Revenue growth and a return to profitability
Results announcement
Results for announcement to the market
Name of issuer Blis Technologies Limited
Reporting Period 12 months to 31 March 2024
Previous Reporting Period 12 months to 31 March 2023
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$11,526 14%
Total Revenue $11,526 14%
Net profit/(loss) from
continuing operations
$646 148%
Total net profit/(loss) $646 148%
Interim/Final Dividend
Amount per Quoted Equity
Security
It is not proposed to pay a dividend for the 12 months to 31
March 2024.
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.0078 $0.0073
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please see attached result announcement for commentary on
the result.
Authority for this announcement
Name of person
authorised
to make this announcement
Richard Wingham
Contact person for this
announcement
Richard Wingham
Contact phone number +64 21 284 0446
Contact email address richard.wingham@blis.co.nz
Date of release through MAP
24/05/2024
Audited financial statements accompany this announcement.
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Blis Technologies Limited: Ground Floor, 442 Moray Place, Dunedin Central 9016, PO Box 2208, Dunedin 9044, New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz
24 May 2024
Revenue growth and a return to profitability
In the year to 31 March 2024, Blis Technologies Ltd (Blis) achieved a return to profitability after two
years of operating losses. The profit for the year was $0.6m, which was in line with guidance. This
result was achieved on revenue of $11.5m, which was 12.6% higher than the previous year.
Revenue growth was achieved in our Business to Business (B2B) segment, with an 18.2% increase in
ingredient sales and royalty income. Revenue in the Business to Consumer (B2C) area was affected
by cost of living pressures on our customers and as a result revenue was consistent with the
previous year. The revenue growth combined with a tight control over costs resulted in an improved
trading performance. Net profit after tax for the year of $0.6m compares with a loss of $1.4m in the
previous financial year.
This year’s result reflects some early success from the Company’s strategy to focus on achieving
revenue growth from global ingredient sales and royalty income, under our B2B strategy.
The cash surplus from operations improved to $1.1m. Blis continues to be in a strong financial
position with cash and cash equivalents and short term deposits of $8.5m.
CHIEF EXECUTIVE
Scott Johnson joined Blis in mid January 2024 as our new CEO. Scott has a proven track record for
building business capability to deliver profitable growth into global markets. His breadth of
experience across sales, marketing and operations will be invaluable in achieving Blis’ growth
aspirations. We are extremely pleased to welcome Scott to Blis as CEO.
STRATEGY UPDATE
The Board and the Blis Leadership Team remain committed to the current strategy of focusing on
delivering revenue growth from ingredient sales and royalty income in B2B markets, as the pathway
to delivering sustained profitability.
The three year strategic plan for the business has been updated. This plan has a commercial focus
structured around working closely with our key customers and exploring new opportunities in other
markets, where we can present a competitive offering. This approach will see the Company
refocusing its R&D work on ensuring that Blis has appropriate regulatory approval in key markets
and supporting the commercialising of its two key hero products, BLIS K12™ and BLIS M18™. Over
time the Company will invest more into the R&D area. However, this requires Blis to be in a
sustainably profitable position.
OUTLOOK
The coming year will see a continued focus on both growing revenue and improving profitability. We
will continue to keep shareholders updated on progress.
Ends
Blis Technologies Limited: Ground Floor, 442 Moray Place, Dunedin Central 9016, PO Box 2208, Dunedin 9044, New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz
For further information, please contact:
Scott Johnson
CEO
+64 21 488 831
About Blis Technologies Ltd
Delivering proven health benefits through evidence-based, advanced probiotics
Blis Technologies is an NZX-listed manufacturer of advanced probiotic strains that go beyond the gut.
Combining innovation with evidence-based research and the highest quality production controls enables
the delivery of probiotic solutions for specific health targets including throat health, halitosis (bad breath),
immune support, teeth and gum health and skin health. BLIS
®
products are sold throughout New Zealand
and in Australia, Asia, Europe and the USA. More information about Blis Technologies Ltd can be found at
www.blis.co.nz.
Website: www.blis.co.nz
Instagram: @blisprobiotics #blisk12 #blism18 #blisq24
Facebook: @BLISProbiotics
---
ANNUAL
REPORT
2024
FOR THE YEAR ENDED 31 MARCH 2024
ANNUAL REPORT
2
PROBIOTIC
PIONEERS
FOR A
HEALTHIER
YOU
BLIS TECHNOLOGIES LIMITED
3
CONTENTS
FY24 SUMMARY 5
CHAIR’S REPORT 6
CHIEF EXECUTIVE’S REPORT 8
ESG UPDATE 12
BOARD OF DIRECTORS 14
EXECUTIVE TEAM 16
STATEMENT OF CORPORATE
GOVERNANCE 18
DIRECTORS’ INTERESTS 32
DIRECTORS’ RESPONSIBILITY
STATEMENT 34
FIVE YEAR TREND 35
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME 37
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY 38
CONSOLIDATED BALANCE SHEET 39
CONSOLIDATED STATEMENT OF
CASHFLOWS 41
NOTES TO AND FORMING PART
OF THE CONSOLIDATED FINANCIAL
STATEMENTS 42
ADDITIONAL STOCK EXCHANGE
INFORMATION 72
INDEPENDENT AUDITORS REPORT 74
COMPANY DIRECTORY 78
ANNUAL REPORT
4
BLIS TECHNOLOGIES LIMITED
5
FY24 SUMMARY
MARKET DEVELOPMENT
• QPS application BLIS K12™
progressed
PRODUCT DEVELOPMENT
• 3 composition patents
entered examination
• BLIS K12
™
new use patent in
examination
• BLIS M18
™
sponsored trial with
Griffith University completed
• Skin asset launched with Emma
Lewisham
• 12 publications relating to our
strains were published in the last
financial year
BLIS PRESENTED AT:
• Skin Microbiome Conference,
San Diego, USA
• Microbiome and Probiotics
Congress, Tokyo, Japan
• NZ Oral Health Association
Conference, Wellington, NZ
REVENUE
+12 . 6%
on prior year
NET PROFIT
AFTER TAX
+2.0m
on prior year
$
11.5m
$
0.6m
EBITDA
+1. 4 m
on prior year
$
0.8m
B2B
REVENUE
+
18.2
%
B2C
REVENUE
+
1.6
%
CHAIR’S
REPORT
FULL YEAR REPORT
ANNUAL REPORT
6
Revenue growth was achieved in our
Business to Business (B2B) segment,
with an 18.2% increase in ingredient
sales and royalty income. Revenue
in the Business to Consumer (B2C)
area was affected by cost of living
pressures on our customers and
as a result revenue was consistent
with the previous year. The revenue
growth combined with a tight
control over costs resulted in an
improved trading performance. Net
profit after tax for the year of $0.6m
compares with a loss of $1.4m in the
previous financial year.
This year’s result reflects some early
success from the Company’s strategy
to focus on achieving revenue
growth from global ingredient sales
and royalty income, under our B2B
strategy.
The cash surplus from operations
improved to $1.1m. Blis continues to
be in a strong financial position with
cash and cash equivalents and short
term deposits of $8.5m.
STAFF
I would like thank all of our staff for
their commitment and contribution
over the past year. Our team have
embraced the strategy of focusing
on B2B markets while retaining a
presence in B2C markets where Blis
has a strong presence. Successful
execution of this strategy has
resulted in the improved financial
performance.
CHIEF EXECUTIVE
Brian Watson resigned in December
2023 after 7 years with Blis as CEO.
I would like to thank Brian for his
contribution and commitment to Blis
since joining us in February 2016.
Brian’s leadership has delivered
revenue growth and business
improvements that has supported
the return to profitability. We wish
Brian well for the future.
Scott Johnson joined Blis in mid
January 2024 as our new CEO.
Scott has a proven track record
for building business capability
to deliver profitable growth into
global markets. His breadth of
experience across sales, marketing
and operations will be invaluable in
In the year to 31 March 2024, Blis Technologies Ltd (Blis) achieved a return to
profitability after two years of operating losses. The profit for the year was
$0.6m, which was in line with guidance. This result was achieved on revenue of
$11.5m, which was 12.6% higher than the previous year.
DEAR SHAREHOLDER
BLIS TECHNOLOGIES LIMITED
7
achieving Blis’ growth aspirations.
We are extremely pleased to
welcome Scott to Blis as CEO.
STRATEGY UPDATE
The Board and the Blis Leadership
Team remain committed to the
current strategy of focusing on
delivering revenue growth from
ingredient sales and royalty income
in B2B markets, as the pathway to
delivering sustained profitability.
The 3 year strategic plan for the
business has been updated. This plan
has a commercial focus structured
around working closely with our
key customers and exploring new
opportunities in other markets,
where we can present a competitive
offering. This approach will see the
Company refocusing its R&D work
on ensuring that Blis has appropriate
regulatory approval in key markets
and supporting the commercialising
of its two key hero products, BLIS
K12™ and BLIS M18™. Over time
the Company will invest more into
the R&D area. However this requires
Blis to be in a sustainably profitable
position.
Blis has many good ideas and in the
past resources have been spread
thinly over a number of projects. This
more focused approach is intended
to concentrate on achieving short
term commercial success. We will
review our investment in R&D each
year, to ensure that we have the
right balance.
We will continue to look for new
opportunities to license our skincare
product as a B2B opportunity. In
the short term we have decided
to limit further development to
support the commercial success of
our existing customer. The other
consequence of the decision to
refocus our R&D work is that we
will also pause development of a
probiotic toothpaste. The market for
this product is uncertain and more
work with consumer insights will
be required before we undertake
further development.
We will continue to explore
opportunities in our key B2C markets
provided that the opportunities are
consistent with the overall strategy.
Some restructuring was undertaken
in April 2024 to support this strategy
and to provide additional resources
within the commercial team.
DIRECTORS
As part of a planned transition,
Anita Johansen joined the Board
in January 2024 replacing Probi
nominee Dr Jörn Andreas. Anita
is the CEO of Probi AB and is also
currently serving as an elected Board
member of International Association
of Probiotics (IPA) and on the
Board of IPA Europe. Throughout
her career she has been working
with product development and
held leadership positions in global
consumer healthcare companies,
such as Ferrosan, Pfizer Consumer
Healthcare, Novozymes, and USP
Zdrowie.
I would like to thank Jörn for his
contribution to Blis during his time
on the Board. His expertise in global
markets provided valuable insights.
OUTLOOK
The coming year will see a continued
focus on both growing revenue
and improving profitability. We
will continue to keep shareholders
updated on progress.
Geoff Plunket
Chair
ANNUAL REPORT
8
CHIEF EXECUTIVE’S
REPORT
FULL YEAR REPORT
8
FINANCIAL PERFORMANCE
HIGHLIGHTS
During the financial year (FY24), Blis experienced robust
growth, with a 12.6% increase in revenue to $11.5m,
culminating in an EBITDA of $0.8m. This outcome was
due to a favourable second half of the financial year in
a couple of key areas, which are outlined below. This
sets Blis on a renewed path of sustainable growth and
shareholder value creation after a tough couple of years.
MARKET EXPANSION STRATEGY
We are pleased to report significant 18.2% year-on-
year growth in the B2B channel, fuelled by strategic
partnerships with Probi and Bluestone Pharma (BSP).
Other parts of the B2B portfolio, which are essential for
future growth but not as material presently, showed
subdued performance, with our Japanese partner facing
an unfavourable USD/JPY exchange rate, which put their
sales and margin under pressure, delivering 71% of the
prior year’s revenue. B2B Private label opportunities
in China delivered to forecast with disciplined pricing
architecture and market segmentation, which is critical to
protecting the value proposition and profitability in this
developing market.
While the B2C segment grew modestly at 1.6%, Amazon
USA revenue grew by an impressive 21.8% on the prior
year. Growth was due primarily to a Christmas’ X’ (Twitter)
post highlighting a study that suggests consumption of
BLIS K12
TM
may help alleviate symptoms of COVID-19
faster. As per our focus areas below, we are forecasting
the baseline sales to remain elevated into FY25. Revenue
from our e-commerce channel increased by 16.5%,
supported by a robust promotional program and
expanded dental product penetration in the Blis portfolio.
This result is particularly pleasing in a challenging New
BLIS TECHNOLOGIES LIMITED
9
BLIS TECHNOLOGIES LIMITED
9
Zealand (NZ) economic environment and reflects a
refreshed strategy bringing more coordination and, thus,
alignment in activity in an omnichannel world.
The NZ Pharmacy channel also showed strong growth at
16.4% due to a successfully executed dental campaign,
focused promotional effectiveness, and working more
closely with our business partner on all aspects of
the value chain, including in-field sales execution. To
counterbalance the above performances, the Cross-Border
E-Commerce (CBEC) channel came in at 37.6% of last year
at a top-line which reflects challenging market conditions
in China, which has been documented well in mainstream
media. CBEC business partners were also rationalised from
10 to 2, with one remaining in China and the other in
Vietnam for FY25.
LOOKING AHEAD: STRATEGIC FOCUS
AREAS
In line with our refreshed strategic plan, we have
identified key focus areas for both B2C and B2B channels
to drive top and bottom-line growth over the next three
years:
B2C Focus Areas:
• NZ Pharmacy Channel—continued focus on in-field
execution, promotional effectiveness, and new
product development (NPD).
• Amazon USA—continue to hold baseline sales up
from the ‘X’ post mentioned above, add additional
NPD, including three new Junior products launched
in May 2024.
B2B Focus Areas:
• Develop and execute joint business plans with key
partners, notably Probi and BSP.
• Expansion into emerging markets such as Brazil and
India.
• Product Development Initiatives based on deep
consumer insights.
To capitalise on emerging opportunities, we are scaling up
our core value propositions, BLIS K12
TM
and BLIS M18
TM
,
as a key focus to deliver sustainable profitability. These
proven performers are positioned for broader adoption
in identified attractive markets. Our strategic assessment
has reinforced the importance of existing markets like the
USA, parts of Europe, China, and South Korea, with new
opportunities identified in Brazil and India. We continue
to work with key business partners such as New Zealand
Trade and Enterprise (NZTE) to validate new markets and
ensure our ‘go to market’ strategies are fit for purpose.
With the increased focus of resources on our core
portfolio, we will pause some R&D activity such as
toothpaste development and review it with a customer
lens at appropriate times later in the year. We remain
committed to supporting existing customers in areas such
as skincare. We will look for additional opportunities
to license our product to generate a return on the
considerable investment made in the product to date.
New product development remains a crucial lever in Blis’
value creation for shareholders. This will be executed on
the back of a sustainable profit platform, which permits
us to invest in bringing new products to market.
TEAM DEVELOPMENT EFFORTS
Investing in our team’s capabilities is paramount to
our long-term success. We are bolstering our global
key account management competency to drive better
commercial outcomes. Our commitment to employee
growth ensures that we remain a destination for top
talent, aligning with our vision to be a leader in probiotic
innovation.
BALANCING SHORT-TERM GOALS
WITH LONG-TERM GROWTH
We recognise the importance of balancing short-term
profitability with long-term growth aspirations. While
maximising profitability remains a priority, we are also
investing in areas such as regulatory access in key markets
like China to fuel our long-term growth ambitions.
ANNUAL REPORT
10
CHIEF EXECUTIVE’S REPORT CONTINUED
TRANSPARENCY AND ENGAGEMENT
We remain committed to transparency and welcome
shareholder feedback. We pledge to maintain open
communication and accountability as we navigate
opportunities and challenges. Your trust and support are
integral to our journey, and we invite you to join us in
shaping the future of Blis.
Scott Johnson
Chief Executive Officer
BLIS TECHNOLOGIES LIMITED
11
BLIS TECHNOLOGIES LIMITED
11
BLIS TECHNOLOGIES LIMITED
11
ANNUAL REPORT
12
ESG UPDATE
Blis is committed to Environmental, Social, and Governance (ESG) principles
as integral components of our mission to enhance global health and
wellness through probiotics.
As part of our ESG commitment, this financial year
we started pursuing B Corp Certification. Unlike other
certifications, B Corp evaluates our entire social and
environmental impact, aligning well with our company
values.
To achieve this certification, we’re aligning our practices
with high standards across Governance, Workers,
Community, Environment, and Customers. This journey
towards B Corp Certification not only positions us
among respected New Zealand brands but also attracts
conscious consumers and like-minded employees.
We have strong internal support for this initiative
and incredibly passionate staff. To date we have
completed the assessment process and identified areas
of strength and areas for improvement. Within the
next 12 months, we aim to partner with a consultant to
ensure a thorough verification process and attain B Corp
Certification.
The science team with their new reusable BLIS drink bottles
during the company-wide “Recycling Week” initiative.
Myer Rose shares research and clinical evidence at the NZ
Oral Hygienist Association Annual Conference.
Adhering to My Green Lab processes and standards
remains a priority for our science laboratory.
John Hale, John Tagg and Tessy George at the Synapse
2023 event, engaging with STEM students about career
possibilities in science.
BLIS TECHNOLOGIES LIMITED
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BLIS TECHNOLOGIES LIMITED
13
BLIS TECHNOLOGIES LIMITED
13
FROM NEW ZEALAND
TO THE WORLD
BOARD OF DIRECTORS
ANNUAL REPORT
14
GEOFFREY (GEOFF)
PLUNKET
Chair, Independent non-
executive director
Member of Audit and Risk
Committee and People and
Performance Committee
Geoff is a Dunedin based
professional director and has been
a director of Blis Technologies
Limited since May 2018, taking over
the role of Chair in July 2021. He
has also previously held the role
of Deputy Chair and Chair of the
Audit and Risk Committee.
Geoff worked for Coopers &
Lybrand (now PWC) and KPMG,
in Dunedin and Birmingham, UK
through the 1980’s before joining
Port Otago Limited in 1988 as Chief
Financial Officer. Geoff spent the
following 29 years with the Port
Otago Group, before retiring in
2017. Geoff worked across the
business in a variety of roles,
culminating in appointment as
CEO in 2004, a position he held
until retirement. Geoff is also an
independent Director on Port of
Auckland.
Geoff is a Fellow of Chartered
Accountants Australia and New
Zealand, and a Member of the
Institute of Directors.
AMELIA (AIMEE)
MCCAMMON
Independent non-executive
director
Member of Audit and Risk
Committee
Aimee is Wellington based and
was appointed to the Board in
October 2021. Aimee is CEO of Pic’s
Peanut Butter. She is an experienced
strategist and brand builder with
deep knowledge of consumer
marketing. Her brand experience
spans an array of New Zealand’s
power brands including Whittaker’s,
Toyota, Lotto, Tourism NZ and 42
Below.
Aimee was previously CEO of
entertainment, advertising and
technology company Augusto
Group. Her career has spanned
roles as General Manager of Peter
Jackson’s Park Road Post Production,
senior management at Assignment
Group and Trade Me, and many
years with the Saatchi & Saatchi
network in Wellington, Auckland
and New York.
Aimee has a Bachelor of Commerce
from Auckland University, and has
completed leadership training at the
Omnicom University in Shanghai.
DR BARRY RICHARDSON
Independent non-executive
director
Chair of Audit and Risk Committee
Barry is Dunedin based and was
appointed to the Board in July 2018.
He joined the NZ Dairy Board in 1985
after many years in research and
development to undertake business
development roles in several joint
venture companies. In 1991, Barry
joined Tatua Dairy Co. Ltd to develop
a milk biologics business based
on high value milk ingredients
and was later, also appointed
GM, International and Strategic
Development. Barry was appointed
CEO at Westland Milk Products
Ltd in 2002, when they chose to
market their own products following
deregulation of the dairy industry in
late 2001.
After consulting to Blis Technologies
in 2006 Barry was appointed CEO in
2007 during the transitional years
through to 2016.
Barry is a director of CertusBio Ltd
and has an M.Sc. (Hons) and PhD
from Massey University. He is a
Fellow of the NZ Institute of Food
Science and Technology and in 2003,
received the JC Andrews award
for distinction in Food Science and
Technology.
BLIS TECHNOLOGIES LIMITED
15
DR ALISON STEWART
Independent non-executive director
Chair of People and Performance Committee
Alison is Christchurch based and was appointed
to the Board in September 2018.
Alison brings to the Board governance and
commercial research and development
experience within the international
biotechnology industry. Alison has held key
executive leadership roles in New Zealand and
US corporates and understands the drivers for
successful commercialisation of research. Alison
is an experienced research and innovation
leader with expertise in microbe-based
product development, patents, IP protection,
new product pipeline and development of
strategic partnerships with large international
corporations.
Alison is a Distinguished Emeritus Professor from
Lincoln University, New Zealand and was elected
a Companion of the NZ Order of Merit in 2011
for her contributions to biology.
ANITA JOHANSEN
Non-executive director
Anita was appointed to the Board in January 2024.
Anita is the CEO of Probi AB. Probi’s foundation
rests on science, leveraging state-of-the-art R&D
and manufacturing expertise to create standout
probiotic products that offer proven value. Anita is
also currently serving as an elected Board member
of International Association of Probiotics (IPA) and
on the Board of IPA Europe.
Anita earned her Master of Pharmacy and her
PhD degree in Pharmaceutical Technology from
the Danish University of Pharmaceutical Sciences,
University of Copenhagen. Throughout her career
she has been working with product development
and held leadership positions in global consumer
healthcare companies, such as Ferrosan, Pfizer
Consumer Healthcare, Novozymes, and USP
Zdrowie. Anita joined Probi in April 2022 as the Vice
President of Research & Development, and since
April 2023 has been the Chief Executive Officer of
Probi. Anita leads by creating and leading effective
high performing teams and mentoring, inspiring
and growing new talent. Anita is passionate about
promoting the advantages of good bacteria by
delivering customer relevant innovations supported
by science.
ANNUAL REPORT
16
EXECUTIVE TEAM
RICHARD WINGHAM
Chief Financial Officer (CFO)
CA, BCom (Accounting)
Richard was appointed to the role of CFO for Blis
Technologies in November 2017. Richard is a Chartered
Accountant with over 25 years experience, including
various senior finance roles across the dairy FMCG,
construction and health sectors. His skills cross over
manufacturing, project management, information
technology and strategic planning.
DR JOHN HALE
Chief Technology Officer (CTO)
PhD
John completed his PhD studying bacteriocins (BLIS) under
the supervision of Professor John Tagg at the Department of
Microbiology and Immunology, University of Otago.
He carried out post-doctoral research at the University
of British Columbia (Vancouver, Canada) and Monash
University School of Pharmacy (Melbourne, Australia)
investigating the modes of action of antimicrobial peptides.
Dr Hale joined Blis Technologies in 2011 and leads the
Scientific Services team.
JENNIFER WALKER
Chief Revenue Officer (CRO)
BA, MBA
Jennifer joined Blis Technologies in February 2022
having extensive global marketing experience within
consumer and wellness sectors in both start-ups and
larger corporates.
Jennifer has a strong experience base across
eCommerce, brand and retail marketing, having
worked for international brands such as Puma and
corporates focused on the health and wellness sector.
SCOTT JOHNSON
Chief Executive Officer (CEO)
BCom (Econ), MBA, CMInstD
Appointed in January 2024, Scott is an experienced
CEO with over 35 years of experience in the consumer
and health and wellness sectors both internationally
and within Australasia with businesses such as IBM,
Frucor-Suntory and the GO Healthy Group.
BLIS TECHNOLOGIES LIMITED
17
PROTECTING THE
GATEWAY TO
YOUR BODY
BLIS TECHNOLOGIES LIMITED
17
ANNUAL REPORT
18
The Board and Management of
Blis Technologies Limited (Blis, the
Company) are committed to ensuring
that the Company maintains corporate
governance structures which ensure that
the Company operates efficiently and
effectively and maintains the highest
ethical standards.
This statement of Corporate Governance provides a
summary of the Company’s governance processes and
practices.
The Company’s Corporate Governance policies are
based on the principles set out in the NZX Corporate
Governance Code (NZX Code). This statement is
structured to follow the recommendations of the NZX
Code.
The Board’s view is that Blis complies with the corporate
governance principles and recommendations set out
in the NZX Code. The Board believes its governance
structures are appropriate and meet the Company’s
strategic objectives.
The Company also complies with the corporate
governance requirements of the NZX Listing Rules. The
Board regularly reviews and assesses Blis’ governance
structures and processes to ensure that they are
consistent with best practice.
This Corporate Governance Statement has been
prepared in accordance with the NZX Code that was
published on 1 April 2023.
STATEMENT OF
CORPORATE
GOVERNANCE
Blis’ key corporate governance documents referred to in this
statement, including charters and policies, can be found at
www.blis.co.nz/investor-centre/charters-policies (Investor
Centre). The Board operates under a set of guidelines set out
in its Directors’ Operations Manual to assist Directors and
Management in carrying out their duties and responsibilities.
The Directors’ Operations Manual covers such matters as:
• Corporate governance matters;
• Role of the Board and composition of the Board;
• Director responsibilities;
• Appointment of, responsibilities of and remuneration of a
Chief Executive Officer;
• Confidentiality and the safeguarding of company
information;
• Compliance with laws and regulations;
• Shareholder participation; and
• Code of conduct.
This Corporate Governance Statement was approved by the
Board on 23 May 2024.
PRINCIPLE 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards being
followed throughout the organisation.”
Code of Ethics
As part of the Board’s commitment to the highest standard
of conduct, the Company has adopted a Code of Ethics
(Code).
Every new Director and employee is provided with a copy of
the Code. The Code is also available at the Investor Centre.
BLIS TECHNOLOGIES LIMITED
19
The procedure for advising the Company of a suspected
breach is set out in the Code of Ethics. Blis also has a
Protected Disclosures (Whistle-Blower) Policy that sets
out the process that serves to protect employees who
raise allegations of serious wrongdoing by the Company.
Conflicts of Interest
The Code of Ethics sets out the procedure to be followed
where Directors or employees are faced with a conflict
of interest. At all times, a Director must be able to act
in the interests of the organisation as a whole and
in accordance with all relevant laws and regulations
including the NZX Listing Rules. The personal interests
of the Director or employee (as applicable) and their
family must not be allowed to prevail over those of the
Company and its shareholders generally.
Protected Disclosure (Whistle-Blowers) Policy
The Protected Disclosure (Whistle-Blower) policy provides
information and guidelines to protect employees from
retaliatory action where they have raised allegations of
serious wrongdoing or reportable conduct they honestly
believe has been carried out by any Director, employee,
consultant, contractor or third party.
Blis is a small company and the main way to make
a report is through the Chair of the Audit and Risk
Committee.
No breaches of the Code of Ethics were identified during
FY24 and no matters were raised under the Protected
Disclosures (Whistle-blower) Policy.
The Code of Ethics is subject to annual review by the
Board.
Share Trading by the Company Directors and
Employees
The Board has implemented formal procedures to
handle trading in the Company’s equity securities by
Directors, employees, and advisers of the Company.
These are set out in Blis’ Securities Trading Policy which
is available at the Investor Centre. Before any trading
can occur by those persons approval is required to be
obtained from the Chair of the Board, CEO or CFO. The
policy provides that shares may not be traded at any
time by any individual holding material information. The
fundamental rule in the policy is that insider trading is
prohibited at all times.
The requirements of the policy are separate from, and in
addition to, the legal prohibitions on insider trading in
New Zealand.
PRINCIPLE 2 – Board Composition &
Performance
“To ensure an effective Board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.”
Responsibilities of the Board
The role of the Board is to act in the best interests of the
Company and to promote the interests of the Company
and its stakeholders. Directors are elected by the
shareholders to govern the Company. The Board is the
overall and final body of responsibility for all decision
making within the Company.
The Directors have a diverse range of expertise
and experience and are committed to using this to
benefit the Company. The Board is responsible to
shareholders for charting the direction of the Company
by participating in the setting of objectives, strategy,
and key policy areas. The Board is then responsible for
monitoring Management’s running of the business to
ensure implementation is in accordance with the agreed
framework. The Board delegates the conduct of the
day-to-day affairs of the Company to the CEO within this
framework.
The Board operates under a Directors’ Operations
Manual which sets out the roles and responsibilities of
the Board, and other matters as summarised on page 18.
The primary responsibilities of the Board include:
• Ensuring that the Company’s purpose and goals are
clearly established, and with appropriate strategies;
• Establishing policies for strengthening the
performance of the Company including ensuring
that Management is pro-actively seeking to
build the business through innovation, initiative,
technology, new products and the development of
its business capital;
• Monitoring the performance of Management,
including the review and monitoring of compliance
with delegated authorities, and of regulatory
compliance;
ANNUAL REPORT
20
• Monitoring strategic, financial, social and
environmental performance;
• Appointing the CEO, setting the terms of the CEO’s
employment contract, including position description,
reviewing succession planning and where necessary,
terminating the CEO’s employment with the
Company;
• Deciding on whatever steps are necessary to protect
the Company’s financial position and the ability to
meet its debts and other obligations when they fall
due, and ensuring that such steps are taken;
• Ensuring that the Company’s financial statements are
true and fair and otherwise conform with law;
• Ensuring that information of sufficient content,
quality and timeliness, as the Board considers
necessary to enable it to discharge its duties, is
provided by Management;
• Ensuring that the Company adheres to high
standards of ethical and corporate behaviour;
• Ensuring that the Company has appropriate
management processes for defining risks and
analysing options to minimise, mitigate and manage
risks;
• Ensuring an appropriate capital structure such that it
supports the business strategy; and
• Ensuring that the Company communicates with its
shareholders and stakeholders in a timely manner.
The Board uses committees to address certain issues that
require detailed consideration by members of the Board
who have specialist knowledge and experience. The
Board retains ultimate responsibility for the functions of
its committees and determines their responsibilities.
The Board has a statutory obligation to reserve
responsibility for certain matters. It deals directly with
issues relating to the Company’s mission, appointments to
the Board, strategy, business and financial plans.
The Directors appoint a Chair from amongst the
non-executive members. A Deputy Chair may also be
appointed. The Board supports the separation of the role
of Chair and CEO. The Chair’s role is to provide leadership
and to manage the Board effectively. The Chair has
responsibility for:
• ensuring the integrity and effectiveness of the
governance process of the Board;
• representing the Board to the shareholders;
• maintaining regular dialogue with the CEO over all
operational matters; and
• for overseeing the annual work programme
The Chief Executive Officer is not a Director.
The Board regularly meet without the CEO being present
and has a practice of holding Director-only meetings
either prior to or following each Board meeting.
The Board receives reports from Management and
has access to all of the information necessary for it to
effectively discharge its duties.
Director Nomination and Appointment
The Board as a whole is involved with recommending
candidates to act as Directors to shareholders. When
considering candidates for nomination, the Board
will consider, amongst other things, the individual’s
experience, qualifications and skills in comparison to the
experience, qualifications and skills of other Directors,
whether that individual is “independent” and whether
that individual would be able to work effectively with
other Directors. A thorough check of the candidate and
their background is undertaken and shareholders are
provided with all material information that is relevant to
the decision on whether to elect or re-elect a Director.
The Board has the ability to appoint an individual to fill
a casual vacancy on the Board until the Company’s next
Annual Shareholder Meeting.
The procedures for the appointment and removal of
Directors are governed by the Company’s constitution
and the NZX Listing Rules.
The Board has determined that based on the Company’s
current size and stage of development that an optimal
number of directors is five. The number may increase to
six from time to time to allow for director succession.
Each year as part of the board’s annual review process
the capability mix is assessed to evolve in line with
Company’s future development and international
growth plan requirements.
BLIS TECHNOLOGIES LIMITED
21
The Board has determined that to operate effectively
and to meet its responsibilities it requires competencies
in disciplines including executive leadership and
strategy, governance, biotechnology IP development
and protection, international sales and marketing,
international supply chain and quality control, risk and
compliance, finance and capital markets.
The current mix of skills and experience is considered
appropriate for the responsibilities and requirements of
governing the Company. The Board looks to strengthen
its oversight of issues in all disciplines, as required, via
expert advice.
As at 31 March 2024, four of the five Directors on
the Board are independent. Director independence is
considered on a case-by-case basis (in accordance with
the NZX Listing Rules) and is monitored on an ongoing
basis.
Letter of Appointment
All new directors enter into a written agreement
with the Company setting out the terms of their
appointment.
Board of Directors
Director profiles are shown at pages 14 - 15 of this
report. The profiles include information on the year of
appointment, skills, experience and background of each
Director.
As at 31 March 2024 the Board comprises five directors.
Four are independent Directors and all are non-executive
members. Geoff Plunket is the Chair of Blis and is an
independent Director.
Barry Richardson is the Chair of the Audit and Risk
Committee. Alison Stewart is the Chair of the People and
Performance Committee. Aimee McCammon and Anita
Johansen are also Directors.
The roles of Board Chair, Audit and Risk Committee Chair
and CEO are not held by the same person.
The Board determines annually on a case-by-case basis
who, in its view, are Independent Directors. The
Board will consider all relevant circumstances when
determining independence. Under the NZX Listing
Rules, a Director is “Independent” when they are
not an employee of the Company and do not have
a ‘Disqualifying Relationship’ (as defined in the NZX
Listing Rules).
The Company does not require Directors to hold shares
in the Company but actively encourages them to do so.
Directors’ share interests are disclosed at pages 32 - 33.
The Board does not have a tenure policy however it
recognises that a regular refreshment programme
leads to the introduction of new perspectives, skills,
attributes and experience. Directors retire by rotation in
accordance with the NZX Listing Rules but are eligible
for re-election on retirement by rotation.
Director Period of Appointment
0-3 3-9 9 +
YEARS YEARS YEARS
Number of Directors 2 3 -
Interest Register
The Board maintains an interest register for the
Company. Any Director who is interested in a transaction
with the Company must immediately disclose to the
Board the nature, monetary value and extent of the
interest.
A Director who is interested in a transaction may
attend and participate at a Board meeting at which
the transaction is discussed but may not be counted in
the quorum for that meeting or vote in respect of the
transaction, unless it is one in respect of which Directors
are expressly required by the Companies Act 1993 to sign
a certificate.
Entries made in the interest register of the Company
for the year ended 31 March 2024 are included in the
Director Interests section on pages 32 - 33.
Diversity
Blis Technologies is committed to achieving a diverse
workforce and inclusive workplace practices in order to
harness the business benefits of diversity, further social
justice and comply with legislation. A Diversity and
Inclusion Policy has been adopted by the Board and is
available at the Investor Centre.
ANNUAL REPORT
22
Responsibility for workplace diversity and the setting of
measurable objectives is held by the Board.
The gender composition of Blis’ Directors, senior
managers and workforce was as follows:
31 MARCH 2024 31 MARCH 2023
POSITION FEMALE MALE FEMALE MALE
Director 3 (60%) 2 (40%) 2 (33%) 4 (67%)
Executives
*
1 (25%) 3 (75%) 1 (25%) 3 (75%)
Employees
**
16 (47%) 18 (53%) 16 (46%) 19 (54%)
*CEO and senior leadership team
**Includes Executives
Director Training
The Board ensures that there is appropriate training
available to all Directors to enable them to remain
current on how best to discharge their responsibilities
and keep up to date on changes and trends in areas
relevant to their work. Directors are regularly provided
with industry information and receive copies of
appropriate Company documents to enable them to
perform their role.
The Board also ensures that new Directors are
appropriately introduced to management and the
business.
Board Performance Evaluation
The Board regularly assesses its effectiveness in carrying
out its functions and responsibilities. The Chair of the
Board leads the review which considers the performance
of the Board as a whole, and of each of the Board
Committees, against their respective charters.
The Chair, on behalf of the Board, is responsible for
assessing the performance and contribution of individual
Directors. The assessment is undertaken regularly.
PRINCIPLE 3 - BOARD COMMITTEES
“The Board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.”
Board Committees
The Board has two formally constituted committees
– the Audit and Risk Committee and the People and
Performance Committee. Committee membership is
reviewed annually.
Each Committee has a written charter that is approved
by the Board and sets out its mandate. The charters
are reviewed annually with any proposed changes
recommended to the Board for approval.
Each Committee has an agreed annual work programme
that sets out matters to be addressed over the following
twelve month period. The Committees each review their
performance on an annual basis against the Committee
charter and work programme and report their findings
to the Board.
Attendance at Meetings
The table below sets out Director attendance at Board
and Committee meetings during the year ended 31
March 2024.
BOARD AUDIT & RISK
COMMITTEE
G Plunket 8 5
A McCammon 9 7
Dr B Richardson 9 7
Anita Johansen
*
1 -
Dr A Stewart 9 -
*Anita Johansen appointed 1 January 2024
Audit & Risk Committee
The Board has overall responsibility for the Company’s
system of internal financial control, risk management,
for liaising with the Company’s external auditors,
and for ensuring the integrity of the Company’s
financial reporting. The Board constantly monitors the
operational and financial aspects of the Company’s
activities and has established procedures and policies
that are designed to provide effective internal financial
control. Annual budgets and business plans are prepared
and agreed by the Board. Monthly management
accounts are prepared by Management and reviewed by
the Board throughout the year to monitor performance
against budget.
The Board has established an Audit and Risk Committee
to assist the Board in discharging its responsibilities
relative to financial reporting, related regulatory
conformance and liaising with the external auditors. The
terms of reference for the Audit and Risk Committee are
set out in its charter which is available in the Investor
Centre.
BLIS TECHNOLOGIES LIMITED
23
The Audit and Risk Committee is appointed by the Board
and must comprise three Directors, the majority of whom
are to be independent. The Chair of Audit and Risk
Committee must be an Independent Director and not the
Chair of the Board. The current members of the Audit and
Risk Committee are Barry Richardson (Chair), Geoff Plunket
and Aimee McCammon. All members are independent
directors.
The Board considers the recommendations of the Audit
and Risk Committee and advice of external auditors
and other external advisors on the operational and
financial risks that the Company faces. The Board ensures
that recommendations made by the Audit and Risk
Committee, external auditors and other external advisers
are investigated and, where considered necessary, action
is taken to ensure that the Company has an appropriate
internal control environment in place to manage the key
risks identified.
In addition, the Board investigates ways of enhancing
existing risk management strategies, including appropriate
segregation of duties and the employment and training of
suitably qualified and experienced personnel.
Given the size of the Company, an internal audit function
is not considered necessary.
The Audit and Risk Committee met on 7 occasions during
FY24. The agenda items for each meeting generally relate
to financial governance, external financial reporting,
external audit, internal control review, risk management,
compliance, and insurance.
Meeting Attendance
The CEO and CFO will normally be invited to attend
meetings.
People and Performance Committee
The Board has established a People and Performance
Committee which has responsibility for, amongst other
things, setting the remuneration policy for the CEO, CFO,
Chief Technology Officer, Chief Revenue Officer (the
Executive), and recommending and monitoring the level
and structure of remuneration for senior management.
The terms of reference for this committee are set out in its
charter which is available in the Investor Centre (www.blis.
co.nz/ investor-centre/charters-policies).
The People and Performance Committee is appointed
by the Board and must comprise three Directors, the
majority of whom are to be independent. The Chair of
the Board may serve on the committee. Members of the
People and Performance Committee are currently Alison
Stewart (Chair) and Geoff Plunket. The majority of
committee members are independent Directors.
Management only attends People and Performance
Committee meetings by invitation, as and when
appropriate and necessary.
The Board ensures that the recommendations made by
the People and Performance Committee are considered
and acted on accordingly.
Nomination Committee
Given the size and composition of the Board, the
Directors believe that there are no significant benefits in
delegating matters in relation to Board nominations and
all appointments are managed by the whole Board.
Disclosure Committee
The Board has established a Disclosure Committee to
oversee the Company’s compliance with its continuous
disclosure requirements under New Zealand law and the
NZX Listing Rules.
The Disclosure Committee comprises the Board Chair,
Chair of the Audit and Risk Committee, Chief Executive
Officer and Chief Financial Officer.
Committees
The Board has no Committees other than an Audit and
Risk Committee, People and Performance Committee
and Disclosure Committee.
Takeover Protocols
The Board has adopted a set of protocols to be followed
in the event of a takeover offer being made.
In the event of a takeover offer, a committee of
Independent Directors would be formed and would have
responsibility for managing the takeover in accordance
with the Board protocols and applicable laws, including
the New Zealand Takeovers Code.
ANNUAL REPORT
24
PRINCIPLE 4 – Reporting and Disclosure
“The Board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosure.”
Shareholder Communications and Market Disclosure
The Board is committed to keeping the financial products
markets informed of material information relating to
the Company and its shares and promoting investor
confidence by ensuring that trading of its equity securities
takes place in an efficient, well-informed market at all
times.
The Company has in place both a Market Disclosure Policy
and a Communications Policy designed to ensure this
occurs. The policies include procedures intended to ensure
that:
• the Company complies with its continuous disclosure
obligations; and
• timely, accurate and complete information is provided
to all shareholders and other market participants.
The policies also outline mandatory requirements and
responsibilities in relation to the identification, reporting,
review and disclosure of material information relevant to
the Company.
Accountability for compliance with disclosure obligations
is the responsibility of the CEO and CFO. The CFO has
been designated as the Disclosure Officer and has overall
management responsibility for ensuring all material
information is lodged with NZX.
These policies are available at the Investor Centre.
All non-promotional information intended to be made
public, whether or not it is believed to be material
information, must be reviewed by the Disclosure
Committee (comprising the Chair, Chair of the Audit
and Risk Committee, CEO and CFO) prior to release. The
Disclosure Committee also refers certain decisions to the
Board.
Directors consider at each Board meeting (and otherwise
as and when needed) whether there is any material
information which should be disclosed to the market.
Governance Policies and Charters
Key corporate governance documents, including charters
and policies, can be found at the Investor Centre: www.
blis.co.nz/ investor-centre/charters-policies.
Financial and Non-Financial Reporting
Blis is committed to ensuring integrity and timeliness in
its financial reporting and in providing information to
the market and shareholders which reflects a considered
view on its present and future prospects.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness, balance and timeliness
of financial statements. It reviews the Company’s
full and half-year financial statements and makes
recommendations to the Board concerning accounting
policies, areas of judgement, compliance with
accounting standards, NZX and legal requirements, and
the results of the external audit. All matters required
to be addressed and for which the Audit and Risk
Committee has responsibility were addressed during
FY24.
Blis has published its full and half-year financial
statements prepared in accordance with relevant
financial standards. The full year financial statements for
FY24 are set out on pages 36 - 71. The CEO and CFO have
confirmed in writing to the Board that the Company’s
external financial reports present a true and fair view in
all material aspects. These representations are given on
the basis that a sound system of internal controls and
risk management is operating effectively in all material
respects in relation to financial reporting.
In addition to releasing the full and half-year results
Blis provides an update on financial and non-financial
performance for the first and third quarters. Revenue
and EBITDA for the quarter and year to date, general
commentary on market conditions and an update on
guidance is given.
The Board does not believe that the Company has any
material exposure to economic, environmental or social
sustainability risks that are not appropriately managed.
The material risks which may impact the Company’s
ability to achieve its strategic objectives and secure its
future financial prospects, are managed through the
strategic planning process.
BLIS TECHNOLOGIES LIMITED
25
Work continues on suitable sustainability-reporting
framework. The project involves preparing a series of
financial and non-financial targets for reporting on
regularly. An overview of the Company’s sustainability
programme is set out on page 12.
PRINCIPLE 5 - Remuneration
“The remuneration of Directors and Executives
should be transparent, fair and reasonable.”
Remuneration Report
The People and Performance Committee is responsible
for making recommendations to the Board on
remuneration policies and packages for Directors as well
as the Executives.
The Company’s remuneration philosophy is aimed at
attracting, retaining and motivating employees of the
highest quality at all levels of the organisation. It is
based on practical, guiding principles and a framework
that provides consistency, fairness and transparency
while having regard to the risk appetite of the Company
and alignment to its long-term strategic goals.
All remuneration packages are reviewed annually in the
context of individual and Company performance, market
movements and expert advice.
Non-executive Directors
The structure of non-executive Director remuneration is
separate and distinct from the remuneration of the CEO
and other executives.
The Board seeks to set aggregate remuneration for
non-executive Directors at a level which provides the
Company with the ability to attract and retain Directors
of the highest calibre, whilst incurring a cost which is
acceptable to shareholders.
No remuneration is payable to Directors unless it is
approved by the Company’s shareholders, or permitted
under the NZX Listing Rules in the event of an increase
in the total number of Directors.
The NZX Listing Rules specify that shareholders can
approve a per Director remuneration amount or an
aggregate Directors’ fee pool. The Board has adopted
a remuneration pool approach, as referred to in NZX
Guidance Note - Governance. Shareholders approved
an aggregate remuneration pool for non-executive
Directors of $309,000 per annum in August 2020.
Within the fee pool available, the Board reviews its
fees annually to ensure the Company’s non-executive
Directors are fairly remunerated for their services,
recognising the level of skill and experience required
to fulfil the role, and to enable the Company to attract
and retain talented non-executive Directors. The
process involves benchmarking against a group of peer
companies.
In addition, the Board reviews the People and
Performance Committee structure and appropriate
level of resourcing required to make an on-going
contribution to long term value creation. Non-executive
Directors have no entitlement to any performance-
based remuneration or participation in any share-based
incentive schemes.
Each non-executive Director is entitled to a fee for
services as a Director of the Company and an additional
fee is also paid to the Chair, and members of the
Board Committees to recognise the additional time
commitment required for that role. All Directors are
entitled to be reimbursed for reasonable costs associated
with carrying out their duties.
For the period 1 April 2023 to 31 August 2023 the
allocation of the fee pool was as follows:
AUDIT REMU-
AND RISK NERATION
BOARD COMMITTEE COMMITTEE
Chair $85,000 $10,000 $7,000
Deputy Chair $55,000 N/A N/A
Member $45,000 $7,000 $3,000
For the period 1 September 2023 to 31 March 2024 the
allocation of the fee pool was as follows:
AUDIT REMU-
AND RISK NERATION
BOARD COMMITTEE COMMITTEE
Chair $85,000 $10,000 $7,000
Member $49,000 $7,000 $3,000
Non-executive Directors are encouraged to be
shareholders, but are not required to hold shares in the
Company.
ANNUAL REPORT
26
Fees payable to the non-executive Directors of the
Company for the period 1 April 2023 to 31 March 2024
were as follows:
AUDIT REMU-
AND RISK NERATION
BOARD COMMITTEE COMMITTEE TOTAL
G Plunket 75,333 - - $75,333
A Balfour
*
22,917 - 1,250 $24,167
Dr J Andreas
**
35,083 - 1,000 $36,083
A McCammon 57,000 5,250 - $62,250
Dr B Richardson 47,333 10,000 - $57,333
Dr A Stewart 47,333 - 7,000 $54,333
Anita Johansen
***
- - - -
*
A Balfour retired August 2023
**
Dr J Andreas resigned December 2023
***
A Johansen appointed January 2024. She has elected not
to receive Directors fees for the FY24 year
Remuneration of the CEO and Employees
The Company is committed to providing a remuneration
framework that promotes a high-performance culture
and aligns rewards to the creation of sustainable value
for shareholders. The underlying principle is to reward
employees for Company and business unit performance
against targets set by reference to appropriate
benchmarks and key performance indicators and to:
• Align their interests with those of shareholders; and
• Ensure total remuneration is competitive by market
standards.
Total remuneration is made up of fixed remuneration, a
short term incentive (STI) and a long term incentive (LTI).
Fixed remuneration includes all benefits, allowances and
deductions.
The STI and LTI performance incentives are “at-risk”
and are directly linked to both the performance of the
Company and to each individual’s performance while
promoting the Company’s long-term success.
The total remuneration earned by the Executive is set
out in note 5 to the financial statements.
(i) Fixed annual remuneration
Remuneration levels are reviewed annually to ensure
that they are appropriate for the responsibility,
qualifications and experience of the Executives and are
competitive with the market.
The Executives receive their fixed annual remuneration
in cash and a limited range of prescribed fringe
benefits such as superannuation, motor vehicle and
health insurance. The total employment cost of any
remuneration package, including fringe benefit tax, is
taken into account in determining an employee’s fixed
annual remuneration.
For the financial year ended 31 March 2024, the CEO’s
received a combined $540,782 (2023: $338,863) in fixed
annual remuneration.
(ii) Variable remuneration – STI Scheme
The objective of the STI Scheme is to link the
achievement of the annual financial and operational
targets with the remuneration received by the
Executives charged with meeting those targets. The
total potential remuneration under the STI Scheme is
set with a maximum of 30% for the CEO and 20% for
other Executives of fixed annual remuneration so as to
provide sufficient incentive to the Executive to achieve
the targets such that the cost of the Company is flexible
and in line with the trading outcome for the year.
Actual STI Scheme payments granted to the CEO and
each nominated Executive depend on the extent to
which specific targets, set at the beginning of each
year, are met. The targets may include a weighted
combination of Company, Departmental, Financial and
Non-Financial.
In determining the amount to be allocated the Board
considers the performance against the targets.
For the financial year ended 31 March 2024 there were
four nominated executives in the STI scheme (31 March
2023: four).
STI Scheme payments relating to the financial year
ended 31 March 2024 are delivered as a taxable cash
bonus and are payable on completion of the annual
audited financial statements. The total accrual for
FY24 for all nominated executives in the STI Scheme is
$210,000 (FY23: $250,000). The actual amount paid for
FY24 was $242,000 (FY23: nil).
In addition to the STI Scheme, the Board reserves the
ability to pay ad hoc bonus payments to any employee,
again directly related with the trading outcome.
BLIS TECHNOLOGIES LIMITED
27
(iii) Variable remuneration – LTI Scheme
The objective of the LTI Scheme is to align the Executive
with shareholder interests over the longer term, and
provide a longer term employee retention benefit.
The Company did not grant performance share rights
(PSRs) to the Executive in the 2024 financial year. The
previous PSR issue occurred on 10 September 2021. Details
of the performance criteria are detailed in note 5 to the
financial statements.
CEO Remuneration
TAXABLE
CEO SALARY BENEFITS
*
STI
**
LTI TOTAL
FY24
S Johnson 74,328 44,170 - - 118,498
(15 January 2024 - 31 March 2024)
B Watson 405,662 16,622 148,394 - 570,678
(1 April 2023 - 5 January 2024)
FY23
B Watson 328,993 9,870 - - 338,863
*Includes the value of benefits including health care,
superannuation, travel and low interest loan.
** Includes STI payments for both FY23 and FY24
Total remuneration paid is fixed remuneration and any
STI Scheme payment physically received during the year.
Performance based payments are paid in the following
year.
The CEO’s STI scheme payment for FY24 comprises several
financial and non-financial performance measures.
Overall, the STI is set at 30% of fixed remuneration.
A breakdown of the STI components follows:
PERFORMANCE MEASURES PERCENT
ACHIEVED
50% based on financial revenue
and profitability targets FY23 100% Achieved
50% based on non-financial
targets FY23 50% Achieved
Employee Remuneration
The number of employees of the Company (including
former employees) who received remuneration and
other benefits in excess of $100,000 in the period 1 April
2023 to 31 March 2024 are shown below:
REMUNERATION NUMBER OF EMPLOYEES
BANDING FY24 FY23
100,001 – 110,000 1 3
110,001 – 120,000 3 2
120,001 – 130,000 1 2
130,001 – 140,000 3 -
140,001 – 150,000 - 1
150,001 – 160,000 1 -
170,000 – 180,000 1 1
180,001 – 190,000 - -
190,000 – 200,000 - 1
200,001 – 210,000 1 1
210,000 - 220,000 1 -
220,001 – 230,000 - 1
240,001 – 250,000 1 -
260,001 – 270,000 1 -
330,001 – 340,000 - 1
570,001 – 580,000 1 -
PRINCIPLE 6 – Risk Management
“Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The Board should regularly verify
that the issuer has appropriate processes that
identify and manage potential and material risks.”
Risk Management Framework
Blis operates in an environment that contains
operational and strategic risks. Risks are actively
managed to ensure Blis operates a safe workplace and is
able to sustain the achievement of its business objectives
while at the same time accepting an appropriate
level of commercial risk that is consistent with desired
profitability.
The Board is responsible for ensuring that key business
and financial risks are identified, and that appropriate
controls and procedures are in place to effectively
manage those risks.
ANNUAL REPORT
28
The Audit and Risk Committee has overall responsibility
for ensuring that Company’s risk management
framework is appropriate and that risks are identified,
considered and managed. Risk management is a
standing item on the agenda for Audit and Risk
Committee meetings.
A Risk Management Policy provides guidance on the
Board’s approach to risk management. The objectives of
the Risk Management Policy are:
• To allow Blis to pursue opportunities that involve
risk in an informed manner, so as to meet the
expectations of stakeholders;
• To enable full and due consideration to be given
to the balance of risk and reward in pursuing the
achievement of Blis’ business objectives;
• To apply risk management practices to enhance
strategic, tactical and operational decision making;
and
• To ensure that Blis operates in a sustainable manner.
The policy is available at the Investor Centre.
Insurance
In managing the Company’s business risks, the Board
approves and monitors policy and procedures in areas
such as treasury management, financial performance,
taxation and delegated authorities. Blis has insurance
policies in place covering most areas where risk to its
assets and business can be insured at a reasonable cost.
Product Quality and Safety
Ensuring the safety and quality of our products is a key
priority. We establish processes that effectively manage
risk and drive continuous improvement in product
quality throughout the product production cycle.
We have introduced proactive quality control
mechanisms within our manufacturing operations.
Through the use of data collection and statistical
analysis, we are improving the control of our
manufacturing processes, with the aim of being able
to intervene and correct a process prior to product
quality being compromised. This approach is providing
further assurance that our customers receive high quality
products that are safe and effective.
Health, Safety and Wellbeing
Overall responsibility for health and safety, specifically for
setting of high-level strategy and policy, resides with the
Board which is committed to continuous improvement and
progressively higher standards of work health and safety for
the benefit of all employees and others who work in, use or
visit the Company’s workplace.
The principles of the health and safety framework are to:
• Understand and comply with all applicable health and
safety legislation and regulations;
• Establish objectives and management systems consistent
with health and safety best practice; and
• Ensure all officers and workers engage in creating a
positive workplace culture to support health, safety and
wellbeing.
The Executive are responsible for implementation of the
health and safety framework and will:
• Determine and implement business and action plans to
give effect to Board strategy;
• Acquire and maintain good understating of health,
safety and wellbeing matters;
• Be responsible and accountable for health and safety
compliance;
• Promote and role-model high workplace health, safety
and wellbeing standards; and
• Ensure business objectives are complementary to health,
safety and wellbeing objectives.
Management reports to the Board include the following
lead and lag indicators - H&S Committee minutes, monthly
hazard assessment, incidents & accidents (including near miss
incidents), good news stories, achievements and training
activities.
No lost time injuries, injuries resulting in workers being
unable to perform normal duties at next shift, have occurred
over the last five years.
Material Business Risks Mitigation
After completing the risk management processes outlined
above, the following key business and financial risks have
been identified.
BLIS TECHNOLOGIES LIMITED
29
AREAPRINCIPAL RISKSTRATEGIES TO MITIGATE
Product
quality and
customer
safety
Customer harm caused as a
result of using Blis products
Our production facility operates under a Food Control Plan which
requires high standards and procedures to ensure quality and safety
from our production. We work with our suppliers and contract
manufacturers to ensure high standards are adhered to. Our company
values also include a focus on high quality standards across our
business.
Market accessLoss of regulatory approval to
market and sell Blis products
in certain countries. The
requirements and regulations
for the use of probiotics is
constantly being tightened.
Blis has robust regulatory affairs processes for obtaining and
maintaining product licenses, as well as a quality management system
that ensures compliance with applicable regulatory requirements. This
includes engaging regulatory advice covering different geographical
areas to ensure that the Company has the right expertise for the
current market and thus customer needs.
Health and
safety
Failure to manage the health,
safety and wellbeing of the
Company’s people in the
workplace leads to work
related injuries.
The Company contracts an independent accredited Workplace Health
and Safety expert to support internal practices and processes. This
includes an annual review. Ongoing work is performed to engage
employees in the development of good working practices and develop
risk management plans to improve safety.
Health, safety and wellbeing metrics reported regularly to the Board.
Intellectual
Property
Intellectual property rights held
by the Company do not provide
adequate protection against
infringement and competition.
A comprehensive patent portfolio across our products is held and
maintained. These are complemented by trademarks, trade secrets
and specialist know how. Market searches undertaken in product
development phase of product design. Competitor patent filings are
actively monitored.
Blis collaborates with external parties that helps manage, review,
monitor and protect against the intellectual property.
Business
continuity
Loss of continuity and quality of
supply due to an interruption in
production.
We actively monitor the quality of raw materials, end products,
production processes and systems. Business impact analysis is used to
identify, understand and quantify the impact of a material disruption
to a key facility, location, supplier or business process.
Technology and know-how for future production of both BLIS K12™
and BLIS M18 ™ is transferred to an offshore fermentation supplier
which ensures production can be continued in the event of a failure at
our New Zealand based supplier.
Cyber security
and data
protection
Cyber attack attempts to breach
the IT environment that limit
its availability or causes a data
breach could disrupt operation
and have an adverse impact on
the Company’s earnings and
financial position.
Continue to improve cyber security systems and protections, including
engagement of specialized third parties to assist with monitoring,
classification and restriction of access to sensitive information,
conducting cyber security audits, implementing more sophisticated
cyber tracking and monitoring tools.
On-going activity to improve cyber awareness to ensure that
employees are a key part of cyber defence.
Competitor
activity
Increasing demand for probiotics
may see greater pricing
competition from established
and new competitors.
Competition may also come
from other products with
similar health benefits.
The Company’s market position is based on a reputation for quality
and scientific support for our unique strains. Innovation and
development complement this market position.
We are focused on building a strong and loyal customer base with
recurrent purchasing through an excellent customer experience.
Key
individuals
and
employees
The Company is unable to
retain its key staff, thus losing
significant knowledge and
expertise, and is unable to hire
employees with the required
skills.
Blis attaches great importance on creating a good physical and mental
work environment for all employees. By implementing a healthy,
inclusive, and stimulating corporate culture, Blis protects its brand as
an employer.
Blis regularly conducts employee surveys where improvement
proposals in the workplace are addressed. Personal development plans
are completed and monitored on a regular basis.
ANNUAL REPORT
30
PRINCIPLE 7 - Auditors
“The Board should ensure the quality and
independence of the external audit process.”
External Auditor
Oversight of the Company’s external audit arrangements
to safeguard the integrity of financial reporting is the
responsibility of the Audit and Risk Committee.
Blis maintains an Auditor Independence Policy to
ensure that audit independence is maintained, both in
fact and appearance. The quality of the audit opinion
is considered to be paramount. Accordingly, any
compromises to auditor objectivity and independence
that are considered to exist require appropriate
safeguards to eliminate or reduce the risk of compromise
to an acceptable level.
Blis has adopted the following requirements in relation
to auditor independence:
• the Blis auditor is required to comply with relevant
independence requirements promulgated by the
Financial Markets Authority and other governing
bodies;
• the Audit and Risk Committee must approve the
appointment of the auditor to provide any non-
audit services to the Company or its subsidiaries;
• the auditor is required to report to the Audit and
Risk Committee annually on matters pertaining to
their independence; and
• the external auditor attends the Company’s annual
meeting each year to answer questions from
shareholders in relation to the audit.
Internal Audit
The Company does not have a formal internal audit
function, however it does have internal processes and
controls that are considered to be appropriate for the
size and complexity of the organisation. The Audit
and Risk Committee carefully considers the auditor’s
management report which lists its key findings and
recommendations about significant matters arising from
the audit.
PRINCIPLE 8 – SHAREHOLDER RELATIONS
“The Board should respect the rights of
shareholders and foster relationships with
shareholders that encourage them to engage with
the issuer.”
Shareholder Rights and Relations
The Company is committed to regularly communicating
with shareholders and other stakeholders in a timely,
accurate and clear manner with respect to both
procedural matters and major issues affecting the
Company.
To achieve this, the Company communicates through a
range of forums and publications. Annual reports, NZX
releases, governance policies and charters, and a variety
of corporate information is available at the Investor
Centre.
Each shareholder is entitled to receive a hard copy of
each annual report on request.
Documents relating to annual shareholder meetings are
available at the Investor Centre.
Annual shareholder meetings to date have been held at
a venue in Dunedin, reflecting the head office location
for the Company, as well as being live streamed to
shareholders joining online.
The speeches and slides are lodged with NZX at the
commencement of the meeting. Shareholders may
raise matters for discussion at the annual shareholder
meeting either in person or by emailing the Company
with a question to be asked.
Electronic Communications
Shareholders have the option of receiving their
communications electronically. Contact details for the
Company’s head office are available on the Blis website.
Major Decisions
The Directors’ commitment to timely and balanced
disclosure is set out in its Continuous Disclosure Policy
and Communications Policy. The commitments include
advising shareholders on any major decisions. Where
voting on a matter is required, the Board encourages
BLIS TECHNOLOGIES LIMITED
31
investors to attend the meeting or to send in a proxy
vote. Online voting is made available for annual
shareholder meetings.
Equity Issues
In the event of a capital raising, the Board will carefully
consider and, where practical, will favour an offer of
shares to existing shareholders on a pro-rata basis and
on no less favourable terms before offering shares to
other investors.
Dividend Policy
Under the current strategy of full reinvestment into
growth and pipeline development, no dividend has been
declared.
Notice of Meeting
The Notice of Meeting will be lodged with NZX at
least 20 working days prior to the annual shareholder
meeting and will be available in the Investor Centre.
ANNUAL REPORT
32
DIRECTORS’ SHAREHOLDINGS
The following table sets out, for the purposes of the disclosures required under Listing Rule 3.7.1 (d) of the NZX Listing
Rules, the relevant interests of Directors and associated persons of the Directors in equity securities of the Company as at
31 March 2024:
NAME OF DIRECTOR NUMBER OF EQUITY SECURITIES IN WHICH A RELEVANT INTEREST IS HELD BY A DIRECTOR
G Plunket Ordinary 800,000 (a)
A McCammon - -
Dr B Richardson Ordinary 17,903,625 (b)
Dr A Stewart Ordinary 350,000 (c)
A Johansen Non-beneficial interest 166,148,034 (d)
Note that particular shareholdings can appear under more than one director.
(a) The number of equity securities in which Mr G Plunket holds a relevant interest includes 800,000 ordinary shares
held by Mr G Plunket personally.
(b) The number of equity securities in which Dr B Richardson holds a relevant interest includes 17,903,625 ordinary
shares held by Dr B Richardson and Mrs JV Richardson
(c) The number of equity securities in which Dr A Stewart holds a relevant interest includes 350,000 ordinary shares held
by Custodial Services Limited.
(d) The non-beneficially held shares of A Johansen are in her capacity as CEO of Probi AB, a substantial product holder
of the Company.
DIRECTOR’S SHARE DEALINGS
No Directors (or associated entities in which the Directors have relevant interests) acquired or disposed of equity
securities in the Group during the year ended 31 March 2024 as entered in the interests register of the Company.
DIRECTORS’
INTERESTS
BLIS TECHNOLOGIES LIMITED
33
DISCLOSURES OF INTEREST BY DIRECTORS
NAME OF DIRECTOR ORGANISATION ACTIVE INTERESTS
G Plunket Orokonui Foundation Trust Trustee
Orokonui Ecosanctuary Limited Director
Otago Natural History Trust Trustee
Port of Auckland Limited Director
A McCammon Pic’s Peanut Butter Chief Executive/Shareholder
Scarborough Wright Trustee Limited Director
Dr B Richardson CertusBio Limited Director/Shareholder
Zircon Services Limited Director/Shareholder
Otago Classic Spares Limited Director/Shareholder
Dr A Stewart Arable Food Industry Council Executive Committee Member
Foundation for Arable Research Chief Executive
GIA Brown Marmorated Stink Bug Council Council Member
GIA Plant Biosecurity Council Governance Group Member
MBIE Tissue Culture Partnership Chair Governance Group
MPI A Lighter Touch SFFF Governance Group Member
Seed & Grain Readiness & Response Chair Governance Group
Seed Industry Research Centre Advisory Board Member
Vegetable Research & Innovation Governance Group Member
A Johansen Probi AB Chief Executive
International Probiotics Association Director
International Probiotics Association Europe Director
USE OF COMPANY INFORMATION
There were no notices from Directors regarding the use of Company information.
INDEMNITIES AND INSURANCE
Pursuant to s162 of the Companies Act 1993 and the Company’s Constitution, the Company has entered into deeds of
access, insurance and indemnity, with the directors of the Group to indemnify them to the maximum extent permitted by
law, against all liabilities which they may incur in the performance of their duties as directors of any company within the
Group. Insurance cover extends to directors and officers for the expenses of defending legal proceedings and the cost of
damages incurred. Specifically excluded are proven criminal liability and fines and penalties other than those pecuniary
penalties which are legally insurable. In accordance with commercial practice, the insurance contract prohibits further
disclosure of the terms of the policy. All Directors who voted in favour of authorising the insurance certified that in their
opinion, the cost of the insurance is fair to the Company.
DONATIONS
There were no donations made by the Company during the year ended 31 March 2024 (2023: Nil).
ANNUAL REPORT
34
DIRECTORS’
RESPONSIBILITY
STATEMENT
The Directors of Blis Technologies Limited are pleased to present to shareholders the financial statements for the Group
for the year ended 31 March 2024.
The Directors are responsible for presenting financial statements in accordance with New Zealand law and generally
accepted accounting practice, which fairly presents the financial position of the Group as at 31 March 2024 and the
results of its operations and cash flows for the year ended on that date.
The Directors consider the financial statements of the Group have been prepared using accounting policies which
have been consistently applied and supported by reasonable judgements and estimates and that all relevant financial
reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance of the financial statements with the
Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent and
detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide a
reasonable assurance as to the integrity and reliability of the financial statements.
The Financial Statements are signed on behalf of the Board by:
Geoff Plunket Barry Richardson
Chair Director
23 May 2024 23 May 2024
BLIS TECHNOLOGIES LIMITED
35
2024 2023 2022 2021 2020
($000) ($000) ($000) ($000) ($000)
Revenue 11,526 10,235 8,965 10,613 10,642
Earnings before interest, tax, depreciation,
amortisation and impairment (EBITDA) 799 (617) (2,061) 975 2,119
Depreciation and amortisation 528 570 654 406 513
Net interest (revenue) / expense (375) (173) (8) 5 4
Net profit (loss) after tax (NPAT) 646 (1,350) (2,707) 564 1,602
Net debt - - 35 83 128
Shareholder’s equity 11,488 10,836 12,149 5,662 5,056
Total assets 12,933 12,809 14,141 7,806 7,058
Current assets 10,951 10,864 11,451 5,146 5,746
Current liabilities 1,233 1,583 1,478 1,812 1,642
Working capital 9,718 9,281 9,973 3,334 4,104
Net tangible assets (NTA)
1
10,009 9,361 9,999 3,473 4,311
Cash generated from operations 1,055 106 (2,305) 589 3,197
Number of shares on issue (‘000) 1,279,302 1,273,802 1,273,802 1,107,654 1,107,654
Earnings per share (EPS) – basic (cents) 0.05 (0.11) (0.22) 0.05 0.14
Share price at 31 March 0.02 0.03 0.04 0.06 0.06
NTA per share (cents) 0.78 0.73 0.78 0.31 0.39
Cash conversion ratio
2
132.1% (17.1%) 111.8% 60.3% 150.9%
Return on shareholders’ equity
3
5.6% (12.5%) (22.3%) 10.0% 31.7%
Return on assets
4
2.3% (13.1%) (24.7%) 7.7% 26.2%
Gearing ratio
5
(0.0%) (0.0%) 0.3% 1.4% 2.5%
EBIT to revenue ratio 2.4% (14.9%) (30.3%) 5.4% 15.1%
Current assets to current liabilities (times) 8.9 6.9 7.7 2.8 3.5
% CHANGE ON PRIOR YEAR
Revenue 12.6% 14.2% (15.5%) (30.0%) 29.2%
EBITDA 229.5% 70.1% (311.4%) (54.0%) 129.8%
NPAT 147.9% 50.1% (580.0%) (64.8%) 320.5%
EPS 146.1% 51.8% (540.2%) (64.8%) 320.5%
1. Calculated as Net Assets less right of use assets and finite life intangible assets.
2. Calculated as cash generated from operations divided by EBITDA.
3. Calculated as net profit after tax divided by closing shareholders’ equity.
4. Calculated as EBIT divided by average total assets (average based on past 3 years).
5. Gearing ratio is calculated as net debt divided by the sum of net debt and shareholders’ equity.
FIVE YEAR TREND
ANNUAL REPORT
36
FINANCIAL
STATEMENTS
2024
BLIS TECHNOLOGIES LIMITED
37
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
2024 2023
NOTES $’000 $’000
REVENUES
Revenue 2 (a) 11,526 10,235
Other income 2 (b) 447 255
Total Revenue and Other Income 11,973 10,490
EXPENSES
Distribution expenses 267 236
Marketing expenses 1,289 1,329
Occupancy expenses 101 117
Employee benefits 4,219 4,099
Raw materials and consumables 2,250 2,188
Operating expenses 3,120 3,836
Finance expenses 31 35
Total Expenses 2 (c) 11,277 11,840
SURPLUS / (DEFICIT) BEFORE TAX 696 (1,350)
Income tax expense 3 50 -
SURPLUS / (DEFICIT) FOR THE PERIOD 646 (1,350)
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME / (LOSS) 646 (1,350)
Earnings / (deficit) per Share:
Basic (cents per ordinary share) 15 0.05 (0.11)
Diluted (cents per ordinary share) 15 0.05 (0.11)
The above consolidated statements should be read in conjunction with the accompanying notes on pages 42 to 71.
ANNUAL REPORT
38
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
SHARE BASED
RETAINED PAYMENT TOTAL
SHARE EARNINGS/ EQUITY ATTRIBUTABLE
NOTES CAPITAL (DEFICIT) RESERVE TO GROUP
$’000 $’000 $’000 $’000
OPENING EQUITY – 1 APRIL 2022 46,649 (34,537) 37 12,149
Surplus / (deficit) for the year - (1,350) - (1,350)
Other comprehensive income - - - -
Total comprehensive Income - (1,350) - (1,350)
Equity contributions and distributions
Employee performance rights
plan reserve 16 - - 37 37
- - 37 37
CLOSING EQUITY – 31 MARCH 2023 46,649 (35,887) 74 10,836
OPENING EQUITY – 1 APRIL 2023 46,649 (35,887) 74 10,836
Surplus / (deficit) for the year - 646 - 646
Other comprehensive income - - - -
Total comprehensive Income - 646 - 646
Equity contributions and distributions
CEO share option equity reserve 15,16 - - 38 38
Employee performance rights
plan reserve 16 - - (32) (32)
- - 6 6
CLOSING EQUITY – 31 MARCH 2024 46,649 (35,241) 80 11,488
The above consolidated statements should be read in conjunction with the accompanying notes on pages 42 to 71.
BLIS TECHNOLOGIES LIMITED
39
CONSOLIDATED
BALANCE SHEET
AS AT 31 MARCH 2024
2024 2023
NOTES $’000 $’000
ASSETS
Current Assets
Cash and cash equivalents 6 4,272 4,272
Short term deposits 6 4,250 4,000
Trade and other receivables 7 1,297 1,444
Prepayments 338 339
Inventory 8 719 734
NZX Bond 6 75 75
TOTAL CURRENT ASSETS 10,951 10,864
NON CURRENT ASSETS
Property, plant and equipment 9 502 470
Finite life intangible assets 10 1,122 889
Right-of-use assets 11 358 586
TOTAL NON CURRENT ASSETS 1,982 1,945
TOTAL ASSETS 12,933 12,809
Continued overleaf / >>
The above consolidated statements should be read in conjunction with the accompanying notes on pages 42 to 71.
ANNUAL REPORT
40
2024 2023
NOTES $’000 $’000
LIABILITIES
Less Current Liabilities
Trade and other payables 12 1,021 1,353
Current borrowings 13 - -
Lease liabilities 11 177 229
Foreign exchange contracts 22 (e) 35 1
TOTAL CURRENT LIABILITIES 1,233 1,583
Non Current Liabilities
Lease liabilities 11 212 390
TOTAL NON CURRENT LIABILITIES 212 390
TOTAL LIABILITIES 1,445 1,973
NET ASSETS 11,488 10,836
OWNERS EQUITY
Share capital 15 46,649 46,649
Retained earnings / (deficits) (35,241) (35,887)
Share based payment equity reserves 16 80 74
TOTAL EQUITY 11,488 10,836
CONSOLIDATED
BALANCE SHEET CONTINUED
AS AT 31 MARCH 2024
Geoff Plunket Barry Richardson
Chair Director
These financial statements have been authorised for issue on 23 May 2024.
The above consolidated statements should be read in conjunction with the accompanying notes on pages 42 to 71.
BLIS TECHNOLOGIES LIMITED
41
The above consolidated statements should be read in conjunction with the accompanying notes on pages 42 to 71.
CONSOLIDATED
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 MARCH 2024
2024 2023
NOTES $’000 $’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from / (applied to):
Receipts from customers 11,731 10,603
Interest received 399 217
Payments to suppliers and employees (11,044) (10,680)
Finance costs (31) (34)
Net cash inflow / (outflow) from operating activities 21 1,055 106
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from / (applied to):
Purchase of short term deposits 6 (250) (4,000)
Purchase of intangible assets 10 (420) (47)
Purchase of property, plant and equipment 9 (149) (50)
Net cash inflow / (outflow) from investing activities (819) (4,097)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from / (applied to):
Repayment of borrowings - (37)
Repayment of lease liabilities 11 (224) (238)
Net cash inflow / (outflow) from financing activities (224) (275)
Net Increase / (Decrease) in cash held 12 (4,266)
Add cash and cash equivalents at start of period 4,272 8,519
Foreign exchange differences (12) 19
Balance at end of period 4,272 4,272
COMPRISED OF:
Cash and cash equivalents 4,272 4,272
4,272 4,272
ANNUAL REPORT
42
1. BASIS OF REPORTING
Reporting entity
The consolidated financial statements presented are
those of Blis Technologies Limited (the “Company”)
and its subsidiary Blis Functional Foods Limited (the
“Group”).
The Group’s principal activity is developing healthcare
products based on strains of bacteria that produce
bacteriocin activity for sale in New Zealand and overseas.
Statutory Base
The Company is a profit-oriented entity, domiciled in
New Zealand, registered under the Companies Act 1993
and listed on the New Zealand Stock Exchange. The
Company is an FMC reporting entity under the Financial
Markets Conduct Act 2013. The financial statements
have been prepared in line with the requirements of
these Acts and the Financial Reporting Act 2013.
Basis of Preparation
The financial statements have been prepared in
accordance with New Zealand Generally Accepted
Accounting Practice (“NZ GAAP”). They comply with the
New Zealand Equivalents to IFRS Accounting Standards
(“NZ IFRS”) and other applicable financial reporting
standards as appropriate for profit-oriented entities.
The financial statements comply with IFRS Accounting
Standards (“IFRS”).
The Financial Statements were authorised for issue by
the Board of Directors on 23 May 2024.
Basis of Measurement
The financial statements have been prepared on the
historical cost basis, except for the derivative financial
instruments that are measured at fair value at the end
of each reporting period as explained in the relevant
accounting policies.
Historical cost is based on the fair values of the
consideration given in exchange for assets.
Accounting policies are selected and applied in a manner
which ensures that the resulting financial information
satisfies the concepts of relevance and reliability,
thereby ensuring that the substance of the underlying
transactions or other events is reported.
Unless otherwise stated the accounting policies set out
below have been applied in preparing the consolidated
financial statements for the year ended 31 March 2024
and 31 March 2023.
The financial statements are presented in thousands
of New Zealand dollars. The New Zealand dollar is the
Group’s functional currency.
Critical Judgements, Estimates and Assumptions
In the application of NZ IFRS, the Directors are required
to make judgements, estimates and assumptions about
carrying values of assets and liabilities that are not
readily apparent from other sources. The estimates
and associated assumptions are based on historical
experience and various other factors that are believed
to be reasonable under the circumstance, the results of
which form the basis of making the judgements. Actual
results may differ from these estimates.
NOTES TO AND FORMING
PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
BLIS TECHNOLOGIES LIMITED
43
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised if the revision affects only that period or in the
period of the revision and future periods if the revision
affects both current and future periods.
Judgements made by the Directors in the application
of NZ IFRS that have significant effects on the financial
statements and estimates with a significant risk of
material adjustments in the next year include:
• Assessing the point at which a project has moved
from the research phase to the development phase
and which costs may be capitalised as internally
generated intangible assets. Refer to note 10 for
further information.
• The Group determines whether finite life
intangibles are impaired at least on an annual basis,
or more frequently when there are indicators of
impairment. Determining the recoverable amounts
of intangible assets requires judgement in relation
to the effects of uncertain future events at balance
date. Assumptions are required with respect to
future cash flows and discount rates used. Refer
note 10 for sensitivities and assumptions used.
• The determination of separate performance
obligations for the recognition of revenue. Refer to
note 2 for further information
• Tax Losses - The recognition of a deferred tax asset
arising from prior year tax losses and temporary
differences is dependent on generating future
taxable profits.
No deferred tax asset has been recognised as at
31 March 2024 but this position will be reviewed
in future periods as the Company demonstrates a
consistent track record of profitable Group results.
The Group’s ability to utilise tax losses is explained
in note 3.
Material Accounting Policies
The principal accounting policies applied in the
preparation and presentation of the financial statements
are set out below or in the notes with the item to
which they relate, where policies are specific to certain
transactions or balances.
These policies have been consistently applied unless
otherwise stated.
Basis of Consolidation
The Group financial statements incorporate the financial
statements of the Company and all entities controlled by
the Company (its subsidiaries) that comprise the Group,
being Blis Technologies Limited (the parent entity) and
its subsidiary Blis Functional Foods Limited. Control
is obtained when the Company has power over the
investee, is exposed to or has rights to variable returns
from its investment, and has the ability to use its power
to affect returns. Consistent accounting policies are
employed in the preparation and presentation of the
group financial statements.
The results of subsidiaries acquired or disposed of during
the year are included in the Consolidated Statement
of Comprehensive Income from the effective date of
acquisition or up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting
policies into line with those used by the Group.
All intra-group transactions, balances, income and
expenses are eliminated in full on consolidation.
Foreign Exchange
In the course of normal trading activities, the Group
undertakes transactions denominated in foreign
currencies, hence exposures to exchange rate
fluctuations arise. Transactions in currencies other than
the New Zealand dollar are recognised at the rate of
exchange prevailing on the dates of the transactions.
Trade and other receivables, trade and other payables,
the Canadian Dollar (CAD) denominated bank account,
the Euro denominated bank account and the United
States Dollar (USD) denominated bank account balances
are translated at the exchange rates prevailing at the
end of each reporting period as sourced from the
Reserve Bank of New Zealand. Exchange differences are
recognised in the statement of comprehensive income in
the period in which they occur.
Goods and Services Tax (GST)
All items in the balance sheet are stated exclusive of GST,
with the exception of receivables and payables, which
include GST. All items in the statement of comprehensive
income are stated exclusive of GST.
ANNUAL REPORT
44
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
The GST component of cash flows arising from investing
and financing activities which is recoverable from,
or payable to, the taxation authority is classified as
operating cash flows.
New and revised NZ IFRS Accounting Standards
and Interpretations Issued but not yet adopted
All mandatory new and revised standards and
interpretations have been adopted in the current year.
The Group has not assessed the impact of the recently
released IFRS 18: Presentation and Disclosure in Financial
Statements as the New Zealand equivalent has yet to
be issued. It is expected that the standard will impact
the presentation of the financial statements. No others
are expected to materially impact the Group’s financial
statements.
At the date of authorisation of these financial
statements, certain new standards and interpretations to
existing standards have been published but are not yet
effective. The Group expects to adopt these when they
become mandatory. None are expected to materially
impact the Group’s financial statements.
2. SURPLUS / (DEFICIT) FROM
OPERATIONS
Policy
Revenue is recognised from the following major sources:
• Sale of goods;
• License Fee and Royalties and
• Grants.
Revenue is measured at the fair value of the
consideration the Group expects to be entitled to
in accordance with customer contracts and excludes
amounts collected on behalf of third parties.
Sale of Goods
The Group sells ingredients and finished goods to
manufacturer and wholesale customers. In addition to
product sales, the Group provides sales training and
support to its customers. The Group has determined
that the sales training and support is not a distinct
performance obligation.
In addition to selling products to customers, the Group
also arranges delivery of the products to its customers.
Where control of the product passes to the customer
on departure the delivery services represent a separate
performance obligation. The Group is an agent in the
performance of the delivery service and the allocated
revenue is recognised net of costs.
Revenue from the sale of goods is recognised when
the Group has transferred control of the goods to the
customer, which is typically at the point goods are
dispatched. For some customers, the customer does
not obtain control until the goods have been delivered
to their premises. For these customers, revenue is
recognised at the date the goods are delivered. One
of the Group’s major customers has entered into a
consignment arrangement. Sales to this customer,
are not recognised until the sale is made to the end
customer.
Rebates
The Group provides rebates to certain customers based
on the quantity of products purchased during the
period. Rebates are offset against revenue. To estimate
the variable consideration for the expected rebates, the
Group applies the expected value method. The Group
recognises a refund liability for the expected rebates.
License fee and royalties
Licensing fee and royalty revenue is recognised as the
underlying sales and usage occurs and the performance
obligation to the license fee and royalty has been
satisfied.
Contract liabilities
Revenue is recognised when all associated obligations
have been met. Where consideration has been received
but the associated obligations have not been met, for
BLIS TECHNOLOGIES LIMITED
45
instance goods have not yet been provided, it will be
recognised as a contract liability on the balance sheet.
Grant Income
Grant income is recognised when the Group has met
all of the requirements established by the grant. Grant
income that is receivable as compensation for expenses
or losses already incurred or for the purpose of giving
immediate financial support to the entity with no future
required costs are recognised as revenue of the period in
which it becomes receivable.
Interest Income
Interest income is accrued on a time basis, by reference
to the principal outstanding and the effective interest
rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected life
of the financial asset to that asset’s net carrying amount.
(a) Revenue
2024 2023
$’000 $’000
Revenue consists of the following items:
Point in time recognition:
Sale of goods – domestic sales
Finished goods 1,760 1,989
Ingredients 53 62
License fee and royalties 26 -
Sale of goods – export sales
Finished goods 2,066 1,525
Ingredients 6,605 6,375
License fee and royalties 1,016 284
11,526 10,235
(b) Other Income
2024 2023
$’000 $’000
Grant income 42 37
Other income - 11
Interest income 405 207
447 255
ANNUAL REPORT
46
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
(c) Expenses
2024 2023
$’000 $’000
This includes the following specific expenses:
Amortisation of finite life intangible assets (note 10) 187 228
Depreciation of property, plant and equipment (note 9) 117 120
Depreciation of right of use assets (note 11) 224 221
Director’s fees 310 362
Employee benefits 4,131 3,955
Employee performance rights (note 16) (32) 37
CEO share option expense (note 16, 17) 38 -
(Gain) / loss on fair value of derivatives 34 (19)
Loss on disposal of intangibles (note 10) - 51
Impairment of intangibles (note 10) - 334
Operating lease payment 5 2
Other operating expenses 2,036 2,200
Post-employment benefits 120 107
Provision for inventory write-off (note 8) 149 43
Research and development expense 263 337
FX (gain) / loss 48 52
3. INCOME TAXES
Policy
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable
profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively
enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent it is
unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences
arising from differences between the carrying amount of assets and liabilities in the financial statements and the
corresponding tax base of those items.
BLIS TECHNOLOGIES LIMITED
47
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses and tax offsets can be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from
the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither
taxable income nor accounting profit, and initial recognition of an asset or liability that at the time of the transaction
does not give rise to equal taxable and deductible temporary differences.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the liability
is settled, or the asset is realised based on tax rates that have been enacted or substantively enacted at reporting date.
Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with in equity.
(a) Income tax recognised in profit or loss
The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial
statements as follows:
2024 2023
$’000 $’000
Net surplus / (deficit) before tax 696 (1,350)
Income tax expense / (benefit) calculated at 28% 195 (378)
Non-deductible items 43 41
Temporary differences excluding tax losses not recognised (50) 38
Tax losses (recognised)/not recognised (188) 299
Foreign withholding tax forfeited 50 -
Income tax expense 50 -
(b) Income tax recognised directly in equity
There was no current or deferred tax charged/ (credited) directly to equity during the period.
(c) Deferred tax balances
The Group has an unrecognised deferred tax asset of $4,989,440 (2023: $5,280,091). The unrecognised deferred tax
asset arises in relation to temporary differences of $291,292 (2023: $393,489) and gross tax losses of $16,779,098 (2023:
$17,452,150) with a tax effect of $4,698,147 (2023: $4,886,602). The tax losses may be able to be carried forward and
offset against future taxable income (subject to meeting the requirements of the Income Tax Act 2007) and accounting
recognition requirements.
ANNUAL REPORT
48
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
4. REMUNERATION OF AUDITORS
2024 2023
$’000 $’000
Audit of the financial statements 112 110
Other Assurance 2 2
114 112
The auditor of Blis Technologies Limited is Deloitte Limited.
5. KEY MANAGEMENT PERSONNEL COMPENSATION
2024 2023
$’000 $’000
Short term employee benefits 1,261 1,212
Long term employee benefits 40 31
Share based payments 44 37
1,345 1,280
Equity settled share based payments
The fair value (at grant date) of performance share rights plan (PSRs) granted to the CEO and certain other senior
management, is recognised in profit or loss within the Consolidated Statement of Comprehensive Income over the
vesting period with a corresponding increase in the share based payment reserve. The estimate of the number of PSR’s
for which non market based conditions are expected to be satisfied is revised at each reporting date, with any cumulative
catch-up adjustment recognised in profit or loss. When any PSRs are exercised, the amount in the share based equity
payment reserve relating to those instruments is transferred to share capital as consideration of one option per share.
When any PSRs are cancelled, the amount in the share based payment reserve relating to those PSRs is also transferred to
retained earnings.
Employee share based compensation
From 21 December 2020, the Company granted PSRs to certain members of its senior leadership and senior management
teams under the 2020 and 2021 Performance Share Rights Plan. There were no Employee share based schemes prior to
December 2020.
i) Performance share rights plan
Under the 2020 and 2021 Performance Share Rights Plan, one share right gives the employee the potential to exercise a
share right for an ordinary share in the Company. Performance share rights will only become exercisable if the Company
meets certain market-based and performance based requirements set by the Board in respect of its share price and net
profit, and the continuous employment of the relevant holder.
BLIS TECHNOLOGIES LIMITED
49
The plan is a three year scheme, with the potential rights to fully vest on the third anniversary of the grant date if the
following criteria are met:
• 50% of the Performance rights shall vest on the Vesting Date subject to the average market price of the shares of
the Company from the Grant Date to the Vesting Date increase by 15% per annum.
• 50% of the Performance rights shall vest on the Vesting date subject to the Company achieving 15% compound
annual growth rate (CAGR) for net profit from 31 March of the most recent balance date at grant date to the
Vesting Date; and
• The holder of the Performance Rights is continuously employed by the Company during the period from the Grant
Date to the Vesting Date.
Measurement
The fair value of the PSRs was determined using the Black Scholes option pricing model to value the 50% performance
rights which vest on achieving 15% CAGR for net profit being non market conditions and a Monte Carlo simulation
valuation methodology for the 50% performance rights with market based vesting conditions.
The compensation of the key management personnel of the entity, is set out below:
Movements in the number of PSRs outstanding and their exercise prices are as follows:
2024 2023
Number of options outstanding
As at beginning of the year 4,847,000 4,847,000
Granted during the year - -
Exercised during the year - -
Lapsed during the year (3,166,000) -
As at end of the year 1,681,000 4,847,000
Exercisable at year end - -
Number of employees 3 4
Weighted average exercise price $0.07 $0.08
Weighted average remaining contractual life (months) 5 14
The Options outstanding at 31 March 2024 had an exercise price of $0.07 (2023: $0.07-$0.08).
The weighted average exercise price for options lapsed during the year was $0.08 (2023: nil).
ii) CEO Share based payment and issue of shares to the CEO
The Company entered into a Subscription agreement and issued shares to the CEO, Scott Johnson, on 22 March 2024.
Further information is included within Note 17.
ANNUAL REPORT
50
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
6. CASH AND CASH EQUIVALENTS AND SHORT-TERM DEPOSITS
Policy
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term highly liquid investments that
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and
short-term deposits are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method.
Short term Deposits
Short term deposits includes investments with Bank of New Zealand, with periods ranging up to 365 days.
NZX Bond
A short term deposit is held at Bank of New Zealand as security for a bond issued to the NZX. These funds do not
represent operating cash reserves.
2024 2023
$’000 $’000
Cash and cash equivalents 4,272 4,272
Short-term deposits 4,250 4,000
8,522 8,272
NZX bond 75 75
7. TRADE AND OTHER RECEIVABLES
Policy
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for expected credit losses.
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected credit loss
allowance.
The measurement of expected credit losses is a function of the probability of default, loss given default and the exposure
at default.
The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default
experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific
to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the
current as well as the forecast direction of conditions at the reporting date.
BLIS TECHNOLOGIES LIMITED
51
The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows discounted at the effective interest rate computed at initial recognition.
2024 2023
$’000 $’000
Trade receivables 1,295 1,448
Allowance for expected credit losses (note 22 g) - -
GST receivable 2 (4)
1,297 1,444
Trade receivables and other receivables are non-interest bearing and receipt is normally on 30 to 60 day terms. Therefore,
the carrying value of trade debtors and other receivables approximates its fair value.
8. INVENTORY
Policy
Inventories are stated at the lower of cost and net realisable value. Cost is determined using average cost. Net realisable
value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing,
selling and distribution.
2024 2023
$’000 $’000
Raw materials 451 540
Finished goods 346 241
Provision for write-off (78) (47)
719 734
During the year $149,564 (2023: $43,866) was recognised as an expense in respect of write-downs to inventory to net
realisable value.
9. PROPERTY, PLANT AND EQUIPMENT
Policy
All items of Property, Plant and Equipment are stated at cost less accumulated depreciation, and impairment. Cost
includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part
of a purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their
present value as at the date of acquisition.
ANNUAL REPORT
52
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight-line basis so as to write
off the net cost of the asset over its expected useful life to its estimated residual value. The following estimates of useful lives
are used in the calculation of depreciation:
Leasehold improvements 3 – 10 years
Furniture and fittings 3 – 15 years
Plant and equipment 2 – 18 years
2024
ACCUMULATED ACCUMULATED ACCUMULATED BOOK
COST COST DEPRECIATION DEPRECIATION DEPRECIATION VALUE
1 APRIL ADDITIONS/ 31 MARCH 1 APRIL DEPRECIATION REVERSED ON 31 MARCH 31 MARCH
2023 TRANSFERS DISPOSALS 2024 2023 EXPENSE DISPOSAL TRANSFER 2024 2024
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Leasehold
improvements 366 - - 366 (329) (4) - - (333) 33
Furniture
and fittings 181 1 - 182 (137) (18) - - (155) 27
Plant and
equipment 1,728 148 - 1,876 (1,339) (95) - - (1,434) 442
2,275 149 - 2,424 (1,805) (117) - - (1,922) 502
2023
ACCUMULATED ACCUMULATED ACCUMULATED BOOK
COST COST DEPRECIATION DEPRECIATION DEPRECIATION VALUE
1 APRIL ADDITIONS/ 31 MARCH 1 APRIL DEPRECIATION REVERSED ON 31 MARCH 31 MARCH
2022 TRANSFERS DISPOSALS 2023 2022 EXPENSE DISPOSAL TRANSFER 2023 2023
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Leasehold
improvements 364 2 - 366 (325) (4) - - (329) 37
Furniture
and fittings 178 3 - 181 (119) (18) - - (137) 44
Plant and
equipment 1,683 45 - 1,728 (1,241) (98) - - (1,339) 389
2,225 50 - 2,275 (1,685) (120) - - (1,805) 470
BLIS TECHNOLOGIES LIMITED
53
10. FINITE LIFE INTANGIBLE ASSETS
Policy
Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful lives,
residual values and amortisation method are reviewed at the end of each reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis.
Intellectual Property
The cost of intellectual property is written off until such time as it becomes clear that future economic benefits
attributable to that expenditure will flow to the Group and there is sufficient evidence to support the probability of the
expenditure generating sufficient future economic benefits.
Intellectual property including patents, trademarks and licenses are considered finite life intangibles and are recorded at
cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the estimated
useful life of the intangible asset being 10 to 20 years. The estimated useful life and amortisation method is reviewed at
the end of each annual reporting period.
Website
Following the initial investment, which is recorded at cost and amortised over 3 years, the cost of further website
development is expensed as incurred.
Internally generated Intangible Assets – Capitalised Product Development Expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from development (or from the development phase of an internal
project) is recognised if, and only if, all of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from
the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated
intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is
incurred.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately. The useful
life of internally generated intangible assets is 8 years.
ANNUAL REPORT
54
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
Impairment of Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have
not been adjusted.
If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit
or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to
the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-
generating unit) in prior years.
IT, WEBSITE
CAPITALISED DEVELOPMENT
TRADEMARKS PATENTS DEVELOPMENT AND SOFTWARE TOTAL
2024 $’000 $’000 $’000 $’000 $’000
Gross Carrying Amount
Balance at 1 April 2023 224 1,226 4,103 400 5,953
Additions 203 199 18 - 420
Disposals - - - - -
Balance at 31 March 2024 427 1,425 4,121 400 6,373
Accumulated amortisation and impairment
Balance at 1 April 2023 95 1,022 3,568 379 5,064
Amortisation expense 28 33 108 18 187
Impairment expense - - - - -
Disposals - - - - -
Balance at 31 March 2024 123 1,055 3,676 397 5,251
Net Book Value at 31 March 2024 304 370 445 3 1,122
BLIS TECHNOLOGIES LIMITED
55
IT, WEBSITE
CAPITALISED DEVELOPMENT
TRADEMARKS PATENTS DEVELOPMENT AND SOFTWARE TOTAL
2023 $’000 $’000 $’000 $’000 $’000
Gross Carrying Amount
Balance at 1 April 2022 212 1,191 4,169 400 5,972
Additions – acquired 12 35 - - 47
Disposals - - (66) - (66)
Balance at 31 March 2023 224 1,226 4,103 400 5,953
Accumulated amortisation and impairment
Balance at 1 April 2022 47 960 3,252 258 4,517
Amortisation expense 19 62 116 31 228
Impairment expense 29 - 215 90 334
Disposals - - (15) - (15)
Balance at 31 March 2023 95 1,022 3,568 379 5,064
Net Book Value at 31 March 2023 129 204 535 21 889
Trademarks are amortised over their estimate useful lives, which is on average 10 years.
Patents are amortised over their estimated useful lives, which is on average 20 years.
The amortisation period for development costs incurred on the Group’s K12, M18 and Q24 product development is 8
years.
The amortisation period for the development costs incurred on the Group’s IT, website and software development is 3
years
No impairment losses have been recorded in the current year (2023: $334,000).
Capitalised product development expenditure relates to costs incurred in relation to the development of ingredient,
intermediate and food products containing BLIS, and the associated regulatory approval processes.
Impairment test for Intangible Assets
For the purposes of preparing these accounts, the Board reviewed the intangible assets and have determined that there
is no further impairment of any intangible assets.
The Group is considered to be one cash-generating unit.
The calculation of the recoverable amount has been determined based on a value-in-use calculation that uses cash flow
projections based on the financial forecasts prepared by management covering a five-year period.
ANNUAL REPORT
56
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
The recoverable amount calculations are most sensitive to assumptions regarding sales growth rate.
Annual sales growth rates have increased from previous assessments reflecting forecast growth in existing and emerging
markets.
Key assumptions used in the value-in-use calculation are:
• Annual sales growth rate of between 9% - 40% (2023: 11-38%)
• Contribution margins of 73% - 75% (2023: 67% – 70%)
• Pre-tax discount rate of 20.20% (2023: 18.39% pre tax)
• Terminal growth rate of 2% (2023: 2%)
The calculation supports the carrying amount of intangible assets.
Reducing sales growth by 20% overall would not result in an impairment loss.
If sales growth and/or contribution margins fall short of projections, the recoverable amount of the capitalised product
development and patent expenditure may be less than the carrying value.
11. LEASES
Policy
The Group as a lessee
The Group leases certain property, plant and equipment. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of
low value assets where the Group recognises the lease payments as an other operating expense on a straight-line basis
over the term of the lease.
Lease Liabilities
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its
incremental borrowing rate (IBR).
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments, less any lease incentives;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the
lease.
BLIS TECHNOLOGIES LIMITED
57
Lease liabilities are presented as a separate line in the balance sheet and are subsequently measured by increasing the
carrying amount to reflect interest on the lease (using the effective interest method) and reducing the carrying amount to
reflect the lease payments made.
The Group remeasures the lease liability if:
• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
• Lease payments changing due to changes in an index or rate, in which case the lease liability is remeasured by
discounting the revised lease payments using the initial discount rate; or
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured by discounting the revised lease payments using a revised discount rate.
ROU assets
ROU assets comprise of the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Wherever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is
located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is
recognised and measured under NZ IAS 37. The costs are included in the related ROU asset, unless those costs are incurred
to produce inventories.
ROU assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The estimated
useful lives of ROU assets are determined on the same basis as similar owned assets within property, plant and equipment.
Depreciation starts at the commencement date of the lease.
ROU assets are presented as a separate line in the balance sheet.
The Group applies NZ IAS 36 to determine whether a ROU asset is impaired and accounts for any identified loss under the
same policy adopted for property, plant and equipment.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and ROU
asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those
payments occurs and are included in other operating expenses in the statement of comprehensive income.
ANNUAL REPORT
58
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
Right-of-use assets
OFFICE
PROPERTIES EQUIPMENT TOTAL
2024
As at 1 April 2023 565 21 586
Additions - - -
Terminations (4) - (4)
Depreciation expense (214) (10) (224)
Depreciation write back on terminations - - -
Net Book Value as at 31 March 2024 347 11 358
OFFICE
PROPERTIES EQUIPMENT TOTAL
2023 $’000 $’000 ’000
As at 1 April 2022 664 31 5
Additions 112 - 112
Terminations - - -
Depreciation expense (211) (10) (221)
Depreciation write back on terminations - - -
Net Book Value as at 31 March 2023 565 21 586
Lease Liabilities – Maturity Analysis
2024 2023
$’000 $’000
Less than one year 177 229
Between one and five years 158 294
More than five years 54 96
389 619
Current 177 229
Non-Current 212 390
Total 389 619
BLIS TECHNOLOGIES LIMITED
59
The Group leases various properties and office equipment under non-cancellable leases expiring within one to eight
years. The leases have varying terms and have no option to purchase in respect to the leased equipment in the financial
year ended 31 March 2024.
2024 2023
Amounts Recognised in consolidated statement of comprehensive income:
Depreciation of right-of-use assets 224 221
Interest expense on lease liabilities 31 43
Expense relating to short-term leases 5 2
Expense relating to low value assets - -
The total cash outflow for leases in 2024 was $258,870 (2023: $257,028).
The incremental borrowing rate applied on properties was 6% (2023: 6%) and office equipment 6% (2023: 6%).
The below table details changes in the Group’s lease liabilities from financing activities, including both cash and non-cash
changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in
the Group’s statement of cash flows from financing activities.
OPENING RECOGNISED CLOSING
BALANCE AT NON-CASH ON NON-FINANCING FINANCING BALANCE AT
1 APRIL 2023 CHANGES
1
ACQUISITION CASH FLOWS CASH FLOWS 31 MARCH 2024
2024 $’000 $’000 $’000 $’000 $’000 $’000
Lease liabilities 619 - - - (230) 389
619 - - - (230) 389
OPENING RECOGNISED CLOSING
BALANCE AT NON-CASH ON NON-FINANCING FINANCING BALANCE AT
1 APRIL 2022 CHANGES
1
ACQUISITION CASH FLOWS CASH FLOWS 31 MARCH 2023
2023 $’000 $’000 $’000 $’000 $’000 $’000
Lease liabilities 719 118 - - (218) 619
719 118 - - (218) 619
(1) Non-cash changes within lease liabilities relate to new leases entered into during the financial year, interest, lease modifications and
reassessments of lease terms.
ANNUAL REPORT
60
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
12. TRADE AND OTHER PAYABLES
Policy
Trade Payables
Trade payables are initially measured at fair value and subsequently measured at amortised cost using the effective
interest rate method.
Employee Benefits
Provision is made for benefits accruing to employees in respects of wages and salaries and annual leave when it is
probable that settlement will be required, and they are capable of being measured reliably. Provisions are initially
measured at fair value and subsequently measured at amortised cost using the effective interest rate method.
Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal
values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee
benefits which are not expected to be settled within 12 months are measured at the present value of the estimated
future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.
2024 2023
$’000 $’000
Trade payables 809 1,155
Employee entitlements 212 198
1,021 1,353
13. BORROWINGS
Policy
Borrowings are recognised initially at fair value less directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest method.
2024 2023
$’000 $’000
Asset finance - -
Total borrowings - -
Current borrowings - -
Non-current borrowings - -
Total borrowings - -
The Group has an undrawn trade credit loan facility with the Bank of New Zealand that has a base limit of $550,000. The
effective interest rate of the trade credit loans is between 5.89% - 6.87% (2023: 5.89% - 6.87%).
BLIS TECHNOLOGIES LIMITED
61
Security
The banking facilities from Bank of New Zealand are secured by general security agreement over all present and after
acquired property of Blis. There is assignment of Trade Credit Insurance Policy covering export receivables and specific
security (set off and charge) over Term Deposit funds to secure NZX Bond.
14. INVESTMENT IN SUBSIDIARY
PERCENTAGE BALANCE PRINCIPAL
HELD DATE ACTIVITY
2024 2023
Blis Functional Foods Limited 100% 100% 31 March Non-trading
15. SHARE CAPITAL AND EARNINGS / (DEFICIT) PER SHARE
2024 2023
NO. OF SHARES $’000 NO. OF SHARES $’000
Balance at the beginning of the year (fully paid) 1,273,801,599 46,649 1,273,801,599 46,649
Shares pursuant to CEO share plan 5,500,000
Balance at the end of the year 1,279,301,599 46,649 1,273,801,599 46,649
All 1,279,301,599 ordinary shares are issued and carry equal voting rights. All issued shares participate equally in any
dividend distribution or any surplus on winding up of the Company.
On 22 March 2024, 5,500,000 shares were issued to Mr Scott Johnson, Chief Executive of the Company. The shares were
issued at a price of $0.0151 per share. Details of this transaction is shown in note 17.
2024 2023
Earnings per share $’000 $’000
Profit / (Loss) attributable to members of the Company
used in calculating basic and diluted EPS ($’000) 646 (1,350)
Weighted average number of ordinary shares (‘000) for basic EPS 1,273,937 1,273,802
Effect of dilution due to performance rights - -
Weighted average number of ordinary shares (‘000) for diluted EPS 1,273,937 1,273,802
Earnings per share
Basic EPS (cents) 0.05 (0.11)
Diluted EPS (Cents) 0.05 (0.11)
ANNUAL REPORT
62
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
Recognition and measurement
Basic EPS is calculated as net profit / (loss) attributable to members of the parent, adjusted to exclude any costs of servicing
equity (other than dividends), divided by the weighted average number of ordinary shares outstanding during the financial
year. Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be converted into
ordinary shares in the Company.
16. RESERVES
Nature and purpose of share based payment equity reserves
Share option equity reserve
The Share option equity reserve relates to the CEO share plan refer note 17.
Employee performance rights plan reserve
The Reserve is used to recognise the fair value of PSRs granted but not exercised refer to note 5.
2024 2023
$’000 $’000
Balance at the beginning of the year 74 37
CEO share option equity reserve 38 -
Expense recognised in relation to employee performance rights plan reserve (32) 37
Balance at end of the year 80 74
17. RELATED PARTY TRANSACTIONS
During the year, BLIS products were sold to the following related parties (excluding web sales).
ASSOCIATE ENTITY DIRECTOR 2024 2023
Probi AB Anita Johansen $1,257,341 $287,569
In 2022 Blis entered into a license and distribution agreement which grants Probi rights to manufacture and sell Blis K12™
and M18™. The above $1,257,341 reflects these transactions for the year ended 31 March 2024 (2023: $287,569). At 31
March 2024 Blis had a receivable balance from Probi of $293,575 (2023: $113,600).
Product seconds are made available to the staff and Board members for personal use at no charge.
CEO Share option and issue of shares to the CEO
The Company entered into a Subscription Agreement and issued 5,500,000 new ordinary shares to the CEO, Scott Johnson,
on 22 March 2024. The shares were issued for cash consideration of 1.51 cents per share being an aggregate $83,136.84,
which was satisfied by way of a contemporaneous interest free loan provided by the Company to the CEO for an aggregate
amount equivalent to the subscription price for the shares.
The loan is secured by a lien on the issued shares and repayable in equal annual instalments commencing on 31st May 2025
with the final instalment due on 31 May 2027.
BLIS TECHNOLOGIES LIMITED
63
The shares were issued at the volume weighted average share price for the 5 trading days prior to 22 March 2024. The
issue price was considered by the Directors of the Company to be equivalent to the price that the tranche of shares
would have been issued to an independent third party at the time of issue.
The Subscription Agreement provides security against the loan through a charge on the shares. The appropriate
approach consistent with the relevant accounting standard is to treat the entire arrangement as a share option.
Using the Black Scholes option pricing model for the CEO Share Plan at an implied volatility of 62% and referenced to
the prevailing share price of 1.5 cents on 22 March 2024 yielded an aggregate option value of $37,970. This amount was
treated as a reserve.
As a result of the charge to the statement of comprehensive income, a CEO Share Option Reserve was created in the
Consolidated Statement of Changes in Equity. Upon receipt of each of the scheduled loan repayment the notional option
value associated with each tranche transfers from the CEO Share Plan Reserve to Share Capital and the amount of each
loan repayment recorded to equity to represent the consideration received for each tranche of shares issued to the CEO.
No consideration was received for the year ended 31 March 2024.
Fair Value of Share Options
The fair value of the share options granted during the 2024 financial year was $37,970. Options were priced using
the Black-Scholes option pricing model. Expected volatility is based on the historical share price over the past 3 years,
consistent with the options lives.
No allowance for early exercise was incorporated into the fair value calculation as it was assumed that the CEO would
exercise the options at the latest exercise date.
There are no market or service conditions.
The fair value model is most susceptible to changes in the expected volatility. Had an expected volatility of 87% been
utilised, the fair value of the share options would have been $48,806.
Inputs to the model:
Option Series
1 2 3
Grant date weighted average share price $0.015 $0.015 $0.015
Exercise price $0.0151 $0.0151 $0.0151
Expected volatility 62% 62% 62%
Option life (years) 3.19 2.3 1.0
Dividend yield 0% 0% 0%
Risk free interest rate 4.5% 4.5% 4.5%
Final exercise date 31/05/25 31/05/26 31/05/27
ANNUAL REPORT
64
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
18. COMMITMENTS FOR EXPENDITURE
As at 31 March 2024 there was $34,501 of capital expenditure commitments (2023: $86,293).
19. CONTINGENT ASSETS AND CONTINGENT LIABILITIES
There were no material contingent assets or contingent liabilities at 31 March 2024 (2023: $nil).
20. SEGMENTAL REPORTING
20.1 Operating segments
The Group is internally reported as a single operating segment to the chief operating decision-maker.
20.2 Revenue from major products and services
2024 2023
$’000 $’000
The Group’s revenues from its major products and services were as follows:
BLIS products 11,526 10,235
Non-core business 447 255
Total Revenue and Other Income 11,973 10,490
Non-core business includes grant revenue and contract manufacturing revenue of non-BLIS branded products.
20.3 Information about geographical areas
The Group operates in 3 principal geographical areas, Asia Pacific, Europe Middle East and Africa (EMEA) and North
America.
The Group’s revenue from external customers and information about its assets by geographical location (of the customer)
REVENUE FROM
EXTERNAL CUSTOMERS NON-CURRENT ASSETS
2024 2023 2024 2023
$’000 $’000 $’000 $’000
New Zealand 1,839 2,052 1,982 1,945
Asia Pacific (excl. NZ) 1,183 1,313 - -
EMEA 5,122 4,594 - -
North America 3,381 2,276 - -
Total revenue 11,526 10,235 1,982 1,945
Grant revenue 42 38 - -
Other revenue - 10 - -
Interest revenue 405 207 - -
Total revenue & other income 11,973 10,490 1,982 1,945
BLIS TECHNOLOGIES LIMITED
65
Included in revenue are revenues of $3,854k and $1,257k and $1,220k (2023: $4,507k and $895k and $684k) which arose
from sales to the Group’s three largest customers (2023: three).
Web sales are allocated to the region where the end consumer is based.
21. RECONCILIATION OF NET SURPLUS /(DEFICIT) WITH CASHFLOWS FROM
OPERATING ACTIVITIES
Policy
For the purpose of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and
investments in money market instruments net of outstanding bank overdrafts.
The cash flow statement is prepared exclusive of GST, which is consistent with the method used in the consolidated
statement of comprehensive income.
Definition of terms used in the cash flow statement:
Operating activities include all transactions and other events that are not investing or financing activities.
Investing activities are those activities relating to the acquisition and disposal of current and non-current investments
and any other non-current assets.
Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and
those activities relating to the cost of servicing the Group’s equity.
2024 2023
$’000 $’000
Net surplus /(Deficit) for the year 646 (1,350)
Adjustments for non-cash items:
Amortisation (note 10) 187 228
Depreciation property, plant and equipment (note 9) 117 120
Depreciation right of use assets (note 11) 224 221
Foreign exchange loss / (gain) 10 (16)
ECL provision - -
CEO share option expense (note 16) 38 -
Lease liability adjustment - 24
PSR Expense (note 16) (32) 38
Loss /(gain) on fair value of foreign exchange contracts 34 27
Loss on disposal of intangible assets - 51
Impairment of intangible assets - 334
Loss /(gain) on disposal of fixed assets - -
1,224 (323)
ANNUAL REPORT
66
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
2024 2023
$’000 $’000
Movements in working capital
Trade and other payables (332) 307
Prepayments 1 (42)
Inventories 15 48
Trade and other receivables 147 116
(169) 429
Net cash inflow/ (outflow) from operating activities 1,055 106
22. FINANCIAL INSTRUMENTS
Policy
Financial Instruments
Financial assets and financial liabilities are recognised on the Group’s Balance Sheet when the Group becomes a party to
the contractual provisions of the instrument.
All of the Group’s financial assets (excluding derivative financial assets) are measured at amortised cost. Foreign
exchange contracts are measured at fair value, all of the Group’s other financial liabilities are measured at amortised
cost.
(a) Financial risk management objectives
Exposure to credit, interest rate, foreign currency and liquidity risks arises in the normal course of the Group’s business.
The Group does not enter into derivative financial instruments for speculative purposes. The Group utilises forward
cover on confirmed foreign currency transactions. Specific risk management objectives and policies are set out below.
(b) Capital risk management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the
return to stakeholders through the optimisation of debt and equity.
The capital structure of the Group comprises issued capital reserves, share based payment equity reserves and retained
earnings as disclosed in the Statement of Changes in Equity.
The Group’s Board of Directors reviews the capital structure on a regular basis.
The Group is not subject to externally imposed capital requirements.
The Group’s overall strategy remains unchanged from 2023.
BLIS TECHNOLOGIES LIMITED
67
(c) Market risk
Market risk is the potential for change in the value of financial instruments caused by a change in the value, volatility or
relationship between market risks and prices. Market risk arises from the mismatch between assets and liabilities. The
Group’s activities expose it primarily to market risk associated with changes in foreign currency rates and interest rates
as set out below. These risks are measured using sensitivity analysis. The mechanisms for managing these risks are set
out below. The Group enters into foreign exchange contracts to manage its exposure to foreign currency transactions,
there have been no changes during the year to the Group’s exposure to such risks or the manner in which the risks are
measured and managed.
(d) Interest rate risk
The Group is exposed to interest rate risk as from time to time it borrows funds at floating interest rates and also invests
cash in short term deposits at fixed interest rates. Fair value interest rate risk is the risk that the value of a financial
instrument will fluctuate due to changes in market interest rates.
Investments and borrowings at fixed interest rates expose the Group to fair value interest rate risk. The Group does
not hedge this risk. Cash flow interest rate risk is the risk that the cash flows from a financial instrument will fluctuate
because of changes in market interest rates. Borrowings issued at variable interest rates expose the Group to cash flow
interest rate risk. The Group does not hedge this risk.
(e) Foreign exchange risk
In the course of normal trading activities, the Group undertakes transactions denominated in foreign currencies;
hence exposures to exchange rate fluctuations arise. The Group enters into foreign exchange contacts on certain sales
denominated in foreign currencies to economically hedge the foreign exchange risk associated with the timing between
the date of sale and receipt of payment. The Group has not adopted hedge accounting.
The carrying amount of the Group’s foreign currency denominated monetary assets are as follows:
2024 2023
$’000 $’000
Euro 70 108
United States dollar 189 113
Canadian dollar - 1
ANNUAL REPORT
68
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
The table below details the notional principal amounts and remaining terms of foreign exchange contracts outstanding at
reporting date:
AVERAGE NOMINAL FAIR
CONTRACT FOREIGN CONTRACT VALUE ASSET
RATE CURRENCY VALUE /(LIABILITY)
2024 2023 2024 2023 2024 2023 2024 2023
$’000 $’000 $’000 $’000 $’000 $’000
Euro
Less than 1 yea r 0.5595 - 1,080 - 1,063 - (17) -
USD
Less than 1 year 0.6097 0.6263 838 320 820 319 (18) (1)
CAD
Less than 1 year - - - - - - - -
1,918 320 1,882 319 (35) (1)
The above tables express foreign currency amounts in New Zealand dollar equivalents using the exchange rates at 31
March 2024 and 31 March 2023. The rates applied at 31 March 2024 were:
2024 2023
$’000 $’000
EUR 0.5530 0.5730
USD 0.5966 0.6250
CAD 0.8078 0.8449
The fair value of the foreign exchange contracts is based on a discounted cash flow analysis using observable market data
and is a level 2 fair value measurement.
Foreign exchange rate sensitivity
Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical
movements. A movement of plus or minus 10% has therefore been applied to the exchange rates to demonstrate the
sensitivity to foreign currency risk of the Group.
The following sensitivity is based on the foreign currency risk exposures in existence at balance date. The impact of a plus
or minus 10% foreign exchange movement on New Zealand dollars against all trading currencies, with all other variables
held constant, is illustrated below:
-10% +10%
2024 2023 2024 2023
$’000 $’000 $’000 $’000
Surplus / (deficit) before tax (248) (36) 111 28
(f) Other price risk
The Group is not exposed to substantial other price risk arising from financial instruments.
BLIS TECHNOLOGIES LIMITED
69
(g) Credit risk
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the
Group. Financial instruments which potentially subject the Group to credit risk, principally consist of bank balances and
trade and other receivables.
In the normal course of business, the Group is exposed to counterparty credit risk. The maximum exposure to credit risk
is equal to the carrying value of cash and short term deposits, trade and other receivables and transactions with financial
institutions (derivative financial instruments). The Group requires payment of deposits prior to production by high credit
risk customers and carries trade credit insurance for its four largest customers. The Group, as a result of the markets in
which they operate, can be exposed to significant concentrations of credit risk from trade receivables. They do not require
any collateral or security to support financial instruments as these represent deposits with, or loans to, banks and other
financial institutions with high credit ratings.
2024 2023
$’000 $’000
Cash and cash equivalents 8,522 8,272
NZX bond 75 75
Trade receivables (net of loss allowance) 1,295 1,448
GST receivable 2 (4)
9,894 9,791
Ageing receivables breakdown
ALLOWANCE
GROSS FOR EXPECTED
AMOUNTS CREDIT NET
RECEIVABLE LOSSES BALANCE
2024 $’000 $’000 ’000
Current 857 - 857
0 – 30 days (past due) 438 - 438
31 – 60 days (past due) - - -
Greater than 60 days (past due) - - -
Total past due 438 - 438
Total trade receivables 1,295 - 1,295
2023
Current 1,362 - 1,362
0 – 30 days (past due) 64 - 64
31 – 60 days (past due) - - -
Greater than 60 days (past due) 22 - 22
Total past due 86 - 86
Total trade receivables 1,448 - 1,448
ANNUAL REPORT
70
NOTES TO AND FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
At 31 March 2024, trade receivable includes amounts of $325k, $294k and $208k (2023: $485k, $245k and $187k) due
from the Group’s three largest receivables (2023: three). All of the Group’s bank accounts are held with Bank of New
Zealand. Otherwise the Group does not have any other concentrations of credit risk.
(h) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group
also has approved trade funding facilities with a base limit of up to $550k which are linked to customer specific limits. As
at 31 March 2024 the facility was not drawn down (2023: Nil).
The maturity profiles of the Group’s interest-bearing investments and borrowings are disclosed later in this note.
Liquidity and interest risk tables
The following tables detail the Group’s remaining contractual maturity for non-derivative financial assets and financial
liabilities. The tables have been drawn up based on the undiscounted contractual cash flows of the financial assets and
financial liabilities including interest that will accrue to those assets or liabilities.
WEIGHTED
AVERAGE YEARS
EFFECTIVE
INTEREST RATE < 1 1 - 2 2 - 3 3 - 4 4 - 5 5 + TOTAL
2024 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Financial liabilities at amortised cost
Trade payables - 809 - - - - - 809
Lease liabilities 6.00% 194 48 48 48 48 54 440
Total 1,003 48 48 48 48 54 1,249
WEIGHTED
AVERAGE YEARS
EFFECTIVE
INTEREST RATE < 1 1 - 2 2 - 3 3 - 4 4 - 5 5 + TOTAL
2023 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Financial liabilities at amortised cost
Trade payables - 1,155 - - - - - 1,155
Lease liabilities 6.00% 259 194 48 48 48 104 701
Total 1,414 194 48 48 48 104 1,856
BLIS TECHNOLOGIES LIMITED
71
(i) Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
• the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted market prices; and
• The fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined
in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from
observable current market transactions and dealer quotes for similar instruments.
The Directors consider that the carrying amount of financial assets and financial liabilities recorded at amortised cost in
the financial statements approximates their fair values.
23. EVENTS AFTER BALANCE DATE
There were no significant events after balance date (2023: nil).
ANNUAL REPORT
72
The Company’s ordinary shares are listed on the NZX Limited Main Board (NZSX).
As at 31 March 2024 the total number of issued ordinary shares in the Company was 1,279,301,599.
1. SUBSTANTIAL PRODUCT HOLDERS
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct
Act 2013. These substantial product holders are shareholders that have a relevant interest in 5% or more of the ordinary
shares in the Company. As at 31 March 2024 details of the substantial product holders of the Company and their relevant
interests in the ordinary shares of the Company are as follows:
NAME OF SUBSTANTIAL PRODUCT HOLDER SHAREHOLDING AS AT 31 MARCH 2024 % OF ISSUED SHARE CAPITAL
Probi AB 166,148,034 12.99%
Sinclair Capital Management Limited 165,141,729 12.91%
Roger Norman Macassey and Mark Andrew Taylor
as Trustees of the ES Edgar Trust 142,213,158 11.12%
Included within the Sinclair Capital Management Limited shareholding is 142,213,158 shares in which Roger Norman
Macassey and Mark Andrew Taylor as Trustees of the E S Edgar Trust have a relevant interest as beneficial owner and are
held by Leveraged Equities Finance as legal owner.
2. SPREAD OF SECURITY HOLDERS AT 31 MARCH 2024 – ORDINARY SHARES
NUMBER OF PERCENTAGE OF PERCENTAGE OF
SECURITY HOLDERS SECURITY HOLDERS SHARES HELD
1 – 50,000 1,313 51.37% 2.20%
50,001 – 100,000 424 16.59% 2.59%
100,001 – 150,000 171 6.69% 1.71%
150,001 – 200,000 132 5.16% 1.90%
200,001 – 300,000 127 4.97% 2.53%
300,001-500,000 139 5.44% 4.47%
500,001 – 1,000,000 117 4.58% 6.85%
1,000,001 – 5,000,000 95 3.72% 17.00%
5,000,001 and above 38 1.49% 60.75%
Total number of security holders is 2,556
FOR THE YEAR ENDED 31 MARCH 2024
ADDITIONAL STOCK
EXCHANGE INFORMATION
BLIS TECHNOLOGIES LIMITED
73
3. TWENTY LARGEST EQUITY SECURITY HOLDERS
The names of the 20 largest holders of each class of quoted equity security as at 31 March 2024 are listed below.
NUMBER OF ISSUED PERCENTAGE
TOP 20 SHAREHOLDERS ORDINARY SHARES ISSUED
Leveraged Equities Finance 182,427,012 14.26%
Probi AB 166,148,034 12.99%
New Zealand Depository Nominee 50,235,011 3.93%
Mingchun Qiu 26,895,482 2.10%
James and May Trustee Company Limited 25,404,313 1.99%
Mark Alexander Stevens & Wendy Joanne Stevens & W M C Trustees Limited 24,094,577 1.88%
Asia Pacific Partners Limited 21,850,878 1.71%
Barry Charles Richardson & Joy Vera Richardson 17,903,625 1.40%
Hui Ai Adriana Tong & Morlan Tong 16,878,179 1.32%
Phaben Holdings Limited 16,661,780 1.30%
Stephen Patrick Ward & Julie Patricia Ward & James Michael Ward 15,307,128 1.20%
FNZ Custodians Limited 15,208,397 1.19%
Custodial Services Limited 12,241,856 0.96%
Caroline Robyn Ball & Christopher John Thomson Bush 11,857,968 0.93%
Jennbring Fruit Ltd 11,800,000 0.92%
Edinburgh Securities Limited 11,250,000 0.88%
Anthony Paul Offen & Bilinda Jane Offen & Downie Stewart Trustee Limited 11,157,388 0.87%
Richard Mark Keenan 10,037,308 0.78%
Circada Limited 10,000,000 0.78%
Bilinda Jane Offen 10,000,000 0.78%
667,358,936 52.17%
4. CREDIT RATING
The Company does not currently have a credit rating.
5. NZX MATTERS
No waivers were granted by NZX (or relied upon) with respect to the Company during the period 1 April 2023 to
31 March 2024.
ANNUAL REPORT
74
Independent Auditor’s Report
To the Shareholders of Blis Technologies Limited
Opinion
We have audited the consolidated financial statements of Blis Technologies Limited and its
subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 31 March 2024, and
the consolidated statement of comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 37 to 71, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2024,
and its consolidated financial performance and cash flows for the year then ended in accordance
with New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External
Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting
Standards Board.
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.
Other than in our capacity as auditor, we have no relationship with or interests in the Company or
any of its subsidiaries, except that partners and employees of our firm deal with the Company and
its subsidiaries on normal terms within the ordinary course of trading activities of the business
of the
Company and its subsidiaries.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the
Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention dur
ing
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 $190,000.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the
consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
BLIS TECHNOLOGIES LIMITED
75
Key audit matter How our audit addressed the key audit matter
Impairment of intangible assets
The Group’s ability to generate revenue is linked to capitalised
development costs in respect of ingredients for the Group’s
products. These are included in the balance sheet as intangible
assets.
The total carrying value of intangible assets at 31 March 2024 is
$1.122m as shown in the Consolidated Balance Sheet and note 10.
The carrying value of intangible assets is particularly judgemental
given its dependency on forecasts of revenue growth.
The impairment of intangible assets is a key audit matter due to
the significant carrying value of intangible assets alongside a
history of operating losses prior to the current year. This increases
the significance and complexity of audit work required to assess
the reasonableness of management’s judgements and estimates
involved in determining revenue forecasts used by the Group to
assess the recoverable amount of these assets. If the Group is
unable to produce sustainable operating cashflows, this affects the
carrying value of its key intangible assets.
Disclosure of the Group’s impairment assessment is contained in
note 10.
Our procedures focused on evaluating the appropriateness of
the significant judgements and assumptions that relate to
revenue forecasts and operating cash flows included in the
impairment model.
Our procedures included, amongst others:
• Obtaining the Group’s impairment model and gaining an
understanding of key assumptions and judgements
underlying the model.
• Assessing the integrity of the value in use calculation,
including the mathematical accuracy of the underlying
model.
• Assessing compliance of the impairment model with the
requirements of NZ IAS 36 Impairment of Assets.
• Assessing the impairment model for consistency with the
prior year and determining whether any significant
changes to the model were appropriate.
• Challenging the reasonableness of the key assumptions
including those driving the cash flows underpinning the
analysis, by:
o Comparing historical budget forecasts against actual
results.
o Comparing forecast growth to business plans
approved by the Board.
o Engaging an internal valuation expert to assess the
appropriateness of the impairment model and
benchmark the Group’s discount rate by comparing to
an independently developed discount rate using
publicly available market data for similar entities.
• Performing sensitivity analysis on the model by varying
key assumptions such as revenue growth, contribution
margin and discount rate assumptions to assess the
impact on forecasted cashflows.
Other information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the consolidated
financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required
to report that fact. We have nothing to
report in this regard.
ANNUAL REPORT
76
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 assu
rance 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 f
ullest 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
Dunedin, New Zealand
23 May 2024
BLIS TECHNOLOGIES LIMITED
77
ANNUAL REPORT
78
COMPANY NUMBER
1042367
ISSUED CAPITAL
1,279,301,599 Ordinary Shares
REGISTERED OFFICE
Blis Technologies Limited
Ground Floor, 442 Moray Place, Dunedin Central
Dunedin 9016
SHAREHOLDERS
Listed on the NZX Main Board
SHARE REGISTRAR
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
DIRECTORS
G Plunket
A McCammon
Dr B Richardson
Dr A Stewart
A Johansen (appointed 1 January 2024)
CHIEF EXECUTIVE
S Johnson (appointed 15 January 2024)
AUDITORS
Deloitte Limited
PO Box 1245
Dunedin
BANKERS
Bank of New Zealand
Dunedin
SOLICITORS
Anderson Lloyd
Private Bag 1959
Dunedin 9054
WEBSITE
www.blis.co.nz
www.blisprobiotics.co.nz
FACEBOOK
www.facebook.com/BLISProbioticsNZ
INSTAGRAM
www.instagram.com/blisprobiotics
COMPANY
DIRECTORY
FOR THE YEAR ENDED 31 MARCH 2024
BLIS TECHNOLOGIES LIMITED
79
ANNUAL REPORT
80
www.blis.co.nz
Physical Address
Blis Technologies Limited
Ground Floor
442 Moray Place
Dunedin 9016
Postal Address
PO Box 2208
Dunedin 9044
New Zealand
Email
info@blis.co.nz
Telephone
+64 3 474 0988
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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