BLIS Technologies Limited logo

Revenue growth and a profitable second half year

Full Year Results24 May 2023BLTConsumer Staples

ANNUAL
REPORT

2023

FOR THE YEAR ENDED 31 MARCH 2023

ANNUAL REPORT
2

In July 2022 we confirmed a shift in our strategy, aimed at focusing on

our strengths and returning to a sustained profitable trading position.

Our strengths centre around scientific discovery and probiotic innovation.

Sustained profitability will be driven by growth of Business to Business

(B2B) revenues through partnerships with established market players

rather than investment to build new consumer brands and markets.

BRIAN WATSON, CEO

BLIS TECHNOLOGIES LIMITED
3

CONTENTS

FY23 SUMMARY 5

CHAIR’S REPORT 6

CHIEF EXECUTIVE’S REPORT 8

ESG UPDATE 14

MY GREEN LAB 16

GLOBAL CONNECTIONS 17

BOARD OF DIRECTORS 19

EXECUTIVE TEAM 22

STATEMENT OF CORPORATE

GOVERNANCE 23

DIRECTORS’ INTERESTS 36

DIRECTORS’ RESPONSIBILITY

STATEMENT 38

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME 41

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY 42

CONSOLIDATED BALANCE SHEET 43

CONSOLIDATED STATEMENT OF

CASHFLOWS 45

NOTES TO AND FORMING PART

OF THE CONSOLIDATED FINANCIAL

STATEMENTS 46

ADDITIONAL STOCK EXCHANGE

INFORMATION 76

INDEPENDENT AUDITORS REPORT 78

COMPANY DIRECTORY 82

ANNUAL REPORT
4

BLIS TECHNOLOGIES LIMITED
5

FY23 SUMMARY

PROBI STRATEGIC

PARTNERSHIP

• Probi supply of licensed BLIS K12



and BLIS M18


• First royalty payments

R&D PROGRESS

• Completion of 2 new R&D

collaboration projects with Probi

• 12 new publications on our

probiotic strains

• Patent filings: new filing for

probiotic enhancements for BLIS

K12


and BLIS M18


STRATEGY RESET

• Restructured and reset people

resource and roles into B2B

and B2C sales channel teams

• Narrowed B2C priorities and

good transition progress for

deprioritised markets

• 2HY23 positive EBITDA

TRADING

REVENUE

+14%

on prior year

NET DEFICIT

$

10.2m

$

1.4m

EBITDA LOSS

2HY23

positive EBITDA

$

0.6m

B2B

REVENUE

+

11

%

B2C

REVENUE

+

21

%

CHAIR’S
REPORT

FULL YEAR REPORT

ANNUAL REPORT

6

Key financial targets are trending

in the right direction, with revenue

up by 14% to $10.2m. The strategy

refresh resulted in a renewed

focus on Business to Business (B2B)

opportunities and the decision to

discontinue both the Direct-to-

Consumer business in Canada and

marketing of Blis’ skincare brand

Unconditional Skincare Co. Excluding

revenue from Canada and sales of

Unconditional Skincare Co., revenue

grew by 20% on the prior year.

Blis achieved revenue growth

across all revenue categories;

ingredient sales, royalty revenue

and Business to Consumer (B2C)

sales. This revenue growth and

reduced new brand development/

market investment resulted in

an improvement in the EBITDA

position. The EBITDA deficit for

the FY23 year was $0.6m, which

compares with a $2.1m deficit in the

previous year.

In the FY23 Half Year Report we

noted that costs associated with

the strategy reset (excl. intangibles)

were $0.3m. This amount included

our best estimate of the cost of

withdrawing from the Canadian

market. The actual costs of closing

our Canada business have been

lower than expected, with retailers

achieving a higher than expected

sell through. The costs of the

strategy refresh have accordingly

reduced to $0.1m.

Blis has enjoyed an improved

trading result in the second half

of the financial year, with positive

cash earnings. A positive EBITDA of

$0.6m was achieved in the second

half of the year. This provides a

platform which we can build on for

the coming year.

The final result for FY23 is a loss of

$1.4m, which compares to a loss of

$2.7m in the prior year.

Blis Technologies Limited’s (Blis) financial performance continues to improve.

We have seen a rebound in revenue from Europe, the first revenue from

our strategic partnership with Probi AB and early signs of an improved

performance following the strategy reset which was announced in July 2022.

DEAR SHAREHOLDER

BLIS TECHNOLOGIES LIMITED
7

Blis remains in a strong financial

position with cash and cash

equivalents and short term deposits

of $8.3m.

I would like to acknowledge and

thank all of our staff for their

commitment and contribution

over the past year. The easing of

COVID restrictions and the opening

of borders has enabled our team

to re-connect with customers and

partners and to participate in key

industry events.

STRATEGY RESET

Our strategy reset in July 2022

focused the company on prioritising

revenue growth through B2B

sales opportunities. These B2B

revenue opportunities are

characterised by the sale of BLIS

probiotic ingredients, the licensing

of formulation and ingredient

technologies, and the provision of

private label offerings.

By doing this, Blis remains focused

on its strength of delivering

probiotic innovation and is actively

seeking the right partners to scale

these technologies in market.

This focused B2B approach has

moved Blis away from direct selling

to customers other than in the

NZ market and on the Amazon

platform where Blis has established

market positions. Blis will continue

its R&D investment to enhance

its capabilities and to support a

robust pipeline of new probiotic

technologies.

To be successful, in global markets,

the Board recognises that we

need to work with partners who

have a strong market presence.

The relationship Blis established in

July 2021 with Probi represents a

blueprint for this strategy and this

complements our long standing

ingredient distributor relationships

in Europe with Bluestone Pharma

and in Japan with Tradepia

Corporation.

As part of the strategy refresh and

current US market conditions we

have decided to consolidate our US

sales activity with Probi. As a result,

our longstanding relationship with

Stratum Nutrition will come to an

end in August 2023.

Blis also has interest for the

licensing of its skincare ingredient

BLIS Q24™. There are early signs

of a commercial market for our

innovative skincare product. We

will continue to keep shareholders

updated as commercial negotiations

advance.

DIRECTORS

Tom Rönnlund resigned from the

Board in December 2022 after

stepping down as Chief Executive of

Probi AB. Tom was replaced on the

Board by Dr Jörn Andreas.

Jörn is the President Scent & Care

and Member of Executive Board

of Symrise AG, and is a Director

of Probi AB. Jörn has extensive

experience from the ingredients

industry globally, specifically

across the probiotic, fragrance and

cosmetic markets and he brings a

global perspective of key markets to

the Board.

Tony Balfour has been a director

since April 2020 and retires by

rotation at the 2023 Annual

Shareholders Meeting. Tony has

decided not to seek re-election

and he will retire from the Board

at the conclusion of the annual

shareholder meeting.

OUTLOOK

Good progress has been made on

our key objective of returning the

company to a profitable trading

position. The coming year will see

a continued focus on both growing

revenue and enhancing research

and development capabilities.

Geoff Plunket

Chair

ANNUAL REPORT
8

CHIEF EXECUTIVE’S

REPORT

FULL YEAR REPORT

8

STRATEGY RESET

In July 2022 we confirmed a shift in our strategy, aimed

at focusing on our strengths and returning to a sustained

profitable trading position. Our strengths centre around

scientific discovery and probiotic innovation. Sustained

profitability will be driven by growth of Business to

Business (B2B) revenues through partnerships with

established market players rather than investment to

build new consumer brands and markets.

Our B2B revenue focus includes growing our existing

BLIS probiotic ingredient sales, further developing

our finished product capabilities to support private

label opportunities, and generating royalty revenue

from licensing our technology and innovation. While

we have increased focus on our B2B opportunities,

we have rationalised our Business to Consumer (B2C)

market priorities. Our B2C market focus is now on

profitable growth of established sales channels rather

than heavy investment to open new markets and build

new consumer brands, a key factor supporting a quicker

return to profitability.

Underpinning our strengths in scientific discovery and

probiotic innovation, we reconfirmed our commitment

to ongoing research and development (R&D) investment.

This investment will support a platform of B2B

opportunities into the future.

PROGRESS WITH THE STRATEGY

RESET

The key enablers for our strategy reset have been

implemented. We now work to build on these through

FY24 and to complete our managed withdrawal from

B2C online selling in Canada by October 2023.

BLIS TECHNOLOGIES LIMITED
9

BLIS TECHNOLOGIES LIMITED

9

What we have achieved since the strategy reset in July

2022:

• 2HY23 positive EBITDA and profit;

• Restructured and reset people resource and roles

into B2B and B2C sales channel teams;

• Transition out of Unconditional Skincare Co. (USC)

and retail sales in Canada;

• Reset innovation pipeline to support prioritisation

of B2B revenue opportunities;

• Probi

»The first BLIS K12™ and BLIS M18™ royalty

revenues received

»Transition plan of all North America selling

activity

»R&D projects completed – both research and new

product development;

• Growth of prioritised B2C markets.

The table below summarises revenue in line with

previous years reporting. Following the strategy reset

we restructured our sales and marketing teams into

B2B (ingredients, private label sales and royalties) and

B2C (BLIS branded finished product sales) sales channel

teams, and this categorisation will be used in future

reporting to reflect our strategic intent.

Revenue $’000

FY23FY22

Ingredient6,43763%5,86065%

Finished

Product

3,51434%2,93733%

Royalties2843%1682%

Total10,235100%8,965100%

Business to

Business - B2B

6,76966%6,07668%

Business to

Customer – B2C

3,46634%2,88932%

Total10,235100%8,965100%

PERFORMANCE

Overall company trading revenue in FY23 was $10.2m,

being 14% growth on the prior year, with an EBITDA loss

of $0.6m and a net deficit of $1.4m. In the second half of

FY23, we delivered a positive EBITDA of $0.6m and a net

profit of $0.3m.

Total expenses for FY23 decreased by $0.3m to $11.9m

compared to the prior year. This includes the cost of sales

associated with the $1.0m of additional revenue, but

also includes one off strategic reset costs of $0.3m for

impairment of intangibles for Unconditional Skincare

Co. brand assets, $0.1m for restructure and Canada stock

impairment, and the costs incurred in market for Canada

retail and USC activity prior to the strategy reset.

A positive operating cash flow for FY23 of $0.1m was

in contrast to a $2.3m deficit in the prior year. Total

cash and cash equivalents decreased by $4.3m as a

term deposit of $4.0m was reclassified as a “Short term

deposit”. Total cash and short term deposits of $8.3m

provide a sound base to support the future activities of

the company.

Total Revenue $’000

FY23FY22

GROWTH %

Business to

Business – B2B

6,7696,07611%

Business to

Customer – B2C

3,4662,88921%

Total 10,2358,96514%

B2B sales channel performance

Revenue from B2B sales grew by 11% on the prior

year. This growth was supported by a 10% growth

in ingredient sales and the establishment of royalty

revenue from the Probi relationship. The Probi

partnership has moved to the next phase with the

commencement of royalty payments by Probi on sales

of licensed BLIS K12™ and BLIS M18™. These royalties

will complement our own direct and distributor-based

ingredient sales.

ANNUAL REPORT
10

CHIEF EXECUTIVE’S REPORT CONTINUED

The standout performer in FY23 for ingredients was

Europe with sales returning to volumes seen prior to

the COVID pandemic. Japan and Rest of World (ROW)

sales have tracked similar to FY22, while the US declined

on the prior year. (See further commentary on these

dynamics within the regional performance section).

In line with our B2B focus we have engaged with

established brands in the cosmetic skincare market

with our innovative live probiotic serum technology.

We are encouraged by the response and interest which

has validated our view of a commercial market for

this product. In the new financial year we anticipate

advancing negotiations and will keep shareholders

updated.

B2C sales channel performance

Past focus on opening new markets for our branded

finished goods required significant upfront investment.

Our shift in focus to a narrow mix of markets where we

have already established a presence has contributed to

the return to profitability in the second half of FY23.

B2C sales revenue grew by 21% over the prior year.

Stand out performance included Amazon US sales that

grew at 50% and growth in our Daigou sales of 600%

compared to the prior year.

In line with this narrowed B2C focus we have been

transitioning out of Canada Pharmacy retail selling

activity and have stopped new investment in this market.

We will instead focus on B2B opportunities in Canada

and have late-stage opportunities progressing through

regulatory requirements for the market. The actual

costs of closing our Canada business have ended FY23

lower than expected, with retailers achieving better sell

through of stock in market.

As part of the strategy reset, we also made the decision

to withdraw our skincare brand Unconditional Skincare

Co. from the local market and focus on utilising this

technology to open up B2B opportunities. By targeting

established brands we see an attractive revenue stream

related to both ingredient sales and royalty payments

for our innovative probiotic serum formulation. This has

had an immediate impact on our bottom line as we no

longer have the significant investment requirements to

establish a new brand in this highly competitive cosmetic

skincare market.

REGIONAL PERFORMANCE

Asia Pacific (APAC)

Revenue $’000

FY23FY22

B2B1,2341,247

B2C2,1311,718

Total Revenue3,3652,965

APAC revenue grew 14% on the prior year. B2B revenue

is primarily made up of ingredient sales in Japan which

were flat compared with the prior year. The Japanese

yen devalued significantly against the US dollar placing

significant pressure on customer margins.

The NZ market saw growth on the prior year revenue

of 33%. Contributors to this growth included NZ retail

sales as well as a strong lift in Daigou sales. At the start

of FY23 we focused on supporting a small mix of Daigou

opportunities, selling into both Chinese and Vietnamese

consumers. We have been pleased with the growth this

focus is delivering and will continue to support a select

group of trusted key accounts.

Retail and online sales in NZ (excluding Daigou sales)

grew at 3% over the prior year. Pleasingly we saw 6%

growth in retail sales and foresee ongoing growth locally

as we activate key account selling across the Pharmacy

banner groups and improve our in-store presence across

the Blis range.

Looking forward, we are encouraged by the prospects

for our finished products in the region with a retail

recovery, good webstore performance and Daigou

opportunities targeting Chinese consumers. We also

continue to actively target new ingredient opportunities

in China, Japan, India and Southeast Asia, tapping into

the strong interest in probiotics within our region.

BLIS TECHNOLOGIES LIMITED
11

Europe, Middle East, Africa (EMEA)

Revenue $’000

FY23FY22

B2B4,5672,857

B2C27-

Total Revenue4,5942,857

The region grew by 61% from ingredient sales through

our long-standing distribution partner Bluestone Pharma

(BSP) returning to pre-COVID sales levels. Through

FY23 the easing of previous COVID related restrictions

allowed BSP and their customer base to return to normal

promotional activity including face to face selling to

health professionals. This growth includes a mix of both

new customer relationships and new markets.

North America

Revenue $’000

FY23FY22

B2B9681,972

B2C1,3081,171

Total Revenue2,2763,143

Regional revenue declined by 28% driven from our

ingredient business. In the face of challenging market

conditions and an uncertain economic climate many

existing customers continue to reduce stock levels and

order on a just in time basis. Total B2B revenue also

declined as a result of the change in business model for

the region, with all Probi sales now received as royalty

revenue rather than as an ingredient sale with the

corresponding cost of goods and supply chain costs.

Overall B2B sales declined by 66% in this region.

Following a review of the North American (USA and

Canada) probiotic ingredient market, a decision has

been made to consolidate our representation in this

important market.

Since July 2021 when Blis entered into a strategic

partnership and licensing agreement with Probi AB,

Blis has been represented by both Stratum Nutrition

and Probi AB for ingredient sales in North America.

To address the challenges currently experienced in

this market and to reduce the potential for customer

confusion in market, the revised model will be to work

with Probi AB servicing existing ingredient customers

and securing new business.

In contrast to B2B revenue decline, we have seen

growth in B2C business in the region with Amazon

US sales growing by 50%. Through FY23 we have

implemented new service provider relationships to

optimise our Amazon presence and ensure the right mix

of promotional activity to secure efficient growth.

The exit plan for Canada retail is well progressed.

Retailers have largely sold through stock held in their

supply chains. Sell down of Canada finished products

held within the Blis supply chain will continue through

Amazon Canada. We have been pleased on how this

exit plan has progressed, with the overall impact on

both revenue and provisions for stock returns reducing

significantly on original forecasts. Total B2C performance

for the region year on year has been negatively

impacted by the decision to exit Canada retail.

RESEARCH AND DEVELOPMENT

We have a track record of delivering probiotic

innovation and our strategy reset has reconfirmed an

ongoing commitment to investing in R&D. Current R&D

activity is focused on the commercialisation of existing

technologies to supporting commercial opportunity

aligned with our B2B priorities.

New product development includes enhancing our

skincare offer, a live probiotic serum. To support

commercialisation of this technology we are evaluating

alternative packaging materials, enhancing our

formulation and increasing our evidence base. The

skincare category remains an attractive opportunity

and our serum offer represents the first of a number of

identified technologies for a broader skincare portfolio.

ANNUAL REPORT
12

Following the strategy reset, our commercialisation plans

for skincare is solely through the B2B sales channel.

Targeted revenue sources will include the sale of BLIS

Q24™ ingredient, licensing of formulation technology

and provision of private label offerings.

Other priorities include our probiotic toothpaste.

Current development is focused on final refinements to

the formulation. We are targeting to have an established

proof of concept completed in FY24 that we can present

to potential B2B customers.

Our R&D collaboration with Probi includes completion

of two key projects. An initial collaboration project has

combined probiotic technology from both companies

to validate an exciting new product format for future

commercialisation. A research project has also been

completed with a Swedish academic unit that has

characterised exciting activity of our BLIS M18™ strain.

These are early examples of scientific collaboration that

we will continue to build on as part of our strategic

partnership.

Our R&D activities are complemented with a pipeline of

new intellectual property (IP). Patent activity in process

includes:

• New use patent for BLIS K12™ against respiratory

viral infections progressed to National Phase Entry

examination process.

• New oral composition (BLIS M18™) and new topical

composition (BLIS Q24™) patents completed PCT

phase.

• New patent filing on probiotic enhancers for BLIS

K12™ and BLIS M18™ progressed to PCT phase.

A strength of our probiotic strains has always been the

quality of the scientific and clinical evidence to support

their potential health benefits. Twelve new publications

relating to our strains were published in FY23. To further

strengthen our evidence base Blis continues to support a

number of internal and external clinical trials.

As part of enhancing our profile for probiotic

development and raising the profile of our probiotic

strains and finished product formats we have been

actively presenting at international congress and trade

shows as well as collaborating with international

researchers globally. Locally, the company has supported

several interns through Callaghan Innovations Research

Experience program as well as engaging with students

from the University of Otago.

OUTLOOK

We see the opportunity to grow our B2B revenue

through Probi royalties, our own ingredient sales directly

and sales through our long-established distribution

partners. Along with this we will target finalising new

skincare opportunities in the new financial year.

In the B2C channel our ongoing focus on established

markets will see improvements in contributions from our

branded finished product business.

R&D is focused on finalising new assets for our B2B

selling with skincare and toothpaste being priorities.

The good progress we have made in the 2nd half of

FY23 with revenue growth and a return to profitability

sets us up for a positive year in FY24.

Brian Watson

Chief Executive Officer

CHIEF EXECUTIVE’S REPORT CONTINUED

BLIS TECHNOLOGIES LIMITED
13

ANNUAL REPORT
14

Advance Health

& Wellbeing

• Accessible products

for health

• Focus on product

quality and integrity

• Staff wellbeing

• Economic

contribution

• Support of charities

and sponsorship

• Staff policies: living

wage, development,

diversity

• Understanding of

footprint

• Areas of greatest

relevance - supply

chain, packaging

• Leading behaviour

change

• Research-backed

health solutions

• Research and

academic support

• Innovative product

export earnings

Contribution to

Society

Climate Action

Innovation

and Research

ESG UPDATE

At Blis Technologies, we strive to harness the power of the

microbiome for the health of global consumers. Our products are

used by individuals worldwide to enhance their lives and wellbeing.

We take great pride in our commitment to advancing

probiotic research for the betterment of human health.

As we work towards becoming a leading innovator in

this field, we remain dedicated to ensuring that our

business practices align with solid Environmental, Social

and Governance (ESG) priorities.

We have an active ESG committee made up of functional

representatives that are passionate about sustainability

goals and how we deliver ongoing improvement.

Our ESG focus areas are linked to the UN's Sustainable

Development Goals, and they feed into our business

objectives and values. We have identified priorities that

demonstrate our commitment to environmental, social,

and governance initiatives.

BLIS TECHNOLOGIES LIMITED
15

Advance health and wellbeing:

• We maintain a focus on quality and continuous

improvement across our product range and services

to ensure that we contribute to the health and well-

being of our customers.

• We prioritise the health, safety, and the wellbeing

of our employees, providing ongoing access to a

range of resources and programs. These include a

staff and family counselling program, a Financial

Health Check program, a Flexible Work Policy,

yearly health checks, wellbeing initiatives, and flu

vaccinations.

• As part of our commitment to promoting good

health, we provide free BLIS PROBIOTICS™ product

seconds to our staff, enabling them to enjoy the

benefits of our products and maintain optimal

health.

Be a valuable contributor to society:

• We recognise and value our contribution to

the local economy, including the employment

opportunities we provide, our relationships with

suppliers, and our export revenues.

• We are committed to fostering a positive and

inclusive workplace culture, with policies and

practices that prioritise staff wellbeing and

development. This includes paying the living

wage, offering paid internship opportunities to

local Dunedin graduates to introduce them to

a commercial environment and supporting key

projects within the BLIS science team.

• We support elite athletes by providing discounted

supplies of BLIS PROBIOTICS™ to High Performance

Sport NZ.

• In addition, we are committed to giving back to

the community through our community support

initiatives, which include supporting our local

Hospice and Food Bank.

Reduce our environmental impact:

• In FY21 we proudly became the first New Zealand-

based laboratory to achieve the highest level of

certification in the international My Green Lab

certification process. In FY23, we were recertified

with My Green Lab, and we remain committed to

operating our sites in line with the best practices

identified from the process, maintaining the highest

level of certification.

• At our production site we are committed to waste

reduction, with key performance indicators focused

on reducing waste and promoting a "Right First

Time" culture.

• We use recycled or reusable shipping packaging and

compostable bags for customer orders, minimising

waste and reducing our environmental impact.

• We utilise offshore warehousing to minimise freight

requirements, reducing our carbon footprint and

supporting sustainable transportation practices.

Contribute to an innovation economy:

• We remain committed to pioneering research in

science and health, and delivering evidence-based

solutions that lead the industry.

• As a provider of high-value, innovative products, we

contribute to New Zealand's future export earnings.

• We actively support academic research and promote

collaboration with multiple academic units in New

Zealand and around the world.

• We actively engage in keynote speaking

opportunities at prominent global conferences,

sharing insights and advancing industry knowledge.

KEY INITIATIVES

ANNUAL REPORT
16

MY GREEN LAB

Our Dunedin Laboratory is the first laboratory in New Zealand to

receive “Green” Status in the My Green Lab (MGL) Certification

Program, the highest level of certification.

My Green Lab is a non-profit

organisation that offers

sustainability certification for

laboratories across the globe.

Comprised of a community

of scientists and laboratory

professionals, they actively work to

reduce the environmental impact of

laboratory operations.

My Green Lab is recognised by the

United Nations and partners with

the UN’s Climate Change High-Level

Champions team. The Laboratory

Certification program has been

identified as a Breakthrough

Outcome for the UN-backed “Race

to Zero” campaign, which aims to

halve global emissions by 2030 and

a net-zero world by 2050.

The MGL certification program

is considered the gold standard

for laboratory sustainability best

practices worldwide. Currently there

are over 1300 labs in 39 countries

worldwide that are in various stages

of the certification process with

MGL, with the numbers continuing

to grow.

BLIS TECHNOLOGIES LIMITED
17

We took our technology to the world with some key industry events throughout the

year. Highlights include showcasing our Live Probiotic Serum as a keynote speaker at

the Skin Microbiome conference in Boston in September, and winning Product Idol at

Supply Side West in November.

GLOBAL CONNECTIONS

Presenting our live probiotic serum technology at the

Microbiome Movement: Skin Health & Dermatology

Conference in Boston, USA, where Blis Technologies was an

Industry Partner.

At Supply Side West in Las Vegas, NV, where Chief

Technology Officer John Hale won “Ingredient Idol” for his

presentation on BLIS K12


.

Chief Technology Officer John Hale presents the latest

research on BLIS K12


’s impact against viral upper

respiratory illness at Supply Side West in Las Vegas, NV.

Chief Revenue Officer Jennifer Walker and Global

Ingredients Account Manager Tim Howlett at the

Vitafoods Asia Tradeshow in Thailand.

ANNUAL REPORT
18

BLIS TECHNOLOGIES LIMITED
19

BOARD OF DIRECTORS

ANTONY (TONY)

BALFOUR

Deputy Chair, Independent

non-executive director

Member of People and

Performance Committee

Tony was appointed to the

Board in April 2020. He brings

to the board strong governance

experience following a successful

executive career as an international

marketing and brand management

leader building consumer goods

businesses globally.

Tony has a diverse background of

international experience in driving

FMCG through retail channels and

e-commerce from the leadership

roles he held for Nike Inc,

Icebreaker, Seek.com and Monster

Worldwide. He holds directorships

with The Warehouse Group

Limited, Les Mills International

Limited, RealNZ Limited, Pioneer

Energy and Bluelab Limited.

Tony has previously been a director

of Silver Fern Farms Co-operative

(and subsidiaries), Mt Difficulty

Wines, Boosted.co.nz and Methven

Limited.

GEOFFREY (GEOFF)

PLUNKET

Chair, Independent non-

executive director

Member of Audit and Risk

Committee and People and

Performance Committee

Geoff is a Dunedin based

Professional Director and has been

a director of Blis Technologies

Limited since May 2018, taking over

the role of Chair in July 2021. He

has also previously held the role

of Deputy Chair and Chair of the

Audit and Risk Committee.

Geoff worked for Coopers &

Lybrand (now PWC) and KPMG,

in Dunedin and Birmingham, UK

through the 1980’s before joining

Port Otago Limited in 1988 as Chief

Financial Officer. Geoff spent the

following 29 years with the Port

Otago Group, before retiring in

2017. Geoff worked across the

business in a variety of roles,

culminating in appointment as

CEO in 2004, a position he held

untl retirement. Geoff is also an

independent Director on the Ports

of Auckland.

Geoff is a Fellow of Chartered

Accountants Australia and New

Zealand, and a Member of the

Institute of Directors.

AMELIA (AIMEE)

MCCAMMON

Independent non-executive

director

Member of Audit and Risk

Committee

Aimee is Wellington based and

was appointed to the Board in

October 2021. Aimee is CEO of Pic’s

Peanut Butter. She is an experienced

strategist and brand builder with

deep knowledge of consumer

marketing. Her brand experience

spans an array of New Zealand’s

power brands including Whittaker’s,

Toyota, Lotto, Tourism NZ and 42

Below.

Aimee was previously CEO of

entertainment, advertising and

technology company Augusto

Group. Her career has spanned

roles as General Manager of Peter

Jackson’s Park Road Post Production,

senior management at Assignment

Group and Trade Me, and many

years with the Saatchi & Saatchi

network in Wellington, Auckland

and New York.

Aimee has a Bachelor of Commerce

from Auckland University, and has

completed leadership training at the

Omnicom University in Shanghai.

ANNUAL REPORT
20

BOARD OF DIRECTORS

DR BARRY RICHARDSON

Independent non-executive director

Chair of Audit and Risk Committee

Barry is Dunedin based and joined the Board in July

2018.

He joined the NZ Dairy Board in 1985 after a period in

research and development and also undertook business

development roles in two joint venture companies. In

1991 he joined Tatua Co-op Dairy Co. Ltd to develop a

milk biologics business and was also General Manager,

International and Strategic Development. Barry later

became CEO of Westland Milk Products Ltd when the

company chose to independently market its own dairy

products with the deregulation of the dairy industry at

the end of 2001.

He joined Blis Technologies Ltd in 2006 and after a short

period was appointed CEO until 2016. Barry is currently a

director of CertusBio Ltd.

Barry has a M.Sc. (Hons) in Biochemistry and PhD from

Massey University. He is a past Fellow of the NZ Institute

of Management and a Fellow of the NZ Institute of

Food Science and Technology. In 2003 he received the

prestigious JC Andrews award for distinction in Food

Science and Technology.

DR JÖRN ANDREAS

Non-executive director

Jörn was appointed to the Board in January 2023.

Jörn is the President Scent & Care and Member of the

Executive Board of Symrise AG, a leading supplier of

the fragrance cosmetic industry. Jörn leads the Scent &

Care division from Holzminden, Germany, with the goal

of expanding Symrise’s position in cosmetic ingredients

through targeted investments in innovation and

extending the product portfolio strategically.

He is a Board member of Probi AB, a world leading

Swedish listed biotechnology company and substantial

product holder of Blis Technologies.

Prior to joining Symrise AG, Jörn worked with The

Boston Consulting Group and Bayer AG. He received a

PhD in Economic Sciences from Karlsruhe Institute of

Technology, Germany.

BLIS TECHNOLOGIES LIMITED
21

DR ALISON STEWART

Independent non-executive director

Chair of People and Performance Committee

Alison is Christchurch based and was appointed to the

Board in September 2018.

Alison brings to the board governance and commercial

research and development experience within the

international biotechnology industry. Alison has held

key executive leadership roles in New Zealand and US

corporates and understands the drivers for successful

commercialisation of research. Alison is an experienced

research and innovation leader with expertise in

microbe-based product development, patents, IP

protection, new product pipeline and development

of strategic partnerships with large international

corporations.

Alison is a Distinguished Emeritus Professor from Lincoln

University, New Zealand and was elected a Companion

of the NZ Order of Merit in 2011 for her contributions to

biology.

ANNUAL REPORT
22

EXECUTIVE TEAM

RICHARD WINGHAM

Chief Financial Officer (CFO)

CA, BCom (Accounting)

Richard was appointed to the

role of CFO for Blis Technologies

in November 2017. Richard is a

Chartered Accountant with over

25 years experience, including

various senior finance roles across

the dairy FMCG, construction

and health sectors. His skills cross

over manufacturing, project

management, information

technology and strategic planning.

BRIAN WATSON

Chief Executive Officer (CEO)

BCom (Marketing), BPhEd

Brian was appointed CEO of Blis

Technologies in February 2016.

He joined Blis following senior

management roles with Fonterra

and within the pharmaceutical

industry in New Zealand and

overseas. Brian’s career has

focused on general management,

marketing and sales across

healthcare, nutraceutical and

nutrition industries. Brian has

a track record of successfully

launching global brands into new

markets and leading change within

organisations.

DR JOHN HALE

Chief Technology Officer (CTO)

PhD

John completed his PhD studying

bacteriocins (BLIS) under the

supervision of Professor John Tagg

at the Department of Microbiology,

University of Otago.

He carried out post-doctoral

research at the University of British

Columbia (Vancouver, Canada)

and Monash University School of

Pharmacy (Melbourne, Australia)

investigating the modes of action

of antimicrobial peptides. Dr Hale

joined Blis Technologies in 2011

and leads the Scientific Services

team.

JENNIFER WALKER

Chief Revenue Officer (CRO)

BA, MBA

Jennifer joined Blis Technologies in February 2022 having

extensive global marketing experience within consumer and

wellness sectors in both start-ups and larger corporates.

Jennifer has a strong experience base across eCommerce,

brand and retail marketing, having worked for international

brands such as Puma and corporates focused on the health

and wellness sector.

BLIS TECHNOLOGIES LIMITED
23

The Board and Management of Blis

Technologies Limited (Blis, the Company)

are committed to ensuring that the

Company maintains corporate governance

structures which ensure that the Company

operates efficiently and effectively and

maintains the highest ethical standards.

This statement of Corporate Governance provides a

summary of the Company’s governance processes and

practices.

The Company’s Corporate Governance policies are

based on the principles set out in the NZX Corporate

Governance Code (NZX Code). This statement is

structured to follow the recommendations of the NZX

Code.

The Board’s view is that Blis complies with the corporate

governance principles and recommendations set out

in the NZX Code. The Board believes its governance

structures are appropriate and meet the Company’s

strategic objectives.

The Company also complies with the corporate

governance requirements of the NZX Listing Rules. The

Board regularly reviews and assesses Blis’ governance

structures and processes to ensure that they are

consistent with best practice.

This Corporate Governance Statement has been prepared

in accordance with the NZX Code that was published on

17 June 2022.

Blis’ key corporate governance documents referred to

in this statement, including charters and policies, can be

found at www.blis.co.nz/investor-centre/charters-policies

(Investor Centre). The Board operates under a set of

guidelines set out in its Directors’ Operations Manual to

assist Directors and Management in carrying out their

duties and responsibilities. The Directors’ Operations

Manual covers such matters as:

• Corporate governance matters;

• Role of the Board and composition of the Board;

• Director responsibilities;

• Appointment of, responsibilities of and remuneration

of a Chief Executive Officer;

• Confidentiality and the safeguarding of company

information;

• Compliance with laws and regulations;

• Shareholder participation; and

• Code of conduct.

This Corporate Governance Statement was approved by

the Board on 24 May 2023.

PRINCIPLE 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards

being followed throughout the organisation.”

Code of Ethics

As part of the Board’s commitment to the highest

standard of conduct, the Company has adopted a Code

of Ethics (Code).

Every new Director and employee is provided with a copy

of the Code. The Code is also available at the Investor

Centre.

STATEMENT OF

CORPORATE

GOVERNANCE

ANNUAL REPORT
24

The procedure for advising the Company of a suspected

breach is set out in the Code of Ethics. Blis also has a

Protected Disclosures (Whistle-Blower) Policy that sets

out the process that serves to protect employees who

raise allegations of serious wrongdoing by the Company.

Conflicts of interest

The Code of Ethics sets out the procedure to be followed

where Directors or employees are faced with a conflict

of interest. At all times, a Director must be able to act

in the interests of the organisation as a whole and

in accordance with all relevant laws and regulations

including the NZX Listing Rules. The personal interests

of the Director or employee (as applicable) and their

family must not be allowed to prevail over those of the

Company and its shareholders generally.

Protected Disclosure (Whistle-Blowers) Policy

The Protected Disclosure (Whistle-Blower) policy provides

information and guidelines to protect employees from

retaliatory action where they have raised allegations of

serious wrongdoing or reportable conduct they honestly

believe has been carried out by any Director, employee,

consultant, contractor or third party.

Blis is a small company and the main way to make

a report is through the Chair of the Audit and Risk

Committee.

No breaches of the Code of Ethics were identified during

FY23 and no matters were raised under the Protected

Disclosures (Whistle-blower) Policy.

The Code of Ethics is subject to annual review by the

Board.

Share trading by the Company Directors and

Employees

The Board has implemented formal procedures to

handle trading in the Company’s equity securities by

Directors, employees, and advisers of the Company.

These are set out in Blis’ Securities Trading Policy which

is available at the Investor Centre. Before any trading

can occur by those persons approval is required to be

obtained from the Chair of the Board, CEO or CFO. The

policy provides that shares may not be traded at any

time by any individual holding material information. The

fundamental rule in the policy is that insider trading is

prohibited at all times.

The requirements of the policy are separate from, and in

addition to, the legal prohibitions on insider trading in

New Zealand.

PRINCIPLE 2 – Board Composition &

Performance

“To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.”

Responsibilities of the Board

The role of the Board is to act in the best interests of the

Company and to promote the interests of the Company

and its stakeholders. Directors are elected by the

shareholders to govern the Company. The Board is the

overall and final body of responsibility for all decision

making within the Company.

The Directors have a diverse range of expertise

and experience and are committed to using this to

benefit the Company. The Board is responsible to

shareholders for charting the direction of the Company

by participating in the setting of objectives, strategy,

and key policy areas. The Board is then responsible for

monitoring Management’s running of the business to

ensure implementation is in accordance with the agreed

framework. The Board delegates the conduct of the

day-to-day affairs of the Company to the CEO within this

framework.

The Board operates under a Directors’ Operations

Manual which sets out the roles and responsibilities of

the Board, and other matters as summarised on Page 23.

The primary responsibilities of the Board include:

• Ensuring that the Company’s purpose and goals are

clearly established, and with appropriate strategies;

• Establishing policies for strengthening the

performance of the Company including ensuring

that Management is pro-actively seeking to

build the business through innovation, initiative,

technology, new products and the development of

its business capital;

• Monitoring the performance of Management,

including the review and monitoring of compliance

with delegated authorities, and of regulatory

compliance;

BLIS TECHNOLOGIES LIMITED
25

• Monitoring strategic, financial, social and

environmental performance;

• Appointing the CEO, setting the terms of the

CEO’s employment contract, including position

description, reviewing succession planning and

where necessary, terminating the CEO’s employment

with the Company;

• Deciding on whatever steps are necessary to protect

the Company’s financial position and the ability to

meet its debts and other obligations when they fall

due, and ensuring that such steps are taken;

• Ensuring that the Company’s financial statements

are true and fair and otherwise conform with law;

• Ensuring that information of sufficient content,

quality and timeliness, as the Board considers

necessary to enable it to discharge its duties, is

provided by Management;

• Ensuring that the Company adheres to high

standards of ethical and corporate behaviour;

• Ensuring that the Company has appropriate

management processes for defining risks and

analysing options to minimise, mitigate and manage

risks;

• Ensuring an appropriate capital structure such that

it supports the business strategy; and

• Ensuring that the Company communicates with its

shareholders and stakeholders in a timely manner.

The Board uses committees to address certain issues that

require detailed consideration by members of the Board

who have specialist knowledge and experience. The

Board retains ultimate responsibility for the functions of

its committees and determines their responsibilities.

The Board has a statutory obligation to reserve

responsibility for certain matters. It deals directly with

issues relating to the Company’s mission, appointments

to the Board, strategy, business and financial plans.

The Directors appoint a Chair and Deputy Chair from

amongst the non-executive members. The Board

supports the separation of the role of Chair and CEO.

The Chair’s role is to provide leadership and to manage

the Board effectively. The Chair has responsibility for:

• ensuring the integrity and effectiveness of the

governance process of the Board;

• representing the Board to the shareholders;

• maintaining regular dialogue with the CEO over all

operational matters; and

• for overseeing the annual work programme

The Chief Executive Officer is not a Director.

The Board regularly meet without the CEO being present

and has a practice of holding Director-only meetings

either prior to or following each Board meeting.

The Board receives reports from Management and

has access to all of the information necessary for it to

effectively discharge its duties.

Director nomination and appointment

The Board as a whole is involved with recommending

candidates to act as Directors to shareholders. When

considering candidates for nomination, the Board

will consider, amongst other things, the individual’s

experience, qualifications and skills in comparison to the

experience, qualifications and skills of other Directors,

whether that individual is “independent” and whether

that individual would be able to work effectively with

other Directors. A thorough check of the candidate and

their background is undertaken and shareholders are

provided with all material information that is relevant to

the decision on whether to elect or re-elect a Director.

The Board has the ability to appoint an individual to fill

a casual vacancy on the Board until the Company’s next

Annual Shareholder Meeting.

The procedures for the appointment and removal of

Directors are governed by the Company’s constitution

and the NZX Listing Rules.

The Board has determined that based on the Company’s

current size and stage of development that an optimal

number of directors is five. The number may increase to

six from time to time to allow for director succession.

Each year as part of the board’s annual review process

the capability mix is assessed to evolve in line with

Company’s future development and international

growth plan requirements.

ANNUAL REPORT
26

The Board has determined that to operate effectively

and to meet its responsibilities it requires competencies

in disciplines including executive leadership and

strategy, governance, biotechnology IP development

and protection, international sales and marketing,

international supply chain and quality control, risk and

compliance, finance and capital markets.

The current mix of skills and experience is considered

appropriate for the responsibilities and requirements of

governing the Company. The Board looks to strengthen

its oversight of issues in all disciplines, as required, via

expert advice.

As at 31 March 2023, five of the six Directors on the

Board are independent. Director independence is

considered on a case- by-case basis (in accordance with

the NZX Listing Rules) and is monitored on an ongoing

basis.

Letter of appointment

All new directors enter into a written agreement

with the Company setting out the terms of their

appointment. A copy of the appointment letter is

available at the Investor Centre (www.blis.co.nz/

investor-centre)

Board of Directors

Director profiles are shown at pages 19 - 21 of this

report. The profiles include information on the year of

appointment, skills, experience and background of each

Director.

As at 31 March 2023 the Board comprises six directors.

Five are independent Directors and all are non-executive

members. Geoff Plunket is the Chair of Blis and is an

independent Director. Tony Balfour is Deputy Chair.

Barry Richardson is the Chair of the Audit and Risk

Committee. Alison Stewart is the Chair of the People and

Performance Committee. Aimee McCammon and Jörn

Andreas are also Directors.

The roles of Board Chair, Audit and Risk Committee Chair

and CEO are not held by the same person.

The Board determines annually on a case-by-case

basis who, in its view, are Independent Directors. The

Board will consider all relevant circumstances when

determining independence. Under the NZX Listing

Rules, a Director is “Independent” when they are

not an employee of the Company and do not have

a ‘Disqualifying Relationship’ (as defined in the NZX

Listing Rules).

The Company does not require Directors to hold shares

in the Company but actively encourages them to do so.

Directors’ share interests are disclosed at pages 36 - 37.

The Board does not have a tenure policy however it

recognises that a regular refreshment programme

leads to the introduction of new perspectives, skills,

attributes and experience. Directors retire by rotation in

accordance with the NZX Listing Rules but are eligible

for re-election on retirement by rotation.

Director period of appointment

0-3 3-9 9 +

YEARS YEARS YEARS

Number of Directors 3 3 -

Interest Register

The Board maintains an interest register for the

Company. Any Director who is interested in a transaction

with the Company must immediately disclose to the

Board the nature, monetary value and extent of the

interest.

A Director who is interested in a transaction may

attend and participate at a Board meeting at which

the transaction is discussed but may not be counted in

the quorum for that meeting or vote in respect of the

transaction, unless it is one in respect of which Directors

are expressly required by the Companies Act 1993 to sign

a certificate.

Entries made in the interest register of the Company

for the year ended 31 March 2023 are included in the

Director Disclosures section on pages 36 - 37.

Diversity

Blis Technologies is committed to achieving a diverse

workforce and inclusive workplace practices in order to

harness the business benefits of diversity, further social

justice and comply with legislation. A Diversity and

Inclusion Policy has been adopted by the Board and is

available at the Investor Centre.

BLIS TECHNOLOGIES LIMITED
27

Responsibility for workplace diversity and the setting of

measurable objectives is held by the Board.

The gender composition of Blis’ directors, senior

managers and workforce was as follows:

31 MARCH 2023 31 MARCH 2022

POSITION FEMALE MALE FEMALE MALE

Director 2 (33%) 4 (67%) 2 (29%) 5 (71%)

Executives

*

1 (25%) 3 (75%) 1 (20%) 4 (80%)

Employees

**

16 (46%) 19 (54%) 15 (43%) 20 (57%)

*CEO and leadership team

**Includes Executives

Director Training

The Board ensures that there is appropriate training

available to all Directors to enable them to remain

current on how best to discharge their responsibilities

and keep up to date on changes and trends in areas

relevant to their work. Directors are regularly provided

with industry information and receive copies of

appropriate Company documents to enable them to

perform their role.

The Board also ensures that new Directors are

appropriately introduced to management and the

business.

Board Performance Evaluation

The Board regularly assesses its effectiveness in carrying

out its functions and responsibilities. The Chair of the

Board leads the review which considers the performance

of the Board as a whole, and of each of the Board

Committees, against their respective charters.

The Chair, on behalf of the Board, is responsible for

assessing the performance and contribution of individual

Directors. The assessment is undertaken regularly.

PRINCIPLE 3 - Board Committees

“The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.”

Board Committees

The Board has two formally constituted committees

– the Audit and Risk Committee and the People and

Performance Committee. Committee membership is

reviewed annually.

Each Committee has a written charter that is approved

by the Board and sets out its mandate. The charters

are reviewed annually with any proposed changes

recommended to the Board for approval.

Each Committee has an agreed annual work programme

that sets out matters to be addressed over the following

twelve month period. The Committees each review their

performance on an annual basis against the Committee

charter and work programme and report their findings

to the Board.

Attendance at meetings

The table below sets out Director attendance at Board

and Committee meetings during the year ended 31

March 2023.

BOARD AUDIT & RISK

COMMITTEE

G Plunket 10 10

A Balfour 7 -

A McCammon 11 6

Dr B Richardson 11 10

Dr J Andreas* 2 -

Dr A Stewart 11 -

*Dr J Andreas appointed 1 January 2023

Audit & Risk Committee

The Board has overall responsibility for the Company’s

system of internal financial control, risk management,

for liaising with the Company’s external auditors,

and for ensuring the integrity of the Company’s

financial reporting. The Board constantly monitors the

operational and financial aspects of the Company’s

activities and has established procedures and policies

that are designed to provide effective internal financial

control. Annual budgets and business plans are prepared

and agreed by the Board. Monthly management

accounts are prepared by Management and reviewed by

the Board throughout the year to monitor performance

against budget.

The Board has established an Audit and Risk Committee

to assist the Board in discharging its responsibilities

relative to financial reporting, related regulatory

conformance and liaising with the external auditors. The

terms of reference for the Audit and Risk Committee are

set out in its charter which is available in the Investor

Centre.

ANNUAL REPORT
28

The Audit and Risk Committee is appointed by the

Board and must comprise three Directors, the majority

of whom are to be independent. The Chair of Audit and

Risk Committee must be an Independent Director and

not the Chair of the Board. The current members of the

Audit and Risk Committee are Barry Richardson (Chair),

Geoff Plunket and Aimee McCammon. All members are

independent directors.

The Board considers the recommendations of the Audit

and Risk Committee and advice of external auditors and

other external advisors on the operational and financial

risks that the Company faces. The Board ensures

that recommendations made by the Audit and Risk

Committee, external auditors and other external advisers

are investigated and, where considered necessary, action

is taken to ensure that the Company has an appropriate

internal control environment in place to manage the key

risks identified.

In addition, the Board investigates ways of enhancing

existing risk management strategies, including

appropriate segregation of duties and the employment

and training of suitably qualified and experienced

personnel.

Given the size of the Company, an internal audit

function is not considered necessary.

The Audit and Risk Committee met on 10 occasions

during FY23. The agenda items for each meeting

generally relate to capital structure, financial

governance, external financial reporting, external audit,

internal control review, risk management, compliance,

and insurance.

Meeting Attendance

The CEO and CFO will normally be invited to attend

meetings.

People and Performance Committee

The Board has established a People and Performance

Committee which has responsibility for, amongst other

things, setting the remuneration policy for the CEO, CFO,

Chief Technology Officer, Chief Revenue Officer (the

Executive), and recommending and monitoring the level

and structure of remuneration for senior management.

The terms of reference for this committee are set out

in its charter which is available in the Investor Centre

(www.blis.co.nz/ investor-centre/charters-policies).

The People and Performance Committee is appointed

by the Board and must comprise three Directors, the

majority of whom are to be independent. The Chair of

the Board may serve on the committee. Members of the

People and Performance Committee are Alison Stewart

(Chair), Tony Balfour and Geoff Plunket. All committee

members are independent Directors.

Management only attends People and Performance

Committee meetings by invitation, as and when

appropriate and necessary.

The Board ensures that the recommendations made by

the People and Performance Committee are considered

and acted on accordingly.

Nomination Committee

Given the size and composition of the Board, the

Directors believe that there are no significant benefits in

delegating matters in relation to Board nominations and

all appointments are managed by the whole Board.

Disclosure Committee

The Board has established a Disclosure Committee to

oversee the Company’s compliance with its continuous

disclosure requirements under New Zealand law and the

NZX Listing Rules.

The Disclosure Committee comprises the Board Chair,

Chair of the Audit and Risk Committee, Chief Executive

Officer and Chief Financial Officer.

Committees

The Board has no Committees other than an Audit and

Risk Committee, People and Performance Committee

and Disclosure Committee.

Takeover Protocols

The Board has adopted a set of protocols to be followed

in the event of a takeover offer being made.

In the event of a takeover offer, a committee of

Independent Directors would be formed and would have

BLIS TECHNOLOGIES LIMITED
29

responsibility for managing the takeover in accordance

with the Board protocols and applicable laws, including

the New Zealand Takeovers Code.

PRINCIPLE 4 – Reporting and Disclosure

“The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosure.”

Shareholder Communications and Market Disclosure

The Board is committed to keeping the financial products

markets informed of material information relating to

the Company and its shares and promoting investor

confidence by ensuring that trading of its equity securities

takes place in an efficient, well-informed market at all

times.

The Company has in place both a Market Disclosure Policy

and a Communications Policy designed to ensure this

occurs. The policies include procedures intended to ensure

that:

• the Company complies with its continuous disclosure

obligations; and

• timely, accurate and complete information is provided

to all shareholders and other market participants.

The policies also outline mandatory requirements and

responsibilities in relation to the identification, reporting,

review and disclosure of material information relevant to

the Company.

Accountability for compliance with disclosure obligations

is the responsibility of the CEO and CFO. The CFO has

been designated as the Disclosure Officer and has overall

management responsibility for ensuring all material

information is lodged with NZX.

All non-promotional information intended to be made

public, whether or not it is believed to be material

information, must be reviewed by the Disclosure

Committee (comprising the Chair, Chair of the Audit

and Risk Committee, CEO and CFO) prior to release. The

Disclosure Committee also refers certain decisions to the

Board.

Directors consider at each Board meeting (and otherwise

as and when needed) whether there is any material

information which should be disclosed to the market.

Governance Policies and Charters

Key corporate governance documents, including charters

and policies, can be found at the Investor Centre: www.

blis.co.nz/ investor-centre/charters-policies.

Financial and Non-Financial Reporting

Blis is committed to ensuring integrity and timeliness in

its financial reporting and in providing information to

the market and shareholders which reflects a considered

view on its present and future prospects.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting, including

the accuracy, completeness, balance and timeliness

of financial statements. It reviews the Company’s

full and half-year financial statements and makes

recommendations to the Board concerning accounting

policies, areas of judgement, compliance with

accounting standards, NZX and legal requirements, and

the results of the external audit. All matters required

to be addressed and for which the Audit and Risk

Committee has responsibility were addressed during

FY23.

Blis has published its full and half-year financial

statements that were prepared in accordance with

relevant financial standards. The full year financial

statements are set out on pages 40 - 75. The CEO and

CFO have confirmed in writing to the Board that the

Company’s external financial reports present a true and

fair view in all material aspects. These representations

are given on the basis that a sound system of internal

controls and risk management is operating effectively in

all material respects in relation to financial reporting.

In addition to releasing the full and half-year results

Blis provides an update on financial and non-financial

performance for the first and third quarters. Revenue

and EBITDA for the quarter and year to date, general

commentary on market conditions and an update on

guidance is given.

The Board does not believe that the Company has any

material exposure to economic, environmental or social

sustainability risks that are not appropriately managed.

The material risks which may impact the Company’s

ability to achieve its strategic objectives and secure its

future financial prospects, are managed through the

strategic planning process.

ANNUAL REPORT
30

Work continues on suitable sustainability-reporting

framework. The project involves preparing a series of

financial and non-financial targets for reporting on

regularly. An overview of the Company’s sustainability

programme is set out at pages 14 - 15.

PRINCIPLE 5 - Remuneration

“The remuneration of directors and executives

should be transparent, fair and reasonable.”

Remuneration Report

The People and Performance Committee is responsible

for making recommendations to the Board on

remuneration policies and packages for Directors as well

as the Executives.

The Company’s remuneration philosophy is aimed at

attracting, retaining and motivating employees of the

highest quality at all levels of the organisation. It is

based on practical, guiding principles and a framework

that provides consistency, fairness and transparency

while having regard to the risk appetite of the Company

and alignment to its long-term strategic goals.

All remuneration packages are reviewed annually in the

context of individual and Company performance, market

movements and expert advice.

Non-executive Directors

The structure of non-executive Director remuneration is

separate and distinct from the remuneration of the CEO

and other executives.

The Board seeks to set aggregate remuneration for

non-executive Directors at a level which provides the

Company with the ability to attract and retain Directors

of the highest calibre, whilst incurring a cost which is

acceptable to shareholders.

No remuneration is payable to Directors unless it is

approved by the Company’s shareholders, or permitted

under the NZX Listing Rules in the event of an increase

in the total number of Directors.

The NZX Listing Rules specify that shareholders can

approve a per Director remuneration amount or an

aggregate Directors’ fee pool. The Board has adopted

a remuneration pool approach, as referred to in NZX

Guidance Note - Governance. Shareholders approved

an aggregate remuneration pool for non-executive

Directors of $309,000 per annum in August 2020.

Within the fee pool available, the Board reviews its

fees annually to ensure the Company’s non-executive

Directors are fairly remunerated for their services,

recognising the level of skill and experience required

to fulfil the role, and to enable the Company to attract

and retain talented non-executive Directors. The

process involves benchmarking against a group of peer

companies.

In addition, the Board reviews the People and

Performance Committee structure and appropriate

level of resourcing required to make an on-going

contribution to long term value creation. Non-executive

Directors have no entitlement to any performance-

based remuneration or participation in any share-based

incentive schemes.

Each non-executive Director receives a fee for services as

a Director of the Company and an additional fee is also

paid to the Chair, and members of the Board Committees

to recognise the additional time commitment required

for that role. All Directors are entitled to be reimbursed

for reasonable costs associated with carrying out their

duties.

For the period 1 April 2022 to 31 March 2023 the

allocation of the fee pool was as follows:

AUDIT REMU-

AND RISK NERATION

BOARD COMMITTEE COMMITTEE

Chair $85,000 $10,000 $7,000

Deputy Chair $55,000 N/A N/A

Member $45,000 $7,000 $3,000

Non-executive Directors are encouraged to be

shareholders, but are not required to hold shares in the

Company.

Fees payable to the non-executive Directors of the

Company for the period 1 April 2022 to 31 March 2023

were as follows:

BLIS TECHNOLOGIES LIMITED
31

AUDIT REMU-

AND RISK NERATION

BOARD COMMITTEE COMMITTEE TOTAL

G Plunket 85,000 - - $85,000

A Balfour 55,000 - 3,000 $58,000

Dr J Andreas

*

11,250 - - $11,250

A McCammon 45,000 4,667 - $49,667

A Offen

**

15,000 3,333 - $18,333

Dr B Richardson 45,000 9,000 - $54,000

T Rönnlund

***

33,750 - - $33,750

Dr A Stewart 45,000 - 7,000 $52,000

*Dr J Andreas appointed January 2023

**A Offen resigned July 2022

***T Rönnlund resigned December 2022

Remuneration of the CEO and Employees

The Company is committed to providing a remuneration

framework that promotes a high-performance culture

and aligns rewards to the creation of sustainable value

for shareholders. The underlying principle is to reward

employees for Company and business unit performance

against targets set by reference to appropriate

benchmarks and key performance indicators and to:

• Align their interests with those of shareholders; and

• Ensure total remuneration is competitive by market

standards.

Total remuneration is made up of fixed remuneration, a

short term incentive (STI) and a long term incentive (LTI).

Fixed remuneration includes all benefits, allowances and

deductions.

The STI and LTI performance incentives are “at-risk”

and are directly linked to both the performance of the

Company and to each individual’s performance while

promoting the Company’s long-term success.

The total remuneration earned by the Executive is set

out in note 5 to the financial statements.

(i) Fixed annual remuneration

Remuneration levels are reviewed annually to ensure

that they are appropriate for the responsibility,

qualifications and experience of the Executives and are

competitive with the market.

The Executives receive their fixed annual remuneration

in cash and a limited range of prescribed fringe

benefits such as superannuation, motor vehicle and

health insurance. The total employment cost of any

remuneration package, including fringe benefit tax, is

taken into account in determining an employee’s fixed

annual remuneration.

For the financial year ended 31 March 2023, the CEO

received $338,863 (2022: $324,158) in fixed annual

remuneration.

(ii) Variable remuneration – STI Scheme

The objective of the STI Scheme is to link the

achievement of the annual financial and operational

targets with the remuneration received by the

Executives charged with meeting those targets. The

total potential remuneration under the STI Scheme is

set with a maximum of 30% for the CEO and 20% for

other Executives of fixed annual remuneration so as to

provide sufficient incentive to the Executive to achieve

the targets such that the cost of the Company is flexible

and in line with the trading outcome for the year.

Actual STI Scheme payments granted to the CEO and

each nominated Executive depend on the extent to

which specific targets, set at the beginning of each

year, are met. The targets may include a weighted

combination of Company, Departmental, Financial and

Non-Financial.

In determining the amount to be allocated the Board

considers the performance against the targets.

For the financial year ended 31 March 2023 there were

four nominated executives in the STI scheme (31 March

2022: four).

STI Scheme payments relating to the financial year

ended 31 March 2023 are delivered as a taxable cash

bonus and are payable on completion of the annual

audited financial statements. The total accrual for

FY23 for all nominated executives in the STI Scheme is

$250,000 (FY22: $nil). The actual amount paid for FY23

was $nil (FY22: $132,200).

In addition to the STI Scheme, the Board reserves the

ability to pay ad hoc bonus payments to any employee,

again directly related with the trading outcome.

ANNUAL REPORT
32

(iii) Variable remuneration – LTI Scheme

The objective of the LTI Scheme is to align the executive

with shareholder interests over the longer term, and

provide a longer term employee retention benefit.

The Company did not grant performance share rights

(PSRs) to the executive in the 2023 financial year. The

previous PSR issue occurred on 10 September 2021.

Details of the performance criteria are detailed in note 5

to the financial statements.

CEO remuneration

TAXABLE

SALARY BENEFITS

*

SUB-TOTAL STI LTI

**

TOTAL

FY23

328,993 9,870 338,863 - - 338,863

FY22

324,158 11,181 335,339 48,000 12,404 395,743

*Includes the value of benefits including health care,

superannuation, vehicle and low interest loan.

**LTI includes PSRs awarded to the CEO during the financial

year. In the 2023 financial year no PSRs were granted (FY22:

1,023,000). PSRs granted in FY22 will vest, if the performance

criteria are met, in the 2024 financial year. details of the plans

and valuation methodology are set out in Note 5 to the financial

statements.

Total remuneration paid is fixed remuneration and any

STI Scheme payment physically received during the year.

Performance based payments are paid in the following

year.

The CEO’s STI scheme payment for FY23 comprises

several financial and non-financial performance

measures. Overall, the STI is set at 30% of fixed

remuneration. A breakdown of the STI components

follows:

PERFORMANCE MEASURES PERCENT

ACHIEVED

50% based on financial revenue

and profitability targets FY22 Not achieved

50% based on non-financial targets FY22 Not achieved

Employee remuneration

The number of employees of the Company (including

former employees) who received remuneration and

other benefits in excess of $100,000 in the period 1 April

2022 to 31 March 2023 are shown below:

REMUNERATION NUMBER OF

BANDING EMPLOYEES

FY23 FY22

100,001 – 110,000 3 3

110,001 – 120,000 2 1

120,001 – 130,000 2 1

130,001 – 140,000 - 3

140,001 – 150,000 1 -

170,000 – 180,000 1 -

180,001 – 190,000 - 1

200,001 – 210,000 1 1

220,001 – 230,000 1 -

240,001 – 250,000 - 1

330,001 – 340,000 1 -

380,001 – 390,000 - 1

PRINCIPLE 6 – Risk Management

“Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify

that the issuer has appropriate processes that

identify and manage potential and material risks.”

Risk Management Framework

Blis operates in an environment that contains

operational and strategic risks. Risks are actively

managed to ensure Blis operates a safe workplace and is

able to sustain the achievement of its business objectives

while at the same time accepting an appropriate

level of commercial risk that is consistent with desired

profitability.

The Board is responsible for ensuring that key business

and financial risks are identified, and that appropriate

controls and procedures are in place to effectively

manage those risks.

BLIS TECHNOLOGIES LIMITED
33

The Audit and Risk Committee has overall responsibility

for ensuring that Company’s risk management framework

is appropriate and that risks are identified, considered

and managed. Risk management is a standing item on

the agenda for Audit and Risk Committee meetings, with

detailed reports provided by management.

A Risk Management Policy provides guidance on the

Board’s approach to risk management. The objectives of

the Risk Management Policy are:

• To allow Blis to pursue opportunities that involve risk

in an informed manner, so as to meet the expectations

of stakeholders;

• To enable full and due consideration to be given

to the balance of risk and reward in pursuing the

achievement of Blis’ business objectives;

• To apply risk management practices to enhance

strategic, tactical and operational decision making;

and

• To ensure that Blis operates in a sustainable manner.

The policy is available at the Investor Centre.

Insurance

In managing the Company’s business risks, the Board

approves and monitors policy and procedures in areas such

as treasury management, financial performance, taxation

and delegated authorities. Blis has insurance policies in

place covering most areas where risk to its assets and

business can be insured at a reasonable cost.

Product Quality and Safety

Ensuring the safety and quality of our products is a key

priority. We establish processes that effectively manage

risk and drive continuous improvement in product quality

throughout the product production cycle.

We have introduced proactive quality control mechanisms

within our manufacturing operations. Through the use of

data collection and statistical analysis, we are improving

the control of our manufacturing processes, with the aim

of being able to intervene and correct a process prior to

product quality being compromised. This approach is

providing further assurance that our customers receive

high quality products that are safe and effective.

Health, Safety and Wellbeing

Overall responsibility for health and safety, specifically for

setting of high-level strategy and policy, resides with the

Board which is committed to continuous improvement

and progressively higher standards of work health and

safety for the benefit of all employees and others who

work in, use or visit the Company’s workplace.

The principles of the health and safety framework are to:

• Understand and comply with all applicable health

and safety legislation and regulations;

• Establish objectives and management systems

consistent with health and safety best practice; and

• Ensure all officers and workers engage in creating a

positive workplace culture to support health, safety

and wellbeing.

The Executive are responsible for implementation of the

health and safety framework and will:

• Determine and implement business and action plans

to give effect to Board strategy;

• Acquire and maintain good understating of health,

safety and wellbeing matters;

• Be responsible and accountable for health and safety

compliance;

• Promote and role-model high workplace health,

safety and wellbeing standards; and

• Ensure business objectives are complementary to

health, safety and wellbeing objectives.

Management reports to the Board include the following

lead and lag indicators - H&S Committee minutes,

monthly hazard assessment, incidents & accidents

(including near miss incidents), good news stories,

achievements and training activities.

No lost time injuries, injuries resulting in workers being

unable to perform normal duties at next shift, have

occurred over the last five years.

ANNUAL REPORT
34

Material business risks mitigation

After completing the risk management processes outlined on the previous page, the following key business and financial

risks have been identified.

PRINCIPLE 7 - Auditors

“The board should ensure the quality and

independence of the external audit process.”

External Auditor

Oversight of the Company’s external audit arrangements

to safeguard the integrity of financial reporting is the

responsibility of the Audit and Risk Committee.

AREAPRINCIPAL RISKSTRATEGIES TO MITIGATE

Product

quality and

customer

safety

Customer harm caused as a result of

using Blis products

Our production facility operates under a Food Control Plan

which requires high standards and procedures to ensure quality

and safety from our production. We work with our suppliers

and contract manufacturers to ensure high standards are

adhered to. Our company values also include a focus on high

quality standards across our business.

Market accessLoss of regulatory approval to market

and sell Blis products in certain countries

Blis has robust regulatory affairs processes for obtaining and

maintaining product licenses, as well as a quality management

system that ensures compliance with applicable regulatory

requirements.

Health and

safety

Work related injuriesPractices and processes are reviewed annually by an accredited

Workplace Health and Safety independent expert.

Health, safety and wellbeing metrics reported regularly to the

Board.

Intellectual

Property

Third parties assert IP rights against usA comprehensive patent portfolio across our products is held

and maintained. These are complemented by trademarks, trade

secrets and specialist know how. Market searches undertaken

in product development phase of product design. Competitor

patent filings are actively monitored.

Business

continuity

Loss of continuity and quality of supplyWe actively monitor the quality of raw materials, end products,

production processes and systems. Business impact analysis

is used to identify, understand and quantify the impact of

a material disruption to a key facility, location, supplier or

business process.

Technology and know-how for future production of both

BLIS K12™ and BLIS M18 ™ is transferred to an offshore

fermentation supplier which ensures production can be

continued in the event of a failure at our New Zealand based

supplier.

Cyber security

and data

protection

Cyber security attack results in

disruption to operations and data

breach.

Independent review of control mechanisms is undertaken.

Competitor

activity

Increasing demand for probiotics may

see greater pricing competition from

established and new competitors.

Competition may also come from other

products with similar health benefits.

The Company’s market position is based on a reputation for

quality and scientific support for our unique strains. Innovation

and development complement this market position.

Blis maintains an Auditor Independence Policy to

ensure that audit independence is maintained, both in

fact and appearance. The quality of the audit opinion

is considered to be paramount. Accordingly, any

compromises to auditor objectivity and independence

that are considered to exist require appropriate

safeguards to eliminate or reduce the risk of compromise

to an acceptable level.

BLIS TECHNOLOGIES LIMITED
35

Blis has adopted the following requirements in relation

to auditor independence:

• the Blis auditor is required to comply with relevant

independence requirements promulgated by the

Financial Markets Authority and other governing

bodies;

• the Audit and Risk Committee must approve the

appointment of the auditor to provide any non-

audit services to the Company or its subsidiaries;

• the auditor is required to report to the Audit and

Risk Committee annually on matters pertaining to

their independence; and

• the external auditor attends the Company’s annual

meeting each year to answer questions from

shareholders in relation to the audit.

Internal audit

The Company does not have a formal internal audit

function, however it does have internal processes and

controls that are considered to be appropriate for the

size and complexity of the organisation. The Audit

and Risk Committee carefully considers the auditor’s

management report which lists its key findings and

recommendations about significant matters arising from

the audit.

PRINCIPLE 8 – Shareholder Relations

“The board should respect the rights of

shareholders and foster relationships with

shareholders that encourage them to engage with

the issuer.”

Shareholder Rights and Relations

The Company is committed to regularly communicating

with shareholders and other stakeholders in a timely,

accurate and clear manner with respect to both

procedural matters and major issues affecting the

Company.

To achieve this, the Company communicates through a

range of forums and publications. Annual reports, NZX

releases, governance policies and charters, and a variety

of corporate information is available at the Investor

Centre.

Each shareholder is entitled to receive a hard copy of each

annual report on request.

Documents relating to annual shareholder meetings are

available at the Investor Centre.

Annual shareholder meetings to date have been held at

a venue in Dunedin, reflecting the head office location

for the Company, as well as being live streamed to

shareholders joining online.

The speeches and slides are lodged with NZX at the

commencement of the meeting. Shareholders may raise

matters for discussion at the annual shareholder meeting

either in person or by emailing the Company with a

question to be asked.

Electronic Communications

Shareholders have the option of receiving their

communications electronically. Contact details for the

Company’s head office are available on the Blis website.

Major Decisions

The Directors’ commitment to timely and balanced

disclosure is set out in its Continuous Disclosure Policy and

Communications Policy. The commitments include advising

shareholders on any major decisions. Where voting on

a matter is required, the Board encourages investors to

attend the meeting or to send in a proxy vote. Online

voting is made available for annual shareholder meetings.

Equity Issues

In the event of a capital raising, the Board will carefully

consider and, where practical, will favour an offer of shares

to existing shareholders on a pro-rata basis and on no less

favourable terms before offering shares to other investors.

Dividend Policy

Under the current strategy of full reinvestment into

growth and pipeline development, no dividend has been

declared.

Notice of Meeting

The Notice of Meeting will be lodged with NZX at least 20

working days prior to the annual shareholder meeting and

will be available in the Investor Centre.

ANNUAL REPORT
36

DIRECTORS’ SHAREHOLDINGS

The following table sets out, for the purposes of the disclosures required under Listing Rule 3.7.1 (d) of the NZX Listing

Rules, the relevant interests of Directors and associated persons of the Directors in equity securities of the Company as at

31 March 2023:

NAME OF DIRECTOR NUMBER OF EQUITY SECURITIES IN WHICH A RELEVANT INTEREST IS HELD BY A DIRECTOR

G Plunket Ordinary 800,000 (a)

A Balfour - -

A McCammon - -

Dr B Richardson Ordinary 17,903,625 (b)

Dr A Stewart Ordinary 350,000 (c)

Dr J Andreas - -

Note that particular shareholdings can appear under more than one director.

(a) The number of equity securities in which Mr G Plunket holds a relevant interest includes 800,000 ordinary shares

held by Mr Plunket personally.

(b) The number of equity securities in which Dr B Richardson holds a relevant interest includes 17,903,625 ordinary

shares held by Dr B Richardson and Mrs JV Richardson

(c) The number of equity securities in which Dr A Stewart holds a relevant interest includes 350,000 ordinary shares held

by Custodial Services Limited


DIRECTOR’S SHARE DEALINGS

No Directors (or associated entities in which the Directors have relevant interests) acquired or disposed of equity

securities in the Group during the year ended 31 March 2023 as entered in the interests register of the Company.


DIRECTORS’

INTERESTS

BLIS TECHNOLOGIES LIMITED
37

DISCLOSURES OF INTEREST BY DIRECTORS

NAME OF DIRECTOR ORGANISATION ACTIVE INTERESTS

G Plunket Orokonui Foundation Trust Trustee

Orokonui Ecosanctuary Limited Director

Otago Natural History Trust Trustee

Ports of Auckland Limited Director

A Balfour Bottom Right-Hand Corner Limited Director/Shareholder

Les Mills International Limited Director/Shareholder

Little Stream Water Company Limited Director/Shareholder

Pioneer Energy Limited Director

The Warehouse Group Limited Director/Shareholder

Wakatipu High School Trustee

Wayfare Group Limited (and its wholly owned subsidiaries) Director

A McCammon Pic’s Peanut Butter Chief Executive/Shareholder

Scarborough Wright Trustee Limited Director

Dr B Richardson CertusBio Limited Director/Shareholder

Zircon Services Limited Director/Shareholder

Dr A Stewart Arable Food Industry Council Executive committee member

Foundation for Arable Research Chief Executive

GIA Brown Marmorated Stink Bug Council Council Member

GIA Plant Biosecurity Council Governance Group Member

MBIE Tissue Culture Partnership Chair Governance Group

MPI A Lighter Touch SFFF Governance Group Member

Seed & Grain Readiness & Response Chair Governance Group

Seed Industry Research Centre Advisory Board member

Vegetable Research & Innovation Governance Group Member

Dr J Andreas Symrise AG President Scent & Care and

Member of Executive Board

Probi AB Director

USE OF COMPANY INFORMATION

There were no notices from Directors regarding the use of Company information.

INDEMNITIES AND INSURANCE

Pursuant to s162 of the Companies Act 1993 and the Company’s Constitution, the Company has entered into deeds of

access, insurance and indemnity, with the directors of the Company to indemnify them to the maximum extent permitted

by law, against all liabilities which they may incur in the performance of their duties as directors of any company within

the Group. Insurance cover extends to directors and officers for the expenses of defending legal proceedings and the

cost of damages incurred. Specifically excluded are proven criminal liability and fines and penalties other than those

pecuniary penalties which are legally insurable. In accordance with commercial practice, the insurance contract prohibits

further disclosure of the terms of the policy. All Directors who voted in favour of authorising the insurance certified that

in their opinion, the cost of the insurance is fair to the Company.

DONATIONS

There were no donations made by the Company during the year ended 31 March 2023 (2022: Nil).

ANNUAL REPORT
38

DIRECTORS’

RESPONSIBILITY

STATEMENT

The Directors of Blis Technologies Limited are pleased to present to shareholders the financial statements for the Group

for the year ended 31 March 2023.

The Directors are responsible for presenting financial statements in accordance with New Zealand law and generally

accepted accounting practice, which fairly presents the financial position of the Group as at 31 March 2023 and the

results of its operations and cash flows for the year ended on that date.

The Directors consider the financial statements of the Group have been prepared using accounting policies which

have been consistently applied and supported by reasonable judgements and estimates and that all relevant financial

reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable with reasonable accuracy, the

determination of the financial position of the Group and facilitate compliance of the financial statements with the

Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent and

detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide a

reasonable assurance as to the integrity and reliability of the financial statements.

The Financial Statements are signed on behalf of the Board by:



Geoff Plunket Barry Richardson

Chair Director

24 May 2023 24 May 2023

BLIS TECHNOLOGIES LIMITED
39

2023 2022 2021 2020 2019

($000) ($000) ($000) ($000) ($000)

Revenue 10,235 8,965 10,613 10,642 8,239

Earnings before interest, tax, depreciation,

amortisation and impairment (EBITDA) (617) (2,061) 975 2,119 922

Depreciation and amortisation 570 654 406 513 525

Net interest (revenue)/ expense (173) (8) 5 4 16

Net profit after tax (NPAT) (1,350) (2,707) 564 1,602 381

Net debt - 35 83 128 829

Shareholder’s Equity 10,836 12,149 5,662 5,056 3,421

Total assets 12,809 14,141 7,806 7,058 5,201

Current assets 10,864 11,451 5,146 5,746 3,966

Current liabilities 1,583 1,478 1,812 1,642 1,651

Working capital 9,281 9,973 3,334 4,104 2,315

Net tangible assets (NTA)

1

9,361 9,999 3,473 4,311 2,856

Cash generated from operations 106 (2,305) 589 3,197 (583)

Number of shares on issue (‘000) 1,273,802 1,273,802 1,107,654 1,107,654 1,107,654

Earnings per share (EPS) – basic (cents) (0.11) (0.22) 0.05 0.14 0.03

Share price at 31 March 0.03 0.04 0.06 0.06 0.02

NTA per share (cents) 0.73 0.78 0.31 0.39 0.26

Cash conversion ratio

2

(17.1%) 111.8% 60.3% 150.9% (63.2%)

Return on shareholders’ equity

3

(12.5%) (22.3%) 10.0% 31.7% 11.1%

Return on assets

4

(13.1%) (24.7%) 7.7% 26.2% 8.7%

Gearing ratio

5

(0.0%) 0.3% 1.4% 2.5% 19.5%

EBIT to revenue ratio (14.9%) (30.3%) 5.4% 15.1% 4.8%

Current assets to current liabilities (times) 6.9 7.7 2.8 3.5 2.4


% CHANGE ON PRIOR YEAR

Revenue 14.2% (15.5%) (30.0%) 29.2% 55.9%

EBITDA 70.1% (311.4%) (54.0%) 129.8% 315.9%

NPAT 50.1% (580.0%) (64.8%) 320.5% 136.6%

EPS 51.8% (540.2%) (64.8%) 320.5% 136.6%

1. Calculated as Net Assets less right of use assets and finite life intangible assets.

2 . Calculated as cash generated from operations divided by EBITDA.

3 . Calculated as net profit after tax divided by closing shareholders’ equity.

4 . Calculated as EBIT divided by average total assets (average based on past 3 years).

5 . Gearing ratio is calculated as net debt divided by the sum of net debt and shareholders’ equity.

5 YEAR TREND

ANNUAL REPORT
40

FINANCIAL

STATEMENTS

2023

BLIS TECHNOLOGIES LIMITED
41

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2023

2023 2022

NOTES $’000 $’000

REVENUES

Revenue 2 (a) 10,235 8,965

Other income 2 (b) 255 488

Total Revenue and Other Income 10,490 9,453

EXPENSES

Distribution expenses 236 263

Marketing expenses 1,329 3,436

Occupancy expenses 117 70

Employee benefits 4,099 3,594

Raw materials and consumables 2,188 1,925

Operating expenses 3,836 2,827

Finance expenses 35 45

Total Expenses 2 (c) 11,840 12,160

SURPLUS / (DEFICIT) BEFORE TAX (1,350) (2,707)

Income tax expense 3 - -

SURPLUS / (DEFICIT) FOR THE PERIOD (1,350) (2,707)

Other comprehensive income - -

TOTAL COMPREHENSIVE INCOME (1,350) (2,707)

Earnings / (deficit) per Share:

Basic (cents per ordinary share) 15 (0.11) (0.22)

Diluted (cents per ordinary share) 15 (0.11) (0.22)

The above consolidated statements should be read in conjunction with the accompanying notes on pages 46 to 75.

ANNUAL REPORT
42

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

SHARE BASED

RETAINED PAYMENT TOTAL

SHARE EARNINGS/ EQUITY ATTRIBUTABLE

NOTES CAPITAL (DEFICIT) RESERVE TO GROUP

$’000 $’000 $’000 $’000

OPENING EQUITY – 1 APRIL 2021 37,469 (31,830) 23 5,662

Surplus / (deficit) for the year - (2,707) - (2,707)

Other comprehensive income - - - -

Total comprehensive Income - (2,707) - (2,707)

Equity contributions and distributions

Share capital issued 9,188 - - 9,188

Capital raising costs paid 15 (54) - - (54)

CEO share option equity reserves 15,16 46 - (13) 33

Employee performance rights

plan reserve 16 - - 27 27

9,180 - 14 9,194

CLOSING EQUITY – 31 MARCH 2022 46,649 (34,537) 37 12,149

OPENING EQUITY – 1 APRIL 2022 46,649 (34,537) 37 12,149

Surplus / (deficit) for the year - (1,350) - (1,350)

Other comprehensive income - - - -

Total comprehensive Income - (1,350) - (1,350)

Equity contributions and distributions

Employee performance rights

plan reserve 16 - - 37 37

- - 37 37

CLOSING EQUITY – 31 MARCH 2023 46,649 (35,887) 74 10,836

The above consolidated statements should be read in conjunction with the accompanying notes on pages 46 to 75.

BLIS TECHNOLOGIES LIMITED
43

CONSOLIDATED

BALANCE SHEET

AS AT 31 MARCH 2023

2023 2022

NOTES $’000 $’000

ASSETS

Current Assets

Cash and cash equivalents 6 4,272 8,519

Short term deposits 6 4,000 -

Trade and other receivables 7 1,444 1,751

Prepayments 339 298

Inventory 8 734 782

NZX Bond 6 75 75

Foreign exchange contracts 22 (e) - 26

TOTAL CURRENT ASSETS 10,864 11,451

NON CURRENT ASSETS

Property, plant and equipment 9 470 540

Finite life intangible assets 10 889 1,455

Right-of-use assets 11 586 695

TOTAL NON CURRENT ASSETS 1,945 2,690

TOTAL ASSETS 12,809 14,141

Continued overleaf / >>

The above consolidated statements should be read in conjunction with the accompanying notes on pages 46 to 75.

ANNUAL REPORT
44

2023 2022

NOTES $’000 $’000

LIABILITIES

Current Liabilities

Trade and other payables 12 1,353 1,238

Current borrowings 13 - 35

Lease liabilities 11 229 205

Foreign exchange contracts 22 (e) 1 -

TOTAL CURRENT LIABILITIES 1,583 1,478

Non Current Liabilities

Lease liabilities 11 390 514

TOTAL NON CURRENT LIABILITIES 390 514

TOTAL LIABILITIES 1,973 1,992

NET ASSETS 10,836 12,149

OWNERS EQUITY

Share capital 15 46,649 46,649

Retained earnings / (deficits) (35,887) (34,537)

Share based payment equity reserves 16 74 37

TOTAL EQUITY 10,836 12,149

CONSOLIDATED

BALANCE SHEET CONTINUED

AS AT 31 MARCH 2023

Geoff Plunket Barry Richardson

Chair Director

These financial statements have been authorised for issue on 24 May 2023.

The above consolidated statements should be read in conjunction with the accompanying notes on pages 46 to 75.

BLIS TECHNOLOGIES LIMITED
45

CONSOLIDATED

STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 31 MARCH 2023

2023 2022

NOTES $’000 $’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from / (applied to):

Receipts from customers 10,603 9,141

Interest received 217 53

Payments to suppliers and employees (10,680) (11,454)

Finance costs (34) (45)

Net cash inflow / (outflow) from operating activities 21 106 (2,305)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from / (applied to):

Purchase of Short term deposits (4,000) -

Purchase of intangible assets (47) (49)

Purchase of property, plant and equipment (50) (213)

Net cash inflow / (outflow) from investing activities (4,097) (262)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from / (applied to):

Repayment of borrowings (37) (48)

Repayment of lease liabilities (238) (198)

Proceeds from share capital issued - 9,188

Capital raising costs paid - (54)

Receipt of share option - 33

Net cash inflow / (outflow) from financing activities (275) 8,921

Net Increase / (Decrease) in cash held (4,266) 6,354

Add cash and cash equivalents at start of period 8,519 2,187

Foreign exchange differences 19 (22)

Balance at end of period 4,272 8,519

COMPRISED OF:

Cash and cash equivalents 4,272 8,519

4,272 8,519

ANNUAL REPORT
46

1. BASIS OF REPORTING

Reporting entity

The consolidated financial statements presented are

those of Blis Technologies Limited (the “Company”)

and its subsidiary Blis Functional Foods Limited (the

“Group”).

The Group’s principal activity is developing healthcare

products based on strains of bacteria that produce

bacteriocin activity for sale in New Zealand and overseas.

Statutory Base

The Company is a profit-oriented entity, domiciled in

New Zealand, registered under the Companies Act 1993

and listed on the New Zealand Stock Exchange. The

Company is an FMC reporting entity under the Financial

Markets Conduct Act 2013. The financial statements

have been prepared in line with the requirements of

these Acts and the Financial Reporting Act 2013.

Basis of Preparation

The financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”). They comply with

the New Zealand Equivalents to International Financial

Reporting Standards (“NZ IFRS”) and other applicable

financial reporting standards as appropriate for profit-

oriented entities. The financial statements comply with

International Financial Reporting Standards (“IFRS”).

The Financial Statements were authorised for issue by

the Board of Directors on 24th May 2023.

Basis of Measurement

The financial statements have been prepared on the

historical cost basis, except for the derivative financial

instruments that are measured at fair value at the end

of each reporting period as explained in the relevant

accounting policies.

Historical cost is based on the fair values of the

consideration given in exchange for assets.

Accounting policies 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

transactions or other events is reported.

Unless otherwise stated the accounting policies set out

below have been applied in preparing the consolidated

financial statements for the year ended 31 March 2023

and 31 March 2022.

The financial statements are presented in thousands

of New Zealand dollars. The New Zealand dollar is the

Group’s functional currency.

Significant Judgements, Estimates and

Assumptions

In the application of NZ IFRS, the Directors are required

to make judgements, estimates and assumptions about

carrying values of assets and liabilities that are not

readily apparent from other sources. The estimates

and associated assumptions are based on historical

experience and various other factors that are believed

to be reasonable under the circumstance, the results of

which form the basis of making the judgements. Actual

results may differ from these estimates.

NOTES TO AND FORMING

PART OF THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

BLIS TECHNOLOGIES LIMITED
47

The estimates and underlying assumptions are reviewed

on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is

revised if the revision affects only that period or in the

period of the revision and future periods if the revision

affects both current and future periods.

Judgements made by the Directors in the application

of NZ IFRS that have significant effects on the financial

statements and estimates with a significant risk of

material adjustments in the next year include:

• Assessing the point at which a project has moved

from the research phase to the development phase

and which costs may be capitalised as internally

generated intangible assets. Refer to note 10 for

further information.

• The Group determines whether finite life

intangibles are impaired at least on an annual basis,

or more frequently when there are indicators of

impairment. Determining the recoverable amounts

of intangible assets requires judgement in relation

to the effects of uncertain future events at balance

date. Assumptions are required with respect to

future cash flows and discount rates used. Refer

note 10 for sensitivities and assumptions used.

• The determination of separate performance

obligations for the recognition of revenue. Refer to

note 2 for further information

• Tax Losses - The recognition of a deferred tax asset

arising from prior year tax losses and temporary

differences is dependent on generating future

taxable profits.

No deferred tax asset has been recognised as at

31 March 2023 but this position will be reviewed

in future periods as the Company demonstrates a

consistent track record of profitable Group results.

The Group’s ability to utilise tax losses is explained

in note 3.

Significant Accounting Policies

The principal accounting policies applied in the

preparation and presentation of the financial statements

are set out below or in the notes with the item to

which they relate, where policies are specific to certain

transactions or balances.

These policies have been consistently applied unless

otherwise stated.

Basis of Consolidation

The Group financial statements incorporate the financial

statements of the Company and all entities controlled by

the Company (its subsidiaries) that comprise the Group,

being Blis Technologies Limited (the parent entity) and

its subsidiary Blis Functional Foods Limited. Control

is obtained when the Company has power over the

investee, is exposed to or has rights to variable returns

from its investment, and has the ability to use its power

to affect returns. Consistent accounting policies are

employed in the preparation and presentation of the

group financial statements.

The results of subsidiaries acquired or disposed of during

the year are included in the Consolidated Statement

of Comprehensive Income from the effective date of

acquisition or up to the effective date of disposal, as

appropriate.

Where necessary, adjustments are made to the financial

statements of subsidiaries to bring their accounting

policies into line with those used by the Group.

All intra-group transactions, balances, income and

expenses are eliminated in full on consolidation.

Foreign Exchange

In the course of normal trading activities, the Group

undertakes transactions denominated in foreign

currencies, hence exposures to exchange rate

fluctuations arise. Transactions in currencies other than

the New Zealand dollar are recognised at the rate of

exchange prevailing on the dates of the transactions.

Trade and other receivables, trade and other payables,

the Canadian Dollar (CAD) denominated bank account,

the Euro denominated bank account and the United

States Dollar (USD) denominated bank account balances

are translated at the exchange rates prevailing at the

end of each reporting period as sourced from the

Reserve Bank of New Zealand. Exchange differences are

recognised in the statement of comprehensive income in

the period in which they occur.

Goods and Services Tax (GST)

All items in the balance sheet are stated exclusive of GST,

with the exception of receivables and payables, which

include GST. All items in the statement of comprehensive

income are stated exclusive of GST.

ANNUAL REPORT
48

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

The GST component of cash flows arising from investing

and financing activities which is recoverable from,

or payable to, the taxation authority is classified as

operating cash flows.

New and revised NZ IFRS Standards and

Interpretations issued but not yet adopted

All mandatory new and revised standards and

interpretations have been adopted in the current

year. None had a material impact on these financial

statements

At the date of authorisation of these financial

statements, certain new standards and interpretations to

existing standards have been published but are not yet

effective. The Group expects to adopt these when they

become mandatory. None are expected to materially

impact the Group’s financial statements.

2. SURPLUS / (DEFICIT) FROM

OPERATIONS

Policy

Revenue is recognised from the following major sources:

• Sale of goods;

• Right to access;

• License Fee and Royalties and

• Grants.

Revenue is measured at the fair value of the

consideration the Group expects to be entitled to

in accordance with customer contracts and excludes

amounts collected on behalf of third parties.

Sale of Goods

The Group sells ingredients and finished goods to

manufacturer and wholesale customers. In addition to

product sales, the Group provides sales training and

support to its customers. The Group has determined

that the sales training and support is not a distinct

performance obligation.

In addition to selling products to customers, the Group

also arranges delivery of the products to its customers.

Where control of the product passes to the customer

on departure, the delivery services represent a separate

performance obligation. The Group is an agent in the

performance of the delivery service and the allocated

revenue is recognised net of costs.

Revenue from the sale of goods is recognised when

the Group has transferred control of the goods to the

customer, which is typically at the point goods are

dispatched. For some customers, the customer does not

obtain control until the goods have been delivered to

their premises.For these customers, revenue is recognised

at the date the goods are delivered. One of the Group’s

major customers has entered into a consignment

arrangement. Sales to this customer are not recognised

until the sale is made to the end customer.

Rebates

The Group provides rebates to certain customers based

on the quantity of products purchased during the

period. Rebates are offset against revenue. To estimate

the variable consideration for the expected rebates, the

Group applies the expected value method. The Group

recognises a refund liability for the expected rebates.

Right to access

Right to access agreements with customers provide

exclusive rights to the customer for specified products

throughout the contract period.

Revenue from right to access agreements is recognised

over time, on a straight-line basis over the contract

term, as this depicts the period of exclusive supply to the

customer.

A material right is recognised as a separate performance

obligation where the customer has the right to extend

the access period at a discounted price. In such instances,

the Group recognises revenue when the rights are

exercised or expired. The material right is estimated

BLIS TECHNOLOGIES LIMITED
49

based on the likelihood of the customer exercising the

option.

License fee and royalties

Licensing fee and royalty revenue is recognised as the

underlying sales and usage occurs and the performance

obligation to the license fee and royalty has been

satisfied.

Contract liabilities

Revenue is recognised when all associated obligations

have been met. Where consideration has been received

but the associated obligations have not been met, for

instance goods have not yet been provided, it will be

recognised as a contract liability on the balance sheet.

Grant Income

Grant income is recognised when the Group has met

all of the requirements established by the grant. Grant

income that is receivable as compensation for expenses

or losses already incurred or for the purpose of giving

immediate financial support to the entity with no future

required costs are recognised as revenue of the period in

which it becomes receivable.

Interest Income

Interest income is accrued on a time basis, by reference

to the principal outstanding and the effective interest

rate applicable, which is the rate that exactly discounts

estimated future cash receipts through the expected life

of the financial asset to that asset’s net carrying amount.

(a) Revenue

2023 2022

$’000 $’000

Revenue consists of the following items:

Point in time recognition:

Sale of goods – domestic sales

Finished goods 1,989 1,596

Ingredients 62 84

Sale of goods – export sales

Finished goods 1,525 1,341

Ingredients 6,375 5,776

License fee and royalties 284 -

Over time recognition:

Right to access - 168

10,235 8,965

(b) Other Income

2023 2022

$’000 $’000

Grant income 37 435

Other income 11 -

Interest income 207 53

255 488

ANNUAL REPORT
50

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

(c) Expenses

2023 2022

$’000 $’000

This includes the following specific expenses:

Amortisation of finite life intangible assets (note 10) 228 289

Depreciation of property, plant and equipment (note 9) 120 144

Depreciation of right of use assets (note 11) 221 205

Director’s fees 362 352

Employee benefits 3,955 3,468

Employee performance rights 37 27

(Gain) / loss on fair value of derivatives (19) 84

Loss on disposal of intangibles (note 10) 51 16

Impairment of intangibles (note 10) 334 -

Operating lease payment 2 1

Other operating expenses 2,200 1,546

Post-employment benefits 107 99

Provision for inventory write-off 43 277

Research and development expense 337 191

FX (gain) / loss 52 40

3. INCOME TAXES

Policy

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable

profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively

enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent it is

unpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences

arising from differences between the carrying amount of assets and liabilities in the financial statements and the

corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are

recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible

temporary differences or unused tax losses and tax offsets can be utilised.

BLIS TECHNOLOGIES LIMITED
51

However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from

the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither

taxable income nor accounting profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the liability

is settled, or the asset is realised based on tax rates that have been enacted or substantively enacted at reporting date.

Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged

or credited directly to equity, in which case the deferred tax is also dealt with in equity.

(a) Income tax recognised in profit or loss

The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial

statements as follows:

2023 2022

$’000 $’000

Net surplus before tax (1,350) (2,707)

Income tax expense calculated at 28% (378) (758)

Non-deductible items 41 101

Temporary differences excluding tax losses not recognised 38 57

Tax losses (recognised)/not recognised 299 600

Income tax expense - -

(b) Income tax recognised directly in equity

There was no current or deferred tax charged/ (credited) directly to equity during the period.

(c) Deferred tax balances

The Group has an unrecognised deferred tax asset of $5,280,091 (2022: $4,954,677). The unrecognised deferred tax

asset arises in relation to temporary differences of $393,489 (2022: $365,522) and gross tax losses of $17,452,150 (2022:

$16,389,840) with a tax effect of $4,886,602 (2022: $4,589,155). The tax losses may be able to be carried forward and

offset against future taxable income (subject to meeting the requirements of the Income Tax Act 2007) and accounting

recognition requirements.

ANNUAL REPORT
52

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

4. REMUNERATION OF AUDITORS

2023 2022

$’000 $’000

Audit of the financial statements 110 100

Other Assurance 2 2

112 102

The auditor of Blis Technologies Limited is Deloitte Limited.

5. KEY MANAGEMENT PERSONNEL COMPENSATION

2023 2022

$’000 $’000

Short term employee benefits 1,212 1,160

Long term employee benefits 31 34

Share based payments 37 27

1,280 1,221

Equity settled share based payments

The fair value (at grant date) of performance share rights plan (PSRs) granted to the CEO and certain other senior

management, is recognised in profit or loss within the Consolidated Statement of Comprehensive Income over the

vesting period with a corresponding increase in the share based payment reserve. The estimate of the number of PSRs for

which non market based conditions are expected to be satisfied is revised at each reporting date, with any cumulative

catch-up adjustment recognised in profit or loss. When any PSRs are exercised, the amount in the share based equity

payment reserve relating to those instruments is transferred to share capital as consideration of one option per share.

When any PSRs are cancelled, the amount in the share based payment reserve relating to those PSRs is also transferred to

retained earnings.

Employee share based compensation

From 21 December 2020, the Company grants PSRs to certain members of its senior leadership and senior management

teams under the 2020 and 2021 Performance Share Rights Plan. There were no Employee share based schemes prior to

December 2020.

i) Performance share rights plan

Under the 2020 and 2021 Performance Share Rights Plan, one share right gives the employee the potential to exercise a

share right for an ordinary share in the Company. Performance share rights will only become exercisable if the Company

meets certain market-based and performance based requirements set by the board in respect of its share price and net

profit, and the continuous employment of the relevant holder.

BLIS TECHNOLOGIES LIMITED
53

The plan is a three year scheme, with the potential rights to fully vest on the third anniversary of the grant date (Vesting

Date) if the following criteria are met:

• 50% of the Performance rights shall vest on the Vesting Date subject to the average market price of the shares of

the Company from the Grant Date to the Vesting Date increase by 15% per annum.

• 50% of the Performance rights shall vest on the Vesting Date subject to the Company achieving 15% compound

annual growth rate (CAGR) for net profit from 31 March of the most recent balance date at grant date to the

Vesting Date; and

• The holder of the Performance Rights is continuously employed by the Company during the period from the Grant

Date to the Vesting Date.

Measurement

The fair value of the PSRs was determined using the Black Scholes option pricing model to value the 50% performance

rights which vest on achieving 15% CAGR for net profit being non market conditions and a Monte Carlo simulation

valuation methodology for the 50% performance rights with market based vesting conditions.

The compensation of the key management personnel of the entity, is set out below:

Movements in the number of PSRs outstanding and their exercise prices are as follows:

2023 2022

Number of options outstanding

As at beginning of the year 4,847,000 2,674,000

Granted during the year - 3,270,000

Exercised during the year - -

Lapsed during the year - 1,097,000

As at end of the year 4,847,000 4,847,000

Exercisable at year end - -

Number of employees 4 4

Weighted average exercise price $0.08 $0.08

Weighted average remaining contractual life (months) 14 26

Fair value of rights granted during the year - 104,640

Fair value of rights granted during the year ($ per share) - 0.03

The options outstanding at 31 March 2023 had an exercise price in the range of $0.07 - $0.08 (2022: $0.07-$0.08).

No options lapsed during the year. The weighted average exercise price for options lapsed during the year in 2022 was

$0.08.

ANNUAL REPORT
54

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

Key inputs and assumptions used in fair value of PSRs granted during the year

2023 2022

Share price at grant date - $0.07

Contractual life (years) - 4

Exercise price - $0.07

Dividend yield - 0%

Expected volatility (i) - 70-75%

Risk free rate - 1.28%

(i) The expected share price volatility is derived by analysing the historical volatility over the most recent historical period corresponding to the

term of the PSR.

6. CASH AND CASH EQUIVALENTS AND SHORT-TERM DEPOSITS

Policy

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term highly liquid investments that

are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and

short-term deposits are initially recognised at fair value and subsequently measured at amortised cost using the effective

interest method.

Short term Deposits

Short term deposits includes investments with Bank of New Zealand, with periods ranging up to 365 days.

NZX Bond

A short term deposit is held at Bank of New Zealand as security for a bond issued to the NZX. These funds do not

represent operating cash reserves.

2023 2022

$’000 $’000

Cash and cash equivalents 4,272 8,519

Short-term deposits 4,000 -

8,272 8,519

NZX bond 75 75

7. TRADE AND OTHER RECEIVABLES

Policy

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest method, less any provision for expected credit losses.

BLIS TECHNOLOGIES LIMITED
55

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected credit loss

allowance.

The measurement of expected credit losses is a function of the probability of default, loss given default and the exposure

at default.

The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default

experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific

to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the

current as well as the forecast direction of conditions at the reporting date.

The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of

estimated future cash flows discounted at the effective interest rate computed at initial recognition.

2023 2022

$’000 $’000

Trade receivables 1,448 1,689

Allowance for expected credit losses (note 22 g) - (2)

GST receivable (4) 64

1,444 1,751

Trade receivables and other receivables are non-interest bearing and receipt is normally on 30 to 60 day terms. Therefore,

the carrying value of trade debtors and other receivables approximates its fair value.

8. INVENTORY

Policy

Inventories are stated at the lower of cost and net realisable value. Cost is determined using average cost. Net realisable

value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing,

selling and distribution.

2023 2022

$’000 $’000

Raw materials 540 589

Finished goods 241 470

Provision for write-off (47) (277)

734 782

During the year $43,866 (2022: $276,507) was recognised as an expense in respect of write-downs to inventory to net

realisable value.

ANNUAL REPORT
56

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

9. PROPERTY, PLANT AND EQUIPMENT

Policy

All items of Property, Plant and Equipment are stated at cost less accumulated depreciation, and impairment. Cost includes

expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of a purchase

consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the

date of acquisition.

Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight-line basis so as to write

off the net cost of the asset over its expected useful life to its estimated residual value. The following estimates of useful lives

are used in the calculation of depreciation:

Leasehold improvements 3 – 10 years

Furniture and fittings 3 – 15 years

Plant and equipment 2 – 18 years

2023

ACCUMULATED ACCUMULATED ACCUMULATED BOOK

COST COST DEPRECIATION DEPRECIATION DEPRECIATION VALUE

1 APRIL ADDITIONS/ 31 MARCH 1 APRIL DEPRECIATION REVERSED ON 31 MARCH 31 MARCH

2022 TRANSFERS DISPOSALS 2023 2022 EXPENSE DISPOSAL TRANSFER 2023 2023

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Leasehold

improvements 364 2 - 366 (325) (4) - - (329) 37

Furniture

and fittings 178 3 - 181 (119) (18) - - (137) 44

Plant and

equipment 1,683 45 - 1,728 (1,241) (98) - - (1,339) 389

2,225 50 - 2,275 (1,685) (120) - - (1,805) 470

2022

ACCUMULATED ACCUMULATED ACCUMULATED BOOK

COST COST DEPRECIATION DEPRECIATION DEPRECIATION VALUE

1 APRIL ADDITIONS/ 31 MARCH 1 APRIL DEPRECIATION REVERSED ON 31 MARCH 31 MARCH

2021 TRANSFERS DISPOSALS 2022 2021 EXPENSE DISPOSAL TRANSFER 2022 2022

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Leasehold

improvements 364 - - 364 (320) (5) - - (325) 39

Furniture

and fittings 130 48 - 178 (107) (12) - - (119) 59

Plant and

equipment 1,518 165 - 1,683 (1,114) (127) - - (1,241) 442

2,012 213 - 2,225 (1,541) (144) - - (1,685) 540

BLIS TECHNOLOGIES LIMITED
57

10. FINITE LIFE INTANGIBLE ASSETS

Policy

Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated impairment

losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful lives,

residual values and amortisation method are reviewed at the end of each reporting period, with the effect of any

changes in estimate being accounted for on a prospective basis.

Intellectual Property

The cost of intellectual property is written off until such time as it becomes clear that future economic benefits

attributable to that expenditure will flow to the Group and there is sufficient evidence to support the probability of the

expenditure generating sufficient future economic benefits.

Intellectual property including patents, trademarks and licenses are considered finite life intangibles and are recorded at

cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the estimated

useful life of the intangible asset being 10 to 20 years. The estimated useful life and amortisation method is reviewed at

the end of each annual reporting period.

Website

Following the initial investment, which is recorded at cost and amortised over 3 years, the cost of further website

development is expensed as incurred.

Internally generated Intangible Assets – Capitalised Product Development Expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an internal

project) is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or sell

the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from

the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated

intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is

incurred.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated

amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately. The useful

life of internally generated intangible assets is 8 years.

ANNUAL REPORT
58

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

Impairment of Assets

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any

indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash

flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to

which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have

not been adjusted.

If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying amount, the carrying

amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit

or loss immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to

the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed

the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-

generating unit) in prior years.

IT, WEBSITE

CAPITALISED DEVELOPMENT

TRADEMARKS PATENTS DEVELOPMENT AND SOFTWARE TOTAL

2023 $’000 $’000 $’000 $’000 $’000

Gross Carrying Amount

Balance at 1 April 2022 212 1,191 4,169 400 5,972

Additions 12 35 - - 47

Disposals - - (66) - (66)

Balance at 31 March 2023 224 1,226 4,103 400 5,953


Accumulated amortisation and impairment

Balance at 1 April 2022 47 960 3,252 258 4,517

Amortisation expense 19 62 116 31 228

Impairment expense 29 - 215 90 334

Disposals - - (15) - (15)

Balance 95 1,022 3,568 379 5,065

Net Book Value at 31 March 2023 129 204 535 21 889

BLIS TECHNOLOGIES LIMITED
59

IT, WEBSITE

CAPITALISED DEVELOPMENT

TRADEMARKS PATENTS DEVELOPMENT AND SOFTWARE TOTAL

2022 $’000 $’000 $’000 $’000 $’000

Gross Carrying Amount

Balance at 1 April 2021 206 1,164 4,169 400 5,939

Additions - acquired 6 43 - - 49

Disposals - (16) - - (16)

Balance at 31 March 2022 212 1,191 4,169 400 5,972


Accumulated amortisation and impairment

Balance at 1 April 2021 26 900 3,115 187 4,228

Amortisation expense 21 60 137 71 289

Balance 47 960 3,252 258 4,517

Net Book Value at 31 March 2022 165 231 917 142 1,455

Trademarks are amortised over their estimate useful lives, which is on average 10 years.

Patents are amortised over their estimated useful lives, which is on average 20 years.

The amortisation period for development costs incurred on the Group’s K12, M18 and Q24 product development is 8

years.

The amortisation period for the development costs incurred on the Group’s IT, website and software development is 3

years.

$334,000 impairment losses have been recorded in the current year (2022: Nil). The $334,000 impairment loss relates to

capitalised product development expenditure and IT, website development and software expenditure attributable to

product lines which have been discontinued during the year where it was assessed that the carrying value exceeded their

recoverable amount.

Capitalised product development expenditure relates to costs incurred in relation to the development of ingredient,

intermediate and food products containing BLIS, and the associated regulatory approval processes.

Impairment test for Intangible Assets

For the purposes of preparing these accounts, the Board reviewed the intangible assets and have determined that there

is no further impairment of any intangible assets.

The Group is considered to be one cash-generating unit.

The calculation of the recoverable amount has been determined based on a value-in-use calculation that uses cash flow

projections based on the financial forecasts prepared by management covering a five-year period.

The recoverable amount calculations are most sensitive to assumptions regarding sales growth rate.

ANNUAL REPORT
60

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

Annual sales growth rates have increased from previous assessments reflecting forecast growth in existing and emerging

markets.

Key assumptions used in the value-in-use calculation are:

• Annual sales growth rate of between 11% - 38% (2022: 12-30%)

• Contribution margins of 67% - 70% (2022: 70% – 83%)

• Pre-tax discount rate of 18.39% (2022: 18.36% pre tax)

• Terminal growth rate of 2% (2022: 2%)

The calculation supports the carrying amount of intangible assets.

• Reducing sales growth by 20% overall would not result in an impairment loss.

If sales growth and/or contribution margins fall short of projections, the recoverable amount of the capitalised product

development and patent expenditure may be less than the carrying value.

11. LEASES

Policy

The Group as a lessee

The Group leases certain property, plant and equipment. The Group recognises a right-of-use asset and a corresponding

lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of

low value assets where the Group recognises the lease payments as an other operating expense on a straight-line basis

over the term of the lease.

Lease Liabilities

Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement

date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its

incremental borrowing rate (IBR).

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments, less any lease incentives;

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the

commencement date;

• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the

lease.

Lease liabilities are presented as a separate line in the balance sheet and are subsequently measured by increasing the

carrying amount to reflect interest on the lease (using the effective interest method) and reducing the carrying amount

to reflect the lease payments made.

BLIS TECHNOLOGIES LIMITED
61

The Group remeasures the lease liability if:

• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the

lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

• Lease payments changing due to changes in an index or rate, in which case the lease liability is remeasured by

discounting the revised lease payments using the initial discount rate; or

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease

liability is remeasured by discounting the revised lease payments using a revised discount rate.

Right of Use (ROU) assets

ROU assets comprise of the initial measurement of the corresponding lease liability, lease payments made at or before the

commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and

impairment losses.

Wherever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is

located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is

recognised and measured under NZ IAS 37. The costs are included in the related ROU asset, unless those costs are incurred

to produce inventories.

ROU assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The estimated

useful lives of ROU assets are determined on the same basis as similar owned assets within property, plant and equipment.

Depreciation starts at the commencement date of the lease.

ROU assets are presented as a separate line in the balance sheet.

The Group applies NZ IAS 36 to determine whether a ROU asset is impaired and accounts for any identified loss under the

same policy adopted for property, plant and equipment.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and ROU

asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those

payments occurs and are included in other operating expenses in the statement of comprehensive income.

Right-of-use assets

OFFICE

PROPERTIES EQUIPMENT TOTAL

2023 $’000 $’000 ’000

As at 1 April 2022 664 31 695

Additions 112 - 112

Terminations - - -

Depreciation expense (211) (10) (221)

Depreciation write back on terminations - - -

Net Book Value as at 31 March 2023 565 21 586

ANNUAL REPORT
62

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

OFFICE

PROPERTIES EQUIPMENT TOTAL

2022 $’000 $’000 ’000

As at 1 April 2021 437 41 478

Additions 422 - 422

Terminations - - -

Depreciation expense (195) (10) (205)

Depreciation write back on terminations - - -

Net Book Value as at 31 March 2022 664 31 695

Lease Liabilities – Maturity Analysis

2023 2022

$’000 $’000

Less than one year 229 205

Between one and five years 294 427

More than five years 96 87

619 719

Current 229 205

Non-Current 390 514

Total 619 719

The Group leases various properties and office equipment under non-cancellable leases expiring within one to nine years.

The leases have varying terms and have no option to purchase in respect to the leased equipment in the financial year

ended 31 March 2023.

2023 2022

Amounts Recognised in consolidated statement of comprehensive income:

Depreciation of right-of-use assets 221 205

Interest expense on lease liabilities 43 36

Expense relating to short-term leases 2 1

Expense relating to low value assets - -

The total cash outflow for leases in 2023 was $257,028 (2022: $235,254).

The incremental borrowing rate applied on properties was 6% (2022: 6%) and office equipment 6% (2022: 6%).

BLIS TECHNOLOGIES LIMITED
63

The below table details changes in the group’s lease liabilities from financing activities, including both cash and non-cash

changes.

Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in

the group’s statement of cash flows from financing activities.

OPENING RECOGNISED CLOSING

BALANCE AT NON-CASH ON NON-FINANCING FINANCING BALANCE AT

1 APRIL 2022 CHANGES

1

ACQUISITION CASH FLOWS CASH FLOWS 31 MARCH 2023

2023 $’000 $’000 $’000 $’000 $’000 $’000

Lease liabilities 719 118 - - (218) 619

719 118 - - (218) 619

OPENING RECOGNISED CLOSING

BALANCE AT NON-CASH ON NON-FINANCING FINANCING BALANCE AT

1 APRIL 2021 CHANGES

1

ACQUISITION CASH FLOWS CASH FLOWS 31 MARCH 2022

2022 $’000 $’000 $’000 $’000 $’000 $’000

Lease liabilities 495 422 - - (198) 719

495 422 - - (198) 719

(1) Non-cash changes within lease liabilities relate to new leases entered into during the financial year, interest, lease modifications and

reassessments of lease terms.

12. TRADE AND OTHER PAYABLES

Policy

Trade Payables

Trade payables are initially measured at fair value and subsequently measured at amortised cost using the effective

interest rate method.

Employee Benefits

Provision is made for benefits accruing to employees in respects of wages and salaries and annual leave when it is

probable that settlement will be required, and they are capable of being measured reliably. Provisions are initially

measured at fair value and subsequently measured at amortised cost using the effective interest rate method.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal

values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee

benefits which are not expected to be settled within 12 months are measured at the present value of the estimated

future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

2023 2022

$’000 $’000

Trade payable 1,155 1,053

Employee entitlements 198 185

1,353 1,238

ANNUAL REPORT
64

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

13. BORROWINGS

Policy

Borrowings are recognised initially at fair value less directly attributable transaction costs and subsequently measured at

amortised cost using the effective interest method.

2023 2022

$’000 $’000

Asset finance - 35

Total borrowings - 35

2023 2022

$’000 $’000

Current borrowings - 35

Non-current borrowings - -

Total borrowings - 35

The Group has an undrawn trade credit loan facility with the Bank of New Zealand that has a base limit of $550,000. The

effective interest rate of the trade credit loans is between 5.89% - 6.87% (2022: 5.89% - 6.87%).

Asset Finance loan with the Bank of New Zealand was utilised to finance the purchase of the Natoli tablet press. The

loan had an effective interest rate for 2022 of 5.70%. The term of this loan was over 60 months with the final payment in

December 2022. The loan was secured over the Natoli tablet press, purchased for $293,479.

Security

The banking facilities from Bank of New Zealand are secured by general security agreement over all present and after

acquired property of Blis Technologies Limited. There is assignment of Trade Credit Insurance Policy covering export

receivables and specific security (set off and charge) over Term Deposit funds to secure NZX Bond.

14. INVESTMENT IN SUBSIDIARY

PERCENTAGE BALANCE PRINCIPAL

HELD DATE ACTIVITY

2023 2022


Blis Functional Foods Limited 100% 100% 31 March Non-trading

BLIS TECHNOLOGIES LIMITED
65

15. SHARE CAPITAL AND EARNINGS PER SHARE

2023 2022

NO. OF SHARES $’000 NO. OF SHARES $’000


Balance at the beginning of the year (fully paid) 1,273,801,599 46,649 1,107,653,565 37,469

Share capital issued - - 166,148,034 9,188

Capital raising costs paid - - - (54)

Shares pursuant to the CEO share plan

- - - 46

Balance at the end of the year 1,273,801,599 46,649 1,273,801,599 46,649

All 1,273,801,599 ordinary shares are issued and carry equal voting rights. All issued shares participate equally in any

dividend distribution or any surplus on winding up of the Company.

On 2 June 2016, 5,500,000 shares were issued to Mr Brian Watson, Chief Executive of the Company. The shares were

issued at a price of $0.0299 per share. Details of this transaction is shown in note 17.

2023 2022

Loss per share $’000 $’000

Loss attributable to members of the Company used in

calculating basic and diluted EPS ($’000) (1,350) (2,707)

Weighted average number of ordinary shares (‘000) for basic EPS 1,273,802 1,229,982

Effect of dilution due to performance rights - -

Weighted average number of ordinary shares (‘000) for diluted EPS 1,273,802 1,229,982

Loss per share

Basic EPS (cents) (0.11) (0.22)

Diluted EPS (Cents) (0.11) (0.22)

Recognition and measurement

Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing

equity (other than dividends), divided by the weighted average number of ordinary shares outstanding during the

financial year. Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be

converted into ordinary shares in the Company.

16. RESERVES

Nature and purpose of share based payment equity reserves

Share based payment equity reserve

The Share option equity reserve relates to the CEO share plan refer note 17.

ANNUAL REPORT
66

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

Employee performance rights plan reserve

The Reserve is used to recognise the fair value of PSRs granted but not exercised refer to note 5. The movements relating to

the employee performance rights plan are reflected in the share based payments equity reserve.

2023 2022

$’000 $’000

Balance at the beginning of the year 37 23

Repayment of CEO share option equity reserve - (13)

Expense recognised in relation to employee performance rights plan reserve 37 27

Balance at end of the year 74 37


17. RELATED PARTY TRANSACTIONS

During the year, BLIS products were sold to the following related parties (excluding web sales).

ASSOCIATE ENTITY DIRECTOR 2023 2022

Probi AB Dr J Andreas $287,569 $3,900

In 2022 Blis entered into a licence and supply agreement which grants Probi rights to manufacture and sell Blis K12™ and

M18™. The above $287,569 reflects these transactions for the year ended 31 March 2023 (2022: $3,900).

At 31 March 2023 Blis had a receivable balance from Probi of $113,600 (2022:Nil).

Product seconds are made available to the staff and Board members for personal use at no charge.

CEO Share based payment and issue of shares to the CEO

The Company entered into a Subscription Agreement and issued 5,500,000 new ordinary shares to the CEO, Brian Watson,

on 2 June 2016. The shares were issued for cash consideration of 2.99 cents per share being an aggregate $164,500, which

was satisfied by way of a contemporaneous interest free loan provided by the Company to the CEO for an aggregate

amount equivalent to the subscription price for the shares.

The loan is secured by a lien on the issued shares and repayable in equal annual instalments commencing on the 1st of

December 2017 with the final instalment on 1 December 2021.

The shares were issued at 90% of the volume weighted average share price for the 5 trading days prior to 1 June 2016. The

issue price was considered by the Directors of the Company to be equivalent to the price that the tranche of shares would

have been issued to an independent third party at the time of issue.

The Subscription Agreement provides security against the loan through a charge on the shares.The appropriate approach

consistent with the relevant accounting standard is to treat the entire arrangement as a share option.

Using the Black Scholes option pricing model for the CEO Share Plan at an implied volatility of 32% and referenced to the

prevailing share price of 3.32 cents on 2 June 2016 yielded an aggregate option value of $54,517. This amount was treated

as an expense.

BLIS TECHNOLOGIES LIMITED
67

As a result of the charge to the statement of comprehensive income, a CEO Share based payment Reserve was created

in the Consolidated Balance Sheet. Upon receipt of each of the scheduled loan repayment the notional option value

associated with each tranche transfers from the CEO Share Plan Reserve to Share Capital and the amount of each loan

repayment recorded to equity to represent the consideration received for each tranche of shares issued to the CEO.

Consideration of $32,900 was received for the fifth and final tranche of shares in March 2022 (Fourth instalment

November 2020 $32,900, third instalment in November 2019: $32,900, second instalment in November 2018: $32,900, first

instalment in November 2017 $32,900).

Fair Value of Share Options

The fair value of the share options granted during the 2017 financial year was $54,517. Options were priced using

the Black-Scholes option pricing model. Expected volatility is based on the historical share price over the past 5 years,

consistent with the options lives, factoring in a step change in the 9 months prior to grant date.

No allowance for early exercise was incorporated into the fair value calculation as it was assumed that the CEO would

exercise the options at the latest exercise date.

There are no market or service conditions.

The fair value model is most susceptible to changes in the expected volatility. Had an expected volatility of 45% been

utilised, the fair value of the share options would have been $69,000.

Inputs to the model:

Option Series

1 2 3 4 5

Grant date weighted average share price $0.0322 $0.0322 $0.0322 $0.0322 $0.0322

Exercise price $0.0299 $0.0299 $0.0299 $0.0299 $0.0299

Expected volatility 31.93% 31.93% 31.93% 31.93% 31.93%

Option life (years) 1.5 2.5 3.5 4.5 5.5

Dividend yield 0% 0% 0% 0% 0%

Risk free interest rate 2.07% 2.01% 2.00% 2.06% 2.02%

Final exercise date 1/12/17 1/12/18 1/12/19 1/12/20 1/12/21

18. COMMITMENTS FOR EXPENDITURE

As at 31 March 2023 there was $86,293 of capital expenditure commitments (2022: $nil).

19. CONTINGENT ASSETS AND CONTINGENT LIABILITIES

There were no material contingent assets or contingent liabilities at 31 March 2023 (2022: $nil).

ANNUAL REPORT
68

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

20. SEGMENTAL REPORTING

20.1 Operating segments

The Group is internally reported as a single operating segment to the chief operating decision-maker.

20.2 Revenue from major products and services

2023 2022

$’000 $’000

The Group’s revenues from its major products and services were as follows:

BLIS products 10,235 8,965

Non-core business 255 488

Total Revenue and Other Income 10,490 9,453

Non-core business includes grant revenue and contract manufacturing revenue of non-BLIS branded products.

20.3 Information about geographical areas

The Group operates in 3 principal geographical areas, Asia Pacific, Europe Middle East and Africa (EMEA) and North

America.

The Group’s revenue from external customers and information about its assets by geographical location (of the customer)

are detailed below:

REVENUE FROM

EXTERNAL CUSTOMERS NON-CURRENT ASSETS

2023 2022 2023 2022

$’000 $’000 $’000 $’000

New Zealand 2,052 1,539 1,926 2,690

Asia Pacific (excl. NZ) 1,313 1,426 - -

EMEA 4,594 2,857 - -

North America 2,276 3,143 - -

Total revenue 10,235 8,965 1,926 2,690

Grant revenue 38 435 - -

Other revenue 10 - - -

Interest revenue 207 53 - -

Total revenue & other income 10,490 9,453 1,926 2,690

Included in revenue are revenues of $4,507k and $895k and $684k (2022: $2,822k and $1,775k and $909k) which arose

from sales to the Group’s three largest customers (2022: three).

Web sales are allocated to the region where the end consumer is based.

BLIS TECHNOLOGIES LIMITED
69

21. RECONCILIATION OF NET SURPLUS /(DEFICIT) WITH CASHFLOWS FROM

OPERATING ACTIVITIES

Policy

For the purpose of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and

investments in money market instruments net of outstanding bank overdrafts.

The cash flow statement is prepared exclusive of GST, which is consistent with the method used in the consolidated

statement of comprehensive income.

Definition of terms used in the cash flow statement:

Operating activities include all transactions and other events that are not investing or financing activities.

Investing activities are those activities relating to the acquisition and disposal of current and non-current investments

and any other non-current assets.

Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and

those activities relating to the cost of servicing the Group’s equity.

2023 2022

$’000 $’000

Net surplus /(Deficit) for the year (1,350) (2,707)

Adjustments for non-cash items:

Amortisation 228 289

Depreciation property, plant and equipment 120 144

Depreciation right of use assets 221 205

Foreign exchange loss / (gain) (16) (105)

ECL provision - -

Lease liability adjustment 24 -

PSR Expense 38 27

Loss /(gain) on fair value of foreign exchange contracts 27 84

Loss on disposal of intangible assets 51 16

Impairment of intangible assets 334 -

Loss /(gain) on disposal of fixed assets - -

(323) (2,047)

ANNUAL REPORT
70

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

2023 2022

$’000 $’000

Movements in working capital

Trade and other receivables 307 (179)

Prepayments (42) 10

Inventories 48 222

Trade and other payables 116 (311)

429 (258)

Net cash inflow/ (outflow) from operating activities 106 (2,305)

22. FINANCIAL INSTRUMENTS

Policy

Financial Instruments

Financial assets and financial liabilities are recognised on the Group’s Balance Sheet when the Group becomes a party to

the contractual provisions of the instrument.

All of the Group’s financial assets (excluding derivative financial assets) are measured at amortised cost. Foreign exchange

contracts are measured at fair value, all of the Group’s other financial liabilities are measured at amortised cost.

(a) Financial risk management objectives

Exposure to credit, interest rate, foreign currency and liquidity risks arises in the normal course of the Group’s business.

The Group does not enter into derivative financial instruments for speculative purposes. The Group utilises forward cover

on confirmed foreign currency transactions. Specific risk management objectives and policies are set out below.

(b) Capital risk management

The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the

return to stakeholders through the optimisation of debt and equity.

The capital structure of the Group comprises issued capital reserves, share based payment equity reserves and retained

earnings as disclosed in the Statement of Changes in Equity.

The Group’s Board of Directors reviews the capital structure on a regular basis.

The Group is not subject to externally imposed capital requirements.

The Group’s overall strategy remains unchanged from 2022.

BLIS TECHNOLOGIES LIMITED
71

(c) Market risk

Market risk is the potential for change in the value of financial instruments caused by a change in the value, volatility

or relationship between market risks and prices. Market risk arises from the mismatch between assets and liabilities. The

Group’s activities expose it primarily to market risk associated with changes in foreign currency rates and interest rates

as set out below. These risks are measured using sensitivity analysis. The mechanisms for managing these risks are set

out below. The Group enters into foreign exchange contracts to manage its exposure to foreign currency transactions,

there have been no changes during the year to the Group’s exposure to such risks or the manner in which the risks are

measured and managed.

(d) Interest rate risk

The Group is exposed to interest rate risk as from time to time it borrows funds at floating interest rates and also invests

cash in short term deposits at fixed interest rates. Fair value interest rate risk is the risk that the value of a financial

instrument will fluctuate due to changes in market interest rates.

Investments and borrowings at fixed interest rates expose the Group to fair value interest rate risk. The Group does

not hedge this risk. Cash flow interest rate risk is the risk that the cash flows from a financial instrument will fluctuate

because of changes in market interest rates. Borrowings issued at variable interest rates expose the Group to cash flow

interest rate risk. The Group does not hedge this risk.

(e) Foreign exchange risk

In the course of normal trading activities, the Group undertakes transactions denominated in foreign currencies;

hence exposures to exchange rate fluctuations arise. The Group enters into foreign exchange contacts on certain sales

denominated in foreign currencies to economically hedge the foreign exchange risk associated with the timing between

the date of sale and receipt of payment. The Group has not adopted hedge accounting.

The carrying amount of the Group’s foreign currency denominated monetary assets are as follows:

2023 2022

$’000 $’000

Euro 108 104

United States dollar 113 114

Canadian dollar 1 7

ANNUAL REPORT
72

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

The table below details the notional principal amounts and remaining terms of foreign exchange contracts outstanding

at reporting date:


AVERAGE NOMINAL FAIR

CONTRACT FOREIGN CONTRACT VALUE ASSET

RATE CURRENCY VALUE /(LIABILITY)


2023 2022 2023 2022 2023 2022 2023 2022

$’000 $’000 $’000 $’000 $’000 $’000

Euro

Less than 1 year - 0.5901 - 433 - 458 - 25

USD

Less than 1 year 0.6263 - 320 - 319 - (1) -

CAD

Less than 1 year - 0.8404 - 23 - 24 - 1

320 456 319 482 (1) 26

The above tables express foreign currency amounts in New Zealand dollar equivalents using the exchange rates at 31

March 2023 and 31 March 2022.The rates applied at 31 March 2023 were:

2023 2022

$’000 $’000

EUR 0.5730 0.6238

USD 0.6250 0.6963

CAD 0.8449 0.8687

The fair value of the foreign exchange contracts is based on a discounted cash flow analysis using observable market data

and is a level 2 fair value measurement.

Foreign exchange rate sensitivity

Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical

movements. A movement of plus or minus 10% has therefore been applied to the exchange rates to demonstrate the

sensitivity to foreign currency risk of the Group.

The following sensitivity is based on the foreign currency risk exposures in existence at balance date. The impact of a plus

or minus 10% foreign exchange movement on New Zealand dollars against all trading currencies, with all other variables

held constant, is illustrated below:

-10% +10%

2023 2022 2023 2022

$’000 $’000 $’000 $’000

Surplus / (deficit) before tax (36) (97) 28 32

(f) Other price risk

The Group is not exposed to substantial other price risk arising from financial instruments.

BLIS TECHNOLOGIES LIMITED
73

(g) Credit risk

Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the

Group. Financial instruments which potentially subject the Group to credit risk, principally consist of bank balances and

trade and other receivables.

In the normal course of business, the Group is exposed to counterparty credit risk. The maximum exposure to credit risk

is equal to the carrying value of cash and short term deposits, trade and other receivables and transactions with financial

institutions (derivative financial instruments). The Group requires payment of deposits prior to production by high credit

risk customers and carries trade credit insurance for its four largest customers. The Group, as a result of the markets in

which they operate, can be exposed to significant concentrations of credit risk from trade receivables. They do not require

any collateral or security to support financial instruments as these represent deposits with, or loans to, banks and other

financial institutions with high credit ratings.

2023 2022

$’000 $’000

Cash and cash equivalents 8,272 8,519

NZX bond 75 75

Trade receivables (net of loss allowance) 1,448 1,687

GST receivable (4) 64

9,791 10,345

Ageing receivables breakdown

ALLOWANCE

GROSS FOR EXPECTED

AMOUNTS CREDIT NET

RECEIVABLE LOSSES BALANCE

2023 $’000 $’000 ’000

Current 1,362 - 1,362

0 – 30 days (past due) 64 - 64

31 – 60 days (past due) - - -

Greater than 60 days (past due) 22 - 22

Total past due 86 - 86

Total trade receivables 1,448 - 1,448

2022

Current 905 - 905

0 – 30 days (past due) 750 - 750

31 – 60 days (past due) 5 - 5

Greater than 60 days (past due) 29 (2) 27

Total past due 784 (2) 782

Total trade receivables 1,689 (2) 1,687

ANNUAL REPORT
74

NOTES TO AND FORMING PART OF THE CONSOLIDATED

FINANCAL STATEMENTS (CONTINUED)

At 31 March 2023, trade receivable includes amounts of $485k, $245k and $187k (2022: $266k, $181k and $860k) due

from the Group’s three largest receivables (2022: three). All of the Group’s bank accounts are held with Bank of New

Zealand. Otherwise the Group does not have any other concentrations of credit risk.

(h) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate

liquidity risk management framework for the management of the Group’s short, medium and long-term funding and

liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group

also has approved trade funding facilities with a base limit of up to $550k which are linked to customer specific limits. As

at 31 March 2023 the facility was not drawn down (2022: Nil).

The maturity profiles of the Group’s interest-bearing investments and borrowings are disclosed later in this note.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for non-derivative financial assets and financial

liabilities. The tables have been drawn up based on the undiscounted contractual cash flows of the financial assets and

financial liabilities including interest that will accrue to those assets or liabilities.

WEIGHTED

AVERAGE YEARS

EFFECTIVE

INTEREST RATE < 1 1 - 2 2 - 3 3 - 4 4 - 5 5 + TOTAL

2023 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Financial liabilities at amortised cost

Trade payables - 1,155 - - - - - 1,155

Borrowings 5.70% - - - - - - -

Lease liabilities 6.00% 259 194 48 48 48 104 701

Total 1,414 194 48 48 48 104 1,856

WEIGHTED

AVERAGE YEARS

EFFECTIVE

INTEREST RATE < 1 1 - 2 2 - 3 3 - 4 4 - 5 5 + TOTAL

2022 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Financial liabilities at amortised cost

Trade payables - 1,053 - - - - - 1,053

Borrowings 5.70% 36 - - - - - 36

Lease liabilities 6.00% 242 242 177 30 30 95 816

Total 1,351 242 177 30 30 95 1,905

BLIS TECHNOLOGIES LIMITED
75

(i) Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

• the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active

liquid markets are determined with reference to quoted market prices; and

• The fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined

in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from

observable current market transactions and dealer quotes for similar instruments.

The Directors consider that the carrying amount of financial assets and financial liabilities recorded at amortised cost in

the financial statements approximates their fair values.

23. EVENTS AFTER BALANCE DATE

There were no significant events after balance date (2022: nil).

ANNUAL REPORT
76

The Company’s ordinary shares are listed on the NZX Limited Main Board (NZSX).

As at 31 March 2023 the total number of issued ordinary shares in the Company was 1,273,801,599.

1. SUBSTANTIAL PRODUCT HOLDERS

The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct

Act 2013. These substantial product holders are shareholders that have a relevant interest in 5% or more of the ordinary

shares in the Company. As at 31 March 2023 details of the substantial product holders of the Company and their relevant

interests in the ordinary shares of the Company are as follows:

NAME OF SUBSTANTIAL PRODUCT HOLDER SHAREHOLDING AS AT 31 MARCH 2023 % OF ISSUED SHARE CAPITAL

Probi AB 166,148,034 13.04%

Sinclair Capital Management Limited 165,141,729 12.96%

Roger Norman Macassey and Mark Andrew Taylor as

Trustees of the E S Edgar Trust 142,213,158 11.16%

Included within the Sinclair Capital Management Limited shareholding is 142,213,158 shares in which Roger Norman

Macassey and Murray Graham Valentine as Trustees of the E S Edgar Trust have a relevant interest as beneficial owner

and are held by Leveraged Equities Finance as legal owner.

2. SPREAD OF SECURITY HOLDERS AT 31 MARCH 2023 – ORDINARY SHARES

NUMBER OF PERCENTAGE OF PERCENTAGE OF

SECURITY HOLDERS SECURITY HOLDERS SHARES HELD

1-50,000 1,370 51.66% 2.31%

50,001-100,000 450 16.97% 2.78%

100,001-150,000 171 6.45% 1.72%

150,001-200,000 135 5.09% 1.95%

200,001-300,000 135 5.09% 2.69%

300,001-500,000 152 5.73% 4.97%

500,001-1,000,000 110 4.15% 6.60%

1,000,001-5,000,000 94 3.54% 16.90%

5,000,001 and above 35 1.32% 60.06%

Total number of security holders is 2,652

FOR THE YEAR ENDED 31 MARCH 2023

ADDITIONAL STOCK

EXCHANGE INFORMATION

BLIS TECHNOLOGIES LIMITED
77

3. TWENTY LARGEST EQUITY SECURITY HOLDERS

The names of the 20 largest holders of each class of quoted equity security as at 31 March 2023 are listed below.

NUMBER OF ISSUED PERCENTAGE

TOP 20 SHAREHOLDERS ORDINARY SHARES ISSUED

Leveraged Equities Finance Limited 182,671,130 14.34%

Probi AB 166,148,034 13.04%

New Zealand Depository Nominee 49,196,028 3.86%

Mingchun Qiu 26,895,482 2.11%

Zhaoyi Li 25,000,000 1.96%

Mark Alexander Stevens & Wendy Joanne Stevens & W M C Trustees Limited 24,094,577 1.89%

Asia Pacific Partners Limited 21,850,878 1.72%

Barry Charles Richardson & Joy Vera Richardson 17,903,625 1.41%

Hui Ai Adriana Tong & Morlan Tong 16,878,179 1.33%

FNZ Custodians Limited 15,778,452 1.24%

Stephen Patrick Ward & Julie Patricia Ward & James Michael Ward 15,307,128 1.20%

Phaben Holdings Limited 15,243,436 1.20%

Custodial Services Limited 13,120,576 1.03%

Caroline Robyn Ball & Christopher John Thomson Bush 11,857,968 0.93%

Jennbring Fruit Ltd 11,800,000 0.93%

Anthony Paul Offen & Bilinda Jane Offen & Downie Stewart Trustee Limited 11,157,388 0.88%

Richard Mark Keenan 10,037,308 0.79%

Bilinda Jane Offen 10,000,000 0.79%

Circada Limited 10,000,000 0.79%

Edinburgh Securities Limited 10,000,000 0.79%

664,940,189 52.20%


4. CREDIT RATING

The Company does not currently have a credit rating.

5. NZX MATTERS

No waivers were granted by NZX (or relied upon) with respect to the Company during the period 1 April 2022 to 31

March 2023 and NZX did not exercise any powers under listing rule 9.9.3 during that period.

ANNUAL REPORT
78



Independent Auditor’s Report

To the Shareholders of Blis Technologies Limited

Opinion

We have audited the consolidated financial statements of Blis Technologies Limited (the ‘company’)

and its subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at

31 March 2023, and the consolidated statement of comprehensive income, consolidated statement

of changes in equity and consolidated statement of cash flows for the year then ended, and notes to

the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 41 to 75, present

fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2023,

and its consolidated financial performance and 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 (‘ISAs’) and

International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those

standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements section of our report.

We 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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand)

issued by the New Zealand Auditing and Assurance Standards Board and

the International Ethics Standards Board for Accountants’ International Code of Ethics for

Professional Accountants (including International Independence Standards), and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the Company or

any of its subsidiaries, except that partners and employees of our firm deal with the Company and

its subsidiaries on normal terms within the ordinary course of t

rading activities of the business of the

Company and its subsidiaries.

Audit materiality We consider materiality primarily in terms of the magnitude of misstatement in the financial

statements of the

Group that in our judgement would make it probable that the economic decisions

of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’

materiality). In addition, we also assess whether other matters that come to our attention during

the audit would in our judgement change or influence the decisions of such a person (the

‘qualitative’ materiality). We use materiality

both in planning the scope of our audit work and in

evaluating the results of our work.

We determined materiality for the Group’s financial statements as a whole to be $180,000.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance

in our audit of the

consolidated financial statements of the current period. 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.

BLIS TECHNOLOGIES LIMITED
79




Key audit matter How our audit addressed the key audit matter

Impairment of intangible assets

The Group’s ability to generate revenue is linked to capitalised

development costs in respect of ingredients for the Group’s

products. These are included in the balance sheet as internally

generated intangible assets.

The total carrying value of intangible assets at 31 March 2023 is

$0.889m as shown in the Consolidated Balance Sheet and note

10, of which $0.535m relates to capitalised internally developed

intangible assets.

The carrying value of intangible assets is particularly judgemental

given its dependency on forecasts of revenue growth.

The impairment of intangible assets is a key audit matter due to

the significant increase in internally developed intangible assets

in the prior year, alongside a decline in operating results and

impairment of intangible assets totalling $344,000 in the current

year. This increases the significance and complexity of audit work

required to assess the reasonableness of management’s

judgements and estimates involved in determining revenue

forecasts used by the Group to assess the recoverable amount of

these assets. If the Group is unable to produce sustainable

operating cashflows, this affects the carrying value of its key

intangible assets.

Disclosure of the Group’s impairment assessment is contained in

note 10.

Our procedures focused on evaluating the appropriateness of

the significant judgements and assumptions that relate to

revenue forecasts and operating cash flows included in the

impairment model.

Our procedures included, amongst others:

• Obtaining the Group’s impairment model and gaining an

understanding of key assumptions and judgements

underlying the model.

• Assessing the integrity of the value in use calculation,

including the mathematical accuracy of the underlying

model.

• Assessing compliance of the impairment model with the

requirements of NZ IAS 36 Impairment of Assets.

• Assessing the impairment model for consistency with

the prior year and determining whether any significant

changes to the model were appropriate.

• Challenging the reasonableness of the key assumptions

including those driving the cash flows underpinning the

analysis, by:

o Comparing historical budget forecasts against actual

results.

o Comparing forecast growth to business plans

approved by the Board.

o Engaging an internal valuation expert to assess the

appropriateness of the impairment model and

benchmark the Group’s discount rate by comparing

to an independently developed discount rate using

publicly available market data for similar entities.

• Performing sensitivity analysis on the model by varying

key assumptions such as revenue growth and discount

rate assumptions to assess the impact on forecasted

cashflows.




Other information The directors are responsible on behalf of the Group for the other information. The other

information comprises the information in the Annual Report that accompanies the consolidated

financial statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and we

do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit

or otherwise

appears to be materially misstated. If so, we are required to report that fact. We have nothing to

report in this regard.


Directors’ responsibilities for the

consolidated financial statements



The directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control

as the directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

ANNUAL REPORT
80




matters related to going concern and using the going concern basis of accounting unless the

directors eith

er 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 and ISAs (NZ) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of these consolidated financial statements.


A further description of our responsibilities for the audit of the consolidated financial statements is

located on 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.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so

that we might state to the Company’s shareholders those matters 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 othe

r than the Company’s shareholders as a body, for our audit work,

for this report, or for the opinions we have formed.




Mike Hawken, Partner

for Deloitte Limited

Dunedin, New Zealand

24 May 2023

BLIS TECHNOLOGIES LIMITED
81

ANNUAL REPORT
82

COMPANY NUMBER

1042367


ISSUED CAPITAL

1,273,801,599 Ordinary Shares


REGISTERED OFFICE

Blis Technologies Limited

Ground Floor, 442 Moray Place, Dunedin Central

Dunedin 9016


SHAREHOLDERS

Listed on the NZX main board


SHARE REGISTRAR

Link Market Services Limited

Deloitte Centre, 80 Queen street

Auckland


DIRECTORS

G Plunket

A Balfour

A McCammon

Dr B Richardson

Dr J Andreas (appointed 1 January 2023)

Dr A Stewart


CHIEF EXECUTIVE

B Watson


AUDITORS

Deloitte Limited

PO Box 1245

Dunedin


BANKERS

Bank of New Zealand

Dunedin


SOLICITORS

Anderson Lloyd

Private Bag 1959

Dunedin 9054


Downie Stewart Lawyers

PO Box 1345

Dunedin 9054


Goldsmith Law

PO Box 40

Dunedin 9054


WEBSITE

www.blisprobiotics.co.nz

FACEBOOK

https://www.facebook.com/BLISTechnologiesLtd


INSTAGRAM

https://www.instagram.com/blistechnologies

COMPANY

DIRECTORY

FOR THE YEAR ENDED 31 MARCH 2023

BLIS TECHNOLOGIES LIMITED
83

ANNUAL REPORT
84

www.blis.co.nz

Physical Address

Blis Technologies Limited

Ground Floor

442 Moray Place

Dunedin 9016

Postal Address

PO Box 2208

Dunedin 9044

New Zealand

Email

info@blis.co.nz

Telephone

+64 3 474 0988

---

Results announcement



Results for announcement to the market

Name of issuer Blis Technologies Limited

Reporting Period 12 months to 31 March 2023

Previous Reporting Period 12 months to 31 March 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$10,235 14%

Total Revenue $10,235 14%

Net profit/(loss) from

continuing operations

($1,350) (50%)

Total net profit/(loss) ($1,350) (50%)

Interim/Final Dividend

Amount per Quoted Equity

Security

It is not proposed to pay a dividend for the 12 months to 31

March 2023.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.0073 $0.0078

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please see attached result announcement for commentary on

the result.

Authority for this announcement

Name of person


authorised

to make this announcement

Richard Wingham

Contact person for this

announcement

Richard Wingham

Contact phone number +64 21 284 0446

Contact email address richard.wingham@blis.co.nz

Date of release through MAP


25/05/2023


Audited financial statements accompany this announcement.

---

Blis Technologies Limited: Ground Floor, 442 Moray Place, Dunedin Central 9016, PO Box 2208, Dunedin 9044, New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz





25 May 2023

Revenue growth and a profitable second half year

Blis Technologies Limited (NZX:BLT) (Blis, the Company) has today reported its results for the 12

months to 31 March 2023. Blis has delivered revenue of $10.2 million, 14% growth on the prior year,

with an EBITDA loss of $0.6 million and a net deficit of $1.4m. A positive EBITDA of $0.6m and a net

profit of $0.3m was delivered in the second half of the year. These results are in line with the

upgraded guidance provided in early April 2023.

Key highlights for FY23 are:

• $10.2m Trading Revenue, 14% growth

• $0.6m EBITDA Loss

• $1.4m Net deficit

• 2HY23 positive EBITDA and a Net Profit

• Business to Business revenue growth 11%

• Business to Consumer revenue growth 21%

• First royalty payments from the Probi licensing partnership


“Blis Technologies’ (Blis) financial performance continues to improve. We have seen a rebound in

revenue from Europe, the first revenue from our strategic partnership with Probi and early signs of

an improved performance following the strategy reset.” said Blis Chairman Geoff Plunket.


“In July 2022 we confirmed a shift in our strategy, aimed at focusing on our strengths and returning

to a sustained profitable trading position. Our strengths centre around scientific discovery and

probiotic innovation. We are pleased with our progress implementing the revised strategy and there

are early positive signs of this delivering improved results.” added Blis CEO Brian Watson.

Key enablers of our strategy reset have been implemented. This includes quickly restructuring our

people resource and roles into B2B and B2C sales channel teams, a reset of our innovation pipeline

to support the B2B priorities, and the transition out of Unconditional Skincare Co. (USC) and retail

sales in Canada.

Along with this we are seeing early indicators of this refocus delivering improved performance

outcomes. In the second half of the financial year, we saw a positive EBITDA and profit, our B2B

business grew, and we delivered growth across prioritised B2C markets.

Outlook

Good progress has been made on our key objective of returning the company to a profitable trading

position. The coming year will see a continued focus on both growing revenue and enhancing

research and development capabilities.


Blis Technologies Limited: 81 Glasgow Street, South Dunedin 9012, PO Box 2208, Dunedin 9012, New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz

Ends


For further information, please contact:


Brian Watson

CEO

+64 27 705 9133



About Blis Technologies Ltd


Delivering proven health benefits through evidence-based, advanced probiotics

Blis Technologies is an NZX-listed manufacturer of advanced probiotic strains that go beyond the gut.

Combining innovation with evidence-based research and the highest quality production controls enables

the delivery of probiotic solutions for specific health targets including throat health, halitosis (bad breath),

immune support, teeth and gum health and skin health. BLIS

®

products are sold throughout New Zealand

and in Australia, Asia, Europe and the USA. More information about Blis Technologies Ltd can be found at

www.blis.co.nz.


Website: www.blis.co.nz www.blisprobiotics.co.nz

Instagram: @blisprobiotics #blisk12 #blism18 #blisq24


Facebook: @BLISProbiotics

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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