue recorded by the Group, other than for owned stores, it does indicate trends which
have an influence on the portion of revenue earned by the Group relating to recurring franchise fees. Financial information relating to the store network are a non-GAAP measure
common for comparable businesses in the retail sector although as noted above, not standardised by any industry-wide body.

MIDDLE EAST
EUROPE
CHINA
UK
30.5%
INDONESIA
0.3%
39.1%
CANADA
1.4%
9.4%
19.3%
We have also held discussions with a number of
partners that could propel growth in the coffee
store network to above our 100-store target. While
these discussions are ongoing they are so far
inconclusive.
Finally, of the $10 million new equity approved
by shareholders during the year: $3.4 million
has been applied to reduce debt; $2.3 million
received in cash; and $4.3 million of underwrite
still to complete. This capital raising has provided
the momentum to move our current operations
towards break even, a goal we expect to achieve
during the current financial year.
Together these achievements have put the
company in a strong position and give Cooks
Global Foods confidence for the years ahead.
Constant currency total store network sales

3
were
up 8.7% to $43.1 million in the 12 months to 31
March 2018. Constant currency store sales are a
leading indicator of the revenue Cooks expects
to generate for new and refurbished stores and
recurring revenues, such as royalties, coffee
product and other retail sales. On a same-store
4

basis, the total coffee store network constant
currency sales rose 1.1% to $33.6 million.
At the end of March 2018, store numbers stood at
93, down 5 from 98 at the same time a year ago.
In the 12 months to 31 March 2018, Esquires opened
a total of 18 stores, including eight in the United
Kingdom, six in the Middle East, three in Europe
and one in China. However, these gains were offset
by the closure of 23 stores including 12 stores in
China, five stores in the Middle East and a total of
six stores in other territories.
Cooks now treats its former Chinese subsidiary as
an investment in an associate (with an effective
stake of 21%) with effect from 1 October 2017 and
equity accounts for movements in this investment
from that date onwards. Cooks continues to work
through complex regulatory processes with respect
to the Middle East joint venture. The completion
of which is now expected within the 2019 financial
year.
Growth in store sales and store numbers was
slower than the prior year, mainly due to the
impact of the restructuring of the Esquires’ Chinese
and Middle East operations.
The Irish business is now treated as part of a
European region which includes the new stores
in Portugal and Romania. Group revenue from
Europe (still predominantly relating to the Irish
business) increased 48% to $0.99 million from
$0.67 million in the same period a year ago, while
the region posted an operating profit of $0.19
million, reversing the prior year’s $0.04 million loss.
The increase in revenue was in part assisted by
franchise fees relating to Romania and Portugal.
While store numbers in Ireland remained
unchanged during the year at 11 stores, network
store sales rose 11.9% from the prior year, with
transactions
5
up 9.6% and the average transaction
value
6
up 2.0%.
Group revenue from the UK increased 92% to $3.0
million from $1.5 million the same time a year ago,
with the region delivering an operating profit of
$0.19 million, reversing last year’s $0.73 million
operating loss.
The UK Esquires business continues to lead
performance across the network, benefitting
from a net increase in six stores during the year
taking the total to 35. It has also benefited from
the ongoing store refurbishment programme. In
the final quarter of the year the company moved
to accelerate the growth in this region with the
signing of a regional master franchise for the South
East of England, the first of several regional master
franchises we envisage for the territory.
NETWORK STORE SALES BY SEGMENT
2
EUROPE
OPERATION OVERVIEW
UNITED KINGDOM
3
Total store network sales are the aggregate of sales of all Esquires branded coffee
stores, whether franchised or owned, across the company’s global brand network.
Cooks derives income from its franchised stores from franchise related fees, primarily
related to these sales levels as well as store sales for those stores directly owned by
the company. Total network store sales, therefore, have a correlation to the portion of
revenue earned by Cooks Global Foods relating to recurring franchise fees. However,
they are not and should not be confused with the revenue of Cooks Global Foods
which is reported in its financial statements as the two do not directly correlate. The
2018 trading period was one week shorter than the same period a year ago. To show
fair comparison, an adjustment to remove the impact of the extra week of trading in
the 2017 financial year is used in this report.
4
Same store sales are the aggregate of all Esquires-branded coffee stores, whether
franchised or owned across the company’s global brand network that have
been operational for at least a full two-year period for the purposes of like-for-
like comparison between current and prior periods. The metric measures the
improvement in existing store sales within the brand network, excluding new stores
opened in the previous 24 months. Same store sales are not the same as revenue
in the financial statements for Cooks Global Foods group but can indicate stable
revenue growth in the brand network.
5
Transactions relate to the total individual transactions, which occur within Esquires
branded coffee stores, whether franchised or owned. A transaction is defined as a
single financial transaction for food, beverage or product that is processed through
the point-of-sale system within a coffee store.
6
Average transaction values are derived by dividing total Esquires coffee store sales
by total transactions recorded over the period.
4

For and on behalf of the Board of Directors
Keith Jackson
Chairman
Cooks Global Foods Limited
UNITED KINGDOM
London, Putney
IRELAND
Limerick, Catherine St.
PORTUGAL
Porto, Central
During the year the company secured an
additional $10 million in new equity from its major
shareholders, of which $3.4 million was used to
repay borrowings, while the remaining $6.6 million
is funding the company’s growth.
Around $4.7 million of that sum was provided by
the underwrite of the group’s share purchase plan
by entities associated with me with $4.3 million
of that underwrite still to complete at balance
date. As at 31 March 2018 around $1.3 million of an
earlier underwrite, provided by my company Cooks
Investment Holdings, has been committed with
respect to the Middle East joint venture transaction
which is moving closer to a finalised form.
Cooks believes that its current operations will
transition to cashflow breakeven using its existing
facilities and the as-yet undrawn capital.
Cooks is continuing to make progress and we
are confident that the steps we have taken this
financial year have set up the company to grow
and transition to cashflow breakeven in the new
financial year. We will provide an update at the
annual meeting later this year.
BALANCE SHEET
OUTLOOK
Group revenue from the supply businesses
increased 31% to $0.84 million from $0.64 million
a year ago largely due to a sharp increase in sales
of the climate-neutral coffee brand Grounded. The
Crux Products supply business is growing but is
still yet to make a significant contribution to the
group.
Losses in the supply business increased to $0.30
million from a loss of $0.24 million in the same
period a year ago, largely reflecting the increase
in marketing and distribution costs associated
with the Grounded launch. Corporate costs were
contained with operating costs narrowing from
$2.2 million to $1.4 million.
SUPPLY AND CORPORATE
5
The rest of the world segment covers the stores in
the Middle East, Pakistan, Indonesia, and Canada.
Group revenue from this region decreased from
$2.5 million to $1.9 million but operating profits
increased to $0.43 million from a profit of $0.23
million in the same period a year ago.
The decrease in revenue predominantly relates to
New Zealand-sourced coffee sales to the Middle
East and China, with reduced demand in China
following the reduction in store numbers and
timing differences in ordering cycles in the Middle
East. Even after stripping out foreign currency
gains, the region recorded an operating profit. The
rest of the world stores reduced to 30 in total from
32 the year before.
REST OF THE WORLD
ROMANIA
Bucharest, Veranda Mall
PAKISTAN
Karachi, Zamzama
JORDAN
Amman, Daboug

ESQUIRES COFFEE OPERATING METRICS
7
7
Esquires operating metrics convert the prior year figures at the same exchange rate as the current year to eliminate any exchange
fluctuation affect. For the definition of all terms, please refer to the footnotes earlier in this report.
8
The 2017 operational year was 53 week’s. The 53rd week,s sales have been removed so the year is comparable to 2018’s 52 week year.
TOTAL NETWORK
12 MONTHS TO 31 MARCH
SAME STORE
31 MAR 2018
31 MAR 2018
31 MAR 2017
8
31 MAR 2017
8
Esquires Coffee Store sales
NON-GAAP FINANCIAL INFORMATION
2
Esquires Coffee Store sales
Transactions
Transactions
Average transaction value
Average transaction value
VARIANCE
VARIANCE
NZ$43,106,131
4,499,395
NZ$9.58
NZ$39,656,630
4,338,821
NZ$9.14
8.7%
3.7%
4.8%
NZ$33,602,282
3,444,465
NZ$9.76
NZ$33,231,225
3,586,901
NZ$9.26
1.1%
-4.0%
5.4%
Year to 31 March Mar-2018OpenedClosedMar-2017
China1511226
UK358229
Bahrain5016
UAE2035
Pakistan1100
Jordan1100
Ireland110011
Canada2024
Kuwait9306
Saudi Arabia8118
Indonesia2013
Romania1210
Portugal1100
Total93182398
Middle East266525
6

ETHICAL AND RESPONSIBLE
ESQUIRES COFFEE: AN INTERNATIONAL CAFE BUSINESS THAT
EMBRACES SUSTAINABILITY AND COMMUNITY SPIRIT
Cooks Global Foods has worked hard to establish
a culture based on ‘responsible people, responsible
business’ encouraging employees to make
responsible decisions, and embrace responsible
business practices.
Responsible business to Cooks means a genuine
commitment to both sustainability and the health
and wellbeing of our people, the communities
in which we operate and farming communities it
supports.
We believe Fairtrade, Organic and Climate
Neutral are more than programmes, they are a
commitment to responsible business.
communities front of mind, all coffee sold by Cooks
is Fairtrade, as is our drinking chocolate and tea.

Fairtrade is an international third-party certification
that gives assurance that our coffee meets social,
economic and environmental standards. The
Fairtrade movement emerged in response to
the plight of farmers and workers in developing
countries, many of whom are excluded from the
benefits of international trade. Today, for hundreds
of thousands of people, Fairtrade means the
difference between a hand-to-mouth existence and
a better, brighter future.
And through Fairtrade, Cooks customers can be
assured that the products they are consuming are
not exploiting the farmers who produce them.
Our Fairtrade credentials are certified by Fairtrade
Australia and New Zealand. It attests that all
Esquires and Grounded Coffee is traded according
to the following standards:
With the health and wellbeing of our farming
OPERATION OVERVIEW
FAIRTRADE: CHANGING THE WORLD ONE CUP
OF COFFEE AT A TIME
TRANSPARENCY: ALL TERMS AND CONDITIONS OF FAIRTRADE TRANSACTIONS ARE DETAILED IN
CONTRACTS SIGNED BY THE PRODUCERS AND BUYERS.
FAIR PRICE: PRODUCERS RECEIVE AT LEAST A FAIRTRADE MINIMUM PRICE, WHICH AIMS AT
COVERING THE AVERAGE COSTS OF SUSTAINABLE PRODUCTION, OR THE MARKET PRICE,
WHICHEVER IS HIGHER.
FAIRTRADE PREMIUM: ON TOP OF THE PRICE, PRODUCERS RECEIVE A FAIRTRADE
PREMIUM, WHICH THEY CAN INVEST IN THEIR OWN DEVELOPMENT, ACCORDING
TO THEIR NEEDS.
MARKET INFORMATION FOR PLANNING: PRODUCERS RECEIVE SOURCING
PLANS AND INFORMATION ABOUT MARKET PROSPECTS, TO ENABLE
THEM TO BETTER PLAN THEIR ACTIVITIES.
PRE-FINANCE: PRODUCERS HAVE ACCESS TO PRE-FINANCE,
TO HELP THEM FUND THEIR OPERATIONS.
TRADING WITH INTEGRITY: OPERATORS ALONG THE
FAIRTRADE SUPPLY CHAINS DO NOT ENGAGE IN
UNFAIR TRADING PRACTICES.
LABOUR AND ENVIRONMENT: TRADERS IN
FAIRTRADE SUPPLY CHAINS COMPLY WITH
LABOUR AND ENVIRONMENTAL LAW
(APPLICABLE AS OF 2017).
HAZARDOUS MATERIALS:
STANDARDS RELATED TO
THE USE OF HAZARDOUS
MATERIALS (APPLICABLE
AS OF 2018).
7

Cooks sources organic farmed coffee that
is also certified Fairtrade. Our New Zealand
brand is Grounded Responsible Coffee, which is
certified organic by BioGro New Zealand, a third-
party certification that guarantees organic and
environmental standards are being met.
BioGro visits farms, packing facilities, warehouses,
stores and manufacturing operations to make sure
practices meet its strict organic standards. Only
then does a product receive a BioGro certification.
This means every single BioGro certified product
can be traced back to its origin, so every single
bean of Grounded coffee can be traced back to the
plantation in which it grew.
As one of New Zealand’s pioneering climate
neutral brands, Cooks is very proud of Grounded
Responsible Coffee. A delicious high-quality
coffee, that not only improves the lives of its coffee
farming communities, but also helps to protect
and restore the health of our planet, providing
more sustainable options for people, with no
compromise on quality, price or convenience. It
is 100% certified Fairtrade, Organic and Climate
Neutral and it is helping clean up New Zealand’s
waterways and restore native flora and fauna.
Fairtrade New Zealand, in addition to applying the
same rigorous oversight to Grounded’s Fairtrade
credentials, also works with Grounded to calculate
its carbon footprint from its entire supply chain,
from the coffee plantation, to the roastery and to
the supermarket.
Grounded continues to look for ways to reduce its
carbon emissions and neutralise the rest through
tree planting in New Zealand, and in Peru.
In Peru, Fairtrade works with coffee farmers
to plant trees that remove carbon from the
atmosphere. As well as being good for the
environment, the tree planting provides much
welcomed extra income for the farmers. They are
also using these funds to protect their farms from
climate change.
At the very heart of our Esquires brand, we are
proudly local, and striving to become an integral
part of every community that we’re part of.
Our stores are very active in their communities,
often helping to promote awareness and support
of local charities, schools and causes in need.
Our franchise store partners are known for their
authentically warm character, friendly service and
local knowledge, making them a central part of the
community.
In each community Esquires operates it makes a
promise to:
_
MAKE THE BEST TASTING COFFEE IN
OUR NEIGHBOURHOOD;
_
BE PART OF THE “LOCAL VIBE”;
_
BUILD AN HONEST BUSINESS.
on the web: www.fairtrade.org.nz
_
CARE FOR OUR CUSTOMERS AND THE
TIME THEY SPEND WITH US;
Grounded Responsible Coffee is working
in partnership with Trees For Survival, an
environmental education programme which
involves young people growing seedlings and
planting native trees. The trees restore natural
habitats by helping re-forest erosion prone land,
improve stream flow and water quality, and
increase biodiversity.
Cooks’ Directors, and employees, all muck in and
enjoy their Tree Planting expeditions. The next one
is planned for August 2018, when Cooks will join
Takapuna Normal Intermediate who have grown
the seedlings that will be jointly planted near Leigh
north of Auckland.
Trees For Survival has planted well over 1.5 million
trees across New Zealand over the last 25 years,
and is actively working every week with 133
schools. The Trees For Survival programme creates
community partnerships by engaging schools, their
community, local businesses and councils working
together to restore our natural heritage.
ORGANIC
GROUNDED
FAIRTRADE AND CLIMATE NEUTRAL
ESQUIRES LOCAL PROMISE
COMMUNITY ENGAGEMENT
TREES FOR SURVIVAL
8

10
12
16
17
18
19
20
20
COOKS GLOBAL FOODS LIMITED
Contents to Consolidated Financial Statements
Directors’ Report
Independent Auditors’ Report
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Statement of Accounting Policies
Notes to the Consolidated Financial Statements
9

COOKS GLOBAL FOODS LIMITED
Directors’ report
The directors of Cooks Global Foods Limited are pleased to present to shareholders the
Annual Report and consolidated financial statements for Cooks Global Foods Limited and its
controlled entities (together the “Group”) for the year ended 31 March 2018.
The directors are responsible for presenting consolidated financial statements in accordance
with New Zealand law and generally accepted accounting practice, which give a true and fair
view of the financial position of the Group as at 31 March 2018 and their financial performance
and cash flows for the year ended on that date.
The directors consider that the consolidated financial statements of the Group have been
prepared using appropriate accounting policies, consistently applied and supported by
reasonable judgements and estimates and that all relevant financial reporting and accounting
standards have been followed.
The directors believe that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position of the Group and facilitate
compliance of the consolidated financial statements with the Financial Reporting Act 2013.
The directors consider they have taken adequate steps to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
The directors note the following as material changes in the nature of the business undertaken
by the Company in the past year:
(a)The Board of Directors decided in the prior year to restructure the Group’s China
business in association with a Chinese based investment entity (CIE). During the year
the restructure of the China business was substantially completed apart from some
structural changes and formal documents still outstanding relating to the new
companies established in China.
While the Group still holds 100% of the shares in Beijing Esquires Management Co. Ltd
(BEML), a review of control with respect to that separate business unit under New
Zealand International Financial Reporting Standard 10 (IFRS 10: Consolidated
Financial Statements), determined that loss of control of the business effectively
occurred on 1 October 2017.
As a result, the Group has treated the trading results for the China operation for the
six months to 30 September 2017 as discontinued operations in its Consolidated
Statement of Profit or Loss and other Comprehensive Income. From 1 October 2017,
it recognises its investment in the new China entity as an Associate in which it holds a
21% share and equity accounts for that investment going forward. The loss associated
with the loss of control of the business has been recognised in discontinued operations.
As part of the transitional arrangement with CIE, it was agreed that the Group would
contribute towards operational running costs until 30 April 2018. It was also agreed
that the share of these costs would not be provided by any further capital injection by
the Group into the China business, but by an appropriate adjustment to the final
shareholding of the Group in the new China entity from that provisionally agreed in the
prior year. The relevant cost relating to this transitional period in the second half of the
financial year has been recognised in continuing operations as a share of net loss of
associates accounted for using the equity method ($279k).
10

COOKS GLOBAL FOODS LIMITED
(b) The Company signed franchise agreements for the new territories of Portugal,
Pakistan and Romania. As well, the Esquires Coffee UK business sold the first regional
franchise, for the South East of England, as part of a strategic plan to divide the UK
territory into 11 regional franchise zones.
(c) The Company is continuing to finalise the terms of our new joint venture in the Middle
East with our existing Saudi Arabian Master Franchisee. This is expected to complete
duringthe new financial year. This arrangement will more closely align the interests of
our local partner with those of the Group and has the potential to accelerate growth of
our coffee operations in the region.
(d) We are continuing discussions with various parties in Europe and the United States of
America to formalise strategic business relationships that will facilitate the more rapid
growth of the Group and help us achieve our store targets for the financial year to
31 March 2019.
Going Concern
The directors consider that using the going concern assumption is appropriate
having reviewed cash flow projections of the Group which are based on a number of key
assumptions such as the outcome of current funding discussions.
Greater detail of the going concern assumptions, the cash generating initiatives
currently underway and alternative courses of action which could be pursued should
key cash generating initiatives be unsuccessful are detailed in Note 4 of the
consolidated financial statements.
Donations & Audit Fees
The Group made no donations during the past year. Amounts paid to BDO Auckland for
audit and other services are shown in Note 21 of the consolidated financial statements.
Other Statutory Information
Additional information required by the Companies Act 1993 is set out in the
Regulatory Disclosures and Shareholder Information sections.
The directors present the consolidated financial statements set out in pages 16 to 71, of
Cooks Global Foods Limited and its controlled entities for the period 1 April 2017 to 31
March 2018.
The Board of Directors of Cooks Global Foods Limited authorised these consolidated
financial statements for issue on 16 July 2018.
Keith JacksonAndrew Kerslake
Executive Chairman Director
The Board of Directors of Cooks Global Foods Limited authorised these consolidated
Andrew Kerslake
11

BDO Auckland
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF COOKS GLOBAL FOODS LIMITED
Opinion
We have audited the consolidated financial statements of Cooks Global Foods Limited (‘the Company’) and its
controlled entities (together, ‘the Group’), which comprise the consolidated statement of financial position as
at 31 March 2018, and the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at 31 March 2018, and its consolidated financial performance
and its consolidated cash flows for the year then ended in accordance with New Zealand equivalents to
International Financial Reporting Standards (‘NZ IFRS’).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’).
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued
by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
controlled entities.
Material Uncertainty Related to Going Concern
We draw attention to note 4 to the consolidated financial statements, which states that the Group incurred a
net loss of $3,862,000 (2017: $12,179,000) and operating cash outflows of $1,424,000 (2017: $5,174,000)
during the year ended 31 March 2018 and, as of that date, the Group has reported net assets of $183,000 and
current liabilities exceed current assets by $4,277,000. As stated in note 4, these events or conditions, along
with other matters as set forth in note 4, indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the Group's consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty
Related to Going Concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
12

BDO Auckland
Key Audit Matter How The Matter Was Addressed in Our Audit
Disposal of Beijing Esquires Management Co Limited (‘China Operations’)
The Directors of the Group have continued working to
restructure the China Operations in the 2018 financial year.
The audit and accounting implications of the restructure
are:
a)Assessment of Loss of Control of the China Operation
As disclosed in notes 3.20 and 13.2 of the Consolidated
Financial Statements the Directors have concluded that
as the Group has lost control over the China Operations
effective from 1 October 2017 it is no longer a
subsidiary and is not consolidated within the Group
Financial Statements.
The Directors assessed the loss of control based on key
facts and circumstances which included:
• Appointment of the new CEO by the new China
Partner;
• Decision making process about the business activities
and the direction of these activities are led by the new
China Partner; and
• Interim funding decisions including a change to the
responsibility of funding the working capital
requirements of China Operations to the new China
Partner.
Whilst non-binding term sheets have been signed and
the Directors of the Group have advanced the
restructure of the China Operations significantly, a
formal agreement is yet to be executed and the
transaction is yet to be completed.
We have determined this to be a key audit matter due
to judgements required to determine whether loss of
control has occurred and its impact on the financial
statements as a whole.
b)Assessment of the Fair Value of the Consideration
received being the investment in Shanghai Yinshi
Food and Beverage Management Company Limited
(‘Associate’)
The Directors have determined the fair value of the
consideration received for the disposal of the China
Operations (being the share investment in Associate)
using a fair value less costs of disposal methodology.
The fair value of the investment was determined as at
30 September 2017 at $3,366,000. This resulted in a
loss on derecognition of the China Operation of
$1,086,000 in the 2018 financial year.
The view of the Directors is that the formal documents
relating to the transaction will be executed in due
course and 46.7 million Yuan will be invested by the
new China partner as per the agreed term sheets.
Refer to note 3.20 China Business and 13.2 China
Operation.
The assessment of the fair value of the consideration
was a key audit matter due to the high level of
judgement required in assessing the valuation
methodology and inputs used to determine the fair
value of the investment. This methodology included
the 46.7 million Yuan yet to be invested by the new
Chinese Partner into the investment.
Our audit considered whether the judgements applied by
the Group to their assessment of loss of control of the
China Operations met the requirement of NZ IFRS 10
Consolidated Financial Statements.
Our procedures included, amongst others:
• Evaluating the Directors’ assessment based on the
available factors relating to the progression of the
restructure of China Operations that led to the
conclusion that the Group has lost control of the China
Operations. This included:
-Reading the relevant agreed term sheets, board papers
and other correspondence in respect of the restructure
of the China Operations.
-Obtaining third party confirmations to support the
Directors’ assessment.
• Assessing the adequacy of the Group’s disclosures
regarding their assessment.
Our audit considered whether the judgements applied by
the Group to their assessment of fair value of the
consideration for the disposal of the China Operations
(being the share investment in Associate) using a fair
value less costs of disposal methodology were
appropriate.
We focused on the on the Directors’ assessment of the
fair value of the consideration and recognition of the
Group's investment in Shanghai Yinshi Food and Beverage
Management Company Limited as an Associate.
Our procedures included, amongst others:
• Reading the relevant agreed term sheets, board
papers, other correspondence and obtaining third party
confirmations in respect of the restructure of the China
Operations to understand the key terms and conditions,
and to confirm our understanding of the transaction.
• Together with our valuation specialists evaluating the
Directors’ assessment of the fair value of the investment
in Associate and the appropriateness of the methodology
used.
• Recalculating the loss on derecognition of the
subsidiary.
• Assessing the adequacy of the Group’s disclosures in
respect of the above.
13

BDO Auckland
Key Audit Matter How The Matter Was Addressed in Our Audit
Impairment assessment of the investment in Shanghai Yinshi Food and Beverage Management Company Limited
(‘Associate’) as at 31 March 2018
As at 31 March 2018 the carrying amount of the investment
in the Associate is $3,087,000. The Group has used fair
value less costs of disposal methodology to determine the
recoverable amount of the investment in Associate to assess
any potential impairment.
The Group concluded no impairment charge was required in
respect of its investment in the Associate as at 31 March
2018 as the Directors’ view is that 46.7 million Yuan will be
invested by the new Chinese Partner as agreed in the Term
Sheets.
Refer to note 3.20 China Business and 14.2 Interests in
Associate.
The impairment assessment of the investment was a key
audit matter due to judgements involved around the
assumption that the transaction will be completed,
judgements involved in the appropriateness of the valuation
methodology and inputs used to support the Group’s
assessment of the impairment of the carrying value of the
investment in Associate.
Our audit considered whether the methodology and
judgements applied by the Group to their impairment
model met the requirement of NZ IAS 36 Impairment of
Assets.
Our procedures included, amongst others:
• Together with our valuation specialists evaluating the
Directors' assessment of the fair value of the investment
and the appropriateness of the methodology used.
• Assessed the likelihood of 46.7 million Yuan being
invested by the new Chinese Partner through reading the
relevant agreed term sheets, board papers, other
correspondence and obtaining third party confirmations
in respect of the restructure of the China Operations to
understand the key terms and conditions, and to confirm
our understanding of the transaction.
• Assessing the adequacy of the Group’s disclosures.
Impairment assessments of Global IP-Rights and Reacquired Rights
The Group holds Global IP-Rights and Reacquired Rights of
$1,481,000 of relating to Intellectual property and master
franchising rights to Esquires Coffee Houses worldwide
excluding New Zealand and Australia.
The Group also holds Reacquired Rights of $1,416,000
relating to Esquires Ireland Cash Generating Unit (‘CGU’)
and Esquires UK CGU.
The Group has used fair value less costs of disposal and
value in use models to determine the recoverable amounts
of these intangible assets to assess any potential
impairment.
The Group concluded no impairment charge was required in
respect of Global IP-Rights and Reacquired Rights.
Refer to note 15.2 Other Intangible Assets.
We have determined this to be a key audit matter due the
significant judgements involved to determine the
recoverable amount of Global IP-Rights and reacquired
rights such as:
•Comparable sales transactions.
•Discount rates;
• Market growth rates;
• Store growth rates; and
• Expected revenue, costs and capital expenditure
Our audit considered whether the methodology and
judgements applied by the Group to their impairment
models met the requirement of NZ IAS 36 Impairment of
Assets.
Our procedures included, amongst others:
• Assessing the determination of the Group’s cash
generating units based on our understanding of the
nature of the Group’s business, how earning streams are
monitored and reported and the economic environment
in which it operates.
• Together with our valuation specialists, assessing and
testing the assumptions and methodologies used in the
Group’s value in use model. In doing so:
-We compared the cash flow forecasts to Board
approved forecasts;
-We assessed the basis for the Group’s cash flow
forecasts including consideration of the historical
accuracy of previous estimates;
-We compared the discount rate, growth rates and the
economic assumptions to available internal and external
data; and
-We performed sensitivity analysis and evaluated
whether there are reasonably possible changes in
assumptions which could cause the carrying amount of
the CGU to exceed its recoverable amount.
•Assessing the relevance of the comparable sales
transactions used in the fair value less costs of disposal
model to determine the recoverable amount of the
trademarks.
• Assessing the adequacy of the Group’s disclosures in
respect of trademarks and reacquired rights.
14

BDO Auckland
Other Information
The directors are responsible for the Annual Report, which includes information other than the consolidated
financial statements and our auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Directors’ Responsibilities for the Consolidated Financial Statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we Report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so
that we might state those matters which we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for
the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Blair Stanley.
BDO Auckland
Auckland, New Zealand
16 July 2018
15

COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 31 March 2018
This statement should be read in conjunction with the notes to the consolidated financial statements.
31-Mar31-Mar
20182017
Notes$'000$'000
Continuing operations
Revenue56,7285,340
Other income37138
Raw materials and consumables used(1,069)(1,250)
Depreciation and amortisation16,15.2(244)(166)
Property related costs(475)(434)
Net foreign exchange (losses)/gains655(591)
Employee costs6(3,018)(2,896)
Other expenses7(3,505)(3,113)
Operating loss(891)(2,972)
Finance costs8(449)(564)
Share of net loss of associate accounted for using the equity
method
14.2(279)-
Loss before income tax(1,619)(3,536)
Income tax expense 9-(16)
Loss for the year from continuing operations(1,619)(3,552)
Net loss for the year from discontinued operations13.3(2,243)(8,627)
Net loss for the year
(3,862)(12,179)
Loss attributable to:
- Shareholders of the parent(3,731)(11,775)
- non-controlling interests(131)(404)
(3,862)(12,179)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve(1,072)760
Exchange differences on translation of discontinued operations13.2416-
Other comprehensive income after tax(656)760
Total comprehensive loss for the year (4,518)(11,419)
Attributable to:
- Shareholders of the parent(4,387)(11,015)
- non-controlling interests(131)(404)
(4,518)(11,419)
Loss from discontinued operations attributable to:
- Shareholders of the parent13(2,120)(8,283)
- non-controlling interests13(123)(344)
(2,243)(8,627)
Loss per share:
Basic and diluted loss per share (New Zealand Cents) from
continuing and discontinued operations:19.2(0.79)(2.85)
Basic and diluted loss per share (New Zealand Cents) from
continuing operations:19.2(0.34)(0.85)
16

COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Changes in Equity
For the year ended 31 March 2018
Share
Capital
Foreign
currency
translation
reserve
Accumulated
LossesTotal
Non-
controlling
interest
Total
Equity
Notes$'000$'000$'000$'000$'000$'000
Balance at 1 April 2016
36,372
(5)
(27,029)9,338309 9,647
Comprehensive loss for the year
Loss for the year- - (11,775)(11,775)(404)(12,179)
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Change in foreign currency translation reserve
- 760- 760- 760
Total comprehensive income/(loss) for the
year
- 760(11,775)(11,015)(404)(11,419)
Transactions with owners of the Company
Issue of ordinary shares
19503
- -
503
-
503
Ordinary shares to be issued1,000--1,000-1,000
Total contributions by owners of the
Company1,503--1,503-1,503
Non-controlling interests fund's introduced----466466
Balance at 31 March 201719
37,875755(38,804)(174)371197
Balance at 1 April 2017
37,875
755
(38,804)(174)371197
Comprehensive loss for the year
Loss for the year
- - (3,731)(3,731)(131)
(3,862)
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Change in foreign currency translation reserve
- (656)- (656)-
(656)
Total comprehensive income/(loss) for the
year
- (656)(3,731)(4,387)(131)(4,518)
Transactions with owners of the Company
Issue of ordinary shares
19
4,642--4,642-4,642
Ordinary shares to be issued170--170170
Total contributions by owners of the
Company4,812--4,812-4,812
Non-controlling interests fund's introduced----
83
83
Non-controlling interests disposed of
----
(391)
(391)
Total non-controlling interests----(308)(308)
Balance at 31 March 201819
42,68799(42,535)251(68)183
Attributable to Equity holders of the Company
This statement should be read in conjunction with the notes to the consolidated financial statements.
17

COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Financial Position
As at 31 March 2018
Director Director
The consolidated financial statements were approved for issue for and on behalf of the Board as at
16 July 2018.
This statement should be read in conjunction with the notes to the consolidated financial statements.
31-Mar31-Mar
20182017
Notes$'000$'000
Assets
Current Assets
Cash and cash equivalents10714182
Trade and other receivables112,7602,579
Inventories12154227
Other current assets11616518
Assets classified as held-for-sale13.3-6,495
Current tax assets-6
Current Assets4,24410,007
Non-Current Assets
Intangible assets15.22,9483,035
Property, plant and equipment 16359256
Investments accounted for using the equity method 14.23,087-
Other non-current financial assets1515
Non-current assets6,4093,306
Total Assets10,65313,313
Liabilities
Current Liabilities
Trade and other payables174,6043,832
Bank overdraft101,1801,826
Liabilities classified as held-for-sale13.3-1,689
Borrowings and other liabilities182,7374,270
Current liabilities8,52111,617
Non-Current Liabilities
Borrowings and other liabilities181,9491,499
Non-current liabilities1,9491,499
Total Liabilities10,47013,116
Net Assets
183197
Equity
Share capital19.142,68737,875
Accumulated losses(42,535)(38,804)
Foreign currency translation reserve99755
Equity attributable to owners of the parent251(174)
Non-controlling interests(68)371
Total equity183197
18

COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Cash Flows
For the year ended 31 March 2018
31-Mar31-Mar
20182017
Notes$'000$'000
Operating activities
Cash was provided from:
Receipts from customers
8,06612,133
Cash was applied to:
Interest cost(423)(494)
Payments to suppliers & employees
(9,067)(16,813)
Net cash applied to operating activities
22
(1,424)(5,174)
Investing activities
Cash was applied to:
Net cash disposed on de-recognition
(193)-
Purchase of property, plant and equipment
(135)(467)
Payment for funds owed for business acquisitions
(137)(81)
Net cash applied to investing activities(465)(548)
Financing activities
Cash was provided from:
Proceeds from borrowings
181,6502,863
Proceeds from share issue
2,6792,210
Cash was applied to:
Repayment of borrowings
18(1,262)(220)
Net cash provided from financing activities3,0674,853
Net increase/(decrease) in cash and cash equivalents 1,178(869)
Cash & cash equivalents at beginning of the year
(1,644)(775)
Cash & cash equivalents at end of the year
(466)(1,644)
Composition of cash and cash equivalents:
Bank balances10
714182
Overdraft balances10
(1,180)(1,826)
(466)(1,644)
This statement should be read in conjunction with the notes to the consolidated financial statements.
19

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
1.Nature of operations
Cooks Global Foods Limited and its controlled entities (the Group) principal activity is the food
and beverage industry.
2.General information and statement of compliance
Cooks Global Foods Limited is the Group’s ultimate parent company, is incorporated and
domiciled in New Zealand and is listed on the NZX Alternate Market board of the New Zealand
stock exchange.
The address of its registered office and its principal place of business is 3 City Road, Auckland,
New Zealand.
Cooks Global Foods Limited is a company registered under the Companies Act 1993 and is an
FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The consolidated
financial statements of the Group have been prepared in accordance with the requirements of
Part 7 of the Financial Markets Conduct Act 2013 and the NZX Alternative Market Listing Rules.
In accordance with the Financial Markets Conduct Act 2013 because group consolidated
financial statements are prepared and presented for Cooks Global Foods Limited and its
controlled entities, separate consolidated financial statements for Cooks Global Foods Limited
are not required to be prepared and presented.
The consolidated financial statements comprise the Company, its controlled entities and its
associates (together the “Group”) and the comparative financial period is for the year ended
31 March 2018. See Note 3.4.
For the purposes of complying with NZ GAAP, the Group is a Tier 1 for-profit entity. The
Company’s consolidated financial statements comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS). They comply with the International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB) and IFRIC interpretations.
The information in the consolidated financial statements is presented in New Zealand dollars
which is the functional currency of the ultimate parent company. Amounts in the consolidated
financial statements have been rounded off to the nearest thousand, or in certain cases, the
nearest dollar.
The consolidated financial statements for the year ended 31 March 2018 were approved and
authorised for issue by the Board of Directors on 13 July 2018.
3.Summary of accounting policies
3.1. Going concern
The directors have prepared the consolidated financial statements on the going concern basis.
In doing so significant judgement has been applied. For further details of these assumptions
and other associated material uncertainties refer to Note 4.
3.2. Overall considerations
The significant accounting policies that have been used in the preparation of these consolidated
financial statements are summarised below.
20

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
The consolidated financial statements have been prepared using the historic cost basis with
the exception of financial assets and liabilities which are carried at fair value through the profit
or loss. The measurement bases are more fully described in the accounting policies below.
3.3. New standards and interpretations
The Group has applied the following amendments for the first time for their annual reporting
period commencing 1 April 2017:
Disclosure initiative – amendments to IAS 7
The amendments to IAS 7 require disclosure of changes in liabilities arising from financing
activities, see Note 18.
A number of new standards, amendments to standards and interpretations have been
approved but are not yet effective and have not been adopted by the Group for the year ended
31 March 2018. These will be applied when they become mandatory. The significant standards
are:
NZ IFRS 2 (amendments): Classification and Measurement of Share-Based Payment
Transactions
The amendment requires the Group to account for: The effects of vesting and non-vesting
conditions on the measurement of cash-settled share-based payments; Share-based payment
transactions with a net settlement feature for withholding tax obligations; and a modification to
the terms and conditions of a share-based payment that changes the classification of the
transaction from cash-settled to equity-settled. The amendment is effective for reporting
periods beginning on or after 1 January 2018. The Group will apply NZ IFRS 2 from 1 April
2018 and has yet to assess its full impact.
NZ IFRS 9: Financial Instruments
NZ IFRS 9: ‘Financial Instruments’ was issued in September 2014 as a complete version of the
standard. NZ IFRS 9 replaces the parts of NZ IAS 39 that relate to the classification and
measurement of financial instruments, hedge accounting and impairment. NZ IFRS 9 requires
financial assets to be classified into two measurement categories; those measured as at fair
value and those measured at amortised cost. The determination is made at initial recognition.
The classification depends on the entity’s business model for managing its financial instruments
and the contractual cash flow characteristics of the instrument. For financial liabilities, the
standard retains most of the NZ IAS 39 requirements. The main change is that, in cases where
the fair value option is taken for financial liabilities, the part of a fair value change due to an
entity’s own credit risk is recorded in other comprehensive income rather than the income
statement, unless this creates an accounting mismatch. The new hedge accounting model
more closely aligns hedge accounting with risk management activities undertaken by
companies when hedging their financial and non-financial risks. NZ IFRS 9 introduces a new
expected credit loss model for calculating the impairment of financial assets. The standard is
effective for reporting periods beginning on or after 1 January 2018. The Group will apply NZ
IFRS 9 from 1 April 2018. The Group does not expect a significant impact on its balance sheet
or equity on applying the classification and measurement requirements of NZ IFRS 9.
NZ IFRS 15: Revenue from Contracts with Customers
NZ IFRS 15 addresses recognition of revenue from contracts with customers. It replaces the
current revenue recognition guidance in NZ IAS 18: Revenue and NZ IAS 11: Construction
Contracts and is applicable to all entities with revenue. It sets out a five-step model for revenue
recognition to depict the transfer of promised goods or services to customers in an amount that
21

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
reflects the consideration to which the entity expects to be entitled in exchange for those goods
and services. This standard is effective for periods beginning on or after 1 January 2018. The
Group will apply NZ IFRS 15 from 1 April 2018 and it does not expect a significant impact on
the consolidated financial statements.
NZ IFRS 16: Leases
NZ IFRS 16 replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to make
a distinction between a finance lease (on balance sheet) and an operating lease (off balance
sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future lease
payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional
exemption for certain short-term leases and leases of low-value assets; however, this
exemption can only be applied by lessees. The standard is effective for accounting periods
beginning on or after 1 January 2019. Early adoption is permitted but only in conjunction with
NZ IFRS 15, ‘Revenue from Contracts with Customers'. The Group intends to adopt NZ IFRS
16 on its effective date and has yet to assess its full impact. The Group has many operating
leases with respect to leased office and retail spaces. As the holder of the head lease over
rental properties of a number of franchisees, the adoption of this standard will have significant
impact on the Group’s balance sheet and income statement disclosures. The balance sheet
will be impacted by the recognition of a right to use asset and a corresponding lease liability.
The income statement will be impacted by the recognition of an interest expense and
amortisation expense and the removal of the current rental expense. The full impact on these
statements has yet to be finalised, however it is expected there will be a material impact as the
current lease commitments (Note 20) total $24 million.
3.4. Basis of consolidation
The Group consolidated financial statements consolidate those of the parent company and all
of its controlled entities and its associates as of 31 March 2018. The Group controls an entity
if it is exposed, or has rights, to variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
All transactions and balances between Group companies are eliminated on consolidation,
including unrealised gains and losses on transactions between Group companies. Where
unrealised losses on intra-group asset sales are reversed on consolidation, the underlying
asset is also tested for impairment from a Group perspective. Amounts reported in the
consolidated financial statements of controlled entities have been adjusted where necessary
to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of controlled entities acquired or disposed of
during the year are recognised from the effective date of acquisition, or up to the effective date
of disposal, as applicable.
3.5. Investments in associates and joint ventures
Associates are those entities over which the Group has significant influence but not control or
joint control. This is generally the case where the group holds between 20% and 50% of the
voting rights. Investments in associates are accounted for using the equity method of
accounting, after initially being recognised at cost.
A joint venture is an arrangement that the Group controls jointly with one or more other
investors, and over which the Group has rights to a share of the arrangement’s net assets
rather than direct rights to underlying assets and obligations for underlying liabilities.
Investments in joint ventures are accounted for using the equity method of accounting.
22

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
Under the equity method of accounting, the investments are initially recognised at cost and
adjusted thereafter to recognise the 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 comprehensive
income of the investee in other comprehensive income. Dividends received or receivable from
associates and joint ventures are recognised as a reduction in the carrying amount of the
investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its
interest in the entity, including any other unsecured long-term receivables, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are
eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of equity accounted investees have been changed where necessary to
ensure consistency with the policies adopted by the Group.
3.6. Foreign currency translation
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the respective
Group entity, using the exchange rates prevailing at the dates of the transactions (spot
exchange rate). Foreign exchange gains and losses resulting from the settlement of such
transactions and from the remeasurement of monetary items at year end exchange rates are
recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost
(translated using the exchange rates at the date of the transaction).
Foreign operations
In the Group’s consolidated financial statements, all assets, liabilities and transactions of Group
entities with a functional currency other than the NZD are translated into NZD upon
consolidation. The functional currencies of the entities in the Group have remained unchanged
during the reporting period.
On consolidation, assets and liabilities have been translated into NZD at the closing rate at the
reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity
have been treated as assets and liabilities of the foreign entity and translated into NZD at the
closing rate. Income and expenses have been translated into NZD at the average rate (the use
of average rates is appropriate only if rates do not fluctuate significantly) over the reporting
period. Exchange differences are charged/credited to other comprehensive income and
recognised in the currency translation reserve in equity. On disposal of a foreign operation the
cumulative translation differences recognised in equity are reclassified to profit or loss and
recognised as part of the gain or loss on disposal.
23

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
3.7. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the IRD. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis and, except for the
GST components of investing and financing activities, are disclosed as operating cash flows.
3.8. Revenue
Goods sold
Revenue from the sale of goods in the course of ordinary activities is measured at the fair value
of the consideration received or receivable, net of returns, trade discounts and volume rebates.
Revenue is recognised when persuasive evidence exists, usually in the form of an executed
sales agreement, that the significant risks and rewards of ownership have been transferred to
the customer, recovery of the consideration is probable, the associated costs and possible
return of goods can be estimated reliably, there is no continuing management involvement with
the goods, and the amount of revenue can be measured reliably. If it is probable that discounts
will be granted and the amount can be measured reliably, then the discount is recognised as a
reduction of revenue as the sales are recognised.
The timings of the transfers of risk and rewards vary depending on the individual terms of the
sales agreement.
Royalty income
Royalty income, which is generally earned based upon a percentage of sales and is recognised
on an accrual basis.
Other revenue
Other revenue represents services to independent franchisees or other third parties. Services
revenue is recognised in the accounting period in which the services are rendered, by reference
to completion of the specific transaction assessed on the basis of the actual service provided
as a proportion of the total services to be provided.
Interest income
Interest income and expenses are reported on an accrual basis using the effective interest
method.
3.9. Income taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not
recognised in other comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to, or claims from Tax
authorities relating to the current or prior reporting periods, that are unpaid at the reporting date.
Current tax is payable on taxable profit, which differs from profit or loss in the consolidated
financial statements. Calculation of current tax is based on tax rates and tax laws that have
been enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences
between the carrying amounts of assets and liabilities and their tax bases. However, deferred
24

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset
or liability unless the related transaction is a business combination or affects tax or accounting
profit. Deferred tax on temporary differences associated with investments in controlled entities
and joint ventures is not provided if reversal of these temporary differences can be controlled
by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are
expected to apply to their respective period of realisation, provided they are enacted or
substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be
utilised against future taxable income, based on the Group’s forecast of future operating results
which is adjusted for significant non-taxable income and expenses and specific limits to the use
of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to
set off current tax assets and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or
expense in profit or loss, except where they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the related deferred tax is also
recognised in other comprehensive income or equity, respectively.
3.10. Employment benefits
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to several state plans
and insurance for individual employees. The Group has no legal or constructive obligations to
pay contributions in addition to its fixed contributions, which are recognised as an expense in
the period that relevant employee services are received.
Short-term employee benefits
Short-term employee benefits, including annual leave entitlement, are current liabilities
included in employee benefits, measured at the undiscounted amount that the Group expects
to pay as a result of the unused entitlement.
Share-based payments
Equity-settled share-based payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant date. The fair value determined
at the grant date of equity-settled share-based payments is expensed on a straight-line basis
over the vesting period. At the end of each reporting period, the Group revises its estimate of
the number of equity instruments expected to vest.
3.11. Impairment testing of goodwill, other intangible assets, property, plant and
equipment and investments in associates
For impairment assessment purposes, assets are grouped at the lowest levels for which there
are largely independent cash inflows (cash-generating units). As a result, some assets are
tested individually for impairment and some are tested at cash-generating unit level. Goodwill
is allocated to those cash-generating units that are expected to benefit from synergies of the
related business combination and represent the lowest level within the Group at which
management monitors goodwill.
25

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
Cash-generating units to which goodwill has been allocated (determined by the Group’s
management as equivalent to its operating segments) are tested for impairment at least
annually. All other individual assets or cash-generating units are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit's
carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to
sell and value-in-use. Any reversal of an impairment loss will be limited to what the carrying
amount would have been, net of depreciation or amortisation, if no impairment had taken place.
To determine the value-in-use, management estimates expected future cash flows from each
cash-generating unit and determines a suitable interest rate in order to calculate the present
value of those cash flows. The data used for impairment testing procedures are directly linked
to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined individually for each
cash-generating unit and reflect management’s assessment of respective risk profiles, such as
market and asset-specific risks factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill
allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to
the other assets in the cash-generating unit. With the exception of goodwill, all assets are
subsequently reassessed for indications that an impairment loss previously recognised may no
longer exist. An impairment charge is reversed if the cash-generating unit’s recoverable amount
exceeds its carrying amount.
3.12. Financial instruments
Classification
The group classifies its financial assets as loans and receivables.
(a)Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other
short-term, highly liquid investments that are readily convertible into known amounts of cash
and which are subject to an insignificant risk of changes in value.
(b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. The group's loans and receivables comprise ‘trade and
other receivables’ and ‘cash and cash equivalents’ (see Note 10 and 11).
(c)Financial liabilities at fair value through profit or loss
Financial liabilities are carried in the consolidated statement of financial position at fair value
with changes in fair value recognised in the consolidated statement of profit or loss and other
comprehensive income. The Group does not have any liabilities held for trading nor has it
designated any financial liabilities as being at fair value through profit or loss other than those
identified in Note 29.
Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade-date – the date
on which the Group commits to purchase or sell the asset. Financial assets are derecognised
when the rights to receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks and rewards of ownership.
26

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
Loans and receivables are subsequently carried at amortised cost less impairment using the
effective interest method.
Financial liabilities are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest rate method or measured at fair value through profit
and loss.
Financial assets measured at amortised cost (loans and receivables) are assessed at each
reporting date to determine whether there is objective evidence for an impairment. Impairment
provisions are recognised when there is objective evidence (such as significant financial
difficulties on the part of the counterparty or default or significant delay in payment) that the
Group will be unable to collect all of the amounts due under the terms receivable, the amount
of such a provision being the difference between the net carrying amount and the present value
of the future expected cash flows associated with the impaired receivable.
3.13. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses
directly attributable to the manufacturing process as well as suitable portions of related
production overheads, based on normal operating capacity. Costs of ordinarily interchangeable
items are assigned using the first in, first out cost formula. Net realisable value is the estimated
selling price in the ordinary course of business less any applicable selling expenses.
3.14. Goodwill
Goodwill represents the future economic benefits arising from a business combination that are
not individually identified and separately recognised. Goodwill is carried at cost less
accumulated impairment losses. Refer to Note 3.12 for a description of impairment testing
procedures.
3.15. Other intangible assets
Recognition of other intangible assets
Acquired intangible assets
Trademarks, global IP rights and rights acquired in a business combination that qualify for
separate recognition are recognised as intangible assets at their fair values.
Subsequent measurement
All intangible assets are accounted for using the cost model whereby capitalised costs are
amortised on a straight-line basis over their estimated useful lives, as these assets are
considered finite. Global IP rights are not amortised. Residual values and useful lives are
reviewed at each reporting date. In addition, they are subject to impairment testing as described
in Note 3.12. The following useful lives are applied:
•Trademarks: 10-20 years
•Reacquired rights: 10 - 20 years
Amortisation has been included within depreciation and amortisation.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the
difference between the proceeds and the carrying amount of the asset and is recognised in
profit or loss within other income or other expenses.
27

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
3.16. Property, plant and equipment and computer software
Property, plant and equipment (comprising fittings and furniture, plant and equipment and
motor vehicles) and computer software are initially recognised at acquisition cost or
manufacturing cost, including any costs directly attributable to bringing the assets to the
location and condition necessary for them to be capable of operating in the manner intended
by the Group’s management.
Property, plant and equipment are subsequently measured using the cost model: cost less
subsequent depreciation and impairment losses.
Depreciation is recognised on a straight-line basis to write down the cost less estimated
residual value of property, plant and equipment. The following useful lives are applied:
•Computer and software: 2-5 years
•Furniture and fittings: 3-12 years
•Plant and equipment: 3-12 years
•Motor vehicles: 5-8 years.
Material residual value estimates and estimates of useful life are updated as required, but at
least annually.
Gains or losses arising on the disposal of plant and equipment are determined as the difference
between the disposal proceeds and the carrying amount of the assets and are recognised in
profit or loss within other income or other expenses.
Costs incurred for software currently under development for use in the global retail network
have been classified as work in progress and will be brought into use once complete.
3.17. Operating leases
Where the Group is a lessee, payments on operating lease agreements are recognised as an
expense on a straight-line basis over the lease term. Associated costs, such as maintenance
and insurance, are expensed as incurred. Lease incentives received are recognised in the
profit or loss over the lease term as an integral part of the total lease expense.
3.18. Equity, reserves and dividend payments
Share capital represents the fair value of shares on issue that have been issued. Any
transaction costs associated with the issuing of shares are deducted from share capital, net of
any related income tax benefits.
Other components of equity include the following:
•Foreign currency translation reserve – comprises foreign currency translation differences
arising on the translation of consolidated financial statements of the Group's foreign entities
into NZD (see Note 3.6),
•Accumulated losses include all current and prior period results,
•Non-controlling interests.
Dividend distributions payable to equity shareholders are included in other liabilities when the
dividends have been approved in a general meeting prior to the reporting date.
All transactions with owners of the parent are recorded separately within equity.
28

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
3.19. Non-current assets held for sale and disposal groups
Non-current assets and disposal groups are classified as held for sale when:
•They are available for immediate sale,
•Management is committed to a plan to sell,
•It is unlikely that significant changes to the plan will be made or that the plan will be
withdrawn,
•An active programme to locate a buyer has been initiated,
•The asset or disposal group is being marketed at a reasonable price in relation to its
fair value, and
•A sale is expected to complete within 12 months from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at the lower
of:
•Their carrying amount immediately prior to being classified as held for sale in
accordance with the group's accounting policy; and
•Fair value less costs of disposal.
Following their classification as held for sale, non-current assets (including those in a disposal
group) are not depreciated.
A discontinued operation is a component of the Group's business that represents a separate
major line of business or geographical area of operations or is a subsidiary acquired exclusively
with a view to resale, that has been disposed of, has been abandoned or that meets the criteria
to be classified as held for sale.
The results of operations disposed during the year are included in the consolidated statement
of profit or loss and other comprehensive income up to the date of disposal.
Discontinued operations are presented in the consolidated statement of profit or loss and other
comprehensive income as a single line which comprises the post-tax profit or loss of the
discontinued operation along with the post-tax gain or loss recognised on the re-measurement
to fair value less costs to sell or on disposal of the assets or disposal groups constituting
discontinued operations.
3.20. Significant management judgement in applying accounting policies and
estimation uncertainty
When preparing the consolidated financial statements, management undertakes a number of
judgements, estimates and assumptions about the recognition and measurement of assets,
liabilities, income and expenses as follows:
Going concern
The considered view of the Board of Directors of the Company is that, after making enquiries,
we have a reasonable expectation that Cooks Global Foods Limited (the Company) and Group
have access to adequate resources to continue operations for the foreseeable future. For this
reason, the Board of Directors considers the adoption of the going concern assumption in
preparing the consolidated financial statements for the year ended 31 March 2018 to be
appropriate. (See Note 4).
China Business
Since the decision was made to restructure the China business of Beijing Esquires
Management Co Ltd (BEML), the Board of Directors have regularly assessed the Group’s
29

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
control over the entity. This in light of progression towards a formal agreement involving the
introduction of a new local partner to add significant new capital to Shanghai Yinshi Food and
Beverage Management Company Limited (Yinshi) and take a majority share in the company.
While non-binding Term Sheets have been signed and the restructure of the business
significantly advanced, a formal shareholder agreement is yet to be executed and all structural
formalities completed. The Board of Directors have reviewed all available factors relating to the
progression of the sale of BEML to consider whether the Group continues to have control over
the business using the criteria, as per NZ IFRS 10 Consolidated Financial Statements, of power
over the company; exposure, or rights, to variable returns from its involvement with the
company; and the ability to use its power to affect the amount of the Group’s returns. It is the
judgement of the Directors that the Group has lost control of BEML with effect from 1 October
2017 and that it is appropriate to treat the entity no longer as a subsidiary but as an associate
in which it has a minority stake and equity account for it from the effective date that control was
lost.
Key facts and circumstances affecting the judgement of the Directors included the appointment
by the Chinese investor of a new CEO to run the China operation; decision making about the
business activities and the direction of these activities; interim funding decisions including a
change in the responsibility of funding the working capital requirements of BEML to the new
Chinese investor.
When recognising the value of the Group’s investment in its former subsidiary at 1 October
2017, the Board of Directors have assessed its fair value in relation to the planned investment
of 46.7 million Yuan by the new Chinese partner into the business and the Group’s
proportionate share in the deemed total value of the business relating to this significant capital
injection.
The Board of Directors believe that formal documents relating to the transaction will fully
complete in due course and that the full 46.7 million Yuan will be invested by the new China
partner as agreed in the Term Sheets executed to date.
In the period from 1 October 2017 to 31 March 2018, during a transition period, the Group
agreed to contribute 50% towards the working capital requirements of the business as well as
taking responsibility for certain liabilities at 30 September 2017 on BEML’s Balance Sheet.
Given the Group’s intention that no further cash would be injected into the China business, it
was agreed that the Group’s share in the business would proportionately decline from 30% (as
originally agreed), by the value of the remaining commitments of the Group to its former
Chinese subsidiary of 6 million Yuan. This resulted in a final minority share in the new China
business for the Group of 21% as at 31 March 2018.
Based on all facts available to it the Board considers it highly likely that the transaction will
complete as envisaged, noting that final agreements are yet to be completed. The Board has
considered impairment indicators at 31 March 2018 and take the position that based on a
review of all relevant factors, no impairment in the carrying value of its investment in the
associate is warranted at this time. Relevant factors have included that the China business has
undergone major restructuring and monthly losses have significantly decreased; new and
existing stores are being reopened or refurbished under the new branding; a Board
representative has attended board meetings for Yinshi; and the Group continues to have
access to financial reporting and operational store results for the business.
Management assessed the recoverable amount of the Group’s investment in the associate
using fair value less costs to sell. Fair value less costs to sell was determined based on the
30

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
terms of the transaction entered into with the Chinese partner and the value at which they
assessed their proposed investment.
Also see Notes 13.2 and 14.2
Impairment testing of intangible assets
In assessing impairment, management estimates the recoverable amount of each asset or
cash-generating unit based on various valuation models as deemed appropriate. Estimation
uncertainty relates to assumptions and judgements used as disclosed in Note 15.
Carrying value of receivables
The Group performs ongoing reviews of the bad debt risk within its receivables and makes
provisions to reflect its views of the financial condition of its customers and their ability to pay
in full for amounts owing for goods provided. This determination requires significant judgement.
In making this judgement, the Group evaluates amongst other factors whether there is objective
evidence of significant financial difficulty of the customer or other party, whether there has been
breach of contract such as default in payment terms, whether it has become probable that the
customer or other party will enter into bankruptcy or other financial reorganisation, the
disappearance of an active market for that customer because of financial difficulties, and
national or local economic conditions that could impact on the customer (see Notes 11 and
27.2).
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the
probability of the Group’s future taxable income against which the deferred tax assets can be
utilised. In addition, significant judgement is required in assessing the impact of any legal or
economic limits or uncertainties in various tax jurisdictions (See Note 9).
4.Going Concern
The Group reported a loss of $3,862,000 (2017: $12,179,000) and operating cash outflows of
$1,424,000 (2017: $5,174,000) for the year ended 31 March 2018. As at 31 March 2018 the
Group has reported net assets of $183,000 and current liabilities exceed current assets by an
amount of $4,277,000. Included in the reported loss this year, are losses relating to
discontinued operations of $2,243,000 pertaining to the disposal of the business of Progressive
Processors Limited and the restructuring of the China business which is treated as an associate
company and equity accounted with effect from 1 October 2017.
The ability of the Group to pay its debts as they fall due and to realise their assets and
extinguish their liabilities in the normal course of business at the amounts stated in the
consolidated financial statements has been considered by the Directors in the adoption of the
going concern assumption during the preparation of these financial statements.
The Directors forecast that the Group can manage its cash flow requirements at levels
appropriate to meet its cash commitments for the foreseeable future being a period of 12
months from the date of authorisation of these consolidated financial statements. In reaching
this conclusion, the Directors have considered the achievability of the plans and assumptions
underlying those forecasts. The key assumptions include the:
•Group’s ability to successfully conclude major discussions relating to capital and debt
raising for which formal contractual terms have not yet been entered for $5.2 million in
total. Of this amount, $4.3 million relates to the current underwrite by Cooks Investment
Holdings Limited in accordance with the terms of the underwrite agreement.
31

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
•Group’s ability to maintain the repayment schedules of remaining debt in accordance
with the repayment agreements and comfort provided by related parties of Keith
Jackson owed $1,725,000 that they do not intend to/will not call up repayment of that
debt; and
•Ability to generate operating cash flows from continuing operations at the same level
as the 2018 financial year, the outcome of projects targeting the sale of territory master
franchises generating cash inflow of $725,000 and the sale of further regional franchise
sales in the United Kingdom operations.
The Directors acknowledge that there are material uncertainties within the forecast
assumptions noted above. These uncertainties relate predominantly to the success and timing
of existing discussions relating to the debt and capital raise of $5.2 million, the ability of Cooks
Investment Holdings Limited to honour the terms of its underwrite should these discussions not
be successful, and market conditions which the Group operates in. Nevertheless, after
considering the uncertainties described above the Directors have reasonable expectation that
the Group has sufficient headroom in its cash resources to allow the Group to continue to
operate for the foreseeable future or alternatively it can manage its working capital
requirements to create additional required headroom. In addition, a significant portion of the
total sum to be raised relates to investment in new markets which, if the appropriate funds
required weren’t raised in the timeframes envisaged, would also result in forecast investment
expenditure in these markets being deferred.
Any significant departure from the above assumptions may cast significant doubt over the
ability to continue as a going concern for the foreseeable future.
Whilst the Directors acknowledge that there are credit, exchange and liquidity risks in the global
economic market in which the Group operates, they are confident that additional capital or
funding will be sourced by the Group which has a track record of obtaining financial support
from cornerstone investors and related parties and, where necessary, negotiating the
deferment of debt repayments. The Directors are also confident that operating cash flows will
continue to improve as a result of the restructuring activities that have been undertaken and
reduce the extent of cash outflow and improve revenue growth.
The Directors continue to consider other opportunities to further improve the Group’s cash
position which include discussing collaborations with partners overseas, negotiations with
potential strategic equity partners, investigating new facility lines and greater focus on
improving existing business activities.
After taking into account all available information, the Directors have concluded that there are
reasonable grounds to believe that the forecasts and plans are achievable, the Group will be
able to pay its debts as and when they become due and payable, and the basis of preparation
of the financial report on a going concern basis is appropriate.
Should the Group be unable to continue as a going concern it may be required to realise its
assets and discharge its liabilities other than in the normal course of business and at amounts
different to those stated in the consolidated financial statements. The consolidated financial
statements do not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount of liabilities that might result should the Group be unable
to continue as a going concern and meets its debts as and when they fall due.
32

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
5.Revenue
The Group’s revenue is analysed as follows for each major category:
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2018201720182017
Note$'000$'000$'000$'000
Sale of Beverage product1,9891,9461,6574,566
Sale of Kiwifruit and Asparagus produce--46441
Sale of goods
1,989
1,946
1,703
5,007
Royalties2,3282,08071155
Fees and other revenue2,4111,3141830
Rendering of services
4,739
3,394
89
185
Group revenue
13
6,728
5,340
1,792
5,192
6.Employee costs
Expenses recognised for employee costs are analysed below:
Continuing Operations Discontinued Operations
31-Mar31-Mar31-Mar31-Mar
2018201720182017
Note$'000$'000$'000$'000
Wages, salaries2,6852,5391,0872,607
Other staff costs333357136
133,0182,8961,0882,643
7.Other expenses
Expenses recognised as other costs are analysed below:
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2018201720182017
Note$'000$'000$'000$'000
Administration and other costs 1,0349843212,007
Directors fees (Note 23)8280--
Selling and distribution costs301400381,874
Management fees180252(9)90
Marketing costs652472237
Professional and consulting services8285842676
Travel costs42834114112
133,5053,1133924,196
33

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
8.Finance costs
Finance costs for the reporting periods consist of the following:
Continuing Operations Discontinued Operations
31-Mar31-Mar31-Mar31-Mar
2018201720182017
Note$'000$'000$'000$'000
Finance charges5140112
Interest on bank and other borrowings3985247-
13449564812
Finance costs relate to liabilities at amortised cost. There were no fixed interest rate contracts
outstanding at reporting date (2017: nil).
9.Income Tax and Deferred Tax
The major components of tax expense and the reconciliation of the expected tax expense
based on the domestic effective tax rate of Cooks Global Foods Limited at 28% and the
reported tax expense in profit or loss are as follows:
31-Mar31-Mar
20182017
$'000$'000
Loss before tax from continuing operations(1,619)(3,536)
Loss before tax from discontinuing operations(2,242)(8,623)
(3,861)(12,159)
Domestic tax rate for Cooks Global Foods Limited28%28%
Expected tax expense(1,081)(3,405)
Adjustment for tax-rate differences in foreign
jurisdictions6275
Adjustment for non-deductible expenses:
Relating to amortisation of intangible assets3130
Other non-deductible expenses148112
Actual tax expense (income)(840)(3,188)
Tax expense comprises:
Current tax expense (income)(840)(3,188)
Deferred tax expense (income):
- Origination and reversal of temporary differences(117)(205)
- Tax Losses not recognised9563,373
- Utilisation of unused Tax Losses--
Income tax expense(1)(20)
Income tax expense is attributable to:
Loss from continuing operations-(16)
Loss from discontinued operations(1)(4)
(1)(20)
34

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
The Group has computed tax losses within each jurisdiction since acquisition as follows:
31-Mar31-Mar
20182017
$'000$'000
New Zealand4,7383,998
United Kingdom5,4445,177
Ireland1,0681,141
Canada14576
Australia283294
11,67810,686
Available New Zealand imputation tax credits are $1,500 (2017: $nil).
At 31 March 2018, the Group has a deferred tax liability of $Nil (2017: $Nil). Deferred tax
liabilities relating to reacquired rights in the UK and Ireland amounting to $743,000 (2017:
$831,000) are offset by deferred tax losses. The majority of the deferred tax assets and
liabilities are not expected to crystallise within the next 12 months.
10.Cash and cash equivalents
Cash and cash equivalents consist of the following:
31-Mar31-Mar
20182017
$'000$'000
Cash at bank and in hand:
NZD2626
AUD718
EUR17630
GBP465108
USD40-
Cash and cash equivalents714182
Bank overdraft NZD (Current Liability)(1,180)(1,826)
Net Cash and cash equivalents(466)(1,644)
There are no restrictions on the cash and cash equivalents.
The Group has banking facilities of $1,180,000 (2017: $1,826,000). This is secured by way of
a General Security Agreement over the Group assets. For the year ended 31 March 2018,
there were no financial covenants with respect to the Group banking facilities. Details of the
two facilities are noted below.
The overdraft facility limit is $425,000 (2017: $425,000). Interest is payable at a variable rate
based on the ANZ Business Bank Indicator Rate (BBIR), interest rate payable at 31 March
2018 was 11.85% (2017: 11.85%).
35

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


The commercial flexi overdraft facility limit is $775,000 (2017: $1,450,000) The facility was due
for repayment on 31 March 2018 and has been renegotiated for repayment on 15 August 2018.
Interest is payable at a variable rate based on the ANZ Business Bank Indicator Rate (BBIR),
interest rate payable at 31 March 2018 was 9.83% (2017: 9.7%).

11. Trade and other receivables and other current assets
(a) Trade and other receivables consist of the following:
31-Mar31-Mar
20182017
$'000$'000
Trade and other receivables
Trade receivables1,6181,137
Less: provision for impairment of trade receivables(160)(181)
1,458956
Cooks Investment Holdings Limited receivable (Note 23)1,3021,623
Net trade and other receivables 2,7602,579

The net carrying value of trade receivables is considered a reasonable approximation of fair
value.
Trade and other receivables have been reviewed for indicators of impairment and the Group
has recognised a provision of $160,000 (2017: $181,000).

As at 31 March the ageing of trade receivables is as follows:
31-Mar31-Mar
20182017
$'000$'000
Current1,04296
31 to 60 days11598
61 to 90 days5260
> 90 days409883
Total1,6181,137


(b) Other current assets consist of the following:

Other current assets
Prepayments233279
Other short-term assets383239
Other current assets616518



12. Inventories

31-Mar31-Mar
20182017
$'000$'000
Raw materials and consumables3362
Finished goods121165
Total inventories154227

36

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



13. Assets and liabilities classified as held-for-sale and discontinued operation
The following investments were reclassified as held-for-sale, by the Directors, during the year
ended 31 March 2017, as the directors had engaged in selling the operating segments as they
are either no longer seen to be core to the business operations or being reorganised to better
capitalise the opportunity in the particular market.

13.1. Supply operation - Progressive Processors
The Directors approved the sale of Progressive Processors operations as it was no longer
deemed to be core business of the Group. On 14 April 2017, the management of Progressive
Processors acquired the operating assets and stock in return for a call option over 2.5 million
shares held in the Group. The Group may place these shares to investors at their discretion.

At 14 April 2017 and 31 March 2017, the operating result of this segment had been included in
discontinued operations and the fair value of the sale of the operations assets have been
included in held-for-sale assets at 31 March 2017.
14-Apr31-Mar
20172017
Note$'000$'000
Results of discontinued operation
Revenue
546447
Other income
45-
Cost of inventories sold
(11)(542)
Depreciation and amortisation
16,15.2-(149)
Inventory and other assets written off
-(250)
Impairment of property, plant and equipment
-(194)
Other expenses(11)(563)
Operating profit/(loss)69(1,251)
Finance costs
8--
Profit/(loss) before income tax69(1,251)
Income tax expense --
Profit/(loss) for the period from discontinued
operation
69(1,251)
Profit/(loss) attributable to:
- Shareholders of the parent
69(1,251)
- Non-controlling interests
--
Cash flows from/(used in) discontinued operation
Net cash from operating activities69(390)
Net cash used in investing activities-(28)
Net cash used in financing activities--
Net cash flows for the period69(418)

37

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


14-Apr31-Mar
20172017
Note$'000$'000
Details of the sale of Progressive
Processors operation
Consideration received or receivable:
Call option of shares issued
194-
Total disposal consideration
194-
Carrying amount of net assets sold
(125)-
Gain on sale of the operation69-



31-Mar31-Mar
20182017
Notes$'000$'000
Effect on the financial position of the Group
Property, plant and equipment 16-194
Assets classified as held-for-sale-194


13.2. China operation
Since late 2016, the Group has been working with a Chinese-based investment entity (CIE)
with the aim of restructuring its China business unit, Beijing Esquires Management Co Limited
(BEML), in order to accelerate the growth of the Group’s branded coffee business in Greater
China including Taiwan, Hong Kong and Macau, and reduce the demands on the Group’s
financial resources.

The restructured business will own the Master Franchise for the Esquires Coffee brand in
China, Hong Kong, Macau and Taiwan; take over the net assets and businesses of BEML, the
exclusive franchisee of Esquires Coffee for mainland China; and fund and drive the
development of branded coffee houses across the Greater China region. Refer to Note 14.2.

In exchange for BEML, the Group gains a 21% (2017: 30%) share in Shanghai Yinshi Food
and Beverage Management Company Limited (Yinshi). CIE will contribute to the new entity
additional capital of 46.7 million Yuan.
The transaction with CIE was ratified by the Board on 13 June 2017 and a formal term sheet
has been entered into by all parties, with shareholder approval for this transaction approved at
the 2017 annual general meeting held on 21 September 2017. The final documents associated
with the transaction have not yet been signed and the term sheets signed to date are non-
binding – refer to Note 3.20.

In the prior year, the operating result of this segment was included in discontinued operations
and the fair value of the assets and liabilities to be disposed upon sale of the operation included
in held-for-sale assets and liabilities.

At 31 March 2018, the restructure of the China business is substantially complete with some
structural changes and formal documents still outstanding relating to the new companies
established in China. While the Group still holds 100% of the shares in BEML, a review of
control with respect to that separate business unit under New Zealand International Financial
38

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


Reporting Standard 10 (IFRS 10: Consolidated Financial Statements), determined that loss of
control of the business effectively occurred on 1 October 2017.

As a result, the Group has treated the trading results for the China operation for the six months
to 30 September 2017 as discontinued operations in its Consolidated Statement of Profit or
Loss and Other Comprehensive Income. From 1 October 2017, it recognises its investment in
the new China entity as an Associate in which it holds a 21% share and equity accounts for
that investment going forward. The loss associated with the loss of control and derecognition
of the business and its restatement as an investment in an Associate has been recognised in
discontinued operations.

The Board of Directors considered the deemed total value of the business relating to the capital
injection by CIE in assessing the fair value of the Group’s minority holding in the new entity.

As part of the transitional arrangement with CIE, it was agreed that the Group would contribute
towards operational running costs until 31 March 2018. It was also agreed that the share of
these costs would not be provided by any further capital injection by the Group into the China
business, but by an appropriate adjustment to the final shareholding of the Group from 30% to
21% in the new China entity from that provisionally agreed in the prior year. The relevant cost
relating to this transitional period in the second half of the financial year has been recognised
in continuing operations as a share of net loss of associates accounted for using the equity
method.
The financial performance and cash flow information presented are for the six months ended
30 September 2017 and the year ended 31 March 2017.
30-Sep31-Mar
20172017
Note$'000$'000
Results of discontinued operation
Revenue
51,7464,745
Other income
270319
Cost of inventories sold
(804)(1,680)
Depreciation and amortisation
16,15.2-(425)
Impairment of goodwill
-(4,043)
Other expenses(2,429)(6,276)
Operating loss(1,217)(7,360)
Finance costs
8(8)(12)
Loss before income tax(1,225)(7,372)
Income tax expense 9(1)(4)
Loss on derecognition of subsidiary after income tax(1,086)-
Loss for the year from discontinued operation(2,312)(7,376)
Loss attributable to:
- Shareholders of the parent
(2,189)(7,032)
- Non-controlling interests
(123)(344)
Cash flows used in discontinued operation
Net cash from operating activities(618)(1,966)
Net cash used in investing activities-(406)
Net cash used in financing activities-700
Net cash flows for the year(618)(1,672)

39

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements







30-Sep31-Mar
20172017
Notes$'000$'000
Effect on the financial position of the Group
Inventories-702
Trade and other receivables-188
Other short-term assets-2,399
Cash and cash equivalents-185
Goodwill15.1-673
Intangible asset - reacquired rights-1,391
Trademarks and Intellectual Property-193
Property, plant and equipment -570
Assets classified as held-for-sale-6,301
Trade and other payables17-(1,487)
Current tax liabilities-(7)
Other liabilities-(195)
Liabilities classified as held-for-sale-(1,689)
Net assets classified as held-for-sale-4,612
30-Sep
2017
$'000
Details of the de-recognition of subsidiary
Consideration received or receivable:
Investment in associate3,366
Total disposal consideration3,366
Carrying amount of net assets de-recognised(4,036)
Loss on de-recognition of subsidiary before
income tax
(670)
Income tax expense -
Loss on de-recognition of subsidiary after income
tax
(670)
Other comprehensive income
Exchange differences on translation of
discontinued operations
(416)
Loss on de-recognition of subsidiary after
income tax
(1,086)
40

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



Carrying amounts of assets and liabilities as at 30 September 2017 (date of sale) were:

30-Sep
2017
$'000
Effect on the financial position of the Group
Inventories587
Trade and other receivables384
Other short-term assets3,024
Cash and cash equivalents192
Goodwill673
Intangible asset - reacquired rights1,391
Trademarks and Intellectual Property193
Property, plant and equipment 570
Fair value adjustment
Total assets7,014
Trade and other payables(2,641)
Current tax liabilities(53)
Other liabilities(284)
Non controlling interests
Total liabilities(2,978)
Net assets de-recognised4,036


13.3. Summary of discontinued operations
Progressive
Processors
China
OperationTotal
$'000$'000$'000
Assets classified as held for sale---
Liabilities classified as held for sale---
Net profit/(loss) from discontinued operations69(2,312)(2,243)
31 March 2018


Progressive
Processors
China
OperationTotal
$'000$'000$'000
Assets classified as held for sale1946,3016,495
Liabilities classified as held for sale-(1,689)(1,689)
Net loss from discontinued operations(1,251)(7,376)(8,627)
31 March 2017




41

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


14. Interests in other entities
14.1. Interests in subsidiaries, joint ventures and other holdings
20182017
Scarborough Fair Foods Pty LimitedAustralia100100Beverage Products
Esquires Coffee Canada LimitedCanada100100Food and beverage
Esquires Coffee International IncCanada100100IP Holding Company
CGF Franchise Development (Canada) LimitedCanada100-Master Franchisor
Beijing Esquires Management Co. LimitedChina100100Food and beverage
Hunan Esquires Food and Beverage Management Co LimitedChina-51Food and beverage
Shandong Esquires Management Co LimitedChina1010Food and beverage
Shanghai Niuxin Management Company LimitedChina100-Holding Company
Shanghai Yinshi Food and Beverage Management Company Limited
China100
-
Food and beverage
Bishops Café LimitedEngland100100Food and beverage
Esquires Coffee UK LimitedEngland100100Food and beverage
Esquires Franchising (UK) LimitedEngland100100Holding Company
Esquires HQ (UK) LimitedEngland100100Holding Company
Esquires Real Estate (UK) LimitedEngland100100Store Lease Holding
Cooks Coffee Café Limited Ireland100100Store Lease Holding
Cooks Coffee Houses Ireland LimitedIreland100100Store Lease Holding
Cooks Coffee Houses LimitedIreland100100Store Lease Holding
Cooks Coffee Ireland LimitedIreland100100Store Lease Holding
ECH Franchise Development (Europe) LimitedIreland100-Master Franchisor
ECH Franchise Development (Romania) LimitedIreland100-Holding Company
Esquires Coffee Houses Ireland LimitedIreland100100Food and beverage
CGF Employee Share Trust LimitedNZ100100Nominee Services
Cooks Supply Group LimitedNZ100100Holding Company
Crux Products LimitedNZ5050Export
Esquires Bahrain LimitedNZ100100Master Licence Agreement
Esquires Canada IP LimitedNZ100100IP Holding Company
Esquires China LimitedNZ100100Holding Company
Esquires Coffee China LimitedNZ100100IP Holding Company
Esquires Coffee India LimitedNZ100100Holding Company
Esquires Coffee Malaysia IP Holdings LimitedNZ100100IP Holding Company
Esquires Fiji Limited NZ100100Master Licence Agreement
Esquires Global IP Holdings LimitedNZ100100IP Holding Company
Esquires India Limited NZ100100Master Licence Agreement
Esquires Iraq IP Holdings Limited NZ100100IP Holding Company
Esquires Jordan LimitedNZ100100Master Licence Agreement
Esquires Kuwait LimitedNZ100100Master Licence Agreement
Esquires Malaysia LimitedNZ100100Master Licence Agreement
Esquires Middle East & Africa IP Holdings Limited NZ100100IP Holding Company
Esquires Northern Cyprus LimitedNZ100100IP Holding Company
Esquires Office LimitedNZ100100Office Lease Holding
Esquires Oman Limited NZ100100Master Licence Agreement
Esquires Pakistan LimitedNZ100100 Master Licence Agreement
Esquires Portugal LimitedNZ100100 Master Licence Agreement
Esquires Qatar LimitedNZ100100 Master Licence Agreement
Esquires Saudi Arabia Limited NZ100100 Master Licence Agreement
Esquires Turkey LimitedNZ100100 Master Licence Agreement
Esquires U.A.E. Limited NZ100100 Master Licence Agreement
Esquires UK 1 LimitedNZ100100 Master Licence Agreement
Franchise Development LimitedNZ100100 Master Franchisor
Franchise Holdings NZ LimitedNZ100100 Holding Company
LSD Global LimitedNZ100100 IP Holding Company
Cooks Supply No 2 LimitedNZ100100 Fresh Produce
Scarborough Fair LimitedNZ100100 Beverage Products
CGF Franchise Development (US) LimitedUSA100- Master Franchisor
Country
% Holding
Principal activity



42

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


14.2. Interests in associate
Set out below, the associate of the Group as at 31 March 2018 which, in the opinion of the
directors, is material to the Group. The entity below has share capital consisting solely of
ordinary shares, which are held directly by the Group. The country of incorporation or
registration is also it’s principle place of business. The proportion of ownership interest reflects
the voting rights currently held in the entity, however an assessment of control of the entity
has determined the Group has in substance a minority stake in the entity of 21% (refer Note
13.2). These will align once final company structural formalities are completed in China.

2018201720182017
%%$'000$'000
Shanghai Yinshi Food and
Beverage Management
Company Limited
China100.00%-%AssociateEquity method3,087
-
Place of
business/country
of incorporation
Name of entity
% of ownership
interest
Nature of
relationship
Measurement
method
Carrying amount

Shanghai Yinshi Food and Beverage Management Company Limited (Yinshi) was established
as the new entity to own 100% of the Group’s former subsidiary’s shares, Beijing Esquires
Management Limited (See Note 13.2). The new entity now controls the Master Franchise for
the Esquires Coffee brand in China, Hong Kong, Macau and Taiwan and will drive the
development of branded coffee houses across the Greater China region.
Cooks Global Foods Limited (Cooks) has significant influence over the associate based on
consideration of a number of factors including its seat on the board of Yinshi, its participation
in policy-making processes including involvement in decisions relating to dividends or other
distributions, and Cooks continuing to hold the legal rights to the brand in the Greater China
region. The Group has determined that while it may have protective rights it does not have
control over the investee, and consequently does not control the investee. The table below
provides summarised financial information for the associate that is material to the Group. The
information disclosed reflects the substance of the financial position of the associate and not
Cooks’ share of those amounts. They have been amended to reflect adjustments made by the
Group when using the equity method.

31-Mar
2018
Summarised statement of comprehensive income$'000
Revenue
1,225
Loss from continuing operations
(2,554)
Other comprehensive income
-
Total comprehensive income
(1,329)
Dividends received from associates
-
Shanghai Yinshi Food and Beverage Management
Company Limited




43

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


31-Mar
2018
Summarised balance sheet$'000
Total current assets
3,528
Non-current assets
2,781
Total current liabilities
(1,787)
Non-current liabilities
(1,815)
Net assets2,707
Reconciliation to carrying amounts
Opening net assets 1 October 2017
4,036
Loss for the period 1 October 2017 to 31 March 2018
(1,329)
Other comprehensive income
-
Closing net assets2,707
Investment in associate at cost
3,366
(279)
Carrying amount of investment in associate3,087
2,520
Shanghai Yinshi Food and Beverage Management
Company Limited
Aggregate amount of the groups share of net
loss
Included in the carrying amount of the investment is
goodwill arising at acquisition of:


As explained in Note 3.20, China Business, a capital injection of 46.7 million Yuan will be
provided by the new partners. It is not currently accounted for in the calculation of net assets
for the entity given that final formalities associated with the transaction have not yet completed
and the capital has not been contributed.

15. Intangible Assets
The Group acquired goodwill, trademarks and intellectual property through business
acquisitions.

15.1. Goodwill
The movements in the net carrying amount of goodwill are as follows:

31-Mar31-Mar
20182017
$'000$'000
Gross carrying amount
Balance 1 April -4,716
Impairment charge for the year-(4,043)
Transfer to assets classified as held-for-sale-(673)
Carrying amount at 31 March
--


As at 31 March 2017, the carrying value of our China business was assessed for impairment.
The value of the China business held for sale at that date was determined based on the terms
of the transaction entered into with a third-party Chinese-based investment entity and the value
at which they had assessed their proposed 70% holding. The fair value so determined, less
44

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


costs of disposal, was lower than the carrying value of the China business and as a result, we
recognised in the consolidated statement of profit or loss and other comprehensive income a
$4 million impairment loss against the asset classified as held for sale.

Goodwill is allocated as follows:

31-Mar31-Mar
20182017
$'000$'000
Carrying amount
Esquires China -673
Transfer to assets classified as held-for-sale-(673)
--


15.2. Other intangible assets

Trademarks
Global IP
Rights
Re-
acquired
RightsTotal
$'000$'000$'000$'000
Cost
Balance at 1 April 20164421,4813,2275,150
Transfer to assets held-for-sale(380)-(1,465)(1,845)
Balance at 31 March 2017621,4811,7623,305
Balance at 1 April 2017621,4811,7623,305
Additions24--24
Balance at 31 March 2018861,4811,7623,329
Accumulated amortisation
Balance at 1 April 2016(84)-(207)(291)
Amortisation charge for the year
(115)-(125)(240)
Transfer to assets held-for-sale187-74261
Balance at 31 March 2017(12)-(258)(270)
Balance at 1 April 2017(12)-(258)(270)
Amortisation charge for the year
(23)-(88)(111)
Balance at 31 March 2018(35)-(346)(381)
Carrying amounts
At 1 April 20163581,4813,0204,859
At 31 March 2017501,4811,5043,035
At 31 March 2018511,4811,4162,948

Management assessed the recoverable amounts of the Group’s Global IP Rights and
Reacquired Rights assets using fair value less costs to sell and ‘value in use’ calculations to
assess for any impairment.
For Esquires Global Intellectual Property Rights, data from comparable recent franchise chain
sales, converted to a per store average value, were used as a measure of recoverable value
for branded franchised outlets. Based on this work the recoverable amount for intellectual
45

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


property or trademarks was assessed by management to be above its existing carrying value
with no impairment required.
Reacquired Rights were tested for impairment using discounted cash flow projections based
on management approved forecasts for a maximum 10-year period matching the term of
existing franchise agreements. Key assumptions in the models were: annual growth in total
network sales of up to 25% (2017: 30%); exchange rates of 0.61 (2017:0.63) (NZD/EURO) and
0.54 (2017: 0.55) (NZD/GBP); and a discount rate of up to 20% (2017: 20%) per annum. Based
on this work the recoverable amount for reacquired rights was assessed by management to be
above its existing carrying value with no impairment required.
16. Property, plant and equipment
Furniture &
Fittings
Plant &
Equipment
Computers
& Software
Motor
Vehicles
Work in
progressTotal
$'000$'000$'000$'000$'000$'000
Cost
Balance at 1 April 20163821,14617451621,815
Additions177144413833
Transfer to Assets held-for-sale(252)(792)(5)(30)-(1,079)
Disposals
(59)(877)(10)(25)-(971)
Balance at 31 March 201772248203-75598
Balance at 1 April 201772248203-75598
Additions19617934-310
Disposals
--(3)-(75)(78)
Balance at 31 March 20182682652934-830
Accumulated depreciation
Balance at 1 April 2016(170)(71)(65)(33)-(339)
Depreciation(12)(455)(25)(4)(4)(500)
Disposals28-(51)11-(12)
Transfer to Assets held-for-sale118364126-509
Balance at 31 March 2017(36)(162)(140)-(4)(342)
Balance at 1 April 2017(36)(162)(140)-(4)(342)
Depreciation
(75)(11)(47)--(133)
Disposals
----44
Balance at 31 March 2018(111)(173)(187)--(471)
Carrying amounts
At 1 April 20162121,07510918621,476
At 31 March 2017368663-71256
At 31 March 2018157921064-359



46

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



Leased assets
Computers and software includes the following amounts where the Group is a lessee under a
finance lease (refer to note 18 for further details):



17. Trade and other payables
Trade and other payables recognised are all short-term and consist of the following:


The carrying values of trade payables are considered to be a reasonable approximation of fair
value.

18. Borrowings and other liabilities


(a) Finance loans represent advances from various lenders. Interest rates payable on the loans
vary from 9% to 13% (2017: 9% to 20%). Finance loans include a redeemable convertible
note of $250,000, that expires on 9 December 2019. Interest is payable quarterly at 9%
(2017: 9%). On maturity this note can be redeemed in cash or converted to ordinary shares.
(b) At 31 March 2018, related party loans represent the Nikau Trust. Interest on the loan varies
from 8.25% to 10% and is payable monthly. At 31 March 2017, related party loans represent
advances from the Group’s shareholders, Jiajiayue Holding Group (JJY) and YunNan
Metropolitan Construction Investment Group Co. Limited (YMCI). The loan s are interest
free and repayable or convertible within 12 months. See Note 23 and 30.
31-Mar31-Mar
20182017
$'000$'000
Leased equipment
Cost5045
Accumulated depreciation(40)(31)
Net carrying amount1014
31-Mar31-Mar
20182017
$'000$'000
Current
- Trade payables2,4361,448
- Other payables2,1682,384
4,6043,832
CurrentNon-CurrentCurrentNon-Current
2018201820172017
$'000$'000$'000$'000
Finance loans (a) 9823611,432250
Related party loans (b)1,725-2,488-
Hire Purchase815
Owing for business acquisitions--153-
CVA Creditors (UK) (c)22-182-
Contingent earn-out for acquisition of net assets
of Esquires Coffee Houses Ireland (d)
-1,588-1,249
2,7371,9494,2701,499
47

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


(c) Prior to the acquisition of Esquires Coffee (UK) Limited the business entered into company
voluntary arrangement (CVA). As a result, the business has an obligation to repay the
creditors that existed at the date it entered into CVA over a period of five years.
(d) The Contingent Earn out for the acquisition of net assets of Esquires Coffee Houses Ireland
(ECHI) is based upon the amount equal to 4 times the average EBITDA of the ECHI
business either for the three financial years prior to the earn-out payment date or the
financial year immediately prior to the earn-out payment date. The earn-out payment date
can be triggered by formal notification from the vendor any time up to October 2020.

Summary of cash and non-cash changes to borrowings and other liabilities, per the movements in
the Consolidated Statement of Cash Flows:

Financing
activities
Investing
activities
Operating
activities
Conversion
to Shares
Foreign
exchange
movement
Fair value
changes
$'000$'000$'000$'000$'000$'000$'000$'000
Short-term borrowings and
other liabilities
4,2701,063(137)(168)(2,388)(8)1052,737
Long-term borrowings and
other liabilities
1,499-----4501,949
Bank overdraft
1,826(675)291,180
Total movement7,595388(137)(139)(2,388)(8)5555,866
Movements on
Consolidated Statement of
Cash Flows
Proceeds from borrowings
1,650
Repayment of borrowings
(1,262)
388
Cash flows included in:Non-cash changes
31 Mar
2017
Net Debt
31 Mar
2018
Net Debt


31-Mar31-Mar
20182017
$'000$'000
Currency borrowings and contingent
consideration are denominated in:
NZD3,0764,185
GBP22335
EUR1,5881,249
4,6865,769


31-Mar31-Mar
20182017
$'000$'000
Interest rates payable
Related party loans10.00%11.25%
Financing loans9% to 13%9% to 20%
Hire purchase1% to 10%1% to 10%


48

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


Hire purchase borrowings are secured over the underlying assets financed, all other borrowings
are unsecured. The Group has no available undrawn facilities. At year end there were no
lending covenants in place.

All facilities expiring within one year are subject to a review by the lenders. Refer Note 4.

Fair value
The fair value of current borrowings approximates to the fair value and the impact of discounting
is not significant.
The fair value of the contingent consideration has been determined based upon future expected
earnings based upon Board of Directors approved forecasts and are within level 3 of the fair
value hierarchy. The inputs into this calculation and the movement in the fair values are shown
above. See Note 29 for fair value estimation.

19. Equity
19.1. Share Capital
The share capital of Cooks Global Foods Limited consists of issued ordinary shares, each
share representing one vote at the company’s shareholder meetings. All shares are equally
eligible to receive dividends and the repayment of capital.
Movements of share capital20182017
Number of Shares issued:No. of Shares No. of Shares
Ordinary shares opening balance416,595,863 412,666,151
Ordinary shares issued73,022,5833,929,712
Ordinary shares bought back on-market and cancelled(109,198)-
Total ordinary shares authorised at 31 March489,509,248 416,595,863
Movements of share capital20182017
Value of Shares issued:$'000$'000
Ordinary shares opening balance37,87536,372
Ordinary shares issued less share issue expenses4,650503
Ordinary shares bought back on-market and cancelled(8)-
Ordinary shares to be issued1701,000
Total ordinary shares authorised at 31 March42,68737,875

At 31 March 2018, $1,301,773 of the ordinary share capital is unpaid (2017: $1,622,622).
During the year ended 31 March 2016, the company issued 74,312,500 shares of which
35,156,250 shares were issued to Jiajiayue Investment Holding Co. Limited (JJY) and
35,156,250 shares were issued to Cooks Investment Holdings Limited (CIHL). Keith Jackson
has entered into an underwrite agreement with CIHL for any unsubscribed shares in this
investment vehicle. As at 31 March 2018 $1,301,773 (2017: $1,622,622) was owing to CGF
under the terms of this agreement.
During the year ended 31 March 2018, the company issued 73,022,583 (2017: 3,929,712)
shares and cancelled 109,198 (2017: nil) shares.
During the year the company purchased and cancelled 109,198 ordinary shares on-market in
order to reduce the company’s holders of small share parcels. The buy-back and cancellation
was approved by shareholders at last year’s annual shareholders meeting. The shares were
acquired at an average price of $0.0707 per share, with prices ranging from $0.060 to $0.076.
The total cost of $7,724 was deducted from share capital.
49

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


On 1 December 2017, HMFIC Investments Limited advanced $170,000 to the company and
will be converted to 2,189,525 ordinary shares on or before 30 June 2018. See Note 23.
19.2. Loss per share
The calculation of basic loss per share for the year ended 31 March 2018 was based on the
weighted average number of ordinary shares on issue. The calculation of diluted earnings per
share for the year ended 31 March 2018 was based on the weighted average number of
ordinary shares.
GroupGroup
20182017
$$
Weighted average ordinary shares issued470,790,428412,666,151
Weighted average potentially dilutive options issued --
Basic and diluted loss per share (New Zealand
Cents) from continuing and discontinued
operations:
(0.79)
(2.85)
Basic and diluted loss per share (New Zealand
Cents) from continuing operations:
(0.34)(0.85)


19.3. Share based payments
The Group has share based payment plans available for employees and contractors as part of
their short-term remuneration packages and for franchisees as part of an incentive program to
promote store sales growth. A transaction will be classified as a share based payment where
the Group receives services from employees or contractors, or royalty payments from
franchisees and pays for these in shares.
Entitlement for share based payments is determined at the end of the financial year on the
following basis:
• For employees or contractors: based on a three tier system of classification; a minimum
period of service and full time equivalence; and performance criteria.
• For franchisees: based on pre-determined minimum performance and operating levels;
and regional management discretion.
Board approval is required for all share based payments.
Employee and contractor share based payments initially take the form of a grant which vests
in one year’s time on condition they remain employed or contracted by the company on the
vesting date otherwise the grant lapses.
Franchisee share based payments are made within one year of the grant but not subject to any
further conditions.
The Share price of the grant is determined at the time based on either the share price of the
most recent significant capital raising or an approximation to the 200 day moving average share
price.
Any share based payments associated with company or asset acquisitions are excluded from
this policy and the terms and conditions of such will be determined by the relevant Sale and
Purchase Agreement which is approved by the Board.
50

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


Number of
shares$'000
Number of
shares$'000
Shares granted during the year--3,554,730455
Shares vested and issued during the year--(3,554,730)(455)
----
31-Mar-201831-Mar-2017


20. Leases
20.1. Operating leases as Head Lessee
The Group leases an office and production building in New Zealand under an operating lease.
In the United Kingdom and Ireland, the Group leases an office and is the head lessee on
operating leases relating to both owned and franchised stores.

At 31 March 2018, the operating leases with respect to China have not been included in
amounts disclosed below, having de-recognised the Group’s investment in the subsidiary, see
Note 13.2, however, the amounts at 31 March 2017 include the operating leases with respect
to China.

The future minimum lease payments are as follows:

Within 1 year1 to 5 yearsAfter 5 yearsTotal
$’000$’000$’000$’000
31 March 20182,9019,57411,61624,091
31 March 20173,72710,86410,53725,128
Minimum lease payments due

The nominal lease payments is considered a reasonable approximation of present value.

Lease expense for the Group (excluding payments made on leases that are sub leased to
franchisees and paid by the franchisees) during the period amounted to $295,000 (2017:
$294,000) representing the minimum lease payments.

The rental contracts have non-cancellable terms ranging from 2 months up to 17 years.

20.2. Operating leases with Sub Lessees
In the United Kingdom and Ireland, the Group holds the head lease over the rental properties
of many its franchisees. The franchisees hold a sub-lease, are guarantors to the agreement
and pay the monthly rental costs associated with the property.

The future minimum lease payments and income receivable relating exclusively to these sub
leases (and included in the numbers in the note above) are as follows:

51

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


Within 1 year1 to 5 yearsAfter 5 yearsTotal
$’000$’000$’000$’000
31 March 20182,6268,87010,56022,056
31 March 20173,54110,41510,53024,486
Within 1 year1 to 5 yearsAfter 5 yearsTotal
$’000$’000$’000$’000
31 March 20182,6268,87010,56022,056
31 March 20173,54110,41510,53024,486
Minimum lease payments due
Minimum lease income due

The nominal lease payments are considered a reasonable approximation of present value.

21. Auditor remuneration
The Auditor of the Group is BDO.
31-Mar31-Mar
20182017
$'000$'000
Audit of financial statements
- Statutory Audit111101
- Overseas network firms6364
- Other auditors (Moore Stephens & PwC)-18
Remuneration from audit of financial statements
174183



22. Reconciliation of cash flows from operating activities
31-Mar 31-Mar
2018 2017
Notes$'000 $'000
Loss after tax(3,862)(12,179)
Add non-cash items:
Deferred tax-(29)
Depreciation and amortisation495740
Impairment of goodwill-4,043
Share of losses of associate279-
Impairment of other assets -174
Provision for doubtful debt-75
Losses from discontinued operations609-
Add/(Less) movements in assets/liabilities:
Inventories73601
Trade and other receivables(251)545
Other short-term assets(93)2,782
Trade and other payables1,333(1,723)
Other liabilities(7)4,603
Assets classified as held-for-sale-(6,495)
Liabilities classified as held-for-sale-1,689
Net cash flow applied to operating activities(1,424)(5,174)

52

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements




23. Related party transactions
The Group’s related parties include the directors and senior management personnel of the
Group and any associated parties as described below.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and
no guarantees were given or received.
Keith Jackson is a director of Cooks Investment Holdings Limited, Dairyland Products Limited,
Jackson & Associates Limited and Tasman Capital Limited, Weihai Station Limited and a
trustee of Nikau Trust.
Andrew Kerslake is a director of ADG Investments Limited and HMFIC Investments Limited.
Mike Hutcheson is a director of Image Centre Limited and Lighthouse Ventures Holdings
Limited.
Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Station Limited.
Tony McVerry is a director of Esquires Coffee Houses Ireland Limited.
Craig Brown is the Group’s CFO and a director of most of the Group’s subsidiary companies.
Doug Williamson is a director of a number of the Group’s UK subsidiary companies.

Number of shares held by directors and senior management personnel or their associates:
31-Mar31-Mar
20182017
Jiajiayue Holding Group148,203,944
103,330,704
Yunnan Metropolitan Construction
Investment Group Co Ltd
100,719,64077,577,227
Cooks Investment Holdings Limited47,823,091
53,700,683
ADG Investments Limited42,199,758
42,199,758
Keith & Patricia Jackson & PM Picot37,173,719
37,173,719
Shu Xin Zhang & Jian Ming Zhou7,095,225
7,027,100
Peter James Kirton5,005,723
5,005,723
Neil Butler2,500,000
2,500,000
Tasman Capital Limited2,362,780
2,362,780
CGF Employee Share Trust562,486
2,000,000
Maretha McVerry573,687
1,240,093
Lighthouse Ventures Holdings Limited455,533
455,533
Mike Hutcheson367,671
367,671
Craig Bruce Brown & Annette Ruth Brown125,625
24,500


53

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



23.1. Transactions with related parties
The following transactions occurred with related parties during the year:

31-Mar31-Mar
20182017
$'000$'000
Purchases of goods and services
Purchase of management services373283
Property rental agreement with related party221221
Purchase of other services398299
Interest paid to related party8158
Other transactions
Subscriptions for new ordinary shares 5,5921,623
Funding loans advanced1,6252,506
Subscriptions for ordinary shares to be issued1701,000


The above values are exclusive of GST or VAT if any.

23.2. Balances outstanding with related parties
31-Mar31-Mar
20182017
$'000$'000
Oustanding balances arising from
purchases of goods and services
Entities controlled by key management personnel333356
Other related parties1,7681,464
Loans to related party (1)
Beginning of the year1,6233,133
Subscriptions for new ordinary shares (321)(1,510)
End of year1,3021,623
Loans from related party
Beginning of the year2,5641,667
Loans advanced1,737897
Subscriptions for new ordinary shares (2,576)-
Interest charged8158
Interest paid(81)(58)
End of year1,7252,564


The above values are inclusive of GST or VAT if any.

(1) Keith Jackson has entered into an underwrite agreement with CIHL for any unsubscribed
shares in this investment vehicle. As at 31 March 2018 $1,301,773 (2017: $1,622,622) was
owing to CGF under the terms of this agreement. Refer to Note 11.
54

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



23.3. Transactions with directors and senior management personnel
Key management of the Group are the executive members of Cooks Global Foods Limited’s
Board of Directors and senior management. Directors and senior management personnel
payments (exclusive of GST if any) made during the year includes the following expenses:

31-Mar31-Mar
20182017
$'000$'000
Directors fees
8280
Salaries, wages and contractor payments
1,2821,201
Share based payments-20
1,3641,301



24. Segment reporting
Management currently identifies the Groups product and service lines in various geographical
locations as its operating segments.
The Esquires franchising & retail segment, receives two main income streams: Retail Sales
from owned stores (UK and China) and Royalties from and Product Sales to Franchisees (UK,
Ireland, Middle East and China). The supply segment represents the supply of
tea/coffee/beverages and fresh produce.

Segment information for the reporting period is as follows:

31 March 2018Global UK Ireland SupplyCorporate Total
Global operational splits$'000$'000$'000$'000$'000$'000
Revenue
1,9372,964989838-6,728
Other income
-36--137
Cost of inventories sold
(205)(192)-(672)-(1,069)
Depreciation and amortisation
(35)(162)(35)(1)(11)(244)
Impairment of intangible assets
------
Other expenses(1,264)(2,452)(762)(464)(1,401)(6,343)
Operating (loss)/profit433194192(299)(1,411)(891)
Non-current assets
Intangible assets
69901498-1,4802,948
Property, plant and equipment
2728525319359
Continuing operations


55

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements









China SupplyTotal
Global operational splits$'000$'000$'000
30-Sep-201714-Apr-2017
Revenue1,746461,792
Other income27045315
Cost of inventories sold(804)(11)(815)
Other expenses(2,429)(11)(2,440)
Operating (loss)/profit(1,217)69(1,148)
Loss on sale of the subsidiary
after income tax
(1,086)-(1,086)
(2,303)69(2,234)
Non-current assets
Intangible assets2,137-2,137
Property, plant and equipment 570-570
Discontinued operations
31 March 2017Global UK Ireland SupplyCorporate Total
Global operational splits$'000$'000$'000$'000$'000$'000
Revenue2,4891,543668640-5,340
Other income-112--26138
Cost of inventories sold(511)(170)-(569)-(1,250)
Depreciation and amortisation(33)(86)(31)-(16)(166)
Impairment of intangible assets ------
Other expenses(1,718)(2,129)(673)(312)(2,202)(7,034)
Operating (loss)/profit
227(730)(36)(241)(2,192)(2,972)
Non-current assets
Intangible assets68957529-1,4813,035
Property, plant and equipment 9412214224256
Continuing operations
31 March 2017China SupplyTotal
Global operational splits$'000$'000$'000
Revenue4,7454475,192
Other income319-319
Cost of inventories sold(1,680)(542)(2,222)
Depreciation and amortisation(425)(149)(574)
Impairment of goodwill (4,043)-(4,043)
Other expenses(6,276)(1,007)(7,283)
Operating (loss)
(7,360)(1,251)(8,611)
Non-current assets
Intangible assets2,257-2,257
Property, plant and equipment 570194764
Discontinued operations
56

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



25. Contingencies
Contingent Liabilities
There are no contingent liabilities as at 31 March 2018 (2017: $nil).

26. Capital commitments

There were no capital commitments as at 31 March 2018 (2017: $nil).

27. Financial risk management
Due to the broad range of the Group’s activities, there is exposure to a variety of financial risks:

• Market risk (including currency risk and interest rate risk);
• Credit risk; and
• Liquidity risk

The Group’s risk management programme focuses on minimising the potential adverse effects
of these risks. The Group’s business is primarily denominated in foreign currencies. The Group
holds New Zealand dollars and other currencies to settle transactions in the normal course of
business.

27.1. Market risk

Foreign Currency Risk
The Group operates internationally and is exposed to foreign currency risk arising from various
currency exposures. The majority of the Group's product, manufacturing and logistics costs are
settled in NZD. Though the NZD remains the main currency for corporate funding and Group
reporting, it will continue to diminish as a proportion of total Group as product sales outstrip
growth in the New Zealand market. A significant amount of the Group’s transactions are carried
out other than in New Zealand Dollars. Exposures to currency exchange rates arise from the
Group’s overseas company holdings (Australia, Canada, China, Ireland and United Kingdom),
and foreign currency denominated income for New Zealand domiciled companies (royalties,
store openings, design and other franchise fees, product sales). These are primarily
denominated in Australian dollars (AUD), Canadian Dollars (CAD), Chinese Yuan (YUAN),
European currency (EURO), Pound Sterling (GBP) and US dollars (USD).

The below tables show the impact on pre-tax loss for the year, if the major currencies that the
Group transacts in weaken/strengthen by 10% to the NZD, with other variables held constant.
The impact would mainly result in foreign exchange gains or losses on the conversion of cash,
receivables and payables. The same movement on equity would be expected. 10% was chosen
as a reasonable sensitivity given the historically volatile markets for foreign exchange.

57

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


NZ$000s
Carrying
amount at
31 March
2018
NZD +10%
Profit/Equity
NZD -10%
Profit/Equity
Carrying
amount at
31 March
2017
NZD +10%
Profit/Equity
NZD -10%
Profit/Equity
AUD cash71(1)182(2)
AUD accounts receivable444(5)333(4)
AUD accounts payable(32)3(4)(29)3(3)
Total AUD8(10)8(9)
CAD cash1-----
CAD accounts receivable333(4)212(2)
CAD accounts payable(63)6(7)(53)5(6)
Total CAD9(11)7(8)
EURO cash17616(19)303(3)
EURO accounts receivable26524(29)656(7)
EURO accounts payable(95)9(11)(48)4(5)
Total EURO49(59)13(15)
GBP cash46542(52)10810(12)
GBP accounts receivable67661(75)32329(36)
GBP accounts payable(954)87(106)(784)71(87)
Total GBP190(233)110(135)
YUAN cash1936(7)18617(21)
YUAN accounts receivable30227(34)18917(21)
YUAN accounts payable1,847168(205)(1,522)(138)169
Total YUAN201(246)(104)127



Interest Rate Risk
The Group currently has an overdraft facility and had cash deposits in various currencies at
balance sheet date as follows:

Local currencyNZD EquivalentLocal currencyNZD Equivalent
$'000$'000$'000$'000
Cash bank and in hand:
NZD26262626
AUD771718
EUR1031762030
GBP23846561108
USD2940--
Cash and cash equivalents714182
Bank overdraft NZD (Current liability)(1,180)(1,180)(1,826)(1,826)
Short term financing(982)(982)(1,432)(1,432)
(1,448)(3,076)
31 March 201831 March 2017



58

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


The impact of a 1% increase / decrease in interest rates over a one-year period on the closing
net cash balance would result in an increase / decrease in consolidated pre-tax profit and equity
of $35,340 (2017: $33,260). 1% was chosen as a reasonable sensitivity given changeable
interest rate markets.

27.2. Credit Risk
Credit risk is managed on a Group basis. The Group generally trades with customers and
banking counterparties who are well established. Receivables balances are managed by and
reported regularly to senior management according to the Company’s credit management
policies and procedures. The amount outstanding at balance sheet date represents the
maximum exposure to credit risk.

During the year ended 31 March 2016 the company issued 35,156,250 shares to Cooks
Investment Holdings Limited (CIHL), a company controlled by Keith Jackson. Refer Notes 19
and 23. The sum of $1,301,773 is owing at 31 March 2018 (2017: $1,622,622). In the opinion
of the Directors there is minimal credit risk associated with the amount owing by CIHL.

Cash and cash equivalents of the Group are deposited with a number of trading banks in New
Zealand and overseas: $26,000 is deposited with a NZ trading bank (2017: $26,000), $465,000
(2017: $153,000) with a British trading bank and $176,000 (2017: $30,000) with an Irish trading
bank. The Group uses banks with credit ratings of AA – BB.

27.3. Liquidity Risk
The Group maintains regular forecasts of liquidity based on expected cash flows. The table
below analyses the Group’s financial liabilities into relevant groups based on the remaining
period at the reporting date to the end of the contractual date. The amounts disclosed are the
contractual undiscounted cash flows.
At 31 March 2018
Less than
1 year
Between
1 and
2 years
Between
2 and
5 years
Over
5
years
$'000$'000$'000$'000
Bank overdraft1,180---
Trade payables
2,436---
Other payables
2,168---
Short term finance loan
982361--
Related party loan
1,725---
Hire Purchase
8---
CVA Creditors (UK)
22---
Owing for acquisition Esquires
Coffee Ireland Limited
--1,588-
8,5213611,588-



59

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


At 31 March 2017
Less than
1 year
Between
1 and
2 years
Between
2 and
5 years
Over
5
years
$'000$'000$'000$'000
Bank overdraft1,826---
Trade payables
1,448---
Other payables
2,384---
Short term finance loan
1,432250--
Related party loan
2,488---
Hire Purchase
15---
CVA Creditors (UK)
182---
Owing for acquisition Esquires
Coffee Ireland Limited
--1,249-
9,7752501,249-


For further details in relation to the liquidity risk refer to Note 4.
27.4. Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue
as a going concern in order to provide returns to shareholders and benefits to other
stakeholders and to maintain an optimal capital structure. The Group currently monitors capital
on the basis of cash requirements and, in order to maintain or adjust the capital structure,
generally issues new shares to investors through share issues. The Group and the Company
have not been subject to any externally imposed capital requirements during the period. The
Group is currently in need of additional capital injections to be able to execute its strategy, for
further details of this refer to Note 4.

60

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


28. Financial instruments by category
Loans and
receivablesTotal
$’000$’000
Assets as per consolidated
statement of financial position
Trade and other receivables2,7602,760
Cash and cash equivalents714714
Total3,4743,474
Liabilities at
fair value
through
profit or loss
Other financial
liabilities at
amortised costTotal
$’000$’000$’000
Liabilities as per consolidated
statement of financial position
Trade payables
-2,4362,436
Other payables
-2,1682,168
Bank overdraft
-1,1801,180
Contingent consideration
1,588-1,588
Borrowings and other liabilities
-3,0983,098
Total1,5888,88210,470
Loans and
receivablesTotal
$’000$’000
Assets as per consolidated
statement of financial position
Trade and other receivables2,5792,579
Cash and cash equivalents182182
Total2,7612,761
Liabilities at
fair value
through
profit or loss
Other financial
liabilities at
amortised costTotal
$’000$’000$’000
Liabilities as per consolidated
statement of financial position
Trade payables-1,4481,448
Other payables-2,3842,384
Bank overdraft-1,8261,826
Contingent consideration1,249-1,249
Borrowings and other liabilities-4,5204,520
Total1,24910,178 11,427
2018
2017


61

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements



29. Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs) (Level 3).
Level 1Level 2Level 3Total
31 March 2018$'000$'000$'000$'000
Assets per the statement of financial position- - - -
Liabilities per the statement of financial position
Owing for acquisition Esquires Coffee Ireland Limited
- - 1,588 1,588
- - 1,588 1,588
Level 1Level 2Level 3Total
31 March 2017$'000$'000$'000$'000
Assets per the statement of financial position- - - -
Liabilities per the statement of financial position
Owing for acquisition Esquires Coffee Ireland Limited
- - 1,249 1,249
- - 1,249 1,249


Fair value for the liability owing for the acquisition of Esquires Coffee Houses Ireland Limited
has been assessed using Level 3 valuation methods. The value of the Earn Out provision to
date was based on an estimation of the future financial performance of the Irish business
assuming the Earn Out provision extends to its maximum term. Key assumptions in determining
the likely Earn Out payment were: annual growth in total network sales of 20% (2017: 25%)
and exchange rate of 0.61 (2017:0.63) (NZD/EURO) and an annual inflation rate of 0%
(2017:1%).

31-Mar31-Mar
20182017
Movement in fair value estimation$'000$'000
Owing for acquisition Esquires Coffee Ireland Limited
Opening balance1,249995
Amount expensed during the current year253398
Fair value adjustment86
(144)
Closing balance1,588
1,249


30. Post-reporting date events
Nikau Trust, a vehicle associated with Keith Jackson, has advanced short term funds of $150k
to the company subsequent to Balance date on normal commercial terms.

62

COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements


Subsequent to the year end, the Group has confirmed a repayment plan to pay off the ANZ
Flexi loan facility of $775,000 (Refer Note 10).

There have been no other events subsequent to reporting date which have a material effect on
these consolidated financial statements.






63

COOKS GLOBAL FOODS LIMITED



STATUTORY INFORMATION AND CORPORATE GOVERNANCE
Directors Relevant Interests in Company Securities as at 31 March 2018
Substantial Security Holder Shares Held
ADG Investments Limited1
1
42,199,758
Graeme Keith Jackson, Patricia Frances Jackson
& Philip Mack Picot
37,173,719
Mike Hutcheson 367,671
Zhe Hui
2
745,106
Total Number of Shares Held: 80,486,254

1 Graeme Lee and Andrew Kerslake are directors and beneficial shareholders of ADG
Investments Limited.
2 Zhe Hui is the beneficial holder of 745,106 ordinary shares in the Company currently held
by Cooks Investment Holdings Limited.

Director Dealings in Company Securities
There have been the following transactions in respect of Cooks Global Foods Limited (CGF or
Company) securities by directors of the Company (Directors) in the 12 months ending 31 March
2018:
Director Dealings
Mr. Zhe Hui
• Mr. Hui is the beneficial holder of 745,106 ordinary
shares in the Company currently held by Cooks
Investment Holdings Limited.

Interests Register
CGF has D&O insurance which ensures that generally, Directors and officers will incur no
monetary loss as a result of actions undertaken by them. CGF has entered into an indemnity in
favour of its Directors for the purposes of Section 162 of the Companies Act 1993.

Use of Company Information
The Board received no notices from Directors wishing to use Company information received in
their capacity as Directors which would not have been ordinarily available.





64

COOKS GLOBAL FOODS LIMITED


Other Director Interests
Other directorship appointments during the financial year ended 31 March 2018 held by CGF
Directors:
Graeme Keith Jackson
Arana Holdings Limited Esquires Middle East & Africa IP Holdings Limited
CFG Employee Share Trust Limited Esquires Northern Cyprus Limited
Cooks Global Foods Limited Esquires NZ Franchise Holdings Limited
Cooks Investment Holdings Limited Esquires Office Limited
Cooks Supply Limited Esquires Oman Limited
Cotterill & Rouse Limited Esquires Pakistan Limited
Crux Products Limited Esquires Port Denarau Marina Limited
Dairy Farm Investments (Ruawhata) Limited Esquires Portugal Limited
Dairy Farm Investments Limited Esquires Qatar Limited
Esquires Asia Limited Esquires Romania Limited
Esquires Bahrain Limited Esquires Saudi Arabia Limited
Esquires Canada IP Limited Esquires Supply No 2 Limited
Esquires China Limited Esquires Turkey Limited
Esquires Coffee China Limited Esquires U.A.E. Limited
Esquires Coffee India Limited Esquires UK 1 Limited
Esquires Coffee Malaysia IP Holdings Limited Franchise Development Limited
Esquires Coffee Supply Limited Franchise Holdings NZ Limited
Esquires Egypt Limited Franchise Management NZ Limited
Esquires EP & Bahrain Limited Jackson & Associates Limited
Esquires Fiji Limited Last Tree Standing Limited
Esquires Global IP Holdings Limited LSD Global Limited
Esquires India Limited Nikau Trust
Esquires Indonesia Limited Resnik Corporation Limited
Esquires Iraq IP Holdings Limited Scarborough Fair Limited
Esquires Jordan Limited Science in Sport Asia Pacific Limited
Esquires Kuwait Limited Tasman Capital Limited
Esquires Malaysia Limited TRS Investments Limited
Weihai Station Limited

Michael George Rae Hutcheson
2 Life Limited Lighthouse Ventures Limited
Boston Digital Limited Lonely Cow Wines Holdings Limited
Cooks Global Foods Limited On Digital Limited
Eunoia Holdings Limited RayeBlumenthal Trust
Hotfoot Retail Services Limited Scarborough Fair Limited
Ice Capital Partners Limited Tangible MediaLimited
Image Centre Holdings Limited The Lighthouse Ideas Company Limited
Image Centre Publishing Limited Tradewinds Investment Trust
Lighthouse Ideas Limited







65

COOKS GLOBAL FOODS LIMITED



Andrew Malcolm Kerslake
Accident and Medical Centre Three Kings
Limited
Milten Properties Limited
ADG Investments Limited Norwood Ventures Limited
Cooks Global Foods Limited RMW Holdings Limited
HAGZ Holdings Limited Simple Properties Limited
HMFIC Investments Limited Simply Fresh (2007) Limited
Jaqan Limited The Car Fair Company Limited
Kestral Limited Wairoa Trust
Malcolm Lansley Investments Limited


Peihuan Wang
Cooks Global Foods Limited Shandong Jialianduo Industry Limited
Crux Products Limited Shandong Shangyue Department Store Limited
Jiajiayue Group Limited. (China) Shandong Shibale Supermarket Limited
Jiajiayue Holding Group Limited (CHINA) Spar China Group LTD.
Shandong Esquires Management Limited Weihai Jiajiayue Real Estate Development Limited
Shandong Jiajiayue Logistics Limited Weihai Station Limited
Shandong Jiajiayue Supermarket Limited


Zhe Hui

Cooks Global Foods Limited

Yunnan Hiageng Hotel Management Co., Ltd


Spread of Quoted Security Holders as at 5 June 2018:
RANGE
SHAREHOLDERS SHARES
NUMBER % NUMBER %
1-1,000 270 45.69 268,611 0.05
1,001-5,000 61 10.32 160,091 0.03
5,001-10,000 20 3.38 159,177 0.03
10,001-50,000 106 17.94 3,055,594 0.62
50,001-100,000 30 5.08 2,156,901 0.44
100,001 and over 104 17.60 483,708,874 98.83
TOTAL 591 100.01 489,509,248 100.00













66

COOKS GLOBAL FOODS LIMITED



20 Largest Holdings of Equity Securities
As at 5 June 2018:
Rank Investor Name Total Units
%
Issued
Capital
1
Jiajiayue Holding Group Limited 148,203,944 30.28
2
Yunnan Metropolitan Construction Investment Group CO LTD 100,719,640 20.58
3
Cooks Investment Holdings Limited 47,823,091 9.77
4
ADG Investments Limited 42,199,758 8.62
5
Graeme Keith Jackson & Patricia Frances Jackson & Phillip Mack
Picot 37,173,719 5.79
6
Suhua He 13,915,182 2.84
7
Shuxin Zhang 7,095,225 1.45
8
Graham Maxwell Drury & Gloria Kaye Drury & Srhb 2006 Trustee
Company Ltd 6,451,135 1.32
9
PKB Trustees Limited 6,397,876 1.31
10
Peter James Kirton 5,005,723 1.02
11
Jonathan Mervis 4,521,477 0.92
12
Emma Jane Waite 3,275,333 0.67
13
Real Action Group Limited 3,251,334 0.66
14
Ruby Cove Holdings Limited 3,225,568 0.66
15
Lewis Andrew Deeks & Wendy May Stanley & Pompallier Investment
Management Limited
2,960,000 0.60
16
Just Cabins Limited 2,533,723 0.52
17
Neil Robert Butler & Kim Maree Green & Oac Trustees Limited 2,500,000 0.51
18
Tasman Capital Limited 2,362,780 0.48
19
DSL Management Limited 2,040,000 0.42
20
Wilson Foods Limited 2,000,000 0.41

443,655,508 88.83


SUBSTANTIAL PRODUCT HOLDERS
The following information is provided in compliance with section 293 of the Financial Markets
Conduct Act 2013 and is stated as at 20 June 2018. The total number of voting financial products
of Cooks Global Foods Limited at that date was 489,509,248 and ordinary shares are the only such
product on issue.

Holder Name
Number Ordinary
Shares held
Disclosure date
Graeme Keith Jackson & Patricia
Frances Jackson & Phillip Mack
Picot

87,359,590

27 April 2018
Graeme Keith Jackson & Patricia
Frances Jackson & Phillip Mack
Picot

89,171,590

10 April 2018
Graeme Keith Jackson & Patricia
Frances Jackson & Phillip Mack
Picot

89,171,590

6 March 2018
67

COOKS GLOBAL FOODS LIMITED


Graeme Keith Jackson & Patricia
Frances Jackson & Phillip Mack
Picot

93,238,248

21 December 2017
Graeme Keith Jackson & Patricia
Frances Jackson & Phillip Mack
Picot

93,070,714

11 October 2017
Jiajiayue Holding Group Limited 148,203,944 11 July 2017
Jiajiayue Holding Group Limited 148,203,944 30 June 2017
Yunnan Metropolitan Construction
Investment Group Ltd

100,719,640

30 June 2017

EMPLOYEE REMUNERATION
During the accounting period, the following number of CGF’s employees/independent contractors
(not being a director) received remuneration and other benefits in that person’s capacity as
employee/independent contractor of CGF, the value of which exceeded $100,000 per annum:
Remuneration ranges
For CGF Group:
Number of
employees
2018
Number of
employees
2017
130,000 – 139,999 - 1
140,000 – 149,999 2 2
160,000 – 169,999 1 -
180,000 – 189,999 - 1
190,000 – 199,999 1 -
280,000 – 289,999 1 -

DIRECTOR REMUNERATION AND OTHER BENEFITS
During the accounting period, the Directors of the Company received the following remuneration:

Name
Directors’
Fees
Executive
Salary
Share based
payments
Andrew Malcolm Kerslake
40 ,000 - -
Mike Hutcheson
40 ,000 - -
Graeme Keith Jackson -
180,000 -
Zhe Hui
- - -
Peihuan Wang
- - -

Donations
No donations were made in the 12 month financial period ended 31 March 2018.


68

COOKS GLOBAL FOODS LIMITED


CORPORATE GOVERNANCE STATEMENT
ETHICAL STANDARDS
The Board Charter, Code of Ethics and Code of Conduct establish the standards of ethical
behaviour expected of Directors and staff. The Board expects Directors, management and staff
to personally subscribe to these values and use them as a guide to making decisions. The
Audit and Risk Committee has responsibility for monitoring compliance with internal processes,
including compliance with the Code of Ethics.
Directors are expected to ensure the potential for conflicts of interests is minimised by
restricting involvement in other businesses or in private capacities that could lead to a conflict.
In considering matters affecting the Company, Directors are required to disclose any actual or
potential conflicts. Where a conflict or potential conflict is disclosed, the Director takes no
further part in receipt of information or participation in discussions on that matter. The Board
maintains an interests’ register and it is reviewed at each board meeting.
Directors, officers, employees and contractors are restricted in their trading of Cooks Global
Foods securities and must comply with the Financial Products Trading Policy and Guidelines
which is available on the Website.
Should any member of staff have concerns regarding practices that may be in conflict with the
Code of Conduct they are able to raise the matter with the Chief Executive (CEO) or Chair, as
appropriate, on a confidential basis. Directors would raise any concerns regarding compliance
with the Code of Ethics with the Chair. The Chair of the Board and the Chair of the Audit and
Risk Committee note there have been no financial matters raised in this respect in the 2018
financial year.
ROLE OF THE BOARD
The Board of Directors of the Company is elected by the shareholders to supervise the
management of the Company. The Board establishes the Company's objectives, overall policy
framework within which the business of the Company is conducted and confirms strategies for
achieving these objectives. The Board also monitors performance and ensures that procedures
are in place to provide effective internal financial control.
The Board is responsible for guiding the corporate strategy and direction of the Company and
has overall responsibility for decision making. The Board has delegated responsibility for
implementing the Board’s strategy and for managing the operations of the Company to the
Chairman.
BOARD COMPOSITION AND PERFORMANCE
The Board currently comprises of five Directors including the Chairman & Chief Executive
Officer, Keith Jackson.
The Board met once during the year on a formal basis. One subcommittee, being the Audit and
Finance Committee, was held outside these meetings on a regular basis as required.
69

COOKS GLOBAL FOODS LIMITED


The Chairman’s role includes managing the Board; ensuring the Board is well informed and
effective; implementing the Company’s present strategy; and ensuring effective communication
with shareholders.
The Company does not have a formal Director training programme at present.
DIVERSITY
Cooks recognises the wide-ranging benefits that diversity brings to an organisation and its
workplaces. Cooks endeavours to ensure diversity at all levels of the organisation to ensure a
balance of skills and perspectives are available in the service of our shareholders and
customers. To this end, the Board is committed to fostering a culture that embraces diversity.
The Board also has the responsibility of monitoring and promoting the diversity of staff and
associated corporate culture, including requiring that recruitment and selection processes at all
levels are appropriately structured so that a diverse range of candidates are considered and to
avoid conscious and unconscious biases that might discriminate against certain candidates.
The gender balance of the Group’s Directors, officers and all employees was as follows:

As at 31 March 2018 As at 31 March 2017
Directors Officers Employees Directors Officers Employees
Female - - 15 - - 15
Male 5 1 15 5 1 15
Total 5 1 30 5 1 30
At 31 March 2018, the Group’s Directors, officers and all employees 15 nationalities are
represented.
REPORTING AND DISCLOSURE
The Board monitors:
• available cash in the Company to ensure there are sufficient funds available to satisfy
debts as they fall due; and
• the continued support of the Company’s principal creditors, to ensure their continued
support of the Company and continued intention to not call up amounts owing to them.

The Board is committed to keeping the market and its shareholders informed of all material
information relating to the Company through meeting the obligations imposed under the
Listing Rules and relevant legislation such as the Financial Markets Conduct Act 2013.

Cooks’ seeks to make disclosures in a timely and balanced way to ensure transparency in
the market and equality of information for investors. The Company also recognises the
benefits of providing other releases that broaden the market’s knowledge of the Company’s
business and financial performance and seeks, where appropriate, to use communications
70

COOKS GLOBAL FOODS LIMITED


that achieve this objective. The Website is a key channel for the distribution of Cooks’
information and is updated after documents are disclosed on the NZX.

The Chair of the Board and the CEO are responsible for the day to day management of
ensuring these obligations are met. The Board will review compliance with the continuous
disclosure obligations at every board meeting

Directors
Name Status Current/Resigned
Sub- committee
membership
Attendance*
Keith
Jackson
Chairman &
CEO Executive
Appointed 18/8/08 Audit & Finance 7
Andrew
Kerslake
Non-Executive Appointed 3/10/13 Audit & Finance 7
Mike
Hutchenson
Non-Executive
Independent
Appointed 3/10/13 Audit & Finance 6
Peihuan
Wang
Non-Executive
Independent
Appointed 29/4/16

- 1
Zei Hui Non-Executive
Independent
Appointed 29/4/16

- 1

RISK MANAGEMENT
The Board reviews practices in relation to identification and management of significant
business risk areas and regulatory compliance in the context of the Company’s prevailing
business strategy.
Under its constitution, the Company may obtain directors' and officers' liability insurance to
cover directors acting on behalf of the Company.
SHAREHOLDER RELATIONS
The Company aims to ensure that shareholders are informed of all major developments
affecting the Company affairs. Information is communicated to shareholders in the Annual
Report, Interim Report, and regular NZX announcements, including major share transactions,
acquisitions, store expansion and new franchises and any personnel changes of significance.
STAKEHOLDER INTERESTS
The Board is cognisant of stakeholder interests as they develop and considers policies to deal
with different stakeholders accordingly. The Company will maintain public information as
described in these policies to give stakeholders access to relevant information.
71

COOKS GLOBAL FOODS LIMITED


Directory
Company number: 2089337


Year of incorporation: 2008


Registered office: Level 5, 3 City Road
Auckland 1010


Nature of business: Food & beverage industry


Directors: Michael George Rae Hutcheson
Graeme Keith Jackson
Andrew Malcolm Kerslake
Zhe Hui
Peihuan Wang


Solicitors: Duncan Cotterill
Wellington


Bankers: ANZ Bank, Auckland


Auditors: BDO Auckland
Auckland


Share registry: Link Market Services Limited
Auckland










72