EBOS Group Limited/Announcement
EBOS Group Limited logo

EBOS Group Annual Report 2024

Annual Report25 September 2024EBOHealthcare

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
6


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

8

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
10

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
14

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
16


EBOS Group Annual Report 2024

16

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
18

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

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

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.

DIRECTORY

Directory
113112113112

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.