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Rua Bioscience Limited releases annual results - unaudited

Full Year Results29 August 2024RUAHealthcare

FOR PUBLIC RELEASE
NZX Limited

Wellington


Thursday, 29 August 2024


Rua Bioscience Limited releases annual results - unaudited

Continuation of strategy as market pipelines established

Summary financials

FY24 $

unaudited

FY23 $

audited

Revenue (from customers) 85,837 357,675

Revenue (incl. fair value gains) 321,678 6,532,612

Profit/(Loss) before fair value gain and impairment (4,504,779) (6,240,820)

Profit/(Loss) before tax (13,718,754) (5,958,506)

FY24 milestones

• Established revenue pipelines soon to fill with unique legacy genetics.

• Achieved first revenues in Australia and developed solid sales and distribution

channels for a comprehensive product range. 

• Extended the distribution contract with Nimbus Health in Germany for an

additional three years and additional countries in Europe.

• Signed a distribution agreement with Target Healthcare in the United Kingdom.

• Received approval from Ministry of Health NZ for two new products for the local

market. 

• Secured agreements with Portuguese based companies to undertake cultivation

trials in Portugal, to supply the European market.

• Signed an offtake agreement with a New Zealand cultivator to export Rua’s

legacy genetics to Australia. 

MARKET ANNOUNCEMENT

Māori founded, Tairawhiti based Rua Bioscience Limited (NZX: RUA) today announces
financial results for the year ended 30 June 2024. Within the reporting year, the business

focused on the delivery of its differentiated strategy – anchored in genetics and

distribution – to prepare itself for the next phase of growth and sustainable revenue

generation.

In line with this export strategy, Rua also made significant progress internationally with

products for sale in three high-growth markets.

As the only New Zealand-based medicinal cannabis business with a focus on delivering

social impact, in FY24 Rua extended its commitment to its impact programmes for

residents of Tairawhiti.

Delivering on strategy

Following changes to Rua’s management and Board in FY23, including the appointment

of Paul Naske as Chief Executive Officer, the business’ leadership has remained stable

and unchanged in FY24.

Speaking about Rua’s differentiated strategy, Board Chair Anna Stove explains “In the

previous reporting year, our priority was refining our new commercial model and export-

led strategy. Thanks to Paul’s strong leadership, the management team and Board are

now fully aligned and committed to its successful execution.

“We have made significant progress in advancing Rua’s genetics, expanding distribution

channels, and securing key supplier partnerships in growth markets including Germany,

Australia and the United Kingdom – critical milestones that have built a strong

foundation to achieve sustainable revenue in FY25 and beyond,” says Ms Stove.

Financial results

Rua’s loss before tax for the year to 30 June 2024 was $13.72m (FY23 $5.96m). This loss

is in line with expectations and is primarily because of one-off impairments to goodwill,

supplier contracts and other assets, the majority of which was reported at the 31

December 2023 half-year report. This is non-cash in nature and does not affect the

groups cash flows or operational liquidity. The loss before these impairments was

$4.50m.

Revenue was recorded as $0.32m (FY23 $6.53m). FY23 revenue was significantly higher

due to a $5.85m non-cash fair value gain as a result of a reduction in the payment

liability to ex-Zalm shareholders. Revenue from customers was $86k (FY23 $358k). This

reduction is a result of lack of sales in Germany for FY23 following the partial recall of
product due to poor quality from suppliers, which has now been addressed.

Rua has released unaudited financial statements as the statements are still in the

process of being audited. The delay in the release of audited financial statements is a

result of the timing of the previously announced building sale process, the Boards review

of the business’ cash requirements and ongoing discussions with major shareholders in

regard to further funding. For further information and context please refer to the Going

Concern Disclosure ( Note 2(f)) in the Financial Statements. We will release audited

financial statements within the Annual Report that is expected by the end of September.

Germany

During FY24, Rua further strengthened its distribution channel with experienced partner

Nimbus Health by extending its contract for an additional three years and widening its

scope to include other European markets.

In April 2024 new regulations in Germany were implemented that reclassified medicinal

cannabis, removing its narcotic status and allowing it to be easily prescribed alongside

other pharmaceuticals. 

Rua Chief Executive Officer Paul Naske says, “With these significant regulatory changes

and Rua’s strong partnership with Nimbus Health, we anticipate an increase in revenue

in the German market in the coming year.”

Australia

In FY24, Rua solidified its presence in the Australian market, generating its first revenues

and establishing strong sales and distribution channels for a wide range of products.


“Australia is one of the world’s largest medicinal cannabis markets and is estimated to be

worth around $450 million, with over 300 prescribers. We now have products available

through four distributors nationwide, significantly extending our reach in this rapidly

expanding market.


“With a Chief of Sales and Marketing based in Australia, our in-market presence has

accelerated, enabling us to build strong relationships with both distributors and

prescribers,” says Mr Naske.

Rua has recently launched a new product into Australia containing legacy New Zealand
genetics. This is the first market where the business has established both distribution and

genetics, aligning with its strategic priorities.  


United Kingdom

The United Kingdom is an exciting new market for Rua to establish itself and is widely

considered to be an emerging growth market for medicinal cannabis.

In December 2023, Rua signed a two-year agreement with Target Healthcare, a

pharmaceutical distribution company specialising in unlicenced medicines.

“With a distribution agreement now secured, we have been focused on establishing Rua’s

brand and presence in the U.K. and expect to launch a portfolio of products into the

market in the latter part of 2024,” says Mr Naske.

Social Impact

Rua’s Compassionate Access Programme shares the benefits of medicinal cannabis with

those in the Te Tairāwhiti community who can most benefit. During FY24 the

Programme has grown from 30 patients per month to 52 patients per month as a result

of support from Trust Tairawhiti, suppliers and donations. The programme ensures that

patients who meet specific criteria, have access to fully subsidised medicinal cannabis

products.

In addition to the Compassionate Access Programme, Rua has a S cholarship Programme

designed to celebrate the aspirations of local rangatahi and help drive meaningful long

term social and economic impact in the communities of Tairāwhiti. With the support of

Rua Bioscience and Trust Tairāwhiti, 13 students were awarded undergraduate

scholarships in FY24.

“At Rua, we are deeply committed to giving back to our community by developing

impactful programs like these. As Rua continues to prosper, so does our ability to make a

difference. We are proud of the growth of our Compassionate Access Programme this

year, which has enabled more people across Tairawhiti to benefit from medicinal

cannabis.

“Our focus on supporting rangatahi—the next generation—reflects our core values,

deeply rooted in enhancing the long-term prosperity of our region. We are excited to

continue expanding these initiatives and to watch our young people thrive,” concluded

Mr. Naske.

Outlook statement
The focus of the business of FY25 will be on accelerating the revenue streams in the four

key markets we have established in Germany, Australia, United Kingdom and Aotearoa

New Zealand.

We expect revenue from customers in FY25 will be significantly higher than FY24 as the

sales in July 2024 have already exceeded the full year revenue of FY24.



ENDS




For more information, please visit www.ruabio.com or contact:


Paul Naske

Chief Executive Officer

+64 (21) 445 154

www.ruabio.com

---

Rua Bioscience Limited
Consolidated Financial Statements

Unaudited

For the year ended

30 June 2024

Rua Bioscience Limited
Contents

Company Directory

3

ConsolidatedStatement of Profit or Loss and Other Comprehensive

Income(unaudited)

4

Consolidated Statement of Changes in Equity(unaudited)5

Consolidated Statement of Financial Position(unaudited)

6

Consolidated Statement of Cash Flows(unaudited)

7

Notes forming part of theConsolidatedFinancial

Statements(unaudited)

8 - 46

3
Company Directory

For the year ended 30 June 2024

Country of incorporation of company:New Zealand

Company Number:6484092

Legal form:NZ Limited Company

Principal activities:PharmaceuticalDistribution

Registered office:1 Commerce Place

Awapuni

Gisborne

Directors:Anna STOVE–Chair

Panapa EHAU

Teresa FARAC-CIPRIAN

Tony BARCLAY

Auditor:PricewaterhouseCoopers

Bankers:Kiwibank

ANZ

Solicitors:Lowndes Jordan

4
Rua Bioscience Limited

Consolidated Statement of Profit or Loss

and Other Comprehensive Income (unaudited)

For the year ended 30 June 2024

Note

2024

2023

(unaudited)

$

(audited)

$

Revenue from contracts with customers585,837357,675

Other income6235,841323,905

Fair value gains4-5,851,032

Total revenue andotherincome321,6786,532,612

Changes in inventories of finished goods7(204,143)(339,551)

Research and development costs7(1,176,153)(1,587,704)

Impairmentof intangible assets14(8,533,342)(4,726,907)

Impairment of property, plant and equipment12(153,623)(841,811)

Impairment of assets held for sale24(527,010)-

Other expenses7(3,554,710)(5,178,195)

Total expenses before operating loss(14,148,981)(12,674,168)

Operatinglossbefore net financing income(13,827,303)(6,141,556)

Interest income125,423202,129

Interest expense-leases(16,874)(19,079)

Net finance income108,549183,050

Lossbefore tax(13,718,754)(5,958,506)

Income taxexpense8-(774)

Lossafter tax(13,718,754)(5,959,280)

Other comprehensive income:

Items that may be reclassified to profit or loss:

Exchange gains arising on translation of foreign operations(6,334)38

Other comprehensive income for the year, net of tax(6,334)38

Total comprehensive loss for the year attributable to

shareholders

(13,725,088)(5,959,242)

Earnings per share attributable to the

ordinary equity holders of the Company

Loss from operations

Basic ($)

10(0.09)(0.04)

Diluted ($)

10(0.09)(0.04)

The above statements should be read in conjunction with the accompanying notes.

5
Rua Bioscience Limited

Consolidated Statement of Changes in Equity (unaudited)

For the year ended 30 June 2024

NoteShare

Foreign

currency

translationShare optionAccumulatedTotal

capitalreservereservelossesequity

$$$$$

Opening balance at 1 July 2022(audited)

41,891,677

-141,686

(17,835,272)24,198,091

Total comprehensive loss for the year

-Loss for the year

-

--

(5,959,280)(5,959,280)

-Other comprehensive income-38--38

Total comprehensive loss for the year-38-(5,959,280)(5,959,242)

Transactions with owners

-Issue of share capital201,790,800---1,790,800

-Employee share options expense23--90,616-90,616

-Share options vested and exercised2320,240-(20,240)--

Total transactions with owners1,811,040-70,376-1,881,416

Balance at 30 June 2023(audited)43,702,717

38212,062

(23,794,552)20,120,265

Opening balance at 1 July 202343,702,71738212,062(23,794,552)20,120,265

Total comprehensive loss for the year

-Loss for the year---(13,718,754)(13,718,754)

-Othercomprehensive income-(6,334)--(6,334)

Total comprehensive loss for the year-(6,334)-(13,718,754)(13,725,088)

Transactions with owners

-Issue of share capital-----

-Employee share options expense23--371,481-371,481

-Share options vested andexercised20,23250,219-(250,219)--

Total transactions with owners250,219-121,262-371,481

Balance at 30 June 2024(unaudited)

43,952,936

(6,296)333,324

(37,513,306)6,766,658

The above statements should be read in conjunction with the accompanying notes.

6
Rua Bioscience Limited

Consolidated Statement of Financial Position (unaudited)

As at 30 June 2024

Note20242023

(unaudited)

$

(audited)

$

Current assets

Cash and cash equivalents4

895,1312,529,338

Trade and other receivables16

276,608862,991

Prepayments17

487,907163,361

Investments4

-2,032,055

Inventory11

277,53414,319

Assets in disposal groups held for sale24

879,781-

Total current assets

2,816,9615,602,064

Non-current assets

Property, plant and equipment12

2,517,6994,438,681

Goodwill 13,14

2,194,94710,448,082

Intangible assets14

-286,168

Right-of-use lease assets15

135,176100,577

Other receivables16

75,00075,000

Total non-current assets

4,922,82215,348,508

Total assets

7,739,78320,950,572

Current liabilities

Trade and other payables18

554,237522,544

Employee benefit liabilities19195,902180,083

Lease liabilities4,1548,71346,722

Deferred grant income69,21813,103

Liabilities in disposal groups held for sale245,988-

Total current liabilities

874,058762,452

Non-current liabilities

Lease liabilities4,1599,06767,855

Total non-current liabilities

99,06767,855

Total liabilities

973,125830,307

Net assets6,766,658 20,120,265

Equity

Share capital20

43,952,93643,702,717

Accumulated losses

(37,513,306)(23,794,552)

Foreign currency translation reserve

(6,296)38

Share option reserve

333,324212,062

Total equity6,766,65820,120,265

The above statements should be read in conjunction with the accompanying notes.

7
Rua Bioscience Limited

Consolidated Statement of Cash Flows (unaudited)

For the year ended 30 June 2024

Note20242023

(unaudited)

$

(audited)

$

Cash flows from operating activities

Receipts from customers170,015278,085

Grant income received755,237104,378

Payments to suppliers and employees(4,661,731)(6,302,684)

Net cashinflows/(outflows) from operating activities9(3,736,479)(5,920,221)

Cash flows from Investing activities

Interest income157,475211,567

Proceeds from sale of plant and equipment51,15134,854

Proceeds from maturinginvestments3,500,00013,000,000

Proceeds from contingent consideration receivable-500,000

Investment deposits made(1,500,000)(7,000,000)

Purchase of property, plant and equipment(1,208)(73,772)

Net cashinflows/(outflows) from investing activities2,207,4186,672,649

Cash flows from financing activities

Principal elements of lease payments(77,854)(101,296)

Interest paid(16,925)(19,079)

Net cashinflows/(outflows) from financing activities(94,779)(120,375)

Net increase/(decrease) in cash and cash equivalents(1,623,840)632,053

Cash and cash equivalents at beginning of year2,529,3381,897,285

Exchange (loss)/gains on cash andcash equivalents(10,367)-

Cash and cash equivalents at end of year4895,1312,529,338

The above statements should be read in conjunction with the accompanying notes.

8
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

1. Reporting Entity

The consolidated financial statements comprise the results of Rua Bioscience Limited and its

subsidiaries (together, “the Group”).

Rua Bioscience Limited (“the Company”) is a company incorporated and domiciled in New Zealand

and registered under the Companies Act 1993. The address of the Company’s registered office and

principal place of business is 1 Commerce Place, Awapuni, Gisborne.

The Company is principally engaged in the business of research and development, and

pharmaceutical distribution and marketing.

2. Basis of preparation

(a)Statement of compliance

The consolidated financial statements have been prepared in accordance with New Zealand

Generally Accepted Accounting Practice (NZ GAAP), being in accordance with New Zealand

Equivalents to International Financial Reporting Standards (NZ IFRS) and other New Zealand

accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS

and International Financial Reporting Standards Accounting Standards (IFRS Accounting

Standards). They comply with interpretations issued by the IFRS Interpretations Committee (IFRS

IC) applicable to companies reporting under IFRS accounting standards. The consolidated financial

statements have also been prepared in accordance with the requirements of the Companies Act

1993, the Financial Markets Conduct Act 2013 and the Main Board/Debt Market Listing Rules of

NZX Limited.

The Group is a for-profit entity for the purposes of complying with NZ GAAP.

These consolidated financial statements include non-GAAP financial measures that are not

prepared in accordance with NZ IFRS. The Group presents Net Tangible Assets, in Note 26. The

Group believes that this non-GAAP measure provides useful information to readers, as this is a

required disclosure under the NZX Listing Rules, but it should not be viewed in isolation, nor

considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP measures

as reported by the Group may not be comparable to similarly titled amounts reported by other

companies.

The consolidated financial statements are presented in New Zealand dollars ($), which is also the

Company’s functional currency. All financial information presented has been rounded to the

nearest dollar.

(b)Material accounting policy information

Material accounting policies have been disclosed alongside the related notes in the consolidated

financial statements.

(c)Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for

the items detailed in note 2(g).

9
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

2. Basis of preparation(continued)

(d)New standards, interpretations and amendments

(i)New standards mandatorily effective during the period

New standards that have become mandatorily effective in the annual consolidated financial

statements for the year ended 30 June 2024,

NZ IFRS 17 Insurance Contracts;

Disclosure of Accounting Policies (Amendments to NZ IAS 1 Presentation of

Financial Statements and IFRS Practice Statement 2 Making Materiality

Judgements);

Definition of Accounting Estimates (Amendments to NZ IAS 8 Accounting Policies,

Changes in Accounting Estimates and Errors);

Deferred Tax related to Assets and Liabilities arising from a Single Transaction

(Amendments to NZ IAS 12 Income Taxes); and

International Tax Reform – Pillar Two Model Rules (Amendment to NZ IAS 12

Income Taxes) (effective from 10 August 2023).

Except for the standards detailed below, none of these new standards effective during the

period have had a significant effect on the Group.

Disclosure of Accounting Policies (Amendments to NZ IAS 1 Presentation of Financial

Statements and IFRS Practice Statement 2 Making Materiality Judgements)

The amendments aim to make accounting policy disclosures more informative by replacing

the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy

information’. The amendments also provide guidance under what circumstance, the

accounting policy information is likely to be considered material and therefore requiring

disclosure.

These amendments have no effect on the measurement or presentation of any items in the

consolidated financial statements of the Group but affect the disclosure of accounting policies

of the Group.

10
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

2. Basis of preparation(continued)

(d)New standards, interpretations and amendments (continued)

(ii)Issued, but not yet effective

There are a number of standards, amendments to standards, and interpretations which have

been issued that are effective in future accounting periods that the Group has decided not to

adopt early.

The following amendments are effective for the periods beginning on or after 1 January 2024:

Liability in a Sale and Leaseback (Amendments to NZ IFRS 16 Leases);

Classification of Liabilities as Current or Non-Current (Amendments to NZ IAS 1

Presentation of Financial Statements);

Non-current Liabilities with Covenants (Amendments to NZ IAS 1 Presentation of

Financial Statements);

Supplier Finance Arrangements (Amendments to NZ IAS 7 Statement of Cash Flows

and NZ IFRS 7 Financial Instruments: Disclosures); and

Disclosure of Fees for Audit Firms' Services (Amendments to FRS 44)

The following amendments are effective for the periods beginning 1 January 2025 and

onwards:

Lack of Exchangeability (Amendments to NZ IAS 21 The Effects of Changes in

Foreign Exchange Rates) (effective 1 January 2025)

Amendments to the Classification and Measurement of Financial Instruments

(Amendments to NZ IFRS 9 and NZ IFRS 7) (effective 1 January 2026)

NZ IFRS 18Presentation and Disclosure of Financial Statements (effective 1

January 2027)

The Group does not believe that the amendments to NZ IAS 1 will have a significant impact

as the Group is not party to significant non-current borrowings. In addition, the Group does

not hold any financial instruments which would be significantly impacted by the amendments

to NZ IFRS 9 and NZ IFRS 7.

The Group has not yet assessed the impact of NZ IFRS 18Presentation and Disclosure in

Financial Statements. It is expected that the standard will impact the presentation of the

financial statements.

Besides the items above, the Group does not expect these new and amended standards to

have a material impact on the Group.

(e)Accounting estimates and judgements made

The preparation of the consolidated financial statements, in conformity with NZ IFRS, requires

management to make judgements, estimates and assumptions that affect the application of

accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual

results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis, with revisions to

accounting estimates recognised in the period in which the estimates are revised and in any future

periods affected.

11
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

2. Basis of preparation(continued)

(e)Accounting estimates and judgements made (continued)

Details of significant judgements and estimates made by management in the current period

include:

Judgements

−Recognition (or not) of deferred tax assets related to carried forward tax losses (note 8).

−Useful life of externally acquired intangible assets (note 14).

−Recognition of research and development tax credits and research and development expenses

(notes 6, note 7 and note 16).

−Determination of non-current assets held for sale (note 24).

−Preparation of the financial statements on a going concern basis (note 2(f)).

Estimates

−Assessment of impairment for non-financial assets (note 12 and note 14 and note 24).

The Group assess the potential climate related risks associated with the location of its facilities

and other key operations in the regions it operates in and considers that there are no material

impacts on the current consolidated financial statements.

(f)Going Concern

The consolidated condensed financial statements have been prepared on the going concern

basis, which assumes that the Group will continue to be able to meet its liabilities as they fall

due for a period of at least 12 months from the date of signing these consolidated financial

statements.

Given the Group’s net operating loss of $13,718,754 and net operating cash outflow of

$3,736,479 for the year ended 30 June 2024, in addition to its reduced liquid net asset position,

the Board and management have prepared operating cash flow forecasts for the next 12 months.

This forecast is predicated on a number of significant funding events, including the sale of its

facility and additional shareholder contributions and also includes key revenue milestones and,

should these targets not be met, the Group will not have sufficient cash to meet its minimum

expenditure commitments and support its current levels of activity.

12
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

2. Basis of preparation (continued)

(f)Going Concern (continued)

Accordingly, the Directors have evaluated the following factors in determining that the going

concern assumption is appropriate:

(i)Subsequent to reporting date, the Group has entered into an agreement with a third

party for the sale of its Gisborne facility which includes the leasehold buildings held as

available for sale (refer to note 24) in addition to manufacturing and extraction

equipment. The final agreed selling price is $1,300,000.

(ii)Management and the Board have engaged in dialogue with the Group’s existing

shareholders to secure additional funding to meet operational cashflow requirements.

(iii)The Group’s operational forecasts include assumptions regarding a number of

opportunities in key markets. As at the date of signing these financial statements, the

Group has achieved the following:

-Successfully launched an additional product into Germany, a market in which it has

had positive past sales revenues in;

-Introduced New Zealand grown genetics into products sold in Australia; and

-Obtained approval for the introduction of new products into the New Zealand

market and established sales revenues for one product.

The Group has also forecast a number of significant operating milestones over the

coming 12 months including:

-Product sales into the UK market under existing distribution agreements;

-Continued expansion of product offerings in Australia, Germany and New Zealand;

and

-Establishment of Rua genetics in several countries including:

oIn Canada under license with Apollo Green; and

oOngoing trial crops in both Australia and Portugal.

These will further the Group’s plans to achieve a sustainable operating model in line

with its projections.

13
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

2. Basis of preparation (continued)

(f)Going Concern (continued)

The Directors believe that the Group will be sufficiently successful in achieving the above, and

on this basis, are of the view that it is appropriate to continue to adopt the going concern

assumption in the preparation of these consolidated financial statements.

In the immediate term, the Group is dependent on cash proceeds from the sale of its facility and

committed shareholder support and should the expected funding be less than expected, the

Group may be unable to manage its minimum cash expenditure commitments and enact on its

forecasted revenue targets as outlined above.

Furthermore, should the Group be unsuccessful in achieving its revenue forecasts, or if actual

revenue growth is lower than projected, the proceeds from the sale of the facility or the planned

capital contributions alone may be insufficient to accommodate the Group’s operational

demands and the Group may be unable to realise its assets and discharge its liabilities in the

normal course of business. As such, there is a material uncertainty that may cast significant

doubt on the Group’s ability to continue as a going concern.

Accordingly, these consolidated financial statements do not include any adjustments relating to

the classification and recoverability of recorded asset amounts or to the amounts and

classification of liabilities that may be necessary should the Group be unable to continue as a

going concern.

(g) Fair value measurement

The fair value of certain assets and liabilities included in the Group’s consolidated financial

statements is disclosed.

Determining the fair value of these assets and liabilities utilises market observable inputs and

data as far as possible.

For more detailed information in relation to the fair value measurement of the items above,

please refer to the applicable notes.

-Borrowings, disclosure of fair value (note 4)

-Financial assets and liabilities at amortised cost, disclosure of fair value (note 4)

-Assets in disposal groups held for sale (note 24)

-Impairment of non-financial assets (notes 12 and 24)

14
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

2. Basis of preparation (continued)

(h) Impairment of non-financial assets and Goodwill

The cash-generating unit to which Goodwill is allocated to is tested for impairment at each

reporting date and, at any other time in which there are indicators of impairment (refer to note

13). For an asset that does not generate largely independent cash inflows, the recoverable amount

is determined for the cash-generating unit to which the asset belongs.

The carrying amounts of the Group’s property, plant and equipment (note 12), intangible assets

(note 14) and right-of-use assets (note 15) are reviewed at each reporting date to determine

whether there is any indication of impairment. If any such indication exists, then the asset’s

recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable

amount (being the higher of value-in-use and fair value less costs of disposal). Impairment losses

directly reduce the carrying amount of assets and are recognised in profit or loss.

3. Segment Reporting

The Group operates in one segment, its primary business being research and development and the

sale of pharmaceutical products in Australia, Germany and New Zealand.

The chief operating decision maker has been identified as the Chief Executive Officer (CEO), as

they make all the key strategic resource allocation decisions related to the Group’s segment.

The Group currently derives revenue from customers through the sale of goods in Australia,

Germany and New Zealand. The Group’s revenues are analysed by geography on the basis of the

jurisdiction in which the goods are sold and have been disaggregated in this way in note 5.

15
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

4. Financial instruments and Financial Risk Management and Capital Management

This note describes:

(A)The Group’s accounting policies with respect to financial instruments recognised in the

Group’s consolidated financial statements, and detail of those balances.

(B)The nature of the financial risk that the Group is exposed to, and the Group’s objectives,

policies and processes for managing those risks, the methods used to measure them, and

sensitivity analysis to movements in rates (where applicable).

(C)The nature of the Group’s Capital Management policies.

(A)Financial instruments recognised

The Group recognises financial assets and financial liabilities when it becomes party to the

contractual provisions of the financial instrument.

Financial assets

The Group classifies its financial assets depending on the purpose for which the asset was acquired

(i.e. the business model) and the contractual terms of the cash flows.

Amortised cost

These comprise cash and cash equivalents, certain trade and other receivables and term deposit

investments.

Cash and cash equivalents comprise of cash on hand and demand deposits, as well as highly liquid

deposits that are readily convertible to known amounts of cash and which are subject to an

insignificant risk of changes in value, with terms of 90 days or less.

These financial assets are:

−Initially measured at fair value, plus directly attributable transaction costs.

−Subsequently measured at amortised cost using the effective interest rate method, less

provision for impairment. Cash and cash equivalents and investments are held with

“investment grade” financial institutions and are deemed to have no significant increase in

credit risk in terms of impairment.

−Derecognised when the contractual rights to the cash flows from the financial asset expire or

are transferred.

16
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

4. Financial instruments and Financial Risk Management and Capital Management(continued)

Financial liabilities

The Group classifies its financial liabilities depending on whether (or not) it meets the definition

of a financial liability at fair value.

Financial liabilities at fair value through profit and loss

These comprise contingent consideration recognised in the consolidated statement of financial

position and are carried at fair value. Changes in fair value are recognised in the consolidated

statement of profit or loss and other comprehensive income.

Other financial liabilities at amortised cost

These include trade and other payables and lease liabilities recognised in the consolidated

statement of financial position.

These financial liabilities are:

−Initially measured at fair value, plus directly attributable transaction costs.

−Subsequently measured at amortised cost using the effective interest rate method.

−Derecognised when the contractual obligation to settle the obligation is discharged,

cancelled, or expires.

Categories and fair values of the Group’s financial instruments

2024(unaudited)

Financial

Assets at

Amortised

Cost

Financial

Liabilities

At Amortised

Cost

Total Carrying

Amount

Fair Value

$$$$

Cash andcash equivalents

895,131-895,131(a)

Trade and other receivables

101,163-101,163(a)

Trade payables

-(419,503)(419,503)(a)

Lease liabilities

-(147,780)(147,780)(b)

Total

996,294(567,283)

(a)Due to their short-term nature, the carrying value of these financial instruments approximates their fair value

(b)Not required to be disclosed per NZ IFRS 7.

17
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

4.Financial instruments and Financial Risk Management and Capital Management(continued)

2023(audited)

Financial Assets

at Amortised

Cost

Financial

Liabilities

At Amortised

Cost

Total Carrying

Amount

Fair

Value

$$$$

Investments

2,032,055-2,032,055(a)

Cash and cash equivalents

2,529,338-2,529,338(a)

Trade and other Receivables

173,620-173,620(a)

Trade payables

-(276,801)(276,801)(a)

Lease liabilities

-(114,577)(114,577)(b)

Total4,735,013(391,378)

(a)Due to their short-term nature, the carrying value of these financial instruments approximates their fair value.

(b)Not required to be disclosed per NZ IFRS 7.

Financial liabilities at fair value through profit or loss relates to contingent consideration from

past business combinations:

Note30 June 2024

(unaudited)

30 June 2023

(audited)

$$

Opening balance-7,641,832

Arising on business combination--

Change in fair value estimate-(5,851,032)

Consideration settled (shares)20-(1,790,800)

Closing balance--

(B)Financial risk management

The Board has overall responsibility for the determination of the Group’s risk management

objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the

authority for designing and operating processes that ensure the effective implementation of the

objectives and policies to the Group's finance function. The Board receives monthly reports from

the Chief Financial Officer through which it reviews the effectiveness of the processes put in place

and the appropriateness of the objectives and policies it sets. The Group's finance team also review

the risk management policies and processes and report their findings to the Audit, Finance & Risk

Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible

without unduly affecting the Group’s competitiveness and flexibility. Further details regarding

these policies as they relate to the specific financial risks that the Group is exposed to are set out

below:

Through its operations, the Group is exposed to the following financial risks:

(a)Credit risk

(b)Market risk

i.Interest rate risk, and

ii.Foreign exchange risk

(c)Liquidity risk.

18
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

4.Financial instruments and Financial Risk Management and Capital Management(continued)

(a)Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to

meet their contractual obligations. The Group’s exposure to credit risk is represented by the

carrying amount of cash and cash equivalents, trade and other receivables and investments.

The Group only holds cash and cash equivalents and investments with financial institutions that

are independently determined credit ratings of "A" or higher.

If wholesale customers are independently rated, these ratings are used. Otherwise, if there is no

independent rating, risk control assesses the credit quality of the customer, taking into account

its financial position, past experience and other factors. Individual risk limits are set based on

internal or external ratings in accordance with limits set by the board. The compliance with credit

limits by wholesale customers is regularly monitored by line management.

The Group has an Audit, Finance & Risk Committee that monitors credit risk as part of its wider

duties.

Cash and cash equivalents and investments held with financial institutions are presented in the

table below:

30 June 2024(unaudited)

Credit

rating

(a)

Cash and cash

equivalents

InvestmentsTotal

$$$

KiwibankA1, AA715,905-715,905

ANZAA-, Aa2179,226179,226

Total895,131-895,131

30 June 2023(audited)

Credit

rating

(a)

Cash and cash

equivalents

InvestmentsTotal

$$$

KiwibankA1, AA2,529,3382,032,0554,561,393

Total2,529,3382,032,0554,561,393

(a)Standard & Poor’s, Moody’s, Fitch

Interest rates on interest bearing cash and cash equivalents and investments range between 4.80%

- 5.00% (2023: 1.15% - 5.00%).

Cash and cash equivalents above comprise the following:

20242023

(unaudited)

$

(audited)

$

Cash on hand571,2082,529,338

Demand deposits323,923-

Total cash and cash equivalents895,1312,529,338

19
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

4.Financial instruments and Financial Risk Management and Capital Management(continued)

(b)Market risk

Market risk arises from the Group’s:

−Use of interest-bearing borrowings (interest rate risk)

−Credit sales and purchases in foreign currencies (foreign currency risk), and

−Prices of key commodity inputs (price risk)

i.Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will

fluctuate because of changes in market interest rates.

The Group is only exposed to fixed rate interest rates on its interest-bearing liabilities (lease

liabilities).

ii.Foreign exchange risk

The Group is exposed to movements in foreign exchange rates through transactions and balances

denominated in foreign currencies. The Group’s exposures to foreign exchange risk are as follows:

−Sales transactions of $83,588 (2023: $268,207) denominated in foreign currencies, which are

mainly denominated in Australian Dollar (2023: Euro).

−Inventory purchase transactions of $199,094 (2023: $208,222) denominated in foreign

currencies, which are mainly denominated in Australian Dollar amounts.

−Net investments in foreign operations of $(416,445) (2023: $2,457).

The Group has an Audit, Finance & Risk Committee that monitors foreign exchange risk as part of

its wider duties.

There are no open forward exchange contracts at the end of the reporting period (2023: no open

forward exchange contracts).

The net foreign exchange gain recognised for the year was $4,556 (2023: $3,136 loss) (2024: note

6, 2023: note 7).

Sensitivity analysis

The following table presents the Group’s sensitivity from a reasonably possible strengthening or

weakening NZD against foreign currencies, with all other variables held constant.

30 June 2024

(unaudited)

30 June 2023

(audited)

EquityProfitEquityProfit

$$$$

10%strengthening of the NZD6,6855,0135,7277,954

10% weakening of the NZD(6,685)(5,013)(13,564)(18,839)

20
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

4. Financial instruments-Risk Management(continued)

(c)Liquidity risk

Liquidity risk arises from the Group’s management of working capital. It is the risk that the

Group will encounter difficulty in meeting its financial obligations as they fall due (refer to

note 2(f)).

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its

liabilities when they become due. To achieve this the Group maintains a monthly forecast on

its future cash position to ensure it can meet financial obligations when they fall due.

The Board receives monthly financial statements which include statements of financial position,

performance, and cash flow, as well as budget/forecast variance reports, to ensure it holds or

will hold cash equivalents to meet its obligations.

The following table sets out the contractual maturities (representing undiscounted contractual

cash-flows) of financial liabilities:

Up to 3BetweenBetweenBetweenOverTotal

Months3 and 121 and 22and 55 years

As at 30 June 2024

(unaudited)

monthsyearyears

$$$$$$

Trade payables419,503----419,503

Lease liabilities21,04844,84759,97648,716-174,587

Total440,55144,84759,97648,716-594,090

As at30 June 2023

(audited)

Trade payables276,801----276,801

Lease liabilities13,67439,46321,09945,00011,250130,486

Total290,47539,46321,09945,00011,250407,287

(C)Capital Management

The Group’s objectives when managing capital are to safeguard the entity's ability to continue

as a going concern (refer to note 2(f)), so that it can continue to fund activities for the purposes

of deriving sustainable returns to its shareholders and other stakeholders.

The Group’s capital structure consists of Equity of the Group (comprising issued capital and

retained earnings). The Group is not subject to any externally imposed capital requirements.

The Board continually reviews the capital structure of the Group. As part of this review, the

Board considers the availability and cost of capital and the risks associated therein.

21
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

5. Revenue from contracts with customers

The Group recognises revenue from the sale of pharmaceutical goods at a point-in-time when

control of the goods has transferred to the customer. This is typically upon physical delivery of

the goods to the customer’s premise. The transaction price is set by the Group and is as per

the agreed contracts in place with customers.

Where goods are sold through distributors, judgement is required to assess which party the

Group passes control of the goods such that they are considered the Group’s “customer” for

accounting purposes (i.e., the distributer, or, the end-purchaser).

Consideration is given to which party has the substantive: (i) responsibility to fulfil the promise

to provide goods (including obligations with respect to any returns); (ii) inventory risk over the

goods; and, (iii) Rights to set pricing.

Typically, distributors in Australia and Germany are considered to be the Group’s agents.

Distributors in New Zealand are considered to be the Group’s customers.

20242023

(unaudited)

$

(audited)

$

Performance obligations satisfied at a point-in-time

Sale of goods–New Zealand2,24989,467

Sale of goods–Australia83,588-

Sale of goods-Germany-268,208

Total Revenue fromContracts with Customers85,837357,675

22
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

6. Other income

(i)Government grants

The Group recognises government grants as other income rather than reducing the costs that

they are intended to compensate.

The Group primarily receives government grants from the following entities:

-Inland Revenue Department (IRD), in the form of R&D tax incentive credits; and

-New Zealand Trade and Enterprise (NZTE).

R&D tax incentive credits are accounted for as government grant income as opposed to income

tax credits as the benefit is independent of the taxable profit or tax liability where the Group

is eligible for a cash refund; specific conditions exist for the Group, the R&D activities and the

expenditure to be eligible for the tax credits; and the tax credits are not structured as an

additional deduction in computing taxable profit.

The Group has reasonable assurance at the reporting date that the R&D tax incentive will be

received and all attached conditions will be complied with. The Group expects to receive the

tax credit when the return is filed subsequent to the end of the reporting period.

The Group also receives grant funding from NZTE in relation to promotion and export activities

which it undertakes. Typically, grant funding is approved and paid only upon proof of eligible

expenditure.

Other income streams recognised by the Group include:

20242023

(unaudited)

$

(audited)

$

Research and development grant income129,886289,204

NZTE grant income65,071-

Other government grants26,524-

Total government grant income221,481289,204

Gain onsale of property, plant and equipment772-

Net foreign exchange gains4,556-

Gain on early termination of leases-13,096

Other Income9,03221,605

Total other income235,841323,905

23
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

7. Expenses

20242023

Note(unaudited)

$

(audited)

$

Specific expenses included in operating loss before

net financing costs for the year:

Cultivation costs456,173520,011

Extraction and manufacturing25,899437,849

Changes in inventories of finished goods and

work in progress

11204,143339,551

Impairment expense12, 14, 249,213,9755,568,718

Accommodation and travel78,296116,300

Communications133,55785,002

Depreciation of property, plant and equipment331,527580,764

Depreciation of right-of-use lease assets63,189101,260

Distributionexpenses27,123-

Amortisation–intangible assets5,1062,960

Direct research and development expenses*46,168290,324

General149,785275,238

Professional services1,207,0401,009,625

I Insurance180,463157,050

Motor vehicle expenses40,17839,890

Charitable expenses48,69457,417

Licenses45,55651,324

Office expenses32,86568,690

Selling and marketing438,955935,047

Employee benefit expense1,420,2892,043,766

Foreignexchange loss-3,136

14,148,98112,683,922

* excludes cultivation, extraction and depreciation and other general overheads costs associated with research and

development activities.

Included in the above:

Employee benefit expense

-Short term benefits (wages and salaries)1,014,7731,869,596

-Defined contribution plan34,03583,554

-Share-based payment expense371,48190,616

Total employee benefit expense1,420,2892,043,766

Research and development expenses

-Direct costs419,770290,324

-Indirect costs756,3831,297,380

Total research and development expenses1,176,1531,587,704

24
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

7. Expenses(Continued)

(i) Research and development

The Group’s research and development operations are not actively in pursuit of commercial

licenses and as such, the Group does not consider itself to be in the development phase.

Accordingly, all research and development costs are expensed as incurred.

(ii) Fees paid to auditors

Fees paid to auditors include payments to PricewaterhouseCoopers for the following:

20242023

(unaudited)

$

(audited)

$

Audit and review of the financial statements

-Audit of the financial statements142,633135,775

-Review ofhalf year financial statements-30,149

Total fees paid to auditors142,633165,924

8. Income tax

Tax expense/(credit) comprises current and deferred tax.

In determining the amount of current and deferred tax the Group takes into account the

impact of uncertain tax positions and whether additional taxes and interest may be due. The

Group believes that its accruals for tax liabilities are adequate for all open tax years based

on its assessment of many factors, including interpretations of tax law and prior experience.

This assessment relies on estimates and assumptions and may involve a series of judgements

about future events. New information may become available that causes the Group to change

its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities

will impact tax expense in the period that such a determination is made.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary

differences, to the extent that it is probable that future taxable profits will be available

against which they can be utilised. Deferred tax assets are reviewed at each reporting date

and are reduced to the extent that it is no longer probable that the related tax benefit will

be realised.

25
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

8. Income Tax(continued)

(i)Income tax recognised in profit or loss

The income tax expense/(credit) recognised for the year includes current and deferred tax as

presented below:

20242023

(unaudited)

$

(audited)

$

Current tax on profits for the year-774

Total current tax-774

Origination and reversal of temporary differences(167,282)(1,351,212)

Prior year tax losses not recognised167,2821,351,212

Prior period adjustments--

Total deferred taxexpense--

Total income taxexpense-774

(ii)Reconciliation of income tax expense

The reconciliation of income tax expense is presented below:

20242023

(unaudited)

$

(audited)

$

Loss before income tax expense(13,718,754)(5,958,506)

Taxexpense/(income) @28%(3,841,251)(1,668,382)

Add/(less) reconciling items

-Expenses not deductible for tax purposes2,629,70022,428

-Non-assessable income(42,436)(1,704,973)

-Tax losses not recognised for deferred tax1,253,9873,351,701

-Prior period adjustments--

Total income tax expense-774

(iii)Imputation credits

The Company has $11,789 of imputation credits as at 30 June 2024 (2023: $769,357).

(iv)Deferred tax

Deferred tax is calculated in full on temporary differences under the liability method using a

tax rate of 28%.

Significant management judgement has been exercised to determine that future taxable

profits for the Group are beyond a reliable forecast horizon and that no net deferred tax asset

should be recognised.

An amount of deferred tax asset of $7,911,205 (2023: $6,664,656) has not been recognised.

The unrecognised deferred tax asset is comprised of tax losses of $7,865,566 (2023:

$6,451,736) and other temporary differences of $45,639 (2023: $212,920

26
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

8. Tax expense(continued)

(iv)Deferred tax (continued)

Details of the deferred tax asset and liability amounts recognised in profit or loss are as follows:

Employee

entitlements

Property,

plant and

equipment

AccrualsIntangible

assets

Lease

liabilities

Right-of-

use assets

Share-based

payments –

equity settled

Carried

forward

tax losses

Total

$$$$$$$$$

As at 1 July 2022(audited)44,908(17,310)-(1,404,490)230,720(223,097)18,0571,351,212-

Amounts recognised

-In profit or loss(16,404)25,527-1,325,465(198,638)194,93520,327(1,351,212)-

-Arising on business

combinations-

-------

-In OCI--------

At 30 June 2023(audited)28,5048,217-(79,025)32,082(28,162)38,384--

As at 1 July 2023(audited)28,5048,217-(79,025)32,082(28,162)38,384--

Amounts recognised

-In profit or loss(28,504)(6,099)(1,927)79,02510,973(15,084)(38,384)--

-Arising on business

combinations

--------

-In OCI--------

At 30 June 2024(unaudited)-2,118(1,927)-43,055(43,246)---

27
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

9. Notes supporting statement of cash flows

(i) Reconciliation of net operating cash flows to profit/loss

20242023

(unaudited)

$

(audited)

$

Net loss for the year(13,718,754)(5,959,280)

Adjustments for non-cash and non-operating activity items:

-

Add back: Depreciation–Property, Plant &

Equipment

(3)

331,526580,764

-Add back: Depreciation–RoU lease asset

(3)

63,171101,265

-Add back:Amortisation–Intangibleasset5,1062,960

-Add back:Impairment expense9,213,9755,568,720

-Deduct: Gain on sale of Property, Plant & Equipment(771)-

-Add back:Loss on sale ofProperty, Plant & Equipment-11,347

-Deduct: Gain on early termination of leases-(13,199)

-Add back:Share-based payment expense371,48190,616

-Add back: Interest expense16,92519,079

-Deduct: Interest income(125,420)(202,129)

-Addback:Cost of goods given away under CAS-52,268

-Deduct: Fair value gain on contingent consideration-(5,851,032)

9,875,993360,659

Movements in working capital:

-(Increase)/decrease in other receivables

(1)

589,469(292,629)

-(Increase)/decrease in prepayments(320,655)3,160

-(Increase)/decrease in inventories(260,810)152,217

-Increase/(decrease) in trade and other payables

(2)

26,59893,763

-Increase/(decrease) in contract liabilities-(2,062)

-Increase/(decrease) in employee benefit liabilities15,565(279,652)

-Increase/(decrease) in deferred grant income56,1153,603

106,282(321,600)

Net cash outflows from operating activities(3,736,479)(5,920,221)

(1)

Excludes accruals for interest income (investing activity)

(2)

Excludes accruals for interest expense (financing activity), and payables related to property, plant & equipment

(investing activity)

(3)

Depreciation of $nil (2023: $5,790) and amortisation of $5,106 (2023: $3,583) related to building facilities, plant and

equipment and intangible assets used to manufacture and procure is included in changes in inventories of finished

goods and work in progress.

28
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

9. Notes supporting statement of cash flows(continued)

(ii) Changes in the Group’s liabilities arising from financing activities (cash and non-cash)

30 June 2024

(unaudited)

NON-CASHNON-CASHNON-CASHCASH

OpeningNew leasesLease

remeasurements

Transferred

to disposal

groups

PaymentClosing

$$$$$$

Lease

liabilities

114,577116,514529(5,988)(77,852)147,780

114,577116,514529(5,988)(77,852)147,780

30 June 2023

(audited)

NON-CASHNON-CASHNON-CASHCASH

OpeningNew

leases

Lease

remeasurements

Transferred

to disposal

groups

PaymentClosing

$$$$$$

Lease

liabilities824,002-(608,129)-(101,296)114,577

824,002-(608,129)-(101,296)114,577

29
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

10. Earnings per share

In both years, the Group has not adjusted the weighted average number of shares used in

diluted EPS to reflect the impact of outstanding share-options granted, because as the Group is

loss-making, the impact of the outstanding share options granted is “anti-dilutive” (i.e.

decreases the loss per share).

20242023

Numerator(unaudited)

$

(audited)

$

(Loss) for the year and earnings (basic and diluted EPS)(13,725,088)(5,959,280)

20242023

Denominator(unaudited)

No. shares

(audited)

No. shares

Weighted average number of shares (basic and diluted EPS)

158,264,526153,728,201

11. Inventory

Inventories are recognised at the lower of cost and net realisable value. Cost comprises all costs

of purchase, costs of conversion and other costs incurred in bringing the inventories to their

present location and condition. All inventories are held at their net realisable value at reporting

date.

Inventories are measured on a first-in-first-out basis to determine the cost of ordinarily

interchangeable items.

20242023

(unaudited)

$

(audited)

$

Finished Goods277,53414,319

Total277,53414,319

Amounts recognised in profit or loss

Inventories recognised as an expense during the year amounted to $61,350 (2023: $242,285).

The Group reported write-downs of inventory to net realisable value of $142,793 (2023:

$97,266) in the consolidated statement of profit or loss and other comprehensive income.

30
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

12. Property, plant and equipment

Property, plant and equipment are stated at historical cost less any accumulated depreciation

and impairment losses. Costs includes expenditure directly attributable to the acquisition of

assets.

Depreciation is calculated on a diminishing value basis over the estimated useful life of the

asset based on estimates by management. Assets' estimated useful life are reassessed annually.

The following estimated depreciation rates have been used:

−Buildings and fitout 2% to 50% (2023: 2% to 50%)

−Cultivation Containers 10%(2023: 10%)

−Office Equipment 13% to 67%(2023: 13% to 67%)

−Plant and Equipment 8% to 100%(2023: 8% to 100%)

−Vehicles 13% to 40%(2023: 13% - 40%)

Impairment

The plant and equipment was also written down to its recoverable amount of $400,000 (2023:

$517,040), which was determined in reference to the fair value less costs of disposal of the

various assets. The level 3 fair value of these assets was derived using the sales comparison

approach. The key input under this approach was the recent observable selling prices for assets

of similar nature, adjusted for condition and location.

31
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

12. Property, plant and equipment(continued)

Note

Buildings

and fitout

Cultivation

Containers

Office

Equipment

Plant and

equipment

VehiclesCapital

works

Total

Year ended 30 June 2024$$$$$$$

Opening net book value(unaudited)3,358,327104,65277,307854,95343,442-4,438,681

Additions1,208-----1,208

Depreciation charge(181,262)(10,465)(12,654)(116,879)(10,267)-(331,527)

Impairment charge---(153,623)--(153,623)

Disposals--(3,860)(40,358)(5,305)-(49,523)

Classified as held for sale24(1,387,517)-----(1,387,517)

Closing net book value(unaudited)1,790,75694,18760,793544,09327,870-2,517,699

Cost3,441,979159,196140,6481,783,739160,473-5,686,035

Accumulated impairment(486,230)--(509,204)--(995,434)

Accumulated depreciation(1,164,993)(65,009)(79,855)(730,442)(132,603)-(2,172,902)

Net book amount1,790,75694,18760,793544,09327,870-2,517,699

32
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

12. Property, plant and equipment(continued)

Buildings

and fitout

Cultivation

Containers

Office

Equipment

Plant and

equipment

VehiclesCapital

works

Total

Year ended 30 June 2023$$$$$$$

Opening net book value(audited)4,146,968116,281112,7771,418,06839,9899,2015,843,284

Additions11,488-8,32124,16920,591-64,569

Depreciation charge(313,899)(11,629)(24,497)(213,600)(17,138)-(580,763)

Impairment charge(486,230)--(355,581)--(841,811)

Disposals--(19,294)(27,304)--(46,598)

Transfers---9,201-(9,201)-

Closing net book value(audited)3,358,327104,65277,307854,95343,442-4,438,681

Cost4,828,288159,196151,4391,874,337181,786-7,195,046

Accumulated impairment(486,230)--(355,581)--(841,811)

Accumulated depreciation(983,731)(54,544)(74,132)(663,803)(138,344)-(1,914,554)

Net book amount3,358,327104,65277,307854,95343,442-4,438,681

33
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

13. Goodwill

Any impairment recognised against goodwill is not subsequently reversed in future periods where

the recoverable amount of a CGU increases above its carrying amount.

(i) Impairment testing of goodwill

Goodwill is monitored at a company level, of a single cash-generating-unit (CGU).

The Group tests whether goodwill has suffered any impairment on an annual basis or where

there are specific indicators of impairment in the period. For the year to 30 June 2024,

goodwill was tested for impairment as at 31 December 2023, and again as at 30 June 2024

(2023: 30 June 2023).

Year to 30 June 2024: Goodwill impairment testing (Value-in-use)

The recoverable amount of the CGU has been determined based on itsvalue-in-use (2023:Fair

value less costs of disposal).

Value-in-use calculations require the use of various estimates and judgements. The

calculations use cash flow projections based on financial budgets approved by management

covering a five-year period which include consideration of the following:

The existing competitive environment in the key markets which the Group currently

operates in, including the Group’s existing and projected market share, and indicators

of overall growth in those markets.

The current life-cycle stage of the medicinal cannabis industry and the continued

trajectory towards maturity.

The maturation of supply chains in the industry, as well as the Group’s ability to exploit

these going forward.

The Group’s current loss-making position, reflecting its early commercial phase, and

operating cashflow requirements as well as the steps taken to date to address these.

34
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

13. Goodwill(continued)

Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts in

industry reports specific to the industry in which the CGU operates:

Assumptions and approach used to determine values

As at

31 December 2023

(unaudited)

As at

30 June 2024

(unaudited)

Forecasted sales and costs of sales

This is based on current market share in existing sales channels as well as industry trends as

at the reporting date.

Cash flows for the next five-year period are extrapolated using annual estimated growth

rates comprising a compound annual growth rate (‘CAGR’). The CAGR reflects the low base

the business is beginning with, growth rates consistent with forecasts in industry reports

specific to the industry in which the CGU operates, the supply agreements the business has in

place and the markets in which the business currently has distribution agreements in place or

employees in market.

110%39.04%

Pre-taxdiscount rate

Reflects specific risks relating to the relevant activities of the Group.

25.13%21.86%

Long-term growth rate

This is the weighted average growth rate used to extrapolate cash flows beyond the budget

period.

2%2%

35
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

13. Goodwill(continued)

As at 31 December 2023, the carrying value of the entire CGU was $13,354,348 which

exceeded the recoverable amount of the CGU by $5,101,213 and as a result, the Group

recognised an impairment loss of $8,253,135 against the carrying value of goodwill.

This goodwill impairment, a significant portion of which was attributed to the historical

acquisition of Zalm Therapeutics, stems from a comprehensive analysis conducted by

Management and the Board. Through this analysis, which evaluated various growth scenarios,

it became apparent that the acquisition had not delivered the expected financial returns.

Goodwill was tested again for impairment as at 30 June 2024 based on internal indicators of

impairment due to the Group not meeting its short-term forecasts predominantly as a result of

regulatory delays. As at 30 June 2024, the recoverable amount of the entire CGU was

$5,044,236 which exceeds its carrying amount by $1,145. Management believe that the

headroom at 30 June 2024 reflects the fact that significant impairment has already been

recognised at 31 December 2023.

If any one of the following changes were made to the above key assumptions, the carrying

amount and recoverable amount would be equal:

Key assumptionSensitivity

(unaudited)

Forecasted sales and costs of sales/’CAGR’Reduction from 39.04% to

39.02%

Pre-tax discount rate

Increase from 21.86% to

21.87%

Long-term growth rate

Reduction from 2.00% to

1.99%

The directors and management have considered and assessed reasonably possible changes for

other key assumptions and have not identified any instances that could cause the carrying

amount of the CGU to exceed its recoverable amount.

Year to 30 June 2023: Goodwill impairment testing (Fair value less costs of disposal)

The recoverable amount of the CGU as at 30 June 2023 was determined based on the price that

would be received between market participants at the measurement date, less any directly

incremental transaction costs and costs to bring the CGU to a saleable condition.

The recoverable value was based on an estimate of market value at the reporting date based

on the quoted share price of $0.15 per share. The share issue price at reporting date is based

on the quoted price on the NZX listed exchange and represents a “level 1” fair value

measurement per the fair value hierarchy.

In determining the recoverable value of the CGU, the Group had headroom of $4,232,720 (2022:

$25,262,067) over the carrying value. No impairment of goodwill was recognised as at 30 June

2023.

36
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

14. Intangible assets

Intangible assets are stated at historical cost (being their acquisition date fair value if acquired

in a business combination) less any accumulated amortisation and impairment losses.

The following estimated amortisation rates have been used:

Intangible assetUseful economic life

Supplier contractsFinite–based on units of production(refer below)

Supplier contracts are amortised on a units-of-supply basis, being the actual volume of units

purchased for production relative to the expected volumes purchased over the life of the

contract.

(i) Cost

Goodwill

$

Supplier

Contracts

$

Total

$

At 1 July 2023b (audited)10,448,0825,016,03515,464,117

At 30 June 2024(unaudited)10,448,0825,016,03515,464,117

At 1 July 2022(audited)10,448,0825,016,03515,464,117

At 30 June 2023(audited)10,448,0825,016,03515,464,117

(ii) Accumulatedamortisation and impairment

At 1 July 2023(audited)-(4,729,867)(4,729,867)

Amortisation charge-(5,961)(5,961)

Impairment charge(8,253,135)(280,207)(8,533,342)

At 30 June 2024(unaudited)(8,253,135)(5,016,035)(13,269,170)

At 1 July 2022(audited)---

Amortisation charge-(2,960)(2,960)

Impairment charge-(4,726,907)(4,726,907)

At 30 June 2023(unaudited)-(4,729,867)(4,729,867)

(iii) Net book value

At1 July 2022(audited)10,448,0825,016,03515,464,117

At 30 June 2023(audited)10,448,082286,16810,734,250

At 30 June 2024(unaudited)2,194,947-2,194,947

Impairment

During the year ended 30 June 2024, the Group was notified by Cann Group that they had given

notice to terminate its existing in-place supply agreement. There is a 12-month notice period

under the terms of the contract. As a result, an impairment charge of $280,207 has been

recognised against the supply contract to reflect the remaining estimated volumes that the Group

expects to purchase under the contract across the remaining period.

37
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

15. Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

−Leases of low value assets; and

−Leases with a duration of 12 months or less.

Initial measurement

Lease liabilities are measured at the present value of the contractual payments due to the

lessor over the lease term, with the discount rate determined by reference to the rate inherent

in the lease unless (as is typically the case) this is not readily determinable, in which case the

Group’s incremental borrowing rate on commencement of the lease is used. Variable lease

payments are only included in the measurement of the lease liability if they depend on an index

or rate, however in such cases the initial present value determination assumes that the variable

element will remain unchanged throughout the lease term.

Other variable lease payments are expensed in the period to which they relate.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any

lease incentives received, and increased for:

−lease payments made at or before commencement of the lease;

−initial direct costs incurred; and

−the amount of any provision recognised where the Group is contractually required to

dismantle, remove or restore the leased asset (typically make-good provisions on buildings)

Right-of-use assets are depreciated on a straight-line basis over the remaining term of the lease

or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the

lease term. Right-of-use assets are also subject to impairment assessment at reporting date.

(i) Information regarding the Group’s leases and leasing activity

The Group leases a number of properties including land, buildings, including commercial office

premises, in the jurisdiction from which it operates.

As standard industry practice, one of the Group’s property leases are subject to periodic CPI

increases and/or market rent reviews. A 1% increase in these payments would result in an

additional $692 cash outflow (2023: $244) compared to the current period’s cash outflow.

The Group’s property leases typically include renewal and termination options. The Group must

assess whether it reasonably expects (or not) to exercise these when determining the lease

term.

The Group has one property lease (2023: has one property lease) where the Group has assessed

it does not reasonably expect to exercise all available renewal options, resulting in a potential

additional lease term of 2 years (2023: 2 years) and potential future lease payments of $48,792

(2023: $48,792) that are not currently included in measurement of the lease liability recognised

for these leases.

38
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

15. Leases(continued)

(ii) Lease related balances as at period end, and amounts for the period

Note20242023

Expenses and income in theperiod

(unaudited)

$

(audited)

$

Depreciation

-Leases of property (land and buildings)50,67847,545

-Vehicles12,51132,383

-Plant-21,333

Interest expense16,87419,087

Balance sheet and cash flow statements

Carrying amount of Right-of-use asset

-Leases of property (land and buildings)135,17688,606

-Vehicles-11,978

-Plant--

Lease liabilities9(ii)147,780114,577

Additions to Right-of-use assets117,045-

Totalcash outflow related to leases94,740120,379

39
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

16. Trade and other receivables

20242023

Note(unaudited)

$

(audited)

$

Financial assets classified as amortised cost–current

Trade receivables26,16398,620

Less: provision for impairment of trade receivables--

Trade receivables–net26,16398,620

Financial assets classified as amortised cost–

non-current

Non-trade receivables75,00075,000

Financial assets classified as amortised cost-total4101,163173,620

GST receivable75,28736,416

Withholding taxreceivable11,78986,945

Government grants receivable

-Research and development tax credit163,369641,010

-Other--

Other receivables250,445764,371

Totaltrade andother receivables351,608937,991

The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses using a

lifetime expected credit loss provision for trade receivables. This is based on a provision matrix

which measures expected credit loss on a collective basis where trade receivables are grouped

based on similar credit risk and rating.

The expected loss rates are based on the Group’s historical credit losses. The historical loss rates

are then adjusted for current and forward-looking information on macroeconomic factors affecting

the Group’s customers. At reporting date, none of the Group’s trade receivables were past 30 days

due.

17. Prepayments

20242023

Note(unaudited)

$

(audited)

$

Prepaid inventory333,844104,247

Otherprepayments154,06359,115

Totalprepayments487,907163,362

Prepayments for future goods and services are recognised in the consolidated statement of profit

or loss and comprehensive income when the Group obtains control of the associated good or

service.

40
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

18. Trade and other payables

20242023

Note(unaudited)

$

(audited)

$

Trade payables4419,503276,801

Audit fee accrual110,78361,750

Other payables23,951183,993

Total trade and other payables554,237522,544

19. Employee benefit liabilities

20242023

(unaudited)

$

(audited)

$

Short term employee benefits payable

-Wages and salaries65,69673,780

-Accrual for annual and sick leave127,857104,840

193,553178,620

Defined contribution plan(‘Kiwisaver’)payable2,3491,463

Total employee benefit liabilities195,902180,083

20. Share Capital and Reserves

20242023

(unaudited)

No.

(audited)

No.

Opening shares158,136,265149,879,267

Shares issued*,**1,614,3148,256,998

Total share capital159,750,579 158,136,265

* During the year ended 30 June 2024:

1,614,314 vested share options were exercised into ordinary shares.

** During the year ended 30 June 2023:

116,998 vested share options were exercised into ordinary shares.

8,140,000 ordinary shares were issued as part of the Milestone 1 consideration paid

the acquisition of Zalm Therapeutics Limited.

At 30 June 2024, share capital comprised 159,750,579 authorised and issued ordinary shares (2023:

158,136,265). All issued shares are fully paid and have no par value. The holders of ordinary shares

are entitled to receive dividends as declared from time to time and are entitled to one vote per

share at meetings of the Group, and rank equally with regard to the Group’s residual assets.

Dividends are unlikely to be declared whilst the Group is in the growth phase.

Reserves

Exchange differences arising on the retranslation of the foreign operation are accumulated in the

foreign currency translation reserve.

Share-based payments (refer to note 23) are recognised as an expense, with a corresponding

increase in equity (share-based payment reserve), over the vesting period of the awards.

41
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

21. Related party transactions

(i) Company information

The Group has no ultimate parent entity. There are no individual shareholders holding more than

20% of the ordinary shares of the Group at reporting date.

(ii) Transactions and balances with related parties

During the year the Group entered into the below transactions with entities related to key

management personnel.

Nature of

transactions

Sale/(purchase)

amount

Amounts

receivable/

(payable)

$$

30 June 2024(unaudited)

EECOMS LimitedSales3,000-

HikurangiEnterprises LimitedSales209-

Zenoch Management LimitedPurchases(52,500)(4,744)

30 June 2023(audited)

Alvarium Investments (NZ)

Limited

Purchases(2,300)-

CiprianConsultingPurchases(4,337)-

HikurangiEnterprises LimitedSales1,000

MitchellFamily TrustPurchases(1,087)-

(iii) Key management personnel compensation

Compensation of key management personnel (being those persons having authority and responsibility

for planning, directing and controlling the activities of the Group, including the directors) was as

follows:

20242023

(unaudited)

$

(audited)

$

Directors fees237,000261,462

Short-term employee benefits271,5421,164,683

Defined contribution plan payments7,65539,996

Share-based payment expense135,087127,426

Total key management personnel compensation651,2841,593,567

Keymanagement personnel compensation payable21,70344,170

42
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

22. Contingent liabilities

There were no contingent liabilities at balance date that would affect the consolidated financial

statements.

23. Share-based payments

(a) Key features and balances of ESOPs

The Group grants options to certain employees under a number of employee share option schemes

which are classified and accounted for asequity-settled share-based payments.

In the prior period:

ESOPIssue #4 was issued and is subject to the following conditions:

Are subject to a general service vesting condition (i.e. if the party terminates their

employment with the company, the share options are forfeited);

Are subject to a market condition based on the VWAP for the 10-trading-day prior to

vesting date;

Grant a variable number of options subject to the market conditions met at the vesting

date;

Have a $nil exercise price; and

Are subject to the following exercise dates:

oOne third can be exercised one month after vesting

oOne third can be exercised one year after vesting

oOne third can be exercised two years after vesting

ESOPIssue #5 was issued and is subject to the following conditions:

Are subject to a general service vesting condition (i.e., if the party terminates their

employment with the company, the unvested share options are forfeited);

Have a $nil exercise price; and

Vest to the participating employees daily such that each award constitutes a separate

tranche with an equal number of options and identical terms and conditions.

ESOPIssue #6 was issued and is subject to the following conditions:

Are subject to a general service vesting condition (i.e., if the party terminates their

employment with the company, the unvested share options are forfeited); and

Have a $nil exercise price.

43
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

23. Share-based payments(continued)

(b) Key features and balances of ESOPs(continued)

(i) Balance of share options issued that are still yet to vest

Issue #4Issue #5Issue #6Total

No.No.No.No.

At 1 July 2022(audited)2,317,200--2,317,200

-Options issued-2,450,0002,100,0004,550,000

-Options vested-(272,721)-(272,721)

-Options forfeited(1,617,800)(933,002)-(2,550,802)

At 30 June 2023(audited)699,4001,244,2772,100,0004,043,677

At 1 July 2023(audited)699,4001,244,2772,100,0004,043,677

-Options issued----

-Options vested-(468,403)(1,614,314)(2,082,717)

-Options forfeited(699,400)-(485,686)(1,185,086)

At30 June 2024(unaudited)-775,874-775,874

(ii) Balance of vested share options yet to be exercised

Issue #4Issue #5Issue #6Total

No.No.No.No.

At 1 July 2022(audited)----

-New options vested-272,721-272,721

-Options exercised-(116,998)-(116,998)

At 30 June 2023(audited)-155,723-155,723

At 1 July 2023(audited)-155,723-155,723

-New options vested-468,4031,614,3142,082,717

-Options exercised--(1,614,314)(1,614,314)

At 30 June 2024(unaudited)-624,126-624,126

44
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

23. Share-based payments(continued)

(c) Specific ESOP details

Equity Settled

ESOP Issue #4

2024

(unaudited)

2023

(audited)

Option pricing model usedMonte-CarloMonte-Carlo

Weighted average share price$0.23$0.23

Exercise price$nil$nil

Weighted average contractual life (in days)-366

Volatility85%85%

Equity Settled

ESOP Issue #5

2024

(unaudited)

2023

(audited)

Option pricing model usedBinomialBinomial

Weighted average share price$0.17$0.17

Exercise price$nil$nil

Weighted average contractual life (in days)122488

Volatility78%78%

Equity Settled

ESOP Issue #6

2024

(unaudited)

2023

(audited)

Option pricing model usedBinomialBinomial

Weighted average share price$0.16$0.16

Exercise price$nil$nil

Weighted average contractual life (in days)-187

Volatility81%81%

The volatility assumption, measured at the standard deviation of expected share price returns, is based

on a statistical analysis of daily share prices over the last 3 years and 6 months of stock movements at

the date of issue, matching the time to expiry on the options.

45
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

24. Assets held for sale

Non-current assets are classified as held for sale when their sale is highly probable within 12 months

of meeting the criteria for that classification. Following the classification as held for sale, non-current

assets are not depreciated.

In October 2023, the Group engaged real estate agent Bayleys to market its manufacturing facility for

sale which resulted in the associated property, plant and equipment and right-of-use assets meeting

the criteria for held for sale from that date.

The following assets and liabilities were reclassified as held for sale as at 30 June 2024 in relation to

the Group’s decision to market its manufacturing facility for sale as part of its wider operational

restructure:

NoteNet book value

transferred to

assets held for

sale

Fair value/

impairment

loss

30 June 2024

(unaudited)

Assets classified as held for sale

Property, plant and

equipment

12

1,387,517(527,010)860,507

Right-of-use assets19,274-19,274

Total assets held for sale1,406,791(527,010)879,781

Liabilities classified as held for sale

Lease liabilities(5,988)-(5,988)

Total liabilities classified as

held for sale

(5,988)-(5,988)

Total net assets held for sale1,400,803(527,010)873,793

Assets classified as held for sale during the period ended 30 June 2024 were measured at the lower

of their carrying value and fair value less costs to sell at the time of the reclassification.

Property, plant and equipment held for sale was written down to its fair value less costs of disposal

of $860,507 as at reporting date. The level 3 fair value of these assets was derived using the sales

comparison approach. The key input under this approach was the recent observable selling prices for

assets of similar nature, adjusted for condition and location.

46
Rua Bioscience Limited

Notes forming part of the consolidated financial statements (unaudited)

For the year ended 30 June 2024

25. Events after the reporting date

As outlined in note 2(f), the Group has entered into an agreement for the sale of its Gisborne

manufacturing facility for $1.3 million. The sale is conditional upon assignment of the

underlying land lease which is expected to occur.

There were no other events subsequent to reporting date that would materially affect these

consolidated financial statements.

26. Subsidiaries

The principal subsidiaries of Rua Bioscience Limited, which have been included in these

consolidated financial statements, are as follows:

NameCountry of

incorporation and

principal place of

business

Proportion of

ownership interest at

30 June

Non-Controlling interests

ownership/voting interest

at 30 June

2024

(unaudited)

2023

(audited)

2024

(unaudited)

2023

(audited)

Zalm Therapeutics

Limited*

New Zealand

-100%--

Rua Bioscience

Australia PTY

Limited

Australia

100%100%--

*On 13 September 2023, the net assets of Zalm Therapeutics Limited were transferred by way

of a distribution to the Company, and then deregistered.

27. Net tangible assets

Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX

Listing Rules. The calculation of the Group's net tangible assets per share and its reconciliation

to the consolidated balance sheet is presented below:

20242023

(unaudited)

$

(audited)

$

Total assets7,739,78320,950,572

(less): Intangible assets(2,194,947)(10,734,250)

(less): total liabilities(973,125)(830,307)

Net tangible assets4,571,7119,386,015

Number of shares issued at balance date159,750,579158,136,265

Net tangible assets per share

0.030.06

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.