EBOS Group Annual Report 2023
Annual Report 2023
Business Overview 2
Business Overview 3
Foreword 3
Summary of Results 4
Chair & CEO Report 6
Our DNA 10
Built by Our Businesses 12
From Paddock to Bowl 14
A Growing Player in Medical Technology 16
Environmental, Social and Governance Program 18
Business Highlights Healthcare 20
Business Highlights Animal Care 26
Our Board 28
Financials 30
Financial Summary 30
Financial Report 32
Auditor’s Report 34
Financial Statements 38
Corporate Governance 96
Remuneration 99
Directors’ Interests and Disclosures 108
Directory 113
Contents
Business Overview 3
In every corner of the healthcare and animal care
landscape in which we operate, EBOS and our
dedicated employees have been there to deliver
the highest-quality products and services that
drive us to advance opportunities to enrich lives.
We are proud to share the activities, milestones
and highlights of another remarkable year,
and extend our thanks to our employees and
stakeholders for their role in our continued
success.
At EBOS, we have always operated with a view
to the future and this year was no exception.
Our investment in our people and infrastructure
has continued to strengthen our Company and
benefit our shareholders.
Guided by our strategy of investing for growth,
we have taken steps to secure our financial
sustainability through continued focus on new
opportunities to further support our valued
customers.
Our increased focus into Southeast Asia has
opened up new opportunities for further growth
in the region. This expansion, together with the
investment in our Medical Technology business
across Australasia, is further evidence of our
determination to grow our trusted reputation as a
leading supplier, retailer and marketer of medical
devices and consumables to pharmacies, hospitals,
medical clinics and aged care facilities.
For pet owners, we expanded and improved
our products and manufacturing capabilities to
ensure their pets receive the highest quality food
and treats.
But our success is not possible without the
backbone of our operations – more than 5,000
employees across New Zealand, Australia and
Southeast Asia.
This Annual Report is a testament to their
determination in ensuring we deliver the products
and services customers rely on, when and where
they need them.
Foreword
$12.2b revenue
$281.8m underlying net profit
$97.8m net investment in capital works
NZ110.0c total dividends per share
12,744 shareholders
FY23 HighlightsOur Business
5,000+
65%
Australia
108
locations in
Australia, New
Zealand and
Southeast Asia
13%
Southeast Asia
employees
22%
New Zealand
All figures within this report are presented in
Australian dollars unless otherwise stated.
EBOS Group Limited
Annual Report 2023
EBOS Group Limited
Annual Report 2023
Financial Highlights
Revenue
Underlying Profit Results
Five year revenue trend for the year to 30 June ($ billions)
Five year EBITDA trend for the year to 30 June ($ millions)Five year NPAT trend for the year to 30 June ($millions)
Summary of Results
$12.2b revenue + 14.0% increase
$281.8 million underlying net profit after tax + 23.0% increase
147.9c underlying earnings per share + 14.1% increase
NZ110.0c dividends per share + 14.6% increase
20212019
2019201920202020202120212022202220232023
20232022
6.930
2020
10.734
12.237
9.202
8.765
144.4
162.9
188.2
229.2
281.8
261.6
336.2
3 6 7.1
436.8
582.0
Business Overview 5
Animal Care 12%
Contract
Logistics 10%
Business Overview 5
Segment and Divisional Earnings Overview
Data based on gross operating revenue, which comprises revenue less cost of sales
RevenueEBITDA
Healthcare
88%
Animal Care
12%
Segment distribution
81% Australia
19% New Zealand and Southeast Asia
81% Australia
19% New Zealand and Southeast Asia
Institutional
Healthcare 37%
Pharmacy 41%
EBOS Group Limited
Annual Report 2023
In a year where EBOS’ focus has been on capitalising on
our most recent strategic acquisitions we are pleased to
report another record result for the 2023 financial year.
Our performance continues EBOS’ long-term track
record of delivering strong growth for shareholders
which has seen dividends increase by approximately
170% since 2014. Driven by continued strong organic
growth across our businesses as well as substantial
contribution from prior year acquisitions, this result
again reflects the benefits of our strategy of investing
for growth.
The success we have achieved as a business across the
2023 financial year is thanks to the combined efforts of
our more than 5,000 employees across New Zealand,
Australia and Southeast Asia. We acknowledge their
commitment to each other, our businesses and to the
communities they serve.
Highlights
Our Healthcare segment growth was driven by our
leading market positions and contributions from our
Community Pharmacy, TerryWhite Chemmart (TWC),
Institutional Healthcare and Contract Logistics divisions
and businesses. Each of our divisions in the Healthcare
segment recorded strong growth, with Institutional
Healthcare benefitting from the performance of our
recently acquired LifeHealthcare business.
Increases in Community Pharmacy revenue were driven
by customer share growth, strong performances from
our community pharmacy retail brands including
TWC, above market growth in ethical sales to our
major wholesale customers, and sales growth of high
value specialty medicines and over-the-counter (OTC)
products. In addition, the result benefited from COVID-19
related product sales including anti-viral medications
and cold and flu OTC products. The greater proportion
of the COVID-19 sales occurred in the first half of the
financial year as we fortunately saw a decrease in
COVID-19 infections in the second half of the year.
Our TWC franchise continued its robust growth
adding 40 net new pharmacies to the network during
the year, further strengthening TWC’s position as
Australia’s largest health-advice oriented community
pharmacy network with more than 550 trading stores.
TWC’s performance was driven by continued investment
in media, the TWC catalogue and promotional program,
the leading role of the TWC network in providing
community pharmacy vaccinations and industry
leading pharmacist education programs.
Chair & CEO Report
Business Overview 7
The Australian Government has recently implemented
a policy which will allow pharmacists to dispense
60 days’ supply of Pharmaceutical Benefits Scheme
(PBS) medicines, compared to previous limits of
30 days’ supply. This policy will apply to approximately
300 common PBS medicines (out of >900 listed PBS
medicines) and will be implemented in three stages
over a 12-month period, starting from 1 September 2023.
The Government has advised that it will increase the
Community Service Obligation (CSO) funding pool and
introduce other initiatives in support of Community
Pharmacy, which will largely offset the earnings impact
of this policy change.
Our Institutional Healthcare performance was driven
by contributions of five acquisitions completed in FY22,
as well as strong growth in Symbion Hospitals.
These acquisitions significantly expanded our presence
in medical consumables and medical technology
(previously known as medical devices) distribution.
The integration of LifeHealthcare into the Group’s
expanded Medical Technology business is now well
progressed. LifeHealthcare’s financial performance for
FY23, its first full financial year under EBOS’ ownership,
was in-line with expectations with both the Australia
– New Zealand (ANZ) and Southeast Asia businesses
achieving growth.
Our Contract Logistics division continued to service
New Zealand’s health system with the ongoing demand
for storage and servicing of medicines, as well as
some COVID-19 related products such as protective
equipment. This division has also benefitted from
Australian Government initiatives to improve the depth
of medicines inventory cover onshore.
The Healthcare segment has continued to invest in
its operational infrastructure to support its growth,
including the recently completed contracts logistics
distribution centre in Auckland. The construction of
a new contract logistics distribution centre in Sydney
is underway, as well as new pharmacy wholesaling and
medical consumables distribution centres in Auckland.
These facilities will create additional capacity for
future growth.
In early June 2023, EBOS was informed by Chemist
Warehouse (CWH) that it intends to pursue alternative
wholesale supply arrangements for its Australian stores
and, as a result, CWH’s contract with us will not be
renewed beyond its expiry date of 30 June 2024. EBOS
currently generates approximately $2 billion in revenue
annually from the contract and will continue to perform
services under the contract until the expiry date.
We always recognised that the contract renewal was
a risk to our business and therefore we have been
developing strategies to minimise the earnings impact
from this potential outcome and create alternative
opportunities for growth. We are confident in the growth
strategies we have for both our Healthcare and Animal
care segments and in the overall diversity of the Group’s
earnings.
The growth in our Animal Care segment was driven
by strong performances from our leading brands
and businesses, the benefits of our new pet food
manufacturing facility and growth in Animates,
our New Zealand pet retail joint venture.
Each of Animal Care’s key brands and businesses –
Black Hawk, VitaPet and Lyppard – performed strongly
with Black Hawk and VitaPet continuing to maintain
share leadership in their respective segments. Second
half performance reflected continued resilience in the
premium pet food category, which represents the largest
contributor to Animal Care’s earnings, while growth
slowed in the pet treats and accessories categories,
as consumer spending impacted demand for
discretionary products.
Our Australian pet food manufacturing facility has
been operational for approximately one year and is
successfully operating 24 hours, 5 days a week and
delivering commercial production rates meeting
demand. Importantly on-site storage has been
increased to safeguard against material ingredient
and unforeseen supply constraints.
The growth in our Animal Care segment
was driven by strong performances
from our leading brands and businesses,
the benefits of our new pet food
manufacturing facility and growth in
Animates, our New Zealand pet retail
joint venture.
EBOS Group Limited
Annual Report 2023
Chair & CEO Report
Consistent with our Animal Care growth strategy,
several new product development launches are planned
for FY24, including the Black Hawk Healthy Benefits®
range which is the first specific benefits line from Black
Hawk. These specially formulated diets are focused
on supporting the health of dogs with specific needs.
Manufacturing of the range commenced at Parkes, NSW
in July 2023 and the new products are expected to start
appearing on shelves in leading pet specialty retailers
and vet clinics in September 2023.
Also aligned with our growth strategy, EBOS completed
the acquisition of Superior Pet Food Co. (Superior),
on 31 July 2023. Superior is a leading New Zealand
based manufacturer and supplier of premium dog
rolls and is also a supplier of dog treats. Superior’s
portfolio of branded products – including the Chunky,
Possyum, Ranchmans, Field & Forest and Superior
brands – are sold through major grocery and rural
retailers throughout New Zealand. The acquisition is
consistent with Animal Care’s strategy of expanding our
portfolio of branded products in attractive categories,
increasing our in-house manufacturing capabilities, and
accelerating our new product development initiatives.
The Superior product offering is complementary to
Animal Care’s existing portfolio of products marketed
under the Black Hawk and VitaPet brands.
The defensive and diversified nature of our portfolio
of businesses has provided us stability in the current
dynamic macroeconomic environment. Demand for
our products and services continues to demonstrate
resilience to economic conditions but with the current
inflationary environment, we have experienced
increases in key cost items including labour, freight
and rent to varying degrees across our businesses.
Importantly each business has had an increased focus
on various strategies to mitigate these increases and
preserve margins.
Workplace safety remains a priority for EBOS under
the guidance of our Group Safety Committee. The
committee concentrates on driving consistent safety
standards, fostering knowledge exchange across
business units, and promoting stronger safety
awareness throughout the organisation. In FY23,
we improved our safety metrics with a 5% reduction
in recordable injuries in New Zealand and Australia,
underlining our dedication to the continued safety
and wellbeing for all our employees. More details
about EBOS’ safety outcomes are detailed in our 2023
Sustainability Report.
Sustainability and Community
In FY23, we achieved net zero Scope 1 emissions in New
Zealand and Australia. We achieved this by investing
in operational improvements and procuring offsets.
This included Australian Carbon Credit Units (ACCUs)
generated from the Darling River Eco-Corridor project
which help to offset emissions and combat climate
change where growing forests capture carbon dioxide
from the atmosphere and carbon is stored in vegetation
and soil. The next milestone in our journey to carbon
neutrality is to become carbon neutral for our buildings
in New Zealand and Australia.
For the last 16 years we have supported Greenfleet by
offsetting the estimated greenhouse gas emissions from
transport associated with customer deliveries in the
Healthcare segment excluding Medical Technology and
pre-wholesale. This year we increased our contribution
and offset 16,600 tonnes CO2e.
At our pet food manufacturing facility in Parkes, NSW
we have completed the first phase of our solar array
project with the installation of a 500kW roof-mounted
array. We are now progressing the engineering work
and managing the regulatory approvals for the next
phase of the project which is a significantly larger
ground-mounted array. The entire 18.8MW solar array is
forecast to meet all of the Group’s Australian electricity
requirements by FY27.
From FY24, EBOS is required to make certain climate
related disclosures. The standards for these compulsory
disclosures were published by the New Zealand External
Reporting Board (XRB) in December 2022. We have
selected an international professional services firm to
assist us to ensure we are well placed to respond to the
New Zealand Government’s mandatory climate related
reporting requirements.
In FY23, we improved our safety metrics
with a 5% reduction in recordable
injuries in New Zealand and Australia,
underlining our dedication to the
continued safety and wellbeing for
all our employees.
Business Overview 9
EBOS has again built strong connections with
communities in New Zealand and Australia through
partnerships with organisations aligned with our
purpose ‘Advance opportunities to enrich lives’.
Our company and employees supported organisations
including Ovarian Cancer Australia, BackTrack,
LandSAR, FightMND, Cerebral Palsy Alliance, STREAT
as well as donating sanitary, personal care and first-aid
products to victims of the Turkey/Syria earthquake.
Following the weather events in New Zealand in
early 2023 our teams ensured that supply channels
remained open to continue to serve local communities.
Our Onelink, Healthcare Logistics and ProPharma
businesses joined forces with Te Whatu Ora – Health
New Zealand and the New Zealand Defence Force,
overcoming roadblocks and other obstacles, to supply
emergency oncology and pharmaceutical inventory
to Te Tai Tokerau Northland and Te-Matau-ā Māui
Hawke’s Bay. This is another example of the critical
importance our Healthcare businesses are to the supply
of medicines and related products across New Zealand
and Australia and underlines the commitment of our
people in times of crisis.
Further detail on our ESG Program is contained in our
2023 Sustainability Report.
Our Board
Consistent with EBOS’ Board renewal process,
independent directors Sarah Ottrey and Stuart
McGregor will retire as directors effective from the 2023
Annual Meeting. The retirements are part of a carefully
considered succession process that has included the
appointment of two new independent directors in the
last 12 months.
In September 2022 Mark Bloom was appointed to our
Board bringing 35 years of commercial and financial
experience with listed companies in Australia and
globally to EBOS. In May 2023 Julie Tay joined EBOS’
Board with over 30 years’ experience in international
executive and non-executive roles across consumer
healthcare, medical devices and digital healthcare.
Sarah Ottrey and Stuart McGregor have been directors
since 2006 and 2013 respectively and have made
valuable contributions to EBOS during their tenure
as directors, a period in which EBOS has generated
significant growth and shareholder value. We thank
each of them and wish them well in their future
endeavours.
We also acknowledge the guidance, support and
wisdom of the Board.
Final Dividend
The Directors declared a final dividend of NZ 57.0 cents
per share. In combination with the interim dividend,
this brings total dividends declared for FY23 to NZ
110.0 cents per share (up 14.6%), representing a 68.5%
underlying pay-out ratio.
Reflecting the Group’s strong operating performance,
cash flow and balance sheet, the DRP will not be
available for the final dividend.
The record date for the dividend is 8 September 2023
and the dividend will be paid on 29 September 2023.
The final dividend will be imputed to 25% for New
Zealand tax resident shareholders and fully franked for
Australian tax resident shareholders.
Outlook
EBOS is pleased with the strong earnings growth in
FY23 driven by organic growth and acquisitions.
July 2023 trading conditions were positive with
continued organic growth compared to the prior
corresponding period and we expect another year of
profitable growth in FY24.
The macroeconomic outlook continues to be uncertain
however our earnings have shown resilience in this
environment, reflecting the defensive and diverse
nature of our Group.
We will continue to service the Chemist Warehouse
Australia contract until the expiry date of 30 June 2024.
Thereafter, we do not expect to generate revenue from
this contract.
The Group expects to have capital expenditure in FY24
at levels similar to FY23 as we continue to invest for
growth and modernise our facilities, particularly in our
New Zealand healthcare operations. We expect capital
expenditure to reduce from FY25 onwards.
We again acknowledge the efforts and contribution of our
more than 5,000 employees across the regions where we
operate and thank our shareholders for their ongoing
support.
Elizabeth Coutts
Chair
John Cullity
CEO
EBOS Group Limited
Annual Report 2023
Our DNA
At EBOS, our purpose is clear: we advance
opportunities to enrich lives.
Across our Company, our businesses are guided by a
set of values and a united vision to help those who rely
on our vast experience, breadth of services and broad
expertise.
Whether administering vaccines, comforting a sick
child, ensuring critical medical supplies arrive on time,
or providing the best nutrition to a precious pet –
our commitment to our customers and communities
is at the core of everything we do.
Our people play a vital role on the frontline of the
healthcare industry, distributing medicines, vaccines
and protective equipment to doctors, nurses and
patients.
This commitment to help others was underlined
across New Zealand and Australia when our people
supported cyclone and flood affected communities to
help them through the impact of these natural events.
Inspired by those who have come before us, right from
our beginnings as Early Brothers Trading Company
in New Zealand and Faulding in Australia, our work
matters.
Through a culture of innovation, collaboration,
and continued investment in our facilities and
people, we continue to strive forward and remain
agile to meet evolving local and global healthcare and
pet care needs.
It is our focus on excellence and going above and
beyond that enables us to positively impact the lives
of thousands of people each day. This dedication
to excellence is woven into our DNA through the
combined history of our industry leading business.
Inspired by those who have come
before us, right from our beginnings as
Early Brothers Trading Company in
New Zealand and Faulding in Australia,
our work matters.
Business Overview 11
Our business is integral to communities receiving the right
care, where and when they need it.
EBOS Group Limited
Annual Report 2023
EBOS’ success is built on a diverse range of industry-leading brands spanning community pharmacy,
institutional healthcare, contract logistics and animal care.
Built by Our Businesses
Healthcare
Community PharmacyInstitutional Healthcare
Business Overview 13
Animal care
Contract Logistics
Animal Care
EBOS Group Limited
Annual Report 2023
The demand for pet food and pet care products and
services has continued to grow following the surge in pet
ownership during the COVID pandemic.
In 2022, Australians spent more than $4.4 billion* on food
and treats to satisfy the appetites of their favourite pets,
and that is expected to increase amid the trend towards
the premiumisation of pet food.
Our Animal Care segment is well prepared to meet the
growing demand from pet parents for high-quality food,
with the official opening last year of our Pet Care Kitchen
in Parkes, NSW.
The 12,000m
2
facility, which commenced operations
in the second half of FY22 and employs more than
60 staff, is running 24 hours, 5 days a week, and can
produce more than 3.3 million bags of Black Hawk kibble
each year. How much is that? Well, enough to feed more
than 800,000 dogs and cats.
The facility has been strategically positioned in
Australia’s food bowl to ensure we can access quality
produce from local farmers as part of a local-first
sourcing policy; supporting jobs and providing
the premium ingredients for pets.
By engaging with farmers to grow ingredients to satisfy
our forward orders, PCK in turn provides them with
the confidence they need for their production.
These relationships also ensure we have clear oversight
of the supply chain to support responsible and fair
procurement.
Each year, the facility will process over 5,000 tonnes
of Australian chicken, over 2,000 tonnes of Australian
lamb, and over 3,500 tonnes of field peas from Australian
farmers.
Over 2,000 quality checks are carried out across the
facility daily. Also, by having greater control over the
manufacturing of our products, we can continue to
deliver ongoing value to shareholders while ensuring we
get the best produce from paddock to bowl for pets.
* Source: IRI Big Picture, MAT January 2023. Masterpet retailer
data. Industry reports.
From Paddock
to Bowl
3,500+
tonnes of
Australian
field peas
2,000+
tonnes of
Australian
lamb
2,000+
quality checks
carried
out daily
5,000+
tonnes of
Australian
chicken
Business Overview 15
In 2022, Australians spent more than $4.4 billion* on food and treats to satisfy the
appetites of their favourite pets and that is expected to increase amid the trend
towards the premiumisation of pet food.
EBOS Group Limited
Annual Report 2023
A Growing Player in
Medical Technology
The medical technology sector includes a diverse array
of technologies, devices, equipment, and software
solutions that aim to improve patient care, enhance the
efficiency of healthcare delivery, and advance medical
research.
The sector has experienced significant advancements
and innovations in recent years. Technological
advancements have revolutionised various aspects of
healthcare, leading to improved outcomes, enhanced
patient experience, and increased cost effectiveness.
EBOS recognised the opportunity to impact patients’
lives in Australia, New Zealand and Asia-Pacific regions,
and sought to expand our footprint in the medical
technology sector through a combination of acquisition,
organic growth, and new market expansion. Following
the acquisition of the LifeHealthcare Group in 2022,
the newly formed EBOS Medical Technology business
now comprises the ANZ distribution business –
LifeHealthcare, the Southeast Asia distribution business
– Transmedic, and the Allograft manufacturing business
– Australian Biotechnologies.
LifeHealthcare is a truly scaled distribution business
in Australia and New Zealand with focused channels
in spine, orthopaedics, surgical implants and capital
equipment. LifeHealthcare is driven by a passion for
health and a purpose of helping to make life better
for others by enabling access to leading medical
technology sourced from a network of global suppliers.
Transmedic represents an exciting opportunity for
the business to service patients in the Southeast Asia
region through partnerships with leading multinational
manufacturers and innovative medical technology
suppliers. There are synergies between the Southeast
Asian markets and Australia-New Zealand through
combined relationships with leading suppliers,
professional education opportunities for surgeons in
both markets, and an opportunity for collaboration
between the employees of LifeHealthcare and
Transmedic, allowing us to retain and develop key talent
to grow the businesses.
Overall, medical technology is a dynamic sector, driven
by innovation, research, and the continuous search
for better healthcare outcomes. It holds significant
potential to transform the way healthcare is delivered,
leading to improved patient care and enhanced quality
of life. Through enabling access to best-in-class medical
solutions, EBOS Medical Technology is well positioned to
serve this growing sector, while striving to improve the
lives of patients.
The medical technology market is
a rapidly growing sector that has
experienced significant advancements
and innovations in recent years.
Business Overview 17
EBOS Group Limited
Annual Report 2023
Environmental,
Social and
Governance Program
Together with our commitment to provide the
best healthcare and pet care to our customers, we
place a high value on operating in a way that meets
expectations of our stakeholders and a modern society.
Three years ago, EBOS commenced the implementation
of a formal Environmental, Social and Governance
(ESG) program to provide a framework around topics of
significance to the sustainability of our operations.
Progress has been made in delivering the first phase of
our 18.8MW solar array, which aims to meet our forecast
Australian electricity needs by FY27 and drive our
carbon neutrality ambitions.
The first stage – a 500kW rooftop array – has now
been installed at our Pet Care Kitchen at Parkes, NSW.
We are on track to begin construction of a ground-
mounted solar array in 2024.
In FY23, we achieved net zero Scope 1 emissions in
New Zealand and Australia by investing in operational
improvements and procuring offsets. The next milestone
in our journey to carbon neutrality is to become carbon
neutral for our buildings in New Zealand and Australia.
EBOS also commenced implementation of an Ethical
Sourcing Strategy. The strategy is supported by a
Supplier Code of Conduct outlining our expectations
from suppliers in complying with laws and ethical
behaviour.
The framing of a Sustainable Packaging Strategy is an
integral part of a commitment to reduce plastic waste,
and commencing in 2025 or sooner, we plan to convert
all packaging for our grocery brands into reusable,
recyclable or compostable materials.
We extended our proud track record for supporting
healthcare and animal care charities and aided relief
efforts in the aftermath of the Turkey/Syria earthquake.
In a company first, Symbion has partnered with the
Pharmacy Guild of Australia to deliver a scholarship
initiative for Aboriginal and Torres Strait Islander
pharmacy students providing annual entitlements of up
to $10,000 per student.
More details of our ESG initiatives and community
activity are detailed in our 2023 Sustainability Report.
$150,000
of personal care
and first-aid
products donated
to Turkey and Syria
19,584
tonnes
of CO
2
offset
in FY23
Carbon neutral
for Scope 1
emissions
We extended our proud track record
for supporting healthcare and animal
care charities and aided relief efforts
in the aftermath of the Turkey/Syria
earthquake.
Business Overview 19
Environmental Stewardship
• Minimising our impact
• Carbon offsetting
Reaching out to help out
• Supporting causes close to us
• Advancing equity, fairness and
opportunity in society
Community
& Environment
• Employee safety, health and wellbeing
• Culture and engagement
• Talent and capability
• Performance and reward
Our People
• Legal compliance
• Reporting with integrity
• Ethical behaviour
• Corporate governance
Responsible Business
Delivering essential infrastructure
for human and animal health
• Community service role
• Nurturing customer and
government relationships
Implementing robust systems
• Business continuity management
• Data and technology security/privacy
Health & Animal
Care Partners
Managing the impacts of our products
• Packaging and Waste
• Ethical Sourcing
Upholding our Quality Promise
• Quality Management
• Compliance
Consumers
& Patients
Roof-mounted solar array at Parkes, NSW
EBOS Group Limited
Annual Report 2023
Business Highlights
Healthcare
EBOS’ Healthcare business delivered another year of
strong growth while responding to a period of immense
challenges for many in the communities it served.
Healthcare segment supports communities in
New Zealand
In February this year, New Zealand’s North Island was
caught in the grip of a flood and cyclone emergency.
Communities were isolated and roads and homes
destroyed as torrential rain generated by Cyclone
Gabrielle caused landslides in what is predicted to be
the costliest natural disaster in New Zealand’s history.
After supporting those impacted by the Australian
floods in October 2022, our people again assisted in the
unfolding New Zealand emergency.
Our distribution efforts in the North Island were severely
challenged in February 2023 as the cumulative impact
of the storms made some areas impassable.
Despite the roadblocks and obstacles, our wider
business, including Onelink, Healthcare Logistics and
ProPharma, worked with Te Whatu Ora – Health New
Zealand and the New Zealand Defence Force to deliver
emergency oncology and pharmaceutical inventory to
Te Tai Tokerau Northland and Te Matau ā Māui Hawke’s
Bay.
Our teams persevered to support the critical needs
of the health service and their fellow New Zealanders.
In some areas couriers were unable to deliver, so our
operations managers stepped into the breach to make
time-critical deliveries of medical supplies and products.
Symbion donates to Turkey and Syria relief efforts
The Australian Healthcare team partnered with
Sydney-based charity Amal Al Salihah (AAS) to provide
medical aid to victims of the devastating earthquake in
Turkey and Syria.
Symbion donated $150,000 worth of sanitary, personal
care and first-aid products, which were assembled into
hygiene packs for thousands of people forced to live in
tent and container cities.
Twelve pallets of goods were supplied to AAS, who
coordinated shipment from Australia to Turkey.
AAS had crews on the ground in Adiyaman, Turkey providing
hot meals and food packs to quake-affected families.
Increasing our network infrastructure
Our increasing network of distribution centres offer
unrivalled coverage and distribution capability for
health and medical products, and support requirements
of our customers.
In January 2023, we opened a new 13,400m
2
Healthcare
Logistics (HCL) distribution centre in Auckland with
pallet capacity of 13,350. Strategically located with
proximity to Auckland Airport and other HCL facilities,
this 4-star Green Star rated facility includes a range of
sustainable features including electric vehicle charging
points, rainwater tanks, and motion sensing LED lighting.
Symbion launches Elite Rewards program
Symbion has demonstrated its commitment to its
customers through the new Symbion Elite Rewards
program, which was launched to the industry at the
Australian Professional Pharmacy Conference in
Australia at the beginning of 2023.
Customers who use Symbion as their primary
wholesaler, and pay their statements on the rewards
platform, can earn points redeemable on items such as
flights, groceries, fuel, clothes, or to pay other bills.
The initiative is another way that Symbion is working
to support pharmacy customers and thank them for
their loyalty during a very challenging few years in the
healthcare industry.
After supporting those impacted by
the Australian floods in October 2022,
our people again assisted in the unfolding
New Zealand emergency.
Business Overview 21
4-star
Green Star
rated new
facility
12
pallets of goods
to help
earthquake
victims
Our new 13,400m
2
Healthcare
Logistics (HCL)
distribution centre
in Auckland
EBOS Group Limited
Annual Report 2023
TerryWhite Chemmart
For more than 60 years, one of Australia’s largest
community pharmacy networks, TerryWhite Chemmart
(TWC), has been supporting the health needs of millions
of Australians.
The ongoing expansion of the TWC network saw
40 pharmacies added in FY23, taking the total across
Australia to more than 550 pharmacies.
Digital innovation
With a continued investment in marketing and
technology, TWC launched its new myTWC health
app, an industry leading innovation for customers and
network partners providing users with a one-stop shop
to manage their healthcare needs. Customers can order
prescriptions, book health services and vaccinations,
earn rewards, shop online, and organise delivery or
click & collect.
The app is aimed at making it easier for customers
to access TWC’s expertise and suite of offerings and
improving operational efficiency for pharmacies.
Health support
TWC continued to lead Australia’s pharmacy
immunisation efforts and in FY23 delivered almost
1 million vaccinations, representing 20% of all pharmacy
market vaccinations.
TWC also launched several national Care Clinic
programs to enable pharmacists to expand their scope
of practice in local communities.
The programs are designed to provide patients with
integrated quality healthcare, from advice and support
through to management of low care to high care needs.
Services include palliative care support, medications
by injection, asthma screening support, hearing checks,
sleep apnoea services, natural health advice, diabetes
health checks, mental health first aid, integrative health
consultations, pain management services, vaccinations,
UTI prescriptions in some Australian states,
osteoarthritis screening, and men’s health services.
For more than 60 years, one of Australia’s
largest community pharmacy networks,
TerryWhite Chemmart (TWC), has been
supporting the health needs of millions
of Australians.
Business Overview 23
Dedicated to Care
This customer dedication has been reflected in a new brand
promise – ‘Dedicated to Care’ – unveiled this year, signifying
the importance TWC pharmacists and their teams place on
developing relationships with their patients.
To further support the network, TWC provides industry-
leading educational programs throughout the year for
pharmacists and pharmacist assistants, to advance clinical
and professional development. Education is key as our
pharmacy teams are working across six generations
of customers with ever expanding health needs.
Charity partnerships
TWC continued its longstanding alliance with charity
partner Ovarian Cancer Australia (OCA) helping to raise
crucial funds for ovarian cancer awareness and research.
The TWC pharmacy network has raised over $2 million
since the partnership with OCA started nearly 20 years ago.
Initiatives this year included an alliance with 16 industry
partners to donate part of the proceeds from product
sales to OCA and in FY23 raised $322,000. TWC is now the
Principal Partner of OCA.
TWC also supports the Jodi Lee Foundation (JLF),
helping to raise crucial awareness for bowel cancer
research. JLF and TWC collaborated on a ‘View Your Poo’
public health campaign to encourage Australians to check
for changes in bowel movements that could be a sign of
bowel cancer.
The TWC network also donated $800,000 worth of
much-needed baby products to seven charities across
Australia who are supporting families in need.
Further strengthening TWC’s dedication to supporting the
Aboriginal and Torres Strait Islander peoples workforce,
participants in the Pharmacy Guild of Australia and
Symbion’s new student scholarship initiative will be given
opportunities for placement at TWC pharmacies during their
intern years.
TWC have also partnered with Sanofi on an initiative to
return unwanted medicines. Customers can return their
expired or unused medications to a local TWC pharmacy for
safe disposal. This environmental initiative is free-of-charge
to customers.
Red Seal celebrates 100-year anniversary with launch
of new fluoride toothpaste
One of New Zealand’s most beloved and iconic consumer
health and wellness brands, Red Seal, celebrated 100 years
in business in 2023.
To mark the milestone, Red Seal made a significant addition
to its line-up of products with the much anticipated and
requested addition of fluoride to the brand’s oral care range.
Red Seal pioneered herbal toothpaste in the 1980s with
naturally derived ingredients that provide gentle cleansing
and freshening. Now, Red Seal is innovating once again with
the option of fluoride, giving more consumers the choice of
incredible products that suit their needs and their families.
Over $2
million
raised during
partnership for
ovarian cancer
research
40
TerryWhite
Chemmart
pharmacies
added in FY23
$800,000
of baby products
donated to seven
charities
950,000+
vaccinations
against influenza
and COVID-19
EBOS Group Limited
Annual Report 2023
Above: Australian
Biotechnologies
Left: Professional
education for spine
surgeons, facilitated
by LifeHealthcare and
Transmedic at the
fourth edition of DDU
(Deformity Down Under)
ASEAN in Singapore.
Business Overview 25
Business Highlights
Healthcare Continued
EBOS Medical Technology highlights
EBOS’ Medical Technology business has operations
in New Zealand, Australia and Southeast Asia, and is
guided by a purpose to enable access to best-in-class
medical solutions to improve life.
Since the acquisition of LifeHealthcare Group in FY22,
we have made good progress aligning business units
within our expanded Medical Technology business and
building upon our industry-leading reputation.
We brought our Melbourne team together in an
integrated facility, formed a spine leadership team
across the Asia-Pacific region and combined our
orthopaedic units in New Zealand and Australia.
LifeHealthcare and LMT Spine and
Neuro integration and launch at NSA
The Annual Scientific Meeting of the Neurosurgical
Society of Australia (NSA), is a prominent event
in the field of neuro and spinal surgery in Australia.
The NSA annual meeting brings together
neurosurgeons, neurologists, researchers, residents,
and other healthcare professionals and serves as a
platform to share knowledge, discuss advancements,
and promote collaboration in the field.
The LifeHealthcare and LMT Spine & Neuro teams
were proud to present as a combined business at the
meeting held in Sydney in September 2022 under the
‘Shared purpose for life’ theme. This conference was
well attended by many customers of our previously
separate businesses who were excited to see the
strength of our combined portfolio on the conference
stand. Technology innovations such as Synaptive
Modus X robotic exoscope and 7D spinal navigation
were exhibited alongside a comprehensive implant
portfolio.
The LifeHealthcare and LMT Spine & Neuro teams are
well positioned to meet the needs of Australian and New
Zealand surgeons and their patients.
Boston Scientific cardiac rhythm business
Transmedic has increased its cardiology offering by
taking over the cardiac rhythm business of Boston
Scientific in Singapore, Malaysia, Thailand, Vietnam,
the Philippines, Indonesia and Brunei. Twenty-five
Boston scientific employees have joined the Transmedic
team under the strategic partnership.
Upgraded manufacturing facility at
Australian Biotechnologies
In FY23, Australian Biotechnologies began operations
of its upgraded allograft manufacturing facility, which
received Therapeutic Goods Administration approval
earlier in 2023. The expanded building in Sydney
increases manufacturing capacity by 25% and
allows the company to provide more innovative and
life-changing allografts for patients in Australia and
New Zealand.
Professional education
Training remained an important remit of our medical
technology team, with the LifeHealthcare and Transmedic
teams facilitating valuable professional education for
spine surgeons with the fourth edition of DDU (Deformity
Down Under) held in Singapore, which attracted more
than 60 attendees across Southeast Asia.
Since the acquisition of LifeHealthcare Group in FY22, we have made good progress
aligning business units within our expanded Medical Technology division and building
upon our industry-leading reputation.
EBOS Group Limited
Annual Report 2023
Business Highlights
Animal Care
EBOS’ Animal Care segment continues to expand
its market-leading offering in the premium pet food
category with new product innovations and the ongoing
benefits of our new pet food manufacturing facility at
Parkes, NSW.
As pet parents continue to seek out the very best care
for their furry family members, our Animal Care team
remains at the forefront of providing leading products
across a variety of categories.
Pet Care Kitchen
The in-house manufacturing capability of the $82 million
Pet Care Kitchen facility, officially opened in October
2022, has improved the supply of our premium Black
Hawk kibble to retailers enhancing our ability to meet
the needs of customers to provide balanced, locally
sourced nutrition for their pets.
Operating 24 hours a day, 5 days a week, the facility is
delivering commercial production rates that meet Black
Hawk demand, supporting our strategy for new product
development and helping to manage the impact of
rising input costs.
Onsite storage capacity has been increased
substantially to safeguard against material ingredient
and supply constraints and to allow for specialty
blending of new products.
Innovation
As an industry leading supplier of premium pet food,
treats, and specialty products, the Animal Care team
is always investigating new and innovative ways to
help pets live longer, happier and healthier lives.
New products to market included VitaPet’s oven-baked
Bakery Bites, Nothin’ to Hide dog chews and Trouble &
Trix Cherry Blossom scented cat litter. The team also
relaunched the popular Black Hawk Original Puppy
range.
Business Overview 27
VitaPet campaign
VitaPet’s brand team recently developed a new
advertising campaign with the tagline ‘Ready. Pet.
Go’, encapsulating the way pets keep us on our toes.
By incorporating VitaPet products into enhancing
relationships with pets, viewers were reminded of
the vital role the VitaPet brand plays in keeping pets
healthy and happy. The campaign, which ran until
June 2023, was welcomed by viewers with 82% of
New Zealand pet parents saying they saw the ad in the
campaign period.
Award winner
Black Hawk’s standing as a quality pet food leader
was reinforced with the brand awarded Canstar Blue’s
‘Most Satisfied Customers Award for Dog Food’ for the
second consecutive year. This is a great endorsement
of our brand and follows a survey of more than 67,000
Australian consumers.
On the road
Animal Care’s event calendar was full of highlights,
with our brands at the forefront of industry leading
events. Our VitaPet team provided product education
and knowledge at the Dog Lovers Show in Melbourne,
which attracted nearly 32,000 visitors across three
days. Masterpet were also proud sponsors of the
Melbourne Cat Lovers Show.
As pet parents continue to seek out
the very best care for their furry
family members, our Animal Care
team remains at the forefront of
providing leading products across
a variety of categories.
The ‘Ready. Pet. Go.’ campaign encapsulates the way that pets make us better
people and keep us on our toes.
EBOS Group Limited
Annual Report 2023
1. Elizabeth Coutts – Independent Chair
ONZM, BMS, FCA, CF Instit. D
Elizabeth Coutts was appointed to the EBOS Group
Limited Board in July 2003. She is Chair of the
Remuneration Committee and a member of the Audit
and Risk Committee. She is Chair of Oceania Healthcare
Limited and Voyage Digital (NZ) Limited, Director of
EBOS Group subsidiaries in New Zealand and Member,
Marsh New Zealand Advisory Board.
Elizabeth is a former Chair of Skellerup Holdings Limited,
Ports of Auckland Limited, Meritec Group, Industrial
Research, Life Pharmacy Limited, former director of
Air New Zealand Limited, the Health Funding Authority,
Sanford Limited, the Yellow Group of Companies and
Tennis Auckland Region Incorporated, former Deputy
Chairman of Public Trust, former board member of Sport
NZ, former member of the Pharmaceutical Management
Agency (Pharmac), former Commissioner for both
the Commerce and Earthquake Commissions, former
external monetary policy adviser to the Governor of the
Reserve Bank of New Zealand, a former president of the
Institute of Directors Inc and former Chief Executive
of the Caxton Group of Companies.
2. Dr Tracey Batten – Independent Director
MBBS, MHA, FRACMA, MBA (Harvard), FAICD
Dr Tracey Batten was appointed to the EBOS Group
Limited Board in July 2021. She is a member of the
Remuneration Committee.
Tracey is currently a non-executive director of
Medibank Private Limited, the Accident Compensation
Corporation and the National Institute of Water and
Atmospheric Research. She was previously a
non-executive director of Abano Healthcare Group
Limited and various other healthcare related research
institutes, charities and industry and government
bodies.
During her executive career she was Group CEO of
Imperial College Healthcare NHS Trust in the United
Kingdom, Group CEO of St Vincent’s Health Australia,
CEO of Eastern Health and CEO of Dental Health
Services Victoria.
Our Board
The EBOS Group Limited Board is structured to bring to its deliberations a range of experience and skills relevant
to the Company’s operations. The Board comprises eight independent non-executive Directors.
Business Overview 29
3. Mark Bloom – Independent Director
BCom, BAcc, CA
Mark Bloom was appointed to the Board in
September 2022.
Mark is currently a non-executive director of ASX listed
Abacus Storage King, AGL Energy Limited and Pacific
Smiles Group Limited. He is a former director of Abacus
Property Group. Mark has over 35 years’ experience as
a finance executive, including as Chief Financial Officer
at ASX listed Scentre Group Limited from its formation
in July 2014 through to his retirement in April 2019.
Prior to this, he was the Deputy Group CFO of Westfield
Group for 11 years. Mark has also held a number of
senior finance roles, including being CFO and executive
director for insurance and financial services companies
Liberty Life, South Africa and Manulife Financial,
Canada.
4.Stuart McGregor – Independent Director
BCOM, LLB, MBA
Stuart McGregor was appointed to the EBOS Group
Limited Board in July 2013. Stuart was educated at
the University of Melbourne and the London School of
Business Administration, gaining degrees in Commerce
and Law. He was previously admitted as an Associate
of the Australian Society of Accountants (now CPA
Australia) and also completed a Masters of Business
Administration at the University of Melbourne.
Currently Stuart is a director of Symbion Pty Ltd and
other EBOS Group subsidiaries.
Stuart has been Company Secretary of Carlton United
Breweries, Managing Director of Cascade Brewery
Company Limited in Tasmania and Managing Director
of San Miguel Brewery Hong Kong Limited. In the public
sector, he served as Chief of Staff to a Minister for
Industry and Commerce in the Federal Government
and as Chief Executive of the Tasmanian Government’s
Economic Development Agency. He was formerly a
director of Primelife Limited and Chairman of Two Way
TV Limited and Donaco International Limited.
5. Stuart McLauchlan – Independent Director
BCOM, FCA, CF. Inst.D
Stuart McLauchlan was appointed to the EBOS
Group Limited Board in July 2019. He is Chairman of
the Audit and Risk Committee and a member of the
Remuneration Committee. Stuart is a Chartered Fellow
of the Institute of Directors and a Past President.
He is a chartered accountant, partner of GS
McLauchlan & Co, and a Fellow of the New Zealand
Institute of Chartered Accountants. He is currently
Chairman of Scott Technology Ltd and ADInstruments
Ltd. He is also a governor of the New Zealand Sports
Hall of Fame, a member of the Marsh New Zealand
Advisory Board and a member of the Advisory Board
to the Partridge Jewellers group. He was formerly a
director of Ngāi Tahu Tourism Ltd.
6. Sarah Ottrey – Independent Director
BCOM, CF. Inst.D
Sarah Ottrey was appointed to the EBOS Group Limited
Board in September 2006. She is a member of the Audit
and Risk Committee. Sarah is Chair of Whitestone
Cheese Limited and a director of Skyline Enterprises
Limited and subsidiaries, Mount Cook Alpine Salmon
Limited, Christchurch International Airport Ltd, Sarah
Ottrey Marketing Limited, and a committee member of
the NZ institute of Directors Otago/Southland Branch.
She is a past board member of the Public Trust and the
Smiths City Group. Sarah has held senior marketing
management positions with Unilever and Heineken.
7. Julie Tay – Independent Director
BA, MBA (Curtin)
Julie Tay was appointed to the EBOS Group Limited
Board in May 2023.
Residing in Singapore, Julie is currently a director of
Sonova, a global hearing care solutions company,
headquartered in Switzerland and listed on the Swiss
stock exchange. She has over 30 years’ experience in
international executive and non-executive roles across
consumer healthcare, medical devices and digital
healthcare.
Julie was most recently Senior Vice President and
Managing Director, Asia Pacific and member of the
global Executive Management Committee for Align
Technology. Prior to this time, she was regional head
of Bayer Healthcare (Diabetes Care) in Asia Pacific
and also previously held senior executive roles in Asia
at Johnson Diversey and Johnson & Johnson.
8. Peter Williams – Independent Director
Peter Williams was appointed to the EBOS Group
Limited Board in July 2013. He was formerly a director
of Green Cross Health Limited and an executive of
the Zuellig Group.
7
5
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12
EBOS Group Limited
Annual Report 2023
Financial Summary
EBOS has achieved another record result driven
by organic growth and prior year acquisitions,
reflecting the defensive and diversified nature of
our Group earnings.
Group revenue exceeded $12 billion for the first time,
up 14.0% on the prior year, driven by growth in both
our Healthcare and Animal Care segments, including
strong performances from our Community Pharmacy,
Institutional Healthcare, Contract Logistics and
Animal Care divisions.
EBOS recorded Underlying EBITDA of $582.0 million,
representing 33.2% growth and Underlying NPAT of
$281.8 million, representing 23.0% growth.
Healthcare
The Healthcare segment reported revenue of
$11.7 billion and Underlying EBITDA of $517.0 million,
representing 14.6% and 32.7% growth respectively.
In Australia, Healthcare revenue increased to
$9.4 billion and Underlying EBITDA increased to
$416.0 million, representing 15.3% and 27.5% growth
respectively. In New Zealand and Southeast Asia,
Healthcare revenue increased to $2.3 billion and
Underlying EBITDA increased to $101.0 million,
representing 11.6% and 59.7% growth respectively.
This growth was driven by our leading market
positions and strong contributions from our
Community Pharmacy, TWC, Institutional Healthcare
and Contract Logistics divisions and businesses.
Each of our divisions in the Healthcare segment
recorded double digit GOR growth, with Institutional
Healthcare recording particularly strong growth due
to contribution from acquisitions completed in FY22.
Animal Care
The Animal Care segment had a strong performance
with revenue of $560.8 million and Underlying EBITDA
of $99.1 million, representing 3.6% and 24.0% growth
respectively.
This growth was driven by strong performances from
our leading brands and businesses (Black Hawk,
Vitapet and Lyppard), the benefits of our new pet
food manufacturing facility and growth in Animates,
our New Zealand pet retail joint venture.
Cash flow and balance sheet
EBOS has generated underlying operating cash
flow of $404.7 million. This cash performance
re flects strong earnings growth and disciplined net
working capital management, partially offset by
higher finance costs and tax payments. Net capital
expenditure for the year was $97.8 million.
Return on Capital Employed for June 2023 of 15.1%
was below FY22 by 350bp and is in-line with target.
The reduction in ROCE was due to the long-term
investment in building our position in the medical
technology distribution sector through the acquisition
of LifeHealthcare.
Net Debt: EBITDA ratio at 30 June 2023 was 1.52x,
reflecting strong cash flow and earnings growth
1
.
Acquisitions
Consistent with our strategy of investing for growth,
on 31 July 2023 we completed the acquisition
of Superior Pet Food Co., which is a leading
manufacturer and supplier of premium dog rolls
based in New Zealand and is also a supplier of dog
treats. This acquisition expands our portfolio of
branded products in attractive categories, increases
our in-house manufacturing capabilities and
accelerates our new product development initiatives.
Dividends
The Directors are pleased to declare a final FY23
dividend of NZ 57.0 cents per share, which equates to
a full-year dividend of NZ 110.0 cents per share. For
the full year, this represents an increase of 14.6% on
the prior year and a dividend payout ratio of 68.5%.
The record date for the final dividend is 8 September
2023 and the dividend will be paid on 29 September
2023. The final dividend will be imputed to 25% for
New Zealand tax resident shareholders and will be
fully franked for Australian tax resident shareholders.
Reflecting the Group’s strong operating performance,
cash flow and balance sheet, the DRP will not be
available for the final dividend.
1
Net debt excludes a put option liability of $165 million, representing the estimated consideration to acquire the remaining 49% equity ownership of
the Transmedic business not currently owned by the Group. Net debt : EBITDA also excludes IFRS 16 lease impacts.
Financials 31
EBOS has achieved
another record result
driven by organic
growth and prior year
acquisitions, reflecting
the defensive and
diversified nature of
our Group earnings.
Our new 13,400m
2
Healthcare Logistics (HCL) distribution centre in Auckland with pallet capacity of 13,350.
EBOS Group Limited
Annual Report 2023
Introducing this report 44
Section A: EBOS performance
A1. Revenue and expenses 46
A2. Segment information 49
A3. Taxation 52
A4. Earnings per share 54
Section B: Key judgements made
B1. Goodwill and intangibles 55
B2. Acquisition information 60
Section C: Operating assets and liabilities used by EBOS
C1. Trade and other receivables 65
C2. Inventories 66
C3. Trade and other payables 67
Section D: Capital assets used by EBOS to operate our business
D1. Property, plant and equipment 68
D2. Capital work in progress 69
Section E: How we fund the business
E1. Share capital 70
E2. Dividends 71
E3. Borrowings 72
E4. Borrowing facilities maturity profile 73
E5. Operating cash flows 74
Section F: EBOS Group structure
F1. Subsidiaries 76
F2. Investment in associates 79
F3. Non-controlling interests 81
Section G: How we manage risk
G1. Financial risk management 82
G2. Financial instruments 84
Section H: Other disclosures
H1. Contingent liabilities 87
H2. Commitments for expenditure 87
H3. Subsequent events 87
H4. Related party disclosures 87
H5. Remuneration of auditors 88
H6. Leases 89
H7. New accounting standards 91
Contents
Directors’ Responsibility Statement 33
Independent Auditor’s Report 34
Financial Statements 38
Consolidated Income Statement 38
Consolidated Statement of Comprehensive Income 39
Consolidated Balance Sheet 40
Consolidated Statement of Changes in Equity 42
Consolidated Cash Flow Statement 43
Notes to the consolidated Financial Statements 44
Additional stock exchange information 92
Key
Key judgements and other judgements made
Subsequent event
Risks
Financial Report
Accounting policy
Explanatory note
Financials 33
Directors’ Responsibility
Statement
The Directors of EBOS Group Limited
are pleased to present to shareholders
the financial statements for EBOS
Group Limited and its controlled
entities (together the “Group”) for
the year to 30 June 2023.
The Directors are responsible for
presenting financial statements in
accordance with New Zealand law
and generally accepted accounting
practice, which give a true and fair
view of the financial position of the
Group as at 30 June 2023 and the
results of their 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 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 reasonable
assurance as to the integrity and
reliability of the financial statements.
The financial statements are signed
on behalf of the Board by:
Elizabeth Coutts
Chair
Stuart McLauchlan
Director
22 August 2023
EBOS Group Limited
Annual Report 2023
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of EBOS Group Limited and its subsidiaries
(the ‘Group’), which comprise the consolidated balance sheet as at 30 June 2023, and the consolidated
income statement, statement of comprehensive income, statement of changes in equity and cash flow
statement 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 38 to 95, present fairly,
in all material respects, the consolidated financial position of the Group as at 30 June 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 Company 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.
Our firm carries out other assignments for the Group in the area of taxation compliance services.
These services have not impaired our independence as auditor of the Group. In addition to this, partners
and employees of our firm deal with the Group on normal terms within the ordinary course of trading
activities of the business of the Group. The firm has no other relationship with, or interest in, the Group.
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 financial statements as a whole to be AUD $19m.
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.
Independent Auditor’s
Report to the Shareholders
Financials 35
Key audit matterHow our audit addressed the key audit matter
Goodwill and Indefinite Life Intangible Asset Impairment Assessment
The Group has $1,976m of goodwill and $171m of indefinite life
intangible assets, including brands of $144m, on the balance
sheet at 30 June 2023 as detailed in note B1 to the financial
statements.
The carrying values of goodwill and indefinite life intangible
assets are dependent on the future cash flows expected to be
generated by the underlying businesses, and there is a risk if
these cash flows do not meet the Group’s expectations that the
assets may be impaired.
The Group tests goodwill and indefinite life intangible assets
at least annually by determining the recoverable amount
(the higher of value- in-use or fair value less costs to sell)
of the individual assets where possible, or otherwise the cash
generating units to which the assets belong and comparing the
recoverable amounts of the assets to their carrying values.
The impairment assessment models prepared by the Group
contain a number of significant assumptions. Changes in these
assumptions might lead to a change in the carrying value of
indefinite life intangible assets and goodwill.
The Group has assessed the recoverable amount of brands
based on fair value using the relief from royalty method.
The key assumptions applied in the above models are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates;
• royalty rates; and
• terminal growth rates.
The Group has assessed the recoverable amount of each cash
generating unit (“CGU”) or group of CGU’s to which goodwill
has been allocated based on value-in-use models. The key
assumptions applied in the value-in-use models are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates; and
• terminal growth rates.
We have included the impairment assessments of goodwill and
indefinite life intangible assets as a key audit matter due to the
significance of the balances to the financial statements and
the level of judgement applied by the Group in determining the
key assumptions used to determine the recoverable amounts.
We considered whether the Group’s methodology for assessing
impairment is compliant with NZ IAS 36: Impairment of Assets.
We focused on testing and challenging the suitability of the
models and reasonableness of the assumptions used by the
Group in conducting their impairment reviews.
Our procedures included:
• Agreeing a sample of future cash flows to Board approved
forecasts;
• Challenging the reliability of the Group’s revenue and expense
growth rates by comparing the forecasts underlying the
growth rates to historical forecasts and actual results of the
underlying businesses (where applicable); and
• Assessing the reasonableness of key assumptions and
changes to them from previous years.
We used our internal valuation specialists to assist with
evaluating the models and challenging the Group’s key
assumptions. The procedures of the specialists included:
• Evaluating the appropriateness of the valuation methodology;
• Testing the mathematical integrity of the models;
• Evaluating the Group’s determination of the pre-tax
discount rates and royalty rates used in the models through
consideration of the relevant risk factors for each CGU,
the cost of capital for the Group, and market data on
comparable businesses; and
• Comparing the terminal growth rates to market data for the
industry sectors.
We evaluated the sensitivity analysis performed by
management to consider the extent to which a change in one or
more of the key assumptions could give rise to impairment in the
goodwill and indefinite life intangible assets.
EBOS Group Limited
Annual Report 2023
Key audit matterHow our audit addressed the key audit matter
Acquisition Accounting – LifeHealthcare Group
New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) require the purchaser to identify the assets
and liabilities acquired in a business combination, including
the identifiable intangible assets, and to measure them at fair
value at the date of acquisition. Goodwill arising (excess of
consideration paid over the fair value of the assets and liabilities
acquired) is required to be allocated to a Cash Generating Unit
(CGU) or groups of CGU’s benefitting from the acquisition.
As detailed in note B2 EBOS Group acquired the LifeHealthcare
Group (LHC) for $1.193b at 31 May 2022. Due to the timing of the
acquisition the acquisition balance sheet was determined on a
provisional basis as at 30 June 2022.
During the current year, the Group finalised the acquisition
accounting of LHC. The process involved complex and subjective
estimation and judgement by Management including the
following:
• Identification and valuation of the assets acquired, including
finite life and indefinite life intangible assets, and the liabilities
assumed as at acquisition date;
• Assessment of the useful lives of assets acquired including
the acquired finite life intangible assets which is a key input in
determining the fair values.
We have included the determination of the fair value attributable
to the assets and liabilities acquired as part of the of LHC
acquisition as a key audit matter due its the significance to
the financial statements, and the subjectivity and complexity
inherent in determining fair value.
Management engaged an external expert to assist them in the
identification of acquired assets and the determination of their
fair values at acquisition date.
Our procedures included:
• Considering the completeness of the identified assets and
liabilities acquired including the identification and classification
of acquired finite life and indefinite life intangible assets;
• Reviewing the valuation methodologies in determining the fair
values of the identified assets and liabilities at acquisition date;
• Assessing the cash flow forecasts used in the measurement of
the identifiable intangible assets, which included assessing the
appropriateness of the future cash flow forecasts and discount
rates applied;
• Reviewing management’s assessment of the attributed useful
life of the identified finite life assets when recalculating fair
value; and
• Assessing the competence, capabilities, objectivity and
expertise of Management’s external valuation expert and the
appropriateness of their work as audit evidence for the relevant
assertions.
• Recomputing the resulting goodwill to be recognised on
acquisition;
• Engaging our own internal valuation expert to assist in
understanding and evaluating the work and findings of
Management’s expert; and
• Evaluating the related disclosures about the acquisition.
Financials 37
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, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s
responsibilities
for the audit of the
consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs 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 other 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
Christchurch, New Zealand
22 August 2023
EBOS Group Limited
Annual Report 2023
EBOS Group Limited
Annual Report 2023
Notes to the financial statements are included on pages 44 to 95.
Consolidated Income Statement
The Consolidated Income Statement presents income earned and expenditure incurred by the Group during the financial year in
determining profit.
For the financial year ended 30 June 2023Notes
2023
A$’000
2022
A$’000
Revenue
A1(a)12,237,401 10,734,119
Income from associatesF212,3699,749
Profit before depreciation, amortisation, net finance costs
and tax expense (EBITDA)
568,776
405,810
DepreciationA1(b)(86,246)(67,534)
AmortisationA1(b)(38,538)(14,338)
Profit before net finance costs and tax expense (EBIT)
443,992323,938
Finance income8,5422,762
Finance costs – borrowings(67,808)(22,943)
Finance costs – leasesH6(11,295)(8,504)
Profit before tax expense373,431295,253
Tax expenseA3(109,986)(93,215)
Profit for the year
263,445202,038
Profit for the year attributable to:
Owners of the Company253,373202,605
Non-controlling interests10,072(567)
263,445202,038
Earnings per share:
Basic (cents per share)A4132.9114.5
Diluted (cents per share)A4132.9114.5
Financial Statements
Financials 39Introduction 39Financials 39
Notes to the financial statements are included on pages 44 to 95.
Consolidated Statement of Comprehensive Income
The Consolidated Statement of Comprehensive Income presents profit for the year, plus gains and losses that are not recognised
in the Consolidated Income Statement and instead are required to be taken directly to reserves within equity.
For the financial year ended 30 June 2023
2023
A$’000
2022
A$’000
Profit for the year
263,445202,038
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Cash flow hedge gains1,11410,341
Related income tax(384)(3,212)
Movement in foreign currency translation reserve5,941(15,937)
6,671(8,808)
Items that will not be reclassified subsequently to profit or loss:
Movement on equity instruments fair valued through other comprehensive income1,016(3,441)
Total comprehensive income net of tax
271,132189,789
Total comprehensive income for the year is attributable to:
Owners of the Company260,908190,356
Non-controlling interests10,224(567)
271,132189,789
EBOS Group Limited
Annual Report 2023
Consolidated Balance Sheet
The Consolidated Balance Sheet presents a summary of the Group’s assets, liabilities and equity at the end of the financial year.
As at 30 June 2023Notes
2023
A$’000
2022
A$’000
Current assets
Cash and cash equivalents211,886517,316
Trade and other receivablesC11,497,5261,374,095
Prepayments40,47431,968
InventoriesC21,234,2371,103,975
Current tax refundable5,918127
Other financial assets – derivativesG216,83619,722
Total current assets
3,006,8773,047,203
Non-current assets
Property, plant and equipmentD1329,777298,355
Capital work in progressD249,11024,992
Prepayments2,0111,360
Deferred tax assetsA3 (b)206,586192,727
GoodwillB1 (a)1,976,3681,946,521
Indefinite life intangiblesB1 (b)171,108170,405
Finite life intangiblesB1 (d)344,156372,793
Right of use assetsH6281,788249,596
Investment in associatesF253,65045,912
Other financial assets15,60212,979
Total non-current assets
3,430,1563,315,640
Total assets
6,437,0336,362,843
Current liabilities
Trade and other payablesC32,314,3712,024,853
Bank loansE342,124331,517
Lease liabilitiesH650,14242,627
Current tax payable6,37040,532
Employee benefits80,04676,169
Other financial liabilities – derivativesG2165,000-
Total current liabilities
2,658,053 2,515,698
Notes to the financial statements are included on pages 44 to 95.
Financials 41
As at 30 June 2023Notes
2023
A$’000
2022
A$’000
Non-current liabilities
Bank loansE3936,3511,046,259
Lease liabilitiesH6254,326227,203
Trade and other payablesC315,38334,173
Deferred tax liabilitiesA3 (b)259,245241,414
Employee benefits10,3159,540
Other financial liabilities – derivativesG2-137,000
Total non-current liabilities
1,475,6201,695,589
Total liabilities4,133,6734,211,287
Net assets
2,303,3602,151,556
Equity
Share capitalE11,889,8631,810,562
Share-based payments reserve16,21011,228
Foreign currency translation reserve(31,311)(37,100)
Retained earnings559,428481,666
Fair value through other comprehensive income reserve(4,986)(6,002)
Cash flow hedge reserve5,1884,458
Equity attributable to owners of the Company
2,434,3922,264,812
Non-controlling interestsF3(131,032) (113,256)
Total equity
2,303,3602,151,556
Consolidated Balance Sheet continued
Notes to the financial statements are included on pages 44 to 95.
EBOS Group Limited
Annual Report 2023
Consolidated Statement of Changes in Equity
The Consolidated Statement of Changes in Equity presents the components of capital and reserves of the Group and explains the
movements in each component during the financial year.
For the financial year ended
June 2023Notes
Share
capital
A$’000
Share-
based
payments
reserve
A$’000
Foreign
currency
translation
reserve
A$’000
Retained
earnings
A$’000
Fair value
through
other com-
prehensive
income
reserve
A$’000
Cash flow
hedge
reserve
A$’000
Non-
controlling
interests
A$’000
Total
A$’000
Balance at 1 July 2021
993,61610,350(21,163)433,453(2,561)(2,671)(5,321)1,405,703
Profit for the year
---202,605--(567)202,038
Other comprehensive income
for the year, net of tax
--(15,937)-(3,441)7,129-(12,249)
Payment of dividendsE2---(154,392)---(154,392)
Arising on acquisition of subsidiariesB2------29,63229,632
Option over non-controlling interestsF3------(137,000)(137,000)
Share-based payments-878-----878
Share placementE1638,155------638,155
Retail offerE1159,981------159,981
Script considerationE122,638------22,638
Share placement and retail offer issue costsE1(10,769)------(10,769)
Tax on deductible issue costsE13,097------3,097
Employee LTI shares exercisedE12,343------2,343
Employee share plan shares issuedE11,617------1,617
Employee share issue costsE1(116)------(116)
Balance at 30 June 2022
1,810,56211,228(37,100)481,666(6,002)4,458(113,256)2,151,556
Balance at 1 July 20221,810,56211,228(37,100)481,666(6,002)4,458(113,256)2,151,556
Profit for the year---253,373--10,072263,445
Other comprehensive income for the
year, net of tax
--5,789-1,0167301527,687
Payment of dividendsE2---(175,611)---(175,611)
Option over non-controlling interestsF3------(28,000)(28,000)
Share-based payments-4,982-----4,982
Dividends reinvestedE177,981------77,981
Share placement costsE1(285)------(285)
Tax on deductible issue costsE185------85
Employee share plan shares issuedE11,681------1,681
Employee share issue costsE1(161)------(161)
Balance at 30 June 20231,889,86316,210(31,311)559,428(4,986)5,188(131,032)2,303,360
Notes to the financial statements are included on pages 44 to 95.
Financials 43
Consolidated Cash Flow Statement
The Consolidated Cash Flow Statement presents the cash generated and used by the Group during the financial year.
For the financial year ended 30 June 2023Notes
2023
A$’000
2022
A$’000
Cash flows from operating activities
Receipts from sale of goods and services12,124,627 10,599,165
Interest received8,5422,762
Dividends received from associatesF211,57910,607
Payments for purchase of goods and services(11,529,888) (10,217,016)
Taxes paid(144,381)(115,335)
Interest paid(79,103)(31,447)
Net cash inflow from operating activitiesE5391,376248,736
Cash flows from investing activities
Sale of property, plant and equipment533453
Purchase of property, plant and equipment(54,497)(27,567)
Payments for capital work in progress(39,552)(54,205)
Payments for intangible assets(4,303)(7,862)
Investment in associatesF2(6,214)-
Acquisition of subsidiariesB2(49,658)(1,299,120)
Investment in other financial assets(574)(7,896)
Net cash (outflow) from investing activities
(154,265)(1,396,197)
Cash flows from financing activities
Proceeds from issue of sharesE179,216791,211
Proceeds from borrowingsE523,9411,160,888
Repayment of borrowingsE5(425,575)(255,427)
Repayment of lease liabilitiesH6(48,983)(40,941)
Dividends paid to equity holders of parent(175,730)(154,110)
Net cash (outflow)/inflow from financing activities
(547,131)1,501,621
Net (decrease)/increase in cash held(310,020)354,160
Effect of exchange rate fluctuations on cash held4,590(5,797)
Net cash and cash equivalents at the beginning of the year517,316168,953
Net cash and cash equivalents at the end of the year211,886517,316
Notes to the financial statements are included on pages 44 to 95.
EBOS Group Limited
Annual Report 2023
Notes to the consolidated financial statements
For the financial year ended 30 June 2023.
Introducing this report
The notes to the financial statements include information that is considered relevant and material to assist the reader in the
understanding of the financial performance and financial position of EBOS Group Limited and its controlled entities
(together “the Group” or “EBOS”).
Information is considered relevant and material if:
• the amount is significant because of its size and nature;
• it is important to assist the readers understanding of the results of EBOS;
• it helps to explain to the reader the changes in the business and/or operations of EBOS; or
• it relates to an aspect of operations that is important to the future performance of EBOS.
EBOS Group Limited (‘the Company’) is a profit-oriented company incorporated in New Zealand, registered under the Companies Act
1993 and dual listed on both the New Zealand Stock Exchange and the Australian Securities Exchange.
Basis of preparation
The financial statements have been prepared in
accordance with Generally Accepted Accounting
Practice (‘GAAP’). They comply with New Zealand
Equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and other applicable reporting
standards as appropriate for profit oriented entities.
The financial statements comply with International
Financial Reporting Standards (‘IFRS’).
EBOS is a Tier 1 for-profit entity in terms of the
New Zealand External Reporting Board Standard A1.
The Company is a FMC reporting entity for the purposes
of the Financial Markets Conduct Act 2013, and its
financial statements comply with this Act.
The financial statements have been prepared on the
basis of historical cost, except for the revaluation of
certain financial instruments. Cost is based on the fair
value of the consideration given in exchange for assets.
The Consolidated Balance Sheet as at 30 June 2022
presented within this report has been updated to reflect
the final fair value adjustments attributable to the
acquisition of LifeHealthcare Group. There is no impact
to the 30 June 2022 Statement of Comprehensive
Income. Details of the accounting for the acquisition of
LifeHealthcare Group are presented in note B2.
The information is presented in thousands of Australian
dollars, unless otherwise stated.
Critical accounting estimates and judgements
In the process of applying the Group’s accounting
policies and the application of accounting standards,
EBOS has made a number of judgements and estimates.
The estimates and underlying assumptions are based
on historic experience and various other factors that are
considered to be appropriate under the circumstances.
Therefore, there is an inherent risk that actual results
may subsequently differ from the estimates made.
These estimates and underlying assumptions are
reviewed on an on-going 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 and estimates that are considered material
to understanding the performance of EBOS are found
in the relevant notes to the financial statements.
Key judgements have been made in regard to
assumptions that support the impairment assessment
for goodwill and indefinite life intangibles (note B1) and
business combination accounting (note B2 and note F3).
Financials 45
Introducing this report continued
Basis of consolidation
The Group’s financial statements comprise the
financial statements of EBOS Group Limited, the parent
company, combined with all the entities that comprise
the Group, being its subsidiaries (listed in note F1)
and its share of associate investments
(listed in note F2). The financial statements of the
members of the Group, including associates, are
prepared for the same reporting period as the parent
company, using consistent accounting policies.
Subsidiaries are consolidated on the date on which
control is obtained to the date on which control is lost.
The results of subsidiaries acquired or disposed of
during the year are included in the Consolidated Income
Statement from the effective date of acquisition or up to
the effective date of disposal, as appropriate.
All significant inter-company transactions and balances
are eliminated on consolidation.
Adopting of new and revised standards and interpretations
In the current year, the Group adopted all mandatory
new and amended standards and interpretations. None
had a material impact on these financial statements.
The Group is not aware of any NZ IFRS Standards
or Interpretations that have been recently issued
or amended that have not yet been adopted by the
Group that would materially impact the Group for the
reporting period ended 30 June 2023.
Foreign currency
Functional currency
The financial statements of each of the Group’s entities
are measured using the currency of the primary
economic environment in which that entity operates
(“the functional currency”).
Transactions and balances
Foreign currency transactions are translated into
the functional currency using the exchange rate on the
date of the transaction. At each balance sheet date,
monetary assets and liabilities that are denominated in
foreign currencies are translated at the rates prevailing
on the balance sheet date. Non-monetary assets and
liabilities that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences arising on the settlement of
monetary items, and on the translation of monetary
items, are included in the Consolidated Income
Statement for the period.
Foreign operations
On consolidation, the assets and liabilities of EBOS’
overseas operations are translated at the exchange
rate at the reporting date. Income and expense items
are translated at the average rates for the period.
Exchange differences arising are recognised in the
foreign currency translation reserve (in equity) and
recognised in profit or loss on disposal of the foreign
operation.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the
exchange rate at the reporting date.
Other accounting policies
Other accounting policies that are relevant to the
readers understanding of the financial statements
are included throughout the following notes to the
financial statements.
EBOS Group Limited
Annual Report 2023
A1. Revenue and expenses
(a) Revenue
Revenue consisted of the following items:
2023
A$’000
2022
A$’000
Community Pharmacy7,312,355 6,441,693
Institutional Healthcare3,590,454 3,069,546
Contract Logistics Services144,086 123,240
Contract Logistics Sales820,549 762,222
Interdivisional eliminations(190,887) (203,923)
Healthcare11,676,557 10,192,778
Animal Care560,844 541,341
12,237,401 10,734,119
Recognition and measurement
Community Pharmacy and Institutional Healthcare
Revenue is derived from the supply of human healthcare products to pharmacies, hospitals, aged care facilities,
supermarkets and other healthcare providers in Australia, New Zealand and Southeast Asia markets. This includes the
supply of agency products, EBOS’ own branded human healthcare products and distributed by the Group’s branded
distribution businesses. Following delivery of the goods, the customer obtains control as it has full discretion over the
manner of distribution and price to sell the goods, has the primary responsibility when on selling the goods and bears the
risks of loss in relation to the goods.
A receivable is recognised by the Group when it passes control of the goods, which is when the goods are delivered to
the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the
passage of time is required before payment is made.
The transaction price may be adjusted for customers who pay their account in full, earlier than what standard credit terms
would require, or for incremental costs incurred in obtaining a sales contract which are recognised over the contractual
period. Under the Group’s standard terms with customers, product returns, refunds and provision for warranties are in
accordance with local requirements. Accumulated experience has been used to determine that such returns are not
significant.
Section Overview
This section explains the financial performance of EBOS by:
a) displaying additional information about individual items in the Consolidated Income Statement;
b) presenting further analysis of EBOS’ operating segments by revenue and expenses; and
c) providing an analysis of the components of EBOS’ tax balances for the year and the current imputation credit
account balance.
Section A: EBOS performance
Financials 47
A1. Revenue and expenses continued
(a) Revenue continued
Recognition and measurement
Contract Logistics
Sales: Sales consist of the sale of human healthcare
products to a wide range of healthcare customers
(wholesalers, pharmacies, hospitals and medical
centres), in accordance with agreed terms with the
customer. A receivable is recognised by the Group
when it passes control of the goods, as this represents
the point in time at which the right to consideration
becomes unconditional, as only the passage of time is
required before payment is made.
Under our standard terms with customers product
returns, refunds and provision for warranties
provided are in accordance with local requirements.
Accumulated experience has been used to determine
that such returns are not significant.
Service fees: Revenue is derived from the provision
of logistics services for a fee to healthcare
manufacturers for their operating activities in
Australia and New Zealand. Service fees are typically
charged for storage of manufacturer’s inventory
holdings and pick, pack and delivery services
provided over a period of time, typically on a monthly
basis, as specified within contractual rates agreed
with the manufacturer.
The performance obligation is satisfied either at a
point in time or over time, as applicable, at which point
the right to consideration becomes unconditional,
as only the passage of time is required before
payment is made.
Animal Care
Revenue is derived from the supply of animal
care products to pet retail and vet clinics across
Australia and New Zealand. This includes EBOS’
own manufactured and contract manufactured
animal care products. Upon delivery of the goods,
the customer assumes full control as it has complete
discretion over the manner of distribution and pricing
of goods, has the primary responsibility when
on-selling the goods and bears the risks of loss in
relation to the goods.
A receivable is recognised by the Group when it
passes control of the goods, which is when the goods
are delivered to the customer as this represents
the point in time at which the right to consideration
becomes unconditional, as only the passage of time
is required before payment is made.
Under the Group’s standard terms with customers
product returns, refunds and provision for warranties
are in accordance with local requirements.
Accumulated experience has been used to determine
that such returns are not significant.
EBOS Group Limited
Annual Report 2023
A1. Revenue and expenses continued
(b) Expenses
Profit before tax expense has been arrived at after charging the following expenses by nature:
2023
A$’000
2022
A$’000
One-off items
(1)
(13, 234) (31,038)
Cost of sales(10,676,268) (9,488,854)
Writedown of inventory(13,671) (11,438)
Impairment loss on trade and other receivables(1,096) (1,683)
Depreciation of property, plant and equipment(32,454) (22,557)
Depreciation on right of use assets(53,792) (44,97 7)
Amortisation of finite life intangibles attributable to fair value
adjustments for the LifeHealthcare Group acquisition(26,938)(1,451)
Amortisation of other finite life intangibles(11,600)(12,887)
Short-term and low value asset leases(10,358)(7,423)
Donations(443)(514)
Employee benefit expense(491,699)(392,479)
Defined contribution plan expense(29,321)(21,335)
Other expenses(444,904)(383, 294)
Total expenses(11,805,778) (10,419,930)
(1) One-off items comprise Institutional Healthcare integration costs of $12.5m (2022: nil) and merger and acquisition costs of $0.7m (2022: $31.0m).
Recognition and measurement
Impairment
EBOS reviews the recoverable amount of its tangible and intangible assets, including goodwill, at each balance date. If the
carrying value of an asset exceeds the recoverable amount, an impairment expense is recognised in the income statement.
Tangible assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of future cash flows
expected to be generated by the asset (value in use).
Depreciation and amortisation
Depreciation is provided for on a straight line basis on all property, plant and equipment other than freehold land,
at depreciation rates calculated to allocate the assets’ cost less estimated residual value, over their estimated useful
lives. Refer to note D1 for the useful lives used in the calculation of depreciation.
Amortisation is charged on a straight line basis over the estimated useful life of finite life intangibles. Refer to note B1(d)
for the useful lives used in the calculation of amortisation.
Short term and low value asset leases
EBOS leases certain land, buildings, plant and equipment.
The Group has elected not to recognise right of use assets and lease liabilities for short-term leases and low value asset
leases. The Group recognises the lease payments associated with the leases as an expense (recognised within other
expenses in the Income Statement on a straight-line basis over the lease term).
Financials 49
A1. Revenue and expenses continued
(b) Expenses continued
Employee expenses
Provision is made for benefits owing to employees in respect of wages and salaries, annual leave, long service leave
and employee incentives for services rendered. Provisions are recognised when it is probable they will be settled and
can be measured reliably. They are carried at the remuneration rate expected to apply at the time of settlement and
discounted to the present value of the expected payment to the employee at balance date.
Net finance costs
Finance costs include bank interest and amortisation of costs incurred in connection with borrowing facilities.
Finance costs are expensed immediately as incurred, using the effective interest method, unless they relate to
acquisition and development of qualifying assets, in which case they are capitalised.
Interest income is recognised on a time-proportionate basis using the effective interest method.
A2. Segment information
(a) Reportable segments
EBOS’ major products and services are allocated consistently with the reportable segments, i.e. Healthcare and Animal Care,
with no major products and services allocated to Corporate.
(b) Segment revenues and results
The following is an analysis of EBOS’ revenue and results by reportable segment:
Revenue from external customers (A$’000)
Corporate
Includes net funding costs and
central administration expenses
that have not been allocated to
the Healthcare or Animal Care
segments.
Animal Care Segment
Sales of animal care products
in a range of sectors, own
manufactured and contract
manufactured brands, retail,
and wholesale activities.
Sales of healthcare products in a
range of sectors, own brands,
retail healthcare, pharmacy,
hospital and logistic services and
wholesale activities.
20232022
Healthcare 95% $11,676,557
Animal Care 5% $560,844
Healthcare 95% $10,192,778
Animal Care 5% $541,341
Healthcare Segment
EBOS Group Limited
Annual Report 2023
A2. Segment information continued
EBITDA (A$’000)
Net profit/(loss) after tax for the year attributable to owners of the Company (A$’000)
Associate information:
2023
A$’000
2022
A$’000
Included in the segment results above is income from associates:
Animal Care10,1277,4 42
Healthcare2,2422,307
Total income from associates12,3699,749
(b) Segment revenues and results continued
Healthcare
($34,136)($32,668)
Animal CareCorporate
2022
2023
($79,267)($46,953)
HealthcareAnimal CareCorporate
2022
2023
$504,469
$358,517
$268,002
$196,368
$98,443
$79,961
$64,638
$53,190
Financials 51
The following is an analysis of other financial information by reportable segment:
HealthcareAnimal CareCorporate
2023
A$’000
2022
A$’000
2023
A$’000
2022
A$’000
2023
A$’000
2022
A$’000
Revenue from external customers11,676,55710,192,778560,844541,341--
EBITDA
504,469358,51798,44379,961(34,136)(32,668)
Depreciation of property, plant and
equipment(28,684)(21,029)(3,770)(1,528)--
Depreciation on right of use assets(46,826)(38, 275)(5,867)(5,602)(1,099)(1,100)
Amortisation of finite life intangibles
attributable to fair value adjustments for the
LifeHealthcare Group acquisition
(26,938)(1,451)----
Amortisation of finite life intangibles(10,919)(12,638)(681)(249)--
EBIT391,102285,12488,12572,582(35,235)(33,768)
Net finance costs----(70,561)(28,685)
Tax (expense)/credit(113,028)(89,323)(23,487)(19,392)26,52915,500
Profit for the year
278,074195,80164,63853,190(79,267)(46,953)
Non-controlling interests(10,072)567----
Profit for the year attributable to owners
of the Company268,002196,36864,63853,190(79,267)(46,953)
(c) Geographical information
EBOS operates in two principal geographical areas: (i) Australia and (ii) New Zealand (country of domicile) and Southeast Asia.
EBOS’ revenue from external customers by geographical location and information about its segment assets (non-current assets),
excluding investment in associates and deferred tax assets, are detailed below:
AustraliaNew Zealand and
Southeast Asia
Group
2023
A$’000
2022
A$’000
2023
A$’000
2022
A$’000
2023
A$’000
2022
A$’000
Continuing operations
Revenue from external customers9,901,504 8,636,607 2,335,897 2,097,512 12,237,401 10,734,119
Non-current assets
2,693,830 2,634,358 476,090442,6433,169,9203,077,001
A2. Segment information continued
(b) Segment revenues and results continued
EBOS Group Limited
Annual Report 2023
A3. Taxation
(a) Tax expense recognised in Consolidated Income Statement
The tax rates used are principally the corporate tax rates of 28% (2022: 28%) payable by New Zealand and 30% (2022: 30%) payable by
Australian corporate entities on taxable profits under tax law in each jurisdiction.
2023
A$’000
2022
A$’000
Tax expense comprises:
Current tax expense:
Current year105,042 111,481
Adjustments for prior years(2,646) (1,840)
102,396 109,641
Deferred tax expense/(credit):
Origination and reversal of temporary differences6,351 (17,892)
Adjustments for prior years1,239 1,466
7, 590 (16,426)
Total tax expense109,986 93,215
The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the
financial statements as follows:
Profit before tax expense373,431 295,253
Tax expense calculated at 28% (2022: 28%)104,561 82,671
Non-deductible expenses8,015 8,277
Effect of different tax rates of subsidiaries operating in overseas jurisdictions4,084 5,005
Over provision of tax expense in prior years(1,407) (374)
Other adjustments(5,267) (2,364)
Total tax expense
109,986 93,215
(d) Information about major customers
No revenues from transactions that are with a single customer amount to 10% or more of EBOS’ revenues (2022: Nil).
Recognition and measurement
The reportable segments of EBOS have been identified in accordance with NZ IFRS 8 ‘Operating Segments’.
The Group’s operating segments are identified on the basis of internal reports about components of the Group that are
regularly reviewed by the chief operating decision-maker in order to allocate resources to the segment and to assess its
performance.
The accounting policies of EBOS have been consistently applied to the operating segments. Profit before depreciation,
amortisation, net finance costs and tax expense (EBITDA) is the measure reported to the chief operating decision-maker
for the purpose of resource allocation and assessment of segment performance. Assets are not allocated to operating
segments as they are not reported to the chief operating decision-maker at a segment level.
Financials 53
A3. Taxation continued
(b) Deferred tax assets and liabilities
Taxable and deductible temporary differences arise from the following:
2023
A$’000
2022
A$’000
Gross deferred tax liabilities:
Property, plant and equipment4,945 6,962
Other payables5,130 4,018
Other financial assets – derivatives1,5971,223
Right of use assets85,891 72,107
Intangible assets161,682157,104
Total gross deferred tax liabilities
259,245241,414
Gross deferred tax assets:
Property, plant and equipment8,83313,480
Other payables82,60782,723
Lease liabilities90,934 76,092
Intangible assets24,03117,4 41
Tax losses carried forward181 2,991
Total gross deferred tax assets
206,586192,727
(c) Imputation credit account balances
2023
A$’000
2022
A$’000
Imputation credit account balances
Imputation credits available directly and indirectly to
shareholders of the parent company:11,57213,354
Imputation credits allow EBOS to pass on to its shareholders the benefit of the New Zealand income tax it has paid by attaching
imputation credits to the dividends it distributes, reducing shareholders’ net tax obligations.
EBOS Group Limited
Annual Report 2023
A3. Taxation continued
Recognition and measurement
Taxable profit differs from profit before tax reported in the Consolidated Income Statement as it excludes items of
income and expense that are taxable or deductible in other years (temporary differences) and also excludes items that
will never be taxable or deductible (permanent differences).
Income tax expense components are current income tax and deferred tax.
Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of
temporary differences. These arise from differences in the recognition of assets and liabilities for financial reporting and
for the filing of income tax returns.
Deferred tax is recognised on all temporary differences, other than those arising:
• from goodwill;
• from the initial recognition of assets and liabilities in a transaction (other than in a business combination) that affects
neither the accounting nor taxable profit or loss; and
• investments in associates and subsidiaries where EBOS is able to control the reversal of the temporary differences and
such differences are not expected to reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset
realised, based on tax rates and tax laws that have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the asset.
This is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable
profits will be available in the future to utilise the deferred tax asset.
A4. Earnings per share
Basic earnings
per share
Diluted earnings
per share
2023 202220232022
Earnings used in the calculation of
total earnings per shareA$’000253,373202,605253,373202,605
Weighted average number of ordinary shares for
the purposes of calculating earnings per share
No.
(000’s)190,602176,916190,602176,916
Earnings per shareCents132.9114.5132.9114.5
Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the company by the
weighted average number of ordinary shares on issue during the year excluding shares held as treasury stock.
Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.
Financials 55
B1. Goodwill and intangibles
(a) Goodwill
Notes2023
A$’000
2022
A$’000
Gross carrying amount
Balance at beginning of financial year1,946,521 999,339
Recognised from business acquisition during the yearB222,296955,744
Effects of foreign currency exchange and other differences7, 551 (8,562)
Net book value
1,976,3681,946,521
Recognition and measurement
Goodwill arising on the acquisition of a subsidiary is recognised as an asset at the date that control is acquired
(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interest in the acquiree, and the fair value of the acquirer’s previously-held equity interest (if any) in the
acquiree over the fair value of the identifiable net assets recognised.
Goodwill is not amortised, but is reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of EBOS’ CGUs or groups of CGUs expected to benefit from the synergies of the combination.
CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. The recoverable amount is the higher of fair value less costs to sell and value in
use. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is first allocated to reduce
the carrying amount of any goodwill and then to the other assets of the unit on a pro-rata basis. Any impairment loss on
goodwill is recognised immediately in profit or loss and is not subsequently reversed.
Section B: Key judgements made
Section Overview
This section identifies the balances and transactions to which key judgements have been made by EBOS in the
preparation of these financial statements. Key judgements have been made in regards to the estimates for future
cash flows for goodwill and indefinite life intangibles impairment assessment purposes, and the identification of
intangible assets and recognition of goodwill for business acquisitions.
EBOS Group Limited
Annual Report 2023
B1. Goodwill and intangibles continued
(b) Indefinite life intangibles
TerryWhite
Chemmart
Brands
A$’000
Other
Healthcare
Brands
A$’000
Franchise
Network
A$’000
Animal
Care
Brands
A$’000
Healthcare
Trademarks
A$’000
To tal
A$’000
Gross carrying amount
Balance at 1 July 202136,53833,76110,95425,05116,050122,354
Acquisitions through business combinations-52,973---52,973
Reclassification to finite life intangibles-(3,624)---(3,624)
Effects of foreign currency exchange and
other differences-(635)-(182)(481)(1,298)
Balance at 30 June 202236,53882,47510,95424,86915,569170,405
Effects of foreign currency exchange
and other differences-343-99261703
Balance at 30 June 202336,53882,81810,95424,96815,830171,108
Recognition and measurement
Indefinite life intangible assets represent purchased brands, trademarks and a franchise network asset that are initially
recognised at fair value. These intangible assets are tested annually for impairment on the same basis as for goodwill.
Judgement: useful lives of indefinite life intangible assets
The Directors have assessed these brands, trademarks and a franchise network asset as having an indefinite useful life.
In coming to this conclusion the expected expansion of these assets across other products and markets, the typical product
life cycle of these assets, the stability of the industry in which the assets are operating, the level of maintenance expenditure
required and the period of legal control over these assets have been considered.
Financials 57
B1. Goodwill and intangibles continued
(c) Cash-generating units
The carrying amount of goodwill and indefinite life intangibles allocated to CGUs or groups of CGUs is as follows:
GoodwillIndefinite life intangibles
2023
A$’000
2022
A$’000
2023
A$’000
2022
A$’000
Healthcare Australia
1
712,631 709,369 9,059 9,059
Healthcare New Zealand
2
67,141 66,034 20,787 20,444
Healthcare: Pharmacy/Logistics NZ
3
87, 263 85,823 15,829 15,568
Healthcare: TerryWhite Group
4
53,249 39,726 47,492 47,492
Healthcare: Medical Technology
5
902,276892,73352,97352,973
Animal Care
6
153,808 152,836 24,968 24,869
1,976,3681,946,521171,108170,405
1 Australian Consumer, Hospital, Pharmacy, Primary Healthcare sectors.
2 New Zealand Consumer, Hospital, Primary Healthcare, Aged Care and International Product Supplies.
3 New Zealand Pharmacy Wholesaler and Logistic Services.
4 Australia – Terry White Group.
5 Australia, New Zealand and Southeast Asia Medical Technology.
6 Australia and New Zealand Animal Care.
For the year ended 30 June 2023, the Directors have determined that there is no impairment of any of the CGUs containing goodwill,
brands, trademarks or the franchise network asset (2022: Nil).
Key judgement: impairment assessment assumption
The recoverable amounts of cash generating units are determined on the basis of value in use calculations.
The recoverable amount calculations are most sensitive to changes in the following assumptions:
Revenue
Estimated by management based on revenue achieved in the period immediately before the start
of the assessment period and adjusted each year for any anticipated growth.
Operating costs
Estimated by management based on current trends at the start of the assessment period and
adjusted for expected changes in the business or sector in which the business operates.
Discount rates
Estimated by management based on a current market assessment of the time value of money,
cost of capital and risks specific to the asset or CGU to which the cash flows generated by that
asset or CGU are being assessed.
EBOS Group Limited
Annual Report 2023
B1. Goodwill and intangibles continued
(c) Cash-generating units continued
20232022
Goodwill
Annual revenue growth rates3.0% - 7.0%3.5% - 6.2%
Allowance for increases in expenses3.0% - 6.0%3.0% - 6.0%
Pre-tax discount rates10.0% - 13.9%10.4% - 12.2%
Terminal growth rate 2.5%2.5%
Key estimate: value in use calculation
The value in use calculation uses cash flow projections based on financial forecasts approved by the Board and management
covering a five year period, including terminal value, and management’s past experience. The following estimates, excluding
the impact of known business losses, were used in the value in use calculation:
Key estimate: value in use calculation
The fair value of indefinite life intangibles has been calculated using the relief from royalty method. The following estimates
were used:
Management has carried out a sensitivity analysis and believe that any reasonable possible change in the key assumptions
would not cause the book value of any CGUs or groups of CGUs to exceed their recoverable amount.
20232022
Indefinite life intangibles
Annual revenue growth rates3.0% - 8.0%5.0% - 8.5%
Allowance for increases in expenses3.0% - 5.0%3.0% - 6.0%
Royalty rate3.0% - 11.8%3.0% - 11.8%
Pre-tax discount rates11.7% - 18.0%12.1% - 18.0%
Terminal growth rate 2.5%2.5%
Financials 59
B1. Goodwill and intangibles continued
(d) Finite life intangibles
Supply
contracts
A$’000
Other
A$’000
To tal
A$’000
Gross carrying amount341,722144,855486,577
Accumulated amortisation and impairment(2,796)(110,988)(113,784)
Balance at 30 June 2022
338,92633,867372,793
Gross carrying amount341,717150,196491,913
Accumulated amortisation and impairment(29,730)(118,027)(147,757)
Balance at 30 June 2023
311,98732,169344,156
Aggregate amortisation recognised as an expense during the year:
2023
A$’000
2022
A$’000
Supply contracts
1
26,938 1,451
Other11,60012,887
38,53814,338
Recognition and measurement
Finite life intangible assets are recorded at cost less accumulated amortisation. Amortisation is charged on a straight line
basis over their estimated useful life.
Other finite life intangible assets comprise primarily software.
Judgement: Useful lives of finite life intangible assets
In determining the estimated useful life of finite life intangible assets (of a period of between one to 13 years) the following
characteristics have been assessed: (i) expected expansion of the usage of the assets, (ii) the typical product life cycle
of these assets, (iii) the stability of the industry in which the assets are operating, and (iv) the level of maintenance
expenditure required. The estimated useful life and amortisation period is reviewed at the end of each annual reporting
period.
1 Non-cash intangibles recognised on acquisitions.
EBOS Group Limited
Annual Report 2023
B1. Goodwill and intangibles continued
(e) Goodwill and intangibles accounting policies
Accounting policies
At each balance sheet date, EBOS reviews the carrying amounts of its non-current 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, EBOS estimates the recoverable amount of the CGU to which the asset
belongs.
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 (CGU) is estimated to be less than its carrying amount, the carrying amount of the
asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, other than for Goodwill, the carrying amount of the asset (CGU) 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
(CGU) in prior years. A reversal of an impairment loss is recognised as income immediately. Impairment losses cannot be
reversed for goodwill.
B2. Acquisition information
LifeHealthcare Group acquisition
On 31 May 2022, the Group, through its subsidiary EBOS Medical Devices Australia Pty Ltd, acquired a 100% of equity interest
in Pacific Health Supplies TopCo1 Pty Ltd and Pacific Health Supplies TopCo2 Pty Ltd (LifeHealthcare Group). Due to the close
proximity of the acquisition date to the 30 June 2022 balance date and the material nature of the entities being acquired,
the business combination accounting was considered provisional, and presented as such, in the Group’s 30 June 2022 financial
statements.
Finalisation of the purchase price accounting was completed within the 12-month measurement period, resulting in retrospective
changes to the provisional fair values presented in the Balance Sheet as at 30 June 2022 previously reported. There is no impact to
the 30 June 2022 Statement of Comprehensive Income. The acquisition accounting adjustments include independent valuations
performed on the inventories and intangible assets recognised as part of the acquisition.
Details of the final fair values of the identifiable assets and liabilities acquired are as follows:
Financials 61
B2. Acquisition information – LifeHealthcare continued
Carrying
value
A$’000
Fair value
adjustment
A$’000
Fair value on
acquisition (i)
A$’000
Current assets
Cash and cash equivalents19,042-19,042
Trade and other receivables81,210 (13,784)
1
67,426
Prepayments6,086(738)
2
5,348
Inventories131,038(16,078)
3
114,960
Other financial assets – derivatives968-968
Non-current assets
Property, plant and equipment33,776(4,034)
4
29,742
Right of use assets16,072-16,072
Indefinite life intangibles-52,973
5
52,973
Finite life intangibles91,466248,910
6
340,376
Deferred tax assets-14,383
7
14,383
Other financial assets506(506)
8
-
Current liabilities
Trade and other payables(58,288)(3,642)
9
(61,930)
Bank loans(5,768)-(5,768)
Lease liabilities(2,721)-(2,721)
Current tax payables(1,482)(137)(1,619)
Employee benefits(11,445)(289)
10
(11,734)
Non-current liabilities
Trade and other payables(11,006)(2,560)
9
(13,566)
Bank loans(26,417)-(26,417)
Lease liabilities(13,351)-(13,351)
Deferred tax liabilities(16,285)(80,829)
7
(97,114)
Employee benefits(401)(511)
10
(912)
Net assets acquired
233,000 193,158 426,158
EBOS Group Limited
Annual Report 2023
B2. Acquisition information – LifeHealthcare continued
Carrying value
A$’000
Fair value
adjustment
A$’000
Fair value on
acquisition
A$’000
Goodwill on acquisition796,595
Non-controlling interest arising on acquisition(29,632)
Total consideration1,193,121
Judgements made:
1 To recognise the fair value of trade and other receivables on acquisition.
2 To recognise the fair value of prepayments on acquisition.
3 To recognise the fair value of inventories on acquisition.
4 To recognise the fair value of property, plant and equipment on acquisition.
5 To recognise the fair value of the LifeHealthcare and Transmedic brands on acquisition.
6 To recognise the fair value of exclusive supply contracts and other intangibles on acquisition.
7 To recognise deferred tax assets and liabilities on acquisition.
8 To recognise the fair value of other financial assets on acquisition.
9 To recognise the fair value of trade and other payables on acquisition.
10 To recognise the fair value of employee benefits on acquisition.
Put option over non-controlling interests
The Group also entered into arrangements providing a pathway to 100% ownership of Transmedic (a subsidiary of LifeHealthcare
Group), resulting in a financial liability of $137.0m being recognised on the balance sheet as at 30 June 2022 and a corresponding
adjustment to non-controlling interests.
During the current year the amount expected to be paid at the time of exercise of the option was reassessed, resulting in a
$28.0m increase. The updated amount expected to be paid at the time of exercising the option reflects actual trading performance
and a portion of the discount on the put option liability was unwound, directly through equity within non-controlling interests.
As at 30 June 2023, the carrying value of the put option liability was $165.0m.
(i) In the Group’s 30 June 2022 financial statements, there were no fair value adjustments to the initial carrying value of the acquisition except a provisional provision for doubtful
debts of $13.1m and associated deferred tax assets of $2.5m. The provision for doubtful debts has been finalised to be $13.8m and updated in the comparative 30 June 2022
Balance Sheet in this report together with other fair value adjustments presented.
Financials 63
B2. Acquisition information continued
Other acquisitions
There were no material acquisitions of subsidiaries and businesses during the year. Combined details of acquisitions undertaken
during the current year are as follows:
2023
A$’000
2022
A$’000
Subsidiaries acquired
Consideration
Cash and cash equivalents23,874 1,329,982
Script consideration- 22,638
Deferred purchase consideration1,200 41,222
Total consideration25,074 1,393,842
Represented by
Net assets acquired (i)2,778467,730
Non-controlling interest-(29,632)
Goodwill on acquisition (i)22,296955,744
Total consideration25,0741,393,842
Net cash outflow on acquisitions
Cash and cash equivalents consideration23,874 1,329,982
Deferred purchase consideration paid in relation to prior year acquisition26,088 7, 8 84
Less cash and cash equivalents acquired(304) (38,746)
Net cash consideration paid49,658 1,299,120
(i) The comparative 30 June 2022 numbers have been updated for the finalisation of the LifeHealthcare Group purchase price accounting.
EBOS Group Limited
Annual Report 2023
Recognition and measurement
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method.
The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities
incurred or assumed, and equity instruments issued by EBOS in exchange for control of the acquiree. Acquisition-related
costs are recognised in profit or loss as incurred.
Where applicable, the cost of acquisition includes any asset or liability resulting from a contingent consideration
arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against the
cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of
contingent consideration classified as an asset or liability are accounted for in accordance with relevant NZ IFRSs. Changes
in the fair value of contingent consideration classified as equity are not recognised.
Goodwill arising on acquisition
Goodwill arose on the acquisitions of the business operations during the year. In addition, goodwill resulted from the consideration
paid for the benefit of future expected cash flows above the current fair value of the assets acquired and the expected synergies and
future market benefits expected to be obtained. These benefits are not recognised separately from goodwill as the expected future
economic benefits arising cannot be reliably measured and they do not meet the definition of identifiable intangible assets.
Impact of the acquisitions on the results of the Group for the year ended 30 June 2023
The impact of the other acquisitions on the results of the Group for the period ended 30 June 2023 are not considered material and
are therefore not disclosed in the financial statements.
Financials 65
C1. Trade and other receivables
2023
A$’000
2022
A$’000
Trade receivables (i)1,414,658 1,310,185
Other receivables114,278 96,636
Provision for expected credit losses (ii)(31,410) (32,726)
1,497, 5261,374,095
Recognition and measurement
Trade receivables are measured on initial recognition at fair value and are subsequently carried at amortised cost.
They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and
there is no realistic prospect of recovery.
The Directors believe that the carrying amount of trade and other receivables approximates their fair value.
(i) Trade receivables are non-interest bearing. Interest may be charged on outstanding overdue balances in accordance with the
terms and conditions under which goods are supplied. Trade debtors generally have terms of 30 days.
(ii) Provision for expected credit losses
Section C: Operating assets and liabilities used by EBOS
Not due
A$’000
30–60
days
A$’000
60–90
days
A$’000
90+
days
A$’000
To tal
2023
A$’000
Trade receivables – total1,312,81069,90214,52317,4231,414,658
Provision for expected credit losses – total(1,764)(5,461)(6,772)(17,413)(31,410)
Not due
A$’000
30–60
days
A$’000
60–90
days
A$’000
90+
days
A$’000
To tal
2022
A$’000
Trade receivables – total1,213,99759,43411,68825,0661,310,185
Provision for expected credit losses – total(537)(7,073)(1,755)(23,361)(32,726)
Section Overview
This section provides further analysis on the significant operating assets and liabilities of EBOS. These balances
comprise the material net working capital balances used by EBOS to run its day-to-day operating activities.
EBOS Group Limited
Annual Report 2023
C1. Trade and other receivables continued
Recognition and measurement
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade receivables. The amount of ECL is updated
at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group measures the provision for ECL using the simplified approach to measuring ECL, which uses a lifetime expected
loss allowance for all trade receivables. The Group determines lifetime ECL for groups of trade receivables with shared credit
risk characteristics. Groupings are based on customer, trading terms and ageing.
An ECL rate is determined based on the historic credit loss rates for the Group, adjusted for other current observable data
that may materially impact the Group’s future credit risk. This other observable data includes specific factors in relation to
each debtor or general economic conditions of the industry in which the debtors operate.
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 90 days
past due unless the Group has reasonable basis that a more lagging default criterion is more appropriate.
C2. Inventories
2023
A$’000
2022
A$’000
Raw materials – at cost34,27822,267
Finished goods 1,199,9591,081,708
1,234,2371,103,975
Recognition and measurement
Inventories consist of raw materials (for the manufacturing operations of EBOS) and finished goods. Inventories are
recognised at the lower of cost, determined on a weighted average basis, and net realisable value. Cost comprises
direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Net realisable value represents the estimated selling price in the
ordinary course of business, less all estimated costs of completion and costs to be incurred in marketing, selling and
distribution.
Financials 67
C3. Trade and other payables
2023
A$’000
2022
A$’000
Current
Trade payables2,086,2931,767,572
Other payables207,142221,966
Deferred purchase consideration20,936 35,315
2,314,3712,024,853
Non-current
Other payables14,18313,596
Deferred purchase consideration1,20020,577
15,38334,173
Recognition and measurement
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the
effective interest method.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Trade payables are unsecured and are generally settled within the month following the invoice date.
EBOS Group Limited
Annual Report 2023
Reconciliation of the net carrying amount from the beginning to the end of the year (A$’000)
D1. Property, plant and equipment
Freehold
land
A$’000
Buildings
A$’000
Leasehold
improvements
A$’000
Plant and
equipment
A$’000
Office equipment,
furniture and fittings
A$’000
To tal
A$’000
Cost28,59076,01547,311215,69638,090405,702
Accumulated depreciation-(10,567)(18,432)(54,620)(23,728)(107,347)
Balance at 30 June 2022
28,59065,44828,879161,07614,362298,355
Cost28,61975,94156,581260,11136,901458,153
Accumulated depreciation-(12,598)(21,230)(72,887)(21,661)(128,376)
Balance at 30 June 2023
28,61963,34335,351187, 2 2415,240329,777
Section D: Capital assets used by EBOS to operate our business
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
-
$298,355
Opening
balance
$54,497
Additions
$11,522
Transfer from
WIP
($1,804)
Disposals
($32,454)
Depreciation
($339)
Foreign
currency
differences
and other
$329,777
Closing
balance
Section Overview
This section explains what capital assets, such as property, plant and equipment, that EBOS uses to operate its
business activities. This section also describes the material movements in capital assets during the year.
Financials 69
Recognition and measurement
Property, plant and equipment is initially recorded at cost. Cost includes the original purchase consideration and those
costs directly attributable to bringing the item of property, plant and equipment to the location and condition for its
intended use. After recognition as an asset, property, plant and equipment is carried at cost less accumulated depreciation
and impairment losses.
Depreciation of property, plant and equipment assets, other than freehold land, is calculated on a straight-line basis.
This allocates the cost or fair value amount of an asset, less any residual value, over its estimated useful life.
Judgements and estimates – useful lives
EBOS estimates the remaining useful life of assets as follows:
• Buildings: 20 to 50 years
• Leasehold improvements: two to 20 years
• Plant and equipment: two to 20 years
• Office equipment, furniture and fittings: two to 20 years
The residual value and useful lives are reviewed and if appropriate adjusted at each reporting date.
D2. Capital work in progress
2023
A$’000
2022
A$’000
Capital work in progress
49,110 24,992
49,110 24,992
D1. Property, plant and equipment continued
EBOS Group Limited
Annual Report 2023
Capital management
EBOS manages its capital, meaning total shareholders’ funds, to provide appropriate returns to shareholders whilst maintaining a
capital structure that safeguards its ability to remain a going concern and optimises the cost of capital.
E1. Share capital
20232022
No.
000’s
To tal
A$’000
No.
000’s
To tal
A$’000
Fully paid ordinary shares
Balance at beginning of financial year189,3831,810,562164,164993,616
Dividend reinvested2,1307 7,981--
Performance rights46---
Share placement – December 2021--19,526638,155
Retail offer – January 2022--4,955159,981
Script consideration--69122,638
Share placement and retail offer issue costs-(285)-(10,769)
Tax on deductible issue costs-85-3,097
Issue of shares to staff under employee share plan451,681471,617
Employee share issue costs-(161)-(116)
Shares vested under the long term executive incentive scheme
---2,343
191,6041,889,863189,3831,810,562
Section E: How we fund the business
Section Overview
This section explains how EBOS funds its operations and shows the sources of other available facilities that it
may call upon if required to fund its operational or future investing activities.
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the
number of shares held. Every ordinary shareholder present at a meeting of the Company in person or by proxy is entitled to one vote
and upon a poll each ordinary share is entitled to one vote.
Recognition and measurement
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Financials 71
E2. Dividends
Recognition and measurement
Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in Equity
are converted from New Zealand dollars to Australian Dollars at the exchange rate applicable on the date the dividend was
approved.
Unrecognised dividends are converted at the exchange rate applicable on the reporting date.
20232022
A$ Cents
per share
To tal
A$’000
A$ Cents
per share
To tal
A$’000
Recognised amounts
Fully paid ordinary shares:
Final – prior year43.983,00144.172,228
Interim – current year48.292,61043.782,164
Dividends per share 92.1175,61187.8154,392
Unrecognised amounts
Final dividend52.4100,477 44.383,806
2023
NZ$ Cents
per share
2022
NZ$ Cents
per share
Recognised amounts
Fully paid ordinary shares:
Final – prior year49.046.0
Interim – current year53.047.0
Dividends per share 102.093.0
Unrecognised amounts
Final dividend57.049.0
Subsequent event
A dividend of NZ 57.0 cents per share was declared on 22 August 2023 with the dividend being payable on 29 September
2023. The anticipated cash impact of the dividend is approximately $100.5m .
The following table shows dividends approved in New Zealand dollars:
New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash
flow statement at the foreign currency exchange rate applicable on the date they are paid.
EBOS Group Limited
Annual Report 2023
E3. Borrowings
2023
A$’000
2022
A$’000
Current
Bank loans – securitisation facility (i)42,124221,517
Bank loans (ii)-110,000
42,124331,517
Non-current
Bank loans (ii)936,3511,046,259
936,3511,046,259
(i) EBOS, through a subsidiary company, has a trade debtor securitisation facility of $400.0m (2022: $400.0m) of which $357.9m was
unutilised at 30 June 2023 (2022: $178.5m). The securitisation facility involves providing security over the future cash flows of specific
trade receivables, which meet certain criteria, in return for cash finance on a contracted percentage of the security provided.
As recourse, in the event of default by a trade debtor, remains with EBOS, the trade receivables provided as security and the funding
provided are recognised on the EBOS Consolidated Balance Sheet.
At 30 June 2023, the value of trade receivables provided as security under this securitisation facility was $111.4m (2022: $271.6m).
The net cash flows associated with the securitisation programme are disclosed in the Consolidated Cash Flow Statement as cash
flows from financing activities.
(ii) EBOS has gross bank term loan facilities of $1,534.6m (2022: $1,380.3m), of which $598.2m was unutilised at 30 June 2023
(2022: $224.0m).
EBOS fully complies with and operates within the debt facility financial covenants under the arrangements with its bankers.
Recognition and measurement
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received plus issue costs
associated with the borrowing. After initial recognition, these loans and borrowings are subsequently measured at amortised
cost using the effective interest method, which allocates the cost through the expected life of the loan or borrowing. The fair
value of non-current borrowings is approximately equal to their carrying amount.
Bank loans are classified as current liabilities unless EBOS has an unconditional right to defer settlement of the liability for at
least 12 months after the balance sheet date.
Financials 73
2023
A$’000
2022
A$’000
Bank overdraft facility, reviewed annually and payable at call:
Amount unused7, 531 7,329
7, 531 7,329
Bank loan facilities with various maturity dates through to November 2026
(2022: June 2026)
Amount used978,475 1,377,776
Amount unused956,106 402,496
1,934,581 1,780,272
E4. Borrowings facilities maturity profile
As at 30 June 2023, EBOS had unrestricted access to the following lines of available credit:
FacilityA$millionsMaturity
Term debt facilities ($AUD)125.0 < 1 year
Term debt facilities ($NZD)45.9 < 1 year
Term debt facilities ($SGD)55.7 1-2 years
Term debt facilities ($AUD)563.0 1-2 years
Term debt facilities ($AUD)345.0 2-3 years
Term debt facilities ($AUD)400.0 3-4 years
Securitisation facility ($AUD)400.0 1-2 years
Less than
1 year
A$’000
1–2 years
A$’000
2–3 years
A$’000
3–4 years
A$’000
4–5 years
A$’000
> 5 years
A$’000
To tal
A$’000
Bank loans
202360,137689,472364,749---1,114,358
2022151,297188,324802,383354,736--1,496,740
The following table shows the remaining contractual maturity for EBOS’ borrowings at balance date. The table includes both
interest and principal (undiscounted) cash flows, with total bank loans of $978.5m (2022: $1,377.8m):
Financing activities
EBOS Group Limited
Annual Report 2023
Movement in working capital:
Trade and other receivables(123,431)(2 17, 596)
Prepayments(9,157)(19,187)
Inventories(130,262)(319, 214)
Current tax refundable/payable(39,953)5,083
Trade and other payables270,728431,505
Employee benefits4,65219,158
Foreign currency translation of working capital balances3,25815
(24,165)(100,236)
Balances classified as investing activities25,831(41,350)
Working capital items acquired (including fair value adjustments)(4,026)125,887
Net cash inflow from operating activities391,376248,736
E5. Operating cash flows
Reconciliation of profit for the year with cash from operating activities:
2023
A$’000
2022
A$’000
Profit for the year
263,445202,038
Add/(less) non-cash items:
Depreciation of property, plant and equipment32,45422,557
Depreciation on right of use assets53,79244,977
Amortisation of finite life intangible assets38,53814,338
Loss on sale of property, plant and equipment1,272434
Share of profit from associates(12,369)(9,749)
Expense recognised in respect of share-based payments9,0146,266
Deferred tax7, 590(16,426)
130,29162,397
Financials 75
Reconciliation of debt:
1 July
2022
A$’000
Net
repayments
A$’000
Borrowings
acquired
A$’000
Foreign currency
movement
A$’000
30 June
2023
A$’000
Bank loans1,377,776(401,634)-2,333978,475
1 July
2021
A$’000
Net
borrowings
A$’000
Borrowings
acquired
A$’000
Foreign currency
movement
A$’000
30 June
2022
A$’000
Bank loans440,205905,46132,185(75)1,377,776
E5. Operating cash flows continued
Accounting policies
Cash and cash equivalents comprise cash on hand and deposits readily convertible to cash and which are not subject to a
significant risk of change in value.
The Consolidated Cash Flow Statement is prepared exclusive of Goods and Services Tax (GST), which is consistent with the
method used in the Consolidated Income 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 EBOS’ equity capital.
EBOS Group Limited
Annual Report 2023
F1. Subsidiaries
The following entities comprise the significant trading and holding companies of the Group:
Parent and head entity: EBOS Group Limited
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20232022
Pet Care Holdings Australia Pty LtdAustralia100%100%
EBOS Group Australia Pty LtdAustralia100%100%
EBOS Health & Science Pty LtdAustralia100%100%
PRNZ LtdNew Zealand100%100%
Pharmacy Retailing NZ LtdNew Zealand100%100%
Pet Care Distributors Pty LtdAustralia100%100%
Masterpet Corporation LtdNew Zealand100%100%
Masterpet Australia Pty LtdAustralia100%100%
Botany Bay Imports and Exports Pty LtdAustralia100%100%
QPharma Pty LtdAustralia100%100%
EAHPL Pty LimitedAustralia100%100%
ZHHA Pty LtdAustralia100%100%
ZAP Services Pty LtdAustralia100%100%
Symbion Pty LtdAustralia100%100%
Intellipharm Pty LtdAustralia100%100%
Lyppard Australia Pty LtdAustralia100%100%
DoseAid Pty LtdAustralia100%100%
Symbion Trade Receivables Trust
1
Australia100%100%
Endeavour Consumer Health LimitedNew Zealand100%100%
Nexus Australasia Pty LtdAustralia100%100%
EBOS PH Pty LtdAustralia100%100%
TerryWhite Group Pty LtdAustralia100%100%
Chemmart Holdings Pty LtdAustralia100%100%
TW&CM Pty LtdAustralia100%100%
TWC IP Pty LtdAustralia100%100%
PBA Wholesale Pty LtdAustralia100%100%
Section F: EBOS Group structure
Section Overview
This section provides information to assist in understanding the EBOS Group legal structure and how it affects the
financial position and performance of the Group. Details of businesses acquired are presented in Section B.
Financials 77
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20232022
VIM Health Pty LtdAustralia100%100%
PBA Finance No. 1 Pty LtdAustralia100%100%
PBA Finance No. 2 Pty LtdAustralia100%100%
Chem Plus Pty LtdAustralia100%100%
Pharmacy Brands Australia Pty LtdAustralia100%100%
VIM Health IP Pty LtdAustralia100%100%
Tony Ferguson Weight Management Pty LtdAustralia100%100%
Lite Living Pty LtdAustralia100%100%
Alchemy Holdings Pty LtdAustralia100%100%
Alchemy Sub-Holdings Pty LtdAustralia100%100%
HPS Holdings Group (Aust) Pty LtdAustralia100%100%
HPS Hospitals Pty LtdAustralia100%100%
HPS Corrections Pty LtdAustralia100%100%
HPS Services Pty LtdAustralia100%100%
Hospharm Pty LtdAustralia100%100%
HPS IVF Pty LtdAustralia100%100%
HPS Finance Pty LtdAustralia100%100%
HPS Brands Pty LtdAustralia100%100%
Endeavour CH Pty LtdAustralia100%100%
Ventura Health Pty LtdAustralia100%100%
You Save Management Pty LtdAustralia100%100%
Mega Save Management Pty LtdAustralia100%100%
Cincotta Holding Company Pty LtdAustralia100%100%
CC Pharmacy Investments Pty LtdAustralia100%100%
CC Pharmacy Promotions Pty LtdAustralia100%100%
CC Pharmacy Management Pty LtdAustralia100%100%
Shanghai EBOS Trading Co LtdAustralia100%100%
ACN 618 208 969 Pty LtdAustralia100%100%
Warner and Webster Pty LtdAustralia100%100%
W & W Management Services PLAustralia100%100%
EBOS Medical Devices NZ LimitedNew Zealand100%100%
EBOS Medical Devices Australia Pty LtdAustralia100%100%
LMT Surgical Pty LtdAustralia100%100%
National Surgical Pty LtdAustralia100%100%
Healthcare Supply Partners Pty LtdAustralia100%100%
EBOS Aesthetics Pty LimitedAustralia100%100%
EBOS Group Limited
Annual Report 2023
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20232022
Pioneer Medical LtdNew Zealand100%100%
Sentry Medical Pty LtdAustralia100%100%
MD Solutions Australasia Pty LtdAustralia100%100%
MD Scopes Pty LtdAustralia100%100%
Fibertech Medical Australia Pty LtdAustralia100%100%
Klinic Solutions Australasia Pty LtdAustralia100%100%
Surgical and Medical Supplies Pty LtdAustralia100%100%
MD Solutions NZ LtdNew Zealand100%100%
Pacific Health Supplies TopCo1 Pty Ltd Australia100%100%
Pacific Health Supplies TopCo2 Pty LtdUSA100%100%
Pacific Health Supplies TopCo Pty Ltd Australia100%100%
Pacific Health Supplies Mezzco Pty Ltd Australia100%100%
Pacific Health Supplies Holdco Pty LtdAustralia100%100%
Pacific Health Supplies Bidco Pty LtdAustralia100%100%
LifeHealthcare Group Pty LtdAustralia100%100%
LifeHealthcare Finance Pty LtdAustralia100%100%
LifeHealthcare Pty LtdAustralia100%100%
LifeHealthcare Distribution Pty LtdAustralia100%100%
LifeHealthcare Services Pty LtdAustralia100%100%
LifeHealthcare LtdNew Zealand100%100%
LifeHealthcare Distribution (NZ) LtdNew Zealand100%100%
Culpan Distributors LtdNew Zealand100%100%
Culpan Medical Pty LtdAustralia100%100%
Spiran Pty LtdAustralia100%100%
Australian BioTechnologies Pty LtdAustralia100%100%
ABT Medical Pty LtdAustralia100%100%
Tissuelife Pty LtdAustralia100%100%
Tissue Technologies Pty LtdAustralia50.01%50.01%
Transmedic Pte LtdSingapore51%51%
PT. Transmedic IndonesiaIndonesia51%51%
Transmedic Healthcare Sdn BhdMalaysia51%51%
Transmedic Company LtdVietnam51%51%
Transmedic Healthcare Co LtdVietnam51%51%
Transmedic Philippines, IncPhilippines51%51%
F1. Subsidiaries continued
Financials 79
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20232022
Transmedic Holdings Philippines IncPhilippines51%51%
T-Medic Co LtdThailand51%51%
Transmedic (Thailand) Co LtdThailand51%51%
Transmedic China LtdHong Kong51%51%
Swissmed Pte LtdSingapore51%51%
Ophthaswissmed Philippines IncPhilippines50.49%50.49%
Swissmed Sdn BhdMalaysia51%51%
F2. Investment in associates
The following table presents the material associates of the Group as at 30 June 2023:
Name of associate companyPrincipal activities
Date of
acquisition
Proportion
of shares
and voting
rights
acquired
Cost of
acquisition
A$’000
Animates NZ Holdings LimitedAnimal CareDecember 201150%17,353
Good Price Pharmacy Franchising Pty LimtedHealthcareOctober 201444.18%7, 286
Good Price Pharmacy Management Pty LimitedHealthcareOctober 201444.18%7, 286
The reporting date for Animates NZ Holdings Limited is 30 June. Animates NZ Holdings Limited is incorporated in New Zealand.
Although the company holds 50% of the shares and voting power in Animates NZ Holdings Limited, this entity is not deemed to be
a subsidiary as the other 50% is held by a single shareholder, therefore EBOS is unable to exercise control over this entity.
The reporting date for Good Price Pharmacy Franchising Pty Limited and Good Price Pharmacy Management Pty Limited is
30 June. They are incorporated in Australia.
(1) The balance date of all subsidiaries is 30 June aside from the Symbion Trade Receivables Trust which has a balance date of 31 December. The results of the Symbion Trade
Receivables Trust (“the Trust”) have been included in the Group results for the year to 30 June 2023. The Trust is consolidated as EBOS has the exposure, or rights, to variable
returns from its involvement with the Trust and the Group considers that it has existing rights that give it the current ability to direct the relevant activities of the Trust.
EBOS Group Limited
Annual Report 2023
F2. Investment in associates continued
The summarised financial information in respect of the Group’s material associates is set out below:
2023
A$’000
2022
A$’000
Statement of Financial Position
To tal as s e t s125,247 120,439
Total liabilities(82,978) (80,429)
Net assets42,269 40,010
Group’s share of net assets20,835 19,706
Income Statement
Total revenue214,412 184,035
Total profit for the year25,379 20,050
Group’s share of profits of associates12,369 9,749
Movement in the carrying amount of the Group’s investment in associates:
Balance at the beginning of the financial year45,912 47, 896
New Investments6,214-
Share of profits of associates12,369 9,749
Share of dividends (11,579) (10,607)
Net foreign currency exchange differences734 (1,126)
Balance at the end of the financial year53,650 45,912
Goodwill included in the carrying amount of the Group’s investment in associates23,519 23,277
The Group’s share of the contingent liabilities of associates- -
The Group’s share of capital commitments of associates241 -
Recognition and measurement
An associate is an entity over which EBOS has significant influence and that is neither a subsidiary nor an interest in a joint
venture or joint operation. EBOS has significant influence when it has the power to participate in the financial and operating
policy decisions of the investee, but is not in control or joint control over those policies.
Investments in associates are incorporated in the Group’s financial statements using the equity method of accounting.
Under the equity method, investments in associates are carried in the Consolidated Balance Sheet at cost and adjusted for
post-acquisition changes in EBOS’ share of the net assets of the associate, less any impairment in the value of individual
investments and less any dividends. Losses of an associate in excess of EBOS’ interest in that associate are recognised only to
the extent that EBOS has incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over EBOS’ share of the net fair value of the identifiable assets, liabilities and contingent
liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the
carrying amount of the investment and is assessed for impairment as part of that investment.
Financials 81
F3. Non-controlling interests
The following non-wholly owned subsidiary of the Group has material non-controlling interests. The other non-controlling interests
are not considered material and are therefore not disclosed in the notes to the financial statements.
Name of subsidiary
Principal place of
business
Proportion
of ownership
interests held by
non-controlling
interests
Profit allocated to
non-controlling
interests for the
year
Non-controlling
interests
1
2023
A$’000
2022
A$’000
2023
A$’000
2022
A$’000
Transmedic Pte Limited (Transmedic)Southeast Asia49%10,773613 (123,830) (106,755)
Recognition and measurement
Non-controlling interests in subsidiaries are identified separately from the Group’s equity. The non-controlling interests
on the date of acquisition are initially measured at the non-controlling interests’ proportionate share of the fair value of
the identifiable net assets assumed. Subsequent to the acquisition, the carrying amount of non-controlling interests is the
valuation on initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Transactions with
non-controlling interests are recorded directly in retained earnings.
1 The Group entered into arrangements providing a pathway to 100% ownership of Transmedic, resulting in a financial liability of $165.0m (2022: $137.0m) has been recognised
on the balance sheet (refer to Note G2). The non-controlling interests consists of both the share of net assets and the carrying value of the financial liability.
2023
A$’000
2022
A$’000
Statement of Financial Position
To tal as s e t s173,052121,284
Total liabilities(89,031)(59,560)
Net assets84,02161,724
Equity attributable to owners of the company42,85131,479
Non-controlling interests41,17030,245
Non-controlling interests in %49%49%
Income Statement
Total revenue169,3799,807
Total profit for the year21,8451,254
Profit attributable to owners of the Company11,072641
Profit attributable to non-controlling interests10,773613
Cash Flow Statement
Net cash (outflow)/inflow from operating activities(841)1,938
Net cash (outflow) from investing activities(13,531)(2,416)
Net cash inflow/(outflow) from financing activities11,850(232)
Total net cash (outflow)(2,522)(710)
The summarised financial information in respect of the Group’s subsidiaries that have material non-controlling interests as at
30 June 2023, reflecting 100% of the underlying subsidiary’s relevant figures, is set out below:
EBOS Group Limited
Annual Report 2023
Section G: How we manage risk
G1. Financial risk management
The EBOS corporate treasury function provides services to the Group’s entities, co-ordinates access to financial markets,
and manages the financial risks relating to the operation of the Group.
EBOS does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The use of financial derivatives is governed by Group policies, approved by the Board of Directors, which provide written principles
on the use of financial derivatives. Compliance with policies for exposure limits is reviewed by the Board of Directors on a regular
basis.
Foreign currency risk
EBOS is exposed to foreign currency risk arising
primarily from the procurement of goods denominated
in foreign currencies (US dollar, Australian dollars,
Thai baht, Euro and British pound).
It is the policy of the Group to enter into foreign
exchange forward contracts to manage the foreign
currency risk associated with anticipated sales and
purchase transactions typically out to 12 months of
the exposure generated. It is the policy of the Group to
enter into foreign exchange forward contracts for up to
100% of forecasted foreign currency transactions for
the next six months and up to 80% of six to 12 months of
forecasted foreign currency transactions.
All forward foreign currency contracts entered into
fixed the exchange rate of highly probable forecast
transactions, denominated in foreign currencies, and
are designated as cash flow hedges to reduce the
Group’s cash flow exposure resulting from variable
movements in exchange rates.
The Group performs a qualitative assessment of
effectiveness of hedges using the critical terms of
the underlying transaction and hedging instrument.
It is expected that the value of the forward contracts
and the value of the corresponding hedged items will
systematically change in opposite direction in response
to movements in the underlying exchange rates.
EBOS enters into forward foreign exchange contracts only
in accordance with the Board approved treasury policy.
No sources of ineffectiveness emerged from these
hedging relationships.
Interest rate risk
EBOS is exposed to interest rate risk as it borrows funds
in New Zealand dollars, Singapore dollars and Australian
dollars at floating interest rates.
The risk is assessed and managed by the use of
interest rate swap and interest rate collar contracts.
In interest rate swap contracts, EBOS agrees to
exchange the difference between fixed and floating
rate interest amounts calculated on agreed notional
principal amounts. In interest rate collar contracts,
EBOS pays upfront premiums to cap the interest at
strike rates on agreed notional principal amounts.
Such contracts enable EBOS to partially mitigate the
risk of changing interest rates on debt held.
It is the policy of the Group to enter into interest rate
swap and interest rate collar contracts to manage
base interest rate risk associated with floating rate
Group borrowings of up to 100% of the exposure
generated for 1-3 years, up to 80% for 3-5 years and
up to 50% for 5-10 years.
All interest rate swap contracts exchanging floating
rate interest amounts for fixed rate interest amounts
and interest rate collar contracts capping the floating
rates at strike rates are designated as cash flow
hedges to reduce the Group’s cash flow exposure
resulting from variable interest rates on borrowings.
The interest rate swaps and the interest payments
on the loan occur simultaneously, and the amount
accumulated in equity is reclassified to profit or
loss over the period that the floating rate interest
payments on debt affect profit or loss.
Section Overview
This section describes the financial risks that EBOS has identified and how it manages these risks, to protect its
financial position and financial performance. Management of these risks includes the use of financial instruments to
hedge against unfavourable interest rate and foreign currency movements.
Financials 83
In 2022, the Group entered into a number of interest
rate collar contracts. Under the interest rate collar
contracts, for each period where floating rates are
above strike rates, the interest payments are limited
to the strike rates. Changes in fair value of the collar
due to intrinsic value changes are deferred in the
cash flow hedge reserve. Changes in fair value of the
collar due to changes in time value are deferred in a
separate component of equity. The premium paid for
the collars are recorded as an expense over the life of
the instruments on a straight-line basis.
The Group performs a qualitative assessment of the
effectiveness of hedges using the critical terms of
the underlying transaction and hedging instrument.
It is expected that the value of the interest rate
swaps or interest rate collars, and the value of
the corresponding hedged items (floating rate
borrowings) will systematically change in opposite
direction in response to movements in the underlying
interest rates.
Interest rate swap and interest rate collar contracts
are only entered into in accordance with the Group’s
Board approved treasury policy.
No sources of ineffectiveness emerged from these
hedging relationships.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined
based on the exposure to interest rates for both
derivatives and non-derivative instruments at
the reporting date. For floating rate liabilities,
the analysis is prepared assuming the amount
of liability outstanding at the reporting date was
outstanding for the whole year. A one per cent
increase or decrease is used when reporting interest
rate risk internally to key management personnel
and represents management’s assessment of the
reasonably possible change in interest rates.
If interest rates for the year ended 30 June 2023
had been one per cent higher/lower with all other
variables held constant, the Group’s:
• Profit before tax would decrease by $3.2m or
increase by $11.2m. This is attributable to the
Group’s unhedged exposure to interest rates on
its variable rate borrowing.
• Other comprehensive income would increase by
$17.2m or decrease by $8.3m respectively as a
result of the changes in the fair value of interest
rate swaps.
Liquidity risk
EBOS is exposed to liquidity risk as it must invest in
significant levels of working capital such as inventory
and accounts receivable which can impact liquidity
unless they are converted to cash.
EBOS manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve
banking facilities by continuously monitoring forecast
and actual cash flows and matching maturity profiles
of financial assets and liabilities. Refer to note E4 for
information on EBOS’ borrowings facility maturity
profile.
Credit risk
EBOS is exposed to the risk of default in relation to
receivables owing from its healthcare and animal
care customers, hedging instruments and guarantees
and deposits held with banks and other financial
institutions.
EBOS has adopted a policy of only dealing with credit
worthy counter parties as a means of mitigating the
risk of financial loss from defaults. All bank balances
are assessed to have low credit risk at each reporting
date as they are held with reputable international
banking institutions.
Trade receivables consist of a large number of
customers, spread across diverse sectors and
geographical areas. Ongoing credit evaluation is
performed on the financial condition of the trade
receivables. Credit assessments are undertaken to
determine the credit quality of the customer, taking
into account their financial position, past experience
and other relevant factors. Individual risk limits are
granted in accordance with the internal credit policy
and authorised via appropriate personnel as defined
by the Group’s delegation of authority manual.
The carrying amount of financial assets recorded in the
financial statements, net of any allowances for losses,
represents the maximum exposure to EBOS of any
credit risk.
EBOS does not have any significant credit risk
exposure to any single counter party. The credit risk
on liquid funds and derivative financial instruments
is limited because the counter parties are banks with
high credit ratings assigned by international credit
rating agencies.
EBOS has not changed its overall strategy regarding
the management of risk from 2022.
G1. Financial risk management continued
EBOS Group Limited
Annual Report 2023
G2. Financial instruments
Derivatives
2023
A$’000
2022
A$’000
Other financial assets – derivatives (at fair value)
Forward foreign exchange contracts (i)3,2584,330
Interest rate swaps (i)230392
Interest rate collars (i)13,34815,000
16,83619,722
Other financial liabilities – derivatives (at fair value)
Other financial liabilities – consideration for remaining non-controlling interest (ii)165,000137,000
165,000137,000
(i) Designated and effective as a cash flow hedging instrument carried at fair value.
(ii) Represents the carrying value of the financial obligation (put option) if the option for the Group to acquire the remaining 49% of Transmedic, a subsidiary of the
LifeHealthcare Group, were exercised (refer to Note B2).
Recognition and measurement
EBOS has categorised these derivatives, both financial
assets and financial liabilities, as Level 2 under the fair
value hierarchy contained within NZ IFRS 13. There were
no transfers between fair value hierarchy levels during
the current or prior periods.
The fair value of forward foreign exchange contracts is
determined using a discounted cash flow valuation.
Key inputs are based upon observable forward
exchange rates, at the measurement date, with the
resulting value discounted back to present values.
Interest rate swaps and interest rate collars are valued
using a discounted cash flow valuation. Key inputs for
the valuation of interest rate swaps and interest rate
collars are the estimated future cash flows based on
observable yield curves at the end of the reporting
period, discounted at a rate that reflects the credit risk
of the various counter parties.
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and are
subsequently remeasured to their fair value.
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.
• The fair value of other financial assets and financial
liabilities are determined in accordance with generally
accepted pricing models based on discounted cash
flow analysis.
• The fair value of derivative instruments are calculated
using quoted prices. Where such prices are not
available use is made of discounted cash flow analysis
using the applicable yield curve for the duration of the
instruments.
The carrying amount of financial assets and financial
liabilities recorded in the financial statements
approximates their fair values.
As hedge accounting has been applied for all
derivatives except the option over non-controlling
interests, and no hedge ineffectiveness has occurred
during the period, the movement in these instruments
has been recognised in other comprehensive income.
The premium paid for the interest rate collars are
recorded as an expense over the life of the instruments
on a straight-line basis. The recognition in profit or loss
depends on the nature of the hedge relationship.
EBOS designates these derivatives as cash flow hedges
of highly probable forecast transactions. Hedging gains
or losses are recognised in the profit or loss when the
hedged items affect the profit or loss except where
they are hedging non-financial items in which case they
are recognised as an adjustment to the initial carrying
value of the non-financial items (basis adjustment).
When a forward contract is used in a cash flow hedge
relationship the Group has designated the change in
fair value of the entire forward contract, i.e. including
the forward element, as the hedging instrument.
Financials 85
G2. Financial instruments continued
Cash flow hedges
At the inception of a hedge relationship, the Group
documents the relationship between the hedging
instrument and the hedged item, along with its
risk management objectives and its strategy for
undertaking various hedge transactions.
Furthermore, at the inception of the hedge and on
an ongoing basis, the Group documents whether
the hedging instrument that is used in a hedging
relationship is highly effective in offsetting changes
in cash flows of the hedged item attributable to the
hedged risk.
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cash
flow hedges is recognised in other comprehensive
income and accumulated as a separate component of
equity in the hedging reserve. The gain or loss relating
to the ineffective portion is recognised immediately in
profit or loss.
Financial liability
(put option over non-controlling interests)
Where the Group writes a put option with the
non-controlling shareholders on their equity interest
in a non-wholly owned subsidiary for settlement in
cash a financial liability, at the present value of the
exercise price of the option, is recognised. When the
non-controlling interests still have present access to
the returns associated with the underlying ownership
interest, non-controlling interests continue to be
recognised and accordingly the liability is considered
a transaction with owners and recognised within
non-controlling interests. Subsequent to the initial
recognition, any changes in the carrying amount of the
financial liability, including the accretion of interest, are
recognised directly in equity within
non-controlling interests.
Judgement: measurement of financial liability
(put option over non-controlling interests)
Valuation of the financial liability is based upon
management’s most recent assessment of the
consideration to be payable, in the event that the
option is exercised by the minority shareholders.
Consideration payable is subject to future financial
performance of the subsidiary and the current market
assessment of the time value of money. In the event
that the option is not exercised during the option
period, and therefore expires, then the financial liability
is derecognised with no impact to Profit
or Loss.
EBOS Group Limited
Annual Report 2023
2023
A$’000
2022
A$’000
Less than 1 year--
1 to 3 years600,000 180,000
3 to 5 years200,000 420,000
Greater than 5 years- 200,000
800,000 800,000
Outstanding interest rate collar contracts: nominal value
2023
A$’000
2022
A$’000
Buy Australian dollars9,750 6,111
Buy Euro10,795 6,374
Buy British pounds3,976 4,289
Buy Thai baht18,086 10,624
Buy US dollars91,114 46,736
Buy CH francs- 926
133,721 75,060
Outstanding forward foreign currency contracts: nominal value
2023
A$’000
2022
A$’000
Less than 1 year25,000170,000
1 to 3 years-25,000
25,000195,000
Outstanding interest rate swap contracts: nominal value
G2. Financial instruments continued
Financials 87
H4. Related party disclosures
Key management personnel compensation
2023
A$’000
2022
A$’000
Employee benefits25,66023,993
25,66023,993
EBOS operates a long term incentive scheme whereby eligible staff receive performance rights entitling each holder of the
performance right to 1 new share per right issued (or payment of cash in lieu, at the Board’s discretion). Performance rights do not
vest until performance conditions are met over a three year period. In the current year 345,496 performance rights were issued with
a 3 year performance period of 1 July 2022 to 30 June 2025 (2022: 320,068 with a 3 year performance period of 1 July 2021 to
30 June 2024).
Section H: Other disclosures
H1. Contingent liabilities
2023
A$’000
2022
A$’000
Contingent liabilities
Guarantees given to third parties5,639 2,988
5,639 2,988
H2. Commitments for expenditure
2023
A$’000
2022
A$’000
Capital expenditure commitments:
Plant43,99710,872
43,99710,872
H3. Subsequent events
Subsequent to year end the Board has approved a final dividend to shareholders. For further details please refer to
note E2.
On 31 July 2023, the Group completed the acquisition of Superior Pet Food Co., a leading manufacturer and supplier of
dog treats and premium dog rolls based in New Zealand, for a consideration of NZ $83.8m. This acquisition expands the
Group’s portfolio of branded products in attractive categories, increases our in-house manufacturing capabilities and
accelerates our new product development initiatives.
Section Overview
This section includes the remaining information relating to EBOS that is required to be presented so as to comply with
its financial reporting requirements.
EBOS Group Limited
Annual Report 2023
H5. Remuneration of auditors
All non-audit services provided by EBOS Group’s Auditor require pre-approval by the Audit and Risk Committee. Before any non-audit
services are approved, the Audit and Risk Committee must be satisfied that the provision of such services will not have any influence
on the independence of the auditors.
2023
A$’000
2022
A$’000
Auditor of the Group (Deloitte)
Audit and audit related services (including interim review)1,2621,366
Taxation compliance64
1,2681,370
Other Auditors
Audit of subsidary financial statements171-
Taxation compliance20-
Other services61-
252-
Financials 89
H6. Leases
The Group as a lessee
The Group assesses whether a contract is or contains a
lease at inception of the contract. The Group recognises
a right of use (ROU) asset and a corresponding liability
with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases
with a lease term of twelve months or less) and leases
of low value assets. For these leases, the Group applies
the practical expedient available and recognises the
lease payments as an operating expense on a straight-
line basis over the term of the lease unless another
systematic basis is more representative of the time
pattern in which economic benefits from the lease
assets are consumed.
The lease liability is 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 incentives receivable;
• variable lease payments that depend on an index or
rate, initially measured using the index or rate at the
commencement date;
• the amount expected to be payable by the lessee
under residual value guarantees;
• 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.
The lease term is the non-cancellable period of a lease,
together with periods covered by an option (available
to the lessee only) to extend or terminate the lease
if the lessee is reasonably certain to exercise/not to
exercise that option. In determining the lease term,
the Group considers all facts and circumstances that
create an economic incentive to exercise/not exercise
an option.
The lease liability is presented as a separate line in the
Consolidated Balance Sheet.
The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on
the lease liability (using the effective interest method)
and by reducing the carrying amount to reflect the
lease payments made.
The Group remeasures the lease liability (and makes
a corresponding adjustment to the related ROU asset)
whenever:
• the lease term has changed or there is a change
in the assessment of llikely exercise of a purchase
option, in which case the lease liability is remeasured
by discounting the revised lease payments using a
revised discount rate.
• the lease payments change due to changes in an
index or rate or a change in expected payment under
a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised
lease payments using the initial discount rate.
• 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.
The ROU assets comprise 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.
Whenever 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 Provisions, Contingent Liabilities and
Contingent Assets.
ROU assets are depreciated over the shorter period of
either the lease term or the useful life of the underlying
asset. If a lease transfers ownership of the underlying
asset or the cost of the ROU asset reflects that the
Group expects to exercise a purchase option, the
related ROU asset is depreciated over the useful life
of the underlying asset. The depreciation starts at the
commencement date of the lease.
The ROU assets are presented as a separate line in the
Consolidated Balance Sheet.
The Group applies NZ IAS 36 Impairment of Assets
to determine whether a ROU asset is impaired and
accounts for any identified impairment loss under this
standard.
Variable rents that do not depend on an index or rate
are not included in the measurement of the lease
liability and the 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 the line “operating lease rental
expenses” in the Consolidated Income Statement.
As a practical expedient, NZ IFRS 16 Leases permits
a lessee not to separate non-lease components, and
instead account for any lease and associated
non-lease components as a single arrangement.
The Group has adopted this practical expedient.
EBOS Group Limited
Annual Report 2023
Right of use assets
Land and
buildings
A$’000
Office, plant and
equipment
A$’000
Motor vehicles
A$’000
To tal
A$’000
Cost
Balance as at 1 July 2022341,47111,1654,782357,418
Additions87,3753,0771,64692,098
Disposals (including lease modifications)(17,282)(2,143)(1,664)(21,089)
Foreign currency differences1,6942211322,047
Balance as at 30 June 2023
413,25812,3204,896430,474
Accumulated depreciation
Balance as at 1 July 2022(99,378)(5,677)(2,767)(107, 82 2)
Disposals (including lease modifications)9,8082,0921,63013,530
Depreciation expense(49,805)(2,510)(1,477)(53,792)
Foreign currency differences(47 1)(69)(62)(602)
Balance as at 30 June 2023
(139,846)(6,164)(2,676)(148,686)
Net book value
As at 30 June 2022
242,0935,4882,015249,596
As at 30 June 2023
273,4126,1562,220281,788
H6. Leases continued
Financials 91
H6. Leases continued
2023
A$’000
2022
A$’000
Amounts recognised in profit and loss
Depreciation on right of use assets53,792 44,977
Finance costs – leases11,295 8,504
Expense relating to short term leases and low value assets10,358 7,423
Lease liabilities
Current50,142 42,627
Non-current254,326 227,203
Maturity analysis (undiscounted future cash flows)
Ye ar 161,150 52,145
Ye ar 258,699 48,869
Ye ar 349,082 45,430
Ye ar 441,071 38,233
Ye ar 533,194 30,596
Onwards132,273 103,545
375,469 318,818
Cash outflows for leases
Interest on lease liabilities(11,295) (8,504)
Repayments of lease liabilities(48,983) (40,941)
Short term leases and low value asset leases(10,358) (7,423)
(70,636) (56,868)
H7. New accounting standards
The Group has adopted all new accounting standards that have become effective during the current year. The adoption of these
new standards has had no impact upon these financial statements.
The Group is not aware of any NZ IFRS Standards or Interpretations that have been recently issued or amended that have not yet
been adopted by the Group that would materially impact the Group for the reporting period ended 30 June 2023.
EBOS Group Limited
Annual Report 2023
As at 25 July 2023
Twenty largest shareholdersFully paid shares
Percentage of
paid capital
Sybos Holdings Pte Limited36,141,80918.86
Custodial Services Limited13,708,1817.15
HSBC Nominees (New Zealand) Limited – A/C State Street – NZCSD13,219,4676.90
HSBC Nominees (New Zealand) Limited – NZCSD12,859,9436.71
JP Morgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD11,658,9856.08
BNP Paribas Nominees (NZ) Limited – NZCSD7,676,0114.01
JP Morgan Nominees Australia Limited6,135,9543.20
Citibank Nominees (New Zealand) Limited – NZCSD5,999,6983.13
Forsyth Barr Custodians Limited5,357,6162.79
Tea Custodians Limited Client Property Trust Account – NZCSD4,774,3192.49
FNZ Custodians Limited4,743,6512.48
Accident Compensation Corporation – NZCSD3,999,7312.09
HSBC Custody Nominees (Australia) Limited3,663,4651.91
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD3,144,3331.64
JBWere (NZ) Nominees Limited2,622,7111.37
New Zealand Depository Nominee Limited2,256,7031.19
ANZ Wholesale Australasian Share Fund – NZCSD2,205,7981.15
Whyte Adder No 3 Limited1,797, 8740.94
CitiCorp Nominees Pty Limited1,415,0540.74
Simplicity Nominees Limited – NZCSD1,404,0400.73
144,785,34375.56
Number of ordinary sharesAs at balance dateAs at 25 July 2023
191,603,879191,608,422
Number of unquoted performance rightsAs at balance dateAs at 25 July 2023
916,702916,702
Substantial product holders and number of securities
The following information is provided in compliance with section 293 of the Financial Markets Conduct Act and the ASX Listing Rules.
Additional stock exchange information
Substantial holder name*Ordinary shares
as at balance date
Percentage of share
capital as at
balance date
Ordinary
shares as at
25 July 2023
Percentage of share
capital as at
25 July 2023
Sybos Holdings Pte Limited36,141,80918.86%36,141,80918.86%
Black Rock Inc. and related bodies corporate9,588,3735.00%9,586,9885.00%
* based on substantial holding notices received by the Company.
Financials 93
Distribution of shareholders and shareholdingsHolders
Fully paid
ordinary shares
Percentage of
paid capital
Size of Holding
1 to 1,0007,6832,675,2491.40
1,001 to 5,0003,7778,613,5034.50
5,001 to 10,0007225,085,1682.65
10,001 to 100,00056812 , 2 17,4726.38
100,001 and over63163,017,03085.07
To tal12,813191,608,422100.00
Distribution of performance rights
(not quoted on NZX and ASX)
Number of
performance
rights participants
Number of
performance rights
Percentage of
performance rights
Size of Holding
1 to 1,0002317,0381.9
1,001 to 5,0003487,4119.5
5,001 to 10,0001286,4299.4
10,001 to 100,00011357,16839.0
100,001 and over2368,65640.2
To tal82916,702100.0
Additional stock exchange information continued
EBOS Group Limited
Annual Report 2023
Unmarketable parcels
As at 25 July 2023, there were 357 shareholders (with a total of
2,370 shares) holding less than a marketable parcel of shares
based on the closing price of the Company’s shares on the
ASX of A$34.80. The ASX Listing Rules define a marketable parcel
of shares as a parcel of shares of not less than A$500.
Restricted securities
A total of 691,015 fully paid ordinary shares are subject to
voluntary escrow. The escrow will cease to apply at the end of the
relevant escrow period, or earlier in limited circumstances.
Of the escrowed shares, 195,601 fully paid ordinary shares are
subject to escrow until the later of (subject in each case to ASX
Listing Rule 3.10A) 4.14 pm on:
(a) The first trading day of 12 months after completion of the
LifeHealthcare acquisition (with completion occurring on
31 May 2022): and
(b) The trading day following on which EBOS’ results for the
financial year ending 30 June 2023 are released to the ASX
and NZX.
Of the escrowed shares, 495,414 fully paid ordinary shares are
subject to escrow until 4.14pm on 29 February 2024.
References to time are to Melbourne, Australia time.
Waivers granted from the NZX Listing Rules/ASX Admission
There were no waivers granted by the NZX during the year or
waivers of NZX Listing Rules relied upon by the Company during
the year.
The terms of the Company’s admission to the ASX and on-going
listing requires the following disclosures:
1. The Company is not subject to Chapters 6, 6A, 6B and 6C of
the Australian Corporations Act dealing with the acquisition of
shares (including substantial holdings and takeovers).
2. Limitations on the acquisition of securities imposed under
New Zealand law are as follows:
(a) In general, securities in the Company are freely transferable
and the only significant restrictions or limitations in relation
to the acquisition of securities are those imposed by New
Zealand laws relating to takeovers, overseas investment and
competition.
(b) The New Zealand Takeovers Code creates a general rule
under which the acquisition of 20% or more of the voting
rights in the Company or the increase of an existing holding
of 20% or more of the voting rights of the Company can
only occur in certain permitted ways. These include a full
takeover offer in accordance with the Takeovers Code,
a partial takeover in accordance with the Takeovers Code,
an acquisition approved by an ordinary resolution, an
allotment approved by an ordinary resolution, a creeping
acquisition (in certain circumstances), or compulsory
acquisition of a shareholder holding 90% or more of the
shares.
(c) The New Zealand Overseas Investment Act 2005 and
Overseas Investment Regulations 2005 (New Zealand)
regulate certain investments in New Zealand by overseas
interests. In general terms, the consent of the New Zealand
Overseas Investment Office is likely to be required where
an ‘overseas person’ acquires shares in the Company
that amount to 25% or more of the shares issued by the
Company, or if the overseas person already holds 25% or
more, the acquisition increases that holding.
(d) The New Zealand Commerce Act 1986 is likely to prevent
a person from acquiring shares in the Company if the
acquisition would have, or would be likely to have, the effect
of substantially lessening competition in the market.
Voting Rights
Shareholders may vote at a meeting of shareholders either in
person or by proxy, attorney, or representative.
In a poll every shareholder present in person or by proxy,
attorney or representative has one vote for each share.
Additional stock exchange information continued
Financials 95
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EBOS Group Limited
Annual Report 2023
The Board and management of EBOS Group Limited are
committed to ensuring that the Company adheres to best
practice and governance principles and maintains high ethical
standards.
The 2023 Corporate Governance Statement relating to the
Company and its subsidiaries (the Group) can be found
at: https://www.ebosgroup.com/who-we-are/corporate-
governance. The Corporate Governance Statement refers to
a number of codes, policies and charters of the Group.
These documents (or a summary of them) can be found at
https://www.ebosgroup.com/who-we-are/corporate-
governance.
Risk management
Risk management is an integral part of the Group’s business. The
Group has an enterprise risk management framework, designed
to promote a culture which ensures a proactive and consistent
approach to identifying and mitigating risk on a Group-wide
basis.
Our approach to risk management provides clarity on roles and
responsibilities to minimise the impact of financial, operational
and sustainability risks on our business. Under this approach,
the Board approves the strategic risk profile and risk appetite
statements (which describe the level of risk the Group is willing to
take in relation to specific risk categories) for the Group.
The Board reviews the strategic risk profile at least annually.
The Audit & Risk Committee assists the Board by monitoring
the strategic risk profile and implementation of the risk appetite
levels that were set by the Board. The monitoring of the strategic
risk profile is part of a standing agenda item for each regular
Audit & Risk Committee meeting. Management reports to the
Board and the Audit & Risk Committee on whether the Group’s
material business risks are being managed effectively and
updates the risk rating of strategic risks on an ongoing basis,
presenting proposed changes to the Board or the Audit & Risk
Committee as required. As such, this process is continuous and
is designed to provide advanced warning of material risks before
they eventuate and includes:
• significant risk identification;
• risk impact quantification;
• risk mitigation strategy development;
• reporting; and
• monitoring and evaluation to ensure the ongoing integrity of
the risk management process.
A description of the Group’s key financial risks (foreign currency
risk, interest rate risk, liquidity risk and credit risk) and how these
are managed, is set out on pages 82 and 83. A description of the
Group’s key non-financial risks and how these are managed is
set out in the Group’s Corporate Governance Statement which
is available on the Company’s website: https://www.ebosgroup.
com/who-we-are/corporate-governance. These risks include:
competition risk, reliance on key suppliers, supply chain
disruption and macroeconomic conditions, significant changes
to price, industry or pharmacy regulation, product liability and
litigation risk, cyber risk, health and safety risk, loss of critical
operations (including due to a climate-related event) and new
acquisition risk.
Access to advice and auditors
As set out in the Group’s Corporate Governance Code, a director
may obtain independent advice at the expense of the Company
on issues related to the fulfillment of their duties as a director,
subject to obtaining the approval of the Audit & Risk Committee
prior to incurring any advisory fees.
In addition, it is open to the Audit & Risk Committee to meet
external auditors and internal auditors without management
present.
Corporate Governance Disclosures
For the purposes of compliance with the NZ Companies Act,
NZX Listing Rules and NZX Corporate Governance Code dated
17 June 2022 (NZX Code), the following disclosures are included in
the Annual Report.
Diversity
The Group has a Diversity & Inclusion Policy which is set out as
Appendix F of the Corporate Governance Code. Under the policy,
the Board is responsible for setting measurable objectives for
achieving diversity. The Board set the objectives for the 2022/23
year in February 2021. Set out below is the Board’s assessment of
those objectives for the 2022/23 year:
1
1 In June 2023, the Board approved revised diversity objectives in respect of the year ending 30 June 2024.
Corporate Governance
Corporate Governance 97
ObjectiveProgress during 2022/2023
Aim to maintain the proportion of women on the Board
as vacancies arise, having regard to the circumstances
(including skill requirements) relating to the vacancies.
As at 30 June 2023, there were four female directors on the Board
being 50% representation.
Succession planning for directors has been a focus of the
Board given there are directors with long tenures. Two directors
have joined the Board during the year, one female Singapore-
based and one male Australian-based, and two long-serving
directors will retire at the 2023 Annual Meeting. Following these
retirements, the proportion of female directors will remain 50%.
Aim to increase the proportion of women in executive
and senior leadership roles by identifying internal talent
through robust succession planning, developing female
leaders and acquiring external talent through fair and
objective recruitment practices.
There has been an increase in the number of women on the
Executive Leadership Team from three to four. As at 30 June
2023, 36% of Executive Leadership Team (being the CEO and his
direct reports) were female.
EBOS continues to run its core sponsorship and development
program called ‘Catalyst’ and is committed to 40:40:20
representation on that program. Under the current intake of the
program, 60% of participants are female.
The Executive Leadership Team formed a Talent Council during
the year and met to discuss talent and succession plans for key
teams in the Group and to identify opportunities to develop our
people’s careers across the Group.
Ensure a remuneration framework is in place that will allow
the organisation to complete an objective analysis of EBOS
pay equity annually to monitor pay rates and identify if
there are any gender based pay issues that need to be
addressed.
A robust externally benchmarked remuneration framework is
now embedded at EBOS and enables objectivity in relation to
assessing pay outcomes. This also formed the basis of a pay
equity report which was reviewed by the Board.
Continue to promote family friendly and flexible workplace
practices including but not limited to a commitment to
supporting those on parental leave, supporting flexible
return to work arrangements and on-going flexible work
arrangements that suit both the organisation and the
individual.
There has been ongoing support for flexible working during
2022/23, as many of our knowledge workers engage in hybrid
work arrangements where this suits the individual and the
organisation.
In 2022/23 parental leave returns were monitored and tracked.
75% of those who took parental leave returned to the Group
following their leave.
Continue to commit to the EBOS Reconciliation Action
Plan in Australia and improving cultural awareness across
both Australia and NZ.
EBOS continued the development of a First Peoples Engagement
Strategy and formed the First Nations Advisory Group,
comprising senior representatives from across the Group
together with an external First Nations advisor. The Strategy is a
part of delivering on our Reconciliation Action Plan.
In New Zealand, Māori inclusion training (Improving Cultural
Intelligence and Foundations of Bicultural Organisations) was
delivered by a third party.
Educate our leaders through training to ensure they are
equipped and can role model the principles outlined in our
Diversity and Inclusion policy and bring the policy to life in
our workplace.
In 2022/23, we enhanced our online Integrity Training.
In addition to topics such as our Code of Ethics, anti-bullying and
harassment and workplace health and safety, modules covering
unconscious bias and diversity and inclusion were launched in
conjunction with our celebration of International Women’s Day.
This training deepens leaders understanding of the Diversity and
Inclusion Policy.
EBOS Group Limited
Annual Report 2023
Director independence
The Board’s assessment of the independence of each person
that was a director as at 30 June 2023 is set out below.
NameStatusAppointment date
Elizabeth CouttsIndependent
2
July 2003
Tracey BattenIndependentJuly 2021
Mark BloomIndependentSeptember 2022
Stuart McGregorIndependentJuly 2013
Stuart McLauchlanIndependentJuly 2019
Sarah OttreyIndependentSeptember 2006
Julie TayIndependentMay 2023
Peter WilliamsIndependentJuly 2013
The Board has determined that all directors are Independent.
Mark Bloom was appointed to the Board on 16 September 2022
and Julie Tay was appointed on 15 May 2023. Tracey Batten
and Stuart McLauchlan were appointed in recent years. It was
previously announced that the Board has determined that
Peter Williams and Stuart McGregor were Independent
Directors (as defined in the NZX Listing Rules) as their historical
associations with the Zuellig Group had changed since 2013
and neither have executive or non-executive roles representing
Zuellig Group interests.
In relation to Elizabeth Coutts and Sarah Ottrey, the Board is
unanimously of the view that each director brings, amongst
other things, an independent view to decisions in relation to
EBOS and that their tenure is not, of itself, an indication that
they are no longer Independent.
Sarah Ottrey and Stuart Mcgregor, having served 17 years and
10 years respectively, will retire as directors at the 2023 Annual
Meeting.
NZX Code
Under NZX Listing Rule 3.8.1(b), EBOS is required to state in the
annual report which recommendations in the NZX Code were
not followed in the financial year ended 30 June 2023.
RecommendationComment
3.4 – Nomination
Committee
The Board does not have a nomination committee. The Board has determined, having regard to the current
composition of the Board, that a nomination committee is not currently required. The Board undertakes the
functions that were previously delegated to a nominations committee.
5.2 – Remuneration
policy
EBOS has a remuneration policy. The policy does not include the relative weightings of remuneration and
performance criteria. This information is included in the Company’s Corporate Governance Statement
(as required under the policy) to ensure it accurately reflects the remuneration structures.
2
Independent means that the director is considered to be an Independent Director as defined under the NZX Listing Rules and independent having regard to the factors set out
in the ASX Corporate Governance Council’s Corporate Governance Principles & Recommendations.
Gender representation
The Group’s gender representation as at 30 June 2023 was as follows:
BoardFemale %Female (no.)Male %Male (no.)Gender Diverse %Gender Diverse (no.)
2021/2250%350%30%0
2022/2350%450%40%0
OfficerFemale %Female (no.)Male %Male (no.)Gender Diverse %Gender Diverse (no.)
2021/2240%460%60%0
2022/2336%464%70%0
GroupFemale %Male %
2021/225743
2022/235644
Officer has the meaning given in the NZX Listing Rules.
Remuneration 99
Remuneration Overview
EBOS Group Limited presents this remuneration overview for
the Company and its controlled entities (the Group) for the year
ended 30 June 2023. This overview provides details beyond
those required under New Zealand laws and the NZX Corporate
Governance Code. The Board considers that it is important to
provide an appropriate level of transparency around EBOS’
approach to remuneration in order to encourage confidence in
EBOS’ executive and director remuneration processes.
This overview provides details of EBOS’ approach to
remuneration including incentive plans for senior executives
that were in place for the reporting year and remuneration
received by the CEO and the directors.
Remuneration Philosophy and Principles
EBOS has a Remuneration Policy which relates to the
remuneration of the directors and executives of EBOS. A copy
of the policy is available on EBOS’ website: https://www.
ebosgroup.com/who-we-are/corporate-governance.
As described in that policy, EBOS believes that it is in the best
interests of both EBOS and its employees to pay everyone fairly
for the value of the work performed, in a financially responsible
manner.
EBOS adopts an objective, market-competitive system to
determine the remuneration levels of roles at EBOS based on
the job requirements, skills, and knowledge required of a fully
competent job incumbent without bias. This approach is also
flexible enough to ensure that EBOS is able to recruit, develop
and retain a highly qualified workforce. Attracting, developing
and retaining people of a high calibre is critical to support the
business and its strategy and the remuneration of directors and
executives is set having regard to this.
Specifically in relation to executives, EBOS aligns components
of executive remuneration with the performance of EBOS.
Accordingly, executive remuneration comprises fixed and
‘at risk’ (or performance-based) elements which are both
short and long-term in nature. The purpose of this structure
is to ensure that the interests of the executives, EBOS and its
shareholders are aligned during the period over which the
business results are realised.
As a result, the remuneration framework is structured to
promote the long-term sustainable growth of the Group
with a significant portion of performance-based executive
remuneration awarded as rights to equity to reinforce
alignment with the interests of EBOS and its shareholders over
this period.
Remuneration Governance
As set out in the Charter for the Remuneration Committee,
the Committee is responsible for reviewing, recommending
and, if delegated by the Board, setting, in accordance with
EBOS’ Remuneration Policy and practices, all components
of the remuneration of the directors and executives. The
charter for the Remuneration Committee is available on EBOS’
website: https://www.ebosgroup.com/who-we-are/corporate-
governance.
The Remuneration Committee is responsible for:
• approving the remuneration of executives; and
• recommending non-executive director remuneration to the
Board.
The Board is responsible for:
• approving non-executive director remuneration; and
• approval of remuneration policies.
The members of the Remuneration Committee during the
year were Elizabeth Coutts (Chair), Stuart McLauchlan and
Tracey Batten.
Executive Remuneration Framework
The Group’s remuneration structure for executives, including
the CEO, comprises three elements:
• Total Fixed Remuneration (TFR);
• Short-Term Incentive (STI); and
• Long-Term Incentive (LTI).
The following summarises each component of executive
remuneration. A summary of the remuneration of the CEO,
Mr John Cullity, is set out in section 5.
a. Total Fixed Remuneration (TFR)
Fixed remuneration may include a component of compulsory
superannuation contributions for Australian-based
executives and KiwiSaver contributions for New Zealand-
based executives. Executives’ fixed remuneration is set
having regard to the person’s position accountabilities,
their qualifications, performance, experience and record of
achievement at EBOS, market data for similar positions at
broadly comparable companies (typically by size, industry
classification and complexity) and any other relevant talent
market considerations.
b. Short Term Incentive (STI)
The STI is currently an annual cash payment which is
dependent on the achievement of a combination of Group and
individual performance measures.
The performance measures for the STI are set by reference to
the executive’s responsibilities and particular projects relevant
to that executive and the business or function for which they
are responsible. The purpose of the STI is to reward executives
for meeting measurable objectives linked to a financial year.
For example, for executives that are responsible for businesses
in the Group, their performance measures may be set by
reference to the performance of that business and the Group
as a whole.
For executives that have functional responsibilities,
their performance objectives may be set by reference to the
financial performance of EBOS.
The Board also has the flexibility to award short term incentive
payments for special or strategically important projects.
Remuneration
EBOS Group Limited
Annual Report 2023
FeatureApproach
Purpose
Align individual performance with Group objectives.
Provide individuals with a competitive market position for total reward (i.e. variable and fixed pay
components).
Eligibility
Those considered for participation in the program must be able to impact the performance of their own
work area, their business or function and also contribute to the Group’s overall performance.
InstrumentCash.
Performance Criteria
The following criteria must be met before any payments are made:
• Group Profit Before Tax (PBT) target for the financial year; and
• for those with business unit responsibilities business EBITDA targets for the financial year.
The Board has discretion in determining the satisfaction of the target.
The 2023 STI for executives, including the CEO, and other managers on short term incentives included
a stretch incentive to explicitly incentivise and reward outperformance by EBOS. The maximum STI
entitlement for achieving this outperformance was 150% of the applicable executive’s target STI
entitlement. The details of Mr Cullity’s 2023 STI opportunity are set out in section 5d below.
Table 1: FY2023 STI plan
FeatureApproach
Purpose
Align a portion of executives’ total remuneration with the medium to long term performance of the
Group.
Eligibility
The Remuneration Committee determines whether an LTI plan will operate and the extent (if any)
to which each executive is invited to participate in an LTI plan.
Instrument
Performance rights which are rights to acquire ordinary shares in EBOS for nil consideration.
Performance period
Three years from 1 July 2022 to 30 June 2025.
Table 2: FY2023 LTI plan
c. Long-Term Incentive (LTI)
EBOS has a long-term incentive plan which currently takes the form of a performance rights plan. The table below sets out the key
terms for the LTIs granted during FY2023 (2023 LTI).
Further details regarding the STI for the CEO are set out in section 5d.
The performance measures for the STI for executives are considered by the Board at the same time as the audited accounts for the
relevant financial year. Accordingly, the STI outcomes in respect of the year ended 30 June 2023 (2023 STI) will be paid in FY2024.
Remuneration 101
FeatureApproach
Performance Criteria
The performance criteria (vesting conditions) for executives are:
• continuous employment with the Group; and
• growth in EBOS’ earnings per share over the performance period must equal or exceed a specific
compound annual growth percentage target.
The vesting conditions for the 2023 LTI includes a ‘stretch’ target for certain senior executives to
incentivise and reward outperformance by EBOS. The details of performance rights issued to
Mr Cullity as his 2023 LTI are set out in section 5d and includes this stretch target.
The performance criteria is assessed at the end of the 3 year performance period.
Settlement
If the Board determines that performance rights have vested it may determine with respect to each
vested right whether to:
• allot and issue, or transfer, shares to a participant (equity settle); and/or
• pay a cash amount to a participant equivalent to the ‘market value’ of a share as at the date of
vesting of the performance rights (cash settle). The market value of an EBOS share is calculated
by reference to the volume weighted average price of EBOS shares on NZX for the 5 trading days
immediately prior to the date that the Board determines the rights have vested.
Dividends and
voting rights
Performance rights do not have voting rights or accrue dividends.
Clawback
The Board has broad discretion to adjust downwards (including to zero) unvested or vested LTI awards
where, in the opinion of the Board, the CEO or an executive has:
• acted fraudulently, dishonestly or engaged in gross misconduct or is in breach of their obligations to
EBOS;
• acted in a way that has contributed to material reputational damage to EBOS; or
• received performance rights that have vested as a result of fraud, dishonesty or breach of obligations
of any person or as a result of a material misstatement of the financial statements of EBOS.
Restriction on hedging
Hedging of performance rights by executives is prohibited under the plan rules and EBOS’ Securities
Trading Policy.
Change of control
Vesting of performance rights is subject to Board discretion.
Cessation of
employment
Resignation: subject to the Board determining otherwise, unvested performance rights are forfeited.
Termination for cause: if an executive’s employment is terminated for cause, subject to the Board
determining otherwise, unvested and vested performance rights are forfeited.
Termination without cause (including circumstances such as redundancy and retirement):
the Board shall determine the treatment of unvested performance rights. All vested performance
rights remain on foot unless otherwise determined by the Board.
Table 2: FY2023 LTI plan continued
EBOS Group Limited
Annual Report 2023
d. Executive Remuneration Mix
EBOS’ Remuneration Policy does not include the relative weightings of remuneration and performance criteria.
As required under the Remuneration Policy, the relative weightings of realised executive remuneration components in FY2023 is set
out in the Group’s Corporate Governance Statement. The relative weightings of the CEO’s remuneration are included in section 5c
below for completeness.
CEO Remuneration
a. Past Financial Performance
The table below presents the financial performance for EBOS Group Limited for the previous five financial years.
Table 3: Past Financial Performance
20232022202120202019
N PAT
1
A$253.4mA$202.6mA$185.3mA$162.5mA$137.7m
Basic EPS (Annual)A$132.9cpsA$114.5cpsA$113.2cpsA$100.6cpsA$89.8cps
Compound growth in Basic EPS (3 year)
9.7%
per annum
(2021-2023)
8.4%
per annum
(2020-2022)
7.8%
per annum
(2019-2021)
6.6%
per annum
(2018-2020)
Share price at end of financial year
NZ$36.75NZ$39.01NZ$32.30NZ$21.61NZ$23.15
Market capitalisation at end of financial year
NZ$7,041mNZ$7,38 8mNZ$5,302mNZ$3,519mNZ$3,743m
Total dividends in period (NZ$ cps)
110.096.088.57 7.571.5
Total shareholder return (annual)
2
(3. 2)%23.7%53.6%(3.30%)32.9%
Total shareholder return (3 year)
82.9%
(2021-2023)
79.8%
(2020-2022)
93.2%
(2019-2021)
35.9%
(2018-2020)
53.9%
(2017-2019)
Total shareholder return (4 year)
74.0%
(2021-2023)
135.9%
(2019-2022)
1 Net profit after tax attributable to owners of the company.
2 Total shareholder return is calculated as the share price at the end of the year plus dividends declared in relation to that year divided by the opening share price for the year.
Table 4: CEO Contract
Contract durationNotice period –
company
Notice period –
CEO
Termination provision
(where notice provided)
Post-employment
restraint
Ongoing until terminated by
either party
12 months unless
for cause
12 months12 months18 months
b. Key terms of CEO employment contract
The table below sets out the key terms of Mr Cullity’s employment contract.
Remuneration 103
Table 5: Summary of total realised remuneration
Table 6: Expected STI
Financial
year
Fixed remuneration (including
compulsory superannuation)
STISpecial short term incentive –
LifeHealthcare Acquisition
LT ITotal
2023A$1,600,000A$2,550,000 A$2,040,000A$1,566,764
(2)
A$7,756,764
2022A$1,417, 500A$1,820,000 -A$2,614,036 A$5,851,536
Financial yearExpected STI
2024$2,550,000
c. Relative weightings of CEO remuneration
The table below sets out the relative weightings of Mr Cullity’s remuneration:
d. CEO Remuneration Outcomes for FY2023
The table below sets out the realised remuneration outcomes for Mr. Cullity for FY2023 and FY2022.
The amounts set out in this section may differ from the
amounts included in Note H4 to the Financial Report and the
table of employee remuneration included on pages 106 and 107
which are reported according to accounting standards. The
accounting values of remuneration reported may not reflect
what a person was actually paid during the financial year,
particularly due to the valuation of share based payments and
accrual of short term incentives.
Fixed remuneration
In FY2023, Mr Cullity received fixed remuneration of $1,600,000.
This included compulsory superannuation contributions.
Short Term Incentive (STI) payments – Realised 2022 STI,
special short term incentive and Expected 2023 STI
In FY2023, Mr Cullity received STI payments totalling
$4,590,000, being the Realised 2022 STI and the special short
term incentive related to the successful execution of the
LifeHealthcare acquisition, as described below.
Realised 2022 STI
In FY2023, Mr Cullity received an STI payment of $2,550,000.
This was based on the financial performance of EBOS for the
prior year (that is, the year ended 30 June 2022) (2022 STI) and
was paid following the finalisation of EBOS’ audited accounts
for that financial year.
With regard to the 2022 STI, the structure included a stretch
target to explicitly reward outperformance. For FY2022, if EBOS’
underlying PBT results (2022 Target) were equal to:
• the 2022 Target, 75% of the STI was payable;
• 102% of the 2022 Target, 90% of the STI was payable;
• 103.5% of the 2022 Target, 100% of the STI was payable
(‘target STI entitlement’); and
• from 104.4% to 108% of the 2022 Target, between 110% to 150%
(‘maximum STI entitlement’) of the target STI entitlement was
payable on a straight line basis.
Mr Cullity’s target STI entitlement under the 2022 STI was
$1,700,000 and his maximum STI entitlement was $2,550,000
(150% of his target STI entitlement). As the stretch target for
FY2022 was met, Mr Cullity received $2,550,000.
Chief Executive Officer28% fixed remuneration
45% short term incentive
(1)
27% long term incentive
The table below sets out the expected STI that will be paid shortly after the release of the annual report in respect of the Group’s
FY2023 results (2023 STI).
(1) Excludes the special short term incentive in respect of the LifeHealthcare acquisition. Further details of this incentive are set out in section 5d.
(2) This relates to the vesting of performance rights during FY23. Further details are set out below.
EBOS Group Limited
Annual Report 2023
Performance PeriodInstrumentVested/Unvested
LTI – 2022/20251 July 2022 to 30 June 202580,195 performance rightsUnvested
LTI – 2021/20241 July 2021 to 30 June 202494,124 performance rightsUnvested
LT I – 2020/20231 July 2020 to 30 June 202375,000 performance rightsUnvested
LT I – 2019/20221 July 2019 to 30 June 202245,455 performance rightsVested (cash and equity settled)
LT I – 2018/20211 July 2018 to 30 June 202147,500 performance rightsVested (cash settled)
LT I – 2017/2020 1 July 2017 to 30 June 2020110,000 loan-backed sharesVested
LT I – 2016/20191 July 2016 to 30 June 201995,000 loan backed sharesVested
Table 7: LTIs – Chief Executive Officer
Special short term incentive – LifeHealthcare Acquisition
As foreshadowed in the 2022 Annual Report, Mr Cullity received
a special short term incentive of $2,040,000 for the additional
effort and successful execution of the LifeHealthcare acquisition.
The short term incentive was considered appropriate having
regard to the size of the transaction, the transaction being
transformative for the Group by diversifying the Group’s
earnings and significantly accelerating the Group’s medical
devices strategy and the strong support for the transaction by
investors through participation in the related equity raising.
Expected 2023 STI
In relation to the STI target for senior executives for FY2023,
the Board retained the ‘target’ and ‘stretch’ elements of the STI.
Accordingly, for FY2023, if EBOS’ underlying PBT results were
equal to:
• 90% of the 2023 Target, 65% of the STI is payable;
• 94% of the 2023 Target, 75% of the STI is payable;
• 98% of the 2023 Target, 90% of the STI is payable;
• 100% of the 2023 Target, 100% of the STI is payable
(‘target STI entitlement’); and
• from 101% to 103% of the 2023 Target, between 110% to 150%
(‘maximum STI entitlement’) of the target STI entitlement is
payable on a straight line basis.
For the FY2023 period the Target amount was set by reference
to the budgeted PBT for the Group for the period, including
LifeHealthcare.
The Board elected not to increase the target STI entitlement and
maximum STI entitlement for Mr Cullity in respect of the FY2023
period. Therefore, Mr Cullity’s target STI entitlement under
the 2023 STI is $1,700,000 and his maximum STI entitlement is
$2,550,000 (150% of his target STI entitlement). It is expected
that Mr Cullity will receive $2,550,000 for his 2023 STI, with this
amount to be paid in FY2024.
Long Term Incentives
During FY2023, Mr Cullity received long term incentives with a
value at the time of vesting of $1,566,764
1
. This comprised the
full vesting of 45,455 performance rights issued to Mr Cullity in
respect of the performance period from 1 July 2019 to
30 June 2022. The Board elected to satisfy the vesting of the
performance rights by settling the performance rights with cash
and equity on an approximately 50/50 basis. Accordingly,
Mr Cullity received:
• a cash payment of $783,365; and
• 22,728 shares for nil consideration.
The full vesting of the performance rights is as a result of the
achievement of the EPS performance hurdles for the three year
performance period from 1 July 2019 to 30 June 2022, reinforcing
alignment with shareholder value creation over this period.
Expected LTI Vesting
In relation to the 75,000 performance rights issued in respect
of the performance period 1 July 2020 to 30 June 2023, it is
expected that all of these performance rights will vest shortly
after the release of the annual report.
Granted 2023 LTI
The performance conditions for the performance rights granted
during FY2023 (2023 LTI) are described in section 4.c above.
The Board elected not to increase the maximum LTI opportunity
for Mr. Cullity in granting the 2023 LTI. Accordingly, the maximum
LTI opportunity in the form of equity instruments for Mr Cullity,
which is inclusive of a stretch component as described in section
4c, for the financial year ended 30 June 2023 was $2,850,000.
These rights will be tested after 30 June 2025 following the
conclusion of the relevant performance period with any vesting
occurring during FY2026.
Vested LTI Shares
• In previous financial years, EBOS operated a long term
incentive share plan whereby EBOS provided an interest free,
non-recourse loan to participating senior executives, including
Mr Cullity, in order for those executives to purchase shares in
the Company. Those shares have vested. The aggregate loan
balance in respect of those vested shares as at 30 June 2023
was NZ$2,829,911.
Summary of LTIs
Long term incentives in the form of equity instruments received
by Mr Cullity since the commencement of his employment with
the Group in 2009 are:
1 The value of the shares issued was calculated by reference to a price of A$34.47, being the volume weighted average price of EBOS shares on NZX for the 5 trading days
immediately prior to the date that the Board determined that the rights have vested and converted to Australian dollars.
Remuneration 105
Non-Executive Director Remuneration
To support the attraction and retention of directors of the
highest calibre and requisite expertise from New Zealand,
Australia and internationally, the Group aims to set
remuneration of non-executive directors having regard to:
• the time commitment and responsibilities of the non-
executive directors (including any commitment as a member
of a standing or ad hoc Board committee and special exertion
for significant project work outside of the normal workload for
the Board and Committees); and
• market rates for non-executive director remuneration for
comparable companies (by size, industry classification
and complexity). The Board has regard to this as part of
its succession planning and the attraction and retention
of directors from, or with experience in, key geographic
markets in which the Group operates, including Australia and
Southeast Asia.
Non-executive director remuneration is in the form of fees.
Non-executive directors do not receive performance-based or
equity-based remuneration.
Total remuneration for non-executive directors is subject to an
aggregate fee pool limit of NZ$1,565,000 (including payments
made in respect of KiwiSaver and compulsory superannuation
contributions) in any financial year. The fee pool was approved
by shareholders at the Annual Meeting held on 19 October 2021.
The table below sets out the current fee allocations for director
fees by position.
PositionFees (NZ$)
Chair$336,000
Director (other than Chair)$168,000
Chair of Audit & Risk Committee$40,000
Chair of Remuneration Committee$33,000
Member of Audit & Risk Committee $20,000
Member of Remuneration Committee$16,500
Special exertion fee pool$75,000
Table 8: Non-executive director fees by position
Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies Act 1993 for the
year ended 30 June 2023 were as follows:
Table 9: Non-executive director fees paid during the year ended 30 June 2023
Director
Base Fee
NZ$
Audit and Risk
Committee
NZ$
Remuneration
Committee
NZ$
Special
Exertion Fee
NZ$
Total
NZ$
E Coutts$336,000$20,000$33,000$20,000$409,000
T Batten$168,000-$16,500$10,000$194,500
M Bloom
(1)
$132,848---$132,848
S McGregor$168,000--$10,000$178,000
S McLauchlan$168,000$40,000$16,500$15,000$239,500
S Ottrey$168,000$20,000-$10,000$198,000
J Tay
(2)
$21,692---$21,692
P Williams$168,000--$10,000$178,000
(1) Mr Bloom was appointed as a director with effect from 16 September 2022
(2) Ms Tay was appointed as a director with effect from 15 May 2023
In respect of the special exertion fees paid during FY2023, these were paid to directors on the Board at the time of the
LifeHealthcare acquisition. The fees were considered reasonable having regard to the significant additional workload and effort for
the directors in relation to the execution and integration of the LifeHealthcare acquisition. The transaction was transformative for
the Group by diversifying the Group’s earnings and significantly accelerated the Group’s medical devices strategy.
EBOS Group Limited
Annual Report 2023
Employee Payment Bands
Grouped below, in accordance with Section 211 of the Companies Act 1993, are the number of employees or former employees of
the Company and its subsidiaries, including those based outside of New Zealand, who received remuneration and other benefits
in their capacity as employees totalling NZ$100,000 or more during the year.
Employee
remuneration (NZ$)
30 June 2023
Number of Employees
$100,000 to $110,000 255
$110,000 to $120,000 207
$120,000 to $130,000 147
$130,000 to $140,000110
$140,000 to $150,000105
$150,000 to $160,00091
$160,000 to $170,00058
$170,000 to $180,00070
$180,000 to $190,00050
$190,000 to $200,00049
$200,000 to $210,00034
$210,000 to $220,00033
$220,000 to $230,00039
$230,000 to $240,00022
$240,000 to $250,00020
$250,000 to $260,00016
$260,000 to $270,00019
$270,000 to $280,00015
$280,000 to $290,00015
$290,000 to $300,00014
$300,000 to $310,0009
$310,000 to $320,00013
$320,000 to $330,0006
$330,000 to $340,0004
$340,000 to $350,0002
$350,000 to $360,0005
$360,000 to $370,0003
$370,000 to $380,0003
$380,000 to $390,0004
$390,000 to $400,0003
$400,000 to $410,0003
$410,000 to $420,0001
$420,000 to $430,0003
$430,000 to $440,0002
$440,000 to $450,0004
Remuneration 107
Employee
remuneration (NZ$)
30 June 2023
Number of Employees
$450,000 to $460,0001
$470,000 to $480,0001
$480,000 to $490,0001
$510,000 to $520,0002
$520,000 to $530,0001
$540,000 to $550,0001
$550,000 to $560,0001
$560,000 to $570,0001
$570,000 to $580,0001
$580,000 to $590,0001
$590,000 to $600,0001
$670,000 to $680,0001
$690,000 to $700,0002
$710,000 to $720,0001
$740,000 to $750,0001
$840,000 to $850,0001
$860,000 to $870,0001
$930,000 to $940,0001
$940,000 to $950,0001
$1,020,000 to $1,030,0001
$1,150,000 to $1,160,0001
$1,370,000 to $1,380,0001
$1,390,000 to $1,400,0001
$1,410,000 to $1,420,0001
$1,610,000 to $1,620,0001
$1,630,000 to $1,640,0001
$1,930,000 to $1,940,0001
$1,950,000 to $1,960,0001
$2,000,000 to $2,010,0002
$2,290,000 to $2,300,0001
$3,870,000 to $3,880,0001
$7,160,000 to $7,170,0001
EBOS Group Limited
Annual Report 2023
Disclosure of interests
In accordance with section 140(2) of the Companies Act 1993,
the directors named below have made general disclosure
of interest, by a general notice disclosed to the Board and
entered in the Company’s interests register during the year
ended 30 June 2023, as follows:
Elizabeth Coutts: Chair of Oceania Healthcare Limited
and Voyage Digital (NZ) Limited, Director of EBOS Group
subsidiaries in New Zealand and Member, Marsh New Zealand
Advisory Board. Former Chair of Skellerup Holdings Limited.
Tracey Batten: Director of Medibank Private Limited, NIWA
Australia Pty Ltd, National Institute of Water and Atmospheric
Research Limited and Accident Compensation Corporation.
Mark Bloom: Director of Abacus Property Group (Abacus Funds
Management Limited, Abacus Group Holdings Limited, Abacus
Group Projects Limited, Abacus Storage Funds Management
Limited and Abacus Storage Operations Limited), AGL Energy
Limited, Pacific Smiles Group Limited, Fambloom Beneficiary
Pty Ltd, Fambloom Pty Ltd and Fambloom Super Pty Ltd.
Stuart McGregor: Director of Symbion Pty Ltd and other EBOS
Group subsidiaries and director of Bodd Pty Ltd.
Stuart McLauchlan: Chairman of Scott Technology Limited,
Analog Digital Instruments Limited, Cargill Hotel 2002 Ltd,
G S McLauchlan & Co, Otago Community Hospice and Wood
Solutions. Director of Southlink Health Education Trust, Argosy
Property Ltd, Dunedin Casinos Ltd, NZ Whisky and Scenic
Hotels Group. Governor, NZ Sports Hall of Fame. Member,
Advisory Board to Partridge Jewellers group. Member,
Marsh NZ Advisory Board.
Sarah Ottrey: Chair of Whitestone Cheese Ltd and director
of Sarah Ottrey Marketing Ltd, Skyline Enterprises Limited
and subsidiaries, Mount Cook Alpine Salmon Limited and
Christchurch International Airport Ltd. Member of the Institute
of Directors – Otago Southland Branch committee. Trustee for
the SGE and AA Berry Family Trust.
Julie Tay: Director of Sonova Holding A.G.
Peter Williams: Former director of Green Cross Health Limited.
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993
and the constitution of the Company, the Company has given
indemnities to, and has effected insurance for, the directors
and executives of the Company and its related companies
which, except for some specific matters that are expressly
excluded, indemnify and insure directors and executives
against monetary losses as a result of actions undertaken by
them in the course of their duties. Specifically excluded are
certain matters, such as the incurring of penalties and fines,
which may be imposed for breaches of law.
Use of information
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors, which would not otherwise have been
available to them.
Share Dealings By Directors
The directors have disclosed to the Board under section
148(2) of the Companies Act 1993 the following particulars
of acquisitions or disposals of a relevant interest in the
Company’s shares during the year ended 30 June 2023.
Share dealings by Directors
The directors have disclosed to the Board under section 148(2) of the Companies Act 1993 particulars of acquisitions or disposals
of a relevant interest in the Company’s shares during the year ended 30 June 2023.
Director
Ordinary Shares
Purchased/(Sold)
Consideration
Paid/(Received)
Date of
Transaction
Elizabeth Coutts
425NZ$18,70017 March 2023
Stuart McLauchlan29NZ$1,27617 March 2023
30NZ$1,12830 September 2022
Sarah Ottrey86NZ$3,78417 March 2023
92NZ$3,46230 September 2022
Directors’ Interests
and Disclosures
Directors’ Interests
and Disclosures 109
Directors’ Interests
and Disclosures
Directors’ shareholdings
Director30 June 202330 June 2022
Elizabeth Coutts– Indirect/beneficial interest35,74835,323
– Direct, non-beneficial interest – trustee of EBOS Staff Share Plan71,59271,592
Tracey Batten– Direct interest1,5001,500
Stuart McLauchlan– Indirect/beneficial interest2,4142,355
Sarah Ottrey– Indirect/beneficial interest3,4693,469
– Held with associated person9,8289,650
DirectorBoardAudit & RiskRemuneration
Eligible
to AttendAttended
Eligible
to AttendAttended
Eligible
to AttendAttended
Elizabeth Coutts1313
44
22
Tracey Batten1313
--
22
Mark Bloom
11
9
--
--
Stuart McGregor1310
----
Stuart McLauchlan1313
44
22
Sarah Ottrey13114
4
--
Julie Tay44-
-
--
Peter Williams1311-
---
Attendance at Board and committee meetings
EBOS Group Limited
Annual Report 2023
Disclosures relating to subsidiaries
SubsidiaryCurrent Directors
ABT Medical Pty LtdJ Cullity
M Muscio
ABT Nevada LLCJ Cullity
M Muscio
S Berry
J Goldberg
L Myers
L Hansen*
ACN 618 208 969 Pty LtdJ Cullity
S McGregor#
Alchemy Holdings Pty LtdJ Cullity
S McGregor#
B Barons
Alchemy Sub-Holdings Pty LtdJ Cullity
S McGregor#
B Barons
Australian Biotechnologies
Pty. Limited
J Cullity
M Muscio
Beaphar Pty LtdJ Cullity
J Dillon
BFCMC Pty LtdJ Cullity
S McGregor#
N Munroe
Blackhawk Premium Pet Care Pty LtdJ Cullity
S McGregor#
J Dillon
Botany Bay Imports Exports Pty LtdJ Cullity
J Dillon
CC Pharmacy Investments Pty LtdJ Cullity
S McGregor#
B Barons
CC Pharmacy Management Pty LtdJ Cullity
S McGregor#
B Barons
CC Pharmacy Promotions Pty LtdJ Cullity
S McGregor#
B Barons
Chem Plus Pty LtdJ Cullity
S McGregor#
N Munroe
Chemmart Holdings Pty LtdJ Cullity
S McGregor#
N Munroe
Cincotta Holding Company Pty LtdJ Cullity
S McGregor#
B Barons
Clinect Pty LtdJ Cullity
S McGregor
B Barons
SubsidiaryCurrent Directors
Clinect NZ Pty LimitedE Coutts
J Cullity
L Hansen
Collaboration Medical Clinics Pty LtdJ Cullity
S McGregor#
N Munroe
Collaboration Medical Clinics
Investments Pty Ltd
J Cullity
N Munroe
Culpan Distributors LtdJ Cullity
L Hansen
Culpan Medical Pty LtdJ Cullity
M Muscio
Developing People Pty LtdJ Cullity
S McGregor#
N Munroe
DoseAid Pty LtdJ Cullity
S McGregor
B Barons
EAHPL Pty LtdJ Cullity
S McGregor#
EBOS Aesthetics Pty LtdJ Cullity
M Muscio
EBOS Group Australia Pty LtdJ Cullity
S McGregor#
B Barons
EBOS Health & Science Pty LtdJ Cullity
S McGregor#
B Barons
EBOS Medical Devices
Australia Pty Ltd
J Cullity
S McGregor#
M Muscio
EBOS Medical Devices NZ LimitedE Coutts
J Cullity
L Hansen
EBOS PH Pty LtdJ Cullity
S McGregor#
Endeavour CH Pty LtdJ Cullity
S McGregor#
Endeavour Consumer Health LimitedE Coutts
J Cullity
L Hansen
Fibertech Medical Australia Pty LtdJ Cullity
M Muscio
Healthcare Supply Partners Pty LtdJ Cullity
B Barons
Hospharm Pty LtdJ Cullity
S McGregor#
B Barons
Directors’ Interests
and Disclosures 111
SubsidiaryCurrent Directors
HPS Brands Pty LtdJ Cullity
S McGregor#
B Barons
HPS Corrections Pty LtdJ Cullity
S McGregor#
B Barons
HPS Finance Pty LtdJ Cullity
S McGregor#
B Barons
HPS Holdings Group (Aust) Pty LtdJ Cullity
S McGregor#
B Barons
HPS Hospitals Pty LtdJ Cullity
S McGregor#
B Barons
HPS IVF Pty LtdJ Cullity
S McGregor#
B Barons
HPS Services Pty LtdJ Cullity
S McGregor#
B Barons
Intellipharm Pty LtdJ Cullity
S McGregor
B Barons
Klinic Solutions Australasia Pty LtdJ Cullity
M Muscio
LifeHealthcare LimitedJ Cullity
L Hansen
LifeHealthcare Distribution (NZ) LimitedJ Cullity
L Hansen
LifeHealthcare Pty LimitedJ Cullity
M Muscio
LifeHealthcare Distribution Pty LimitedJ Cullity
M Muscio
LifeHealthcare Finance Pty LimitedJ Cullity
M Muscio
LifeHealthcare Group Pty LimitedJ Cullity
M Muscio
LifeHealthcare Services Pty LtdJ Cullity
M Muscio
Lite Living Pty LtdJ Cullity
S McGregor#
N Munroe
LMT Surgical Pty LtdJ Cullity
M Muscio
Lyppard Australia Pty LtdJ Cullity
S McGregor
J Dillon
Current DirectorsCurrent Directors
Masterpet Australia Pty LimitedJ Cullity
J Dillon
Masterpet Corporation LimitedE Coutts
J Cullity
L Hansen
Masterpet Logistics Pty LtdJ Cullity
J Dillon
MD Scopes Pty LtdJ Cullity
M Muscio
MD Solutions Australasia Pty LtdJ Cullity
M Muscio
MD Solutions NZ LimitedJ Cullity
L Hansen
Mega Save Management Pty LtdJ Cullity
S McGregor#
B Barons
National Surgical Pty LtdJ Cullity
S McGregor#
M Muscio
Nexus Australasia Pty LimitedJ Cullity
S McGregor#
B Barons
Pacific Health Supplies Topco1
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies TopCo2
LLC
J Cullity
Pacific Health Supplies BidCo
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies HoldCo
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies MezzCo
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies TopCo
Pty Limited
J Cullity
M Muscio
PBA Finance No. 1 Pty LtdJ Cullity
S McGregor#
N Munroe
PBA Finance No. 2 Pty LtdJ Cullity
S McGregor#
N Munroe
PBA Wholesale Pty LtdJ Cullity
S McGregor#
N Munroe
Pet Care Distributors Pty LtdJ Cullity
S McGregor#
J Dillon
Pet Care Holdings Australia Pty LtdJ Cullity
S McGregor#
J Dillon
EBOS Group Limited
Annual Report 2023
SubsidiaryCurrent Directors
Pet Care Wholesalers Pty LtdJ Cullity
S McGregor#
Pets International Pty LtdJ Cullity
J Dillon
Pharmacy Brands Australia Pty LtdJ Cullity
S McGregor#
N Munroe
Pharmacy Retailing (NZ) LimitedE Coutts
J Cullity
L Hansen
Pioneer Medical LimitedE Coutts
J Cullity
L Hansen
PRNZ LimitedE Coutts
J Cullity
L Hansen
QPharma Pty Ltd J Cullity
J Dillon
Richard Thomson Pty LimitedJ Cullity
S McGregor#
B Barons
Sentry Medical Pty LimitedJ Cullity
B Barons
Shanghai EBOS Trading Co Ltd J Cullity
Spiran Pty. Ltd.J Cullity
M Muscio
Surgical and Medical Supplies Pty. Ltd. J Cullity
M Muscio
Symbion Pty LtdJ Cullity
S McGregor
B Barons
Terry White Group Pty LtdJ Cullity
S McGregor#
N Munroe
Tissue Technologies Pty LtdJ Cullity
M Muscio
Tissuelife Pty LimitedJ Cullity
M Muscio
Tony Ferguson Weight Management
Pty Ltd
J Cullity
S McGregor#
N Munroe
Transmedic Pte Ltd J Cullity
TW&CM Pty LtdJ Cullity
S McGregor#
N Munroe
TWC IP Pty LtdJ Cullity
S McGregor#
N Munroe
SubsidiaryCurrent Directors
Ventura Health Pty LtdJ Cullity
S McGregor#
B Barons
VIM Health Pty LtdJ Cullity
S McGregor#
N Munroe
VIM Health IP Pty LtdJ Cullity
S McGregor#
N Munroe
Vitapet Corporation Pty LimitedJ Cullity
J Dillon
Warner & Webster Pty LtdJ Cullity
S McGregor#
B Barons
W & W Management Services Pty LtdJ Cullity
S McGregor#
B Barons
You Save Management Pty LtdJ Cullity
S McGregor#
B Barons
ZAP Services Pty LtdJ Cullity
S McGregor
ZHHA Pty Ltd
J Cullity
S McGregor
No employee of the Group appointed as a director of the
Company or its subsidiaries receives remuneration or other
benefits in their role as a director. The remuneration and other
benefits of such employees, received as employees, are included
in the relevant bandings for remuneration disclosed under
employee remuneration range on pages 106 - 107.
Auditor
The Company’s auditor, Deloitte, will continue in office in
accordance with the Companies Act 1993.
The directors are satisfied that the provision of non-audit
services, during the year by the auditor is compatible with the
general standard of independence for auditors imposed by the
Companies Act 1993. Details of amounts paid or payable to the
auditor for non-audit services provided during the year by the
auditor are outlined in note H5 of the financial statements.
Elizabeth Coutts
Chair of Directors
Stuart McLauchlan
Director
*Ceased to be a director during the year ended 30 June 2023
# Alternate director.
Directory 113
Registered offices
108 Wrights Road
PO Box 411
Christchurch 8024
New Zealand
Telephone: +64 3 338 0999
Email: ebos@ebos.co.nz
Level 7, 737 Bourke Street
Docklands 3008
PO Box 7300
Melbourne 8004
Australia
Telephone: +61 3 9918 5555
Email: ebos@ebosgroup.com
Website address
www.ebosgroup.com
Directors
Elizabeth Coutts
Independent Chair
Tr a c ey B a t t e n
Independent Director
Mark Bloom
Independent Director
(appointed September 2022)
Stuart McGregor
Independent Director
Stuart McLauchlan
Independent Director
Sarah Ottrey
Independent Director
J ulie Tay
Independent Director
(appointed May 2023)
Peter Williams
Independent Director
Senior executives
John Cullity
Chief Executive Officer
Brett Barons
CEO Symbion
Simon Bunde
EGM Strategic Operations,
ESG and Innovation
Janelle Cain
General Counsel
Julie Dillon
CEO Animal Care
Leonard Hansen
Chief Financial Officer
Martin Krauskopf
EGM Strategy and Mergers
and Acquisitions
David Lewis
EGM
Jacinta McCarthy
Group GM, Human Resources
Matt Muscio
CEO Medical Technology
Mithran Naiker
Chief Information Officer
Auditor
Deloitte Limited
Christchurch
Securities exchange
EBOS Group Limited shares are
quoted on the New Zealand Securities
Exchange and the Australian
Securities Exchange
(NZX/ASX code: EBO).
Share register
Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
Telephone: +64 9 488 8777
Computershare Investor Services
Pty Ltd
GPO Box 3329
Melbourne, Victoria 3001
Australia
Telephone: 1800 501 366
Managing your shareholding online
To change your address, update your
payment instructions and to view
your Investment portfolio, including
transactions, please visit:
www.computershare.com/
investorcentre
General enquiries can be directed to:
• enquiry@computershare.co.nz
• Private Bag 92119, Auckland 1142,
New Zealand or GPO Box 3329,
Melbourne, Victoria 3001, Australia
• Telephone (NZ) +64 9 488 8777 or
(Aust) 1800 501 366
• Facsimile (NZ) +64 9 488 8787 or
(Aust) +61 3 9473 2500
Please assist our registrar by quoting
your CSN or shareholder number.
Annual Meeting
The Annual Meeting of EBOS Group
Limited will be held on Tuesday,
24 October 2023 at 2pm, at the Park
Hyatt Hotel, 99 Halsey Street,
Auckland, New Zealand.
This Annual Report is printed on environmentally responsible paper, produced using
FCS® certified 100% Post Consumer Recycled, Process Chlorine Free (PCF) pulp.
Directory
ebosgroup.com
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.