EBOS Group Annual Report 2024
Business Overview
1
Annual Report 2024
2
EBOS Group Annual Report 2024
ACKNOWLEDGEMENT OF COUNTRY AND
TRADITIONAL OWNERS
At EBOS Group, we represent a collective of companies in Australia,
New Zealand and Southeast Asia. We acknowledge the traditional
inhabitants and the importance of their connections to the
lands and communities in which we work. We offer respect and
acknowledgement to lands, waters and communities, and pay our
respect to Elders past and present.
CONTENTS
Business Overview 4
Business Highlights 4
Summary of Results 6
Our Businesses 8
Chair and CEO Report 10
Environmental, Social and Governance Program 14
Business Highlights Healthcare 16
Business Highlights Animal Care 22
Our Board 24
Financials 27
Financial Summary 27
Financial Report 28
Auditor’s Report 30
Financial Statements 3 4
Corporate Governance 90
Remuneration 93
Directors’ Interests and Disclosures 107
Directory 112
Our purpose
Advance
opportunities
to enrich
lives.
Our vision
To drive significant impact every day in
the lives of our people and those we serve.
We’re leading with a commitment to
excellence and delivering superior
performance in new and existing markets.
You can find more information about both our FY24 Annual Report and
Sustainability Report online at https://investor.ebosgroup.com
Sustainability Report 2024
EBOS Group Annual Report 2024
4
BUSINESS HIGHLIGHTS
Australia
New Zealand
Indonesia
Philippines
Hong Kong
Vietnam
Thailand
Malaysia
Singapore
Southeast Asia
We are pleased to report another strong result for
the 2024 financial year as we adapt positively to
the changing market dynamics and capitalise on
opportunities to drive future growth.
The result continues our long-term growth
trajectory in delivering value for shareholders,
with our success underpinned by the combined
efforts of our people.
OUR LOCATIONS
115
locations in Australia,
New Zealand and Southeast Asia
Healthcare
Animal Care
OUR PEOPLE HIGHLIGHTS
FY24 HIGHLIGHTS
5,200+
41%
employees
women in
leadership roles
$13.2b
revenue
$303.4m
NZ118.5c12,298
underlying net profit
total dividends per shareshareholders
Business Overview
65% Australia
22% New Zealand
13% Southeast Asia
19% New Zealand and Southeast Asia
56% female
44% male
19% New Zealand and Southeast Asia
EBOS Group Annual Report 2024
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FINANCIAL HIGHLIGHTS
$13.2b revenue + 7.8% increase
$303.4 million underlying net profit after tax + 7.7% increase
157.9c underlying earnings per share + 6.8% increase
NZ118.5c dividends per share + 7.7% increase
6
REVENUE
2022202020242023
8.7659.20210.73412.23713.189
2021
Five year revenue trend for the year to 30 June ($ billions)
UNDERLYING PROFIT RESULTS
20222020202420232021
336.23 6 7.1436.8582.0624.3
Five year EBITDA trend for the year to 30 June ($ millions)
2022202020242023
162.9188.2229.2281.8303.4
2021
Five year NPAT trend for the year to 30 June ($ millions)
SUMMARY OF RESULTS
Business Overview
7
SEGMENT AND DIVISIONAL EARNINGS OVERVIEW
REVENUEUNDERLYING EBITDA
SEGMENT DISTRIBUTION
7
Data based on gross operating revenue, which comprises revenue less cost of sales
Healthcare 88%Animal Care 12%
81% Australia
19% New Zealand and Southeast Asia
82% Australia
18% New Zealand and Southeast Asia
Pharmacy 42%
Animal Care 12%
Contract Logistics 9%
Institutional Healthcare 37%
EBOS’ success is built on a diverse range of industry-leading businesses and brands spanning community pharmacy, institutional
healthcare, contract logistics and animal care.
OUR BUSINESSES
HEALTHCARECOMMUNITY PHARMACY
HEALTHCARE
HEALTHCARE
ANIMAL CARE
INSTITUTIONAL HEALTHCARE
CONTRACT LOGISTICS
ANIMAL CARE
EBOS Group Annual Report 2024
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Business Overview
99
Each day, EBOS touches the lives of the
millions of people and pets who depend
on superior performance from our brands
and businesses.
EBOS Group Annual Report 2024
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CHAIR AND CEO REPORT
EBOS is pleased to report another strong
result for the 2024 financial year as we
adapt positively to the changing market
dynamics and capitalise on opportunities
to drive future growth.
Our performance, driven by continued
organic growth as well as several
strategic investments, continues EBOS’
long term growth trajectory and value
for our shareholders which has seen
dividends increase by more than 180%
over the last 10 years.
We are confident in the outlook for
the Group and we are making strong
progress on our near-term growth
strategies, which are:
• Delivering base business growth in
both our Healthcare and Animal Care
segments;
• Winning new Community Pharmacy
revenue in light of changed industry
dynamics;
• Cost reduction initiatives to optimise
the Group’s cost base; and
• Continuing to undertake strategic,
value accretive acquisitions that further
strengthens our core business.
The success we have achieved is the
result of the extraordinary efforts of our
more than 5,200 employees who continue
to serve, with unwavering commitment,
our communities across New Zealand,
Australia and Southeast Asia.
Highlights
EBOS’ Healthcare segment has
continued to benefit from its strong
market positions and organic growth
from each of the Community Pharmacy,
TerryWhite Chemmart (TWC) and
Institutional Healthcare businesses.
The revenue increase in Community
Pharmacy was driven by strong
performances from our retail brands
including TWC, market share growth in
both New Zealand and Australia and
increased volumes for high value specialty
medicines. We also saw continued organic
growth across our Symbion Hospitals,
ProPharma, and Contract Logistics
businesses underlining the diversified
nature of our Healthcare business.
Our TWC franchise network continued
its sales growth and store expansion
with the network reaching 600 stores,
further strengthening its position as
Australia’s largest health advice-
oriented community pharmacy network.
The opening of TWC’s 600th store in July
2024 highlights the continued strong
growth of the TWC brand under EBOS’
ownership, and further demonstrates
the strength and momentum of the
TWC franchise amongst professional
community pharmacists.
This milestone is one of several recent
accomplishments for TWC including
receiving the 2024
Inside Retail ‘Retailer
of the Year Award’ for its CareClinic
health services program. TWC has also
maintained its position as Australia’s
largest pharmacy provider of vaccination
services and the strategic emphasis on
vaccination leadership has in turn helped
drive expansion of its award winning
CareClinic program.
It is now approximately 12 months
since the commencement of the
Australian Government’s policy allowing
pharmacists to dispense 60 days’ supply
of PBS medicines, compared to previous
limits of 30 days’ supply. The impact to
our Community Pharmacy business was
broadly offset in FY24 by the government
providing a corresponding increase to
the Community Service Obligation (CSO)
funding pool.
The 8th Community Pharmacy
Agreement (CPA) came into effect on
1 July 2024 and provides continued
investment in the community pharmacy
sector. This agreement outlines the
terms of funding and support provided
to community pharmacies, aiming to
enhance their services and sustainability.
The current CSO (Community Service
Obligation) deed, a separate but related
agreement has been extended whilst we
finalise discussions with the Australian
Government regarding arrangements
in the first pharmacy wholesaler
agreement.
Institutional Healthcare’s revenue
increase of 11.5% on the prior year
was driven by growth in our Symbion
Hospitals and Medical Technology
businesses. Symbion Hospitals revenue
growth of 16% was predominantly driven
by both gains in market share and sales
of high value specialty medicines.
Our Medical Technology business
delivered strong GOR growth of 10.2%,
driven by our spine, implant, aesthetics
and allograft channels. Revenue growth
was lower at approximately 6%, reflecting
the rationalisation of lower margin,
non-strategic product portfolios during
the year to optimise the business for
future profitable growth. The Medical
Consumables business delivered
organic growth, partially offset by the
unwind of PPE sales and other COVID-19
related activity and a weaker flu season
compared to last year.
Our Contract Logistics business in
Australia continues to generate growth
through new and existing principals
whilst in New Zealand, the Contract
Logistics business was impacted by
the fall in demand for the storage and
servicing of COVID-19 related products.
We are confident
in the outlook for
the Group and we
are making strong
progress on our
near-term growth
strategies.
Liz Coutts
Chair
John Cullity
Chief Executive Officer
Business Overview
11
Consistent with our strategy of investing for growth, we increased
our shareholding in Transmedic, our leading independent medical
devices distributor in Southeast Asia, to 90% and entered into
arrangements that will facilitate us moving to 100% ownership in
FY26. We have also completed four small bolt-on acquisitions in
the Medical Technology and Medical Consumables businesses
across ANZ and Southeast Asia.
In addition, the Healthcare segment continued to invest in its
operational infrastructure to support its growth and enhance
our supply chain capabilities. Over the past 12 months, we have
completed and initiated major projects in New Zealand and
Australia, increasing our storage capacity for both medicines and
consumables.
Most notably, our Healthcare Logistics (HCL) business in Australia
opened its second state-of-the-art pharmaceutical grade facility
in Sydney, New South Wales. This facility can store over 38,000
pallets of products for all types of scheduled medicines. As part of
our commitment to sustainability, this world class site is equipped
with features including a 4,000-panel roof-top solar array,
165,000L underground rainwater storage, smart lighting, a waste
recycling system, and 10 electric vehicle charging stations. We are
working towards having the facility certified as a 6-Star Green
Star Building by the Green Building Council of Australia.
The growth in our Animal Care segment was driven by the strong
performance of our Black Hawk and VitaPet brands, the launch
of new product ranges and the contribution from the recently
acquired Superior Pet Food Co. (Superior).
Meeting and exceeding the expectations of pet owners remained
a priority for the Animal Care segment. Consistent with our
Animal Care growth strategy, several new product development
launches occurred in FY24, diversifying our product offering
and complementing our existing core products. These launches
included the Black Hawk Healthy Benefits® range, the new VitaPet
food range and the relaunch and extension of the Black Hawk cat
food range.
Capitalising on the capabilities of our pet food manufacturing plant
in Parkes, Australia, Black Hawk launched, in September 2023, its new
Healthy Benefits dry dog food product range – developed by animal
nutritionists and vets to address common health concerns in dogs.
VitaPet’s new dry dog food range was launched into major
supermarkets in Australia, and tapping into the humanisation of
pet food trends, several new treats were also launched under the
VitaPet brand, such as bakery-style mini pretzel treats.
In another major development for cat owners Black Hawk has
recently launched a new and improved range of Black Hawk dry
and wet food meals. Available in pet specialty channels and vet
clinics the products feature premium ingredients, supported by
comprehensive consumer research and formulations that meet
the unique feline needs.
EBOS Group’s Board of Directors and Executives visit Australian Biotechnologies in Sydney, NSW.
EBOS Group Annual Report 2024
12
CHAIR AND CEO REPORT
FY24 also marked the first year of EBOS’
ownership of Superior, a leading New
Zealand manufacturer and supplier
of premium dog rolls and dog treats,
with the business continuing to grow its
product range with grocery partners.
Superior also invested in the expansion
and upgrade of its manufacturing plant,
positioning the business for future
growth and increased volume output.
EBOS’ purpose, ‘advance opportunities to
enrich lives’ applies not only to customers,
patients and the communities we serve
but also to our over 5,200 employees.
To develop our leaders of tomorrow,
EBOS’ Catalyst sponsorship program
connects EBOS’ leaders of today with
program participants to build their
capability, courage and confidence
through learning, coaching, and
networking opportunities. Further,
our Group Talent Council comprising
of business and functional leaders is
working proactively with leadership
teams across our businesses to optimise
career opportunities for our employees.
As part of EBOS’ commitment to
fostering a safe, inclusive, and respectful
workplace environment and due to
new developments in relation to sexual
harassment and psychosocial health, the
EBOS Group Workplace Discrimination,
Harassment & Bullying policy was
updated to include a ‘Bystander’
clause. This update emphasises the
responsibility of every individual within
EBOS to actively contribute to a safe and
supportive work environment.
The welfare and safety of employees
is paramount and the Group’s Work
Health & Safety (WHS) management
system focuses on strong leadership
and accountability for workplace safety
policies and practices. The Group Safety
Committee, chaired by the CEO, oversees
relevant policies and initiatives, including
training, critical risk management and
furthering use of technology to mitigate
risks. Operating divisions report monthly
performance data to senior management
and the Board receives monthly and
annual reports on key metrics and other
key initiatives being undertaken by our
Group safety team.
Sustainability and community
EBOS continued to make solid progress
with our ESG strategies during the year
and these included the electrification
of a new 500kW roof-mounted solar
array at our pet food manufacturing
facility in Parkes. Our focus has now
turned to the installation of a ground-
mounted solar array in Parkes that is
expected to generate approximately 5MW
of clean energy. We continue to work with
regulators on the necessary approvals for
subsequent works with the aim to generate
electricity equivalent to our forecast
Australian electricity needs during FY27.
Building upon our climate scenario
analysis, including identifying climate
risks and opportunities for the Group,
we will release our inaugural Climate
Statement in accordance with the
‘Aotearoa New Zealand Climate
Standards’ in October 2024.
EBOS cannot achieve its ESG Program
objectives in isolation, so we invest in
strategic partnerships with organisations
that share our common values. We are
proud to continue our longstanding
relationship with Greenfleet, a leading
environmental not-for-profit. Greenfleet
uses our donations for biodiverse
reforestation projects offsetting a large
part of our freight emissions.
Looking forward, ongoing initiatives on
sustainable packaging are expected to
contribute to the strengthening of the
circular economy. Our grocery brands
are on track to commence the transition
to more sustainable packaging in 2025
by eliminating hard-to-recycle plastics in
order to meet industry expectations and
anticipated government regulations.
During the reporting period, we
continued to focus on enhancing
safeguards to protect against social
risks. We commenced embedding
proactive risk management measures
in relation to modern slavery and
other social risks as part of our ethical
sourcing framework and, more broadly,
in response to emerging and dynamic
threats, we remain focussed on
enhancing safeguards to protect our
data and systems.
Together with other aspects of our
corporate strategy, the Board oversees
development and implementation of our
ESG Program as part of its commitment
to sound corporate governance. Business
ethics are central to leadership and
decision making at EBOS, as outlined in
our Corporate Governance Code which
was most recently updated in October
2023.
For many years, EBOS has strived to
‘help out’ by providing support to various
healthcare, animal care and community
focussed charities. Across New Zealand
and Australia we proudly continue to
support the work of Ovarian Cancer
Australia, Back Track, Landsar, Fight
MND, Cerebral Palsy Alliance, Malpa
and the Australian Prostate Centre, and
EBOS’ purpose,
‘advance
opportunities
to enrich lives’
applies not only
to customers,
patients and the
communities we
serve but also to
our over 5,200
employees.
Business Overview
13
extend support to employees who raise funds
for registered health and animal welfare
charities, via the EBOS Match Funding policy.
Since the acquisition of Transmedic, this
support has extended to Southeast Asia
where our teams play an important role in
healthcare initiatives such as the Cambodia
Spine Outreach program. Members of
our New Zealand spinal team supported
operations at the Children’s Surgical
Centre in Phnom Penh for patients whose
families were unable to afford spinal surgery
treatment. Ten surgeries were successfully
completed, with nine patients receiving
state-of-the-art spinal implant constructs
donated through our supply partner
Spineart, highlighting the team’s dedication
to improving healthcare access in the region.
We encourage shareholders to read further
information on our ESG Program which is
contained in our 2024 Sustainability Report.
Our Board and Executive Team
Consistent with EBOS’ Board renewal process,
independent director Peter Williams will retire
as a director with effect from the conclusion
of the 2024 Annual Meeting. Peter’s retirement
is part of a carefully considered succession
process that includes the appointments of
Mark Bloom and Julie Tay as independent
directors during the last two years, the
proposed appointment of Matt Muscio and
the current search for a second new director.
Peter has dedicated 11 years to the EBOS
Board and over that time has made an
enormous contribution having joined the
Board following EBOS’ acquisition of Symbion
– a pivotal time for our company. Peter has
also been universally acknowledged as a
respected source of counsel and support
to our senior management teams over
the years. During his tenure as a director,
EBOS has generated significant growth and
shareholder value and on behalf of the Board,
and indeed our shareholders, we sincerely
thank Peter and wish him all the very best in
his retirement.
We also recently announced two executive
appointments with Alistair Gray to the role of
Chief Financial Officer (CFO) (commencing
30 September 2024) and Andrew McLean to
the role of Chief Executive Officer – Medical
Technology (commenced 5 August 2024).
Following a search for new non-executive
directors, the Board intends to propose a
resolution at the 2024 Annual Meeting for
EBOS’ former CEO - Medical Technology, Matt
Muscio, to be appointed as a non-executive
director of EBOS. Mr Muscio will remain with
the business in an executive capacity until 31
December 2024 with his Board appointment
taking effect from 1 January 2025.
Final dividend
The Directors declared a final dividend of NZ
61.5 cents per share. In combination with the
interim dividend, this brings total dividends
declared for FY24 to NZ 118.5 cents per share
(up 7.7%), representing a 69.5% underlying
payout ratio.
The record date for the final dividend is
30 August 2024 and the dividend will be paid
on 18 September 2024. The dividend will be
imputed to 25% for New Zealand tax resident
shareholders and fully franked for Australian
tax resident shareholders.
Outlook
EBOS is pleased with the strong earnings
growth achieved in FY24, driven by both
organic growth and acquisitions.
Our earnings have demonstrated resilience
and continued growth despite the uncertain
macroeconomic environment, reflecting the
defensive and diverse nature of our Group.
Our FY25 performance however will be
impacted by the non-renewal of the Chemist
Warehouse Australia (CWA) contract, which
generated approximately $2.2 billion of
revenue in FY24 and ceased on 30 June 2024.
Despite this the Group expects to generate
Underlying EBITDA in FY25 of between
$575 million to $600 million.
This guidance implies Underlying FY25
EBITDA growth compared to the prior
year (excluding the CWA contract) of
approximately 5% – 10%, driven by:
• Base business growth in both the
Healthcare and Animal Care segments;
• Community Pharmacy revenue and
segment share growth against a backdrop
of changed industry dynamics; and
• Cost reduction initiatives across the Group.
EBOS’ balance sheet is strong and we are
well positioned to pursue both organic and
inorganic growth opportunities.
We again acknowledge the efforts and
contribution of our over 5,200 employees
across the regions where we operate and thank
our shareholders for their ongoing support.
Elizabeth Coutts
Chair
John Cullity
CEO
EBOS Group Annual Report 2024
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EBOS Group Annual Report 2024
14
ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM
At EBOS, our vision is to drive significant impact every day
in the lives of our people and those we serve.
As a market leading healthcare and animal care company,
we recognise our organisation has the power and people to
lead by example and make the world a better place socially
and environmentally.
Our fourth annual Sustainability Report showcases the Group’s
progress with its Environmental, Social and Governance (ESG)
Program, which sets out the actions we will take to ensure we
consistently and sustainably deliver on our responsibilities as a
provider of essential network infrastructure, products and services.
To read our latest report online, please visit
www.ebosgroup.com/sustainability.
Solar array update
In FY24, we reached an important milestone in our solar array
project with the electrification of the new 500kW roof-mounted
solar array at Parkes, NSW. Our focus has now turned to the
installation of a ground-mounted array in Parkes that is expected
to generate approximately 5MW of clean energy. We continue to
work with regulators on the necessary approvals for subsequent
works with the aim to generate electricity equivalent to our forecast
Australian electricity needs during FY27.
EBOS community support
For many years, EBOS has strived to ‘help out’ by providing
support to various healthcare, animal care and community
focussed charities. EBOS is proud to support the following:
EBOS Climate Statement
The Group’s first Climate Statement outlining our climate risks
and opportunities, including metrics and targets will be released in
October, 2024.
MORE INFORMATION
Our Climate Statement will be available at:
www.ebosgroup.com/sustainability/climate-
statement
For more information on Community and
Environment visit www.ebosgroup.com/
sustainability/communityand-environment
Business Overview
15
Our ESG Program
15
FY24 ESG HIGHLIGHTS
94,000+12 million+
customersorders
90,000+
product lines
285 million+
units of prescription
medications supplied to
pharmacies and hospitals
1.2 million+
medical devices supplied for
use in patient surgery and
treatments
6,400+
suppliers
3
new policies supporting
privacy and data security
zero reported Scope 1
GHG emissions after
offsets
1
18,261
tonnes of carbon offset
with Greenfleet
4.8%
Median Total
Remuneration Gender
Pay Gap in Australia
2
1
Means that EBOS invested in offsets equivalent to its gross Scope 1 emissions. The offsets acquired and retired were Australian Carbon Credit Units (ACCUs).
Further details regarding our Scope 1 boundaries and exclusions and limitations and our approach to reporting targets will be included in our 2024 Climate Statement that will
be released in October 2024.
2
This data is for the reporting period to 31 March 2023 and was lodged in May 2023 and reported publicly by the Workplace Gender Equality Agency (WGEA) in FY24.
EBOS Group Annual Report 2024
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EBOS Group Annual Report 2024
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Our diverse and expanding Healthcare segment has delivered
another strong performance for the Group.
Our leading market positions, strategic value-added investment in
our people, infrastructure, products and services and disciplined
financial management, have resulted in a 6.0% Underlying EBITDA
increase in a challenging macroeconomic environment.
In FY24, our industry leading TerryWhite Chemmart franchise
expanded its network, our Medical Technology business increased
its foothold in Southeast Asia, we strengthened our supply chain
support to customers, and under changing industry dynamics we
capitalised on opportunities to secure new contract wins across our
pharmacy wholesale business.
Investing in our healthcare infrastructure
EBOS is firmly committed to investing in and enhancing our supply
chain capabilities to meet the needs of our customers so we can
support delivering optimal health outcomes to the community.
Over the past 12 months, we have completed and initiated major
projects in New Zealand and Australia, increasing our storage
capacity for medicines and consumables ensuring we can meet the
demands of an ever-changing healthcare market.
Most notably, our Healthcare Logistics (HCL) business in Australia
opened a new purpose built, state-of-the-art pharmaceutical grade
Contract Logistics facility in Sydney, New South Wales. This facility
can store over 38,000 pallets of products of all types of scheduled
medicines.
As part of our commitment to sustainability, this world class site is
equipped with features including a 4,000-panel roof-mounted solar
array, 165,000L underground rainwater storage, smart lighting, a
waste recycling system, and 10 electric vehicle charging stations.
We are working towards having the facility certified as a 6-Star
Green Star Building by the Green Building Council of Australia.
Other infrastructure projects completed or underway include:
• New HCL contract logistics distribution centre in Auckland
(fully operational).
• New EBOS Healthcare medical consumables distribution centres
in Sydney (fully operational) and Melbourne (expected to be fully
operational in FY25).
• New pharmaceutical wholesale distribution centre in Auckland
(completion expected in FY25).
• New medical consumables distribution centre in Auckland
(completion expected in 2025).
HEALTHCARE HIGHLIGHTS
Our diverse and expanding
Healthcare segment has
delivered another strong
performance for the Group.
Business Overview
17
Healthcare Highlights
17
HIGHLIGHTS
64,000+ 445
customersTerryWhite Chemmart
pharmacies added
new purpose
built facilities
+6.0%
Underlying EBITDA
Supporting customers in all extremes
Our Supply Chain teams ensure our customers in every corner of
New Zealand and Australia can access vital medicines, vaccines
and healthcare solutions, even in times of adversity.
This was demonstrated when severe Tropical Cyclone Kirrily struck
Queensland on 25 January 2024 cutting power to thousands of
homes and businesses including Symbion’s Townsville distribution
centre, which provides medicines to customers as far north as
Clifton Beach, 1,700 kilometres from Brisbane.
Over the Australia Day long weekend, our warehouse team in
Townsville worked to refuel on-site emergency generators which
had been activated to maintain critical temperature control for
cold chain medicines. This ensured deliveries could be made as
soon as roads and the airport were reopened for critical supplies.
Customer growth
We completed significant work in FY24 in the resizing of our
pharmacy wholesale business, providing a platform to capitalise on
opportunities to drive substantial future growth.
As we manage the changing industry dynamics in Australia, we
are confident in growing our pharmacy customer base as our
wholesale team continues to serve existing customers and pursue
new accounts in this changing market.
New business wins were also secured across Symbion Hospitals,
ProPharma, and HCL Australia and New Zealand demonstrating
the commitment across all facets of our Healthcare business to our
continued success.
This achievement underscores our dedication to delivering value
to our customers, supporting their goals and further solidifies our
position as a trusted healthcare partner and provider.
Electric vehicle charging stations at Healthcare Logistics (HCL), Eastern Creek, NSW.
EBOS Group Annual Report 2024
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HEALTHCARE HIGHLIGHTS TERRYWHITE CHEMMART
In FY24, TerryWhite Chemmart (TWC) demonstrated continued
leadership in the community pharmacy sector, marked by
advancements in health services, innovation, and customer
engagement that have propelled growth across its extensive
award-winning pharmacy network.
Milestone 600 stores
TWC welcomed 44 pharmacies to their network and recently
announced the 600th location in Bayswater, Victoria. The official
grand opening of the 600th pharmacy was celebrated on 20 July
this year. The continued expansion of the franchise underscores
the brand’s strong reputation for healthcare and vaccination
leadership, customer service and business support.
Award winner
TWC was named
Inside Retail ‘Retailer of the Year’ in the Medium
to Large business category, in recognition of its CareClinic
program, providing patients with the opportunity to consult with
their pharmacists across a range of health concerns – including
vaccinations, urinary tract infections, blood pressure, sleep apnoea
and more, all in a private clinic space. The CareClinic program
also supports pharmacists with a range of tools and education
opportunities to deepen their clinical knowledge to support better
health outcomes.
Vaccinations
TWC maintained its position as Australia’s largest provider of
pharmacist administered vaccinations. The strategic emphasis
on vaccination leadership has helped drive expansion of TWC’s
CareClinic program.
Expanding patient care
TWC is helping drive healthcare innovation by supporting
pharmacists to participate in the Queensland Community
Pharmacy Full Scope Pilot. Participating pharmacists have
completed additional clinical training so they can offer
consultations for health services across a range of health
conditions and wellbeing services, helping to ease pressure
on GPs and hospitals, making healthcare more accessible for
Queenslanders. Three TWC pharmacists in Queensland were
among the first cohort of community pharmacists to begin
prescribing services after finishing 12 months of university-led
education and training.
Customer focus
The brand continues to build its customer proposition with the
introduction of a range of initiatives readily available to our
network’s customers on the MyTWC platform. These initiatives
include a telehealth partnership with Hola Health providing ease
of access to GPs for our patients’ everyday health needs whilst our
new partnership with DoorDash expedites delivery for prescriptions
and essential pharmacy items. Our ongoing investment in the
Rewards Plus loyalty platform drives deeper customer engagement
and the introduction of 62 new consumer products to the TWC
branded range in FY24 provides greater choice for customers.
These improvements offer customers of our network greater
convenience and value, and fosters deeper engagement with
health-focused activities and the products they purchase.
Dedication to education
Continuous clinical and professional development is central
to TWC’s success, ensuring that pharmacy team members are
equipped with the latest knowledge and skills to deliver to their
full scope of practice. Now in its 10th year, Masterclass welcomed
over 500 pharmacists and healthcare professionals in June for
its 3-day Continuing Professional Development (CPD) training
event. This summit, combined with a year-round program for
pharmacists and pharmacy staff continues to demonstrate TWC’s
commitment to delivering better health outcomes for consumers.
TerryWhite Chemmart National Conference, ELEVATE.
Business Overview
19
HEALTHCARE HIGHLIGHTS CONSUMER PRODUCTS
Red Seal enters kids supplements market
Red Seal has introduced new sugar-free Kids Melties supplements to
support children’s health in essential areas of: Growth & Development,
Immune System Health, Digestive Comfort, and Sleep & Relaxation.
The innovative tablets have been designed to dissolve on the tongue,
ensuring children get essential nutrients with less hassle.
Red Seal sets the standard in toothpaste
Following the successful 2023 launch of their NATRUE Certified
Natural toothpaste range which included fluoride, Red Seal has
continued to strengthen its position in market. With a growing
number of new and young families choosing Red Seal, the brand
has established itself as a clear leader within the natural toothpaste
segment while simultaneously driving growth in the total category in
Australia and New Zealand.
Further afield Red Seal is committed to meeting specific market
needs with innovative specialty products, such as Propolis Mint
and Black Shine Whitening, available exclusively in their growing
international markets. Closer to home, this commitment to innovation
has resulted in the brand being awarded Best Free From Product
at the Australian Naturally Good Awards in May 2024 for their Red
Seal Kids fluoride Berry Bubblicious Toothpaste. This accolade is
a testament to the expertise of the dedicated Red Seal team in
delivering innovative, high quality oral care products to the market.
Steady success in foot odour control with Gran’s Remedy
Gran’s Remedy, a consistent, reliable performer in Endeavour
Consumer Health’s portfolio continues to earn the loyalty of consumers
across many markets globally. Known for its effectiveness in
combating foot odour, Gran’s Remedy recently expanded its product
range by introducing a new spray format, providing consumers with
a convenient, on-the-go and mess-free option. This new product has
already shown promising popularity in its early days, further solidifying
the Gran’s reputation for delivering trusted foot odour solutions.
The innovative tablets have
been designed to dissolve
on the tongue, ensuring
children get essential
nutrients with less hassle.
EBOS Group Annual Report 2024
20
DDU (Deformity Down Under), a decade long leading LifeHealthcare ANZ Spine education event,
expanded to the ASEAN region in May 2024 in Bali, Indonesia, hosted by Transmedic.
LifeHealthcare opens new Brisbane facility.
Business Overview
21
HEALTHCARE HIGHLIGHTS EBOS MEDICAL TECHNOLOGY
The EBOS Medical Technology business (EBOS MedTech)
encompasses an expanding collective of companies in
New Zealand, Australia, and Southeast Asia, dedicated to
pioneering and delivering transformative and life-changing
solutions for patients.
Established in 2022, the business is an increasingly valuable part
of our Institutional Healthcare division and connects patients and
surgeons with the very best products and services in market.
We do this across allograft manufacturing (Australian
Biotechnologies), medical technology distribution in ANZ
(LifeHealthcare), aesthetics device distribution in ANZ (Cryomed)
and medical technology distribution in Southeast Asia (Transmedic).
Southeast Asia expansion
Consistent with our strategy of investing for growth,
EBOS increased its shareholding in Transmedic to 90% for
approximately $135 million. Transmedic is a leading independent
medical device distributor in Southeast Asia, with operations in
seven countries.
Transmedic distributes products across therapeutic areas,
including spine, orthopaedics, cardiology, ophthalmology, and
radiation therapy. EBOS acquired an initial 51% ownership in
Transmedic through the LifeHealthcare acquisition in May 2022.
An arrangement is in place to facilitate EBOS moving to 100%
ownership in FY26.
The Transmedic business experienced strong revenue growth in
FY24 compared to FY23. The ophthalmology business which was
acquired in April 2022 has been fully integrated and rebranded
as Transmedic ophthalmology and has grown significantly under
Transmedic ownership.
We have seen significant inroads in penetration outside main cities
across the region, particularly in Malaysia and the Philippines,
along with a number of new products introduced to the portfolio to
enhance our offering in vision solutions.
Our cardiac rhythm management business has grown since our
partnership with Boston Scientific, changing the channel to market
from a direct salesforce model to a distribution model in August
2022. We have expanded the business geographically into Brunei
and Indonesia as well as expanding our penetration, particularly
upcountry in Thailand and into the provinces in the Philippines.
These two divisions form part of our strategy to be the leading
medical technology distribution business across Southeast Asia
and Hong Kong with market leading positions in our key therapy
areas with strong surgeon and partner relationships.
Integration for success
The successful integration of our ANZ-based devices businesses
into a unified SAP (Systems, Applications and Products) system
and shared facilities in Melbourne, Auckland, and Brisbane marks
a significant achievement for EBOS MedTech.
Integrating processes and facilities significantly boosted
productivity and efficiency, delivered cost savings and has allowed
teams to work more effectively and collaboratively towards
identified business objectives.
Operating on SAP made decision-making more data-driven,
improved service delivery, fostered innovation, optimised processes
and reduced customer wait times.
The integration scaled our distribution network and established
specialised shared service teams across EBOS MedTech, providing
a solid foundation for future growth and a playbook for future
acquisitions.
Cambodia Spine Outreach
EBOS MedTech facilitated life-changing spinal surgery for young
patients through sponsorship and on-the-ground support of the
Cambodia Spine Outreach Program.
Members of our New Zealand spinal team supported operations at
the Children’s Surgical Centre in Phnom Penh for patients whose
families are unable to afford treatment. Access to spinal deformity
correction in Cambodia is extremely limited with only one spine
surgeon in the country.
Ten surgeries were successfully completed, with nine patients
receiving state-of-the-art spinal implant constructs donated
through our supply partner Spineart. The Outreach Program
epitomised our team’s commitment to improving lives.
CAB Medical acquisition
EBOS MedTech expanded its portfolio by acquiring CAB Medical
in February 2024. Based in Sydney, CAB Medical is an independent
distributor specialising in foot and ankle solutions. The acquisition
enhances our position in foot and ankle solutions with strong
growth potential.
CAB Medical's products complement EBOS MedTech's offerings
and provide opportunities for expansion into New Zealand and
Southeast Asia.
EBOS MedTech and
LifeHealthcare facilitated
life-changing spinal
surgery for young patients
through sponsorship and
on-the-ground support
of the Cambodia Spine
Outreach Program.
EBOS Group Annual Report 2024
ANIMAL CARE HIGHLIGHTS
In the face of increasing competition and tough consumer
conditions, EBOS’ Animal Care team have remained focussed
on a growth strategy underpinned by innovative new products,
manufacturing capability, strong partnerships with consumers
and retailers and knowing what is best for pets.
New product development
Many pet parents place a premium on the health of their pets at
every stage of their animal’s life.
Meeting and exceeding these expectations remained a priority for
the Animal Care business which developed several new products
across our trusted brands in FY24 and penetrated new consumer
markets.
In a major breakthrough for VitaPet, its new dry dog food range was
launched into major supermarkets in New Zealand and Australia,
giving pet parents easy access to a high-quality slow cooked range
for puppies, adolescent and adult dogs.
Tapping into trends of the humanisation of pet food, several new
treats were also launched under the VitaPet brand, such as
bakery-style mini pretzel treats.
This year marks a decade since EBOS acquired premium natural
pet food brand, Black Hawk. Through investment, innovation and
the capabilities of our pet food manufacturing plant in Parkes, New
South Wales, Black Hawk sales continue to go from strength-to-
strength, underscoring its reputation and trust among consumers.
In September 2023, Black Hawk’s new Healthy Benefits dry dog
food product range – developed by animal nutritionists and vets
to address common health concerns in dogs – appeared on the
shelves of leading pet specialty retailers and vet clinics.
In another major development for the Black Hawk brand,
in February 2024 a new and improved range of Black Hawk dry and
wet food meals for cats was launched in pet specialty channels
and vet clinics. The products feature premium, natural ingredients,
supported by comprehensive consumer research and formulations
that meet the unique feline needs.
Pet Care Kitchen
In 2021, we opened our $82 million Pet Care Kitchen (PCK) in Parkes,
New South Wales bringing the best locally sourced ingredients with
veterinary led formulation to deliver outstanding premium dog and
cat kibble across our Black Hawk range.
Since launch, the state-of-the art manufacturing facility has
enhanced our ability to proactively manage and respond to market
demands, now and into the future, through scaling up production
volumes of existing products and accelerating new product
development.
PCK operates 24 hours, 5 days a week, producing millions of bags
of kibble annually, providing greater quality control in our supply
chain and ensuring the highest quality raw ingredients are used in
the products.
The PCK design features built-in efficiencies, resource optimisation,
waste reduction and energy-efficient technologies integrated into
the manufacturing process that are contributing to company-wide
sustainability goals.
PCK’s 500kW rooftop solar array, the first phase of our larger solar
array project, is now operational and will contribute to meeting part
of the facility’s annual electricity requirements.
Through ongoing training and development of staff, PCK will seek to
optimise processes and maximise productivity while ensuring the
high standards in its manufacturing operations.
Superior Pet Food Company
FY24 marked the first year of EBOS’ ownership of New Zealand dog
food and dog treats manufacturer, Superior Pet Food Co (Superior).
With brands comprising Chunky, Possyum and Field and Forest and
presence in grocery, rural retail and pet speciality stores, Superior is
recognised by pet parents for its high-formulation dog roll products
and colourant, preservative and additive-free dog treats, made
almost exclusively from New Zealand meat.
All fresh meat used in its products is sourced from local,
long-standing suppliers who are primary processors for both
export and domestic human-grade food.
In FY24, Superior continued to grow its product range with grocery
partners, and will complete the expansion of its manufacturing
plant in FY25, positioning the business for strong growth and
increased volume output.
Superior’s focus areas in FY25 will be to further extend the
production capability through investment in equipment to improve
efficiency and production.
Through ongoing training
and development of staff,
Pet Care Kitchen will seek
to optimise processes and
maximise productivity while
ensuring the high standards
in its manufacturing
operations.
22
Business Overview
23
EBOS Group Annual Report 2024
24
OUR BOARD
Elizabeth Coutts – Independent Chair
ONZM, BMS, FCA, CF Instit. D
Elizabeth Coutts was appointed to the EBOS Group Limited Board
in July 2003. She is Chair of the Remuneration Committee and a
member of the Audit and Risk Committee. She is Chair of Oceania
Healthcare Limited and 2degrees Group Limited, Director of EBOS
Group subsidiaries in New Zealand and Member, Marsh New
Zealand Advisory Board.
Elizabeth is a former Chair of Skellerup Holdings Limited, Ports
of Auckland Limited, Meritec Group, Industrial Research, Life
Pharmacy Limited, former director of Air New Zealand Limited,
the Health Funding Authority, Sanford Limited, the Yellow Group
of Companies and Tennis Auckland Region Incorporated, former
Deputy Chairman of Public Trust, former board member of Sport
NZ, former member of the Pharmaceutical Management Agency
(Pharmac), former Commissioner for both the Commerce and
Earthquake Commissions, former external monetary policy
adviser to the Governor of the Reserve Bank of New Zealand,
a former president of the Institute of Directors Inc and former
Chief Executive of the Caxton Group of Companies.
Dr Tracey Batten – Independent Director
MBBS, MHA, FRACMA, MBA (Harvard), FAICD
Dr Tracey Batten was appointed to the EBOS Group Limited Board
in July 2021. She is a member of the Remuneration Committee.
Tracey is currently Chair of the Accident Compensation
Corporation and a non-executive director of Medibank Private
Limited and Nanosonics Limited. She was previously a
non-executive director of National Institute of Water and
Atmospheric Research, Abano Healthcare Group Limited and
various other healthcare related research institutes, charities
and industry and government bodies.
During her executive career she was Group CEO of Imperial
College Healthcare NHS Trust in the United Kingdom, Group CEO
of St Vincent’s Health Australia, CEO of Eastern Health and CEO
of Dental Health Services Victoria.
The EBOS Group Limited Board is structured to bring to its deliberations a range of experience and skills relevant to the Company’s
operations. The Board comprises six independent non-executive directors.
Business Overview
25
Mark Bloom – Independent Director
BCom, BAcc, CA
Mark was appointed to the EBOS Group Limited Board in September 2022.
Mark is a member of the Audit and Risk Committee. He is currently a non-executive
director of ASX listed Abacus Storage King and AGL Energy Limited. He is a former
director of Pacific Smiles Group Limited and Abacus Property Group. Mark has over
35 years’ experience as a finance executive, including as Chief Financial Officer at ASX
listed Scentre Group Limited from its formation in July 2014 through to his retirement
in April 2019. Prior to this, he was the Deputy Group CFO of Westfield Group for
11 years. Mark has also held a number of senior finance roles, including being CFO and
executive director for insurance and financial services companies Liberty Life,
South Africa and Manulife Financial, Canada.
Stuart McLauchlan – Independent Director
BCOM, FCA, CF. Inst.D
Stuart was appointed to the EBOS Group Limited Board in July 2019. He is Chairman
of the Audit and Risk Committee and a member of the Remuneration Committee.
Stuart is a Chartered Fellow of the Institute of Directors and a Past President. He
is a chartered accountant, partner of GS McLauchlan & Co, and a Fellow of the
New Zealand Institute of Chartered Accountants. He is currently chairman of Scott
Technology Ltd and ADInstruments Ltd. He is also a governor of the New Zealand
Sports Hall of Fame and a member of the Marsh New Zealand Advisory Board. He was
formerly a director of Ngāi Tahu Tourism Ltd.
Julie Tay – Independent Director
BA, MBA (Curtin)
Ms Julie Tay was appointed to the EBOS Group Limited Board in May 2023.
Residing in Singapore, Julie is currently a director of Sonova, a global hearing care
solutions company, headquartered in Switzerland and listed on the Swiss stock
exchange. She has over 30 years’ experience in international executive and non-
executive roles across consumer healthcare, medical devices and digital healthcare.
Julie was Senior Vice President and Managing Director, Asia Pacific and member of
the global Executive Management Committee for Align Technology. Prior to this time,
she was regional head of Bayer Healthcare (Diabetes Care) in Asia Pacific and also
previously held senior executive roles in Asia at Johnson Diversey and Johnson &
Johnson.
Peter Williams – Independent Director
Peter Williams was appointed to the EBOS Group Limited Board in July 2013.
He was formerly a director of Green Cross Health Limited and an executive of
The Zuellig Group.
OUR DIRECTORS
50%
Women
1
based in Australia
4
based in New Zealand
1
based in Southeast Asia
EBOS Group Annual Report 2024
26
Business Overview
27
FINANCIAL SUMMARY
EBOS records another year of strong growth and provides
positive guidance for FY25.
Group revenue exceeded $13 billion for the first time, up 7.8%
on the prior year, driven by growth in both our Healthcare and
Animal Care segments, including strong performances from
our Community Pharmacy, Institutional Healthcare and Animal
Care divisions.
EBOS recorded Underlying EBITDA of $624.3 million,
representing 7.3% growth and Underlying NPAT of $303.4 million,
representing 7.7% growth.
Healthcare
The Healthcare segment reported revenue of $12.6 billion and
Underlying EBITDA of $548.0 million, representing 8.0% and
6.0% growth respectively. In Australia, Healthcare revenue
increased to $10.2 billion and Underlying EBITDA increased to
$455.3 million, representing 8.0% and 9.4% growth respectively.
In New Zealand and Southeast Asia, Healthcare revenue
increased to $2.4 billion, representing 7.9% growth and
Underlying EBITDA decreased to $92.8 million, representing an
8.2% decline as our New Zealand performance was impacted by
a decline in non-recurring COVID-19 activity within our Contract
Logistics business.
Healthcare segment growth was driven by our leading market
positions and solid contributions from our Community
Pharmacy, TWC and Institutional Healthcare divisions and
businesses.
Animal Care
The Animal Care segment had a strong performance
with revenue of $579.0 million and Underlying EBITDA of
$112.2 million, representing 3.2% and 13.2% growth respectively.
This growth was driven by ongoing resilience in the food
category, the contribution from the Superior acquisition and
new product development launches.
Cash flow and balance sheet
EBOS has generated underlying operating cash flows of
$367.0 million, reflecting strong Underlying EBITDA, partially
offset by finance costs, tax payments and net working capital
movements. Net capital expenditure for the year was
$118.4 million.
Return on Capital Employed for June 2024 of 15.3% was
0.2% higher than June 2023 and is in-line with target.
The Net Debt: EBITDA ratio at June 2024 was 1.89x, which is
an improvement on the 2.06x reported at 31 December 2023.
Acquisitions
Consistent with our strategy of investing for growth, since
July 2023 we have completed six acquisitions, including the
acquisition of Superior, an increase in our shareholding of
Transmedic and four small bolt-on acquisitions within our
medical technology and medical consumables businesses.
Dividends
The Directors are pleased to declare a final FY24 dividend of
NZ61.5 cents per share, which equates to a full year dividend
of NZ118.5 cents per share. For the full year, this represents an
increase of 7.7% on the prior year and a dividend payout ratio
of 69.5%.
The record date for the final dividend is 30 August 2024 and
the dividend will be paid on 18 September 2024. The final
dividend will be imputed to 25% for New Zealand tax resident
shareholders and will be fully franked for Australian tax
resident shareholders. The Group’s Dividend Reinvestment
Plan (DRP) will be operational for the upcoming final dividend.
Shareholders can elect to take shares in lieu of a cash dividend
at a discount of 2.5% to the volume weighted average share
price.
Outlook
EBOS is pleased with the strong earnings growth achieved
in FY24, driven by both organic growth and acquisitions.
Our earnings have demonstrated resilience and continued
growth despite the uncertain macroeconomic environment,
reflecting the defensive and diverse nature of our Group.
Our FY25 performance will be impacted by the non-renewal
of the Chemist Warehouse Australia (CWA) contract, which
generated approximately $2.2 billion of revenue in FY24 and
ceased on 30 June 2024.
To assist investors EBOS is providing guidance for FY25 that the
Group expects to generate Underlying EBITDA of between
$575 million to $600 million.
This guidance implies Underlying FY25 EBITDA growth
compared to the prior year (excluding the CWA contract)
of approximately 5% – 10%, driven by:
• Base business growth in both the Healthcare and Animal Care
segments;
• Community Pharmacy revenue and segment share growth
against a backdrop of changed industry dynamics; and
• Cost reduction initiatives across the Group.
July 2024 trading demonstrated positive growth compared to
the prior corresponding period (excluding the CWA contract)
and is supportive of the FY25 guidance. A further trading
update for the first three months of FY25 will be provided at the
Annual Meeting in October 2024.
EBOS Group Annual Report 2024
Financial Statements
29
28
FINANCIAL REPORT
Introducing this report 40
Section A: EBOS performance
A1. Revenue and expenses 42
A2. Segment information 45
A3. Taxation 48
A4. Earnings per share 50
Section B: Key judgements made
B1. Goodwill and intangibles 51
B2. Acquisition information 56
Section C: Operating assets and liabilities used by EBOS
C1. Trade and other receivables 60
C2. Inventories 61
C3. Trade and other payables 61
Section D: Capital assets used by EBOS to operate our business
D1. Property, plant and equipment 62
D2. Capital work in progress 63
Section E: How we fund the business
E1. Share capital 64
E2. Dividends 65
E3. Borrowings 66
E4. Borrowing facilities maturity profile 67
E5. Operating cash flows 68
Section F: EBOS Group structure
F1. Subsidiaries 70
F2. Investment in associates 73
F3. Non-controlling interests 75
Section G: How we manage risk
G1. Financial risk management 76
G2. Financial instruments 78
Section H: Other disclosures
H1. Contingent liabilities 81
H2. Commitments for expenditure 81
H3. Subsequent events 81
H4. Related party disclosures 81
H5. Remuneration of auditors 82
H6. Leases 83
CONTENTS
Directors’ Responsibility Statement 29
Independent Auditor’s Report 30
Financial Statements 34
Consolidated Income Statement 34
Consolidated Statement of Comprehensive Income 35
Consolidated Balance Sheet 36
Consolidated Statement of Changes in Equity 38
Consolidated Cash Flow Statement 39
Notes to the consolidated Financial Statements 40
Additional stock exchange information 86
Key
Key judgements and other judgements made
Subsequent event
Risks
Accounting policy
Explanatory note
EBOS Group Annual Report 2024
Financial Statements
29
28
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors of EBOS Group Limited are pleased to present to
shareholders the financial statements for EBOS Group Limited
and its controlled entities (together the “Group”) for the year to
30 June 2024.
The Directors are responsible for presenting financial statements
in accordance with New Zealand law and generally accepted
accounting practice, which give a true and fair view of the
financial position of the Group as at 30 June 2024 and the results
of their operations and cash flows for the year ended on that date.
The Directors consider the financial statements of the Group
have been prepared using accounting policies which have been
consistently applied and supported by reasonable judgements
and estimates and that all relevant financial reporting and
accounting standards have been followed.
The Directors believe that proper accounting records have been
kept which enable with reasonable accuracy, the determination
of the financial position of the Group and facilitate compliance
of the financial statements with the Financial Markets Conduct
Act 2013.
The Directors consider that they have taken adequate steps to
safeguard the assets of the Group, and to prevent and detect
fraud and other irregularities. Internal control procedures are
also considered to be sufficient to provide reasonable assurance
as to the integrity and reliability of the financial statements.
The financial statements are signed on behalf of the Board by:
Elizabeth Coutts
Chair
Stuart McLauchlan
Director
20 August 2024
EBOS Group Annual Report 2024
Financial Statements
31
30
To the Shareholders of EBOS Group Limited
Opinion
We have audited the consolidated financial statements of EBOS Group Limited (the ‘Company’) and its
subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 30 June 2024, and the
consolidated income statement, statement of comprehensive income, statement of changes in equity and cash
flow statement for the year then ended, and notes to the consolidated financial statements, including material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 34 to 85, present fairly, in all
material respects, the consolidated financial position of the Group as at 30 June 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 Group in accordance with Professional and Ethical Standard 1
International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand)
issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’
International Code of Ethics for Professional Accountants (including International Independence
Standards)
, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other assignments for the Group in the area of taxation compliance services. These services
have not impaired our independence as auditor of the Group. In addition to this, partners and employees of our
firm deal with the Group on normal terms within the ordinary course of trading activities of the business of the
Group. The firm has no other relationship with, or interest in, the Group.
Audit Materiality
We consider materiality primarily in terms of the magnitude of misstatement in the financial statements
of the Group that in our judgement would make it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also
assess whether other matters that come to our attention during the audit would in our judgement change or
influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the
scope of our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $19.2m.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current period. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS
EBOS Group Annual Report 2024
Financial Statements
31
30
Key audit matterHow our audit addressed the key audit matter
Goodwill and Indefinite Life Intangible Asset Impairment Assessment
The Group has $2,068m of goodwill and $192m of indefinite life
intangible assets, including brands of $166m, on the balance sheet
at 30 June 2024, as detailed in note B1 to the financial statements.
The carrying values of goodwill and indefinite life intangible assets
are dependent on the future cash flows expected to be generated
by the underlying businesses, and there is a risk if these cash flows
do not meet the Group’s expectations that the assets may be
impaired.
The Group tests goodwill and indefinite life intangible assets at
least annually by determining the recoverable amount (the higher
of value-in-use or fair value less costs to sell) of the individual
assets where possible, or otherwise the cash generating units to
which the assets belong and comparing the recoverable amounts
of the assets to their carrying values.
The impairment assessment models prepared by the Group
contain a number of significant assumptions. Changes in these
assumptions might lead to a change in the carrying value of
indefinite life intangible assets and goodwill.
The Group has assessed the recoverable amount of brands
based on fair value using the relief from royalty method.
The key assumptions applied in the above models are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates;
• royalty rates; and
• terminal growth rates.
The Group has assessed the recoverable amount of each cash
generating unit (“CGU”) or group of CGUs to which goodwill
has been allocated based on value-in-use models. The key
assumptions applied in the value-in-use models are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates; and
• terminal growth rates.
We have included the impairment assessments of goodwill and
indefinite life intangible assets as a key audit matter due to the
significance of the balances to the financial statements and the
level of judgement applied by the Group in determining the key
assumptions used to determine the recoverable amounts.
We considered whether the Group’s methodology for assessing
impairment is compliant with NZ IAS 36: Impairment of Assets.
We focused on testing and challenging the suitability of the models
and reasonableness of the assumptions used by the Group in
conducting its impairment reviews.
Our procedures included:
• Agreeing a sample of future cash flows to Board approved
forecasts;
• Challenging the reliability of the Group’s revenue and expense
growth rates by comparing the forecasts underlying the growth
rates to historical forecasts and actual results of the underlying
businesses (where applicable); and
• Assessing the reasonableness of key assumptions and changes to
them from previous years.
We used our internal valuation specialists to assist with
evaluating the models and challenging the Group’s key
assumptions. The procedures of the specialists included:
• Evaluating the appropriateness of the valuation methodology;
• Testing the mathematical integrity of the models;
• Evaluating the Group’s determination of the pre-tax discount
rates and royalty rates used in the models through consideration
of the relevant risk factors for each CGU, the cost of capital for the
Group, and market data on comparable businesses; and
• Comparing the terminal growth rates to market data for the
industry sectors.
We evaluated the sensitivity analysis performed by management
to consider the extent to which a change in one or more of the
key assumptions could give rise to impairment in the goodwill and
indefinite life intangible assets.
EBOS Group Annual Report 2024
Financial Statements
33
32
To the Shareholders of EBOS Group Limited continued
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. The Climate Statement which will be issued in October 2024 as outlined on page 14 in the Annual Report
is expected to be made available to us after the date of 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.
When we read the Climate Statement, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to directors and consider further appropriate actions.
Directors’
responsibilities for the
consolidated financial
statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
directors determine is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s
responsibilities
for the audit of the
consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located on
the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we
might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company’s shareholders as a body, for our audit work, for this report, or for the opinions
we have formed.
Mike Hoshek,
Partner for Deloitte Limited
Christchurch, New Zealand
20 August 2024
EBOS Group Annual Report 2024
Financial Statements
33
32
THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
EBOS Group Annual Report 2024
Financial Statements
35
34
The Consolidated Income Statement presents income earned and expenditure incurred by the Group during the financial year in
determining profit.
For the financial year ended 30 June 2024Notes
2024
A$’000
2023
A$’000
Revenue
A1(a)13,189,05412,237,401
Income from associatesF212,93812,369
Profit before depreciation, amortisation, net finance costs and tax expense (EBITDA)
605,595 568,776
DepreciationA1(b) (92,459)(86,246)
AmortisationA1(b) (36,412)(38,538)
Profit before net finance costs and tax expense (EBIT)
476,724 443,992
Finance income 7,320 8,542
Finance costs – borrowings (83,290)(67,808)
Finance costs – leasesH6 (17,651)(11,295)
Profit before tax expense 383,103 373,431
Tax expenseA3 (110,018)(109,986)
Profit for the year
273,085 263,445
Profit for the year attributable to:
Owners of the Company 271,549 253,373
Non-controlling interests 1,536 10,072
273,085 263,445
Earnings per share:
Basic (cents per share)A4141.3132.9
Diluted (cents per share)A4141.3132.9
CONSOLIDATED INCOME STATEMENT
NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 40 TO 85.
EBOS Group Annual Report 2024
Financial Statements
35
34
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
The Consolidated Statement of Comprehensive Income presents profit for the year, plus gains and losses that are not recognised in the
Consolidated Income Statement and instead are required to be taken directly to reserves within equity.
For the financial year ended 30 June 2024
2024
A$’000
2023
A$’000
Profit for the year
273,085 263,445
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Movement in Cash flow hedge reserve (6,726)1,114
Related income tax 1,907 (384)
Movement in foreign currency translation reserve (7,061)5,941
(11,880)6,671
Items that will not be reclassified subsequently to profit or loss:
Movement on equity instruments fair valued through other comprehensive income 5,801 1,016
Total comprehensive income net of tax 267,006 271,132
Total comprehensive income for the year is attributable to:
Owners of the Company 265,716 260,908
Non-controlling interests 1,290 10,224
267,006 271,132
NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 40 TO 85.
EBOS Group Annual Report 2024
Financial Statements
37
36
EBOS Group Annual Report 2024
36
The Consolidated Balance Sheet presents a summary of the Group’s assets, liabilities and equity at the end of the financial year.
As at 30 June 2024Notes
2024
A$’000
2023
A$’000
Current assets
Cash and cash equivalents 216,883 211,886
Trade and other receivablesC11,494,5641,497,526
Prepayments 48,756 40,474
InventoriesC2 1,210,440 1,234,237
Current tax refundable 4,822 5,918
Other financial assets – derivativesG2 6,727 16,836
Total current assets2,982,1923,006,877
Non-current assets
Property, plant and equipmentD1 383,909 329,777
Capital work in progressD261,56349,110
Prepayments 1,553 2,011
Deferred tax assetsA3 (b) 238,927 206,586
GoodwillB1 (a) 2,067,694 1,976,368
Indefinite life intangiblesB1 (b) 192,481 171,108
Finite life intangiblesB1 (d) 337,426 344,156
Right of use assetsH6 388,952 281,788
Investment in associatesF2 56,440 53,650
Other financial assets 32,925 15,602
Total non-current assets3,761,8703,430,156
Total assets 6,744,062 6,437,033
Current liabilities
Trade and other payablesC3 2,212,533 2,314,371
Bank loansE3 765,708 42,124
Lease liabilitiesH6 57,239 50,142
Current tax payable 6,451 6,370
Employee benefits 81,848 80,046
Other financial liabilities – derivativesG2 617 165,000
Total current liabilities
3,124,396 2,658,053
CONSOLIDATED BALANCE SHEET
NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 40 TO 85.
EBOS Group Annual Report 2024
Financial Statements
37
36
Financial Statements
37
CONSOLIDATED BALANCE SHEET CONTINUED
As at 30 June 2024Notes
2024
A$’000
2023
A$’000
Non-current liabilities
Bank loansE3 470,102 936,351
Lease liabilitiesH6 349,914 254,326
Trade and other payablesC3 36,921 15,383
Deferred tax liabilitiesA3 (b) 298,741 259,245
Employee benefits 10,489 10,315
Other financial liabilities – derivativesG2 35,000 -
Total non-current liabilities
1,201,167 1,475,620
Total liabilities 4,325,563 4,133,673
Net assets
2,418,499 2,303,360
Equity
Share capitalE1 1,937,210 1,889,863
Share-based payments reserve 25,297 16,210
Foreign currency translation reserve (38,126)(31,311)
Retained earnings 525,444 559,428
Equity investments fair valued through other comprehensive income reserve 815 (4,986)
Cash flow hedge reserve 369 5,188
Equity attributable to owners of the Company
2,451,009 2,434,392
Non-controlling interestsF3 (32,510)(131,032)
Total equity 2,418,499 2,303,360
NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 40 TO 85.
EBOS Group Annual Report 2024
Financial Statements
39
38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
The Consolidated Statement of Changes in Equity presents the components of capital and reserves of the Group and explains the
movements in each component during the financial year.
For the financial year ended
June 2024Notes
Share
capital
A$’000
Share-
based
payments
reserve
A$’000
Foreign
currency
trans-
lation
reserve
A$’000
Retained
earnings
A$’000
Equity in-
struments
fair valued
through
other com-
prehensive
income
reserve
A$’000
Cash
flow
hedge
reserve
A$’000
Non-
con-
trolling
interests
A$’000
Total
A$’000
Balance at 1 July 2022
1,810,56211,228(37,100)481,666(6,002)4,458(113,256)2,151,556
Profit for the year
---253,373--10,072263,445
Other comprehensive income
for the year, net of tax
--5,789-1,0167301527,687
Payment of dividendsE2---(175,611)---(175,611)
Option over non-controlling interestsF3------(28,000)(28,000)
Share-based payments-4,982-----4,982
Dividend reinvestedE177,981------77,981
Share placement and retail offer costsE1(285)------(285)
Tax on deductible issue costsE185------85
Employee share plan shares issuedE11,681------1,681
Employee share issue costsE1(161)------(161)
Balance at 30 June 2023
1,889,86316,210(31,311)559,428(4,986)5,188(131,032)2,303,360
Balance at 1 July 20231,889,86316,210(31,311)559,428(4,986)5,188(131,032)2,303,360
Profit for the year---271,549--1,536273,085
Other comprehensive income for the year,
net of tax
--(6,815)-5,801(4,819)(246)(6,079)
Payment of dividendsE2---(203,675)---(203,675)
Movement in option over
non-controlling interests
F3------(4,626)(4,626)
Transfer of non-controlling interestsF3---32,768--(32,768)-
Partial derecognition of option over
non-controlling interests
F3---(134,626)--134,626-
Share-based payments-9,087-----9,087
Dividend reinvestedE145,736------45,736
Employee share plan shares issuedE11,808------1,808
Employee share issue costsE1(197)------(197)
Balance at 30 June 2024
1,937,210 25,297 (38,126) 525,444 815369 (32,510) 2,418,499
NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 40 TO 85.
EBOS Group Annual Report 2024
Financial Statements
39
38
CONSOLIDATED CASH FLOW STATEMENT
The Consolidated Cash Flow Statement presents the cash generated and used by the Group during the financial year.
For the financial year ended 30 June 2024Notes
2024
A$’000
2023
A$’000
Cash flows from operating activities
Receipts from sale of goods and services13,198,91112,124,627
Interest received 7,320 8,542
Dividends received from associatesF2 11,929 11,579
Payments for purchase of goods and services(12,665,460)(11,529,888)
Taxes paid (103,523)(144,381)
Interest paid (100,941)(79,103)
Net cash inflow from operating activities
E5 348,236 391,376
Cash flows from investing activities
Sale of property, plant and equipment418 533
Purchase of property, plant and equipment(61,559)(54,497)
Payments for capital work in progress(34,340)(39,552)
Payments for intangible assets(22,939)(4,303)
Investment in associatesF2(2,038)(6,214)
Acquisition of subsidiariesB2(246,893)(49,658)
Investment in other financial assets(10,771)(574)
Net cash (outflow) from investing activities(378,122)(154,265)
Cash flows from financing activities
Proceeds from issue of sharesE11,6111,235
Proceeds from borrowingsE5 484,222 23,941
Repayment of borrowingsE5(226,727)(425,575)
Repayment of lease liabilitiesH6(68,649)(48,983)
Dividends paid to equity holders of parent (excluding Dividend Reinvestment Plan)(156,128)(97,749)
Net cash inflow/(outflow) from financing activities
34,329 (547,131)
Net increase/(decrease) in cash held4,443 (310,020)
Effect of exchange rate fluctuations on cash held554 4,590
Net cash and cash equivalents at the beginning of the year211,886 517,316
Net cash and cash equivalents at the end of the year
216,883 211,886
NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 40 TO 85.
EBOS Group Annual Report 2024
Financial Statements
41
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 30 June 2024.
Introducing this report
The notes to the financial statements include information that is considered relevant and material to assist the reader in the understanding
of the financial performance and financial position of EBOS Group Limited and its controlled entities (together “the Group” or “EBOS”).
Information is considered relevant and material if:
• the amount is significant because of its size and nature;
• it is important to assist the readers understanding of the results of EBOS;
• it helps to explain to the reader the changes in the business and/or operations of EBOS; or
• it relates to an aspect of operations that is important to the future performance of EBOS.
EBOS Group Limited (‘the Company’) is a profit-oriented company incorporated in New Zealand, registered under the Companies Act 1993
and dual listed on both the New Zealand Stock Exchange and the Australian Securities Exchange.
Basis of preparation
The financial statements have been prepared in
accordance with Generally Accepted Accounting Practice
(‘GAAP’). They comply with New Zealand Equivalents to 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
for profit-oriented entities.
The financial statements comply with International
Financial Reporting Standards (‘IFRS’).
EBOS is a Tier 1 for-profit entity in terms of the New Zealand
External Reporting Board Standard A1.
The Company is a FMC reporting entity for the purposes of
the Financial Markets Conduct Act 2013, and its financial
statements comply with this Act.
The financial statements have been prepared on the basis
of historical cost, except for the revaluation of certain
financial instruments. Cost is based on the fair value of the
consideration given in exchange for assets.
The information is presented in thousands of Australian
dollars, unless otherwise stated.
Critical accounting estimates and judgements
In the process of applying the Group’s accounting policies
and the application of accounting standards, EBOS
has made a number of judgements and estimates. The
estimates and underlying assumptions are based on
historic experience and various other factors that are
considered to be appropriate under the circumstances.
Therefore, there is an inherent risk that actual results may
subsequently differ from the estimates made.
These estimates and underlying assumptions are reviewed
on an on-going basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised
if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both
current and future periods.
Judgements and estimates that are considered material to
understanding the performance of EBOS are found in the
relevant notes to the financial statements. Key judgements
have been made in regard to assumptions that support
the impairment assessment for goodwill and indefinite life
intangibles (note B1) and business combination accounting
(note B2 and note F3).
EBOS Group Annual Report 2024
Financial Statements
41
40
Introducing this report continued
Basis of consolidation
The Group’s financial statements comprise the financial
statements of EBOS Group Limited, the parent company,
combined with all the entities that comprise the Group,
being its subsidiaries (listed in note F1) and its share of
associate investments (listed in note F2). The financial
statements of the members of the Group, including
associates, are prepared for the same reporting period as
the parent company, using consistent accounting policies.
Subsidiaries are consolidated on the date on which control
is obtained to the date on which control is lost.
The results of subsidiaries acquired or disposed of
during the year are included in the Consolidated Income
Statement from the effective date of acquisition or up to
the effective date of disposal, as appropriate.
All significant inter-company transactions and balances are
eliminated on consolidation.
Adopting of new and revised standards and interpretations
The Group has adopted all new accounting standards
that have become effective during the current year.
The adoption of these new standards has had no impact
upon these financial statements.
In May 2024, the New Zealand Accounting Standards
Board (NZASB) approved NZ IFRS 18 Presentation and
Disclosure of Financial Statements (IFRS 18) for application
by Tier 1 and Tier 2 for-profit entities preparing financial
statements for periods beginning on or after 1 January
2027. IFRS 18 changes how entities present the primary
financial statements and make disclosures in the notes to
the financial statements. The transition provisions of IFRS 18
require retrospective application. The Group is continuing
to assess the full impact of adopting IFRS 18.
Foreign currency
Functional currency
The financial statements of each of the Group’s entities
are measured using the currency of the primary economic
environment in which that entity operates (“the functional
currency”).
Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rate on the date
of the transaction. At each balance sheet date, monetary
assets and liabilities that are denominated in foreign
currencies are translated at the rates prevailing on the
balance sheet date. Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences arising on the settlement of
monetary items, and on the translation of monetary items,
are included in the Consolidated Income Statement for the
period.
Foreign operations
On consolidation, the assets and liabilities of EBOS’
overseas operations are translated at the exchange rate
at the reporting date. Income and expense items are
translated at the average rates for the period. Exchange
differences arising are recognised in the foreign currency
translation reserve (in equity) and recognised in profit or
loss on disposal of the foreign operation.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the
exchange rate at the reporting date.
Other accounting policies
Other accounting policies that are relevant to the
readers understanding of the financial statements are
included throughout the following notes to the financial
statements.
EBOS Group Annual Report 2024
Financial Statements
43
42
A1. Revenue and expenses
(a) Revenue
Revenue consisted of the following items:
2024
A$’000
2023
A$’000
Community Pharmacy 7,809,802 7,312,355
Institutional Healthcare 4,004,660 3,590,454
Contract Logistics Services 139,604 144,086
Contract Logistics Sales 866,126 820,549
Interdivisional eliminations (210,182)(190,887)
Healthcare 12,610,010 11,676,557
Animal Care 579,044 560,844
13,189,054 12 , 237,401
Recognition and measurement
Community Pharmacy and Institutional Healthcare
Revenue is derived from the supply of human healthcare products to pharmacies, hospitals, aged care facilities, supermarkets
and other healthcare providers in Australia, New Zealand and Southeast Asia markets. This includes the supply of agency
products and EBOS’ own branded human healthcare products distributed by the Group’s branded distribution businesses.
Following delivery of the goods, the customer obtains control as it has full discretion over the manner of distribution and price to
sell the goods, has the primary responsibility when on selling the goods and bears the risks of loss in relation to the goods.
A receivable is recognised by the Group when it passes control of the goods, which is when the goods are delivered to the customer
as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is
required before payment is made.
The transaction price may be adjusted for customers who pay their account in full, earlier than what standard credit terms would
require, or for incremental costs incurred in obtaining a sales contract which are recognised over the contractual period.
Under the Group’s standard terms with customers, product returns, refunds and provision for warranties are in accordance with
local requirements. Accumulated experience has been used to determine that such returns are not significant.
Section Overview
This section explains the financial performance of EBOS by:
a) displaying additional information about individual items in the Consolidated Income Statement;
b) presenting further analysis of EBOS’ operating segments by revenue and expenses; and
c) providing an analysis of the components of EBOS’ tax balances for the year and the current imputation credit
account balance.
Section A: EBOS performance
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the financial year ended 30 June 2024.
EBOS Group Annual Report 2024
Financial Statements
43
42
A1. Revenue and expenses continued
(a) Revenue continued
Recognition and measurement
Contract Logistics
Sales: Sales consist of the sale of human healthcare
products to a wide range of healthcare customers
(wholesalers, pharmacies, hospitals and medical centres),
in accordance with agreed terms with the customer.
A receivable is recognised by the Group when it passes
control of the goods, as this represents the point in time at
which the right to consideration becomes unconditional,
as only the passage of time is required before payment is
made.
Under our standard terms with customers product
returns, refunds and provision for warranties provided
are in accordance with local requirements. Accumulated
experience has been used to determine that such returns
are not significant.
Service fees: Revenue is derived from the provision of
logistics services for a fee to healthcare manufacturers
for their operating activities in Australia and New
Zealand. Service fees are typically charged for storage
of manufacturer’s inventory holdings and pick, pack and
delivery services provided over a period of time, typically
on a monthly basis, as specified within contractual rates
agreed with the manufacturer.
The performance obligation is satisfied either at a point in
time or over time, as applicable, at which point the right to
consideration becomes unconditional, as only the passage
of time is required before payment is made.
Animal Care
Revenue is derived from the supply of animal care products
to pet retail, grocery and vet clinics across Australia and
New Zealand. This includes EBOS’ own manufactured
and contract manufactured animal care products. Upon
delivery of the goods, the customer assumes full control as
it has complete discretion over the manner of distribution
and pricing of goods, has the primary responsibility when
on-selling the goods and bears the risks of loss in relation
to the goods.
A receivable is recognised by the Group when it passes
control of the goods, which is when the goods are delivered
to the customer as this represents the point in time at
which the right to consideration becomes unconditional,
as only the passage of time is required before payment is
made.
Under the Group’s standard terms with customers
product returns, refunds and provision for warranties
are in accordance with local requirements. Accumulated
experience has been used to determine that such returns
are not significant.
EBOS Group Annual Report 2024
44
A1. Revenue and expenses continued
(b) Expenses
Profit before tax expense has been arrived at after charging the following expenses by nature:
2024
A$’000
2023
A$’000
One-off items
(1)
(18,748)(13,234)
Cost of sales (11,546,832)(10,676,268)
Writedown of inventory (9,316)(13,671)
Impairment loss on trade and other receivables (461)(1,096)
Depreciation of property, plant and equipment (30,325)(32,454)
Depreciation on right of use assets (62,134)(53,792)
Amortisation (non-cash) of finite life intangibles attributable to fair
value adjustments for the LifeHealthcare Group acquisition (26,181)(26,938)
Amortisation of other finite life intangibles (10,231)(11,600)
Short-term and low value asset leases(10,333)(10,358)
Donations(698)(443)
Employee benefit expense(521,864)(491,699)
Defined contribution plan expense(34,708)(29,321)
Other expenses(453,437)(444,904)
Total expenses(12,725,268)(11,805,778)
(1) One-off items comprise (i) merger and acquisition costs of $10.1m (2023: $0.7m) and (ii) Healthcare Segment restructuring and transition costs of
$8.6m (2023: Institutional Healthcare integration costs of $12.5m).
Recognition and measurement
Impairment
EBOS reviews the recoverable amount of its tangible and intangible assets, including goodwill, at each balance date. If the
carrying value of an asset exceeds the recoverable amount, an impairment expense is recognised in the income statement.
Tangible assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). The recoverable
amount is the higher of an asset’s fair value less costs to sell and the present value of future cash flows expected to be generated
by the asset (value in use).
Depreciation and amortisation
Depreciation is provided for on a straight line basis on all property, plant and equipment other than freehold land,
at depreciation rates calculated to allocate the assets’ cost less estimated residual value, over their estimated useful lives.
Refer to note D1 for the useful lives used in the calculation of depreciation.
Amortisation is charged on a straight line basis over the estimated useful life of finite life intangibles. Refer to note B1(d) for the
useful lives used in the calculation of amortisation.
Short term and low value asset leases
EBOS leases certain land, buildings, plant and equipment.
The Group has elected not to recognise right of use assets and lease liabilities for short-term leases and low value asset leases.
The Group recognises the lease payments associated with the leases as an expense (recognised within other expenses in the
Income Statement on a straight-line basis over the lease term).
Financial Statements
45
A1. Revenue and expenses continued
(b) Expenses continued
Employee expenses
Provision is made for benefits owing to employees in respect of wages and salaries, annual leave, long service leave and
employee incentives for services rendered. Provisions are recognised when it is probable they will be settled and can be
measured reliably. They are carried at the remuneration rate expected to apply at the time of settlement and discounted to the
present value of the expected payment to the employee at balance date.
Net finance costs
Finance costs include bank interest and amortisation of costs incurred in connection with borrowing facilities. Finance costs
are expensed immediately as incurred, using the effective interest method, unless they relate to acquisition and development
of qualifying assets, in which case they are capitalised.
Interest income is recognised on a time-proportionate basis using the effective interest method.
A2. Segment information
(a) Reportable segments
EBOS’ major products and services are allocated consistently with the reportable segments, i.e. Healthcare and Animal Care, with no major
products and services allocated to Corporate.
(b) Segment revenues and results
The following is an analysis of EBOS’ revenue and results by reportable segment:
Revenue from external customers (A$’000)
Corporate
Includes net funding costs and
central administration expenses
that have not been allocated to
the Healthcare or Animal Care
segments.
Animal Care Segment
Sales of animal care products in a
range of sectors, own manufactured
and contract manufactured brands,
retail, and wholesale activities.
Sales of healthcare products in a
range of sectors, own brands, retail
healthcare, pharmacy, hospital
and logistic services and wholesale
activities.
20242023
Healthcare 96% $12,610,010
Animal Care 4% $579,044
Healthcare 95% $11,676,557
Animal Care 5% $560,844
Healthcare Segment
EBOS Group Annual Report 2024
Financial Statements
47
46
A2. Segment information continued
EBITDA (A$’000)
Net profit/(loss) after tax for the year attributable to owners of the Company (A$’000)
Associate information:
2024
A$’000
2023
A$’000
Included in the segment results above is income from associates:
Animal Care 10,452 10,127
Healthcare 2,486 2,242
Total income from associates 12,938 12,369
(b) Segment revenues and results continued
HealthcareAnimal CareCorporate
2023
2024
HealthcareAnimal CareCorporate
2023
2024
$537,485$103,987($35,877)$504,469$98,443($34,136)
$300,631$68,776($97,858)$268,002$64,638($79,267)
EBOS Group Annual Report 2024
Financial Statements
47
46
The following is an analysis of other financial information by reportable segment:
HealthcareAnimal CareCorporate
2024
A$’000
2023
A$’000
2024
A$’000
2023
A$’000
2024
A$’000
2023
A$’000
Revenue from external customers 12,610,01011,676,557 579,044560,844--
EBITDA
537,485 504,469 103,987 98,443 (35,877)(34,136)
Depreciation of property, plant and equipment (26,193)(28,684) (4,132)(3,770) - -
Depreciation on right of use assets (55,102)(46,826) (5,978)(5,867) (1,054)(1,099)
Amortisation (non-cash) of finite life intangibles
attributable to fair value adjustments for the
LifeHealthcare Group acquisition
(26,181)(26,938) - - - -
Amortisation of finite life intangibles (9,578)(10,919) (653)(681) - -
EBIT
420,431 391,102 93,224 88,125 (36,931)(35,235)
Net finance costs - - - - (93,621)(70,561)
Tax (expense)/benefit (118,264)(113,028) (24,448)(23,487) 32,694 26,529
Profit for the year
302,167278,074 68,776 64,638 (97, 858)(79,267)
Non-controlling interests (1,536)(10,072) - - - -
Profit for the year attributable to owners
of the Company 300,631 268,002 68,77664,638 (97, 858)(79,267)
(c) Geographical information
EBOS operates in two principal geographical areas: (i) Australia and (ii) New Zealand (country of domicile) and Southeast Asia.
EBOS’ revenue from external customers by geographical location and information about its segment assets (non-current assets),
excluding investment in associates and deferred tax assets, are detailed below:
AustraliaNew Zealand and
Southeast Asia
Group
2024
A$’000
2023
A$’000
2024
A$’000
2023
A$’000
2024
A$’000
2023
A$’000
Continuing operations
Revenue from external customers 10,647,831 9,901,504 2,541,223 2,335,897 13,189,054 12 , 237,401
Non-current assets
2,843,0702,693,830 623,433 476,0903,466,5033,169,920
A2. Segment information continued
(b) Segment revenues and results continued
EBOS Group Annual Report 2024
Financial Statements
49
48
A3. Taxation
(a) Tax expense recognised in Consolidated Income Statement
The tax rates used are principally the corporate tax rates of 28% (2023: 28%) payable by New Zealand and 30% (2023: 30%) payable by
Australian corporate entities on taxable profits under tax law in each jurisdiction.
2024
A$’000
2023
A$’000
Tax expense comprises:
Current tax expense:
Current year 108,948 105,042
Adjustments for prior years (2,762)(2,646)
106,186 102,396
Deferred tax expense/(credit):
Origination and reversal of temporary differences 5,737 6,351
Adjustments for prior years (1,905)1,239
3,832 7, 590
Total tax expense 110,018 109,986
The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial
statements as follows:
Profit before tax expense 383,103 373,431
Tax expense calculated at 28% (2023: 28%) 107, 269 104,561
Non-deductible expenses 8,716 8,015
Effect of different tax rates of subsidiaries operating in overseas jurisdictions 4,272 4,084
Over provision of tax expense in prior years (4,667)(1,407)
Other adjustments (5,572)(5,267)
Total tax expense 110,018 109,986
(d) Information about major customers
No revenues from transactions that are with a single customer amount to 10% or more of EBOS’ revenues (2023: Nil).
Recognition and measurement
The reportable segments of EBOS have been identified in accordance with NZ IFRS 8 ‘Operating Segments’.
The Group’s operating segments are identified on the basis of internal reports about components of the Group that are regularly
reviewed by the chief operating decision-maker in order to allocate resources to the segment and to assess its performance.
The accounting policies of EBOS have been consistently applied to the operating segments. Profit before depreciation,
amortisation, net finance costs and tax expense (EBITDA) is the measure reported to the chief operating decision-maker for the
purpose of resource allocation and assessment of segment performance.
Assets are not allocated to operating segments as they are not reported to the chief operating decision-maker at a segment level.
EBOS Group Annual Report 2024
Financial Statements
49
48
A3. Taxation continued
(b) Deferred tax assets and liabilities
Taxable and deductible temporary differences arise from the following:
2024
A$’000
2023
A$’000
Gross deferred tax liabilities:
Property, plant and equipment 9,698 4,945
Other payables 3,670 5,130
Other financial assets – derivatives 857 1,597
Right of use assets 116,573 85,891
Intangible assets 167,943 161,682
Total gross deferred tax liabilities 298,741 259,245
Gross deferred tax assets:
Property, plant and equipment 9,301 8,833
Other payables 80,954 82,607
Other financial assets – derivatives 287 -
Lease liabilities 123,906 90,934
Intangible assets 24,288 24,031
Tax losses carried forward 191 181
Total gross deferred tax assets
238,927 206,586
(c) Imputation credit account balances
2024
A$’000
2023
A$’000
Imputation credit account balances
Imputation credits available directly and indirectly to
shareholders of the parent company:13,15811,572
Imputation credits allow EBOS to pass on to its shareholders the benefit of the New Zealand income tax it has paid by attaching imputation
credits to the dividends it distributes, reducing shareholders’ net tax obligations.
EBOS Group Annual Report 2024
Financial Statements
51
50
A3. Taxation continued
Recognition and measurement
Taxable profit differs from profit before tax reported in
the Consolidated Income Statement as it excludes items
of income and expense that are taxable or deductible in
other years (temporary differences) and also excludes
items that will never be taxable or deductible (permanent
differences).
Income tax expense components are current income tax
and deferred tax.
Deferred tax is income tax that is expected to be payable
or recoverable in the future as a result of the unwinding of
temporary differences. These arise from differences in the
recognition of assets and liabilities for financial reporting
and for the filing of income tax returns.
Deferred tax is recognised on all temporary differences,
other than those arising:
• from goodwill;
• from the initial recognition of assets and liabilities in a
transaction (other than in a business combination) that
affects neither the accounting nor taxable profit or loss; and
• investments in associates and subsidiaries where
EBOS is able to control the reversal of the temporary
differences and such differences are not expected to
reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected
to apply to the year when a liability is settled or an asset
realised, based on tax rates and tax laws that have been
enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent it is
probable that future taxable profits will be available to
use the asset. This is reviewed at each balance date and
reduced to the extent that it is no longer probable that
sufficient taxable profits will be available in the future to
utilise the deferred tax asset.
Amendments to NZ IAS 12 Income Taxes (NZ IAS 12) –
International Tax Reform – Pillar Two Model Rules
The Group has adopted the amendment to NZ IAS 12 for the
first time in the current year. The amendment clarifies that the
Standard applies to income taxes arising from tax law enacted,
or substantively enacted, to implement the Pillar Two model
rules published by the OECD, including tax law that implements
qualified domestic minimum top-up taxes described within
those rules.
The Group has undertaken a preliminary analysis of the impact
of the legislation, in particular with regard to the utilisation of
the safe harbour regulations. In making this assessment, the
Group has applied the Pillar Two rules to the 2024 financial
results to provide an indication of possible future impacts. These
calculations demonstrated the impact on current taxes and tax
payments is estimated to be minimal for the Group. Specifically,
the safe harbour regulations are likely to be satisfied, meaning
no taxes would have risen within the jurisdictions that the Group
operates had the Pillar Two rules applied for the 2024 year.
The Group is making use of the temporary exemption resulting
from the implementation of the Pillar Two regulations, which
was included in the amendment of NZ IAS 12 published in May
2023, under which it does not have to recognise deferred taxes in
relation to Pillar Two.
A4. Earnings per share
Basic earnings
per share
Diluted earnings
per share
2024 202320242023
Earnings used in the calculation of
total earnings per shareA$’000 271,549 253,373 271,549 253,373
Weighted average number of ordinary shares for
the purposes of calculating earnings per share
No.
(000’s) 192,168 190,602 192,168 190,602
Earnings per shareCents 141.3132.9 141.3132.9
Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the company by the weighted
average number of ordinary shares on issue during the year excluding shares held as treasury stock. Diluted earnings per share
assumes conversion of all dilutive potential ordinary shares in determining the denominator.
EBOS Group Annual Report 2024
Financial Statements
51
50
B1. Goodwill and intangibles
(a) Goodwill
Notes2024
A$’000
2023
A$’000
Gross carrying amount
Balance at beginning of financial year 1,976,368 1,946,521
Recognised from business acquisitions during the yearB2 93,450 22,296
Effects of foreign currency exchange and other differences (2,124)7, 551
Net book value 2,067,694 1,976,368
Recognition and measurement
Goodwill arising on the acquisition of a subsidiary is recognised as an asset at the date that control is acquired (the acquisition
date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree over the fair value of the
identifiable net assets recognised.
Goodwill is not amortised; however, it is reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of EBOS’ CGUs or groups of CGUs expected to benefit from the synergies of the combination.
CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable
amount of the CGU is less than its carrying amount, the impairment loss is first allocated to reduce the carrying amount of any
goodwill and then to the other assets of the unit on a pro-rata basis. Any impairment loss on goodwill is recognised immediately in
profit or loss and is not subsequently reversed.
Section B: Key judgements made
Section Overview
This section identifies the balances and transactions to which key judgements have been made by EBOS in the preparation
of these financial statements. Key judgements have been made in regards to the estimates for future cash flows for
goodwill and indefinite life intangibles impairment assessment purposes, and the identification of intangible assets and
recognition of goodwill for business acquisitions.
EBOS Group Annual Report 2024
Financial Statements
53
52
B1. Goodwill and intangibles continued
(b) Indefinite life intangibles
Terr y W hi te
Chemmart
Brands
A$’000
Other
Healthcare
Brands
A$’000
Franchise
Network
A$’000
Animal
Care
Brands
A$’000
Healthcare
Trademarks
A$’000
Total
A$’000
Gross carrying amount
Balance at 1 July 2022 36,538 82,475 10,954 24,869 15,569 170,405
Effects of foreign currency exchange and
other differences - 343 - 99 261 703
Balance at 30 June 2023
36,538 82,818 10,954 24,968 15,830 171,108
Acquisitions through business combinations - - - 21,863 - 21,863
Effects of foreign currency exchange
and other differences - (98)
- (318) (74) (490)
Balance at 30 June 2024
36,538 82,720
10,954 46,513 15,756 192,481
Recognition and measurement
Indefinite life intangible assets represent purchased brands, trademarks and a franchise network asset that are initially
recognised at fair value. These intangible assets are tested annually for impairment on the same basis as for goodwill.
Judgement: useful lives of indefinite life intangible assets
The Directors have assessed these brands, trademarks and a franchise network asset as having an indefinite useful life. In coming
to this conclusion, the expected expansion of these assets across other products and markets, the typical product life cycle of
these assets, the stability of the industry in which the assets are operating, the level of maintenance expenditure required and the
period of legal control over these assets has been considered.
EBOS Group Annual Report 2024
Financial Statements
53
52
B1. Goodwill and intangibles continued
(c) Cash-generating units
The carrying amount of goodwill and indefinite life intangibles allocated to CGUs or groups of CGUs is as follows:
GoodwillIndefinite life intangibles
2024
A$’000
2023
A$’000
2024
A$’000
2023
A$’000
Healthcare Australia
1
712,631 712,631 9,059 9,059
Healthcare New Zealand
2
71,697 67,141 20,689 20,787
Healthcare: Pharmacy/Logistics NZ
3
86,852 87, 263 15,755 15,829
Healthcare: TerryWhite Group
4
56,836 53,249 47,492 47,492
Healthcare: Medical Technology
5
928,837 902,276 52,973 52,973
Animal Care
6
210,841 153,808 46,513 24,968
2 ,067,694 1,976,368 192,481 171,108
1 Australian Consumer, Hospital, Pharmacy, Primary Healthcare sectors.
2 New Zealand Consumer, Hospital, Primary Healthcare, Aged Care and International Product Supplies.
3 New Zealand Pharmacy Wholesaler and Logistic Services.
4 Australia – Terry White Group.
5 Australia, New Zealand and Southeast Asia Medical Technology.
6 Australia and New Zealand Animal Care.
For the year ended 30 June 2024, the Directors have determined that there is no impairment of any of the CGUs containing goodwill,
brands, trademarks or the franchise network asset (2023: Nil).
Key judgement: impairment assessment assumption
The recoverable amounts of cash generating units are determined on the basis of value in use calculations.
The recoverable amount calculations are most sensitive to changes in the following assumptions:
Revenue
Estimated by management based on revenue achieved in the period immediately before the start of the
assessment period and adjusted each year for any anticipated growth.
Operating costs
Estimated by management based on current trends at the start of the assessment period and adjusted
for expected changes in the business or sector in which the business operates.
Discount rates
Estimated by management based on a current market assessment of the time value of money,
cost of capital and risks specific to the asset or CGU to which the cash flows generated by that asset
or CGU are being assessed.
EBOS Group Annual Report 2024
Financial Statements
55
54
B1. Goodwill and intangibles continued
(c) Cash-generating units continued
20242023
Goodwill
Annual revenue growth rates3.0% - 7.0%3.0% - 7.0%
Allowance for increases in expenses2.8% - 5.5%3.0% - 6.0%
Pre-tax discount rates10.0% - 13.6%10.0% - 13.9%
Terminal growth rate 2.5%2.5%
Key estimate: value in use calculation
The value in use calculation uses cash flow projections based on financial forecasts approved by the Board and management
covering a five year period, including terminal value, and management’s past experience. The following estimates, excluding the
impact of known business losses, were used in the value in use calculation:
Key estimate: fair value less costs to sell
The fair value of indefinite life intangibles has been calculated using the relief from royalty method. The following estimates were used:
Management has carried out a sensitivity analysis and believe that any reasonable possible change in the key assumptions would
not cause the book value of any CGUs or groups of CGUs to exceed their recoverable amount.
20242023
Indefinite life intangibles
Annual revenue growth rates3.0% - 8.0%3.0% - 8.0%
Allowance for increases in expenses2.8% - 5.0%3.0% - 5.0%
Royalty rate1.0% - 11.8%1.0% - 11.8%
Pre-tax discount rates10.9% - 18.0%11.7% - 18.0%
Terminal growth rate 2.5%2.5%
EBOS Group Annual Report 2024
Financial Statements
55
54
B1. Goodwill and intangibles continued
(d) Finite life intangibles
Supply
contracts
A$’000
Other
A$’000
Total
A$’000
Gross carrying amount 341,717 150,196 491,913
Accumulated amortisation and impairment (29,730) (118,027) (147,757)
Balance at 30 June 2023
311,987 32,169 344,156
Gross carrying amount 341,711 179,641 521,352
Accumulated amortisation and impairment (55,905) (128,021) (183,926)
Balance at 30 June 2024
285,806 51,620 337,426
Aggregate amortisation recognised as an expense during the year:
2024
A$’000
2023
A$’000
Supply contracts
1
26,181 26,938
Other 10,231 11,600
36,412 38,538
Recognition and measurement
Finite life intangible assets are recorded at cost less accumulated amortisation. Amortisation is charged on a straight line basis
over their estimated useful life.
Other finite life intangible assets comprise primarily software.
Judgement: Useful lives of finite life intangible assets
In determining the estimated useful life of finite life intangible assets (of a period of between one to 13 years) the following
characteristics have been assessed: (i) expected expansion of the usage of the assets, (ii) the typical product life cycle of these
assets, (iii) the stability of the industry in which the assets are operating, and (iv) the level of maintenance expenditure required.
The estimated useful life and amortisation period is reviewed at the end of each annual reporting period.
(1) Non-cash amortisation of intangibles recognised on acquisitions.
EBOS Group Annual Report 2024
Financial Statements
57
56
B1. Goodwill and intangibles continued
(e) Goodwill and intangibles accounting policies
Accounting policies
At each balance sheet date, EBOS reviews the carrying amounts of its non-current assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, EBOS estimates the recoverable amount of the CGU to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (CGU) is estimated to be less than its carrying amount, the carrying amount of the asset
(CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, other than for Goodwill, the carrying amount of the asset (CGU) is increased to
the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years.
A reversal of an impairment loss is recognised as income immediately. Impairment losses cannot be reversed for goodwill.
B2. Acquisition information
The following material acquisitions of subsidiaries took place during the year:
Name of business acquired
Principal
activities
Date of
acquisition
Cost of
acquisition
A$’000
2024
100% of the business assets and liabilities of
Superior Pet Food Co. (Superior)
Animal Care
July 2023
78,300
100% of the business assets and liabilities of
CAB Medical Pty Limited (CAB)
Healthcare
February 2024
27,271
EBOS Group Annual Report 2024
Financial Statements
57
56
B2. Acquisition information continued
The purchase price allocation for acquisitions during the period is measured on a provisional basis and is subject to change
pending the finalisation of the valuation of the assets acquired and liabilities assumed. Combined details of acquisitions
undertaken during the current period are as follows:
Carrying
value
A$’000
Fair value
adjustment
A$’000
Fair value on
acquisition
A$’000
Current assets
Cash and cash equivalents 5,334 - 5,334
Trade and other receivables 5,612
(917)
1
4,695
Prepayments 353 (57)
2
296
Current tax receivable 47 (8)
3
39
Inventories 7, 532 (1,810)
4
5,722
Non-current assets
Property, plant and equipment 2,808 (784)
5
2,024
Right of use assets - 4,526
6
4,526
Deferred tax assets 39 2,468
3
2,507
Indefinite life intangibles - 21,863
7
21,863
Finite life intangibles 72 (72)
8
-
Current liabilities
Trade and other payables (3,381) (2,834)
9
(6,215)
Current tax payables (248) (784)
3
(1,032)
Lease liabilities - (732)
10
(732)
Employee benefits (1,654) (276)
11
(1,930)
Non-current liabilities
Trade and other payables - (723)
9
(723)
Lease liabilities - (3,794)
10
(3,794)
Deferred tax liabilities - (6,133)
3
(6,133)
Employee benefits (155) (300)
11
(455)
Net assets acquired
16,359 9,633 25,992
Goodwill on acquisition 93,450
Total consideration 119,442
Less cash and cash equivalents (5,334)
Less deferred purchase consideration (21,911)
Net cash outflow from acquisition 92,197
EBOS Group Annual Report 2024
Financial Statements
59
58
B2. Acquisition information continued
Judgements made:
1. To recognise the fair value of trade and other receivables on acquisition.
2. To recognise the fair value of prepayments on acquisition.
3. To recognise current and deferred tax balances on acquisition.
4. To recognise the fair value of inventories on acquisition.
5. To recognise the fair value of property, plant and equipment on acquisition.
6. To recognise the fair value of right of use assets on acquisition.
7. To recognise the fair value of the Superior Pet Food brands on acquisition.
8. To recognise the fair value of finite intangible assets on acquisition.
9. To recognise the fair value of trade and other payables on acquisition.
10. To recognise the fair value of lease liabilities on acquisition.
11. To recognise the fair value of employee benefits on acquisition.
Recognition and measurement
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method.
The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred
or assumed, and equity instruments issued by EBOS in exchange for control of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
Where applicable, the cost of acquisition includes any asset or liability resulting from a contingent consideration arrangement,
measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition
where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent
consideration classified as an asset or liability are accounted for in accordance with relevant NZ IFRSs. Changes in the fair value of
contingent consideration classified as equity are not recognised.
Goodwill arising on acquisition
Goodwill arose on the acquisitions of the business operations of Superior and CAB because the cost of acquisition included a control
premium paid. In addition, goodwill resulted from the consideration paid for the benefit of future expected cash flows above the current
fair value of the assets acquired and the expected synergies and future market benefits expected to be obtained. These benefits are
not recognised separately from goodwill as the expected future economic benefits arising cannot be reliably measured and they do not
meet the definition of identifiable intangible assets. The accounting for the business combinations including goodwill arose is considered
provisional at balance date and will be finalised within 12 months of the acquisition date.
Superior is a leading manufacturer and supplier of dog treats and premium dog rolls based in New Zealand. This acquisition expands the
Group’s portfolio of branded products in attractive categories, increases our in-house manufacturing capabilities and accelerates our new
product development initiatives.
CAB is a distributor of foot and ankle devices, consumables and allografts operating in Australia. CAB was acquired as it is a profitable
Australian healthcare business which the Group believes fits strategically with its Australian healthcare business assets.
Impact of the acquisitions on the results of the Group for the year ended 30 June 2024
The impact of the acquisitions on the Group’s results for the period ended 30 June 2024 are not considered material.
EBOS Group Annual Report 2024
Financial Statements
59
58
B2. Acquisition information continued
Impact on the Consolidated Cash Flow Statement of all acquisitions during the year:
2024
A$’000
2023
A$’000
Subsidiaries acquired
Consideration
Cash and cash equivalents
97, 531
23,874
Deferred purchase consideration
21,911
1,200
Total consideration
119,442
25,074
Represented by:
Net assets acquired
25,992
2,778
Goodwill on acquisition
93,450
22,296
Total consideration
119,442
25,074
Net cash outflow on acquisitions
Cash and cash equivalents consideration
97, 531 23,874
Cash paid for additional shares from non-controlling interests (Note F3)
134,626 -
Deferred purchase consideration paid in relation to prior year acquisitions
20,070 26,088
Less cash and cash equivalents acquired
(5,334) (304)
Total consideration
246,893 49,658
EBOS Group Annual Report 2024
Financial Statements
61
60
C1. Trade and other receivables
2024
A$’000
2023
A$’000
Trade receivables (i) 1,403,190 1,414,658
Other receivables121,747114,278
Provision for expected credit losses (ii) (30,373)(31,410)
1,494,5641,497, 526
Recognition and measurement
Trade receivables are measured on initial recognition at fair value and are subsequently carried at amortised cost.
They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is
no realistic prospect of recovery.
The Directors believe that the carrying amount of trade and other receivables approximates their fair value
(i) Trade receivables are non-interest bearing. Interest may be charged on outstanding overdue balances in accordance with the terms and
conditions under which goods are supplied. Trade debtors generally have terms of 30 days.
(ii) Provision for expected credit losses
Section C: Operating assets and liabilities used by EBOS
Not due
A$’000
30–60
days
A$’000
60–90
days
A$’000
90+
days
A$’000
Total
2024
A$’000
Trade receivables – total 1,297,738 67,019 14,741 23,692 1,403,190
Provision for expected credit losses – total (231) (2,847) (6,970) (20,325) (30,373)
Not due
A$’000
30–60
days
A$’000
60–90
days
A$’000
90+
days
A$’000
Total
2023
A$’000
Trade receivables – total 1,312,810 69,902 14,523 17,423 1,414,658
Provision for expected credit losses – total (1,764) (5,461) (6,772) (17,413) (31,410)
Section Overview
This section provides further analysis on the significant operating assets and liabilities of EBOS. These balances comprise
the material net working capital balances used by EBOS to run its day to day operating activities.
EBOS Group Annual Report 2024
Financial Statements
61
60
C1. Trade and other receivables continued
Recognition and measurement
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade receivables. The amount of ECL is updated at
each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group measures the provision for ECL using the simplified approach to measuring ECL, which uses a lifetime expected loss
allowance for all trade receivables. The Group determines lifetime ECL for groups of trade receivables with shared credit risk
characteristics. Groupings are based on customer, trading terms and ageing.
An ECL rate is determined based on the historic credit loss rates for the Group, adjusted for other current observable data that may
materially impact the Group’s future credit risk. This other observable data includes specific factors in relation to each debtor or
general economic conditions of the industry in which the debtors operate.
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 90 days past
due unless the Group has reasonable basis that a more lagging default criterion is more appropriate.
C2. Inventories
2024
A$’000
2023
A$’000
Raw materials – at cost 38,105 34,278
Finished goods 1,172,335 1,199,959
1,210,440 1,234,237
Recognition and measurement
Inventories consist of raw materials (for the manufacturing operations of EBOS) and finished goods. Inventories are recognised
at the lower of cost, determined on a weighted average basis, and net realisable value. Cost comprises direct materials and,
where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present
location and condition. Net realisable value represents the estimated selling price in the ordinary course of business, less all
estimated costs of completion and costs to be incurred in marketing, selling and distribution.
C3. Trade and other payables
2024
A$’000
2023
A$’000
Current
Trade payables 1,992,448 2,086,293
Other payables 216,444 207,142
Deferred purchase consideration 3,641 20,936
2,212,533 2,314,371
Non-current
Other payables 18,648 14,183
Deferred purchase consideration 18,273 1,200
36,921 15,383
Recognition and measurement
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
Trade and other payables, are initially measured at fair value and subsequently measured at amortised cost, using the effective
interest method.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Trade payables are unsecured and are generally settled within the month following the invoice date.
EBOS Group Annual Report 2024
Financial Statements
63
62
Reconciliation of the net carrying amount from the beginning to the end of the year (A$’000)
D1. Property, plant and equipment
Freehold
land
A$’000
Buildings
A$’000
Leasehold
improvements
and assets
A$’000
Plant and
equipment
A$’000
Office equipment,
furniture
and fittings
A$’000
Total
A$’000
Cost 28,619 75,941 56,581 260,111 36,901 458,153
Accumulated depreciation - (12,598) (21,230) (72,887) (21,661) (128,376)
Balance at 30 June 2023 28,619 63,343 35,351 187, 2 24 15,240 329,777
Cost 28,610 75,919 94,602296,205 41,276 536,612
Accumulated depreciation - (14,485)(26,721)(88,516) (22,981) (152,703)
Balance at 30 June 2024 28,610 61,434 67, 8 81207,689 18,295 383,909
Section D: Capital assets used by EBOS to operate our business
Section Overview
This section explains what capital assets, such as property, plant and equipment, that EBOS uses to operate its business
activities. This section also describes the material movements in capital assets during the year.
450,000
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
-
Opening
balance
AdditionsTransfer from
WIP
DisposalsAcquisitionsDepreciationForeign
currency
movements
and other
Closing
balance
$329,777$61,559$24,894($3,163)
$383,909
$2,024($857)($30,325)
EBOS Group Annual Report 2024
Financial Statements
63
62
Recognition and measurement
Property, plant and equipment is initially recorded at cost. Cost includes the original purchase consideration and those costs
directly attributable to bringing the item of property, plant and equipment to the location and condition for its intended use.
After recognition as an asset, property, plant and equipment is carried at cost less accumulated depreciation and impairment
losses.
Depreciation of property, plant and equipment assets, other than freehold land, is calculated on a straight-line basis.
This allocates the cost or fair value amount of an asset, less any residual value, over its estimated useful life.
Judgements and estimates – useful lives
EBOS estimates the remaining useful life of assets as follows:
• Buildings: 20 to 50 years
• Leasehold improvements: 2 to 20 years
• Plant and equipment: 2 to 20 years
• Office equipment, furniture and fittings: 2 to 20 years
The residual value and useful lives are reviewed and if appropriate adjusted at each reporting date.
D2. Capital work in progress
2024
A$’000
2023
A$’000
Capital work in progress
61,56349,110
D1. Property, plant and equipment continued
EBOS Group Annual Report 2024
Financial Statements
65
64
Capital management
EBOS manages its capital, meaning total shareholders’ funds, to provide appropriate returns to shareholders whilst maintaining a capital
structure that safeguards its ability to remain a going concern and optimises the cost of capital.
E1. Share capital
20242023
No.
000’s
Total
A$’000
No.
000’s
Total
A$’000
Fully paid ordinary shares
Balance at beginning of financial year 191,604 1,889,863 189,3831,810,562
Dividend reinvested 1,399 45,736 2,1307 7,981
Performance rights 186 - 46-
Share placement and retail offer issue costs - - -(285)
Tax on deductible issue costs - - -85
Issue of shares to staff under employee share plan 54 1,808 451,681
Employee share issue costs - (197)-(161)
193,243 1,937, 2 10 191,6041,889,863
Section E: How we fund the business
Section Overview
This section explains how EBOS funds its operations and shows the sources of other available facilities that it may call
upon if required to fund its operational or future investing activities.
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number
of shares held. Every ordinary shareholder present at a meeting of the Company in person or by proxy, is entitled to one vote per share,
and upon a poll each ordinary share is entitled to one vote per share.
Recognition and measurement
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
EBOS Group Annual Report 2024
Financial Statements
65
64
E2. Dividends
Recognition and measurement
Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in Equity are
converted from New Zealand dollars to Australian Dollars at the exchange rate applicable on the date the dividend was approved.
Unrecognised dividends are converted at the exchange rate applicable on the reporting date.
20242023
A$ Cents
per share
Total
A$’000
A$ Cents
per share
Total
A$’000
Recognised amounts
Fully paid ordinary shares:
Final – prior year 52.7 100,879 43.983,001
Interim – current year 53.7 102,796 48.292,610
Dividends per share 106.4 203,675 92.1175,611
Unrecognised amounts
Final dividend 56.8
109,788 52.4100,477
2024
NZ$ Cents
per share
2023
NZ$ Cents
per share
Recognised amounts
Fully paid ordinary shares:
Final – prior year57.049.0
Interim – current year57.053.0
Dividends per share 114.0102.0
Unrecognised amounts
Final dividend61.557.0
Subsequent event
A dividend of NZ 61.5 cents per share was declared on 20 August 2024 with the dividend being payable on 18 September 2024.
The anticipated cash impact of the dividend is approximately $109.8m.
The following table shows dividends approved in New Zealand dollars:
New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash flow
statement at the foreign currency exchange rate applicable on the date they are paid.
EBOS Group Annual Report 2024
Financial Statements
67
66
E3. Borrowings
2024
A$’000
2023
A$’000
Current
Bank loans – securitisation facility (i) 180,745 42,124
Bank loans (ii) 584,963 -
765,708 42,124
Non-current
Bank loans (ii) 470,102 936,351
470,102 936,351
(i) EBOS, through a subsidiary company, has a trade debtor securitisation facility of $400.0m (2023: $400.0m) of which $219.3m was
unutilised at 30 June 2024 (2023: $357.9m). The securitisation facility involves providing security over the future cash flows of specific trade
receivables, which meet certain criteria, in return for cash finance on a contracted percentage of the security provided. As recourse, in the
event of default by a trade debtor, remains with EBOS, the trade receivables provided as security and the funding provided are recognised
on the EBOS Consolidated Balance Sheet.
At 30 June 2024, the value of trade receivables provided as security under this securitisation facility was $236.7m (2023: $111.4m).
The net cash flows associated with the securitisation programme are disclosed in the Consolidated Cash Flow Statement as cash flows
from financing activities.
(ii) EBOS has gross bank term loan facilities of $1,632.4m (2023: $1,534.6m), of which $577.4m was unutilised at 30 June 2024 (2023: $598.2m).
EBOS fully complies with and operates within the debt facility financial covenants under the arrangements with its bankers.
Recognition and measurement
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received plus issue costs
associated with the borrowing. After initial recognition, these loans and borrowings are subsequently measured at amortised cost
using the effective interest method, which allocates the cost through the expected life of the loan or borrowing. The fair value of
non-current borrowings is approximately equal to their carrying amount.
Bank loans are classified as current liabilities unless EBOS has an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date.
EBOS Group Annual Report 2024
Financial Statements
67
66
2024
A$’000
2023
A$’000
Bank overdraft facility, reviewed annually and payable at call:
Amount unused7, 5257, 531
7, 5257, 531
Bank loan facilities with various maturity dates through to October 2027
(2023: November 2026)
Amount used 1,235,810 978,475
Amount unused 796,609 956,106
2,032,419 1,934,581
E4. Borrowings facilities maturity profile
As at 30 June 2024, EBOS had unrestricted access to the following lines of available credit:
Facility
Total facility
A$’m
Unused
A$’mMaturity
Term debt facilities ($AUD) 563.0 13.0 < 1 year
Term debt facilities ($SGD) 53.8 18.7 < 1 year
Term debt facilities ($AUD) 345.0 - 1-2 years
Term debt facilities ($AUD) 500.0 500.0 2-3 years
Term debt facilities ($AUD) 125.0 - 3-4 years
Term debt facilities ($NZD) 45.7 45.7 3-4 years
Securitisation facility ($AUD) 400.0 219.3 < 1 year
Less than
1 year
A$’000
1–2 years
A$’000
2–3 years
A$’000
3–4 years
A$’000
4–5 years
A$’000
> 5 years
A$’000
Total
A$’000
Bank loans
2024838,897373,6998,038127,664--1,348,298
202360,137689,472364,749---1,114,358
The Group has sufficient resources, including available funding facilities, to meet its obligations as and when they fall due.
The following table shows the remaining contractual maturity for EBOS’ borrowings at balance date. The table includes both interest and
principal (undiscounted) cash flows, with total bank loans of $1,235.8m (2023: $978.5m):
Financing activities
EBOS Group Annual Report 2024
Financial Statements
69
68
Movement in working capital:
Trade and other receivables2,962(123,431)
Prepayments(7, 824)(9,157)
Inventories23,797(130,262)
Current tax refundable/payable1,177(39,953)
Trade and other payables(80,300)270,728
Employee benefits1,9764,652
Foreign currency translation of working capital balances(2,445)3,258
(60,657)(24,165)
Balances classified as investing activities2,14825,831
Working capital items acquired (including fair value adjustments)1,390(4,026)
Net cash inflow from operating activities348,236391,376
E5. Operating cash flows
Reconciliation of profit for the year with cash from operating activities:
2024
A$’000
2023
A$’000
Profit for the year
273,085263,445
Add/(less) non-cash items:
Depreciation of property, plant and equipment30,32532,454
Depreciation on right of use assets62,13453,792
Amortisation of finite life intangibles attributable to fair value adjustments for the LifeHealthcare Group26,18126,938
Amortisation of other finite life intangible assets10,23111,600
Loss on sale of property, plant and equipment7111,272
Share of profit from associates(12,938)(12,369)
Expense recognised in respect of share-based payments11,7949,014
Deferred tax3,8327, 590
132,270130,291
EBOS Group Annual Report 2024
Financial Statements
69
68
Reconciliation of debt:
1 July
2023
A$’000
Net
repayments
A$’000
Borrowings
acquired
A$’000
Foreign currency
movement
A$’000
30 June
2024
A$’000
Bank loans 978,475 257,495 - (160) 1,235,810
1 July
2022
A$’000
Net
borrowings
A$’000
Borrowings
acquired
A$’000
Foreign currency
movement
A$’000
30 June
2023
A$’000
Bank loans 1,377,776 (401,634)- 2,333 978,475
E5. Operating cash flows continued
Accounting policies
Cash and cash equivalents comprise cash on hand and deposits readily convertible to cash and which are not subject to a
significant risk of change in value.
The Consolidated Cash Flow Statement is prepared exclusive of Goods and Services Tax (GST), which is consistent with the
method used in the Consolidated Income Statement.
• Operating activities include all transactions and other events that are not investing or financing activities.
• Investing activities are those activities relating to the acquisition and disposal of current and non-current investments and any
other non-current assets.
• Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and those
activities relating to the cost of servicing EBOS’ equity capital.
EBOS Group Annual Report 2024
Financial Statements
71
70
F1. Subsidiaries
The following entities comprise the significant trading and holding companies of the Group:
Parent and head entity: EBOS Group Limited
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20242023
Pet Care Holdings Australia Pty LtdAustralia100%100%
EBOS Group Australia Pty LtdAustralia100%100%
EBOS Health & Science Pty LtdAustralia100%100%
PRNZ LtdNew Zealand100%100%
Pharmacy Retailing NZ LtdNew Zealand100%100%
Pet Care Distributors Pty LtdAustralia100%100%
Masterpet Corporation LtdNew Zealand100%100%
Superior Food Co. LtdNew Zealand100%0%
Masterpet Australia Pty LtdAustralia100%100%
Botany Bay Imports and Exports Pty LtdAustralia100%100%
QPharma Pty LtdAustralia100%100%
EAHPL Pty LimitedAustralia100%100%
ZHHA Pty LtdAustralia100%100%
ZAP Services Pty LtdAustralia100%100%
Symbion Pty LtdAustralia100%100%
Intellipharm Pty LtdAustralia100%100%
Lyppard Australia Pty LtdAustralia100%100%
DoseAid Pty LtdAustralia100%100%
Symbion Trade Receivables Trust
1
Australia100%100%
Endeavour Consumer Health LimitedNew Zealand100%100%
Nexus Australasia Pty LtdAustralia100%100%
EBOS PH Pty LtdAustralia100%100%
TerryWhite Group Pty LtdAustralia100%100%
Chemmart Holdings Pty LtdAustralia100%100%
TW&CM Pty LtdAustralia100%100%
TWC IP Pty LtdAustralia100%100%
PBA Wholesale Pty LtdAustralia100%100%
Section F: EBOS Group structure
Section Overview
This section provides information to assist in understanding the EBOS Group legal structure and how it affects the financial
position and performance of the Group. Details of businesses acquired are presented in Section B.
EBOS Group Annual Report 2024
Financial Statements
71
70
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20242023
VIM Health Pty LtdAustralia100%100%
PBA Finance No. 1 Pty LtdAustralia100%100%
PBA Finance No. 2 Pty LtdAustralia100%100%
Chem Plus Pty LtdAustralia100%100%
Pharmacy Brands Australia Pty LtdAustralia100%100%
VIM Health IP Pty LtdAustralia100%100%
Tony Ferguson Weight Management Pty LtdAustralia100%100%
Lite Living Pty LtdAustralia100%100%
Alchemy Holdings Pty LtdAustralia100%100%
Alchemy Sub-Holdings Pty LtdAustralia100%100%
HPS Holdings Group (Aust) Pty LtdAustralia100%100%
HPS Hospitals Pty LtdAustralia100%100%
HPS Corrections Pty LtdAustralia100%100%
HPS Services Pty LtdAustralia100%100%
Hospharm Pty LtdAustralia100%100%
HPS IVF Pty LtdAustralia100%100%
HPS Finance Pty LtdAustralia100%100%
HPS Brands Pty LtdAustralia100%100%
Endeavour CH Pty LtdAustralia100%100%
Ventura Health Pty LtdAustralia100%100%
You Save Management Pty LtdAustralia100%100%
Mega Save Management Pty LtdAustralia100%100%
Cincotta Holding Company Pty LtdAustralia100%100%
CC Pharmacy Investments Pty LtdAustralia100%100%
CC Pharmacy Promotions Pty LtdAustralia100%100%
CC Pharmacy Management Pty LtdAustralia100%100%
Shanghai EBOS Trading Co LtdAustralia100%100%
ACN 618 208 969 Pty LtdAustralia100%100%
Warner and Webster Pty LtdAustralia100%100%
W & W Management Services PLAustralia100%100%
W M Bamford & Co. LtdNew Zealand100%0%
Protect Solutions LtdNew Zealand100%0%
EBOS Medical Devices NZ LimitedNew Zealand100%100%
EBOS Medical Devices Australia Pty LtdAustralia100%100%
CAB Medical Pty LtdAustralia100%0%
LMT Surgical Pty LtdAustralia100%100%
EBOS Group Annual Report 2024
Financial Statements
73
72
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20242023
National Surgical Pty LtdAustralia100%100%
Healthcare Supply Partners Pty LtdAustralia100%100%
EBOS Aesthetics Pty LimitedAustralia100%100%
Pioneer Medical LtdNew Zealand100%100%
Sentry Medical Pty LtdAustralia100%100%
MD Solutions Australasia Pty LtdAustralia100%100%
MD Scopes Pty LtdAustralia100%100%
Fibertech Medical Australia Pty LtdAustralia100%100%
Klinic Solutions Australasia Pty LtdAustralia100%100%
MD Solutions NZ LtdNew Zealand100%100%
Pacific Health Supplies TopCo1 Pty Ltd Australia100%100%
Pacific Health Supplies TopCo2 Pty LtdUSA100%100%
Pacific Health Supplies TopCo Pty Ltd Australia100%100%
Pacific Health Supplies Mezzco Pty Ltd Australia100%100%
Pacific Health Supplies Holdco Pty LtdAustralia100%100%
Pacific Health Supplies Bidco Pty LtdAustralia100%100%
LifeHealthcare Group Pty LtdAustralia100%100%
LifeHealthcare Finance Pty LtdAustralia100%100%
LifeHealthcare Pty LtdAustralia100%100%
LifeHealthcare Distribution Pty LtdAustralia100%100%
LifeHealthcare Services Pty LtdAustralia100%100%
LifeHealthcare LtdNew Zealand100%100%
LifeHealthcare Distribution (NZ) LtdNew Zealand100%100%
Culpan Distributors LtdNew Zealand100%100%
Culpan Medical Pty LtdAustralia100%100%
Spiran Pty LtdAustralia100%100%
Australian BioTechnologies Pty LtdAustralia100%100%
ABT Medical Pty LtdAustralia100%100%
Tissuelife Pty LtdAustralia100%100%
Tissue Technologies Pty LtdAustralia50.01%50.01%
Transmedic Pte LtdSingapore90%51%
PT. Transmedic IndonesiaIndonesia90%51%
Transmedic Healthcare Sdn BhdMalaysia90%51%
Transmedic Company LtdVietnam90%51%
Transmedic Healthcare Co LtdVietnam90%51%
F1. Subsidiaries continued
EBOS Group Annual Report 2024
Financial Statements
73
72
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20242023
Transmedic Philippines, IncPhilippines90%51%
Transmedic Holdings Philippines IncPhilippines90%51%
T-Medic Co LtdThailand90%51%
Transmedic (Thailand) Co LtdThailand89.53%51%
Transmedic China LtdHong Kong90%51%
Swissmed Pte LtdSingapore90%51%
Ophthaswissmed Philippines IncPhilippines89.10%50.49%
Swissmed Sdn BhdMalaysia90%51%
Swiss Med (International) Pte. Ltd.Singapore90%51%
Swissmed (Hong Kong) LtdHong Kong90%51%
F2. Investment in associates
The following table presents the material associates of the Group as at 30 June 2024:
Name of associate companyPrincipal activities
Date of
acquisition
Proportion
of shares and
voting rights
acquired
Cost of
acquisition
A$’000
Animates NZ Holdings LimitedAnimal CareDecember 201150%17,353
Good Price Pharmacy Franchising Pty LimitedHealthcareOctober 201444.18%7, 286
Good Price Pharmacy Management Pty LimitedHealthcareOctober 201444.18%7, 286
The reporting date for Animates NZ Holdings Limited is 30 June. Animates NZ Holdings Limited is incorporated in New Zealand. Although
the company holds 50% of the shares and voting power in Animates NZ Holdings Limited, this entity is not deemed to be a subsidiary as the
other 50% is held by a single shareholder, therefore EBOS is unable to exercise control over this entity.
The reporting date for Good Price Pharmacy Franchising Pty Limited and Good Price Pharmacy Management Pty Limited is 30 June.
They are incorporated in Australia.
(1) The balance date of all subsidiaries is 30 June aside from the Symbion Trade Receivables Trust which has a balance date of 31 December. The results
of the Symbion Trade Receivables Trust (“the Trust”) have been included in the Group results for the year to 30 June 2024. The Trust is consolidated as
EBOS has the exposure, or rights, to variable returns from its involvement with the Trust and the Group considers that it has existing rights that give it
the current ability to direct the relevant activities of the Trust.
EBOS Group Annual Report 2024
Financial Statements
75
74
F2. Investment in associates continued
The summarised financial information in respect of the Group’s material associates is set out below:
2024
A$’000
2023
A$’000
Statement of Financial Position
Total as s e t s 117,411 125,247
Total liabilities (73,568)(82,978)
Net assets 43,843 42,269
Group’s share of net assets 21,588 20,835
Income Statement
Total revenu e 230,574 214,412
Total profit for the year 26,571 25,379
Group’s share of profits of associates 12,938 12,369
Movement in the carrying amount of the Group’s investment in associates:
Balance at the beginning of the financial year 53,650 45,912
New Investments 2,038 6,214
Share of profits of associates 12,938 12,369
Share of dividends (11,929)(11,579)
Net foreign currency exchange differences (257)734
Balance at the end of the financial year 56,440 53,650
Goodwill included in the carrying amount of the Group’s investment in associates 23,450 23,519
The Group’s share of capital commitments of associates - 241
Recognition and measurement
An associate is an entity over which EBOS has significant influence and that is neither a subsidiary nor an interest in a joint venture or
joint operation. EBOS has significant influence when it has the power to participate in the financial and operating policy decisions of
the investee, but is not in control or joint control over those policies.
Investments in associates are incorporated in the Group’s financial statements using the equity method of accounting. Under the
equity method, investments in associates are carried in the Consolidated Balance Sheet at cost and adjusted for post-acquisition
changes in EBOS’ share of the net assets of the associate, less any impairment in the value of individual investments and less any
dividends. Losses of an associate in excess of EBOS’ interest in that associate are recognised only to the extent that EBOS has
incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over EBOS’ share of the net fair value of the identifiable assets, liabilities and contingent
liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying
amount of the investment and is assessed for impairment as part of that investment.
EBOS Group Annual Report 2024
Financial Statements
75
74
F3. Non-controlling interests
On 31 May 2022, the Group, through its subsidiary EBOS Medical Devices Australia Pty Ltd, acquired 100% of equity interest in Pacific Health
Supplies TopCo1 Pty Ltd and Pacific Health Supplies TopCo2 Pty Ltd (LifeHealthcare Group), including a 51% interest in Transmedic Pte Ltd
(Transmedic, a subsidiary of LifeHealthcare Group). The Group also entered into arrangements providing a pathway of up to 100% ownership
of Transmedic, resulting in a financial liability – derivative of $137.0m initially recognised on the balance sheet as at 30 June 2022 and a
corresponding adjustment to non-controlling interests. Subsequently, the amount expected to be paid at the time of exercise of the option was
reassessed to $165.0m, as at 30 June 2023, with the movement of $28.0m recognised directly in equity.
During the current year, the Group purchased an additional 39% shareholding in Transmedic for a consideration of $134.6m, to increase its
shareholding in Transmedic to 90%. An option arrangement has also been entered into that will facilitate the Group moving to 100% ownership
in financial year 2026. As at 30 June 2024, the carrying value of the financial liability – derivative was $35.0m. Subsequent changes to the
carrying value of the financial liability – derivative are recognised directly in equity within non-controlling interests.
The table below shows details of Transmedic, the non-wholly owned subsidiary of the Group that has material non-controlling interests.
The other non-controlling interests are not considered material and are therefore not disclosed in the financial statements.
Recognition and measurement
Non-controlling interests in subsidiaries are identified separately from the Group’s equity. The non-controlling interests on the date
of acquisition are initially measured at the non-controlling interests’ proportionate share of the fair value of the identifiable net
assets assumed. Subsequent to the acquisition, the carrying amount of non-controlling interests is the valuation on initial recognition
plus the non-controlling interests’ share of subsequent changes in equity. Transactions with non-controlling interests are recorded
directly in retained earnings.
Name of subsidiary
Principal place of
business
Proportion of ownership
interests held by non-
controlling interests
Profit allocated to non-
controlling interests for
the year
Non-controlling
interests
1
2024
%
2023
%
2024
A$’000
2023
A$’000
2024
A$’000
2023
A$’000
Transmedic Pte Limited (Transmedic)Southeast Asia10.049.01,62410,773(25,220)(123,830)
(1) The non-controlling interests consist of both the share of net assets and the carrying value of the financial liability – derivative (refer to Note G2).
2024
A$’000
2023
A$’000
Statement of Financial Position
Total as s e t s 176,273 173,052
Total liabilities (78,473)(89,031)
Net assets 97,800 84,021
Equity attributable to owners of the company 88,020 42,851
Non-controlling interests 9,780 41,170
Non-controlling interests in %10%49%
Income Statement
Total reve nu e 181,303 169,379
Profit attributable to owners of the Company 13,892 11,072
Profit attributable to non-controlling interests 1,624 10,773
Cash Flow Statement
Net cash inflow /(outflow) from operating activities 12,030 (841)
Net cash (outflow) from investing activities (12,858)(13,531)
Net cash inflow from financing activities 4,425 11,850
Total net cash inflow/(outflow) 3,597 (2,522)
The summarised financial information in respect of the Group’s subsidiaries that have material non-controlling interests as at 30 June 2024,
reflecting 100% of the underlying subsidiary’s relevant figures, is set out below:
EBOS Group Annual Report 2024
Financial Statements
77
76
Section G: How we manage risk
G1. Financial risk management
The EBOS corporate treasury function provides services to the Group’s entities, co-ordinates access to financial markets, and manages
the financial risks relating to the operation of the Group.
EBOS does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The use
of financial derivatives is governed by Group policies approved by the Board of Directors, which provide written principles on the use of
financial derivatives. Compliance with policies for exposure limits is reviewed by a committee of the Board of Directors on a regular basis.
Foreign currency risk
EBOS is exposed to foreign currency risk arising primarily
from the procurement of goods denominated in foreign
currencies (US dollar, Australian dollars, Thai baht, Swiss
Franc, Euro and British pound).
It is the policy of the Group to enter into foreign exchange
forward contracts to manage the foreign currency
risk associated with anticipated sales and purchase
transactions typically out to 12 months of the exposure
generated. It is the policy of the Group to enter into foreign
exchange forward contracts for up to 100% of forecasted
foreign currency transactions for the next six months
and up to 80% of six to 12 months of forecasted foreign
currency transactions.
All forward foreign currency contracts entered into fix the
exchange rate of highly probable forecast transactions,
denominated in foreign currencies, and are designated
as cash flow hedges to reduce the Group’s cash flow
exposure resulting from variable movements in exchange
rates.
The Group performs a qualitative assessment of
effectiveness of hedges using the critical terms of
the underlying transaction and hedging instrument.
It is expected that the value of the forward contracts
and the value of the corresponding hedged items will
systematically change in opposite direction in response to
movements in the underlying exchange rates.
EBOS enters into forward foreign exchange contracts only
in accordance with the Board approved treasury policy.
No sources of ineffectiveness emerged from these
hedging relationships.
Interest rate risk
EBOS is exposed to interest rate risk as it borrows funds
in New Zealand dollars, Singapore dollars and Australian
dollars at floating interest rates.
The risk is assessed and managed by the use of interest
rate swap and interest rate collar contracts. In interest
rate swap contracts, EBOS agrees to exchange the
difference between fixed and floating rate interest
amounts calculated on agreed notional principal
amounts. In interest rate collar contracts, EBOS pays
upfront premiums to cap the interest at strike rates
on agreed notional principal amounts. Such contracts
enable EBOS to partially mitigate the risk of changing
interest rates on debt held.
It is the policy of the Group to enter into interest rate
swap and interest rate collar contracts to manage base
interest rate risk associated with floating rate Group
borrowings of up to 100% of the exposure generated for
1-3 years, up to 80% for 3-5 years and up to 50% for
5-10 years.
All interest rate swap contracts exchanging floating rate
interest amounts for fixed rate interest amounts and
interest rate collar contracts capping the floating rates
at strike rates are designated as cash flow hedges to
reduce the Group’s cash flow exposure resulting from
variable interest rates on borrowings.
The interest rate swaps and the interest payments on the
loan occur simultaneously, and the amount accumulated
in equity is reclassified to profit or loss over the period
that the floating rate interest payments on debt affect
profit or loss.
The Group has previously entered into a number of
interest rate collar contracts. Under the interest rate
collar contracts, for each period where floating rates are
above strike rates, the interest payments are limited to
the strike rates. Changes in fair value of the collar due to
changes in intrinsic value and time value are deferred in
the cash flow hedge reserve. The premium paid for the
collars are recorded as an expense over the life of the
instruments on a straight-line basis.
Section Overview
This section describes the financial risks that EBOS has identified and how it manages these risks, to protect its financial
position and financial performance. Management of these risks includes the use of financial instruments to hedge against
unfavourable interest rate and foreign currency movements.
EBOS Group Annual Report 2024
Financial Statements
77
76
The Group performs a qualitative assessment of the
effectiveness of hedges using the critical terms of the
underlying transaction and hedging instrument. It is
expected that the value of the interest rate swaps or
interest rate collars, and the value of the corresponding
hedged items (floating rate borrowings) will
systematically change in opposite direction in response
to movements in the underlying interest rates.
Interest rate swap and interest rate collar contracts are
only entered into in accordance with the Group’s Board
approved treasury policy.
No sources of ineffectiveness emerged from these
hedging relationships.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined
based on the exposure to interest rates for both
derivatives and non-derivative instruments at the
reporting date. For floating rate liabilities, the analysis is
prepared assuming the amount of liability outstanding
at the reporting date was outstanding for the whole
year. A one per cent increase or decrease is used when
reporting interest rate risk internally to key management
personnel and represents management’s assessment of
the reasonably possible change in interest rates.
If interest rates for the year ended 30 June 2024 had
been one per cent higher/lower with all other variables
held constant, the Group’s:
• Profit before tax would decrease by $3.7m or increase
by $11.7m (2023: decrease by $3.2m or increase by
$11.2m). This is attributable to the Group’s unhedged
exposure to interest rates on its variable rate
borrowings.
• Other comprehensive income would increase by $8.6m
or decrease by $5.9m respectively (2023: increase by
$17.2m or decrease by $8.3m) as a result of the changes
in the fair value of interest rate swaps.
Liquidity risk
EBOS is exposed to liquidity risk as it must invest in
significant levels of working capital such as inventory and
accounts receivable which can impact liquidity unless they
are converted to cash.
EBOS manages liquidity risk by maintaining adequate
reserves, banking facilities and reserve banking facilities
by continuously monitoring forecast and actual cash
flows and matching maturity profiles of financial assets
and liabilities. Refer to note E4 for information on EBOS’
borrowings facility maturity profile.
Credit risk
EBOS is exposed to the risk of default in relation to
receivables owing from its healthcare and animal care
customers, hedging instruments and guarantees and
deposits held with banks and other financial institutions.
EBOS has adopted a policy of only dealing with credit
worthy counter parties as a means of mitigating the risk of
financial loss from defaults. All bank balances are assessed
to have low credit risk at each reporting date as they are
held with reputable international banking institutions.
Trade receivables consist of a large number of customers,
spread across diverse sectors and geographical areas.
Ongoing credit evaluation is performed on the financial
condition of the trade receivables. Credit assessments
are undertaken to determine the credit quality of the
customer, taking into account their financial position, past
experience and other relevant factors. Individual risk limits
are granted in accordance with the internal credit policy
and authorised via appropriate personnel as defined by
the Group’s delegation of authority manual.
The carrying amount of financial assets recorded in the
financial statements, net of any allowances for losses,
represents the maximum exposure to EBOS of any credit
risk.
EBOS does not have any significant credit risk exposure
to any single counter party. The credit risk on liquid funds
and derivative financial instruments is limited because the
counter parties are banks with high credit ratings assigned
by international credit rating agencies.
EBOS has not changed its overall strategy regarding the
management of risk from 2023.
G1. Financial risk management continued
EBOS Group Annual Report 2024
Financial Statements
79
78
G2. Financial instruments
Derivatives
2024
A$’000
2023
A$’000
Other financial assets – derivatives (at fair value)
Forward foreign exchange contracts (i) 213 3,258
Interest rate swaps (i) - 230
Interest rate collars (i) 6,514 13,348
6,727 16,836
Other financial liabilities – derivatives (at fair value)
Forward foreign exchange contracts (i)617-
Other financial liabilities – consideration for remaining non-controlling interests (ii)35,000165,000
35,617165,000
(i) Designated and effective as a cash flow hedging instrument carried at fair value.
(ii) Represents the carrying value of the financial obligation (put option) if the option for the Group to acquire the remaining equity interest in
Transmedic, a subsidiary of the LifeHealthcare Group, were exercised (refer to Note F3).
Recognition and measurement
EBOS has categorised these derivatives, both financial
assets and financial liabilities (excluding Other financial
liabilities – consideration for remaining controlling
interests), as Level 2 under the fair value hierarchy
contained within NZ IFRS 13. There were no transfers
between fair value hierarchy levels during the current or
prior periods.
The fair value of forward foreign exchange contracts is
determined using a discounted cash flow valuation.
Key inputs are based upon observable forward exchange
rates, at the measurement date, with the resulting value
discounted back to present values.
Interest rate swaps and interest rate collars are valued
using a discounted cash flow valuation. Key inputs for the
valuation of interest rate swaps and interest rate collars
are the estimated future cash flows based on observable
yield curves at the end of the reporting period, discounted
at a rate that reflects the credit risk of the various counter
parties.
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and are
subsequently remeasured to their fair value.
The fair values of financial assets and financial liabilities
are determined as follows:
• The fair value of financial assets and financial liabilities
with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted
market prices.
• The fair value of other financial assets and financial
liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow
analysis.
• The fair value of derivative instruments are calculated
using quoted prices. Where such prices are not available
use is made of discounted cash flow analysis using
the applicable yield curve for the duration of the
instruments.
The carrying amount of financial assets and financial
liabilities recorded in the financial statements
approximates their fair values.
As hedge accounting has been applied for all derivatives
except the option over non-controlling interests, and no
hedge ineffectiveness has occurred during the period,
the movement in these instruments has been recognised
in other comprehensive income. The premium paid for the
interest rate collars are recorded as an expense over the
life of the instruments on a straight-line basis.
The recognition in profit or loss depends on the nature of
the hedge relationship. EBOS designates these derivatives
as cash flow hedges of highly probable forecast
transactions. Hedging gains or losses are recognised in
the profit or loss when the hedged items affect the profit
or loss except where they are hedging non-financial items
in which case they are recognised as an adjustment to the
initial carrying value of the non-financial items
(basis adjustment). When a forward contract is used in a
cash flow hedge relationship the Group has designated
the change in fair value of the entire forward contract,
i.e. including the forward element, as the hedging
instrument.
EBOS Group Annual Report 2024
Financial Statements
79
78
G2. Financial instruments continued
Cash flow hedges
At the inception of a hedge relationship, the Group
documents the relationship between the hedging
instrument and the hedged item, along with its risk
management objectives and its strategy for undertaking
various hedge transactions.
Furthermore, at the inception of the hedge and on an
ongoing basis, the Group documents whether the hedging
instrument that is used in a hedging relationship is highly
effective in offsetting changes in cash flows of the hedged
item attributable to the hedged risk.
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income and
accumulated as a separate component of equity in the
hedging reserve. The gain or loss relating to the ineffective
portion is recognised immediately in profit or loss.
Financial liability
(put option over non-controlling interests)
Where the Group writes a put option with the
non-controlling shareholders on their equity interest in
a non-wholly owned subsidiary for settlement in cash a
financial liability, at the present value of the exercise price
of the option, is recognised. When the non-controlling
interests still have present access to the returns associated
with the underlying ownership interest, non-controlling
interests continue to be recognised and accordingly
the liability is considered a transaction with owners and
recognised within non-controlling interests. Subsequent to
the initial recognition, any changes in the carrying amount
of the financial liability - derivative, including the accretion
of interest, are recognised directly in equity within
non-controlling interests.
Judgement: measurement of financial liability
(put option over non-controlling interests)
Valuation of the financial liability – derivative is based
upon management’s most recent assessment of the
consideration to be payable, in the event that the option is
exercised by the minority shareholders.
Consideration payable is subject to future financial
performance of the subsidiary and the current market
assessment of the time value of money. In the event that
the option is not exercised during the option period, and
therefore expires, then the financial liability – derivative is
derecognised with no impact to Profit or Loss.
EBOS Group Annual Report 2024
Financial Statements
81
80
2024
A$’000
2023
A$’000
Less than 1 year 180,000 -
1 to 3 years 420,000 600,000
3 to 5 years 200,000 200,000
800,000 800,000
Outstanding interest rate collar contracts: nominal value
2024
A$’000
2023
A$’000
Buy Australian dollars 20,191 9,750
Buy Euro 14,395 10,795
Buy British pounds 4,176 3,976
Buy Thai baht 8,013 18,086
Buy US dollars 33,317 91,114
Buy CH francs 2,993 -
83,085 133,721
Outstanding forward foreign currency contracts: nominal value
2024
A$’000
2023
A$’000
Less than 1 year-25,000
Outstanding interest rate swap contracts: nominal value
G2. Financial instruments continued
EBOS Group Annual Report 2024
Financial Statements
81
80
H4. Related party disclosures
Key management personnel compensation
2024
A$’000
2023
A$’000
Employee benefits27, 52025,660
EBOS operates a long term incentive scheme whereby eligible staff receive performance rights entitling each holder of the performance
right to 1 new share per right issued (or payment of cash in lieu, at the Board’s discretion). Performance rights do not vest until performance
conditions are met over a three year period. In the current year 411,128 performance rights were issued with a 3 year performance period of
1 July 2023 to 30 June 2026 (2023: 345,496 with a 3 year performance period of 1 July 2022 to 30 June 2025).
Section H: Other disclosures
H1. Contingent liabilities
2024
A$’000
2023
A$’000
Contingent liabilities
Guarantees given to third parties6,6285,639
H2. Commitments for expenditure
2024
A$’000
2023
A$’000
Capital expenditure commitments:
Plant10,78843,997
H3. Subsequent events
Subsequent to year end the Board has approved a final dividend to shareholders. For further details please refer to note E2.
Subsequent to year end, the Group entered into an agreement to extend the maturity date of the $400.0m trade debtor
securitisation facility to September 2026.
Section Overview
This section includes the remaining information relating to EBOS that is required to be presented so as to comply with its
financial reporting requirements.
EBOS Group Annual Report 2024
Financial Statements
83
82
H5. Remuneration of auditors
All non-audit services provided by EBOS Group’s Auditor require pre-approval by the Audit and Risk Committee. Before any non-audit
services are approved, the Audit and Risk Committee must be satisfied that the provision of such services will not have any influence on the
independence of the auditors.
2024
A$’000
2023
A$’000
Auditor of the Group (Deloitte)
Audit and audit related services (including interim review)1,3011,262
Taxation compliance36
1,3041,268
Other Auditors
Audit of subsidary financial statements154171
Tax compliance and advisory10581
259252
External Auditor Rotation and Tender
As a New Zealand and Australian public interest entity the Group is required to maintain a five-year mandatory rotation period for the
appointment of the Group audit engagement partner.
The 2024 financial year is the first year of engagement for the current Group Audit Partner, with the previous Group engagement partner
having completed a five-year period as the Group’s auditor in the prior year.
Deloitte are the Group’s current Group auditor. Utilising Deloitte’s extensive global experience and presence, the audit engagement is led by
the Group engagement partner, however, is also supported by additional partners from Deloitte Australia, New Zealand and Singapore to audit
their respective component group entities across Australia, New Zealand and Southeast Asia.
A formal request for proposal process was recently completed in August 2023 for the provision of external audit services to EBOS for the
financial years ending 30 June 2024 to 30 June 2026. After conducting the audit tender process led by the Audit and Risk Committee,
which invited audit proposals from the four major accounting firms, the Board determined that Deloitte should be retained as the Group’s
external auditor.
EBOS Group Annual Report 2024
Financial Statements
83
82
H6. Leases
The Group as a lessee
The Group assesses whether a contract is or contains a
lease at inception of the contract. The Group recognises a
right of use (ROU) asset and a corresponding liability with
respect to all lease arrangements in which it is the lessee,
except for short-term leases (defined as leases with a
lease term of twelve months or less) and leases of low value
assets. For these leases, the Group applies the practical
expedient available and recognises the lease payments
as an operating expense on a straight-line basis over the
term of the lease unless another systematic basis is more
representative of the time pattern in which economic
benefits from the lease assets are consumed.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit
in the lease. If this rate cannot be readily determined,
the Group uses its incremental borrowing rate (IBR).
Lease payments included in the measurement of the lease
liability comprise:
• fixed lease payments, less incentives receivable;
• variable lease payments that depend on an index or
rate, initially measured using the index or rate at the
commencement date;
• the amount expected to be payable by the lessee under
residual value guarantees;
• the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the
lease term reflects the exercise of an option to terminate
the lease.
The lease term is the non-cancellable period of a lease,
together with periods covered by an option (available to the
lessee only) to extend or terminate the lease if the lessee is
reasonably certain to exercise/not to exercise that option.
In determining the lease term, the Group considers all facts
and circumstances that create an economic incentive to
exercise/not exercise an option.
The lease liability is presented as a separate line in the
Consolidated Balance Sheet.
The lease liability is subsequently measured by increasing
the carrying amount to reflect interest on the lease
liability (using the effective interest method) and by
reducing the carrying amount to reflect the lease
payments made.
The Group remeasures the lease liability (and makes
a corresponding adjustment to the related ROU asset)
whenever:
• the lease term has changed or there is a change in
the assessment of likely exercise of a purchase option,
in which case the lease liability is remeasured by
discounting the revised lease payments using a revised
discount rate.
• the lease payments change due to changes in an
index or rate or a change in expected payment under
a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised lease
payments using the initial discount rate.
• a lease contract is modified and the lease modification is
not accounted for as a separate lease, in which case the
lease liability is remeasured by discounting the revised
lease payments using a revised discount rate.
The ROU assets comprise the initial measurement of the
corresponding lease liability, lease payments made at
or before the commencement date and any initial direct
costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to
dismantle and remove a leased asset, restore the site on
which it is located or restore the underlying asset to the
condition required by the terms and conditions of the
lease, a provision is recognised and measured under NZ
IAS 37 Provisions, Contingent Liabilities and Contingent
Assets.
ROU assets are depreciated over the shorter period of
either the lease term or the useful life of the underlying
asset. If a lease transfers ownership of the underlying
asset or the cost of the ROU asset reflects that the Group
expects to exercise a purchase option, the related ROU
asset is depreciated over the useful life of the underlying
asset. The depreciation starts at the commencement date
of the lease.
The ROU assets are presented as a separate line in the
Consolidated Balance Sheet.
The Group applies NZ IAS 36 Impairment of Assets to
determine whether a ROU asset is impaired and accounts
for any identified impairment loss under this standard.
Variable rents that do not depend on an index or rate are
not included in the measurement of the lease liability and
the ROU asset. The related payments are recognised as
an expense in the period in which the event or condition
that triggers those payments occurs and are included
as operating expenses in the Consolidated Income
Statement.
As a practical expedient, NZ IFRS 16 Leases permits
a lessee not to separate non-lease components, and
instead account for any lease and associated non-lease
components as a single arrangement. The Group has
adopted this practical expedient.
EBOS Group Annual Report 2024
Financial Statements
85
84
Right of use assets
Land and
buildings
A$’000
Office, plant and
equipment
A$’000
Motor vehicles
A$’000
Total
A$’000
Cost
Balance as at 1 July 2023 413,258 12,320 4,896 430,474
Additions 162,866 5,788 1,157 169,811
Disposals (including lease modifications) (17, 846) (2,180) (789) (20,815)
Lease modifications 6,036 1,826 42 7,904
Foreign currency differences (868) 1 (10) (877)
Balance as at 30 June 2024
563,446 17,755 5,296 586,497
Accumulated depreciation
Balance as at 1 July 2023 (139,846) (6,164) (2,676) (148,686)
Disposals 10,746 1,270 720 12,736
Depreciation expense (57,361) (3, 270) (1,503) (62,134)
Foreign currency differences 530 (1) 10 539
Balance as at 30 June 2024
(185,931) (8,165) (3,449) (197,545)
Net book value
As at 30 June 2023
273,412 6,156 2,220 281,788
As at 30 June 2024
377,515 9,590 1,847 388,952
H6. Leases continued
EBOS Group Annual Report 2024
Financial Statements
85
84
H6. Leases continued
2024
A$’000
2023
A$’000
Amounts recognised in profit and loss
Depreciation on right of use assets62,13453,792
Finance costs – leases17,65111,295
Expense relating to short term leases and low value assets10,33310,358
Lease liabilities
Current57, 23950,142
Non-current349,914254,326
Maturity analysis (undiscounted future cash flows)
Ye ar 1 77,038 61,150
Ye ar 2 68,784 58,699
Ye ar 3 60,722 49,082
Ye ar 4 53,060 41,071
Ye ar 5 41,135 33,194
Onwards 274,654 132,273
575,393 375,469
Cash outflows for leases
Interest on lease liabilities (17,651)(11,295)
Repayments of lease liabilities (68,649)(48,983)
Short term leases and low value asset leases (10,333)(10,358)
(96,633)(70,636)
EBOS Group Annual Report 2024
Financial Statements
87
86
As at 24 July 2024
Twenty largest shareholdersFully paid shares
Percentage of
paid capital
Sybos Holdings Pte Limited36,698,00218.99
Custodial Services Limited12,863,2546.66
HSBC Nominees (New Zealand) Limited – NZCSD11,945,3946.18
JP Morgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD10,313,4395.34
BNP Paribas Nominees (NZ) Limited – NZCSD10,162,9025.26
HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD10,031,6095.19
JP Morgan Nominees Australia Limited9,884,8115.12
Tea Custodians Limited Client Property Trust Account – NZCSD7,607, 2903.94
Forsyth Barr Custodians Limited6,814,5243.53
Accident Compensation Corporation – NZCSD5, 567,72 22.88
Citibank Nominees (New Zealand) Limited – NZCSD5,393,3542.79
FNZ Custodians Limited4,771,2892.47
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD4,218,3862.18
HSBC Custody Nominees (Australia) Limited3,881,1972.01
JBWere (NZ) Nominees Limited2,556,4231.32
ANZ Wholesale Australasian Share Fund – NZCSD2,504,0471.29
New Zealand Depository Nominee Limited2,385,4851.23
Whyte Adder No 3 Limited1,797, 8740.93
Generate Kiwisaver Public Trust nominees Limited <NZCSD>1,642,4420.85
Simplicity Nominees Limited – NZCSD1,566,9400.81
152,606,38478.97
Number of ordinary sharesAs at balance dateAs at 24 July 2024
193,242,573193,247,906
Number of unquoted performance rightsAs at balance dateAs at 24 July 2024
1,055,4141,530,330
Substantial product holders and number of securities
The following information is provided in compliance with section 293 of the Financial Markets Conduct Act and the ASX Listing Rules.
Additional stock exchange information
Substantial holder name*Ordinary shares as
at balance date
Percentage of share
capital as at
balance date
Ordinary
shares as at
24 July 2024
Percentage of share
capital as at
24 July 2024
Sybos Holdings Pte Limited36,698,00218.99%36,698,00218.99%
* based on substantial holding notices received by the Company.
EBOS Group Annual Report 2024
Financial Statements
87
86
Distribution of shareholders and shareholdingsHolders
Fully paid
ordinary shares
Percentage of
paid capital
Size of Holding
1 to 1,0007, 5472 , 537,0781.31
1,001 to 5,0003,5247,999,5064.14
5,001 to 10,0006654,698,0212.43
10,001 to 100,00050410,996,7725.69
100,001 and over58167,016,52986.43
Total12,298193,247,906100.00
Distribution of performance rights
(not quoted on NZX and ASX)
Number of
performance rights
participants
Number of
performance rights
Percentage of
performance rights
Size of Holding
1 to 1,0002722,2941.46
1,001 to 5,00067170,26711.13
5,001 to 10,0001292,3126.03
10,001 to 100,00022702,32045.89
100,001 and over2543,13735.49
Total1301,530,330100.00
Additional stock exchange information continued
EBOS Group Annual Report 2024
Financial Statements
89
88
Unmarketable parcels
As at 24 July 2024, there were 484 shareholders (with a total of 3,572
shares) holding less than a marketable parcel of shares based on
the closing price of the Company’s shares on the ASX of A$31.60.
The ASX Listing Rules define a marketable parcel of shares as a
parcel of shares of not less than A$500.
Waivers granted from the NZX Listing Rules/ASX Admission
There were no waivers granted by the NZX during the year or waivers
of NZX Listing Rules relied upon by the Company during the year.
The terms of the Company’s admission to the ASX and on-going
listing requires the following disclosures:
1. The Company is not subject to Chapters 6, 6A, 6B and 6C of the
Australian Corporations Act dealing with the acquisition of shares
(including substantial holdings and takeovers).
2. Limitations on the acquisition of securities imposed under New
Zealand law are as follows:
(a) In general, securities in the Company are freely transferable
and the only significant restrictions or limitations in relation
to the acquisition of securities are those imposed by New
Zealand laws relating to takeovers, overseas investment and
competition.
(b) The New Zealand Takeovers Code creates a general rule under
which the acquisition of 20% or more of the voting rights in
the Company or the increase of an existing holding of 20%
or more of the voting rights of the Company can only occur
in certain permitted ways. These include a full takeover offer
in accordance with the Takeovers Code, a partial takeover
in accordance with the Takeovers Code, an acquisition
approved by an ordinary resolution, an allotment approved
by an ordinary resolution, a creeping acquisition (in certain
circumstances), or compulsory acquisition of a shareholder
holding 90% or more of the shares.
(c) The New Zealand Overseas Investment Act 2005 and Overseas
Investment Regulations 2005 (New Zealand) regulate certain
investments in New Zealand by overseas interests. In general
terms, the consent of the New Zealand Overseas Investment
Office is likely to be required where an ‘overseas person’
acquires shares in the Company that amount to 25% or more
of the shares issued by the Company, or if the overseas person
already holds 25% or more, the acquisition increases that
holding.
(d) The New Zealand Commerce Act 1986 is likely to prevent a
person from acquiring shares in the Company if the acquisition
would have, or would be likely to have, the effect of substantially
lessening competition in the market.
Voting Rights
Shareholders may vote at a meeting of shareholders either in person
or by proxy, attorney, or representative.
In a poll every shareholder present in person or by proxy, attorney or
representative has one vote for each share.
Additional stock exchange information continued
EBOS Group Annual Report 2024
Financial Statements
89
88
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EBOS Group Annual Report 2024
9190
The Board and management of EBOS Group Limited are committed
to ensuring that the Company adheres to best practice and
governance principles and maintains high ethical standards.
Climate Statement
EBOS Group Limited is a ‘climate reporting entity’ for the purposes
of the Financial Markets Conduct Act 2013 (NZ). The Company will
release its first Climate Statement on 31 October 2024 which will
be made available at: https://www.ebosgroup.com/sustainability/
climate-statement.
Corporate Governance Statement
The 2024 Corporate Governance Statement relating to the
Company and its subsidiaries (the Group) can be found at:
https://www.ebosgroup.com/who-we-are/corporate-governance.
The Corporate Governance Statement refers to a number of codes,
policies and charters of the Group. These documents (or a summary
of them) can be found at https://www.ebosgroup.com/who-we-are/
corporate-governance.
Risk management
Risk management is an integral part of the Group’s business.
The Group has an enterprise risk management framework, designed
to promote a culture which ensures a proactive and consistent
approach to identifying and mitigating risk on a Group-wide basis.
Our approach to risk management provides clarity on roles and
responsibilities to minimise the impact of financial, operational and
sustainability risks on our business. Under this approach, the Board
approves the strategic risk profile and risk appetite statements
(which describe the level of risk the Group is willing to take in relation
to specific risk categories) for the Group. The Board reviews the
strategic risk profile at least annually.
The Audit & Risk Committee assists the Board by monitoring the
strategic risk profile and implementation of the risk appetite levels
that were set by the Board. The monitoring of the strategic risk
profile is part of a standing agenda item for each regular Audit &
Risk Committee meeting.
Management reports to the Board and the Audit & Risk Committee
on whether the Group’s material business risks are being managed
effectively and updates the risk rating of strategic risks on an
ongoing basis, presenting proposed changes to the Board or
the Audit & Risk Committee as required. As such, this process
is continuous and is designed to provide advanced warning of
material risks before they eventuate and includes:
• significant risk identification;
• risk impact quantification;
• risk mitigation strategy development;
• reporting; and
• monitoring and evaluation to ensure the ongoing integrity of the
risk management process.
A description of the Group’s key financial risks (foreign currency risk,
interest rate risk, liquidity risk and credit risk) and how these are
managed, is set out on pages 76 and 77.
A description of the Group’s key non-financial risks and how these
are managed is set out in the Group’s Corporate Governance
Statement. These risks include: competition risk, reliance on key
suppliers, supply chain disruption and macroeconomic conditions,
significant changes to price, industry or pharmacy regulation,
product liability and litigation risk, cyber risk, health and safety
risk, loss of critical operations and acquisition and major capital
expenditure project risk.
With regard to the impact of climate change and, in particular,
the impact of severe weather events, these factors are considered
as part of specific non-financial risks, in particular supply chain
disruption and loss of critical warehouse operations. Furthermore,
in preparation for releasing its first climate-related disclosures the
Company has undertaken a thorough climate risk assessment and
identified climate related risks and opportunities. The Company’s
first climate-related disclosures will be released on 31 October 2024.
Access to advice and auditors
As set out in the Group’s Corporate Governance Code, a director
may obtain independent advice at the expense of the Company on
issues related to the fulfillment of their duties as a director, subject
to obtaining the approval of the Audit & Risk Committee prior to
incurring any advisory fees.
In addition, it is open to the Audit & Risk Committee to meet external
auditors and internal auditors without management present.
Corporate Governance Disclosures
For the purposes of compliance with the NZ Companies Act,
NZX Listing Rules and NZX Corporate Governance Code dated
1 April 2023 (NZX Code), the following disclosures are included in the
Annual Report.
Diversity
The Group has a Diversity & Inclusion Policy which is set out as
Appendix F of the Corporate Governance Code. Under the policy,
the Board is responsible for setting measurable objectives for
achieving diversity. The Board set the objectives for the 2023/24
year (FY24) in June 2023. Set out on the following page is the Board’s
assessment of those objectives for FY24:
CORPORATE GOVERNANCE
Corporate Governance
9190
ObjectiveProgress during FY24
Maintain gender diversity in relation to the
composition of the Board, with not less than 30%
of directors being female and not less than 30% of
directors being male.
There were no new appointments to the Board during FY24.
Accordingly, as at 30 June 2024 the gender diversity of the Board remained the
same compared to 30 June 2023, with 50% of directors being female and 50%
of the directors being male.
Aim to increase the proportion of women in
executive and senior leadership roles by identifying
internal talent through robust succession planning,
developing female leaders and acquiring external
talent through fair and objective recruitment
practices.
As at 30 June 2024, 27% of Executive Leadership Team (ELT) members were
female (a reduction from 36% as at 30 June 2023). The reduction was as a
result of one change on the ELT. As part of the recruitment process for the new
ELT member a number of female candidates were considered.
Further to this there has been some improvement in representation of women
at the direct reports of ELT level.
The Talent Council (comprised of the ELT and other senior management)
met during FY24 to discuss talent and succession and to look for opportunities
to develop careers across the Group. The Talent Council, supported by policies
such as the Recruitment and Selection Policy, enables senior leaders to focus
on gender balance in their teams and to ensure a diverse representation of
both decision makers and candidates.
EBOS once again invested in its key sponsorship and leadership development
program called ‘Catalyst’. The commitment to 40:40:20 representation on the
program was achieved with the current intake of the program tracking at 55%
female representation.
Assess and analyse the gender pay gap at EBOS
annually and report to the Board and Workplace
Gender Equity Agency in accordance with
obligations.
EBOS reported to the Board on the Gender Pay Gap (GPG) in Australia as
required under its legal obligations. Based on the 1 April 2022 to the 31 March
2023 reporting period, EBOS’ Australian employee base has a median GPG
of 4.8%. The national median GPG in Australia was 19%. Our Diversity and
Inclusion strategy assists us to strive for gender balance and to close the GPG.
Continue to promote family friendly and flexible
work place practices including but not limited to a
commitment to supporting those on parental leave,
supporting flexible return to work arrangements
and on-going flexible work arrangements that suit
both the organisation and the individual.
There has been ongoing support for flexible working during FY24, as many of
our knowledge workers continue to engage in hybrid work arrangements where
this suits the individual and the organisation.
In FY24 parental leave returns were monitored and tracked. 78% of those who
took parental leave returned to the business after their leave.
Continue to commit to the EBOS Reconciliation
Action Plan in Australia and improving cultural
awareness across both Australia and New Zealand.
This year EBOS conducted a First Nations Employment Program pilot in
partnership with a labour hire provider. The program allows for the attainment
of a Certificate Three in Supply Chain Operations for participants.
As part of our Integrity Training, and our commitment to fostering safe,
inclusive, and respectful workplaces, we provided training on anti-bullying and
anti-harassment.
Educate our leaders through training to ensure they
are equipped and can role model the principles
outlined in our Workplace Policies.
EBOS have a number of policies that support the Diversity and Inclusion
strategy including the Recruitment and Selection Policy, the Workplace Gender
Equality Policy, the Family and Domestic Violence Leave Policy, the Workplace
Discrimination, Harassment and Bullying Policy and the Flexible Working Policy.
As part of EBOS’ commitment to fostering a safe, inclusive, and respectful
workplace environment and due to new developments in relation to
sexual harassment and psychosocial health, the EBOS Group Workplace
Discrimination, Harassment & Bullying policy was updated to include a
‘Bystander’ clause. This update emphasises the responsibility of every
individual within EBOS to actively contribute to a safe and supportive work
environment.
EBOS also joined the National Association of Women in Operations (NAWO)
in FY24. NAWO is an Australian organisation which has vision to see diversity
valued and balanced at every level in operations.
9392
EBOS Group Annual Report 2024
9392
Director independence
The Board’s assessment of the independence of each person that
was a director as at 30 June 2024 is set out below.
NameStatusAppointment date
Elizabeth CouttsIndependent
1
July 2003
Tracey BattenIndependentJuly 2021
Mark BloomIndependentSeptember 2022
Stuart McLauchlanIndependentJuly 2019
Julie TayIndependentMay 2023
Peter WilliamsIndependentJuly 2013
The Board has determined that all directors are Independent.
The Board has undertaken a carefully considered succession
process in recent years with the appointment a number of
Independent Directors, being Julie Tay in May 2023, Mark Bloom in
September 2022, Tracey Batten in July 2021 and Stuart McLauchlan
in July 2019. Furthermore, two long-standing Independent directors,
Stuart McGregor and Sarah Ottrey retired in October 2023 and
Peter Williams, who is also regarded as Independent, will retire at
the conclusion of the Annual Meeting in October 2024.
In relation to Elizabeth Coutts, the Board is unanimously of the
view that she brings, amongst other things, an independent view to
decisions in relation to EBOS and that her tenure is not, of itself, an
indication that she is no longer Independent. The Board considers
that a mix of tenure amongst directors is of benefit to the Company
and its shareholders.
NZX Code
Under NZX Listing Rule 3.8.1(b), EBOS is required to state in the
annual report which recommendations in the NZX Code were not
followed in the financial year ended 30 June 2024.
RecommendationComment
3.4 – Nomination
Committee
The Board does not have a nomination committee. The Board has determined, having regard to the current
composition of the Board, that a nomination committee is not currently required. The Board undertakes the
functions that were previously delegated to a nominations committee.
5.2 – Remuneration
policy
EBOS has a remuneration policy which is approved by the Board. The Remuneration Committee determines
the relative weightings each year. The policy itself does not include the relative weightings of remuneration and
performance criteria. This information is included in the Company’s Corporate Governance Statement
(as required under the policy) and the Annual Report to ensure it accurately reflects the remuneration structures.
Gender representation
The Group’s gender representation as at 30 June 2024 was as follows:
BoardFemale %Female (no.)Male %Male (no.)Gender Diverse %Gender Diverse (no.)
2022/2350%450%40%0
2023/2450%350%30%0
OfficerFemale %Female (no.)Male %Male (no.)Gender Diverse %Gender Diverse (no.)
2022/2336%464%70%0
2023/2427%373%80%0
GroupFemale %Male %
2022/235644
2023/245644
Officer has the meaning given in the NZX Listing Rules.
1
Independent means that the director is considered to be an Independent Director as defined under the NZX Listing Rules and independent having regard to the factors set
out in the ASX Corporate Governance Council’s Corporate Governance Principles & Recommendations.
Remuneration
93929392
Remuneration Overview
Dear Shareholders,
On behalf of EBOS’ Board of Directors, I am pleased to present
EBOS’ remuneration overview for the Company and its controlled
entities (the Group) for the year ended 30 June 2024.
As the Chair of the Board and its Remuneration Committee, I work
closely with my fellow directors to ensure that EBOS’ remuneration
policies and frameworks continue to motivate, reward and retain
our talented team. As a Board, we are committed to ensuring there
is an appropriate level of transparency around EBOS’ approach to
remuneration in order to encourage confidence in EBOS’ executive
and director remuneration processes and reinforce key stakeholder
(including shareholder) and executive pay-for-performance
alignment.
FY24 Performance and Remuneration Outcomes
In FY24 EBOS reported another year of strong performance by the
Group driven by continued organic growth as well as undertaking
several strategic investments. Group revenue exceeded $13 billion
(up 7.8%) for the first time reflecting particularly strong growth
within our Community Pharmacy and Institutional Healthcare
divisions. Overall, the Group reported underlying EBITDA of
$624.3 million (up 7.3%), underlying NPAT of $303.4 million (up 7.7%)
and underlying EPS of 157.9 cents (up 6.8%).
Significant investments undertaken in line with EBOS’ strategy of
investing for growth were completed during the period, including
increasing our shareholding in Southeast Asia business Transmedic
to 90% and completing the acquisition of Superior Pet Food Co.
In addition, we completed four small bolt-on acquisitions in the
Medical Technology and Medical Consumables businesses across
ANZ and Southeast Asia.
The Board assesses the performance of the CEO against set targets.
The short term incentive of the CEO is assessed on the annual
earnings performance of the Group and the Board determined
that the FY24 short term incentive would be set by reference to the
Group’s underlying EBITDA growth, aligning the incentive with a key
financial metric reported to shareholders. The long term incentive
continues to be assessed on the three year EPS growth achieved by
the Group.
Table 5 of the remuneration report details the realised
remuneration of the CEO in FY24 and Table 8 provides detail of
the CEO remuneration structure. Table 6 of the report outlines the
current and historical performance of the Group in more detail.
Executive Remuneration Framework
In order to drive sustainable business performance and to execute
its strategic plan, EBOS must attract and retain people of a high
calibre. Accordingly, executive remuneration is set with regard to
this and other key business objectives, including encouraging a
long-term commitment to EBOS Group.
EBOS aligns components of executive remuneration with the
performance of EBOS (pay-for-performance alignment).
As such, executive remuneration comprises fixed and ‘at risk’
(or performance-based) elements which are both short and
long-term in nature. The purpose of this structure is to ensure
that the interests of the executives, EBOS and its shareholders
are aligned during the period over which the business results are
realised (stakeholder alignment).
The Board believes that our focus on profitability via the Short-
Term Incentive plan remains appropriate for an organisation of
EBOS’ maturity and complexity, while our Long-Term Incentive
plan continues to promote sustainable business growth. The
Remuneration Committee is committed to reviewing our incentive
plans annually to ensure that they remain fit for purpose in our
evolving business.
Thank you to all EBOS shareholders for your support this year.
Elizabeth Coutts
Chair of the Board and Remuneration Committee
REMUNERATION
EBOS Group Annual Report 2024
9594
Structure of this report
This remuneration overview is structured as follows:
1. Remuneration Philosophy and Principles
2. Remuneration Governance
3. Executive Remuneration Framework
4. CEO Remuneration
5. Non-Executive Director Remuneration
6. Employee Payment Bands
Section 1: Remuneration Philosophy and Principles
EBOS has a Remuneration Policy which relates to the remuneration
of the directors and senior executives of EBOS. A copy of the
policy is available on EBOS’ website: https://www.ebosgroup.
com/who-we-are/corporate-governance. As described in that
policy, EBOS believes that it is in the best interests of both EBOS
and its employees to pay everyone fairly for the value of the work
performed, in a financially responsible manner.
EBOS adopts an objective, robust and market-competitive system
to determine the remuneration levels of roles at EBOS based on the
job requirements, skills and experience, and knowledge required
of a fully competent job incumbent without bias. This approach is
also flexible enough to ensure that EBOS is able to recruit, develop
and retain a highly qualified workforce. The Remuneration Policy
is reinforced by EBOS’ Values and Leadership Standards which
recognises the Group’s overarching commitments to safety,
diversity, respect, sustainability, ethical behaviour and appropriate
risk management. Attracting, developing and retaining people of a
high calibre is critical to support sustainable business performance
and execution of strategy, and the remuneration of directors and
executives is set having regard to this.
Executive remuneration is benchmarked having regard
to comparably sized companies to EBOS on the ASX.
The benchmarking also has regard to the evolving complexity
in the EBOS business with EBOS operating across a number of
geographies (New Zealand, Australia, Southeast Asia and the
United States) and sectors, the requirements of the individual
position and relevant internal and external pay relativities.
The remuneration framework is structured to promote the long-
term sustainable growth of the Group with a significant portion of
performance-based executive remuneration awarded as rights
to equity to reinforce alignment with the interests of EBOS and
its shareholders over this period. In this way, executive pay-for-
performance is aligned with stakeholder (including shareholder)
experience over the longer term.
Section 2: Remuneration Governance
As set out in the Charter for the Remuneration Committee, the
Committee is responsible for reviewing, recommending and,
if delegated by the Board, setting, in accordance with EBOS’
Remuneration Policy and practices, all components of the
remuneration of the directors and executives. The charter for the
Remuneration Committee is available on EBOS’ website:
https://www.ebosgroup.com/who-we-are/corporate-governance.
The Remuneration Committee is responsible for:
• approving the remuneration of executives; and
• recommending non-executive director remuneration to the Board
(within a fee pool approved by shareholders).
The Board is responsible for:
• approving non-executive director remuneration (within a fee pool
approved by shareholders); and
• approval of remuneration policies.
The members of the Remuneration Committee during the year were
Independent Directors Elizabeth Coutts (Chair), Stuart McLauchlan
and Tracey Batten. The CEO attends each meeting by a standing
invitation. From time to time the Chair of the Committee shall be
entitled to request that the Committee meet without the CEO.
Other employees are involved in these meetings on an as-needed
basis and only by invitation.
Section 3: Executive Remuneration Framework
a. Summary
The Group’s Executive Remuneration Framework is a transparent
structure comprising three elements.
Remuneration
9594
FixedVariable
Total Fixed Remuneration (TFR)Short-Term Incentive (STI)Long-Term Incentive (LTI)
How is it delivered?CashCashPerformance Rights
How does it work?
Fixed remuneration consists of
base salary and may include
a component of compulsory
superannuation contributions for
Australian-based executives and
KiwiSaver contributions for New
Zealand-based executives.
Executives’ fixed remuneration is set
having regard to:
• The person’s position
accountabilities, qualifications,
and experience;
• Performance and record of
achievement at EBOS; and
• Relevant market data for
similar positions at comparable
companies, generally on the ASX.
The STI is an annual performance-
dependent cash payment based on
business performance.
Business performance is measured:
• For all executives, by Group
financial performance, with FY23
STIs paid during FY24 based on
Profit Before Tax and FY24 STIs
expected to be paid shortly after
the release of this report based on
underlying EBITDA; and
• For those executives with business
unit responsibilities, business unit
underlying EBITDA.
Further details are set out in section
(b) over the page.
The LTI comprises a grant of
Performance Rights.
The LTI aligns Group performance
to executive reward through a direct
link to the EBOS Group share price
and Group financial performance.
It is tested against:
• 3-year Earnings per Share
Compound Annual Growth Rate
(EPS CAGR), and
• Continued employment with EBOS.
Further details are set out in section
(c) over the page.
What is its purpose?
To attract and retain executives with
competitive remuneration in our
markets.
Aligns individual performance and
behaviours with the Board-approved
strategic and financial objectives of
EBOS for a financial year.
Aligns an individual with the medium
to long term financial performance
of the Group, thereby closely
aligning with shareholders.
Provides opportunity to receive
equity and share in the future
growth of EBOS.
What is the time
horizon?
(See also table
below)
Salary and superannuation paid
throughout a financial year.
1 financial year.
The Board will only approve an STI
at the same time as the financial
results for that financial year are
finalised and the audit is completed.
3 financial years.
The Board will only approve an LTI
vesting after the financial results
for the last year of the performance
period are finalised and the audit is
completed.
Time Horizons
FY24FY25FY26FY27
Performance Period through the year
Salary paid through the year
Performance Period (1 year)
Paid in cash, subject to conditions,
post FY24 results
Performance Period (3 years)
Performance Rights vest, subject to conditions, post FY26 results
TFR
STI
LT I
Table 1: Executive Remuneration Framework Summary
EBOS Group Annual Report 2024
9796
FeatureApproach
Purpose
Aligns individual performance and behaviours with the Board-approved strategic and financial objectives of
EBOS for a financial year.
Provide individuals with a competitive market position for total cash reward (i.e. variable and fixed pay
components).
Instrument
Cash.
Performance Criteria
The performance measures for the STI are set by reference to the executive’s responsibilities and particular
projects relevant to that executive and the business or function for which they are responsible.
The following criteria must be met before any payments are made:
• Group financial performance measures for the financial year; and
• for those with business unit responsibilities business unit EBITDA targets for the financial year.
For the FY23 STIs paid during FY24, Group financial performance was measured by reference to PBT.
For the FY24 STIs expected to be paid shortly after release of this report, Group financial performance was
measured by reference to Group underlying EBITDA.
The Board through the Remuneration Committee determines what the targets are for a financial year and
if these targets have been achieved. Targets are set having regard to the Board-approved budget for the
relevant year, with the overarching objective being that targets are achievable but sufficiently challenging.
This ensures targets also have regard to (as and when appropriate) significant transformative acquisitions that
are projected to impact upcoming year performance.
The FY24 STI for the Executive Leadership Team included a stretch incentive to explicitly incentivise and
reward outperformance by EBOS.
In line with the Board’s expectation that Management is accountable for a range of activities, including
implementation of sustainability and health & safety initiatives, the Board also has the flexibility to consider
non-financial STI performance measures and award Short-Term Incentive payments for special, strategically
important and/or transformative projects. The Board separately oversees key activities and initiatives of
management (including in relation to sustainability and health & safety). The Board is currently of the view that
financial metrics remain appropriate for an organisation of EBOS’ complexity and maturity however health
and safety leadership and progress in relation to the Group’s ESG program is factored into the determination
of the CEO STI outcome. In FY25 there are plans to introduce a Workplace Health and Safety Index as part of
the assessment of the STI.
Board discretion and
Clawback
The Board has discretion as to if an STI will operate for a financial year and who participates in the STI.
The payment of an STI to a participant is conditional upon the participant’s overall performance and
behaviours being satisfactory.
The Board has discretion to clawback or adjust an STI award to ensure a participant does not derive an unfair
benefit, including where the participant:
• acts, or has acted, fraudulently or dishonestly or made a material misstatement on behalf of any Group
company;
• is in breach of any of their duties or obligations to any Group company (including a breach of their obligations
under their employment contract);
• has engaged in negligence or gross misconduct;
• has done an act which could reasonably be regarded to have contributed to material reputation damage to
any Group company; or
• is convicted of an offence or has a judgment entered against them in connection with the affairs of any Group
company.
b. Short-Term Incentive (STI) Plan
Table 2: FY24 STI plan
Remuneration
9796
FeatureApproach
Purpose
Align a portion of executives’ total remuneration with the medium to long term performance of the Group’s
financial performance and share price.
Provide individuals with a competitive market position for total reward (i.e. variable and fixed pay components).
Instrument
Performance rights which are rights to acquire ordinary shares in EBOS for nil consideration.
Performance period
Three years from 1 July 2023 to 30 June 2026 (i.e. FY24-FY26)
Performance Criteria
The performance criteria (vesting conditions) for executives are:
• continuous employment with the Group; and
• growth in EBOS’ earnings per share over the performance period must equal or exceed a specific
compound annual growth percentage target.
The vesting conditions for the FY24 LTI includes a ‘stretch’ target for certain senior executives to incentivise
and reward outperformance by EBOS.
The performance criteria are assessed at the end of the 3 year performance period (with no retesting in
future periods).
The Board also has the flexibility to consider broader performance criteria, including capital efficiency and/
or non-financial objectives, and award Long-Term Incentive payments for special, strategically important
and/or transformative projects (to drive significant outperformance and retain key executives over the
relevant period). The Board is currently of the view that earnings per share remains an appropriate measure
to assess the medium-to-long term performance of EBOS and its executive team.
Settlement
If the Board determines that performance rights have vested it may determine with respect to each vested
right whether to:
• allot and issue, or transfer, shares to a participant (equity settle); and/or
• pay a cash amount to a participant equivalent to the ‘market value’ of a share as at the date of vesting of
the performance rights (cash settle). The market value of an EBOS share is calculated by reference to the
volume weighted average price of EBOS shares on the NZX for the 5 trading days immediately prior to the
date that the Board determines the rights have vested.
Dividends and voting
rights
Performance rights do not have voting rights or accrue dividends.
Board discretion and
Clawback
The Board has discretion as to if an LTI will operate for a period and who participates in the LTI.
The Board has discretion to adjust downwards (including to zero) unvested or vested LTI awards where,
in the opinion of the Board, the participant:
• acts, or has acted, fraudulently or dishonestly or made a material misstatement on behalf of any Group
company;
• is in breach of any of their duties or obligations to any Group company (including a breach of their
obligations under their employment contract);
• has engaged in negligence or gross misconduct;
• has done an act which could reasonably be regarded to have contributed to material reputation damage to
any Group company; or
• is convicted of an offence or has a judgment entered against them in connection with the affairs of any
Group company.
c. Long-Term Incentive (LTI)
Table 3: FY24 LTI plan
EBOS Group Annual Report 2024
9998
FeatureApproach
Restriction on hedging
Hedging of performance rights by executives is prohibited under the plan rules and EBOS’ Securities Trading
Policy.
Change of control
Vesting of performance rights is subject to Board discretion.
Cessation of employment
Resignation: subject to the Board determining otherwise, unvested performance rights are forfeited.
Termination for cause: if an executive’s employment is terminated for cause, subject to the Board
determining otherwise, unvested and vested performance rights are forfeited.
Termination without cause (including circumstances such as redundancy and retirement): the Board shall
determine the treatment of unvested performance rights. All vested performance rights remain on foot
unless otherwise determined by the Board.
Table 3: FY24 LTI plan continued
d. Executive Remuneration Mix
The weightings of executive remuneration components is as determined by the Committee each year having regard to market practice,
the responsibilities of the CEO and the Executive Leadership Team, the performance of EBOS Group and any strategic projects of EBOS
Group from time to time. Set out below is a table showing the components of fixed and variable components of the CEO and Executive
Leadership Team in FY24.
The amounts above may differ to the actual (or realised) components of remuneration for the CEO set out in Table 5 as that table shows the
mix of remuneration actually realised in FY24.
As required under the Remuneration Policy, the relative weightings of realised executive remuneration components in FY24 is set out in the
Group’s Corporate Governance Statement.
FixedVariable
TFRSTILT I
CEO at Target
31%33%36%
CEO at Stretch
23%36%41%
Executive Leadership Team at Target46%28%26%
Executive Leadership Team at Stretch
36%33%31%
Table 4: Remuneration Mix
Remuneration
9998
Table 5: Summary of total realised remuneration (all figures in A$)
Section 4: CEO Remuneration
a. FY24 Total Realised Remuneration
The table below summarises the realised remuneration outcomes for Mr. Cullity for FY24 and FY23.
Financial
year
Base SalaryCompulsory
Superannuation
TFR (including
compulsory
superannuation)
STISpecial Short-
Term Incentive
– LifeHealthcare
Acquisition
LT ITotal
FY24 –
outcome
$1,574,708$27,398$1,602,106$2,550,000N/A$2,496,083*$6,648,189
FY24 –
pay mix
24%38%N/A38%
FY23 –
outcome
$1,574,708$25,292$1,600,000$2,550,000$2,040,000$1,566,764**$7,756,764
FY23 –
pay mix
21%33%26%20%
* This relates to the cash settlement of 75,000 performance rights issued in August 2020 that vested during the current year.
** This relates to the vesting of 45,455 performance rights issued in September 2019 that vested during FY23.
Each component of Mr Cullity’s remuneration in FY24 is described more fully below.
b. Past Financial Performance
The table below presents the financial performance for EBOS Group Limited for the previous five financial years.
Table 6: Past financial performance
20242023202220212020
N PAT
1
A$271.5mA$253.4mA$202.6mA$185.3mA$162.5m
Basic EPS (Annual)A$141.3cpsA$132.9cpsA$114.5cpsA$113.2cpsA$100.6cps
Underlying EPS (Annual)A$157.9cpsA$147.9cpsA$129.5cpsA$114.9cpsA$100.8cps
Compound growth in Basic EPS (3 year)
7.7%
Per annum
(2022-2024)
9.7%
per annum
(2021-2023)
8.4%
per annum
(2020-2022)
7.8%
per annum
(2019-2021)
6.6%
per annum
(2018-2020)
Compound growth in Underlying EPS (3 year)
11.2%
Per annum
(2022-2024)
13.6%
per annum
(2021-2023)
11.2%
per annum
(2020-2022)
5.3%
per annum
(2019-2021)
3.4%
per annum
(2018-2020)
Share price at end of financial year
NZ$32.22NZ$36.75NZ$39.01NZ$32.30NZ$21.61
Market capitalisation at end of financial year
NZ$6,226mNZ$7,041mNZ$7,38 8mNZ$5,302mNZ$3,519m
Total dividends in period (NZ$ cps)118.5110.096.088.57 7.5
Total shareholder return (annual)
2
(9.2)%(3. 2)%23.7%53.6%(3.30%)
Total shareholder return (3 year)
9.3%
(2022-2024)
82.9%
(2021-2023)
79.8%
(2020-2022)
93.2%
(2019-2021)
35.9%
(2018-2020)
Total shareholder return (5 year)
59.3%
(2020-2024)
128.2%
(2019-2023)
145.0%
(2018-2022)
1
Net profit after tax attributable to owners of the company.
2
Total shareholder return is calculated as the share price at the end of the year plus dividends declared in relation to that year divided by the opening
share price for the year.
EBOS Group Annual Report 2024
101100
Contract durationNotice period –
company
Notice period –
CEO
Termination provision
(where notice provided)
Post-employment
restraint
Ongoing until terminated by
either party
12 months unless
for cause
12 months12 months18 months
TargetStretchTargetStretch
Fixed Remuneration
$1,602,10631%23%
Short-Term Incentive
$1,700,000$2,550,00033%36%
Long-Term Incentive
$1,900,000$2,850,00036%41%
Total ($)$5,202,106$7,002,106
Table 8: CEO Remuneration Structure
b. Key terms of the CEO’s employment contract
The table below sets out the key terms of Mr Cullity’s employment contract.
Table 7: CEO Contract
c. Relative weightings of CEO remuneration
There was no change to the structure of Mr Cullity’s remuneration for FY24. Accordingly, the table below sets out the relative weightings
of Mr Cullity’s remuneration in respect of FY23 and FY24.
Underlying EBITDA and Underlying Earnings Per Share Performance (FY20-FY24)
20202021202220232024
336
367
437
582
624
1 57. 9
1 47. 9
129.5
114.9
100.8
Underlying EBITDA ($m)
Underlying EPS (cents)
Over the 5 year period ended 30 June 2024, EBOS has delivered Compound Annual Growth in Total Shareholder Returns of 59.3%.
This return compares to the ASX 100 of 44.8% placing EBOS’ performance well above the median.
The following graph highlights the continued growth in the Group’s key performance measures that are directly related to the remuneration
of both the CEO and Executive Leadership team.
Corporate Governance
101100
d. CEO Remuneration Outcomes for FY24
The amounts set out in Table 5 and this section differ from the
amounts included in Note H4 to the Financial Report and the table
of employee remuneration included on pages 105 and 106 which
are reported according to accounting standards and, in respect
of the table of employee remuneration, in New Zealand dollars as
required under Section 211 of the Companies Act 1993.
The accounting values of remuneration reported in Note H4 do
not reflect what a person was actually paid during the financial
year due to a number of factors including the timing of payments
of short-term incentives as well as the valuation of share-based
payments.
Fixed remuneration
In FY24, Mr Cullity received a base salary of $1,574,708 and
compulsory superannuation contributions of $27,398 for total fixed
remuneration of $1,602,106.
STI Outcomes
The Board’s practice is to only approve the payment of an STI
to the CEO upon finalisation of EBOS’ audited accounts for the
relevant financial year. The table below shows the STI earned in
respect of the relevant year and the STI actually paid to the CEO
during that financial year.
* Does not include special acquisition incentive paid as disclosed in the 2023 Annual Report.
** Expected STI to be paid shortly after the release of the Annual Report in respect of the Group’s FY24 results.
FY22 STI Outcome
$2,550,000
FY23 STI Outcome
$2,550,000
FY24 STI Outcome
$2,550,000
30 June 202130 June 202230 June 2023
*
**
30 June 2024
Earned
Paid
FY23 STI details (paid in FY24)
In respect of FY23 performance, Mr Cullity received an STI
payment of $2,550,000 in August 2023 (FY24) following the
finalisation of EBOS’ FY23 audited accounts.
The Board retained ‘target’ and ‘stretch’ elements for this STI.
Accordingly, for FY23, if EBOS’ underlying PBT results were equal
to:
• 90% of the 2023 Target, 65% of the STI is payable;
• 94% of the 2023 Target, 75% of the STI is payable;
• 98% of the 2023 Target, 90% of the STI is payable;
• 100% of the 2023 Target, 100% of the STI is payable
(‘target STI entitlement’); and
• from 101% to 104% of the 2023 Target, between 110% to 150%
(‘maximum STI entitlement’) of the target STI entitlement is
payable.
• Straight-line pro-rata vesting is implemented between all points.
The Target amount was set by reference to the budgeted PBT for
the Group for FY23.
Mr Cullity’s target STI entitlement under the FY23 STI was
$1,700,000 and his maximum STI entitlement was $2,550,000
(150% of his target STI entitlement). As the stretch target for FY23
was met, Mr Cullity received his maximum STI entitlement of
$2,550,000.
FY24 STI details (to be paid in FY25)
In respect of FY24 performance, Mr Cullity will receive, shortly after
the release of this Annual Report, an STI payment of $2,550,000.
The Board determined that the FY24 STI would be set by reference
to underlying EBITDA growth of the Group with ‘target’ and
‘stretch’ elements as follows:
• underlying EBITDA growth of the Group of 4.4%
(‘target STI entitlement’); and
• underlying EBITDA growth of the Group of 6.1%
(‘maximum STI entitlement’).
There is straight-line pro-rata vesting implemented between these
points.
Mr Cullity’s target STI entitlement under the 2024 STI was
$1,700,000 and his maximum STI entitlement was $2,550,000
(150% of his target STI entitlement). As the stretch target for FY24
was exceeded (underlying EBITDA growth was 7.3%), Mr Cullity will
receive his maximum STI entitlement of $2,550,000.
As referred to in Table 2 above, the Board has broad discretion
in relation to the award of short-term incentives and health and
safety leadership and progress in relation to the Group’s ESG
program is factored into the Board’s determination of Mr Cullity’s
STI outcome.
LTI Outcomes
The Board’s practice is to only approve the vesting of an LTI
following finalisation of EBOS’ audited accounts for the last
financial year of the relevant performance period.
FY21 LTI (paid in FY24)
During FY24, Mr Cullity received a long-term incentive of
$2,496,083. This comprised the full vesting of 75,000 performance
rights issued to Mr Cullity in respect of the performance period
from 1 July 2020 to 30 June 2023 (FY21 LTI). The Board elected
to satisfy the vesting of the performance rights by settling the
performance rights in cash.
Table 9: Summary of STI outcomes in the last 3 years
EBOS Group Annual Report 2024
103102
Table 10: Summary of FY21 LTI which was paid in FY24
Table 11: Summary of FY2024 LTI which was granted on 15 September 2023
Table 12: Summary of FY25 LTI which was granted on 22 July 2024
AwardPerformance PeriodNumber of Rights VestedVWAP*Cash Settlement of Rights
F Y 2 1 LT I1 July 2020 to 30 June 202375,000 (100% of grant)$33.28$2,496,083
AwardGrant DateNumber of Rights GrantedVWAP*Total Grant Face Value
F Y 2 4 LT I15 September 202387,007NZ$35.54 $2,850,000
AwardGrant DateNumber of Rights GrantedVWAP*Total Grant Face Value
F Y 2 5 LT I22 July 202498,153NZ$32.23 $2,850,000
*The VWAP used was the 5 trading day VWAP on NZX at the time of payment multiplied by the then current AUD/ NZD exchange rate.
*The VWAP used to calculate the number of performance rights issued in FY24 was the 5 trading day VWAP on NZX post the announcement of
the Group’s results for FY23, less the FY23 final dividend.
*The VWAP used to calculate the number of performance rights issued in FY24 was a 10 day VWAP up to 27 June 2024.
The full vesting of the performance rights is as a result of the achievement of the EPS performance hurdles for the three year performance
period from 1 July 2020 to 30 June 2023, reinforcing alignment with shareholder value creation over this period.
FY22 LTI (to vest in FY25)
In relation to the 94,124 performance rights issued in respect of the performance period 1 July 2021 to 30 June 2024 (FY2022 LTI),
it is expected that all of these performance rights will vest shortly after the release of the annual report as the three year EPS CAGR
performance condition has been achieved.
FY24 LTI (granted in FY24)
The performance conditions for the performance rights granted during FY24 (FY24 LTI) are described in Table 3 above. There was no
change to the maximum LTI for Mr. Cullity in granting the FY24 LTI. Accordingly, the maximum LTI in the form of equity instruments for
Mr Cullity, which is inclusive of a stretch component, is $2,850,000. The performance period is 1 July 2023 to 30 June 2026. Accordingly,
these rights remain unvested as at 30 June 2024 and the vesting conditions will be tested following the conclusion of the FY26 financial year.
FY25 LTI (granted in FY25)
The performance conditions for the performance rights granted during FY25 (FY25 LTI) are described in Table 3 above. There was no
change to the maximum LTI for Mr. Cullity in granting the FY25 LTI. Accordingly, the maximum LTI in the form of equity instruments for
Mr Cullity, which is inclusive of a stretch component, is $2,850,000. The performance period is 1 July 2024 to 30 June 2027. Accordingly, these
rights remain unvested as at 30 June 2024 and the vesting conditions will be tested following the conclusion of the FY27 financial year.
Remuneration
103102
Summary of CEO’s LTIs
Long-Term Incentives in the form of equity instruments received by Mr Cullity since the commencement of his employment with the Group
in 2009 are:
Table 13: LTI summary
AwardPerformance PeriodInstruments GrantedVested/UnvestedPercentage of Grant
Vested
F Y 2 5 LT I1 July 2024 to 30 June 202798,153 performance rightsUnvestedYet to be tested
F Y 2 4 LT I1 July 2023 to 30 June 202687,007 performance rightsUnvestedYet to be tested
F Y 2 3 LT I1 July 2022 to 30 June 202580,195 performance rightsUnvestedYet to be tested
F Y 2 2 LT I 1 July 2021 to 30 June 202494,124 performance rightsExpected to vestExpected to be 100%
F Y 2 1 LT I1 July 2020 to 30 June 202375,000 performance rightsVested (cash settled)100%
F Y 2 0 LT I1 July 2019 to 30 June 202245,455 performance rightsVested (cash and equity settled)100%
F Y 1 9 LT I1 July 2018 to 30 June 202147,500 performance rightsVested (cash settled)100%
F Y 1 8 LT I1 July 2017 to 30 June 2020110,000 loan-backed sharesVested100%
FY17 LTI1 July 2016 to 30 June 201995,000 loan backed sharesVested100%
Section 5: Non-Executive Director Remuneration
To support the attraction and retention of directors of the highest calibre and requisite expertise from New Zealand, Australia and
internationally, the Group aims to set remuneration of non-executive directors having regard to:
• the time commitment and responsibilities of the non-executive directors (including any commitment as a member of a standing or ad hoc
Board committee and special exertion for significant project work outside of the normal workload for the Board and Committees); and
• market rates for non-executive director remuneration for comparable companies (by size, industry classification and complexity).
The Board has regard to this as part of its succession planning and the attraction and retention of directors from, or with experience in,
key geographic markets in which the Group operates, including Australia and Southeast Asia.
Non-executive director remuneration is in the form of fees. Non-executive directors do not receive performance-based or equity-based
remuneration.
Total remuneration for non-executive directors is subject to an aggregate fee pool limit of NZ$1,643,250 (including payments made in
respect of KiwiSaver and compulsory superannuation contributions) in any financial year. The fee pool was approved by shareholders at the
Annual Meeting held on 24 October 2023. The table below sets out the current fee allocations for director fees by position.
EBOS Group Annual Report 2024
105104
Table 14: Non-executive director fees by position
Table 15: Non-executive director fees paid during FY24
DirectorBase Fee
(NZ$)
Audit and Risk
Committee (NZ$)
Remuneration
Committee (NZ$)
Special Exertion
Fee (NZ$)
Total
(NZ$)
E Coutts$352,800$21,000$34,650Nil$408,450
T Batten$176,400Nil$17,325Nil$193,725
M Bloom $176,400$14,438NilNil$190,838
S McGregor*$88,200NilNilNil$88,200
S McLauchlan$176,400$42,000$17,325Nil$235,725
S Ottrey*$88,200$6,562NilNil$94,762
J Tay$176,400NilNilNil$176,400
P Williams$176,400NilNilNil$176,400
PositionFees (NZ$)
Chair$352,800
Director (other than Chair)$176,400
Chair of Audit & Risk Committee$42,000
Chair of Remuneration Committee$34,650
Member of Audit & Risk Committee$21,000
Member of Remuneration Committee$17,325
Special exertion fee pool$78,750
Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies Act 1993 for the year ended
30 June 2024 were as follows:
*Ms Ottrey and Mr McGregor retired as directors on 24 October 2023.
Remuneration
105104
Employee Payment Bands
Grouped below, in accordance with section 211 of the Companies Act 1993, are the number of employees or former employees of the
Company and its subsidiaries, including those based outside of New Zealand, who received remuneration and other benefits in their
capacity as employees totalling NZ$100,000 or more during the year.
Employee
remuneration (NZ$)
30 June 2024
Number of Employees
$100,000 to $110,000301
$110,000 to $120,000204
$120,000 to $130,000158
$130,000 to $140,000 115
$140,000 to $150,000 118
$150,000 to $160,000 109
$160,000 to $170,00067
$170,000 to $180,00061
$180,000 to $190,00068
$190,000 to $200,00052
$200,000 to $210,00032
$210,000 to $220,00040
$220,000 to $230,00024
$230,000 to $240,00038
$240,000 to $250,00027
$250,000 to $260,00024
$260,000 to $270,00023
$270,000 to $280,00018
$280,000 to $290,00014
$290,000 to $300,00017
$300,000 to $310,0007
$310,000 to $320,00015
$320,000 to $330,0009
$330,000 to $340,0006
$340,000 to $350,0007
$350,000 to $360,0006
$360,000 to $370,0007
$370,000 to $380,0004
$380,000 to $390,0007
$390,000 to $400,0006
$400,000 to $410,0006
$410,000 to $420,0004
$420,000 to $430,0005
$430,000 to $440,0004
$440,000 to $450,0001
107106
EBOS Group Annual Report 2024
107106
Employee
remuneration (NZ$)
30 June 2024
Number of Employees
$480,000 to $490,0002
$500,000 to $510,0003
$530,000 to $540,0001
$540,000 to $550,0002
$560,000 to $570,0002
$570,000 to $580,0001
$580,000 to $590,0001
$590,000 to $600,0001
$620,000 to $630,0001
$640,000 to $650,0002
$670,000 to $680,0001
$680,000 to $690,0001
$690,000 to $700,0002
$730,000 to $740,0001
$790,000 to $800,0001
$830,000 to $840,0001
$880,000 to $890,0001
$910,000 to $920,0001
$940,000 to $950,0001
$1,110,000 to $1,120,0001
$1,190,000 to $1,200,0001
$1,390,000 to $1,400,0001
$1,480,000 to $1,490,0001
$1,540,000 to $1,550,0001
$1,630,000 to $1,640,0001
$1,760,000 to $1,770,0001
$2,080,000 to $2,090,0001
$2,270,000 to $2,280,0002
$2,330,000 to $2,340,0001
$4,150000 to $4,160,0001
$7,540,000 to $7,550,000 (John Cullity – Group CEO)1
Directors’ Interests and Disclosures
107106107106
Disclosure of interests
In accordance with section 140(2) of the Companies Act 1993, the
directors named below have made general disclosure of interest,
by a general notice disclosed to the Board and entered in the
Company’s interests register during the year ended 30 June 2024,
as follows:
E.M. Coutts:
Chair of Oceania Healthcare Limited and Voyage
Digital (NZ) Limited, (now known as 2degrees Group Limited),
Director of EBOS Group subsidiaries in New Zealand and Member,
Marsh New Zealand Advisory Board.
T.L. Batten: Chair of Accident Compensation Corporation, Director
of Medibank Private Limited, National Institute of Water and
Atmospheric Research Limited and Nanosonics Limited.
M.A. Bloom: Director of Abacus Storage Operations Limited,
Abacus Storage Funds Management Limited (the responsible
entity for the Abacus Storage Property Trust), AGL Energy Limited,
Pacific Smiles Group Limited, Metropolitan Memorial Parks,
Fambloom Beneficiary Pty Ltd, Fambloom Pty Ltd and Fambloom
Super Pty Ltd.
S.J. McLauchlan:
Chairman of Scott Technology Limited,
Analog Digital Instruments Limited, Cargill Hotel 2002 Ltd, G S
McLauchlan & Co, Otago Community Hospice and Wood Solutions.
Director of Southlink Health Education Trust, Argosy Property
Ltd, Dunedin Casinos Ltd and Scenic Hotels Group. Governor, NZ
Sports Hall of Fame. Member, Marsh NZ Advisory Board. Former
member of the Advisory Board to the Partridge Jewellers group.
J. Tay: Director of Sonova Holding A.G.
P.J. Williams: none recorded.
Former directors
Stuart McGregor: Director of Symbion Pty Ltd and other EBOS
Group subsidiaries and director of Bodd Pty Ltd.
Sarah Ottrey: Chair of Whitestone Cheese Ltd and director of
Sarah Ottrey Marketing Ltd, Skyline Enterprises Limited and
subsidiaries, Mount Cook Alpine Salmon Limited and Christchurch
International Airport Ltd. Member of the Institute of Directors –
Otago Southland Branch committee. Trustee for the SGE and
AA Berry Family Trust.
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the
constitution of the Company, the Company has given indemnities
to, and has effected insurance for, the directors and executives
of the Company and its related companies which, except for
some specific matters that are expressly excluded, indemnify
and insure directors and executives against monetary losses as a
result of actions undertaken by them in the course of their duties.
Specifically excluded are certain matters, such as the incurring of
penalties and fines, which may be imposed for breaches of law.
Use of information
There were no notices from directors of the Company requesting to
use Company information received in their capacity as directors,
which would not otherwise have been available to them.
Share dealings by Directors
The directors have disclosed to the Board under section 148(2) of the Companies Act 1993 the following particulars of acquisitions or
disposals of a relevant interest in the Company’s shares during the year ended 30 June 2024.
Director
Ordinary Shares
Purchased/(Sold)
Consideration
Paid/(Received)
Date of
Transaction
Stuart McLauchlan39NZ$1,390.3522 March 2024
DIRECTORS’ INTERESTS AND DISCLOSURES
EBOS Group Annual Report 2024
109108
Directors’ shareholdings
Director30 June 202430 June 2023
Elizabeth Coutts– Indirect/beneficial interest35,74835,748
– Direct, non-beneficial interest – trustee of EBOS Staff Share Plan71,59271,592
Tracey Batten– Direct interest1,5001,500
Stuart McLauchlan– Indirect/beneficial interest2,4532,414
Former director
Sarah Ottrey*– Indirect/beneficial interest3,4693,469
– Held with associated person9,8289,828
DirectorBoardAudit & RiskRemuneration
Eligible
to AttendAttended
Eligible
to AttendAttended
Eligible
to AttendAttended
Elizabeth Coutts11113333
Tracey Batten1111--33
Mark Bloom111122--
Stuart McLauchlan11113333
Julie Tay1111----
Peter Williams1111----
Former directors
Stuart McGregor44----
Sarah Ottrey4411--
Attendance at Board and committee meetings
*Ms Ottrey resigned as a director with effect from 24 October 2023. This information is as at the date of resignation.
Directors’ Interests and Disclosures
109108
SubsidiaryCurrent Directors
ABT Medical Pty LtdJ Cullity
M Muscio
ABT Nevada LLCJ Cullity
M Muscio
S Berry
J Goldberg
L Myers
ACN 618 208 969 Pty LtdJ Cullity
S McGregor#*
Alchemy Holdings Pty LtdJ Cullity
S McGregor#*
B Barons
Alchemy Sub-Holdings Pty LtdJ Cullity
S McGregor#*
B Barons
Australian Biotechnologies
Pty. Limited
J Cullity
M Muscio
Beaphar Pty LtdJ Cullity
J Dillon
BFCMC Pty LtdJ Cullity
S McGregor#*
N Munroe
Blackhawk Premium Pet Care Pty LtdJ Cullity
S McGregor#*
J Dillon
Botany Bay Imports Exports Pty LtdJ Cullity
J Dillon
CAB Medical Pty LtdJ Cullity
M Muscio
CC Pharmacy Investments Pty LtdJ Cullity
S McGregor#*
B Barons
CC Pharmacy Management Pty LtdJ Cullity
S McGregor#*
B Barons
CC Pharmacy Promotions Pty LtdJ Cullity
S McGregor#*
B Barons
Chemmart Holdings Pty LtdJ Cullity
S McGregor#*
N Munroe
Cincotta Holding Company Pty LtdJ Cullity
S McGregor#*
B Barons
Clinect Pty LtdJ Cullity
S McGregor*
B Barons
Clinect NZ Pty LimitedE Coutts
J Cullity
L Hansen
Collaboration Medical Clinics Pty LtdJ Cullity
S McGregor#*
N Munroe
Collaboration Medical Clinics Investments
Pty Ltd
J Cullity
N Munroe
Culpan Distributors LtdE Coutts
J Cullity
L Hansen
Disclosures relating to subsidiaries
SubsidiaryCurrent Directors
Culpan Medical Pty LtdJ Cullity
M Muscio
Developing People Pty LtdJ Cullity
S McGregor#*
N Munroe
DoseAid Pty LtdJ Cullity
S McGregor*
B Barons
EAHPL Pty LtdJ Cullity
S McGregor#*
EBOS Aesthetics Pty LtdJ Cullity
M Muscio
EBOS Group Australia Pty LtdJ Cullity
S McGregor#*
B Barons
EBOS Health & Science Pty LtdJ Cullity
S McGregor#*
B Barons
EBOS Medical Devices
Australia Pty Ltd
J Cullity
S McGregor#
M Muscio
EBOS Medical Devices NZ LimitedE Coutts
J Cullity
L Hansen
EBOS PH Pty LtdJ Cullity
S McGregor#*
Endeavour CH Pty LtdJ Cullity
S McGregor#*
Endeavour Consumer Health LimitedE Coutts
J Cullity
L Hansen
Fibertech Medical Australia Pty LtdJ Cullity
M Muscio
Healthcare Supply Partners Pty LtdJ Cullity
B Barons
Hospharm Pty LtdJ Cullity
S McGregor#*B
Barons
HPS Brands Pty LtdJ Cullity
S McGregor#*
B Barons
HPS Corrections Pty LtdJ Cullity
S McGregor#*
B Barons
HPS Finance Pty LtdJ Cullity
S McGregor#*
B Barons
HPS Holdings Group (Aust) Pty LtdJ Cullity
S McGregor#*
B Barons
HPS Hospitals Pty LtdJ Cullity
S McGregor#*
B Barons
HPS IVF Pty LtdJ Cullity
S McGregor#*
B Barons
EBOS Group Annual Report 2024
111110
SubsidiaryCurrent Directors
HPS Services Pty LtdJ Cullity
S McGregor#*
B Barons
Intellipharm Pty LtdJ Cullity
S McGregor*
B Barons
Klinic Solutions Australasia Pty LtdJ Cullity
M Muscio
LifeHealthcare LimitedE Coutts
J Cullity
L Hansen
LifeHealthcare Distribution (NZ) LimitedE Coutts
J Cullity
L Hansen
LifeHealthcare Pty LimitedJ Cullity
M Muscio
LifeHealthcare Distribution Pty LimitedJ Cullity
M Muscio
LifeHealthcare Finance Pty LimitedJ Cullity
M Muscio
LifeHealthcare Group Pty LimitedJ Cullity
M Muscio
LifeHealthcare Services Pty LtdJ Cullity
M Muscio
Lite Living Pty LtdJ Cullity
S McGregor#*
N Munroe
LMT Surgical Pty LtdJ Cullity
M Muscio
Lyppard Australia Pty LtdJ Cullity
S McGregor*
J Dillon
Malex Medical Asia (M) Sdn BhdKY Ng
A Phu
ST Lee
Masterpet Australia Pty LimitedJ Cullity
J Dillon
Masterpet Corporation LimitedE Coutts
J Cullity
L Hansen
Masterpet Logistics Pty LtdJ Cullity
J Dillon
MD Scopes Pty LtdJ Cullity
M Muscio
MD Solutions Australasia Pty LtdJ Cullity
M Muscio
MD Solutions NZ LimitedJ Cullity
L Hansen
Mega Save Management Pty LtdJ Cullity
S McGregor#*
B Barons
National Surgical Pty LtdJ Cullity
S McGregor#*
M Muscio
Nexus Australasia Pty LimitedJ Cullity
S McGregor#*
B Barons
Current DirectorsCurrent Directors
Ophthaswissmed Philippines IncK M Te o
KC Seah
M Cruz
G Borromeo
Pacific Health Supplies Topco1
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies TopCo2 LLCJ Cullity
Pacific Health Supplies BidCo
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies HoldCo
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies MezzCo
Pty Limited
J Cullity
M Muscio
Pacific Health Supplies TopCo
Pty Limited
J Cullity
M Muscio
PBA Finance No. 1 Pty LtdJ Cullity
S McGregor#
N Munroe
PBA Finance No. 2 Pty LtdJ Cullity
S McGregor#*
N Munroe
PBA Wholesale Pty LtdJ Cullity
S McGregor#*
N Munroe
Pet Care Distributors Pty LtdJ Cullity
S McGregor#*
J Dillon
Pet Care Holdings Australia Pty LtdJ Cullity
S McGregor#*
J Dillon
Pet Care Wholesalers Pty LtdJ Cullity
S McGregor#*
Pets International Pty LtdJ Cullity
J Dillon
Pharmacy Brands Australia Pty LtdJ Cullity
S McGregor#*
N Munroe
Pharmacy Retailing (NZ) LimitedE Coutts
J Cullity
L Hansen
Pioneer Medical Limited E Coutts
J Cullity
L Hansen
Protec Solutions LimitedE Coutts
J Cullity
L Hansen
PRNZ LimitedE Coutts
J Cullity
L Hansen
PT Transmedic IndonesiaH Marpaung
QPharma Pty Ltd J Cullity
J Dillon
Richard Thomson Pty LimitedJ Cullity
S McGregor#*
B Barons
Directors’ Interests and Disclosures
111110
SubsidiaryCurrent Directors
Sentry Medical Pty LimitedJ Cullity
B Barons
Shanghai EBOS Business Management
Co Ltd
J Cullity
Spiran Pty. Ltd.J Cullity
M Muscio
Superior Pet Food Co. LimitedE Coutts
J Cullity
L Hansen
Swissmed Pte. Ltd.KJY Lee
SJJ Lee
Swissmed Sdn BhdSJJ Lee
EBG Leow
Swiss Med (International) Pte. Ltd.
KJY Lee
SJJ Lee
Swissmed (Hong Kong) LimitedLW Tham
Symbion Pty LtdJ Cullity
S McGregor*
B Barons
Terry White Group Pty LtdJ Cullity
S McGregor#*
N Munroe
Tissue Technologies Pty LtdJ Cullity
M Muscio
Tissuelife Pty LimitedJ Cullity
M Muscio
Tony Ferguson Weight Management
Pty Ltd
J Cullity
S McGregor#*
N Munroe
T-Medic Co., LtdKM Teo
KW Choo
Transmedic Pte LtdA Phua
TS Lee
M Muscio
Transmedic China LtdA Phua
Transmedic Company LimitedSJJ Lee (Chairman)
Transmedic Healthcare Co., LtdSJJ Lee (Chairman)
Transmedic Healthcare Sdn BhdKY Ng
ST Lee
A Phua
Transmedic Holdings Philippines, IncKM Teo
KC Seah
K San-Diego
V Fernando-Ambagan
M Cruz
Transmedic Philippines, IncKM Teo
KC Seah
K San-Diego
V Fernando-Ambagan
M Cruz
Transmedic (Thailand) Co., LtdKM Teo
TS Lee
KW Choo
TW&CM Pty LtdJ Cullity
S McGregor#*
N Munroe
SubsidiaryCurrent Directors
TWC IP Pty LtdJ Cullity
S McGregor#*
N Munroe
Ventura Health Pty LtdJ Cullity
S McGregor#*
B Barons
VIM Health Pty LtdJ Cullity
S McGregor#*
N Munroe
VIM Health IP Pty LtdJ Cullity
S McGregor#*
N Munroe
Vitapet Corporation Pty LimitedJ Cullity
J Dillon
Warner & Webster Pty LtdJ Cullity
S McGregor#*
B Barons
W & W Management Services Pty LtdJ Cullity
S McGregor#*
B Barons
W M Bamford & Co LimitedE Coutts
J Cullity
L Hansen
You Save Management Pty LtdJ Cullity
S McGregor#*
B Barons
ZAP Services Pty LtdJ Cullity
S McGregor*
ZHHA Pty LtdJ Cullity
S McGregor*
No employee of the Group appointed as a director of the Company
or its subsidiaries receives remuneration or other benefits in their
role as a director. The remuneration and other benefits of such
employees, received as employees, are included in the relevant
bandings for remuneration disclosed under employee remuneration
range on pages 105 and 106.
Auditor
The Company’s Auditor, Deloitte, will continue in office in accordance
with the Companies Act 1993.
The directors are satisfied that the provision of non-audit services,
during the year by the auditor is compatible with the general
standard of independence for auditors imposed by the Companies
Act 1993. Details of amounts paid or payable to the auditor for
non-audit services provided during the year by the auditor are
outlined in note H5 of the financial statements.
Elizabeth Coutts
Chair of Directors
Stuart McLauchlan
Director
*Ceased to be a director during the year ended 30 June 2024
#Alternate director
113112
EBOS Group Annual Report 2024
113112
Registered offices
108 Wrights Road
PO Box 411
Christchurch 8024
New Zealand
Telephone: +64 3 338 0999
Email: ebos@ebos.co.nz
Level 7, 737 Bourke Street
Docklands 3008
PO Box 7300
Melbourne 8004
Australia
Telephone: +61 3 9918 5555
Email: ebos@ebosgroup.com
Website address
www.ebosgroup.com
Directors
Elizabeth Coutts
Independent Chair
Tr a c ey B a t t e n
Independent Director
Mark Bloom
Independent Director
Stuart McLauchlan
Independent Director
J ulie Tay
Independent Director
Peter Williams
Independent Director
Senior executives
John Cullity
Chief Executive Officer
Brett Barons
CEO Symbion
Simon Bunde
EGM Strategic Operations,
ESG and Innovation
Janelle Cain
General Counsel
Julie Dillon
CEO Animal Care
Leonard Hansen
Chief Financial Officer
Martin Krauskopf
EGM Strategy and Mergers
and Acquisitions
David Lewis
EGM
Jacinta McCarthy
Group GM, Human Resources
Matt Muscio
CEO Medical Technology
(to 5 August 2024)
Andrew McLean
CEO Medical Technology
(appointed 5 August 2024)
Mithran Naiker
Chief Information Officer
Auditor
Deloitte Limited
Christchurch
Securities exchange
EBOS Group Limited shares are quoted
on the New Zealand Securities Exchange
and the Australian Securities Exchange
(NZX/ASX code: EBO).
Share register
Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
Telephone: +64 9 488 8777
Computershare Investor Services
Pty Ltd
GPO Box 3329
Melbourne, Victoria 3001
Australia
Telephone: 1800 501 366
Managing your shareholding online
To change your address, update your
payment instructions and to view
your Investment portfolio, including
transactions, please visit:
www.computershare.com/
investorcentre
General enquiries can be directed to:
• enquiry@computershare.co.nz
• Private Bag 92119, Auckland 1142,
New Zealand or GPO Box 3329,
Melbourne, Victoria 3001, Australia
• Telephone (NZ) +64 9 488 8777 or (Aust)
1800 501 366
• Facsimile (NZ) +64 9 488 8787 or
(Aust) +61 3 9473 2500
Please assist our registrar by quoting
your CSN or shareholder number.
Annual Meeting
The Annual Meeting of EBOS Group
Limited will be held on Wednesday,
23 October 2024 at 2pm, at the
Park Hyatt Hotel, 99 Halsey Street,
Auckland, New Zealand.
This Annual Report is printed on environmentally responsible paper, produced using
FCS® certified 100% Post Consumer Recycled, Process Chlorine Free (PCF) pulp.
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ebosgroup.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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