TIL Logistics Group Annual Report

ANNUAL
REPORT
2018
FOR THE YEAR ENDED
30 JUNE 2018

3TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 20182TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
IMPORTANT NOTICE
In December 2017, NZX-listed Bethunes Investments Limited completed its acquisition of the
transport and logistics business of Transport Investments Limited and changed its name to TIL
Logistics Group Limited and its NZX code to TLL. On completion of that acquisition, TIL Logistics
Group changed its balance date from 31 March to 30 June.
This report contains the full year results for the twelve month period ended 30 June 2018 for
TIL Logistics Group Limited. In accordance with applicable financial reporting standards, these
consolidated financial statements, although under the name of TIL Logistics Group Limited,
the Legal parent, represent a continuation of the carved out business operations of Transport
Investment Limited.
On behalf of the Board and management of TIL Logistics Group
Limited, we are pleased to present the Annual Report for the
year ended 30 June 2018.
Trevor D Janes


Alan Pearson
Chairman

Chief Exec
utive Officer
20 September 2018
ABOUT TIL LOGISTICS GROUP 4
FY18 KEY EVENTS 6
FY18 RESULT
S SNAPSHOT 7
CHAIRMAN’S REPORT 8
CEO’S REPORT 11
DIVISIONAL PERFORMANCE 14
KEEPING OUR DRIVERS SAFE ON THE RO
AD 20
RECRUITING TALENT 22
REDUCING OUR FOOTPRINT 24
TIL IN THE COMMUNITY 26
OUR BO
ARD 28
OUR SENIOR MANAGEMENT TEAM 30
FINANCIAL STATEMENTS 34
NOTES TO THE FINANCIAL STATEMENTS 38
INDEPENDENT AUDIT
ORS REPORT 74
NZX WAIVER 79
ADDITIONAL STATUTORY INFORMATION 80
CORPORATE GOVERNANCE 87
GLOSSARY
92
DIRECTORY BACK COVER

45TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018ABOUT TIL LOGISTICS GROUP
TIL LOGISTICS
GROUP: A LEADER
IN FREIGHT AND
LOGISTICS IN
NEW ZEALAND
TIL Logistics Group is one of New Zealand’s
largest domestic freight and logistics platforms,
with the ability to service all customer supply
chain requirements and a strategy for growth.
TIL’s trucks travelled 82 million kilometres in
FY18, transporting goods from the top of the
North Island to the bottom of the South Island
and everywhere in between.
TIL operates a nationwide network of branches,
depots and warehouses, with a dedicated team
of over 1,700 employees and contractors.
The company owns a fleet of around 2,300
trucks, trailers, forklifts and light vehicles. It also
operates one of the largest petroleum product
Dangerous Goods (DG) road tanker fleets in the
country.
With warehousing capacity of more than
185,000 square metres, TIL has the scale and
ability to service all customers’ transport and
logistics needs.
¢
“For Z this is more than
just a contract with a
supplier; we are building
a performance focussed
partnership where we both
economically benefit from
what we have committed
to around mutual
customer experience and
environmental outcomes.”
Mike Bennetts, Chief Executive
Z Energy Limited

67TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018FY18 KEY EVENTS AND RESULTS SNAPSHOTFY18 KEY EVENTS AND RESULTS SNAPSHOT
FY18 was a busy year with highlights being
the successful reverse listing transaction and
expansion of the Logistics division.
¡ Significantly expanded Warehousing and Logistics
offer - successful integration of acquired businesses
¡
Implemented a ne
w Warehouse Management
System throughout MOVE sites
¡
Negotiat
ed a number of major new customer
contracts (including renewal of partnership with
Z Energy post-year end)
¡
Continued t
o upgrade the Fleet with around 90
new vehicles, including trucks and trailers, entering
the operation
¡
Completed reverse listing on 6 December 2017,
changed name to TIL Logistics Group Limited (NZX:
TLL) and appointment of a new Board including
three independent Directors
¡
Alan Pearson c
ommenced as the new TIL Logistics
Group CEO from March 2018
¡
Year on y
ear uplift in results, mainly driven by
acquired businesses, however down on PFI due to
increased operating expenses and other business
and operational factors not included in PFI
FY18 RESULTS OVERVIEW
FY18 income and adjusted profit were
significantly ahead of the previous year.
Sales revenue of $325.6 million was a 38% increase
on the previous year, driven in part by newly acquired
businesses. The positive sales trend seen in the first
half of FY18 continued into the second half of the year.
Total income of $331.5 million was ahead of the FY18
statutory revenue forecast (PFI).
Operating expenses were higher than PFI forecast
due to:
¡
Rising fuel prices;
¡ Increased w
age costs as an acute shortage of
drivers has led to increased wage rates across the
industry;
¡
Increased pr
operty rent costs reflecting additional
warehouse capacity which will provide long term
benefits and revenues; and
¡
Higher fleet lease cos
ts with TIL now leasing more
trucks rather than purchasing them outright.
These higher than expected operating costs as well as
unexpected pressures within the construction industry,
where many of the major players are long term and
valued clients of TIL, and bad weather and storms
impacting on transport needs, meant that the result was
down on the expectations at the time of the reverse
listing.
Non-trading adjustments of $19.3 million were included
in the result, comprising costs associated with the
reverse listing process and share based payments
(as noted in the PFI) and the revaluation of deferred
consideration related to the acquisition of MOVE
Logistics.
Including non-trading costs, Earnings (EBITDA) was
$6.9 million. Excluding these non-trading costs, adjusted
EBITDA was up 49% on the prior period to $26.2 million.
TIL’s net loss after tax was $(12.2) million, with an
adjusted net profit after tax of $7.1 million, up 20% on
the prior year.
Directors are confident in the future strategy of the
company and the opportunities ahead and have
declared a 2.3 cents per share dividend for the six
month period from 1 January 2018 to 30 June 2018.
The new Dividend Reinvestment Plan (DRP), which was
released on 28 August 2018, was available for those
shareholders who wished to receive the Dividend in the
form of shares. ¢
FY18 KEY EVENTS
AND RESULTS
SNAPSHOT
TOTAL INCOME$331.5 million
EBITDA* $6.9 million
ADJUSTED EBITDA*$26.2 million
NLAT Attributable
to security holders
$(12.2) million
ADJUSTED NPAT* $7.1 million
DIVIDEND 2.3cps
*
Adjusted numbers exclude non-trading costs of $6.5m
associated with the reverse listing process and $11.6m in share
based payments (as noted in the PFI) and $1.2m relating to
revaluation of deferred consideration for acquisitions in the prior
period.
See the glossary for an explanation of FY18 EBITDA, adjusted
EBITDA and adjusted NPAT.
Non-GAAP information: A reconciliation of non-GAAP to GAAP
measures is included in the FY18 Financial Statements.

89TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018CHAIRMAN’S REPORTCHAIRMAN’S REPORT
CHAIRMAN’S
REPORT
TREVOR JANES, CHAIRMAN
In our first Annual Report as an NZX-listed
company, your Board is pleased to report
progress being made across the Group.
The outlook remains bright for this and future
years. We are in an industry that is essential
to New Zealand’s economy and is forecast
to continue to grow robustly, and we occupy
a position of growing strength within that
industry.
The foundations began to be laid a long time ago, to be
precise, in 1869 when JF Hooker first became involved
in the transport industry in Taranaki.
The acquisition of TNL, begun in 2002, greatly extended
the company, but TIL truly began to emerge from the
pack from 2013, when it established Pacific Fuel Haul
and bought Roadstar and then McAuleys. In 2017, we
added NZL Group and MOVE Logistics.
In that sense, we are a relatively young firm. The
company that listed last December has integrated seven
strong brands into one of New Zealand’s largest freight
and logistics groups.
From that position, we have a number of strong growth
opportunities.
The NZ Trucking Association estimates there are around
4,500 trucking businesses in New Zealand, of which
85% operate fewer than five trucks.
New, tighter and more demanding Health & Safety
regulations; the increasing use of digital technology;
rising fuel prices; wage pressures; and growing demand
from customers for an integrated freighting, logistics
and warehousing service, are combining to make life
increasingly challenging for those without significant
scale, depth of management expertise and access to
capital.
Further industry consolidation is inevitable, and in this
environment there are numerous opportunities for TIL
to gain market share and acquire businesses where they
add significant scale and/or expand the spectrum of
services we provide.
Our scale also allows us to continue to target organic
growth.
Operating under a Group structure we can offer
customers an integrated service that meets all their
needs, allowing us to drive increasing freight volumes
and improved utilisation of our assets.
And we have access to considerable efficiencies,
in particular through the use of existing and new
technologies to increase efficiency and safety.
Following the appointment of Alan Pearson as Group
CEO earlier this year, we have in place an experienced
senior management team led by divisional CEOs.
We have the ability to target further efficiencies,
in particular through the use of existing and new
technologies to increase productivity and safety.
Your Board is experienced and capable and has
executed a smooth transition to the disciplines required
of a listed company.
We were delighted to welcome 538 staff members as
shareholders shortly after listing as a result of a share
issue to employees who have been with us for five years
or more.
Since balance date we have announced a Dividend
Reinvestment Plan. This will allow those shareholders
who wish to do so to reinvest some or all of their
dividends in further shares to back TIL’s growth, while
also accommodating those who prefer to receive an
income from their investment.
In our November Listing Profile, your Board said our
intention was to target a dividend payout ratio in
the range of 50%-70% of annual net profit after tax.
Accordingly, we have announced a 2.3c per share
dividend for the second six months of the 2018 financial
year.
This has been a very busy and exciting year for the
Board, staff and managers as we integrated new
businesses and made the transition to listed company
status. We see significant potential for us to build on
the strength and market position of the company and
we are actively considering a number of acquisition
opportunities.
We have started the new financial year in good heart,
and I look forward to reporting positive developments
and results as the year progresses. ¢
Trevor D Janes
Chairman

1011TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018CEO’S REPORT
CEO’S REPORT
ALAN PEARSON
CEO TIL LOGISTICS GROUP
When we joined the NZX Main Board in
December last year, we stated that our plans
were to grow both organically and through
acquisition, gain market share and build our
position as one of New Zealand’s leading
transport and logistics companies.
I am pleased to report that we have made good
progress on our goals in the last year, integrating a
number of new businesses into the group, delivering
synergies and expanding our service offer.
Overall, Group performance was pleasing as acquired
businesses delivered synergy benefits and strengthened
the company’s ability to service all customer supply
chain requirements.
The FY18 results were significantly ahead of the
previous year, although down on the expectations at
the time of the reverse listing. This was due to factors
including unexpected pressures within the construction
industry, where many of the major players are long term
and valued clients of TIL, as well as bad weather and
“There is growing demand
for high quality, end to end
freight and logistics supply
chain solutions, and TIL has
the reputation, expertise and
capability to take advantage
of this.”
Alan Pearson, CEO TIL Logistics

1213TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018CEO’S REPORTCEO’S REPORT
storms impacting on transport needs and higher than
expected operating costs.
I would like to enlarge on a few of these before moving
on to wider works-in-progress that we will be focusing
on this year.
One major contributor to the higher-than-expected
operating expenses was fuel costs. In the 12 months to
June 2018, diesel prices rose by 26%.
TIL’s contracts with customers generally contain pass-
through provisions adjusting for fuel price rises or falls.
However, there is a time lag of up to three months
before these pass-throughs result in actual payment. We
do our best to factor these effects into our forecasting,
but picking future oil prices is an occupation for the
brave or foolhardy and there will always be variations.
Later in this report we discuss the shortage of truck
drivers, which has been growing for some years. This is
a challenge that is being addressed at the industry as
well as the company level.
It has resulted in wages rising at a rate significantly
higher than CPI inflation. But there is more to rising
driver incomes than just shortages.
In the past decade or two, driving trucks has become a
far more skilled occupation, involving a greater degree
of professionalism, Health & Safety consciousness, and
technological know-how than it has in the past.
As a strong, nationwide Group, TIL is better-placed than
many of our competitors to recruit and train tomorrow’s
driver workforce, and we have programmes in place or
in mind for future development.
During the last financial year we invested in new
warehousing capacity around the country to back the
new contracts we have won, and to ‘future-proof’ our
business.
These contracts have short-term set up costs, and also
result in higher leasing expenses. However, they will
provide strong cash flows and increased profitability
over the longer term, and they allow us to provide the
integrated and efficient supply chain solutions that
customers are increasingly demanding.
In comparison to some of our competitors, TIL has a
higher proportion of company-owned trucks to owner-
driver trucks. This simply makes more sense to us.
None of these are areas in which we can ever say, “job
done.” Each needs constant monitoring and review so
that we achieve continuous improvement. However,
we have set, or are in the process of setting, strategic
goals and we have very clear means and objectives for
reaching them.
We have a number of initiatives underway to deliver
improved trading performance, including the
commissioning of three new MOVE warehouses and
technology improvements which will drive efficiencies.
These initiatives will provide long term benefit and
deliver shareholder value. Businesses across the Group
are experiencing higher activity levels and major
customer contract wins have been achieved in FY19 to
date.
One of the most significant of these has been the
renewal of Pacific Fuel Haul’s partnership with Z Energy,
with the signing of a long term, exclusive, strategic
supply contract, with increased volumes and wider
distribution coverage. The renewed contract covers
the North and South Islands and includes cartage of
petroleum and aviation fuel for both of Z Energy’s
brands, Z and Caltex.
It was pleasing to retain and build on this important
customer relationship, based on a competitive process
where our past commitment, performance, value add
and ability to respond were taken into consideration.
There is growing demand for high quality, end to end
freight and logistics supply chain solutions, and TIL
has the reputation, expertise and capability to take
advantage of this. We look forward to providing a
further update on our work-in-progress to shareholders
at our Annual Meeting in New Plymouth in October. ¢
Alan Pearson
Chief Executive Officer
But we are moving to balance this further, leasing more
trucks rather than owning them outright. This results in
higher lease costs across the fleet, but we believe these
are more than outweighed by other costs saved, and by
increased flexibility.
As the Chairman notes in his Report, merging and
integrating seven businesses over the last few years has
been challenging and has kept us very busy.
We have put a lot of milestones behind us, but we are
still working to finalise some aspects of our business
under a Group policy structure.
TIL is a ‘house of brands’ in which our people work in a
range of different divisions, locations and business units.
What is important is that we have established a list
of values that all of our people honour and work
within. We value teamwork, professionalism, integrity,
accountability, results, safety, community citizenship
and our environment.
Safety performance is a key priority for us and we had a
successful year resulting in improvements in this area.
Our Divisions each have their own policies and goals.
Across the Group, safety indicators such as LTIFR (lost
time injury frequency rate) have improved.
Companies in the TIL Group have achieved the highest,
five-star rating for safety, as independently measured
by the New Zealand Transport Agency, and is in an
elite group of transport companies able to achieve this
milestone.
July saw the launch of the Climate Leaders Coalition, of
which TIL is a founding member.
This is not mere ‘greenwashing’. While we will always have
some impact, due to the nature of our business, we are
committed to lightening our footprint where we can. Our
commitment is discussed in more detail later in the Report.
At a Group level, we are examining which reporting
framework will best measure the environmental
progress and achievements of a company of our type.
Our first shareholder newsletter of July 2018 detailed
some of what we have achieved and was themed
around Technology and some of the initiatives we
have in progress. In newsletters over the next year
we will enlarge on Safety, People and Environment so
that shareholders are kept in the loop as Group-level
structures take shape.

1415TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018DIVISIONAL PERFORMANCE
DIVISIONAL
PERFORMANCE
Overall, Group performance
was pleasing as acquired
businesses delivered synergy
benefits and strengthened the
company’s ability to service
all customer supply chain
requirements.
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REVENUE
■
FREIGHTING ■ LOGISTICS ■ ASSET MANAGEMENT ■ OTHERS
ADJUSTED EBITDA
FY18 REVENUE
FY18 ADJ EBITDA

1617TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018FREIGHTINGFREIGHTING
FREIGHTING
REVENUE $220.8M
(68% OF GROUP REVENUE)
ADJUSTED EBITDA $7.2M
TIL Logistics is one of the largest freight
transport companies in New Zealand and has a
nationwide network with regional strength and
speciality services.
The Freighting division delivered a year on year uplift
in revenue and EBITDA. Bad weather and big storms
were problematic in the second half of the financial year,
closing transport routes and impacting on the transport
needs of large customers, particularly in the aquaculture
and viticulture sectors. In addition, rising wage and fuel
costs as well as higher fleet lease costs affected results.
Initiatives are in place to deliver trading improvements
in the businesses, with benefits expected to flow
through in FY19.
The Pacific Fuel Haul business performed above target
and continues to be a solid performer for the Group.
Since year end, the business has renewed its partnership
with Z Energy, with the signing of a long-term, exclusive
strategic supply agreement. This is a highly significant
event for the future of the TIL Group. We are pleased to
have Z Energy’s recognition of the high standards we
have achieved in the operations of the business.
KEY EVENTS
¡
Grew the client base and welcomed a number
of new clients
¡ Adverse climatic conditions caused problems
in 2H18
¡
Impact of rising wage and fuel c
osts as well as
higher fleet lease costs
¡
The company has initiated a number of cost
reduction, efficiency and waste minimisation
projects
¡ Inv
estigating opportunities to develop new services
within the Group. Focus on expansion of specialist
trucking operations
¡ Looking t
o increase the number of owner-operators
within the fleet
¡
Initiatives are in place to drive productivity
improvements, with benefits expected to flow
through in FY19

1819TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018LOGISTICS
LOGISTICS
REVENUE $97.3M
(30% OF GROUP REVENUE)
ADJUSTED EBITDA $7.0M
ASSET
MANAGEMENT
ADJUSTED EBITDA $11.4M
TIL Logistics’ expanded warehousing offer
provides tangible opportunities for increased
customer engagement and growth.
The Logistics division, which provides warehousing and
third party logistics primarily through MOVE Logistics,
delivered a pleasing first year performance.
Following the acquisition of MOVE Logistics in 2017,
a number of new customer contracts were acquired.
While these contracts will provide strong cashflows and
profitability over the long term, short term costs to set
up resourcing were incurred in FY18.
Technology is a big enabler for the business and a new
Warehouse Management System was implemented in
FY18. This will further enhance Logistics’ performance in
FY19 and future years.
KEY EVENTS
¡
Successfully integrated NZL Group and MOVE
Logistics into the Group
¡ Signed new customer contracts including freight
handling ventures between MOVE Logistics and the
Ports of Auckland and Lyttelton Port
¡
Short term c
osts associated with setting up
resourcing for new contracts
¡
Implementation of new Warehouse Management
System
¡ Acquired Seamount Enterprises’ fleet and
Glassworks Logistics’ logistics and supply services
businesses which have been integrated into MOVE
Logistics
¡
Three new warehouse openings planned for FY19,
taking total capacity to 195,000m
2
Comprises the majority of the Group’s trucks
and trailers. Revenue generated from leasing of
assets to TIL Logistics Group businesses.
KEY EVENTS
¡ Increased assets and earnings reflecting expanded
TIL Logistics Group portfolio of businesses
¡
MOVE’
s Southern Fleet Lease company added in
FY18

2021TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018KEEPING OUR DRIVERS SAFEKEEPING OUR DRIVERS SAFE
KEEPING OUR
DRIVERS SAFE
ON THE ROAD
Our drivers are on the road every day, all over
New Zealand. Making sure they are alert and
driving safely is one of our greatest priorities,
and technology is increasingly delivering us
tools to help us meet our commitment.
Across the Group, speed is limited to 90 kmh on the
open road, and our onboard monitoring technology
allows us to ensure that this is observed. Other
onboard systems record and report, in real time, hazard
indicators such as heavy braking and hard cornering.
In conjunction with onboards, cabs are mounted with
“seeing-eye cameras” which beam into the retina of a
driver’s eye, allowing us to pick up on signs of fatigue
such as frequent blinking. In the first instance, the
drivers themselves are alerted to stop and take a break
by seat vibration and audible alarms. “Call centres” or
control rooms are also monitoring data, alerting us to
incidents.
Making sure the length of driver trips don’t exceed
fatigue limits is also an important part of the mix. This
is built into TIL’s scheduling programmes and we are
increasingly taking on scheduling for our customers.
Scheduling itself is becoming increasingly efficient as
new digital technologies replace paper-based systems.
This year, Pacific Fuel Haul unveiled its bespoke
despatch and scheduling software, DG 1.0, which can
be easily customised for sister companies within the TIL
Group.
Every TIL branch runs Health & Safety meetings for
drivers and, sometimes, their family members, every
month. Each meeting addresses fatigue-related topics
such as sleeping habits or nutrition, and drivers are
encouraged to make suggestions and give feedback. ¢
Technology is playing an
important role in keeping our
drivers safe on the road and
improving efficiencies.

2223TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018RECRUITING TALENTRECRUITING TALENT
RECRUITING
TALENT AND
INVESTING IN
THE WORKFORCE
In New Zealand and major overseas economies,
a shortage of truck drivers has been developing
for some years, and the industry faces a looming
recruitment challenge.
The average age of the New Zealand truck driver is 53,
meaning the current shortage will begin to worsen as
these drivers retire. At the same time, road freight is
expected to increase by almost 60% over the next 30
years, and demand for drivers can be expected to grow
roughly in line with the industry.
While much has been made of the prospect of driverless
trucks, it will likely be many years before the necessary
technology is ready and appropriate infrastructure and
regulation have been put in place.
The industry is no longer “black T shirts, shorts and
jandals”; truck driving is now a skilled and well-paid
profession.
TIL is able to leverage its scale and reach to offer
remuneration at the top end of the market, safe working
conditions and clear procedures. We have in place or
are progressing a number of initiatives to ensure we are
able to fill our growing requirement for drivers.
¡
Our “On Demand” Auckland cadet programme
allows school leavers to gain experience working in
our warehouses and accompanying our drivers
¡ We fund our cadets and recruits to gain appropriate
driver licences (sometimes, at the basic Class 2
level)
¡ Later this year we will launch a new cadetships
programme for Taranaki school leavers, in
conjunction with the Western Central Districts Road
Carriers Group
¡
And we co-operate with the Ministry of Social
Development to hire graduates from the LSV
(Limited Service Volunteer) programme for
18 to 25-year olds
We have also been working with the Road Transport
Forum and the NZ Trucking Association to seek
ways to attract more women into careers as drivers.
International recruitment is also an option and
MOVE Logistics has secured Labour Hire Employer
Accreditation from the Department of Labour. We will
look to secure accreditation for our other businesses as
needs dictate. ¢
Elle is one of a growing
number of women being
attracted to the industry.

2425TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018REDUCING OUR FOOTPRINTREDUCING OUR FOOTPRINT
REDUCING OUR
FOOTPRINT
TIL Logistics is a founding signatory to the
Climate Leaders Coalition (CLC), comprising
60 leading New Zealand businesses which have
joined forces to tackle the issue of climate
change.
The CLC, announced in July this year, aims to help
New Zealand to transition to a low emissions economy,
helping to create a sustainable future for our country
and making it a great place to live and work.
We believe this makes good sense not only for New
Zealand, but for our business.
In joining the CLC we also announced a number of
specific commitments:
¡
Cornerstone partner with Z Energy for the use
of Bio Fuels across TIL’s 1,000 truck fleet in New
Zealand
¡
Engagement of in-cab technology, such as ERoad,
to monitor driver behaviour for fuel efficiency
¡ Use of Selective Catalytic Reduction (SCR)
technology to reduce emissions
¡ Investment in LED lighting across all TIL Logistics
Group’s warehouses. New facilities are designed to
maximise energy efficiency as much as possible
¡
Inv
esting in video conferencing to reduce flights
and travel
The majority of our frontline fleet is at Euro V of
the European standards framework that has been
progressively reducing the harmful elements of vehicle
exhaust. Our new orders will be at Euro VI.
Between Euro I in 1993 and the introduction of Euro VI,
diesel particulate emissions levels from vehicles have
fallen by 97%, and nitrous oxide levels by 95%.
A number of other initiatives are under investigation or
under way.
At MOVE Logistics, we are replacing gas and diesel
powered forklifts with electric models.
And in our warehouses we are installing much smarter
control systems to better manage our use of lighting.
We will continue to identify and invest in new initiatives
to further improve our fuel efficiency, cut our electricity
use and reduce waste. ¢

2627TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL IN THE COMMUNITYTIL IN THE COMMUNITY
TIL IN THE
COMMUNITY
Our home town of New Plymouth hosts two of the
highlights of the New Zealand cultural events calendar
– the Taranaki Arts Festival in August/September and
WOMAD (World of Music, Arts and Dance) in March.
Around 17,000 people attended WOMAD this year and
19,000 enjoyed the Arts Festival. Such numbers are a
stretch for New Plymouth’s relatively small venues and
present a considerable logistical challenge.
TIL’s sponsorships involve doing what we do best –
moving stuff. Each year we freight in and out a vast
array of festival hardware from tents, tables, and seating
to fencing, generators and electrical equipment – from
local stores and from around New Zealand.
Taranaki’s spectacular landscape also backgrounds the
ITU New Plymouth Triathlon World Cup in March.
This year, 174 athletes competed in the main 750 metre
swim, 20 kilometre bike and five kilometre run. We were
there too, providing logistical and freight support. ¢
Photo: Aimee Kelly
Photo: ScottieT Photography
Photo: ScottieT Photography
Photo: Charlotte Curd

2829TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018OUR BOARDOUR BOARD
OUR
BOARD
TREVOR JANES
INDEPENDENT CHAIR
Trevor Janes has significant
governance experience and is a
highly regarded director, holding
a number of board positions with
private and public companies.
He is also a member of the NZX
Markets Disciplinary Tribunal,
the NZ Post Network Access
Committee and chairs the Tokelau
International Investment Fund.
His career has been in investment
banking and financial analysis
and he is a Fellow of INFINZ
and of CAANZ, a Member of the
Chartered Financial Analysts
Institute, and a Chartered Fellow
of the Institute of Directors.
JAMES (JIM) RAMSAY
EXECUTIVE DIRECTOR
Jim has extensive experience
in the New Zealand transport
industry and has spent some
45 years in lead management
roles with Hookers, TNL/
Newmans Group and TIL. He has
been responsible for building
TIL from a local New Plymouth
trucking operation into a New
Zealand wide transport force.
He has played a significant part
in transport industry matters
and has been honoured with Life
Membership in his local Road
Transport Association. In 2013 Jim
was inducted into the NZ Road
Transport Hall of Fame. He is a
Fellow of the Chartered Institute
of Logistics and Transport.
GREG KERN
NON-EXECUTIVE DIRECTOR
CHAIR GOVERNANCE AND
REMUNERATION COMMITTEE
Greg is a finance and banking
executive with decades of
experience in the corporate
arena and working with large
companies on significant
commercial transactions. He is
managing director of Kern Group,
a corporate advisory firm based in
Queensland, Australia. In this role,
he has been involved with the
resolution of commercial disputes,
arranging large finance packages,
negotiating material commercial
contracts and as lead advisor on
IPO transactions. Prior this, Greg
worked for global accounting
firms, Ernst & Young and Coopers
& Lybrand. He is a chartered
accountant, a registered company
auditor and a member of the
Institute of Internal Auditors.
LORRAINE WITTEN
INDEPENDENT DIRECTOR,
CHAIR RISK ASSURANCE AND
AUDIT COMMITTEE
Lorraine Witten is a business-
person with extensive commercial
experience in high growth and
high change environments.
Her skills are in technology,
ICT, construction, services and
network economics, where she
has 30 years’ experience in senior
management and finance roles.
For the past 15 years Lorraine has
been an entrepreneur leading
high growth businesses. She is
currently a full time professional
director and a Chartered Fellow
of the Institute of Directors in NZ.
DANNY CHAN
INDEPENDENT DIRECTOR
Danny is an experienced New
Zealand director with extensive
accounting, finance and
investment management and
education experience. He holds
a number of private and public
directorships. He is a Director of
QEX Logistics, a member of the
NZ China Executive Advisory
Council and the NZ Markets
Disciplinary Tribunal, and was
a member of the Department
of Prime Minister and Cabinet -
China Project Advisory Group.
Danny is a Chartered Member of
the Institute of Directors in NZ. In
2017, Danny was the recipient of a
Victoria University of Wellington
Distinguished Alumni Award.

3031TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018OUR SENIOR MANAGEMENT TEAMOUR SENIOR MANAGEMENT TEAM
OUR SENIOR
MANAGEMENT
TEAM
ALAN PEARSON
CHIEF EXECUTIVE OFFICER
Alan commenced as CEO in
March 2018. He has over 35 years’
commercial experience in both
public and private companies,
including ten years as managing
director of Hall’s Group, a large
transport and logistics company.
He is a CA with CAANZ, a Fellow
of the Australian Society of CPAs
and a member of the NZ Institute
of Directors.
GREG WHITHAM
CHIEF FINANCIAL OFFICER
Greg joined TIL in 1984 and
became a part owner in the
business in 1989. He has been
CFO of TIL since 1996 and is
responsible for all TIL’s financial
and IT operations.
ALAN TERRIS
GENERAL MANAGER,
INTERNATIONAL & GROUP
MARKETING
Alan joined TIL in 1989 as a part
owner, after having held senior
roles within TNL/Newmans
group, including Managing
Director of TNL. Since 2010, he
has been the director responsible
for TIL Group’s international
companies. He is also responsible
for TIL Group marketing and
development.
JON KYLE
CEO TIL FREIGHTING
Jon joined TIL in 2010 and
become CEO of TIL Freighting
in 2014. He has over 20 years’
experience in the transport and
logistics industry, as well as
experience in the banking and
finance sector.
ANDY STANLEY
CEO PACIFIC FUEL HAUL
Andy joined TIL in 1994 and
become CEO of Pacific Fuel
Haul in 2013. He has over 40
years’ experience in the industry,
including senior roles within TIL
as CEO and General Manager of
the bulk fuels division and the
Hooker Pacific freighting division.

32TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018OUR SENIOR MANAGEMENT TEAM
RICHARD MATHER
CEO MOVE
Richard joined TIL in 2017 as part
of TIL’s acquisition of MOVE. He
has been GM/CEO of Move since
2015 and has continued in this
role with TIL. Prior to this, he
was CEO at Blackbay, a global
software company supplying to
the transport and logistics sector.
BRENT LEAK
GM NZL
Brent joined TIL in 2018 as CEO
of NZLG Group. Brent has over 30
years’ experience in the transport
and logistics industry, including
managing NZL from 1999 to
2005. He has extensive expertise,
particularly in the provision of
outsourced logistics services.
ANNUAL
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2018

3435TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018ANNUAL FINANCIAL STATEMENTS ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2018
NOTES
30 JUNE 2018
$000
30 JUNE 2017
$000
ASSETS
Current Assets
Cash and cash equivalents 12.12,8812,966
Inventories 279227
Trade and other receivables 12.246,57839,349
Tax receivable269-
Advances to associates 12.3603477
Total Current Assets 50,61043,019
Non-current Assets
Property, plant and equipment 13.174,61679,583
Intangible assets 13.224,61324,074
Investments in associates 17.21,8792,144
Total Non-Current Assets 101,108105,801
TOTAL ASSETS 151,718148,820
EQUITY
Share capital1428,107-
Invested capital 15-102,012
(Accumulated losses) / Retained earnings (1,295)-
Equity attributable to owners of the parent 26,812102,012
Non-controlling interest in equity17.21,157806
TOTAL EQUITY 27,969102,818
LIABILITIES
Current Liabilities
Trade and other payables 12.431,67029,746
Borrowings 12.53,43232
Employee entitlements 12.611,75111,031
Provision for other liabilities and charges13.42,192-
Tax payable -314
Total Current Liabilities 49,04541,123
Non-current Liabilities
Borrowings 12.570,447133
Deferred income tax liability 13.33,4713,376
Provisions for other liabilities and charges 13.47861,370
Total Non-current Liabilities74,7044,879
TOTAL LIABILITIES 123,74946,002
TOTAL EQUITY & LIABILITIES 151,718148,820
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS &
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
NOTES
30 JUNE 2018
$000
30 JUNE 2017
$000
Revenue 7325,552235,266
Gains on disposal of assets 1,9211,287
Dividends received 224
Rents received 3,0682,227
Other income 981452
Total Income 331,524239,256
Transport costs8(139,731)(112,989)
Employee costs8(114,902)(80,627)
Lease expenses8(31,805)(16,880)
Other operating expenses8(18,898)(11,133)
Share based payment expense 21(11,593)-
IPO / listing costs 8(6,545)-
Changes in contingent consideration4.b/8(1,191)-
Depreciation/amortisation expenses 13.1(12,417)(8,133)
Impairment of goodwill(159)-
Total Operating Expenses 8(337,241)(229,762)
Finance costs - interest on borrowing(3,431)(1,704)
Interest income on short term deposit102134
Operating (deficit) / surplus before income tax(9,046)7,924
Share of (loss) / profit of associates 17.2(127)50
(Loss) / Profit Before Income Tax (9,173)7,974
Income tax expense 9(2,490)(1,961)
(LOSS) / PROFIT FOR THE PERIOD FROM CONTINUING
OPERATIONS
(11,663)6,013
(Loss) / Profit attributable to:
Owners of the parent(12,191)5,941
Non-controlling interests17.252872
(11,663)6,013
Other comprehensive income
Comprehensive Income for the Period, Net of Tax --
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD,
NET OF TAX
(11,663)6,013
Earnings per share for (loss) / profit attributable to the
ordinary equity holders for the company
CENTSCENTS
Basic and diluted (loss) / earnings per share 11(.15).08
The above consolidated statement of profit or loss & other comprehensive income should be read in conjunction with the accompanying
notes.
Trevor Janes - Chairman
28 August 2018
Lorraine Witten - Director
28 August 2018

3637TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
ATTRIBUTABLE TO OWNERS OF THE
COMPANY
INVESTED CAPITALSHARE CAPITALRETAINED EARNINGS/(ACCUM. LOSSES)TOTAL NON-CONTROLLING INTERESTTOTAL EQUITY
$000$000$000$000$000$000
Balance as at 1 July 201635,390-22,01557,4051,30658,711
Comprehensive income
Profit for the period --5,9415,941726,013
Other comprehensive income ------
Total Comprehensive Income--5,9415,941726,013
Transaction with owners:
Changes in invested capital 66,622-(27,691)38,931-38,931
Dividends --(265)(265)(572)(837)
Balance as at 30 June 2017102,012--102,012806102,818
Balance as at 1 July 2017 102,012--102,012806102,818
Comprehensive income 1 July to 6 December
(Loss)/profit for the period4,668--4,668-4,668
Other comprehensive income------
Total comprehensive income 1 July to 6 December4,668--4,668-4,668
Transactions with owners in their capacity as
owners:
Equity transactions with Bowker 99127--12777204
Dividends provided or paid------
Total transactions with owners prior to reverse
listing
127--12777204
Reverse listing on 7 December 2017(106,807)5,473101,334---
Balance on reverse listing-5,473101,334106,807883107,690
Comprehensive income 7 December 2017 to 30
June 2018
(Loss)/profit for the period--(16,859)(16,859)528(16,331)
Other comprehensive income------
Total comprehensive income 7 December 2017 to
30 June 2018
--(16,859)(16,859)528(16,331)
Transactions with owners in their capacity as
owners:
Deemed consideration for the acquisition of TIL
Logistics Group Limited (formerly Bethunes)
-678-678-678
Equity-settled share-based payments-10,596-10,596-10,596
Issues of ordinary shares in a public offer-11,360-11,360-11,360
Distribution to owners as part of reverse listing--(85,770)(85,770)-(85,770)
Dividends provided for or paid----(254)(254)
Total transactions with owners on/after reverse
listing
-22,634(85,770)(63,136)(254)(63,390)
Balance as at 30 June 2018-28,107(1,295)26,8121,15727,969
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
NOTES
30 JUNE 2018
$000
30 JUNE 2017
$000
Cash flows from operating activities
Receipts from customers 323,035237,697
Interest received 102134
Dividends received 224
Payments to suppliers and employees (306,283)(218,628)
Interest paid (3,286)(1,704)
Income tax paid (3,218)(1,411)
Net cash generated from operating activities 16.110,35216,112
Cash flows used in investing activities
Purchase of business, net of cash acquired18(3,200)(37,403)
Purchase of property, plant and equipment(13,174)(15,837)
Proceeds from sale of property, plant and equipment14,3669,706
Purchase of intangible assets(1,107)(310)
Advances to associates 11191
Net cash used in investing activities (3,104)(43,653)
Cash flows from financing activities
Repayment of borrowings16.2(16,432)-
Proceeds from borrowings16.290,000(8,525)
Proceeds from share issue11,510-
Capital distribution to company shareholders(92,156)38,931
Dividends paid to shareholders/non-controlling interests(255)(837)
Net cash flow from financing activities(7,333)29,569
Net increase in cash and cash equivalents(85)2,028
Cash and cash equivalents at beginning of period 2,966938
Cash and cash equivalents at end of period12.12,8812,966
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3839TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Bethunes Investments Limited (subsequently renamed
TIL Logistics Group Limited) a non trading company
listed on the NZX Main Board had been actively
seeking an acquisition opportunity. On 6th December
2017 it completed an acquisition of the transport and
logistics business of Transport Investments Limited
(subsequently renamed Bowker Holdings 99 Limited)
and the shares in Global Logistics Limited. The
transaction was satisfied by an issue of 73,333,334 new
shares in Bethunes Investments Limited (Bethunes) and
the balance in cash. Concurrent with the acquisition,
and in order to part fund the cash component of the
purchase price, Bethunes Investments Ltd undertook
a private placement of new issued shares to selected
wholesale investors. On completion of the transaction
the existing Board of Directors was replaced with new
directors who were part of the Transport Investments
Limited company. The existing shares in Bethunes
Investments Limited, upon the transaction, were
consolidated on a 1:254 basis.
1.1. REPORTING ENTITY
The core operations of TIL Logistics Group Limited
(“TIL Logistics” or the “Company”) and its subsidiaries
(collectively “the Group”) are in the New Zealand
transport sector. These include general transport,
bulk liquids, heavy haulage, shipping, storage and
distribution, national and international household
removals and storage.
The Company is incorporated and domiciled in New
Zealand, registered under the Companies Act 1993 and
is a FMC Reporting Entity under the Financial Markets
Conduct Act 2013. The Company is listed on the NZX
main board.
The registered office of the Company is at 330 Devon
Street East, New Plymouth, New Zealand.
The consolidated financial statements of the Company
as at, and for the year ended, 30 June 2018, comprise
the Company and its subsidiaries (refer note 17.1), and
acquired assets from Transport Investments Limited,
together referred to as the “Group”.
These financial statements were authorised by the
Board of Directors on 28 August 2018.
1.2. BASIS OF PREPARATION
a. Carve-out and reverse listing
To facilitate a listing of the transport and logistics
business of Transport Investments Limited
(subsequently renamed Bowker Holdings 99 Limited),
“the Business”, together with the shares in a related
entity, Global Logistics Limited, were acquired by TIL
Logistics Group Limited (formerly Bethunes Investments
Limited), a listed non-trading company. The acquisition
was satisfied by TIL Logistics Group Limited issuing
shares and paying cash to the former owners of the
Business.
As a result of the transaction, the former owners of
the Business obtained control of TIL Logistics Group
Limited. Due to this, Management considered it
appropriate to account for the transaction as a ‘reverse
acquisition’. The ‘carved out’ Business of Transport
Investments Limited (including Global Logistics Limited)
was identified as the accounting acquirer, and TIL
Logistics Group Limited, the listed non-trading entity,
was identified as the accounting acquiree.
Consequently, these consolidated financial statements,
although under the name of TIL Logistics Group
Limited, the legal parent, represent a continuation
of the carved out business operations of Transport
Investments Limited. The carved out Business of
Transport Investments Limited, being the accounting
acquirer, is deemed to have issued shares to obtain
control of the acquiree, TIL Logistics Group Limited
(note 14). However, because TIL Logistics Group
Limited, the accounting acquiree, is not a business,
the transaction is not a business combination within
the scope of NZ IFRS 3. The difference between the
fair value of the shares deemed to have been issued to
obtain control of TIL Logistics Group Limited, and the
fair value of TIL Logistics Group Limited’s identifiable
net assets has been recognised as an equity-settled
share based payment for services received in the form
of a stock exchange listing (notes 14,21.1).
These financial statements reflect the results of
the carved out business operations of Transport
Investments Limited for the period from 1 July 2017 to
6 December 2017 and the results of the TIL Logistics
Group Limited group (which includes the transport and
logistics business of Transport Investments Limited
acquired) from 7 December 2017 to 30 June 2018.
The comparative statement of profit or loss & other
comprehensive income for the year ended 30 June 2017
and the comparative balance sheet as at 30 June 2017,
reflect the results and financial position of the carved
out Business of Transport Investments Limited. The
equity of the ‘carved out’ Business prior to the listing
transaction has been presented as ‘Invested capital’ as
the Business was not legally part of the TIL Logistics
Group prior to this date. Upon listing, invested capital
has been reallocated to share capital and other reserves,
being retained earnings only. The amount recognised
as share capital uses the share capital of the previous
Transport Investments Limited group as a proxy, with
the balance recognised within retained earnings.
The carved out financial information has been prepared
on a basis that reflects the business and assets of
Transport Investments Limited legally acquired by
TIL Logistics Group Limited on 6 December 2017.
Specifically, it excludes the results and financial position
of a subsidiary of Transport Investments Limited not
acquired as part of the transaction. It also excludes
debt of Transport Investments Limited that was not
part of the liabilities acquired, together with interest
thereon, such that the carved out results and financial
position of Transport Investments Limited reflect a
debt-free business. This is not reflective of the position
following the transaction, which involved TIL Logistics
Group Limited entering into a new banking facility (note
12.5) to fund the payment of cash consideration to the
former owners of the Business acquired, together with
transaction costs and the working capital requirements
of the Group.
A reconciliation between the carved out financial
information presented in these financial statements
and the previously reported financial information of
Transport Investments Limited, from which the carved
out information has been extracted, is included in note
4(c).
b. Further information on basis of preparation
These financial statements have been prepared on a
historical cost basis.
The preparation of financial statements in conformity
with NZ IFRS requires the use of certain critical
accounting estimates. It also requires Management
to exercise its judgement in the process of applying
the Group’s accounting policies. The areas where
assumptions and estimates are significant to the
consolidated financial statements are disclosed in
note 4.
The principal accounting policies adopted in the
preparation of the financial statements are selected and
applied in a manner which ensures that the resulting
financial information satisfies the concepts of relevance
and reliability, thereby ensuring that the substance of
the underlying transaction and other events is reported.
These policies have been consistently applied to all the
periods presented, unless otherwise stated.
c. Reporting exemptions
The legal parent of the Group is TIL Logistics Group
Limited (TLL) (previously named Bethunes Investments
Limited). After the reverse listing transaction the Group
changed the balance date of TLL from 31 March to 30
June. This aligned with the balance date of the business
of the accounting acquirer (Transport Investments
Limited).
Financial reporting legislation requires financial
statements to be prepared each year from the date
of the previously reported financial statements. In the
case of the Group this means financial statements were
required for the 15 month period from 1 April 2017 to
30 June 2018. This period reflects the date from when
TLL last prepared financial statements. Comparative
information would also be required for the 12 months
from 1 April 2016 to 31 March 2017.
These reporting obligations do not align with:
• the previously reported financial statements of
the transferred business of Transport Investments
Limited;
• PFI information included in the profile document.
To provide meaningful (relevant and comparable)
information to the Group’s shareholders and users
of the financial statements, the Group sought and
received an exemption from the FMA. The exemption
permitted the Group to prepare financial statements
for the 12 month period to 30 June 2018. Specifically,
the exemption, exempted the Group from section 461(1)
of the Financial Markets Conduct Act 2013 in respect
of the preparation of financial statements that comply
with generally accepted accounting practice to the
extent that generally accepted accounting practice
requires TIL Logistics Group to prepare group financial
statements for a 15-month accounting period ending on
the specified balance date.
Conditions associated with the exemption were that TIL
Logistics Group Limited:
• ensures that, within 4 months of its balance
date, group financial statements are completed
in relation to the group for the 12-month period
ended on the specified balance date;
• includes comparative information for the period
from 1 July 2016 to 30 June 2017 in the group
financial statements;
• ensures that the group financial statements
comply in all other respects with Part 7 of the Act
and generally accepted accounting practice; and
• clearly and prominently discloses this exemption
notice, its conditions, and its implications in the
group financial statements.
1.3. STATEMENT OF COMPLIANCE
The Group is a for-profit entity. Its financial statements
have been prepared in accordance with, and comply
with, New Zealand Generally Accepted Accounting
Practice (NZ GAAP). They comply with New Zealand
Equivalents to International Financial Reporting
Standards and other applicable Financial Reporting
Standards and Authoritive Notices, as appropriate for
for-profit entities. The Financial Statements comply with
International Financial Reporting Standards (IFRS).
The comparative financial statements of the TIL
business have been extracted from the financial
statements and accounting records of Transport
Investments Limited for the period ended 30 June
2017 (refer note 4) which comply with NZ IFRS. The
comparative information comprises historical income
and expenses, assets and liabilities and cash flows
attributable to the TIL business.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4041TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
2.1. CONSOLIDATION
a. Subsidiaries
Subsidiaries are all entities over which the Group has
control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its
involvement with the entity, and has the ability to affect
those returns through its power to direct the activities
of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They
are de-consolidated from the date that control ceases.
The Group uses the acquisition method of accounting
to account for business combinations. The consideration
transferred for the acquisition of a subsidiary at the
fair value of the assets transferred, the liabilities
incurred and the equity interest issued by the Group.
The consideration transferred includes the fair value
of any asset or liability resulting from a contingent
consideration arrangement.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination
are measured initially at their fair values at the
acquisition date. On an acquisition by acquisition basis,
the Group recognises any non-controlling interest in the
acquisition either at fair value or at the non-controlling
interests proportionate share of the acquiree’s net
assets. The excess of the consideration transferred, the
amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous
equity interest in the acquiree over the fair value of the
Group’s share of the identifiable net assets acquired is
recorded as goodwill.
Contingent consideration is classified either as equity
or a financial liability. Amounts classified as a financial
liability are subsequently re-measured to fair value with
changes in fair value recognised in profit or loss.
Inter-company transactions, balances and unrealised
gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of
the transferred asset. Accounting policies of subsidiaries
have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of
subsidiaries are shown separately in the consolidated
statement of profit or loss & other comprehensive
income, statement of changes in equity and balance
sheet respectively.
b. Associates
Associates are all entities over which the Group
has significant influence but not control, generally
accompanying a shareholding of 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. The Group’s
investment in associates includes goodwill identified on
acquisition, net of an accumulated impairment loss. The
Group’s share of its associates post-acquisition profits
or losses is recognised under ‘Share of (loss) / profit
of associates’ in the statement of profit or loss & other
comprehensive income, and its share of post-acquisition
movements in reserves is recognised in reserves. The
cumulative post-acquisition movements are adjusted
against the carrying amount of the investment. When
the Group’s share of losses in an associate equals or
exceeds its interest in the associate, including any other
unsecured receivables, the Group does not recognise
further losses, unless it has incurred obligations or made
payments on behalf of the associate.
Unrealised gains on transactions between the Group
and its associates are eliminated to the extent of the
Group’s interest in the associates. Unrealised losses
are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
Accounting policies of associates have been changed
where necessary to ensure consistency with the policies
adopted by the Group.
2.2. FOREIGN CURRENCY TRANSLATION
a. Functional and presentation currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency
of the primary economic environment in which the
entity operates (‘the functional currency’). The financial
statements are presented in New Zealand dollars
(rounded to thousands), which is the functional and the
presentation currency of all companies in the Group.
b. Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in
profit or loss.
2.3. STANDARDS ISSUED BUT NOT YET ADOPTED
A number of new standards, amendments to standards
and interpretations are effective for annual periods
beginning on or after 1 July 2018, and have not been
applied in preparing these consolidated financial
statements.
NZ IFRS 15 Revenue from Contracts with Customers -
The standard establishes a comprehensive framework
for determining whether, how much and when revenue
is recognised. It replaces existing revenue recognition
guidance, including NZ IAS 18 Revenue, NZ IAS 11
Construction Contracts and NZ IFRIC 13 Customer
Loyalty Programmes. NZ IFRS 15 is effective for
reporting periods beginning on or after 1 January
2018 with early adoption permitted. Management has
performed a preliminary assessment of the impact of
NZ IFRS 15.
Based on our assessment of the performance
obligations for our revenue streams, Management has
ascertained that the standard will result in a change
in the timing of revenue recognition in the year ended
30 June 2018 due to transit times for a portion of its
transport divisions. The exact amount has not been
fully calculated. Management will finalise its impact
assessment, identifying disclosure changes prior to its
31 December 2018 interim reporting requirements.
2.3. STANDARDS ISSUED BUT NOT YET ADOPTED
(CONTINUED)
NZ IFRS 9 Financial Instruments - The standard replaces
the existing guidance in NZ IAS 39 Financial Instruments:
Recognition and Measurement. NZ IFRS 9 includes
revised guidance on the classification and measurement
of financial instruments, including a new expected credit
loss model for calculating impairment on financial assets,
and the new general hedge accounting requirements.
It also carries forward the guidance on recognition and
derecognition of financial instruments from NZ IAS 39.
NZ IFRS 9 is effective for reporting periods beginning
on or after 1 January 2018. Management has performed
a preliminary assessment of the impact of NZ IFRS 9.
It is expected that the new expected credit loss model
for calculating impairment on financial assets will
change the way impairment is assessed and recognised
for our accounts receivable balances. The Group does
not currently have any hedge accounting in place and
therefore does not expect any significant impact as a
result of the new general hedge accounting requirements.
NZ IFRS 16 Leases - The standard requires lessees to
account for all leases under a single on-balance sheet
model (subject to certain exemptions) in a similar way
to finance leases under NZ IAS 17. Lessees recognise a
liability to pay rentals with a corresponding asset, and
recognise interest expense and depreciation separately.
Lessor accounting is substantially the same as NZ IAS
17’s dual classification approach. Application of NZ IFRS
16 is required for periods beginning on or after 1 January
2019 with early adoption permitted but not before an
entity applied NZ IFRS 15. Management has performed a
preliminary assessment of the impact of NZ IFRS 16. The
Group’s main significant operating leases relate to fleet
and property. The Group will recognise a liability to pay
rentals and recognise a corresponding asset for these
premises. The Group continues to progress the status of its
impact assessment.
Consideration of which transition option to utilise is still
being determined.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4243TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
3. FINANCIAL RISK MANAGEMENT
The Group’s principal financial instruments comprise bank loans and overdrafts, cash, trade creditors and accruals and
trade debtors. The main purpose of these financial instruments is to raise and provide working capital for the Group’s
operations.

This note explains the Group’s exposure to financial risks and how these risks affect the Group’s future financial
performance.
RiskExposure arising fromMeasurement
Credit riskCash and cash equivalents and trade receivablesAging analysis & credit ratings
Market risk - interest rateLong term borrowing at variable ratesSensitivity analysis
Liquidity riskBorrowings and other liabilitiesRolling cash flow forecast

The Group’s risk management is carried out by a central treasury department (Group Treasury). The policies are being
reviewed by Management and the Board.
3.1. CREDIT RISK MANAGEMENT
In the normal course of business the Group incurs credit risk from trade debtors and transactions with financial
institutions. The Group has a credit policy that it uses to manage this risk. As part of this policy limits on exposures with
counter-parties have been set and approved by the Board of Directors and are monitored on a regular basis.
The Group has no significant concentrations of credit risk. The Group does not require any collateral or security to
support financial instruments due to the quality of the financial institutions and trade debtors dealt with. The Group
normally gives 30 or 60 days credit on its trade receivables.
At 30th June the Group’s credit risk exposure is equal to the carrying value of its financial assets.
2018
$000
2017
$000
Trade and other receivables
Current receivables36,24129,807
Outstanding 30 to 60 days7,3156,100
Outstanding 60 to 90 days8921,724
Outstanding more than 90 days6871,234
Total trade and other receivables45,13538,865
Sundry receivables276148
Advances to associates603477
Cash and short term bank deposits
Bank with AA credit rating2,8812,966


a. Impaired trade receivables
Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The
other receivables are assessed collectively to determine whether there is objective evidence that an impairment has been
incurred but not yet been identified. For these receivables the estimated impairment losses are recognised in a separate
provision for impairment. The Group considers that there is evidence of impairment if any of the following indicators are
present:
• significant financial difficulties of the debtor
• probability that the debtor will enter bankruptcy or financial reorganisation, and
• default or delinquency in payments (more than 60 days overdue).
Receivables for which an impairment provision was recognised are written off against the provision when there is no
expectation of recovering additional cash.
Impairment losses are recognised in profit or loss within other expenses. Subsequent recoveries of amounts previously
written off are credited against other expenses.

3.1 CREDIT RISK MANAGEMENT (CONTINUED)
Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as
follows:
2018
$000
2017
$000
At 1 July750462
Provision for impairment recognised during the year121316
Receivables written off during the year as uncollectible(520)(28)
At 30 June 351750

During the year, the following gains/(losses) were recognised in profit or loss in relation to impaired receivables.
2018
$000
2017
$000
Impairment losses
Individually impaired receivables2151
Movement in provision for impairment 10081
Total121132

As at 30 June 2018 trade receivables of $1,228,000 (2017: $2,208,000) were past due (over 60 days) but not impaired.
These relate to a number of independent customers for whom there is no recent history of default. The aging analysis
of these trade receivables is as follows:
2018
$000
2017
$000
Up to 3 months past due8921,724
3 to 6 months past due336484
The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on
the credit history of these other classes, it is expected that these amounts will be received when due. The Group does
not hold any collateral in relation to these receivables.
3.2. INTEREST RATE RISK
The Group’s main interest rate risk arises from long term borrowing with variable rates which expose the Group to cash
flow interest rate risk.

Sensitivity analysis
The effect of a 1% increase or decrease in the floating interest rates for the Group would be a decrease/increase in
profit and equity of $745,000 (2017: $0).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4445TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018

3.3. LIQUIDITY RISK
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate
amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group maintains
flexibility in funding through having flexible funding lines available to them. Management monitors rolling forecasts of the
Group’s liquidity reserve, which comprises its undrawn borrowing facility and cash and cash equivalents (note 12.1) on the
basis of expected cash flows.
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
2018
$000
2017
$000
Expiring within one year (bank overdraft)10,000-
Expiring beyond one year (bank loans)4,300-
Total14,300-
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal
their carrying balances or the impact of discounting is not significant.
Less than 1
year
Between 1 and
2 years
Between 3 and
5 years
Total
contractual
cash flows
Carrying
amount
(assets)/
liabilities
$000$000$000$000$000
2017
Borrowings5050155255165
Trade and other payables29,746--29,74629,746
Employee entitlements11,031--11,03111,031
Contingent consideration-572-572572
Total 40,82762215541,60441,514
2018
Borrowings6,9763,25072,40582,63173,879
Trade and other payables31,670--31,67031,670
Employee entitlements
11,751--11,75111,751
Contingent consideration
2,192--2,1922,192
Total52,5893,25072,405128,244119,492
Bank Guarantee
Transport Investments Limited provides (via ASB Bank) guarantees to (2017: Guarantees were held with the ANZ Bank):
In favour of$000
Chevron (Z Energy 2015) Limited4,500
Goodman Properties550
Mainland Income Fund 3 Limited430
BP Oil NZ Limited250


3.4. CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in
order to maintain an optimal capital structure to reduce the cost of capital.

The Group’s capital structure is managed and adjustments are made, with Board approval, to the structure in the light of
economic conditions at the time. There were no changes to objectives, policies or processes during the year.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
a. Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating
units have been determined based on value-in-use calculation. These calculations require the use of estimates. Refer to
note 13.2 for further details.
b. Estimate: contingent consideration
In the event that the EBITDA level (earnings before interest, tax, depreciation and amortisation) of MOVE Logistics Ltd,
Southern Fleet Leasing Ltd and UNITE Logistics Ltd (the entities) for the 12 months ended 30 June 2018 is above a level
prescribed at the time of acquisition, then additional consideration of up to $10,000,000 may be payable.
Upon acquisition of MOVE Logistics Ltd and Southern Fleet Leasing Ltd in June 2017, an estimate of the amount of
contingent consideration payable of $572,000 was recognised. This estimate was based on a probability weighted
average of possible EBITDA scenarios. The performance of the entities has improved since this estimate was made.
Management has therefore reassessed the estimated contingent consideration payable as at 30 June 2018. Management
has recognised an additional liability and corresponding profit & loss expense of $1,395,000.
The sale and purchase agreement allows for adjustments (sale and purchase adjustments) under specific clauses to the
base level of EBITDA. The EBITDA for the entities for the year ended 30 June 2018 is known by the Group. However, there
is still estimation required by management regarding the determination and quantification of the adjustments noted in
the sale and purchase agreement. We are currently seeking to agree these adjustments with the vendor.
When forming managements view in estimating the potential amount payable they engaged an independent and
qualified accounting firm to provide a view on the appropriateness and quantification range of the sale and purchase
adjustments. The assessment has also considered whether or not each adjustment is in line with commercial practice.
Management has determined a range of $100,000 to $2,000,000. The Group has recognised a provision at the upper
level of this range. The estimate involves significant judgement. It is understood by management that the vendor
estimates the level of adjustments would result in a payment significantly in excess of the above range.
c. Basis of accounting for the carve out of comparative financial information
The comparative financial information is based on the financial statements of Bowker Holdings 99 Limited Group
(formerly Transport Investments Limited) and has been adjusted to exclude the following expenses, income, assets and
liabilities that are not related to the ongoing Business:
Expenses / Income excluded:
• All income and expenses relating to subsidiaries not forming part of the new Business
• External interest costs
Assets / Liabilities excluded:
• All assets, liabilities and equity relating to a property subsidiary not forming part of the new Business
• Cash, accounts payable and accrued interest for Bowker Holdings 99 Limited (not part of transaction)
• External debt (repaid prior to reverse acquisition)
Equity is the residual after excluding the above transactions and balances. The above balances have been included within
the ‘Capital distribution to company shareholders’ line in the Statement of Cash Flows.
Provided below is a reconciliation of the comparative information to that reported in the audited financial statements of
Transport Investments Limited (now Bowker Holdings 99 Limited). Explanation of adjustments has been included.

Comprehensive Income Reconciliation 12 months to
June 2017
$000
Audited Transport Investments Limited Group6,092
Add back: External Interest
677
Less: Subsidiaries not acquired
1
(756)
Comparative TIL Logistics Group Ltd6,013

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4647TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
Assets & Liabilities Reconciliation
Assets
30 June 2017
$000
Liabilities
30 June 2017
$000
Audited Transport Investments Limited Group186,642145,013
Less:
Assets / liabilities of parent company not acquired (38)(565)
External debt of parent not transferred
2
-(76,063)
Subsidiaries not acquired
1
(37,784)(22,383)
Comparative TIL Logistics Group Ltd 148,82046,002

Cash flow reconciliation
Previously
stated
Adjustment
Comparative
restated
$000$000$000
Net cash generated from operating activities
17,310(1,198)16,112
Net cash used in investing activities
(45,252)1,599(43,653)
Net cash flow from financing activities
29,44412529,569

1 The property subsidiary of Transport Investments Limited was not acquired. The adjustment relates to removing the property assets and
associated borrowings. The profit & loss was impacted by rent, interest and depreciation expense. The cash flow was also impacted by the
aforementioned items.

2 The subsidiaries were acquired free of the Parent’s debt used to fund the subsidiaries. As a result, the new Group obtained external
borrowings and used these proceeds to pay Transport Investments Limited for their interest in the assets and businesses acquired.
5. RECONCILIATION TO GAAP MEASURE - ADJUSTED EBITDA

Additional reporting measures have been referred to in the notes to the financial statements. The following non-GAAP
measures are relevant to the understanding of the Group’s financial performance:
• EBITDA (a non-GAAP measure) represents profit before income taxes (a GAAP measure), excluding interest
income, interest expense, depreciation and amortisation, share of (loss)/profit of associates and impairment of
goodwill, as reported in the financial statements.
• Adjusted EBITDA (a non-GAAP measure) represents EBITDA adjusted for non trading costs.
In order to show a meaningful representation of the Group’s financial results the Group presents a reconciliation showing
the financial results after adjustment for costs associated with the public listing, as well as adjustments for contingent
consideration, interest costs, depreciation and share-based payments. The inclusion of these non-GAAP measures, in the
Directors’ opinion, will assist users to understand the performance of the Group and promote comparison with the wider
industry. These measures are also used by the Group’s lenders to assess performance and covenant compliance.
Reconciliation to GAAP measure 12 months to June
2018
12 months to June
2017
Net (loss) / profit before income tax (GAAP measure)(9,173)7,974
Add back:
Share of loss / (profit) of associates 127(50)
Impairment of goodwill159-
Finance costs / (interest income)3,3291,570
Depreciation & amortisation 12,4178,133
EBITDA (non-GAAP measure) 6,85917,627
Non trading transaction costs:
Share based payments 11,593-
Listing costs 6,545-
Deferred consideration expensed* 1,191-
Adjusted EBITDA (non-GAAP measure) 26,18817,627
*The increase in deferred consideration relates to a prior period business acquisition. The Directors believe adjustment for this item assists
the users to gain a better understanding of the underlying performance of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4849TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
6. SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting to the chief operating decision maker
(CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the Group CEO.
Management has determined the operating segments based on the reports reviewed by the Group CEO. In addition to
GAAP measures, the Group CEO also uses non-GAAP measures (EBITDA and adjusted EBITDA) to assess the commercial
performance of the segments. The reportable operating segments have been determined as:
FREIGHTING
This segment provides nationwide freight transport services with regional strength. It is able to transport a wide range of
freight types, including dangerous goods.
LOGISTICS
This segment specialises in warehousing and supply chain capabilities which enable comprehensive supply chain
solutions to customers. Following acquisitions in the second half of the year ended 30 June 2017 this segment was
formed.
ASSET MANAGEMENT
This segment includes the entities within the Group responsible for fleet asset ownership.
ALL OTHERS
This segment includes our freight forwarding and corporate services companies. These operating segments have been
aggregated based on quantitative thresholds as permitted by NZIFRS 8.
The segment information provided to the Group CEO for the year ended 30 June 2018 is as follows:
FreightingLogisticsAsset
Management
All Other
Segments
Total
$000$000$000$000$000
Year ended 30 June 2017
Total segment revenue 218,26712,14710,7266,042247,182
Inter-segment revenue (1,089)(101)(10,709)(17)(11,916)
Revenue from external customers 217,17812,046176,025235,266
EBITDA7,1498888,79979117,627
Adjusted EBITDA (refer note 5) 7,1498888,79979117,627
Assets 48,03663,65526,79110,338148,820
Liabilities26,56121,6677,257(9,483)46,002
Year ended 30 June 2018
Total segment revenue 225,15898,61213,8307,345344,945
Inter-segment revenue (4,319)(1,330)(13,740)(4)(19,393)
Revenue from external customers 220,83997,282907,341325,552
EBITDA7,2377,25211,376(19,006)6,859
Adjusted EBITDA (refer note 5) 7,2377,04911,37652626,188
Assets51,35455,25828,86916,237151,718
Liabilities29,13611,9214,47878,214123,749
Interest income and expense are not allocated to segments, as this type of activity is driven by the central treasury
function, which manages the cash position of the Group.
Sales between segments are eliminated on consolidation. The amounts provided to the CODM with respect to segment
revenue are measured in a manner consistent with that of the financial statements.
Reportable segments have been determined by having regard to:
• the nature of services provided
• the processes the various business units undertake to service customers
• the type of customers serviced, and
• the nature of the distribution channels.
The Group has a diverse range of customers from various industries, with only one customer contributing more than
10% of the Group’s revenue. This customer is attributed to the freighting segment and contributes revenue of
approximately $43,700,00 (2017: $40,900,000).
7. REVENUE & OTHER SOURCES OF INCOME

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary
course of the Group’s activities. Revenue is shown net of GST, returns, rebates and discounts and after eliminating sales
within the Group.
a. Sales of services
Freight Revenue
Revenue for all domestic contracted deliveries is recognised as delivery is performed.
Trading revenue
Revenue derived from international freight forwarding is recognised once the shipment has been completed. Several
subsidiary companies derive the greater part of their revenue from customs clearance work that involves a high degree
of disbursements on behalf of customers. Revenue is recognised on a net basis after disbursements as the subsidiary
companies are acting as agent for the customer.
Warehousing revenue
Fees for warehousing are recognised as services are provided to the customer.

The Group derives the following types of revenue:
2018
$000
2017
$000
Freight280,714220,755
Warehousing36,8317,800
Trading8,0076,711
Total Revenue325,552235,266

b. Interest income
Interest income is recognised on a time-proportion basis using the effective interest method.
c. Dividend income
Dividend income is recognised when the right to receive payment is established.
d. Rental income
Lease income from operating leases where the group is a lessor is recognised as rental income on a straight-line basis
over the lease term.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5051TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
8. OPERATING EXPENSES BY NATURE

2018
$000
2017
$000
Transport costs
1
139,731112,989
Employee expenses (note 8.1)114,90280,627
Property lease expenses18,87311,098
Operation lease expenses12,9325,782
Trading and warehousing expenses3,3451,749
Communications3,4602,450
Occupancy costs3,9902,382
Bad Debts121132
Foreign exchange (gain)/loss2218
Remuneration paid to principal auditors (PwC)
Assurance services
Audit and review (2018 only) of financial statements, including associated
disbursements
303185
Other assurance services
2
213-
Non assurance services
Acquisition due diligence
3
207377
Other advisory services related to the IPO
4
292-
Donations7843
Directors fees 32111
Depreciation and amortisation12,4178,133
Share based payment expense11,593-
IPO / Listing costs5,833-
Impairment of goodwill159-
Net increase in contingent consideration
5
1,191-
Other expenses7,2583,786
Total operating expenses337,241229,762

1 Includes costs relating to transportation including road user charges (RUC), fuel, tyres, repairs and maintenance, owner driver and subcontractor costs.
2 Other assurance services relate to the provision of a limited assurance investigating accountants report in respect of the Group’s listing documents. The provision
of other assurance services, against recognised assurance standards, does not typically create an independence risk.
3 Financial, tax and IT due diligence was provided to the Group in respect of business combinations that occurred in the period. A team separate to the audit team
was used to undertake this engagement. The work related to review of historic financial information of the targets. Accounting advice in respect to purchase price
accounting was not provided. As such, no self review threat exists.
4 Other advisory services relate to the Group’s reverse acquisition and listing on the NZX. As part of the reverse listing process the Group appointed PwC to
provide tax and other advisory services. The services provided were performed by a team separate to the audit. They related to providing comment on the listing
documents. At all times the Group was responsible for decision making.
5 The net increase in contingent consideration is the result of the additional MOVE Logistics Ltd provision required (refer note 4.b) and the reversal of $225,000
relating to the contingent consideration on the Glassworks Logistics Ltd and Seamont Enterprises Ltd acquisition (refer note 8).

8. OPERATING EXPENSES BY NATURE (CONTINUED)
8.1. EMPLOYEE BENEFITS EXPENSE
a. Superannuation benefits
The Group operates a defined contribution superannuation scheme. The scheme is funded through employee and Group
contributions to a trustee-administered fund. The Group has no further payment obligations once contributions have
been paid. Contributions are recognised as an employee benefits expense where they are due.

TIL Freighting Limited has a defined contribution company superannuation scheme that has been operating for a
number of years. The Company has three contribution rates:
4% of salary/wage for general staff
6% of salary for managers
10% of salary for senior managers
Members contribute a minimum of 4% of their salary/wage and can go as high as 15%. The Company contributions are
vested to the member at the rate of 20% per year of service with the Company i.e. 100% after five years of service.
b. Other employee benefits
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to
be settled wholly within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled.
c. Long service leave
The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after
the end of the period in which the employees render the related service. They are therefore measured as the present
value of expected future payments to be made in respect of services provided by employees up to the end of the
reporting period using the projected unit credit method. Consideration is given to expected future wage and salary
levels, experience of employee departures and periods of services. Expected future payments are discounted using
market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match,
as closely as possible, the estimated future cash outflows. Remeasurement as a result of experience adjustments and
changes in actuarial assumptions are recognised in profit or loss.
d. Profit-sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into
consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a
provision where contractually obliged or where there is a past practice that has created a constructive obligation.
2018
$000
2017
$000
Wages and salaries & other related costs112,07178,657
Superannuation fund contributions2,4551,741
Fringe benefit tax376229
Total114,90280,627

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5253TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
9. INCOME TAX EXPENSE

The tax expense for the year comprised current and deferred tax. Tax is recognised in the profit or loss component
of the statement of profit or loss & other comprehensive income except to the extent that it relates to items
recognised directly in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or equity respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.

2018
$000
2017
$000
Current tax on (loss) / profits for the year(2,754)(1,956)
Adjustments in respect to prior years(7)121
Deferred tax271(126)
(2,490)(1,961)


The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense
in the financial statements as follows:

2018
$000
2017
$000
(Loss) / profit before income tax(9,173)7,974
Impairment of goodwill(159)-
Share of (loss) / profit of associates(127)50
(8,887)7,924
Prima facie tax payable at 28%2,488(2,219)
Tax effects of:
Income not subject to tax56070
Timing differences not in deferred tax(63)21
Expenses not deductible(5,468)(220)
Tax impact of ‘carve out’-266
Prior year adjustment(7)121
Income tax (credit)/expenses(2,490)(1,961)
Imputation credits
2018
$000
2017
$000
Imputation credits available for use in subsequent periods6,3603,317
10. DIVIDENDS PAID AND PROPOSED

Dividends to the company shareholders are recognised in the Group’s financial statements in the period in which the
dividends are declared.

2018
$000
2017
$000
Recognised Amounts
Final fully imputed dividend for 2017: 0 cents (2016: 0 cents)--
Interim fully imputed dividend for 2018: 0 cents (2017: 0 cents)--
Dividends not recognised at the end of the reporting period
Since year end the Directors have recommended the payment of a final dividend
of 2.3 cents per fully paid ordinary share (2017: 0 cents). The dividend will be fully
imputed. The aggregate amount of the proposed dividend that will be paid out of
retained earnings at 30 June 2018 but is not yet recognised as a liability at year
end.1,874-

11. EARNINGS PER SHARE

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is computed based
on the weighted average number of ordinary shares outstanding during the period. Diluted EPS is computed based on
the weighted average number of ordinary shares plus the effect of dilutive potential ordinary shares outstanding during
the period.

12 months to 30 June 2018
12 months to
30 June 2017
Earnings
Earnings (excluding
non-trading
transactions)
Earnings
$000$000$000
(Loss) / profit for the year (11,663)(11,663)6,013
Share based payments 11,593
Listing costs 6,545
Deferred consideration expense 1,191
Earnings, excluding non-trading transaction impact 7,666
Weighted average number of shares77,843,59072,833,334
1
CentsCentsCents
Basic & diluted (loss) / earnings per share (.15).08
Basic & diluted earnings per share, excluding
non-trading impact*
.10

*Note this is a non-GAAP disclosure (refer note 5 for reconciliation)

1 Prior year shares were determined using the number of shares issued in consideration for the reverse listing transaction.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5455TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The Group classifies its financial assets as loans and receivables. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market. They are included in current assets, except for those with maturities greater than 12 months after the
reporting date which are classified as non-current assets. The Group’s loans and receivables comprise ‘Trade and other
receivables’ and ‘Cash and cash equivalents’ and ‘Advances to associates’ in the balance sheet. Loans and receivables are
initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
This note provides information about the Group’s financial instruments, including:
• An overview of all financial instruments held by the Group
• Specific information about each type of financial instrument
• Information about determining the fair value of the instruments, including judgements and estimations of
uncertainty involved.
The Group holds the following financial instruments:

LOANS AND RECEIVABLES
Financial AssetsNotes
2018
$000
2017
$000
Cash and cash equivalents
12.1
2,8812,966
Trade and other receivables
1
12.2
45,06038,263
Advances to associates
12.3
603477
Total48,54441,706
1 excluding prepayments
FINANCIAL LIABILITIES AT AMORTISED COST
Financial LiabilitiesNotes
2018
$000
2017
$000
Trade Payables
2
12.4
29,59628,863
Borrowings
12.5
73,879165
Employee entitlements
12.6
11,75111,031
Contingent consideration
12.7
2,192572
Total117,41840,631
2 excluding non financial liabilities

The Group’s exposure to various risks associated with the financial instruments is discussed in note 3. The maximum
exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets
mentioned above, other than for trade & other receivables where the maximum credit risk is the balance before
impairment, being $45,411,000 (2017: $39,013,000).
12.1. CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheet.
Cash and cash equivalents include the following for the purpose of the cash flow statement:
2018
$000
2017
$000
Cash and cash equivalents2,8812,966
Bank overdrafts (note 12.5)--
Total2,8812,966
12.2. TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method less provision for impairment. A provision for impairment of trade receivables is established
when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms
of the receivables. Impairment of trade receivables is recognised in profit or loss.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation,
and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable
has been impaired. The amount of the provision is the difference between the asset’s carrying amount and the present
value of the estimated future cash flows, discounted at the original effective interest rate.

2018
$000
2017
$000
Trade receivables45,09938,805
Trade receivables related parties 3660
Less provision for impairment of trade receivables(351)(750)
Net trade receivables44,78438,115
Sundry receivables276148
Financial assets at amortised cost45,06038,263
Prepayments1,5181,086
Total trade and other receivables46,57839,349
Trade receivables are generally due for settlement within 30 to 60 days.
12.3. ADVANCES TO ASSOCIATES
2018
$000
2017
$000
ATL Haulage Ltd275275
TNL International Australia Pty Ltd111127
UNITE Ltd21775
Total603477
These advances are due on demand and are non-interest bearing.

12.4. TRADE AND OTHER PAYABLES
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.

2018
$000
2017
$000
Trade payables23,52720,401
Trade payables related parties496436
GST payable2,074883
Lease incentive259328
Accrued expenses5,3147,698
Total31,67029,746

Trade payables are unsecured and are usually paid within 30 to 60 days of recognition.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5657TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
12.5. BORROWINGS
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost using the effective interest method. Any borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Borrowing costs are expensed as incurred, unless they relate to the acquisition, construction or production of a qualifying
asset in which case the borrowing costs are capitalised.

When TIL Logistics Group Limited acquired the businesses from Bowker Holdings 99 Limited they entered into a new
banking facility with the ASB Bank on 6 December 2017. The facility includes a revolving committed cash facility of $90
million, an overdraft facility of $10 million and a bank guarantee facility of $5.7 million (refer note 3.3).
30 June
2018
$000
30 June
2017
$000
Non-Current
Secured Loan ASB 70,346-
Secured Loan Mainland Capital 101133
70,447133
Current
Secured Loan ASB 3,400-
Secured Loan Mainland Capital3232
3,43232
Total73,879165
The facilities are secured by way of a first ranking general security over the Group’s assets and undertakings.
The new facilities with the ASB are subject to quarterly covenants with the first reportable period being 31 March 2018.
The Group has complied with these covenants through the period. These include the following:
• Group Coverage Ratio where the Total Tangible Assets and EBITDA of the guaranteeing group must not be less
than 90% of the consolidated group
• Interest Cover Ratio must be greater than 3.00x
• Debt Service Cover Ratio must be greater than 1.20x
• Leverage Ratio must be less than 3.50x
The covenant testing for 2018 is to be normalised by excluding costs associated with the acquisition (e.g. listing costs,
share based payments and contingent consideration).
12.6 EMPLOYEE ENTITLEMENTS
2018
$000
2017
$000
Leave provision7,8167,766
Payroll accruals3,9353,265
Total11,75111,031

12.7 RECOGNISED FAIR VALUE MEASUREMENTS
This section explains the judgement and estimates made in determining the fair values of the financial instruments that
are recognised and measured at fair value in the financial statements.
Level 1Level 2Level 3Total
$000$000$000$000
Recurring fair value measurements
At 30 June 2017
Contingent consideration--(572)(572)
At 30 June 2018
Contingent consideration--(2,192)(2,192)
The following table presents the changes in level 3 items for the periods ended 30 June 2017 and 30 June 2018:
Contingent
consideration
$000
Opening balance 1 July 2016-
Acquisitions(572)
Closing balance 30 June 2017(572)
Acquisitions(450)
Gains/(losses) recognised in other expenses(1,170)
Closing balance 30 June 2018(2,192)

Valuation processes
The finance department of the Group performs the valuations of non-property items required for financial reporting
purposes including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO) and the Risk
Assurance and Audit Committee (RAAC). Discussions of valuation processes and results are held between the CFO,
RAAC and the valuation team at least once every six months, in line with the Group’s half yearly reporting periods.
The main level 3 inputs used by the Group is derived and evaluated as follows:
Contingent consideration
The inputs to this valuation require judgement (refer note 4.b). The main level 3 inputs used by the Group were:
• EBITDA as per the audited financial statements
• Potential adjustments allowed for under the sale and purchase agreement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5859TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
13. NON-FINANCIAL ASSETS AND LIABILITIES

This note provides information about the Group’s non-financial assets and liabilities, including specific information about
each type of non-financial asset and non-financial liability:
• Property, plant and equipment (note 13.1)
• Intangible assets (note 13.2)
• Deferred tax balances (note 13.3)
• Provisions and other liabilities (note 13.4)
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill and software under development, are not subject to
amortisation and are tested annually for impairment. Assets that are subject to depreciation and amortisation are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to dispose and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). Non-financial assets, other than goodwill, that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
13.1. PROPERTY, PLANT AND EQUIPMENT

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance
are charged to profit or loss during the financial period in which they are incurred.

Depreciation on assets is calculated using the diminishing value (DV) or straight-line (SL) method, as follows:
Leasehold improvements9.5% to 48%DV
Trucks 14 yearsSL
Trailers18 yearsSL
Plant and equipment 7.5% to 42%DV
Motor vehicles 18% to 36%DV
Office equipment 12% to 60%DV
Furniture and fittings9.5% to 60%DV

The assets’ useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised
within ‘Gains on disposal of assets’ in the statement of profit or loss & other comprehensive income.










13.1 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Land and
buildings
Motor
vehicles
Office
equipment
and F&F
Plant and
equipment
Work in
progress
Total
$000$000$000$000$000$000
At 1 July 2016
Cost or valuation364112,9342,4015,713760122,172
Accumulated depreciation(227)(66,516)(2,036)(3,830)-(72,609)
Net book value13746,4183651,88376049,563
Year ended 30 June 2017
Additions-4,25820637311,98416,821
Acquisition of subsidiaries7222,4987214,259-27,550
Disposals(56)(450)-(20)(6,054)(6,580)
Transfers-4,480-110(4,590)-
Depreciation charge(11)(7,156)(167)(437)-(7,771)
Closing net book amount14270,0481,1256,1682,10079,583
At 1 July 2017
Cost or valuation380141,5574,07513,2452,100161,357
Accumulated depreciation(238)(71,509)(2,950)(7,077)-(81,774)
Net book amount14270,0481,1256,1682,10079,583
Year ended 30 June 2018
Additions252,69346177412,16216,115
Acquisition of subsidiaries-2,2901340-2,343
Disposals-(6,408)(50)(21)(6,348)(12,827)
Transfers-5,0074792(5,146)-
Depreciation charge(12)(9,010)(448)(1,128)-(10,598)
Closing net book amount15564,6201,1485,9252,76874,616

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6061TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
13.2 INTANGIBLE ASSETS
a. Goodwill
Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the
acquiree, and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the
Group’s share of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in ‘Intangible
assets’ in the balance sheet. Goodwill on acquisitions of associates is included in ‘Investments in associates’ in the
balance sheet and is tested for impairment as part of the overall balance. Separately recognised goodwill is tested
annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not
reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity
sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the business combination on
which the goodwill arose.
b. Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the
specific software. These costs are amortised, using the diminishing value method at a rate of 48% and recognised in the
profit or loss. Costs associated with maintaining computer software programmes are recognised as an expense when
incurred.
c. Customer contracts
Acquired customer contracts are recognised at their fair value at the date of acquisition and are subsequently amortised
on a straight-line basis over six years. Amortisation expense is recognised in the profit or loss.
Goodwill
Computer
software
Customer listsTotal
$000$000$000$000
At 1 July 2016
Cost4,6761,2302386,144
Accum. amortisation and impairment(1,974)(1,026)(75)(3,075)
Net book amount2,7022041633,069
Year ended 30 June 2017
Additions-50-50
Acquisition of subsidiaries12,3743438,60021,317
Amortisation/impairment charge-(171)(191)(362)
Closing net book amount15,0764268,57224,074
At 1 July 2017
Cost17,0501,9278,82427,801
Accum. amortisation and impairment(1,974)(1,501)(252)(3,727)
Net book amount15,0764268,57224,074
Year ended 30 June 2018
Additions-1,107-1,107
Acquisition of subsidiary102-1,3071,409
Amortisation/impairment charge(158)(236)(1,583)(1,977)
Closing net book amount 15,0201,2978,29624,613



13.2. INTANGIBLE ASSETS (CONTINUED)

The Group has classified its goodwill into the following cash generating units (CGUs)

2018
$000
2017
$000
TIL Freighting Ltd1,0271,027
Alpha Customs Ltd776934
MOVE Logistics Ltd12,49212,374
TNL International Ltd170186
McAuley’s Transport Ltd555555
Total15,02015,076


The recoverable amount of all CGUs has been determined based on value-in-use calculations. These calculations are
pre-tax cash flow projections based on Board approved financial budgets and a further four year forecast period using
conservative growth levels of less than 2% per annum.

An assumed terminal real growth rate of 0% (2017: 2.0%) has been used in the valuations. The Group has applied
discounted pre-tax cash flows using a rate of 11.5% (2017: 10.5%).
The Group completed sensitivity testing on the CGU’s impairment models as follows: growth rate +/- 1.0%, terminal +/-
1.0%, and discount rates +/- 1.0%. Sensitivity testing demonstrated no issues with impairment headroom in all cases.
13.3. DEFERRED INCOME TAX

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle
the balances on a net basis.

Temporary differences arise from the following:
Deferred tax assets/(liabilities)
Opening
balance
Recognised in
income
Acquisition of
subsidiaries
Closing
balance
$000$000$000$000
2017
Property, plant and equipment(997)(204)(4,609)(5,810)
Provisions and accruals1,936784202,434
Total deferred income tax939(126)(4,189)(3,376)
2018
Property, plant and equipment(5,810)239(366)(5,937)
Provisions and accruals2,43432-2,466
Total deferred income tax(3,376)271(366)(3,471)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6263TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
13.4. PROVISIONS FOR OTHER LIABILITIES AND CHARGES

Provisions for make good obligations are recognised when the Group has a present legal or constructive obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount
can be reliably estimated.
Provisions are measured at the present value of Management’s best estimate of the expenditure required to settle the
present obligations at the end of the reporting period.

Lease restoration
Contingent
consideration for
business combination
Total
$000$000$000
At 1 July 2016292100392
Additional provisions5535721,125
Released to profit or loss(47)(100)(147)
At 30 June 20177985721,370
At 1 July 20177985721,370
Additional provisions-1,8451,845
Released to profit or loss(12)(225)(237)
At 30 June 20187862,1922,978
30 June 2018
Current-2,1922,192
Non-current786-786

a. Information about individual provisions and significant estimates
Make good lease provision
The Group is required to restore the leased premises of its depot and warehouses to their original condition at the end of
the respective lease terms. A provision has been recognised for the present value of the estimated expenditure required.
Contingent consideration
The Group has estimated the potential contingent consideration payable by engaging an independent accounting firm
to determine the validity of adjustments to the base level EBITDA of MOVE Logistics Ltd, Southern Fleet Leasing Ltd and
UNITE Logistics Ltd in alignment with the sale and purchase agreement (refer note 4.b).
14. SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax from the proceeds.
The assessed value of the share based payments and the shares issued in the public offer during the year ended 30 June
2018 was $1.50 per share (2016: $0). The value was independently determined as fair and reasonable by Grant Samuel &
Associates using the capitalisation of earnings approach. This was deemed the most appropriate method as the Group
has relatively stable cash flows and a predictable capital expenditure profile.

30 June 201830 June 2017
Shares$000Shares$000
Issued & paid-up capital - ordinary shares
Balance at the beginning of the period72,833,334 5,473 72,833,334 -
Share based payments:
- Deemed consideration for acquisition of Bethunes452,810 679
- Issued to Directors500,000 750
- Issued to advisors100,000 150
- Issued to Kern Group and associates
1
9,696
Total share based payments 1,052,810 11,275
Shares issued to key management personnel3,000,000
Shares issued to public4,573,339 11,359
Balance at the end of the period81,459,483 28,107 72,833,334 -
1 From the shares Transport Investments Limited received for transferring its assets and business to Bethunes, Kern Group and associates
were paid 6,463,670 shares. These shares are deemed to be part of the capital reorganisation and are included within the opening shares
on issue.
15. INVESTED CAPITAL

Due to the ‘reverse acquisition’ (note 1.2(a)) the carved out equity shown for the year ended 30 June 2017 is disclosed
as invested capital. This is because it represents the net investment of Bowker Holdings 99 Limited in the new reporting
entity (TIL Logistics). This amount was distributed as part of the reverse listing on 6 December 2017.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6465TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
16. CASH FLOW INFORMATION
16.1 CASH GENERATED FROM OPERATIONS
2018
$000
2017
$000
Reported (loss)/surplus after tax(11,663)6,013
Non-cash items
Depreciation expense10,5987,771
Amortisation expense1,819362
Bad Debts121132
Amortisation of bank fees145-
Share based payments & IPO costs17,714-
Loss on disposal of property, plant & equipment382
Impairment159-
Foreign Exchange losses/(gains) on operating activities2218
19,29714,296
Impact of changes in working capital
Tax receivable / deferred tax(854)550
Trade and other receivables(7,086)(380)
Creditors and accruals/employee entitlements3,7814,220
Creditors relating to purchase of PPE(2,941)(1,225)
Inventories(51)(12)
12,14617,449
Items classified as investing or financing activities
Profit on disposal of property, plant and equipment(1,921)(1,287)
Profit for associates/discontinued operations127(50)
Net cash flow from operating activities10,35216,112
16.2 NET DEBT RECONCILIATION
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
2018
$000
2017
$000
Cash & cash equivalents2,8812,966
Borrowings - repayable within one year (including overdraft)(3,432)(32)
Borrowings - repayable after one year(70,447)(133)
Net debt(70,998)2,801
Cash and liquid investments2,8812,966
Gross debt - fixed interest rates(133)(165)
Gross debt - variable interest rates(73,746)-
Net debt(70,998)2,801
16.2 NET DEBT RECONCILIATION (CONTINUED)
Cash/bank
overdraft
Borrowing due
within 1 year
Borrowing due
after 1 year
Total
$000$000$000$000
Net debt as at 1 July 2016938--938
Cash flows2,028(8,525)-(6,497)
Borrowings assumed from acquisitions-(32)(133)(165)
Vendor loan on acquisition-8,525-8,525
Other non-cash movement----
Net debt as at 30 June 20172,966(32)(133)2,801
Cash flows(85)(2,900)(70,668)(73,653)
Other non-cash movements-(500)354(146)
Net debt as at 30 June 20182,881(3,432)(70,447)(70,998)

17. INTEREST IN OTHER ENTITIES
17.1 MATERIAL SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2.1. All subsidiaries are incorporated in New Zealand.
All subsidiaries results up to 30 June 2018 have been incorporated in the consolidated financial statements.
Shareholding
30 June
2018
Shareholding
30 June
2017
Balance
Date
Principal Activity
TIL Freighting Ltd 100%100%30 JuneTransport operator
Pacific Fuel Haul Ltd100%100%30 JuneTransport operator
Alpha Customs Services Ltd
1
60%70%30 JuneInternational freight forwarder
Pacific Asset Leasing Ltd100%100%30 JuneAsset leasing
Hookers Shipping Ltd100%100%30 JuneShipping agent and logistics
McAuley’s Transport Ltd100%93%30 JuneTransport operator
MOVE Logistics Ltd100%100%30 JuneWarehousing and distribution
Southern Fleet Leasing Ltd100%100%30 JuneAsset leasing
NZL Group Ltd100%100%30 JuneWarehousing and distribution
Multi-Trans HeavyHaul Ltd100%100%30 JuneTransport operator
TNL International Ltd50%50%30 JuneInternational freight forwarder
Appian Transport Ltd100%100%30 JuneNon trading
Global Logistics Group Limited
2
100%-30 JuneNon trading
TNL Freighting Limited100%100%30 JuneNon trading
TNL Logistics Limited100%100%30 JuneNon trading
Transport Nelson Limited100%100%30 JuneNon trading

1 The Group sold 10,000 (10%) of its shares on 12 February 2018 for no consideration.
2 The shares in Global Logistics Group Limited were acquired as part of the reverse acquisition transaction (note 1).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6667TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
17.2 INTERESTS IN ASSOCIATES
Set out below are the associates of the Group as at 30 June 2018 which, in the opinion of the Directors, are material to
the Group. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by
the Group. The country of incorporation or registration is also their principal place of business, and the proportion of
ownership interest is the same as the proportion of voting rights held.
Name of entity
Place of
business/
country of
incorporation
% of ownership
interest
Nature of
relationship
Measurement
method
2018
$000
2017
$000
20182017
UNITE LtdNew Zealand50%50%AssociateEquity method8991,130
ATL LtdNew Zealand50%50%AssociateEquity method962956
Immaterial associates1858

2018
$000
2017
$000
Beginning of the year2,144974
Purchase of UNITE Ltd-1,130
Dividends received(143)(10)
Amalgamation(40)-
Impairment of investment(165)(111)
Earnings from associates83161
Total1,8792,144
The Group’s results of its principal associates, all of which are unlisted, and total assets (including goodwill) and
liabilities, are as follows. The Group equity accounts for these associates based on management reporting for the year
end to 30 June (the Group’s balance date).

AssetsLiabilitiesRevenueProfit
Interest
held
Balance
date
$000$000$000$000%$000
2017
UNITE Ltd
1
2,7922,3355,97426750%31 March
ATL Ltd
5,9684,0648,90048350%
31 August
Total8,7606,39914,874750
2018
UNITE Ltd3,0942,4736,09815350%31 March
ATL Ltd6,2403,7638,4292350%31 August
Total9,3346,23614,527176
1 Acquired June 2017
18. BUSINESS COMBINATIONS
In September 2017 the Group acquired 100% of the voting equity interest and business activity and assets of Glassworks
Logistics Limited and Seamount Enterprises Limited, companies specialising in distribution and warehousing. This
acquisition allowed the Group to expand its business and strengthen its relationship with one of its key customers.
The table below summarises the consideration paid by the Group and the fair value of assets acquired and liabilities
assumed:
$000
Purchase consideration (cash) 3,200
Contingent consideration 450
Fair value of assets acquired and liabilities assumed
Property, plant and equipment 2,343
Customer contracts1,307
Deferred Tax(366)
Goodwill366

There were no contingent assets or liabilities acquired as part of the transaction. The contingent consideration has
been recognised and is based on agreed sales measures. Subsequently $225,000 of the contingent consideration was
reversed to profit or loss under other losses as one of the measures was not met.
Goodwill relates to deferred taxation on the acquired assets. It will not be deductible for tax purposes.
Any direct costs relating to the acquisition were charged to operating expenses in the statement of profit or loss & other
comprehensive income for the twelve months ended 30 June 2018.
Contemporaneously the Group sold the trucks it acquired for $1,325,000 to TR Group in a sale and leaseback
transaction. The lease expense is included under lease expenses in the statement of profit or loss & comprehensive
income.
The acquired business contributed revenues of $5,294,000 and a loss before tax of $94,000 to the Group for the period
1 September 2017 to 30 June 2018. If the acquisition had occurred on 1 July 2017, the revenue and loss before tax for the
year ended 30 June 2018 would have been $6,353,000 and $113,000 respectively.
There were two new business combinations acquired in May and June 2017. The total consideration paid for these
businesses was $48,119,000. The total fair value of assets acquired was $35,745,000 and goodwill of $12,374,000 was
recorded. There is contingent consideration relating to one of the acquisitions which is still to be settled (refer note 12.7,
13.4).
19. CONTINGENCIES
The Group has no contingent liabilities in respect of legal claims arising in the ordinary course of business, (2017: none).
20. COMMITMENTS
a. Capital commitments
Capital expenditure contracted for at the reporting date but not yet incurred is as follows:
2018
$000
2017
$000
Trucks and trailers
11,235
4,415
Total11,2354,415
b. Operating lease commitments
Operating leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor)
are charged to profit or loss on a straight-line basis over the period of the lease.
The Group leases various property, plant and equipment under non-cancellable operating lease agreements. The
property lease terms are between 1 and 15 years, and the majority of lease agreements are renewable at the end of the
lease period at market rate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6869TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
20. COMMITMENTS (CONTINUED)
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
2018
$000
2017
$000
Within one year25,76820,743
Between one and two years
20,62717,650
Between two and five years
47,61230,716
More than five years
63,80823,300
Total157,81592,409
Sub-lease payments
Future minimum lease payments expected to be recovered in relation to non-
cancellable sub-leases of operating leases
3,1102,778
The operating lease commitment for 2018 includes leases for buildings occupied by the Group from external parties
which in 2017 were owned by TIL Properties Ltd (refer note 4c). If this was included in 2017 the total commitments
would be $121,097,000

21. RELATED-PARTY TRANSACTIONS

As explained in note 1, TIL Logistics Group Limited acquired the Business from Bowker Holdings 99 Limited. Part of the
consideration in this transaction was shares issued. Bowker Holdings 99 Limited owns 81.3% (66,253,064) of the shares
in TIL Logistics Group Limited.
21.1 TRANSACTIONS WITH KEY MANAGEMENT
a. Shares issued
# Shares$
Shares acquired in placement 4,666,669 7,000,004

Upon listing, certain key management personnel acquired shares in the entity (2017: nil).

b. Share based payments
# SharesGrant date
FV
Exercise
price
Exercise
date
Share based payments - Directors
1
500,000$1.50nil6/12/2017
Share based payments - Kern Group Ltd and associates
2
6,463,670$1.50nil6/12/2017

The share based payments have no conditions attached to them and they vested immediately after grant date. These
payments were valued at fair value being the grant date share price of $1.50. No cash consideration was received for
these shares (2017: nil).
The fair value of the shares issued is recognised as an employee benefit expense with a corresponding increase in equity.
An expense of $10,989,000 was recognised in profit or loss relating to the two transactions. The market price of shares
on the exercise date was $1.50.
1 Tax liabilities in respect of the shares were also settled by the Group.
2 These shares were issued in exchange for services provided to assist with the listing process. Greg Kern, a TIL Logistics Group director is the majority shareholder
of the Kern Group.
21.1 TRANSACTIONS WITH KEY MANAGEMENT (CONTINUED)
c. Key Management Compensation
Key management includes Directors, the MD, the CEO and his direct report:
2018
$000
2017
$000
Salaries and other short term employee benefits
1
1,9741,415
Directors Fees32111
Share based payments - Directors750-
Share based payments - Kern Group Ltd and associates9,696-
21.2 TRANSACTIONS WITH OTHER RELATED PARTIES
The following transactions occurred with related parties:
2018
$000
2017
$000
Sales and purchases of goods and services
Sales of services to associates287191
Purchases of services from associates2,6322,121
Purchases from entities controlled by key management personnel
1
1,5504,352
1 The Group leased properties from entities that are controlled by members of the Group’s key management personnel. The balance for 2018 includes rental
payments made to carved out property subsidiaries prior to the reverse listing. Only $82,000 relates to ongoing rental payments with key management personnel.
2018
$000
2017
$000
Outstanding balances arising from sales and purchases of services
Trade receivables 3660
Trade payables496436
2018
$000
2017
$000
Advances to/from related parties
ATL Limited275275
UNITE Limited21775
TNL International Australia Pty Ltd111127
22. EVENTS AFTER THE REPORTING DATE

Subsequent to year end the Board of Directors have approved payment of the dividend recommended (refer note 10).
The Group has also presented a dividend reinvestment policy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7071TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
23. COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION
The Group’s Investment Statement and Prospectus dated 17 November 2017 included prospective financial statements
from 1 July 2017 to 30 June 2019. Below is the actual year’s trading result covering the period 1 July 2017 to 30 June 2018,
which is compared to the prospective financial statements.

PROSPECTIVE CONSOLIDATED STATEMENT OF PROFIT OR LOSS & OTHER COMPREHENSIVE INCOME
YEAR ENDED 30 JUNE 2018
Explanation
of material
movements
ACTUAL
30 JUNE 2018
$000
PROSPECTIVE
30 JUNE 2018
$000
Revenue 325,552324,923
Gains on disposal of assets (a)1,921-
Dividends received 2-
Rents received / other income4,0492,886
Total Income 331,524327,809
Operating expenses(b)(305,336)(299,126)
Share based payment expense (11,593)(11,913)
IPO / listing costs (6,545)(7,254)
Changes in contingent consideration(c)(1,191)-
Depreciation/amortisation expenses (12,417)(12,766)
Impairment of goodwill(159)-
Total Operating Expenses (337,241)(331,059)
Finance costs - interest on borrowing (3,431)(3,635)
Interest income on short term deposit102128
Operating (deficit) / surplus before income tax (9,046)(6,757)
Share of (loss) / profit of associates (127)211
(Loss) / Profit Before Income Tax (9,173)(6,546)
Income tax expense (2,490)(3,508)
(LOSS) / PROFIT FOR THE PERIOD FROM CONTINUING
OPERATIONS
(11,663)(10,054)
(Loss) / Profit attributable to:
Owners of the parent(12,191)(10,284)
Non-controlling interests528230
(11,663)(10,054)
Other comprehensive income
Comprehensive Income for the Period, Net of Tax --
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD,
NET OF TAX
(11,663)(10,054)
Adjusted EBITDA26,18628,683
23. COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)
PROSPECTIVE CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2018

Explanation
of material
movements
ACTUAL
30 JUNE 2018
$000
PROSPECTIVE
30 JUNE 2018
$000
ASSETS
Current Assets
Cash and cash equivalents (d)2,8817,950
Inventories 279227
Trade and other receivables (e)46,57840,088
Tax Receivable269-
Advances to associates 603477
Total Current Assets 50,61048,742
Non-current Assets
Property, plant and equipment 74,61676,823
Intangible assets 24,61324,752
Investments in associates 1,8792,356
Total Non-Current Assets 101,108103,931
TOTAL ASSETS 151,718152,673
EQUITY
Share capital28,10728,142
Invested capital --
(Accumulated losses) / Retained earnings (1,295)271
Equity attributable to owners of the parent 26,81228,413
Non-controlling interest in equity1,1571,027
TOTAL EQUITY 27,96929,440
LIABILITIES
Current Liabilities
Trade and other payables 31,67034,135
Borrowings 3,432-
Employee entitlements 11,7519,908
Provision for other liabilities and charges(f)2,192-
Tax payable -115
Total Current Liabilities 49,04544,158
Non-current Liabilities
Borrowings 70,44775,500
Deferred income tax liability 3,4713,575
Provisions for other liabilities and charges 786-
Total Non-current Liabilities74,70479,075
TOTAL LIABILITIES 123,749123,233
TOTAL EQUITY & LIABILITIES 151,718152,673

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7273TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
23. COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)


PROSPECTIVE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR YEAR ENDED 30 JUNE 2018

Explanation
of material
movements
ACTUAL
30 JUNE 2018
$000
PROSPECTIVE
30 JUNE 2018
$000
Cash flows from operating activities
Receipts from customers (g)323,035327,847
Interest received 102128
Dividends received 2-
Payments to suppliers and employees (306,283)(306,305)
Interest paid (3,286)(3,487)
Income tax paid (3,218)(3,975)
Net cash generated from operating activities 10,35214,208
Cash flows used in investing activities
Purchase of business, net of cash acquired(3,200)(2,134)
Purchase of property, plant and equipment(13,174)(7,614)
Proceeds from sale of property, plant and equipment(h)14,366-
Purchases of intangible assets(1,107)(448)
Advances to associates 11-
Net cash used in investing activities (3,104)(10,196)
Cash flows from financing activities
Repayment of borrowings(16,432)(14,650)
Proceeds from borrowings90,00090,000
Proceeds from share issue11,51011,335
Capital distribution to company shareholders(i)(92,156)(85,752)
Dividends paid to shareholders / non-controlling interests(255)-
Net cash flow from financing activities(7,333)933
Net increase in cash and cash equivalents(85)4,945
Cash and cash equivalents at beginning of period 2,9663,005
Cash and cash equivalents at end of period2,8817,950
23. COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)
EXPLANATIONS OF VARIANCES

(a) There were no gains on disposal of assets anticipated in the PFI. The Group entered into several sale and leaseback
transactions during the year relating to fleet.
(b) Property rent costs were higher than PFI levels by $2m, this was offset by higher than expected rental income when
compared to PFI, with an overall positive impact to operating profit. Due to the increasing fuel costs throughout the year
ended 30 June 2018 there was a negative impact of delayed fuel recovery from customers which amounted to $1m. Wage
costs were also higher than forecast due to escalating wage rates due to an acute shortage of drivers with the negative
impact being $1m. Vehicle leases were $2m above PFI levels due to more fleet being leased rather than purchased
outright.
(c) There was no additional contingent consideration for the acquisition of MOVE Logistics and Southern Fleet Leasing
made in June 2017 forecast in the PFI. The acquired businesses have traded above expected levels which has resulted in
an additional provision being booked.
(d) Cash was impacted by the increase in trade receivables as described below in (e).
(e) Several large customers have contracted extended payment terms not planned in the PFI. There were also several
material customers who did not pay their accounts due at the end of June 2018 until the 2nd of July.
(f) The majority of this provision relates to the contingent consideration referred to in (c) above.
(g) Reduced receipts from customers are a direct result of items noted in (e) above.
(h) During the year Management sold fleet and entered into leasing arrangements (as referred to in (a) above).
(i) The PFI did not include all of the required distributions to shareholders, in particular the opening share capital position
of the acquired businesses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7475TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018









PricewaterhouseCoopers, 113-119 The Terrace, PO Box 243, Wellington 6140, New Zealand
T: +64 4 462 7000, F: +64 4 462 7001, pwc.co.nz


Independent auditor’s report
To the shareholders of TIL Logistics Group Limited
The consolidated financial statements comprise:
 the consolidated balance sheet as at 30 June 2018;
 the consolidated statement of profit or loss and other comprehensive income for the year then
ended;
 the consolidated statement of changes in equity for the year then ended;
 the consolidated statement of cash flows for the year then ended; and
 the notes to the consolidated financial statements, which include a summary of significant
accounting policies.

Our opinion
In our opinion, the consolidated financial statements of TIL Logistics Group Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 30 June 2018, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carried other services for the Group in the areas of:
 other assurance services relating to the provision of an Investigating Accountants Report for the
Group’s listing profile document;
 financial, tax and information technology due diligence for various business acquisitions; and
 advisory services related to the Initial Public Offering.
The provision of these other services has not impaired our independence as auditor of the Group.






Our audit approach
Overview

An audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Overall Group materiality: $737,000, which represents 2.5% of earnings
before interest and tax, adjusted for costs associated with the reverse
listing, including share based payments, and expenses recognised in respect
of contingent consideration on business combinations.
We chose earnings before interest and tax adjusted for the previously
mentioned transactions because, in our view, it is the most appropriate
benchmark to assess the performance of the Group for the period.
We have determined that there are two key audit matters:
 Accounting for the reverse acquisition
 Contingent consideration on the MOVE business combination
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7677TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018






Key audit matter How our audit addressed the key audit matter
Accounting for the reverse acquisition
As described in note 1.2, to facilitate a
listing on the NZX, Transport Investments
Limited (TIL) (renamed Bowker Holdings
99 Limited) undertook a transaction with
Bethunes Investments Limited (BIL) on 7
December 2017. The transaction resulted
in BIL, as the listed entity, being acquired
via a reverse acquisition by TIL. The
continuing entity was renamed TIL
Logistics Group Limited.

The accounting for the Company’s reverse
acquisition of Bethunes Investments
Limited is a key audit matter due to the
accounting complexity of the transaction,
and the level of audit effort involved.

Management judgement was required to
determine that BIL did not meet the
definition of ‘business’ and could not be
accounted for as a business combination.
Since shares in the Company were
transferred to BIL shareholders in
consideration for the BIL listing,
Management concluded that the
transaction was more appropriately
accounted for as a share based payment.

Additionally, Management applied
judgement to conclude that the basis of
preparation of the financial statements,
including comparative information,
should be analogised to that of a ‘reverse
acquisition’. The financial statements were
therefore prepared as if the business of
Bowker Holdings 99 Limited continued
post transaction. Adjustments were made
to comparative information to remove
assets and liabilities not transferred in the
transaction.

Finally, management exercised judgement
to conclude that certain costs associated
with the transaction, including shares
issued to related parties, were share-based
payments and did not form consideration
for the reverse acquisition.

To obtain an understanding of the transaction, we read
the sale and purchase agreements between the entities
involved and the Listing Profile document. We used an
accounting specialist to challenge the conclusions
reached by management. Our specialist assessed the
Company’s conclusions against the requirements of
the relevant accounting standards, including
interpretation guidance and authoritative support.
These conclusions included:
 the use of reverse acquisition accounting as the
basis of preparation of the financial statements
 the determination that the transaction was a share
based payment, and
 the treatment of the specific costs incurred as part
of the reverse listing transaction as share based
payments.
In determining the treatment of the reverse acquisition
costs, specifically shares provided to related parties,
we considered the nature of the services provided. The
services related to activities associated with obtaining
the listing, rather than being consideration for assets
transferred.

Comparative information disclosed in the financial
statements is that of the continuing business of the
accounting acquirer, TIL. We:
 agreed comparative information to previously
audited consolidation schedules of TIL;
 tested adjustments made by management for
assets and liabilities not transferred as part of the
transaction to the previously audited
consolidation schedules;
 considered the principles applied in disclosing the
changes in equity from the share-based payment
transactions and the resulting net equity of the
carved out TIL business based on our
understanding of the transaction.
Our procedures did not result in any significant
findings surrounding the accounting for the
transaction.







Key audit matter How our audit addressed the key audit matter
Contingent consideration on the MOVE
business combination
In June 2017, TIL acquired MOVE
Logistics Limited. The terms of the sale
and purchase agreement state that
additional contingent consideration is
payable if earnings before interest, tax,
depreciation and amortisation, adjusted
for certain items detailed within the
contract (Adjusted EBITDA) for the year
ended 30 June 2018 exceeds a
predetermined level. The seller and
purchaser have not yet agreed on the exact
Adjusted EBITDA achieved.

The material nature of the provision, and
the significant judgement and estimation
involved in assessing the likely contingent
consideration makes this a key audit
matter.

At year end, management has provided
$2.0 million for estimated contingent
consideration based on:
 their understanding of the terms of the
agreement,
 obtaining independent expert advice
as to the nature and value of the
adjustments to EBITDA, and
 calculating their best estimate of the
amount expected to settle the
obligation.
Refer to note 4 to the financial statements.


In assessing the appropriateness of management’s
estimate of the contingent consideration recognised,
we:
 obtained a copy of the signed sale and purchase
agreement and understood the terms specifically
relating to the contingent consideration;
 obtained a copy of the independent expert’s advice
and assessed their considerations against the
terms of the sale and purchase agreement;
 understood the terms under which management’s
independent expert was engaged; and
 understood management’s assumptions in
calculating their estimate, as well as confirming the
mathematical accuracy of the calculations.
Because of the sensitivity involved in estimating the
contingent consideration, there is a range of values
against which we assessed the value by management.
Based on the procedures performed above, there are
no matters to report.


Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial
statements does not cover the other information included in the annual report and we do not, and will
not express any form of assurance conclusion on the other information. At the time of our audit, there
was no other information available to us.
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 on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7879TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018






Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and 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 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 and ISAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of 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 Kevin Brown.
For and on behalf of:
Chartered Accountants
28 August 2018
Wellington
NZX WAIVER
An NZX Regulation (“NZXR”) decision was received
by TIL Logistics on 17 November 2017 granting TIL
Logistics a 12 month waiver (“Waiver”) from NZX Listing
Rule 5.2.3 to the extent that, following completion of
the acquisition of the transport and logistics business
of Transport Investments Limited, fewer than 25% of the
ordinary shares in TIL Logistics on issue are held by less
than 500 Members of the Public
1
(each holding at least
a Minimum Holding
2
). The Waiver remains subject to the
following conditions
3
:
• TIL Logistics clearly and prominently discloses the
Waiver, its conditions, and its implications in TIL
Logistics’ half year and annual reports, and in any
offer documents relating to any offer of ordinary
shares undertaken by TIL Logistics, during the
period of the Waiver;
• TIL Logistics consistently monitors the total
number of Members of the Public holding ordinary
shares and the percentage of ordinary shares
held by Members of the Public holding at least a
Minimum Holding;
• TIL Logistics notifies NZXR as soon as practicable
if there is any material reduction to the total
number of Members of the Public holding at least
a Minimum Holding of ordinary shares, and/or the
percentage of ordinary shares held by Members
of the Public holding at least a Minimum Holding;
and
• TIL Logistics provides NZXR with a written
quarterly update of the total number of Members
of the Public holding ordinary shares holding at
least a Minimum Holding and the percentage of
ordinary shares held by Members of the Public
holding at least a Minimum Holding. The quarterly
updates are from the date the Waiver is granted,
for the period of the Waiver. The updates are to be
provided to NZXR within ten business days of the
end of each quarter.
The implication of the Waiver is that the majority of TIL
Logistics’ ordinary shares will not be widely held and
there may be reduced liquidity in the shares.
1 As that term is defined in the NZX Listing Rules.
2 As that term is defined in the NZX Listing Rules.
3 Further information regarding the Waiver can be found in TIL Logistics’
NZX Listing Profile dated 17 November 2017 prepared in connection
with the acquisition of the transport and logistics business of Transport
Investments Limited, a copy of which can be found on TIL Logistics’
website, www.til.kiwi.
NZX WAIVER

8081TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018ADDITIONAL STATUTORY INFORMATIONADDITIONAL STATUTORY INFORMATION
ADDITIONAL STATUTORY
INFORMATION
DIRECTORS
The following persons were Directors of TIL Logistics Group and its subsidiaries at the year ended 30 June 2018:
Director
Trevor JanesIndependent Chairman
Lorraine WittenIndependent Director
James RamsayExecutive Director
Greg KernNon-Executive Director
Danny ChanIndependent Director
The following persons were Directors of TIL Logistics Group and ceased to hold office during the year ended
30 June 2018:
DirectorDate Ceased
Christopher Swasbrook6 December 2017
Ian Halsted6 December 2017
Aaron Titter6 December 2017
GENERAL DISCLOSURE OF INTERESTS BY DIRECTORS
In accordance with Section 140(2) of the Companies Act 1993, and the Financial Markets Conducts Act 2013, the
company maintains an interests Register in which all relevant transactions and matters involving directors are recorded.
The Directors named below have made a general disclosure of interests current to 30th June 2018.
Director Name of Business or Entity Nature of Activities
of that Business or Entity
Nature and Extent
of Your Interest
Trevor Janes Abano Healthcare Ltd Dental Provider Chairman
Accident Compensation CorporationCrown EntityDeputy Chair
NZ Markets Disciplinary Tribunal NZX Regulator Member
Postal Network Access CommitteePostal Regulation Member
Tokelau International Investment Fund Investment Chair
KiwiRail Holdings Ltd/NZ Rail
Corporation*
LogisticsChair
*Trevor Janes resigned from KiwiRail Holdings Ltd on 30 June 2018
Lorraine Witten Rakon LimitedGlobal Technology Business Director
StarNow Limited Internet Job Service Chair
Soltius Limited Software Service and ProductChair
vWork LimitedSoftware for Mobile Workforce Chair
Simply Security Security Guard Services Chair and Shareholder
Corrections DepartmentNZ Prison ServiceAdvisor to Audit & Risk
Greg Kern Kern Group (Logistics) Pty LtdFinancial AdvisoryDirector
Kern Group Pty LtdFinancial AdvisoryDirector
Danny Chan Farmers Mutual Group InsuranceDirector
NZX Markets Disciplinary Tribunal Markets DisciplineMember
SimTutor Limitede-learningDirector/Shareholder
Superthriller Jet Sprint LimitedEntertainmentShareholder
Fastcom LimitedIT ServicesShareholder
iMonitor Interllectural Property Ltd Temperature MonitoringShareholder
The Digital Café LimitedDigital Promotion/MarketingShareholder
QEX Logistics LimitedLogisticsDirector
Orient Pacific Management Limited Financial ServicesDirector/Shareholder
James RamsayHooker Bros Investments LtdInvestmentDirector/Shareholder
Bowker Holdings No.42 LtdInvestmentDirector
Bowker Holdings 99 LtdInvestmentDirector
Hooker Bros (1989) LimitedInvestmentDirector/Shareholder

8283TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018ADDITIONAL STATUTORY INFORMATIONADDITIONAL STATUTORY INFORMATION
DIRECTORS SHARE DEALINGS
In accordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013, the Board has received
disclosures from the directors named below of acquisitions or dispositions of relevant interest (as defined in the Financial
Markets Conduct Act 2013) in the company between 7 December 2017 and 30th June 2018, and details of those dealings
were entered in the company’s interests register.
Director TransactionNumber of SharesPrice per ShareDate
Greg KernSale of Ordinary Shares766,667$1.5019 April 2018
Sale of Ordinary Shares100,000$1.7820 April 2018
Transferred148,639$1.9324 April 2018
DIRECTORS SHAREHOLDINGS INTERESTS
As at 29 June 2018
DirectorTotal Shares Held
Trevor Janes966,667
Lorraine Witten100,000
James Ramsay67,587,326
Greg Kern5,507,153
Danny Chan766,667
USE OF COMPANY INFORMATION
There were no notices from Directors of the company pursuant to section 145 of the Companies Act 1993 requesting to
use Company information received in their capacity as directors that would not otherwise have been available them.
REMUNERATION OF DIRECTORS
The table below sets out the total of the remuneration and the value of other benefits received by each Director.
Director Board FeesAudit & Risk CommitteeGovernance & Remuneration CommitteeShares & Other PaymentsTotal Remuneration FY18Total Remuneration FY17
Trevor Janes75,833--450,000525,833-
Lorraine Witten40,8335,833-150,000196,666-
James Ramsay40,833---40,833-
Greg Kern40,833-5,8339,695,5059,742,171-
Danny Chan40,833--150,000190,833-
SUBSIDIARY COMPANY DIRECTORS
The following persons held office in subsidiary companies during the year. Employee directors of subsidiary companies
appointed by the Group do not receive director’s fees or other benefits in their capacity as director. The remuneration
of such employees, received as employees, are included in the relevant bands for remuneration disclosed under
Remunerations of Employees.
Company Directors
Alpha Customs Services LimitedClayton Imbs Alan Terris Gregory Whitham
Appian Transport Limited James RamsayGregory Whitham
Global Logistics Group Limited Russell DalyGregory Kern James Ramsay Alan Terris Gregory Whitham
Hookers Shipping Lmited James RamsayAlan Terris Gregory Whitham
McAuley's Transport Limitd James RamsayAlan Terris Gregory Whitham
MOVE Logistics Limited James RamsayAlan Terris Gregory Whitham
Multi Trans Heavy Haul LimitedDavid Brown James RamsayGregory Whitham Malcolm Templeton
NZL Group Limited James RamsayAlan Terris Gregory Whitham
Pacific Asset Leasing Limited James RamsayAlan Terris Gregory Whitham
Pacific Fuel Haul Limited James RamsayAlan Terris Gregory Whitham
Southern Fleet Leasing LimitedJames RamsayAlan Terris Gregory Whitham
Transport Investments Limited Danny ChanTrevor JanesGregory Kern James Ramsay Lorraine Witten
TIL Freighting Limited James RamsayAlan Terris Gregory Whitham
TNL Freighting Limited James RamsayGregory Whitham
TNL Logistics Limited James RamsayAlan Terris Gregory Whitham
TNL International Limited Clayton Imbs John LowdenShayne MiersAlan Terris
Transport Nelson Limited James RamsayGregory Whitham
CEO REMUNERATION DISCLOSURE
FY18
SalaryBenefitsFixed Remuneration SubtotalShort Term Incentive (STI)Long Term Incentive (LTI)SubtotalTotal Remuneration (single figure)
$$$$$$$
James Ramsay100,00014,345114,345---114,345
Alan Pearson126,9238,727135,650---135,650
FY17
James Ramsay150,00024,000174,000---174,000
Notes to CEO Remuneration
1. On 19th March 2018, Alan Pearson was appointed to take over the position of TIL Logistics Group CEO replacing James Ramsay.
2. Benefits include employer Kiwisaver contributions and FBT.
3. Alan’s base salary is $440,000.
4. Alan will participate in a short term incentive scheme and a long-term incentive performance share rights plan. These are yet to be
finalised. The performance targets are currently being finalised by the board. Once complete the STI and the LTI will be able to be
reported on.

8485TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018ADDITIONAL STATUTORY INFORMATIONADDITIONAL STATUTORY INFORMATION
EMPLOYEE REMUNERATION
The number of employees of the Company (not being directors of the Company) who received remuneration and other
benefits in their capacity as employees that in value was or exceeded $100,000 per annum was as follows:
Remuneration No. of Employees
$100,000 - $109,99983
$110,000 - $119,99960
$120,000 - $129,99931
$130,000 - $139,99912
$140,000 - $149,9995
$150,000 - $159,9993
$160,000 - $169,9994
$170,000 - $179,9991
$180,000 - $189,9992
$190,000 - $199,9991
$200,000 - $209,9990
$210,000 - $219,9990
$220,000 - $229,9992
$300,000 - $309,9991
$310,000 - $319,9990
$320,000 - $329,9990
$330,000 - $339,9991

SPREAD OF SECURITY HOLDERS
as at 29 June 2018
Size of Shareholding Number of HoldersTotal Shares Held % of Shares
1-1000809143,6940.18%
1100-500065189,4760.22%
5001-1000021160,3970.20%
10001-100000261,300,7161.60%
100001 or more 1879,665,20097.80%
93981,459,483100.00%
SHAREHOLDER INFORMATION
The names and holdings of the twenty largest registered shareholders in the Company as at 29 June 2018 were:
Total Shares Held % of Shares
Bowker Holdings 99 Limited 66,253,992 81.33%
Kern Group (Logistics) Pty Limited 5,173,819 6.35%
Gregory Whitham 1,308,534 1.61%
Alan Paul Terris & Moya Ruth Terris & Terris Trustees Limited 1,000,000 1.23%
Selenium Corporation Limited 966,667 1.19%
Danny Chan 766,667 0.94%
James Ramsay & RMY Trustees (2010) Limited 666,667 0.82%
Nerida Joy Ramsay & RMY Trustees (2010) Limited 666,667 0.82%
Kevin Garnet Smith 666,667 0.82%
Larry William Stewart & Kaylene Joy Stewart & SR Taranaki Trustees Limited 666,667 0.82%
Brendan Gerrard Paul Prendergast & Joanne Maree Prendergast 333,334 0.41%
Catrina Gabrielle Jane Daly 323,184 0.40%
JB Were (NZ ) Nominees Limited 250,000 0.31%
Kern Group Pty Limited 184,695 0.23%
Alan Pearson 166,667 0.20%
Kern Consulting Group Superfund 148,639 0.18%
Auro Investment Manangement PTY Limited 120,000 0.15%
Murray McLeod Brown & Amanda Helen Brown 102,334 0.13%
Cypress Capital Limited 100,000 0.12%
Jarden Custodians Limited 100,000 0.12%
JBWere (NZ) Nominees Limited 100,000 0.12%
Colin James McAuley & Diane Heather McAuley 100,000 0.12%
Lorraine Mary Witten 100,000 0.12%
SUBSTANTIAL PRODUCT HOLDERS
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct
Act 2013. As at 30th June 2018, details of the Substantial Product Holders in the Company and their relative interests
in the Company’s ordinary shares are shown in the table below. The total number of listed voting securities (ordinary
shares) of the Company as at 30th June 2018 was 81,459,483.
Date of Notice Number of Shares
Bowker Holdings 99 Limited 7 November 2017 66,253,992
Hooker Bros.Investments Limited 7 November 2017 66,253,992
Hooker Bros (1989) Limited 7 November 2017 66,253,992
Kern Group (Logistics) Pty Limited 7 November 2017 5,173,819
Kern Group (Logistics) Pty Limited 7 November 2017 184,695
Kern Consulting Group Superfund24 April 2018 148,639

8687TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018
OTHER INFORMATION
NZX Waiver
The following waiver has been granted to NZX or relied upon by NZX in the 12-month period ended 30 June 2018:
An NZX Regulation (“NZXR”) decision was received by TIL Logistics on 17 November 2017 granting TIL Logistics a
12-month waiver (“Waiver”) from NZX Listing Rule 5.2.3 to the extent that, following completion of the acquisition of the
transport and logistics business of Transport Investments Limited, fewer than 25% of the ordinary shares in TIL Logistics
on issue are held by less than 500 Members of the Public (each holding at least a Minimum Holding).
Full details of the conditions are on page 79 of the Financial Statements section of the Annual Report.
Auditor’s Fees
PWC has continued to act as auditor of TIL Logistics Group and its subsidiaries. The amount payable by TIL Logistics
Group.
During the year ended 30 June 2018, the amount payable by TIL Logistics Group to PwC as audit and review fees was
$303,000. The amount of fees payable to PWC for non-audit work during the year ended 30 June 2018 was $712,000.
This is detailed in Note 8 of the Financial Statements section of the Annual Report.
Donations
The company and its subsidiaries made donations totalling $78,000 during the year ended 30 June 2018.
ADDITIONAL STATUTORY INFORMATIONCORPORATE GOVERNANCE
CORPORATE GOVERNANCE
At TIL Logistics Group, we believe that good corporate governance is essential to protect the interests of investors and
create and enhance value over the short and long term.
We are committed to conducting business in the right way, ethically and in line with our legal and regulatory obligations.
The Board has adopted corporate policies and procedures that reflect best practice and we follow the principles and
recommendations of the NZX Corporate Governance Code (the Code). We believe that the company’s corporate
governance practices are materially in line with the Code in FY18, with further work being undertaken in some areas to
ensure full compliance. The following pages summarise our corporate governance practices and progress in FY18.
In line with the reverse listing, a formal set of Governance Policies and Charters were developed for the company
and approved by the Board. These can be viewed on the TIL Logistics website at www.til.kiwi/investor-centre-menu/
governance.html.
ETHICAL BEHAVIOUR
TIL Logistics expects its Directors and staff to act with integrity and professionalism and undertake their duties in the
best interests of the company. The company’s Code of Ethics is available on the company website and is available to all
staff.
The Code of Ethics was communicated to all existing staff in FY18 and is included in the New Employee Induction pack.
All employees are required to attest that they have reviewed and understand the scope of relevant governance policies.
TIL Logistics encourages employees to speak out if they have concerns about any area of the company. The avenues for
doing so are detailed in the company’s Whistle Blowing policy which is on the company website.
The Securities Trading Policy, along with the Financial Markets Conduct Act 2013, imposes limitations and requirements
on directors and employees in dealing in the company’s shares. These limitations prohibit dealing in shares while in
possession of inside information and impose requirements for seeking consent to trade.
BOARD COMPOSITION AND PERFORMANCE
The TIL Logistics Group Board comprises three independent Directors, one Non-executive Director and one Executive
Director. Each Director has experience, skills and expertise that are of value to the company. Profiles of Directors are
available on the company website and included in the Annual Report. Directors’ interests are disclosed on page 81 of the
Annual Report.
All Directors were appointed in December 2017 at the time of the reverse listing transaction and will be standing for
election at the 2018 Annual Shareholders’ Meeting.
The roles and responsibilities of the Board are detailed in the Board Charter, which is reviewed at least every two years
and is available on the company website. The Board’s primary objective is to enhance shareholder value and protect the
interests of other stakeholders by improving corporate performance and accountability.
The Board has delegated authority for day to day leadership and management of the business to the CEO, who in turn
has sub-delegated authority to other company management with specified financial and non-financial limits. There is a
Delegations of Authority Policy, which is reviewed annually by the Board.
The number of elected Directors and the procedure for their retirement and re-election at the Annual Meetings is set out
in the Company Constitution. All Directors are involved in the consideration of Board composition and nominations and
take into account a number of factors including qualifications, capability, experience, judgement and skills, and the ability
to work with other Directors. Shareholders may also nominate candidates for election to the Board.
TIL Logistics Chair is required to be an independent Director. The Board supports the separation of the roles of Chair and
CEO and the appointment of an Independent Chair.
Directors are encouraged to undertake appropriate training and education to ensure they remain current on how to
best perform their duties. In addition, management provide regular updates on relevant industry and company issues,
including briefings from senior executives.

8889TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018CORPORATE GOVERNANCE CORPORATE GOVERNANCE
Minutes of each Committee meeting are forwarded to all members of the Board, who are all entitled to attend any
Committee meeting. Each Committee is empowered to seek any information it requires from employees in pursuing its
duties and to obtain independent legal or other professional advice.
The membership and performance of each Committee is reviewed annually.
Management attendance at Committee meetings is by invite only.
Special purpose Committees may be formed to review and monitor specific projects with senior management. In the
case of a takeover offer, TIL Logistics would engage expert legal and financial advisors to provide advice on procedure.
Formal Takeover protocols will be developed in FY19.
The Board committees as at 30 June 2018 were:
CommitteeRoleMembers
Risk Assurance and Audit CommitteeAssist the Board in its oversight of the integrity
of financial reporting, financial management and
controls, external audit quality and independence,
and the risk management framework
Lorraine Witten (Chair)
Trevor Janes
James Ramsay
Danny Chan
Governance and Remuneration
Committee
Assist the Board to establish and maintain a strong
governance framework overseeing the management
of the company’s people, remuneration and
diversity policies.
Greg Kern (Chair)
Trevor Janes
James Ramsay
Attendance at Board and Committee Meetings
Board
Risk Assurance
and Audit
Committee
Governance &
Remuneration
Committee
TOTAL MEETINGS HELD742
Trevor Janes 742
Lorraine Witten 74
James Ramsay 732
Greg Kern732
Danny Chan74
REPORTING AND DISCLOSURE
TIL Logistics is committed to keeping investors and the market informed of all material information about the Company
and its performance, in a timely manner. In addition to all information required by law, we also seek to provide sufficient
meaningful information to ensure stakeholders and investors are well informed.
The company’s Continuous Disclosure Policy sets out the principles and requirements of this commitment to timely and
balanced disclosures.
For the financial year ended 30 June 2018, the Directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position of the company and facilitate compliance
of the financial statements with the Financial Markets Conduct Act 2013. The Chief Executive and Chief Financial Officer
have confirmed in writing that TIL Logistics Group’s external financial reports present a true and fair view in all material
aspects.
TIL Logistics has a number of initiatives supporting its focus on the environment, people and communities. A formal ESG
framework for the Group will be developed in FY19.
Key corporate governance policies are available on TIL Logistics website: http://www.til.kiwi/investor-centre-menu/
governance.html.
All Directors have access to executives to discuss issues or obtain information on specific areas in relation to matters to
be discussed at Board meetings, or other areas as they consider appropriate.
The Board Committees and Directors, subject to the approval of the Board Chair, have the right to seek independent
professional advice at the Company’s expense, to enable them to carry out their responsibilities.
The Company has arranged a policy of Directors’ and Officers’ liability insurance which is underwritten by Vero Liability
Insurance Limited. This ensures that any monetary loss suffered by Directors and Officers, as a result of actions
undertaken by them as Directors or Officers, is capped to specified limits (subject to legal requirements or restrictions).
The Board monitors its own performance and will, from time to time, commission an external review to assess the
performance of individual Directors and the Board’s effectiveness.
The Company has written agreements with each Director, outlining the terms of their appointment.
The Board is satisfied that each Director has the necessary time available to devote to the position, broadens the Board’s
expertise and has a personality that is compatible with the other Directors.
DIVERSITY
Diversity at TIL Logistics refers to characteristics of individuals and includes factors such as gender, marital status,
religious belief, colour, race, ethnic or national origin, disability, age, political opinion, employment status, family status
or sexual orientation. It encompasses the ways our people differ in terms of their education, life experience, job function,
work experience, personality, location and career responsibilities. The key aspects that we are seeking are diversity
of thinking and skills, as these attributes are most likely to assist TIL Logistics in delivering better outcomes for our
stakeholders.
Diversity at TIL Logistics is about the commitment to equal employment opportunities and treating all individuals fairly
and with respect.
TIL Logistics has a diverse workforce and we recognise that everyone has individual differences which can be leveraged
to create stronger teams and which will ultimately drive stronger business performance.
Our approach to diversity is outlined in the Diversity Policy, which is available on the company website. In FY19, the
Board and Management will adopt measurable objectives to support diversity. Key areas of focus are:
• Recruitment and retention of a diverse workforce
• Supportive working environment
• People development
• Recognition and reward based on merit
As at 30 June 2018, females represent 8% of Directors and Senior Executive of the company. Senior Executive as it
is used in the table below refers to the Chief Executive Officer and Senior Executives reporting directly to the Chief
Executive Officer. Females represented 15% of all employees of the company. Given that TIL Logistics joined the NZX in
December 2017, prior year metrics are not available. These will be provided in FY19.
FY18Female MaleFemale % Male %
Board 1420%80%
Senior Executive 080%100%
All Employees 214118915%85%
BOARD COMMITTEES
The Board has delegated a number of its responsibilities to Committees to assist in the execution of the Board’s
responsibilities.
The use of Committees allows issues requiring detailed consideration to be dealt with separately by members of
the Board with specialist knowledge and experience, thereby enhancing the efficiency and effectiveness of the
Board. However, the Board retains ultimate responsibility for the functions of its Committees and determines their
responsibilities.
The Committees meet as required and have terms of reference (Charters), which are approved and reviewed by the
Board.

9091TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018CORPORATE GOVERNANCE CORPORATE GOVERNANCE
REMUNERATION
Remuneration of Directors and senior executives is the key responsibility of the Governance and Remuneration
Committee. External advice is being sought to ensure remuneration is benchmarked to the market for senior
management positions and Board positions.
Details of Director and Executive Remuneration in FY18 are provided on pages 82 to 83.
RISK MANAGEMENT
The Board has overall responsibility for the Company’s system of risk management and internal control and has
procedures in place to provide effective control within the management and reporting structure.
In addition, the Risk Assurance and Audit Committee (RAAC) provides an additional and more specialised oversight of
Company risks. The RAAC Charter details the specific responsibilities of the Committee regarding Risk Assurance.
Financial statements are prepared monthly and are reviewed by the Board progressively throughout the year to monitor
management’s performance against budget goals and objectives, and the Board requires managers to identify and
respond to risk exposures.
In addition, a quarterly formal risk assessment review is presented to the Board by the CEO, which identifies areas of
exposure and strategies to mitigate these.
A structured framework is in place for capital expenditure, including appropriate authorisation and approval levels which
place a high emphasis on the commercial logic for the investment. The Board has set limits to management’s ability to
incur expenditure, enter contracts and acquire or dispose of assets.
Risk profiles which identify, assess, monitor and report the Company’s key business risks are formally reviewed by the
Board quarterly. These risk profiles also identify the key risk mitigation strategies which are in place.
Crisis plans are being developed along with agreed protocols on actions to be taken and external and internal
communication protocols.
Occupational Health and Safety statistics and reported data from each business are reviewed at each Board meeting.
This includes serious and minor incidents along with near misses and corrective actions and internal training schemes.
HEALTH AND SAFETY
The Board is committed to taking all reasonably practicable steps to ensure a high quality, safe and healthy environment
for all TIL Logistics people and anyone in the company’s workplaces. The Board’s intent is to prevent harm and promote
wellbeing for employees, contractors and customers.
Health and Safety is discussed at all Board meetings.
Each division completes monthly HES reports and these are analysed and reviewed by the National Health & Safety
Committee and collated into a report for the Board Meetings.
Trends on Total Recorded Incidents, lost time injuries, serious harm injuries and serious vehicle accidents are presented as
well as Division trends in each area. Updates on all key HES projects and details on any serious hard injuries for the Year.
Over the last 12 months there has been a process of the different business units working as a team on process
improvement projects and group sharing of information pertaining to accidents, injuries and near misses.
• There have been updates to our Safety Software and our ongoing training has improved Nationwide.
• Safety talks have increased to allow staff to have more in-depth knowledge of potential incidents
• Increased emphasis on Health Monitoring which has highlighted areas of concern for individuals
AUDITORS
External audit
For the year ended 30 June 2018, PricewaterhouseCoopers was the external auditor of TIL Logistics Group Limited.
The Risk Assurance and Audit Committee monitors the ongoing independence, quality and performance of the external
auditors and audit partner rotation. The Committee pre-approves any non-audit work undertaken by PWC. The non-audit
services in the year ended 30 June 2018 are set out in the Annual Report. Those services were provided in accordance
with the company’s External Auditor Independence Policy and were assessed by the Risk Assurance and Audit
Committee as not affecting PWC’s independence. The fees paid for audit and non-audit services in FY18 is identified on
page 86 of the Annual Report. The external auditors will attend the 2018 Annual Shareholders Meeting.
Internal Audit
TIL Logistics has a number of internal controls, including controls for computerised information system, security, business
continuity management, insurance, health and safety, conflicts of interest, and prevention and identification of fraud. A
formal Internal Audit function and framework will be developed in FY19.
SHAREHOLDER RIGHTS AND RELATIONS
The Board is committed to open and regular dialogue and engagement with shareholders. TIL Logistics has developed
an investor relations programme which includes regular dialogue with investors, analysts and investor meetings, and
earnings announcements. The programme is designed to provide shareholders and other market participants the
opportunity to obtain information, express views and ask questions.
Shareholders are actively encouraged to attend the Annual Meeting and may raise matters for discussion at this event,
and vote on major decisions which affect TIL Logistics. Voting is by poll, upholding the ‘one share, one vote’ philosophy.
Shareholders are also able to vote by proxy ahead of meetings without having to physically attend those meetings.
Shareholders are encouraged to communicate with the company and its share registry electronically.
In addition to shareholders, TIL Logistics has a wide range of stakeholders and maintains open channels of
communication for all audiences, including brokers, the investing community and the New Zealand Shareholders’
Association, as well as its staff, suppliers and customers.
TIL Logistics has a number of policies which uphold stakeholder interests including but not limited to the Securities
Trading Policy, Market Disclosure Policy and Code of Conduct.

92TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2018GLOSSARY
GLOSSARY
Pro forma historical financial information has
been sourced from audited and unaudited financial
statements and management reports that are available
on the TIL Logistics Website under Investor Centre/
TIL Transaction. Details of consolidation and other pro
forma adjustments can be found in the Supplementary
Financial Information on the TIL Logistics website under
Investor Centre/TIL Transaction.
Non-GAAP financial information: TIL Logistics Group
uses several non-GAAP measures when discussing
financial performance. These include Earnings Before
Interest, Tax, Depreciation and Amortisation, Share of
(Loss)/Profit of Associates and Impairment of Goodwill
(EBITDA), adjusted EBITDA excluding non-trading costs
and adjusted Net Profit/Loss After Tax (NPAT/NLAT)
excluding non-trading costs. Management believes
that these measures provide useful information on
the underlying performance of TIL Logistics’ business.
Reconciliations of the non-GAAP measures to GAAP
measures, can be found in TIL Logistics Group’s
FY18 Financial Statements that are available on the
company’s website.
EBITDA refers to Earnings Before Interest, Tax,
Depreciation and Amortisation excluding income from
associates. EBITDA and pro forma EBITDA are non-
GAAP profit measures. TIL considers that pro forma
EBITDA, which normalises performance for certain
structural changes within the business and removes the
impact of a number of non-recurring items, allows for a
better comparison of operating performance over the
historical and PFI period and for comparison with that
of other company. Reconciliations between pro forma
EBITDA and GAAP profit measures are contained within
the Supplementary Financial Information.
FY18 EBITDA is Earnings Before Interest, Tax,
Depreciation and Amortisation, Share of (Loss)/Profit of
Associates and Impairment of Goodwill (EBITDA)
NPAT/NLAT refers to net profit/loss after tax. Pro
forma NPAT in FY2015-FY2018F represents NPAT
after allowing for pro forma adjustments as discussed
under the heading “Financial Information Presented”
above. There are no pro forma adjustments included
in the FY2019F NPAT. Pro forma NPAT is a non-GAAP
measure. Reconciliations between pro forma NPAT
and GAAP profit measures are contained within the
Supplementary Financial Information.
Adjusted EBITDA/Adjusted NPAT: Removes the
impact of non-trading costs. The Board believes this
provides a better reflection of the company’s underlying
performance.
Pro forma net cash flows from operating activities
is a non-GAAP profit measure. Pro forma net cash
flows from operating activities have been calculated
as net cash flows from operating activities adjusted
for the cash impact of the pro forma adjustments.
The Supplementary Financial Information contains
reconciliations between pro forma net cash flows from
operating activities and GAAP profit measures.

DIRECTORS
Danny Chan
Appointed 6 December 2017
Trevor Janes
Appointed 6 December 2017
Gregory Kern
Appointed 6 December 2017
James Ramsay
Appointed 6 December 2017
Lorraine Witten
Appointed 6 December 2017
RISK ASSURANCE & AUDIT COMMITTEE
Lorraine Witten (chair)
Trevor Janes
James Ramsay
Danny Chan
REGISTERED OFFICE AND ADDRESS FOR SERVICE
330 Devon Street East
New Plymouth
AUDITORS
PricewaterhouseCoopers
113-119 The Terrace, Wellington
PricewaterhouseCoopers
The PwC Centre
Level 7, 54 Gill Street, New Plymouth
BANKERS
ASB Bank
North Wharf
12 Jellicoe Street, Auckland
SOLICITORS
Harmos Horton Lusk Limited
Vero Centre
48 Shortland Street, Auckland
SHARE REGISTRAR
Link Market Services Limited
Deloitte Centre
80 Queen St, Auckland
GOVERNANCE AND REMUNERATION COMMITTEE
Gregory Kern (chair)
James Ramsay
Trevor Janes