EBOS Group Limited/Announcement
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EBOS Group Annual Report 2023

Annual Report26 September 2023EBOHealthcare

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

6483

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.