Revenue and earnings growth
BLIS Technologies Limited: Ground Floor, 399 Moray Place, Dunedin Central 9016, PO Box 2208, Dunedin 9044, New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz
22 May 2025
Revenue and earnings growth
BLIS Technologies is pleased to report revenue and earnings growth for the year ended 31 March
2025 (FY25). The financial year was marked by disciplined execution of our strategic plan,
operational momentum, and addressing unexpected intellectual property issues. We have delivered
on our key performance commitments, strengthened our commercial foundations, and continued to
build shareholder value in a challenging and dynamic global environment.
Revenue for FY25 was $12.6m, a 10% increase on the prior year. This was underpinned by solid
growth across our finished product sales and modest growth in our Business to Business revenue.
Higher royalty revenue was partially offset by some softness in ingredient revenue from European
customers. Growth was achieved in other ingredient markets.
EBITDA for the year was $1.0m, a 26% improvement on the prior year (FY24 $0.8m) and Net Profit of
$0.8m (FY24 $0.6m). The EBITDA result is above guidance of between $0.6m and $0.8m, reflecting
revenue in line with expectations but reduced expenditure attributed to China regulators taking
longer than expected to complete their review.
While this year’s financial results were positive considerable time was spent during the year dealing
with unexpected patent issues.
INTELLECTUAL PROPERTY ISSUES
In September 2024 patents filed by our largest customer in Europe and a party associated with our
customer became public. We are of the view that the patent applications contain confidential
information provided by BLIS under earlier agreements. Since the public release of the patent filings
we have been in negotiation with our customer to reach an acceptable outcome for BLIS. Both
parties are constructively working to conclude an agreement within the immediate future. An
agreement will enable the parties to re- focus on growing sales of BLIS products in the market.
STRATEGY UPDATE
We remain focused on delivering revenue growth and improved profitability by working with
partners in key B2B markets, primarily in the US with Probi. Opportunities within the existing B2C
markets will also be leveraged.
A significant China regulatory approvals project for BLIS K12™ and BLIS M18™ was largely completed
during the year, with $0.3m of regulatory expenditure to support current and future growth. We are
now waiting for the regulator to complete their review.
BLIS Technologies Limited: 399 Moray Place,Dunedin 9016, PO Box 2208, Dunedin 9012, New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz
TEAM ACKNOWLEDGEMENT
We extend our gratitude to the wider BLIS team for their contributions and commitment over the
past year, particularly for the exemplary professionalism displayed during the intellectual property
negotiations. We also acknowledge and thank our customers, business partners and shareholders
for their ongoing support.
OUTLOOK
We enter FY26 with cautious optimism. While macroeconomic conditions remain mixed, demand for
science-backed probiotics continues to grow. We will continue to prioritise driving revenue growth
through a disciplined focus on key countries, continuing innovation in oral health, advancing
regulatory pathways, and optimising go-to-market strategies.
In closing, FY25 was a significant step forward, and we look ahead to FY26 with confidence and
purpose.
Ends
For further information, please contact:
Scott Johnson
CEO
+64 21 488 831
About BLIS Technologies Ltd
Delivering proven health benefits through evidence-based, advanced probiotics
BLIS Technologies is an NZX-listed manufacturer of advanced probiotic strains that go beyond the gut.
Combining innovation with evidence-based research and the highest quality production controls enables
the delivery of probiotic solutions for specific health targets including throat health, halitosis (bad breath),
immune support, teeth and gum health and skin health. BLIS
®
products are sold throughout New Zealand
and in Asia, Europe and the USA. More information about BLIS Technologies Ltd can be found at
www.blis.co.nz.
Website: www.blis.co.nz
Instagram: @blisprobiotics #blisk12 #blism18 #blisq24
Facebook: @BLISProbiotics
---
ANNUAL
REPORT
2025
FOR THE YEAR ENDED
31 MARCH 2025
1
CONTENTS
FY25 SUMMARY 2
CHAIR AND CEO REVIEW 4
ESG UPDATE 8
BOARD OF DIRECTORS 12
EXECUTIVE TEAM 14
STATEMENT OF CORPORATE
GOVERNANCE 16
DIRECTORS’ INTERESTS 27
DIRECTORS’ RESPONSIBILITY
STATEMENT 29
FIVE YEAR TREND 30
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME 32
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY 33
CONSOLIDATED BALANCE SHEET 34
CONSOLIDATED STATEMENT
OF CASH FLOWS 36
NOTES TO AND FORMING PART
OF THE CONSOLIDATED FINANCIAL
STATEMENTS 37
ADDITIONAL STOCK EXCHANGE
INFORMATION 62
INDEPENDENT AUDITOR’S REPORT 64
COMPANY DIRECTORY 68
2
ANNUAL REPORT
FY25
SUMMARY
FOR CHINA REGULATORY
SPEND TO MAINTAIN
ACCESS FOR BLIS STRAINS
$0.3M
FY25 REVENUE
BY CHANNEL
FY25 REVENUE
BY REGION
14.0
12.0
10.2
2023
2024
2025
11.5
12.6
10.0
8.0
4.0
2.0
-
6.0
$m
REVENUE
10%
on prior year
1.2
1.0
0.8
0.4
0.2
(0.2)
(0.4)
(0.6)
(0.8)
-
0.6
(0.6)
0.8
1.0
2023
2024
2025
$m
EBITDA
26%
on prior year
1.5
1.0
0.5
(0.5)
(1.0)
(1.5)
(2.0)
-
0.6
0.8
(1.4)
2023
2024
2025
$m
NPAT
30%
on prior year
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
-
1.8
1.1
0.1
2023
2024
2025
$m
CASH GENERATED
FROM OPERATIONS
70%
on prior year
36%
16%
18%
30%
New Zealand
Asia Pacific
(excl. NZ)
North America
EMEA
36%
64%
B2B
B2C
COMPOSITION
PATENT ENTERED
EXAMINATION PHASE
1
CONFERENCES ATTENDED
OR PRESENTED AT
14
PUBLICATIONS RELATING
TO OUR STRAINS
19
3
BLIS TECHNOLOGIES LIMITED
ANNUAL REPORT
CHAIR
AND CEO
REVIEW
5
BLIS TECHNOLOGIES LIMITED
BLIS Technologies is pleased to report revenue and earnings growth
for the year ended 31 March 2025 (FY25). The financial year was marked
by disciplined execution of our strategic plan, operational momentum, and
addressing unexpected intellectual property issues. We have delivered on our
key performance commitments, strengthened our commercial foundations,
and continued to build shareholder value in a challenging and dynamic
global environment.
FINANCIAL PERFORMANCE
Revenue for FY25 was $12.6m, a 10% increase on the
prior year. This was underpinned by solid growth across
our finished product sales and modest growth in our
Business to Business revenue. Higher royalty revenue was
partially offset by some softness in ingredient revenue
from European customers. Growth was achieved in other
ingredient markets.
EBITDA for the year was $1.0m, a 26% improvement
on the prior year (FY24 $0.8m) and Net Profit of $0.8m
(FY24 $0.6m). The EBITDA result is above guidance of
between $0.6m and $0.8m, reflecting revenue in line
with expectations but reduced expenditure attributed to
China regulators taking longer than expected to complete
their review.
While this year’s financial results were positive, considerable
time was spent during the year dealing with unexpected
patent issues.
BLIS continues to be in a strong financial position to support
future growth and innovation needs with cash balances at
31 March 2025 of $9.7m (FY24 $8.5m), supported by an
operating cash surplus of $1.8m (FY24 $1.1m) for the year.
REVENUE CHANNELS &
MARKET PERFORMANCE
Business to Business Revenue (B2B)
B2B revenue of $8.1m up 1% on FY24, represents 64%
of total revenue down from 69% in FY24.
Ingredient revenue remains the core contributor to total
Company revenue at $6.2m, tracking $0.5m less than
FY24, primarily due to forecasted delivery timing in
EMEA. Conversely, North America delivered $1.5m (83%
growth on FY24) driven by Probi and growing demand for
BLIS M18™ in the dental health probiotics category. Asia
Pacific revenue reached $1.0m (53% growth on FY24).
Royalty revenue at $1.1m was in line with the prior
year, reflecting increased competition in the US oral
probiotics space.
Private label revenues grew by $0.5m to $0.8m for the year.
The growth came from a key Chinese business partner who
made a significant investment in FY24 to build awareness
and educate health professionals to support their initial
growth plans for FY25 and FY26.
Business to Consumer Revenue (B2C)
B2C experienced growth across multiple channels. B2C
revenue of $4.5m up 29% on FY24, represents 36% of
total revenue up from 31% in FY24.
Total wholesale revenue (NZ and Cross-Border E-Commerce
(CBEC)) grew 31% year on year, primarily from a new China
CBEC customer. This China relationship is also expected to
be a key growth driver for FY26.
Our direct to consumer channels of Amazon US and
BLIS web store both delivered growth in FY25. Amazon
US sales grew to $2.0m (30% growth on FY24) from
an improved conversion of advertising spend leveraging
increasing consumer awareness of the benefits of oral
probiotics. BLIS web store sales were $0.6m (19% growth
on FY24).
US Market and Tariffs
We sell BLIS probiotic ingredient and BLIS finished product
into the United States. The US tariff regulations currently
provide an exemption for bulk probiotic ingredient imports
but the BLIS finished products for sale on Amazon US and
US web store sales are subject to a general 10% tariff. The
tariff impacts, although not material to the overall Company
result, have resulted in an Amazon US and US web store
price increase being implemented during April 2025.
INTELLECTUAL PROPERTY ISSUES
In September 2024 patents filed by our largest customer
in Europe and a party associated with our customer
became public. We are of the view that the patent
applications contain confidential information provided
by BLIS under earlier agreements. Since the public release
of the patent filings we have been in negotiation with
our customer to reach an acceptable outcome for BLIS.
6
ANNUAL REPORT
Both parties are constructively working to conclude an
agreement within the immediate future. An agreement
will enable the parties to re-focus on growing sales of BLIS
products in the market.
STRATEGY UPDATE
We remain focused on delivering revenue growth and
improved profitability by working with partners in key
B2B markets, primarily in the US with Probi. Opportunities
within the existing B2C markets will also be leveraged.
A significant China regulatory approvals project for
BLIS K12™ and BLIS M18™ was largely completed during
the year, with $0.3m of regulatory expenditure to support
current and future growth. We are now waiting for the
regulator to complete their review.
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE
We have previously indicated that BLIS was preparing to
embark on the journey towards B Corp certification. B Corp
certification means as a Company we will continue to strive
to maximise shareholder returns while also holding ourselves
accountable for high standards of social and environmental
performance, accountability, and transparency in delivering
those results. Part of this certification process will require
a minor amendment to the Company’s constitution, which
there will be more communication on as we lead into the
Annual Shareholders’ Meeting in August.
We also continued to invest in people and culture during
FY25, with the ‘Leading at BLIS’ Leadership programme
being rolled out across all teams as we strive to continually
improve the BLIS work environment and ensure BLIS is a
great place to work.
Our Science team completed the MyGreen Lab certification
renewal this year and again achieved the highest GREEN
status.
Health and safety remains a high priority across our three
sites, but specifically for our production site and scientific
laboratory. Our safety record again for 2025 had no LTI’s,
extending the period since the last LTI to 6 years.
SUPPLY CHAIN
Fonterra has been a fundamental partner of BLIS’
supply chain for the past 25 years, fermenting high
quality BLIS K12™ and BLIS M18™ probiotic ingredient.
However, with Fonterra’s changing business priorities, BLIS
is experiencing volume restrictions and price increases that
impact on future growth and current profitability therefore
requiring another fermentation partner to complement our
existing supply.
BLIS is working with another fermentation specialist
to ensure additional supply is available to meet future
customer growth. Plans are underway for the new supply
to be available in 2026.
25 YEAR MILESTONE
August 2025 marks the 25th anniversary of BLIS. This
is a significant milestone for the Company and will be
celebrated appropriately in August. The Company was
founded on the pioneering research of Professor Emeritus
John Tagg to address health issues that he experienced as
a child. His story and his discovery of BLIS strains is now
well known across the globe. John has worked formally
and informally for BLIS across all of those 25 years. He
is still on staff at BLIS and he continues to seek out new
scientific discoveries and share his knowledge with the
team. A special thank you and recognition to John for his
contribution to BLIS over the past 25 years.
TEAM ACKNOWLEDGEMENT
We extend our gratitude to the wider BLIS team for
their contributions and commitment over the past year,
particularly for the exemplary professionalism displayed
during the intellectual property negotiations. We also
acknowledge and thank our customers, business partners
and shareholders for their ongoing support.
OUTLOOK
We enter FY26 with cautious optimism. While
macroeconomic conditions remain mixed, demand for
science-backed probiotics continues to grow. We will
continue to prioritise driving revenue growth through a
disciplined focus on key countries, continuing innovation in
oral health, advancing regulatory pathways, and optimising
go-to-market strategies.
In closing, FY25 was a significant step forward, and we look
ahead to FY26 with confidence and purpose.
Geoff Plunket Scott Johnson
Chair Chief Executive Officer
7
BLIS TECHNOLOGIES LIMITED
8
ANNUAL REPORT
* LTI – Long Term Injury
** 2024 Engagement Survey
HEALTH & WELLBEING
OF OUR STAFF
BELIEVE BLIS CARES
ABOUT THE WELLBEING
OF ITS PEOPLE**
93%
FOR LAST 6 YEARS
0LTI*
ESG
UPDATE
At BLIS, it is our core purpose to
deliver innovation to consumers to
improve their health & wellbeing, and
we remain committed to doing this
in alignment with our Environmental,
Social and Governance (ESG) principles.
Our focus has been linked to the United
Nation’s Sustainable Development Goals,
and are grouped into four main areas
as follows:
ACCESSIBLE
TO THE WORLD
OUR PURPOSE:
BEING THE BEST AT
DEVELOPING PROBIOTIC
SOLUTIONS FOR THE
HEALTH & WELLBEING
OF GLOBAL CUSTOMERS
9
BLIS TECHNOLOGIES LIMITED
ENVIRONMENT
MY GREEN LAB
ACCREDITED COMMERCIAL
LAB IN NEW ZEALAND
1ST
OF OUR WASTE
DIVERTED FROM LANDFILL
30%
INNOVATION & RESEARCH
REVENUE GROWTH
OVER THE LAST 3 YEARS
(FY22–FY25)
40%
INTERN PROJECTS
SUPPORTED IN FY25
2
RESEARCH-BACKED
HEALTH SOLUTIONS
FY25:
4 WHITE PAPERS
3 PUBLICATIONS
3 PRESENTATIONS AT
TERTIARY INSTITUTES
ACTIVELY SUPPORT
ACADEMIC RESEARCH
COMMUNITY
OF OUR WORKFORCE
VOLUNTEERED THEIR TIME TO
A LOCAL INTIATIVE MAKING
A DIFFERENCE IN FY25
20%
100%
OF OUR EMPLOYEES ARE
PAID THE LIVING WAGE
42%
OF OUR TEAM HAVE MORE
THAN FIVE YEARS TENURE
OF OUR STAFF ARE
BASED LOCALLY ACROSS
3 DUNEDIN SITES – WE UTILISE
LOCAL MANUFACTURING,
LOCAL (NZ) SUPPLIERS
90%
OF OUR LEADERSHIP
TEAM ARE FEMALE
50%
RECYCLED OR REUSABLE
SHIPPING PACKAGING AND
COMPOSTABLE BAGS
100%
10
ANNUAL REPORT
IDENTIFYING OUR WAY FORWARD
To help us prioritise our goals that sit within these focus
areas, we decided last year to begin a journey to gain
B Corp accreditation.
OUR GOAL IS:
To become a Certified B Corp meeting the
highest verified standards of social and
environmental performance.
A B Corp certification is an independent verification, that
when achieved, demonstrates high social and environmental
performance and a legal commitment by a Company to
consider all stakeholders. B Corp accredited organisations
are creating a material positive impact on society and the
environment through business and operations considering
stakeholder interests including shareholders, employees,
suppliers, community and the environment.
There are over 460 certified B Corps in Australia and
New Zealand, and last year we embarked on our journey
to join them and attain a B Corp certification.
In January of this year, we partnered with Grow Good, a
local NZ B Corp that supports companies to complete the
B Impact Assessment successfully and gain accreditation.
Our whole BLIS team attended the
B Corp kick-off session to understand
more about B Corp and how we will
go about achieving the accreditation.
100% of our ESG Committee Meetings
(our ‘B Keepers’ driving the execution
of this accreditation) have had
full attendance.
SO FAR, WE HAVE:
Engaged and educated the entire business on the
process of obtaining B Corp;
Completed our initial B Impact Assessment to see
where we sit;
Improved our score, by collecting missing answers,
gathering evidence and working with Grow Good.
Businesses wishing to become a B Corp in Aotearoa
New Zealand need to adopt governing documents that
include a commitment to a ‘triple bottom line’ approach
to business (considering people, planet and profit).
We are at the beginning of our journey and acknowledge
that to achieve this, we need to start at the top. We need
to embed sustainability into our governance approach and
formalise our commitment – by mapping out foundational
KPI’s to help us to focus and continue to improve in
alignment with achieving B Corp.
THIS YEAR WE PLAN TO:
Take the necessary steps to meet governance
requirements to become a B Corp and solidify
our commitment to consider all stakeholders via
a change to our constitution;
Submit the B Impact Assessment;
Have our score verified (note the wait time can
be up to 6+ months).
11
BLIS TECHNOLOGIES LIMITED
12
ANNUAL REPORT
GEOFFREY (GEOFF)
PLUNKET
Chair, Independent
non-executive Director
Member of Audit and Risk
Committee and People and
Performance Committee
Geoff is a Dunedin based professional
Director and has been a Director of
BLIS Technologies Limited since May
2018, taking over the role of Chair in
July 2021. He has also previously held
the role of Deputy Chair and Chair of
the Audit and Risk Committee.
Geoff worked for Coopers & Lybrand
(now PwC) and KPMG, in Dunedin
and Birmingham, UK through the
1980’s before joining Port Otago
Limited in 1988 as Chief Financial
Officer. Geoff spent the following
29 years with the Port Otago Group,
before retiring in 2017. Geoff worked
across the business in a variety of
roles, culminating in appointment
as CEO in 2004, a position he
held until retirement. Geoff is also
an independent Director on Port
of Auckland.
Geoff is a Fellow of Chartered
Accountants Australia and
New Zealand, and a Member
of the Institute of Directors.
AMELIA (AIMEE)
MCCAMMON
Independent
non-executive Director
Member of Audit and Risk
Committee and People and
Performance Committee
Aimee is Wellington based and was
appointed to the Board in October
2021. Aimee is CEO of Pic’s Peanut
Butter. She is an experienced
strategist and brand builder with deep
knowledge of consumer marketing.
Her brand experience spans an array
of New Zealand’s power brands
including Whittaker’s, Toyota, Lotto,
Tourism NZ and 42 Below.
Aimee was previously CEO of
entertainment, advertising and
technology Company Augusto Group.
Her career has spanned roles as
General Manager of Peter Jackson’s
Park Road Post Production, senior
management at Assignment Group
and Trade Me, and many years with
the Saatchi & Saatchi network in
Wellington, Auckland and New York.
Aimee has a Bachelor of Commerce
from Auckland University, and has
completed leadership training at
Omnicom University in Shanghai and
Harvard Business School. She is on
the Board of the New Zealand Film
Commission.
DR BARRY RICHARDSON
Independent
non-executive Director
Chair of Audit and Risk
Committee
Barry is Dunedin based and was
appointed to the Board in July 2018.
He joined the NZ Dairy Board in
1985 after many years in research and
development to undertake business
development roles in several joint
venture companies. In 1991, Barry
joined Tatua Dairy Co. Ltd to develop
a milk biologics business based on
high value milk ingredients and was
later also appointed GM, International
and Strategic Development. Barry
was appointed CEO at Westland Milk
Products Ltd in 2002, when they
chose to market their own products
following deregulation of the dairy
industry in late 2001.
After consulting to BLIS Technologies
in 2006 Barry was appointed CEO
in 2007 during the transitional years
through to 2016.
Barry is a Director of CertusBio Ltd
and has an M.Sc. (Hons) and PhD
from Massey University. He is a Fellow
of the NZ Institute of Food Science
and Technology and received the JC
Andrews award for distinction in Food
Science and Technology in 2003.
BOARD OF
DIRECTORS
13
BLIS TECHNOLOGIES LIMITED
DR ALISON STEWART
Independent
non-executive Director
Chair of People and
Performance Committee
Alison is Christchurch based and was
appointed to the Board in September
2018.
Alison brings to the Board
governance and commercial research
and development experience within
the international biotechnology
industry. Alison has held key executive
leadership roles in New Zealand and
US corporates and understands the
drivers for successful commercialisation
of research. Alison is an experienced
research and innovation leader with
expertise in microbe-based product
development, patents, IP protection,
new product pipeline and development
of strategic partnerships with large
international corporations.
Alison is a Distinguished Emeritus
Professor from Lincoln University,
New Zealand and was elected a
Companion of the NZ Order of Merit in
2011 for her contributions to biology.
ANITA JOHANSEN
Non-executive Director
Anita was appointed to the Board
in January 2024. Anita is the CEO of
Probi AB. Probi’s foundation rests on
science, leveraging state-of-the-art
R&D and manufacturing expertise to
create standout probiotic products
that offer proven value. Anita is
also currently serving as an elected
Board member of the International
Association of Probiotics (IPA) and
on the Board of IPA Europe.
Anita earned her Master of
Pharmacy and her PhD degree in
Pharmaceutical Technology from the
Danish University of Pharmaceutical
Sciences, University of Copenhagen.
Throughout her career she has been
working with product development
and held leadership positions in global
consumer healthcare companies,
such as Ferrosan, Pfizer Consumer
Healthcare, Novozymes, and USP
Zdrowie. Anita joined Probi in April
2022 as the Vice President of Research
& Development, and since April
2023 has been the Chief Executive
Officer of Probi. Anita leads by
creating and leading effective high
performing teams and mentoring,
inspiring and growing new talent.
Anita is passionate about promoting
the advantages of good bacteria
by delivering customer relevant
innovations supported by science.
14
ANNUAL REPORT
EXECUTIVE
TEAM
SCOTT JOHNSON
Chief Executive Officer (CEO) | BCom (Econ), MBA, CMInstD
Appointed in January 2024, Scott is an experienced CEO with over 35 years of experience in
the consumer and health and wellness sectors both internationally and within Australasia with
businesses such as IBM, Frucor-Suntory and the GO Healthy Group.
DR JOHN HALE
Chief Technology Officer (CTO) | PhD
John completed his PhD studying bacteriocins (BLIS) under the supervision of Professor John Tagg
at the Department of Microbiology and Immunology, University of Otago. He carried out post-
doctoral research at the University of British Columbia (Vancouver, Canada) and Monash University
School of Pharmacy (Melbourne, Australia) investigating the modes of action of antimicrobial
peptides. John joined BLIS Technologies in 2011 and leads the Scientific Services team.
JENNIFER WALKER
Chief Revenue Officer (CRO) | BA, MBA
Jennifer joined BLIS Technologies in February 2022 having extensive global marketing experience
within consumer and wellness sectors in both start-ups and larger corporates. Jennifer has
a strong experience base across eCommerce, brand and retail marketing, having worked for
international brands such as PUMA and corporates focused on the health and wellness sector.
RICHARD WINGHAM
Chief Financial Officer (CFO) | CA, BCom (Accounting)
Richard was appointed to the role of CFO for BLIS Technologies in November 2017. Richard is
a Chartered Accountant with over 25 years experience, including various senior finance roles
across the dairy FMCG, construction and health sectors. His skills cross over manufacturing,
project management, information technology and strategic planning.
ASHLEIGH CHILDS
People & Culture Manager | BCom (Hons) in Management
Ash joined the BLIS team in 2021 as People & Culture Manager, bringing over a decade of
experience in the People & Culture space within tourism, health, and education industries.
Ash’s leadership is defined by a strong commitment to creating and developing people-
centric practices that align with Company values.
MELISSA DRYSDALE
Head of Quality | BA
Bringing over two decades of extensive experience in Quality and Supply Chain management,
Melissa joined BLIS in 2015, following various Quality and Food Safety related positions within
renowned FMCG giants like Cadbury and Mondelez International. A passionate advocate for
systems enhancement and continuous improvement, Melissa specialises in driving operational
excellence, risk management, and fostering a culture of quality throughout the organisation.
15
BLIS TECHNOLOGIES LIMITED
16
ANNUAL REPORT
STATEMENT
OF CORPORATE
GOVERNANCE
The Board and Management of BLIS Technologies Limited (BLIS, the Company)
are committed to ensuring that the Company maintains corporate governance
structures which ensure that the Company operates efficiently and effectively
and maintains the highest ethical standards.
This statement of Corporate Governance provides a summary
of the Company’s governance processes and practices.
The Company’s Corporate Governance policies are based
on the principles set out in the NZX Corporate Governance
Code (NZX Code). This statement is structured to follow the
recommendations of the NZX Code.
The Board’s view is that BLIS complies with the corporate
governance principles and recommendations set out in the
NZX Code. The Board believes its governance structures are
appropriate and meet the Company’s strategic objectives.
The Company also complies with the corporate governance
requirements of the NZX Listing Rules. The Board regularly
reviews and assesses BLIS’ governance structures and
processes to ensure that they are consistent with best practice.
This Corporate Governance Statement has been prepared
in accordance with the NZX Code that was published on
31 January 2025.
BLIS’ key corporate governance documents referred to in
this statement, including charters and policies, can be found
at www.blis.co.nz/investor-centre/charters-policies (Investor
Centre). The Board operates under a set of guidelines set out
in its Directors’ Operations Manual to assist Directors and
Management in carrying out their duties and responsibilities.
The Directors’ Operations Manual covers such matters as:
• Corporate governance matters;
• Role of the Board and composition of the Board;
• Director responsibilities;
• Appointment of, responsibilities of and remuneration
of a Chief Executive Officer;
• Confidentiality and the safeguarding of Company
information;
• Compliance with laws and regulations;
• Shareholder participation; and
• Code of conduct.
This Corporate Governance Statement was approved by the
Board on 21 May 2025.
PRINCIPLE 1 – CODE OF ETHICAL
BEHAVIOUR
“Directors should set high standards of
ethical behaviour, model this behaviour
and hold management accountable for
these standards being followed throughout
the organisation.”
Code of Ethics
As part of the Board’s commitment to the highest standard
of conduct, the Company has adopted a Code of Ethics
(Code).
Every new Director and employee is provided with a copy of
the Code. The Code is also available at the Investor Centre.
The procedure for advising the Company of a suspected
breach is set out in the Code of Ethics. BLIS also has a
Protected Disclosures (Whistleblower) Policy that sets out
the process that serves to protect employees who raise
allegations of serious wrongdoing by the Company.
Conflicts of Interest
The Code of Ethics sets out the procedure to be followed
where Directors or employees are faced with a conflict of
interest. At all times, a Director must be able to act in the
interests of the organisation as a whole and in accordance
with all relevant laws and regulations including the NZX
Listing Rules. The personal interests of the Director or
employee (as applicable) and their family must not be
allowed to prevail over those of the Company and its
shareholders generally.
17
BLIS TECHNOLOGIES LIMITED
Protected Disclosures (Whistleblower) Policy
The Protected Disclosures (Whistleblower) policy provides
information and guidelines to protect employees from
retaliatory action where they have raised allegations of
serious wrongdoing or reportable conduct they honestly
believe has been carried out by any Director, employee,
consultant, contractor or third party.
BLIS is a small Company and the main way to make a report
is through the Chair of the Audit and Risk Committee.
No breaches of the Code of Ethics were identified during
FY25 and no matters were raised under the Protected
Disclosures (Whistleblower) Policy.
The Code of Ethics is subject to annual review by the Board.
Share Trading by the Company Directors and
Employees
The Board has implemented formal procedures to handle
trading in the Company’s equity securities by Directors,
employees, and contractors/secondees of the Company.
These are set out in BLIS’ Securities Trading Policy which is
available at the Investor Centre. Before any trading can occur
by those persons approval is required to be obtained from
the Chair of the Board, CEO or CFO. The policy provides
that shares may not be traded at any time by any individual
holding material information. The fundamental rule in the
policy is that insider trading is prohibited at all times.
The requirements of the policy are separate from, and in
addition to, the legal prohibitions on insider trading in
New Zealand.
PRINCIPLE 2 – BOARD COMPOSITION
& PERFORMANCE
“To ensure an effective Board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.”
Responsibilities of the Board
The role of the Board is to act in the best interests of the
Company and to promote the interests of the Company and
its stakeholders. Directors are elected by the shareholders
to govern the Company. The Board is the overall and
final body of responsibility for all decision making within
the Company.
The Directors have a diverse range of expertise and experience
and are committed to using this to benefit the Company. The
Board is responsible to shareholders for charting the direction
of the Company by participating in the setting of objectives,
strategy, and key policy areas. The Board is then responsible
for monitoring Management’s running of the business to
ensure implementation is in accordance with the agreed
framework. The Board delegates the conduct of the day-to-
day affairs of the Company to the CEO within this framework.
The Board operates under a Directors’ Operations Manual
which sets out the roles and responsibilities of the Board,
and other matters as summarised on page 16.
The primary responsibilities of the Board include:
• Ensuring that the Company’s purpose and goals are
clearly established, and with appropriate strategies;
• Establishing policies for strengthening the performance
of the Company including ensuring that Management
is pro-actively seeking to build the business through
innovation, initiative, technology, new products and the
development of its business capital;
• Monitoring the performance of Management, including
the review and monitoring of compliance with
delegated authorities, and of regulatory compliance;
• Monitoring strategic, financial, social and environmental
performance;
• Overseeing the Company’s compliance with its
continuous disclosure requirements;
• Appointing the CEO, setting the terms of the CEO’s
employment contract, including position description,
reviewing succession planning and where necessary,
terminating the CEO’s employment with the Company;
• Deciding on whatever steps are necessary to protect
the Company’s financial position and the ability to meet
its debts and other obligations when they fall due, and
ensuring that such steps are taken;
• Ensuring that the Company’s financial statements are
true and fair and otherwise conform with law;
• Ensuring that information of sufficient content, quality
and timeliness, as the Board considers necessary
to enable it to discharge its duties, is provided by
Management;
• Ensuring that the Company adheres to high standards
of ethical and corporate behaviour;
• Ensuring that the Company has appropriate
management processes for defining risks and analysing
options to minimise, mitigate and manage risks;
• Ensuring an appropriate capital structure such that it
supports the business strategy; and
• Ensuring that the Company communicates with its
shareholders and stakeholders in a timely manner.
The Board uses committees to address certain issues that
require detailed consideration by members of the Board
who have specialist knowledge and experience. The Board
retains ultimate responsibility for the functions of its
committees and determines their responsibilities.
The Board has a statutory obligation to reserve responsibility
for certain matters. It deals directly with issues relating to the
Company’s mission, appointments to the Board, strategy,
business and financial plans.
18
ANNUAL REPORT
The Directors appoint a Chair from amongst the non-
executive members. The Board supports the separation
of the role of Chair and CEO. The Chair’s role is to provide
leadership and to manage the Board effectively. The Chair
has responsibility for:
• Ensuring the integrity and effectiveness of the
governance process of the Board;
• Representing the Board to the shareholders;
• Maintaining regular dialogue with the CEO over all
operational matters; and
• For overseeing the annual work programme.
The Chief Executive Officer is not a Director.
The Board regularly meet without the CEO being present
and has a practice of holding Director-only meetings either
prior to or following each Board meeting.
The Board receives reports from Management and has
access to all of the information necessary for it to effectively
discharge its duties.
Director Nomination and Appointment
The Board as a whole is involved with recommending
candidates to act as Directors to shareholders. When
considering candidates for nomination, the Board will
consider, amongst other things, the individual’s experience,
qualifications and skills in comparison to the experience,
qualifications and skills of other Directors, whether that
individual is “independent” and whether that individual
would be able to work effectively with other Directors. A
thorough check of the candidate and their background is
undertaken and shareholders are provided with all material
information that is relevant to the decision on whether to
elect or re-elect a Director.
The Board has the ability to appoint an individual to fill
a casual vacancy on the Board until the Company’s next
Annual Shareholders’ Meeting.
The procedures for the appointment and removal of
Directors are governed by the Company’s constitution
and the NZX Listing Rules.
The Board has determined that based on the Company’s
current size and stage of development that an optimal
number of Directors is five. The number may increase to
six from time to time to allow for Director succession.
Each year as part of the Board’s annual review process the
capability mix is assessed to evolve in line with Company’s
future development and international growth plan
requirements.
The Board has determined that to operate effectively and to
meet its responsibilities it requires competencies in disciplines
including executive leadership and strategy, governance,
biotechnology IP development and protection, international
sales and marketing, international supply chain and quality
control, risk and compliance, finance and capital markets.
The current mix of skills and experience is considered
appropriate for the responsibilities and requirements of
governing the Company. The Board looks to strengthen
its oversight of issues in all disciplines, as required, via
expert advice.
As at 31 March 2025, four of the five Directors on the
Board are independent. Director independence is considered
on a case-by-case basis (in accordance with the NZX Listing
Rules) and is monitored on an ongoing basis.
Letter of Appointment
All new Directors enter into a written agreement with the
Company setting out the terms of their appointment.
Board of Directors
Director profiles are shown at pages 12–13 of this
report. The profiles include information on the year
of appointment, skills, experience and background of
each Director.
As at 31 March 2025 the Board comprises five Directors.
Four are independent Directors and all are non-executive
members. Geoff Plunket is the Chair of BLIS and is an
independent Director.
Barry Richardson is the Chair of the Audit and Risk
Committee. Alison Stewart is the Chair of the People and
Performance Committee. Aimee McCammon and Anita
Johansen are also Directors.
The roles of Board Chair, Audit and Risk Committee Chair
and CEO are not held by the same person.
The Board determines annually on a case-by-case basis
who, in its view, are Independent Directors. The Board
will consider all relevant circumstances when determining
independence. Under the NZX Listing Rules, a Director
is “Independent” when they are not an employee of the
Company and do not have a ‘Disqualifying Relationship’
(as defined in the NZX Listing Rules).
The Company does not require Directors to hold shares
in the Company but actively encourages them to do so.
Directors’ share interests are disclosed at pages 27–28.
The Board does not have a tenure policy however it
recognises that a regular refreshment programme leads to
the introduction of new perspectives, skills, attributes and
experience. Directors retire by rotation in accordance with
the NZX Listing Rules but are eligible for re-election on
retirement by rotation.
Director Period of Appointment
0–3
YEARS
3–9
YEARS
9+
YEARS
Number of Directors14-
19
BLIS TECHNOLOGIES LIMITED
Interest Register
The Board maintains an interest register for the Company.
Any Director who is interested in a transaction with the
Company must immediately disclose to the Board the
nature, monetary value and extent of the interest.
A Director who is interested in a transaction may attend
and participate at a Board meeting at which the transaction
is discussed but may not be counted in the quorum for that
meeting or vote in respect of the transaction, unless it is
one in respect of which Directors are expressly required by
the Companies Act 1993 to sign a certificate.
Entries made in the interest register of the Company for the
year ended 31 March 2025 are included in the Directors’
Interests section on pages 27–28.
Diversity
BLIS Technologies is committed to achieving a diverse workforce
and inclusive workplace practices in order to harness the
business benefits of diversity, further social justice and comply
with legislation. A Diversity and Inclusion Policy has been
adopted by the Board and is available at the Investor Centre.
Responsibility for workplace diversity and the setting of
measurable objectives is held by the Board.
The gender composition of BLIS’ Directors, Executives and
workforce was as follows:
31 MARCH 202531 MARCH 2024
POSITIONFEMALEMALEFEMALEMALE
Director3 (60%)2 (40%)3 (60%)2 (40%)
Executives*3 (50%)3 (50%)1 (25%)3 (75%)
Employees**15 (45%)18 (55%)16 (47%)18 (53%)
* CEO and Executive team
** Includes Executives
Director Training
The Board ensures that there is appropriate training
available to all Directors to enable them to remain current
on how best to discharge their responsibilities and keep
up to date on changes and trends in areas relevant to
their work. Directors are regularly provided with industry
information and receive copies of appropriate Company
documents to enable them to perform their role.
The Board also ensures that new Directors are appropriately
introduced to Management and the business.
Board Performance Evaluation
The Board regularly assesses its effectiveness in carrying
out its functions and responsibilities. The Chair of the Board
leads the review which considers the performance of the
Board as a whole, and of each of the Board Committees,
against their respective charters.
The Chair, on behalf of the Board, is responsible for
assessing the performance and contribution of individual
Directors. The assessment is undertaken regularly.
PRINCIPLE 3 – BOARD COMMITTEES
“The Board should use committees where this
will enhance its effectiveness in key areas,
while still retaining board responsibility.”
Board Committees
The Board has two formally constituted committees – the
Audit and Risk Committee and the People and Performance
Committee. Committee membership is reviewed annually.
Each Committee has a written charter that is approved
by the Board and sets out its mandate. The charters
are reviewed annually with any proposed changes
recommended to the Board for approval.
Each Committee has an agreed annual work programme
that sets out matters to be addressed over the following
twelve month period. The Committees each review their
performance on an annual basis against the Committee
charter and work programme and report their findings to
the Board.
Attendance at Meetings
The table below sets out Director attendance at Board and
Committee meetings during the year ended 31 March 2025.
BOARD
AUDIT AND RISK
COMMITTEE
G Plunket107
A McCammon97
Dr B Richardson108
A Johansen9-
Dr A Stewart9-
Audit and Risk Committee
The Board has overall responsibility for the Company’s
system of internal financial control, risk management,
for liaising with the Company’s external auditors, and
for ensuring the integrity of the Company’s financial
reporting. The Board constantly monitors the operational
and financial aspects of the Company’s activities and has
established procedures and policies that are designed
to provide effective internal financial control. Annual
budgets and business plans are prepared and agreed by
the Board. Monthly management accounts are prepared by
Management and reviewed by the Board throughout the
year to monitor performance against budget.
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ANNUAL REPORT
The Board has established an Audit and Risk Committee
to assist the Board in discharging its responsibilities relative
to financial reporting, related regulatory conformance and
liaising with the external auditors. The terms of reference
for the Audit and Risk Committee are set out in its charter
which is available in the Investor Centre.
The Audit and Risk Committee is appointed by the Board and
must comprise three Directors, the majority of whom are
to be independent. The Chair of Audit and Risk Committee
must be an Independent Director and not the Chair of
the Board. The current members of the Audit and Risk
Committee are Barry Richardson (Chair), Geoff Plunket and
Aimee McCammon. All members are independent Directors.
The Board considers the recommendations of the Audit
and Risk Committee and advice of external auditors and
other external advisors on the operational and financial
risks that the Company faces. The Board ensures that
recommendations made by the Audit and Risk Committee,
external auditors and other external advisers are investigated
and, where considered necessary, action is taken to ensure
that the Company has an appropriate internal control
environment in place to manage the key risks identified.
In addition, the Board investigates ways of enhancing
existing risk management strategies, including appropriate
segregation of duties and the employment and training of
suitably qualified and experienced personnel.
Given the size of the Company, an internal audit function
is not considered necessary.
The Audit and Risk Committee met on 8 occasions during
FY25. The agenda items for each meeting generally relate
to financial governance, external financial reporting,
external audit, internal control review, risk management,
compliance, and insurance.
Meeting Attendance
The CEO and CFO will normally be invited to attend
the meetings.
People and Performance Committee
The Board has established a People and Performance
Committee which has responsibility for, amongst other
things, setting the remuneration policy for the CEO,
CFO, CTO, CRO, Head of Quality and People and Culture
Manager (the Executive).
The terms of reference for this committee are set out
in its charter which is available in the Investor Centre.
The People and Performance Committee is appointed
by the Board and must comprise three Directors, the
majority of whom are to be independent. The Chair of
the Board may serve on the committee. Members of the
People and Performance Committee are currently Alison
Stewart (Chair), Geoff Plunket and Aimee McCammon.
All committee members are independent Directors.
Management attends People and Performance Committee
meetings by invitation, as and when appropriate and
necessary.
The Board ensures that the recommendations made by the
People and Performance Committee are considered and
acted on accordingly.
Nomination Committee
Given the size and composition of the Board, the
Directors believe that there are no significant benefits in
delegating matters in relation to Board nominations and
all appointments are managed by the whole Board.
Disclosure Committee
The Board has established a Disclosure Committee to
oversee the Company’s compliance with its continuous
disclosure requirements under New Zealand law and the
NZX Listing Rules.
The Disclosure Committee comprises the Board Chair,
Chair of the Audit and Risk Committee, Chief Executive
Officer and Chief Financial Officer and operates under the
Company’s Market Disclosure and Communications Policy
(a copy is available in the Investor Centre).
Committees
The Board has no Committees other than an Audit and
Risk Committee, People and Performance Committee and
Disclosure Committee.
Takeover Protocols
The Board has adopted a set of protocols to be followed in
the event of a takeover offer being made.
In the event of a takeover offer, a committee of Independent
Directors would be formed and would have responsibility
for managing the takeover in accordance with the Board
protocols and applicable laws, including the New Zealand
Takeovers Code.
PRINCIPLE 4 – REPORTING
AND DISCLOSURE
“The Board should demand integrity in
financial and non-financial reporting,
and in the timeliness and balance of
corporate disclosure.”
Shareholder Communications
and Market Disclosure
The Board is committed to keeping the financial products
markets informed of material information relating to the
Company and its shares and promoting investor confidence
by ensuring that trading of its equity securities takes place
in an efficient, well-informed market at all times.
21
BLIS TECHNOLOGIES LIMITED
The Company has in place a Market Disclosure and
Communications Policy designed to ensure this occurs.
The policy includes procedures intended to ensure that:
• The Company complies with its continuous disclosure
obligations; and
• Timely, accurate and complete information is provided
to all shareholders and other market participants.
The policy also outlines mandatory requirements and
responsibilities in relation to the identification, reporting,
review and disclosure of material information relevant to
the Company.
Accountability for compliance with disclosure obligations
is the responsibility of the CEO and CFO. The CFO has
been designated as the Disclosure Officer and has overall
management responsibility for ensuring all material
information is lodged with NZX.
This policy is available at the Investor Centre.
All non-promotional information intended to be made public,
whether or not it is believed to be material information,
must be reviewed by the Disclosure Committee (comprising
the Chair, Chair of the Audit and Risk Committee, CEO and
CFO) prior to release. The Disclosure Committee also refers
certain decisions to the Board.
Directors consider at each Board meeting (and otherwise
as and when needed) whether there is any material
information which should be disclosed to the market.
Governance Policies and Charters
Key corporate governance documents, including charters
and policies, can be found at the Investor Centre:
www.blis.co.nz/investor-centre/charters-policies.
Financial and Non-Financial Reporting
BLIS is committed to ensuring integrity and timeliness in
its financial reporting and in providing information to the
market and shareholders which reflects a considered view
on its present and future prospects.
The Audit and Risk Committee oversees the quality and
integrity of external financial reporting, including the
accuracy, completeness, balance and timeliness of financial
statements. It reviews the Company’s full and half-year
financial statements and makes recommendations to the
Board concerning accounting policies, areas of judgement,
compliance with accounting standards, NZX and legal
requirements, and the results of the external audit. All matters
required to be addressed and for which the Audit and Risk
Committee has responsibility were addressed during FY25.
BLIS has published its full and half-year financial statements
prepared in accordance with relevant financial standards.
The full year financial statements for FY25 are set out on
pages 32–60. The CEO and CFO have confirmed in writing
to the Board that the Company’s external financial reports
present a true and fair view in all material aspects. These
representations are given on the basis that a sound system of
internal controls and risk management is operating effectively
in all material respects in relation to financial reporting.
In addition to releasing the full and half-year results BLIS
provides an update on financial and non-financial performance
for the first and third quarters. Revenue and EBITDA for the
quarter and year to date, general commentary on market
conditions and an update on guidance may be given.
The Board does not believe that the Company has any
material exposure to economic, environmental or social
sustainability risks that are not appropriately managed.
The material risks which may impact the Company’s ability
to achieve its strategic objectives and secure its future
financial prospects, are managed through the strategic
planning process.
Work continues on suitable sustainability-reporting
framework. The project involves preparing a series of
financial and non-financial targets for reporting on
regularly. An overview of the Company’s sustainability
programme is set out on pages 8–11.
PRINCIPLE 5 – REMUNERATION
“The remuneration of Directors and Executives
should be transparent, fair and reasonable.”
Remuneration Report
The People and Performance Committee is responsible for
making recommendations to the Board on remuneration
policies and packages for Directors as well as the Executives.
The Company’s remuneration philosophy is aimed at
attracting, retaining and motivating employees of the
highest quality at all levels of the organisation. It is based on
practical, guiding principles and a framework that provides
consistency, fairness and transparency while having regard
to the risk appetite of the Company and alignment to its
long-term strategic goals.
All remuneration packages are reviewed annually in the
context of individual and Company performance, market
movements and expert advice.
Non-executive Directors
The structure of non-executive Director remuneration is
separate and distinct from the remuneration of the CEO
and other executives.
The Board seeks to set aggregate remuneration for
non-executive Directors at a level which provides the
Company with the ability to attract and retain Directors
of the highest calibre, whilst incurring a cost which is
acceptable to shareholders.
22
ANNUAL REPORT
No remuneration is payable to Directors unless it is
approved by the Company’s shareholders, or permitted
under the NZX Listing Rules in the event of an increase in
the total number of Directors.
The NZX Listing Rules specify that shareholders can
approve a per Director remuneration amount or an
aggregate Directors’ fee pool. The Board has adopted
a remuneration pool approach, as referred to in NZX
Guidance Note – Governance. Shareholders approved an
aggregate remuneration pool for non-executive Directors
of $309,000 per annum in August 2020.
Within the fee pool available, the Board reviews its fees
annually to ensure the Company’s non-executive Directors
are fairly remunerated for their services, recognising the
level of skill and experience required to fulfil the role, and
to enable the Company to attract and retain talented non-
executive Directors. The process involves benchmarking
against a group of peer companies.
In addition, the Board reviews the People and Performance
Committee structure and appropriate level of resourcing
required to make an on-going contribution to long term
value creation. Non-executive Directors have no entitlement
to any performance- based remuneration or participation in
any share-based incentive schemes.
Each non-executive Director is entitled to a fee for services
as a Director of the Company and an additional fee is also
paid to the Chair, and members of the Board Committees
to recognise the additional time commitment required for
that role. All Directors are entitled to be reimbursed for
reasonable costs associated with carrying out their duties.
For the period 1 April 2024 to 31 March 2025 the allocation
of the fee pool was as follows:
BOARD
AUDIT
AND RISK
COMMITTEE
REMU-
NERATION
COMMITTEE
Chair$85,000$10,000$7,000
Member$49,000$7,000$3,000
Fees payable to the non-executive Directors of the
Company for the period 1 April 2024 to 31 March 2025
were as follows:
BOARD
AUDIT
AND RISK
COMMITTEE
REMU-
NERATION
COMMITTEETOTAL
G Plunket85,000-- $85,000
A McCammon49,0007,0002,250$58,250
Dr B Richardson49,00010,000- $59,000
Dr A Stewart49,000-7,000$56,000
A Johansen49,000-- $49,000
Remuneration of the CEO and Employees
The Company is committed to providing a remuneration
framework that promotes a high-performance culture
and aligns rewards to the creation of sustainable value
for shareholders. The underlying principle is to reward
employees for Company and business unit performance
against targets set by reference to appropriate benchmarks
and key performance indicators and to:
• Align their interests with those of shareholders; and
• Ensure total remuneration is competitive by market
standards.
Total remuneration is made up of fixed remuneration, a
short term incentive (STI) and a long term incentive (LTI).
Fixed remuneration includes all benefits, allowances and
deductions.
The STI and LTI performance incentives are “at-risk” and
are directly linked to both the performance of the Company
and to each individual’s performance while promoting the
Company’s long-term success.
The total remuneration earned by the Executive is set out
in note 5 to the financial statements.
(i) Fixed Annual Remuneration
Remuneration levels are reviewed annually to ensure that
they are appropriate for the responsibility, qualifications
and experience of the Executives and are competitive with
the market.
The Executives receive their fixed annual remuneration in
cash and a limited range of prescribed fringe benefits such
as superannuation, travel contribution and low interest loan.
The total employment cost of any remuneration package,
including fringe benefit tax, is taken into account in
determining an employee’s fixed annual remuneration.
For the financial year ended 31 March 2025, the CEO
received $383,223 (2024: CEO’s received a combined
$540,782) in fixed annual remuneration.
(ii) Variable Remuneration – STI Scheme
The objective of the STI Scheme is to link the achievement
of the annual financial and operational targets with the
remuneration received by the Executives charged with
meeting those targets. The total potential remuneration
under the STI Scheme is set with a maximum of 30% for
the CEO and 20% for other Executives of fixed annual
remuneration so as to provide sufficient incentive to the
Executive to achieve the targets such that the cost of the
Company is flexible and in line with the trading outcome
for the year.
Actual STI Scheme payments granted to the CEO and
each nominated Executive depend on the extent to which
specific targets, set at the beginning of each year, are
met. The targets may include a weighted combination of
Company, Departmental, Financial and Non-Financial.
23
BLIS TECHNOLOGIES LIMITED
In determining the amount to be allocated the Board
considers the performance against the targets.
For the financial year ended 31 March 2025 there were six
nominated executives in the STI scheme (31 March 2024: four).
STI Scheme payments relating to the financial year ended
31 March 2025 are delivered as a taxable cash bonus and
are payable on completion of the annual audited financial
statements. The total accrual for FY25 for all nominated
executives in the STI Scheme is $357,000 (FY24: $210,000).
The actual amount paid for FY25 was $168,414 (FY24:
$242,000).
In addition to the STI Scheme, the Board reserves the ability
to pay ad hoc bonus payments to any employee, again
directly related with the trading outcome.
(iii) Variable Remuneration – LTI Scheme
The objective of the LTI Scheme is to align the Executive
with shareholder interests over the longer term, and provide
a longer term employee retention benefit.
The Company did not grant performance share rights (PSRs)
to the Executive in the 2025 financial year. The previous
PSR issue occurred on 10 September 2021. Details of the
performance criteria are detailed in note 5 to the financial
statements.
CEO Remuneration
CEOSALARY
TAXABLE
BENEFITS
*
STILTITOTAL
FY25
S Johnson348,65434,569 --383,223
FY24
S Johnson74,3284 4,170--118 , 4 9 8
(15 January 2024 – 31 March 2024)
B Watson405,66216,622148,394
**
-570,678
* Includes the value of benefits including superannuation,
travel and low interest loan.
** Includes STI payments for both FY23 and FY24.
Total remuneration paid is fixed remuneration and any STI
Scheme payment physically received during the year.
Performance based payments are paid in the following year.
The CEO’s STI scheme payment for FY25 comprises several
financial and non-financial performance measures. Overall,
the STI is set at 30% of fixed remuneration. A breakdown
of the STI components follows:
PERFORMANCE MEASURESPERCENT ACHIEVED
50% based on financial revenue
and profitability targets FY24
85% Achieved
50% based on non-financial
targets FY24
83% Achieved
Employee Remuneration
The number of employees of the Company (including
former employees) who received remuneration and other
benefits in excess of $100,000 in the period 1 April 2024 to
31 March 2025 are shown below:
NUMBER OF EMPLOYEES
REMUNERATION BANDINGFY25FY24
100,001–110,000-1
110,001–120,00013
120,001–130,00031
130,001–140,00033
140,001–150,000--
150,001–160,00011
170,001–180,00011
200,001–210,000-1
210,001–220,000-1
220,001–230,000--
240,001–250,000-1
250,001–260,0001-
260,001–270,000-1
270,001–280,0002-
380,001–390,0001-
570,001–580,000-1
PRINCIPLE 6 – RISK MANAGEMENT
“Directors should have a sound
understanding of the material risks faced
by the issuer and how to manage them.
The Board should regularly verify that the
issuer has appropriate processes that identify
and manage potential and material risks.”
Risk Management Framework
BLIS operates in an environment that contains operational
and strategic risks. Risks are actively managed to ensure
BLIS operates a safe workplace and is able to sustain the
achievement of its business objectives while at the same
time accepting an appropriate level of commercial risk that
is consistent with desired profitability.
The Board is responsible for ensuring that key business
and financial risks are identified, and that appropriate
controls and procedures are in place to effectively manage
those risks.
24
ANNUAL REPORT
The Audit and Risk Committee has overall responsibility
for ensuring that Company’s risk management framework
is appropriate and that risks are identified, considered
and managed.
A Risk Management Policy provides guidance on the Board’s
approach to risk management. The objectives of the Risk
Management Policy are:
• To allow BLIS to pursue opportunities that involve risk
in an informed manner, so as to meet the expectations
of stakeholders;
• To enable full and due consideration to be given to the
balance of risk and reward in pursuing the achievement
of BLIS’ business objectives;
• To apply risk management practices to enhance
strategic, tactical and operational decision making; and
• To ensure that BLIS operates in a sustainable manner.
The policy is available at the Investor Centre.
Insurance
In managing the Company’s business risks, the Board
approves and monitors policy and procedures in areas such
as treasury management, financial performance, taxation
and delegated authorities. BLIS has insurance policies in
place covering most areas where risk to its assets and
business can be insured at a reasonable cost.
Product Quality and Safety
Ensuring the safety and quality of our products is a key
priority. We establish processes that effectively manage
risk and drive continuous improvement in product quality
throughout the product production cycle.
We have introduced proactive quality control mechanisms
within our manufacturing operations. Through the use of
data collection and statistical analysis, we are improving
the control of our manufacturing processes, with the aim
of being able to intervene and correct a process prior
to product quality being compromised. This approach is
providing further assurance that our customers receive high
quality products that are safe and effective.
Health, Safety and Wellbeing
Overall responsibility for health and safety, specifically for
setting of high-level strategy and policy, resides with the
Board which is committed to continuous improvement and
progressively higher standards of work health and safety for
the benefit of all employees and others who work in, use or
visit the Company’s workplace.
The principles of the health and safety framework are to:
• Understand and comply with all applicable health and
safety legislation, codes of practice, safe operating
procedures and regulations;
• Establish objectives and management systems consistent
with health and safety best practice;
• Use systems and processes that are fit-for-purpose,
reflecting size and nature of the work environment(s)
the activities undertaken there, and the potential risk
posed to workers and others who use or visit those
environments; and
• Ensure all officers and workers engage in creating a
positive workplace safety culture to fully support health,
safety and wellbeing initiatives.
The Executive are responsible for implementation of the
health and safety framework and will:
• Determine and implement business and action plans to
give effect to Board strategy;
• Provide, support and maintain health and safety
management systems ensuring safety requirements are
met at all times;
• Acquire and maintain good understanding of health,
safety and wellbeing matters;
• Be responsible and accountable for health and safety
compliance;
• Promote and role-model high workplace health, safety
and wellbeing standards - identifying and managing all
risks and hazards; and
• Ensure business objectives are complimentary to health,
safety and wellbeing objectives.
Management reports to the Board include the following
lead and lag indicators – H&S Committee minutes including
good news stories, achievements and training activities,
outcomes of regular H&S site checks, hazard assessments/
commissioning of equipment (if/when applicable), bi monthly
reporting of: incidents & accidents (including near miss
incidents) safe days on site, days to close actions following
an investigation (to ensure efficient responses), attendance
at H&S training & committee meetings. Wellbeing metrics
are also reported through the employee engagement survey.
No lost time injuries, injuries resulting in workers being
unable to perform normal duties at next shift, have
occurred over the last six years.
Material Business Risks Mitigation
After completing the risk management processes outlined
above, the following key business and financial risks have
been identified.
25
BLIS TECHNOLOGIES LIMITED
AREAPRINCIPAL RISKSTRATEGIES TO MITIGATE
Product quality
and customer
safety
Product liability and risks
associated with selling
health supplements and
conducting clinical trials.
Our compliance and regulatory systems monitor our compliance with
applicable laws and regulations.
Our production facility operates under a Food Control Plan and is subject
to audit by the FDA.
Comprehensive product, contamination and clinical trial insurance
cover is maintained. We actively work with our suppliers and contract
manufacturers to actively monitor the quality of their supplied materials.
Market accessLoss of regulatory approval
to market and sell BLIS
products in certain countries.
BLIS has robust regulatory affairs processes as well as a quality
management system that ensures compliance with applicable regulatory
requirements. This includes engaging regulatory experts for advice covering
different geographical areas to ensure that the Company has the right
expertise for market and customer needs.
Health and safety
Failure to manage the
health, safety and wellbeing
of the Company’s people in
the workplace leads to work
related injuries.
The Company contracts an independent accredited Workplace Health and
Safety expert to support internal practices and processes. This includes an
annual review. Ongoing work is performed to engage employees in the
development of good working practices and develop risk management
plans to improve safety.
Health, safety and wellbeing metrics are reported regularly to the Board.
Intellectual
Property
Intellectual property rights
held by the Company do not
provide adequate protection
against infringement and
competition.
Our patent portfolio is complemented by trademarks, trade secrets and
specialist know how.
Extensive “freedom to operate” searches are undertaken before we make
our IP applications to ensure that they do not infringe any other IP and are
protectable. Competitor IP filings and registration are actively monitored.
BLIS engages IP specialists to assist in the management, monitoring and
enforcement of our intellectual property rights.
Business
continuity
Loss of continuity and
quality of supply due to an
interruption in production.
We actively work to maintain appropriate inventory levels of raw material
and finished products to minimise the impacts of any interruption of supply.
Technology and know-how for future production of both BLIS K12™
and BLIS M18™ is being transferred to an offshore fermentation supplier
to provide future alternative ingredient supply options in the event of a
failure at our New Zealand based supplier.
Cyber security
and data
protection
Cyber attack attempts to
breach the IT environment
that limit its availability or
causes a data breach could
disrupt operations.
A cyber security roadmap is in place that focuses on improving controls
and mitigations in a number of areas of cyber security. Specialized third
parties to assist with monitoring, classification and restriction of access
to sensitive information, conducting cyber security audits, implementing
more sophisticated cyber tracking and monitoring tools.
On-going activity to improve cyber awareness to ensure that employees
are a key part of cyber defence.
Competitor
activity
Increasing demand for
probiotics may see greater
pricing competition from
established and new
competitors.
Competition may also come
from other products with
similar health benefits.
The Company’s market position is based on a reputation for quality and
scientific support for our unique strains. Innovation and development
complement this market position.
We are focused on building a strong and loyal customer base with
recurrent purchasing through an excellent customer experience.
Key individuals
and employees
The Company is unable
to retain its key staff, thus
losing significant knowledge
and expertise, and is unable
to hire employees with the
required skills.
BLIS attaches great importance on wellbeing for all employees.
By implementing a healthy, inclusive, and stimulating corporate culture,
BLIS protects its brand as an employer.
BLIS regularly conducts employee surveys where improvement proposals
in the workplace are addressed. Succession planning and personal
development plans are completed and monitored on a regular basis.
26
ANNUAL REPORT
PRINCIPLE 7 – AUDITORS
“The Board should ensure the quality and
independence of the external audit process.”
External Auditor
Oversight of the Company’s external audit arrangements
to safeguard the integrity of financial reporting is the
responsibility of the Audit and Risk Committee.
BLIS maintains an Auditor Independence Policy to ensure
that audit independence is maintained, both in fact and
appearance. The quality of the audit opinion is considered
to be paramount. Accordingly, any compromises to auditor
objectivity and independence that are considered to exist
require appropriate safeguards to eliminate or reduce the
risk of compromise to an acceptable level.
BLIS has adopted the following requirements in relation to
auditor independence:
• the BLIS auditor is required to comply with relevant
independence requirements promulgated by the
Financial Markets Authority and other governing bodies;
• the Audit and Risk Committee must approve the
appointment of the auditor to provide any non-audit
services to the Company;
• the auditor is required to report to the Audit and Risk
Committee annually on matters pertaining to their
independence; and
• the external auditor attends the Company’s annual
meeting each year to answer questions from
shareholders in relation to the audit.
Internal Audit
The Company does not have a formal internal audit
function, however it does have internal processes and
controls that are considered to be appropriate for the size
and complexity of the organisation. The Audit and Risk
Committee carefully considers the auditor’s management
report which lists its key findings and recommendations
about significant matters arising from the audit.
PRINCIPLE 8 – SHAREHOLDER RELATIONS
“The Board should respect the rights of
shareholders and foster relationships with
shareholders that encourage them to engage
with the issuer.”
Shareholder Rights and Relations
The Company is committed to regularly communicating
with shareholders and other stakeholders in a timely,
accurate and clear manner with respect to both procedural
matters and major issues affecting the Company.
To achieve this, the Company communicates through a
range of forums and publications. Annual reports, NZX
releases, governance policies and charters, and a variety
of corporate information is available at the Investor Centre.
Each shareholder is entitled to receive a hard copy of each
annual report on request.
Documents relating to Annual Shareholders’ Meetings are
available at the Investor Centre.
Annual Shareholders’ Meetings to date have been held at
a venue in Dunedin, reflecting the head office location for
the Company, as well as being live streamed to shareholders
joining online.
The speeches and slides are lodged with NZX at the
commencement of the meeting. Shareholders may raise
matters for discussion at the Annual Shareholders’ Meeting
either in person or by emailing the Company with a
question to be asked.
Electronic Communications
Shareholders have the option of receiving their
communications electronically. Contact details for the
Company’s head office are available on the BLIS website.
Major Decisions
The Directors’ commitment to timely and balanced disclosure
is set out in its Market Disclosure and Communications
Policy. The commitments include advising shareholders on
any major decisions. Where voting on a matter is required,
the Board encourages investors to attend the meeting or
to send in a proxy vote. Online voting is made available for
Annual Shareholders’ Meetings.
Equity Issues
In the event of a capital raising, the Board will carefully
consider and, where practical, will favour an offer of shares
to existing shareholders on a pro-rata basis and on no less
favourable terms before offering shares to other investors.
Dividend Policy
Under the current strategy of full reinvestment into growth
and pipeline development, no dividend has been declared.
Notice of Meeting
The Notice of Meeting will be lodged with NZX at least 20
working days prior to the Annual Shareholders’ Meeting
and will be available in the Investor Centre.
27
BLIS TECHNOLOGIES LIMITED
DIRECTORS’
INTERESTS
DIRECTORS’ SHAREHOLDINGS
The following table sets out, for the purposes of the disclosures required under Listing Rule 3.7.1 (d) of the NZX Listing
Rules, the relevant interests of Directors and associated persons of the Directors in equity securities of the Company
as at 31 March 2025:
NAME OF DIRECTORNUMBER OF EQUITY SECURITIES IN WHICH A RELEVANT INTEREST IS HELD BY A DIRECTOR
G PlunketOrdinary shares800,000(a)
A McCammon--
Dr B RichardsonOrdinary shares17, 9 0 3, 6 25(b)
Dr A StewartOrdinary shares350,000(c)
A JohansenNon-beneficial interest in ordinary shares166,148,034(d)
Note that particular shareholdings can appear under more than one Director.
(a) The number of equity securities in which Mr G Plunket holds a relevant interest includes 800,000 ordinary shares
held by Mr G Plunket personally.
(b) The number of equity securities in which Dr B Richardson holds a relevant interest includes 17,903,625 ordinary shares
held by Dr B Richardson and Mrs JV Richardson.
(c) The number of equity securities in which Dr A Stewart holds a relevant interest includes 350,000 ordinary shares
held by Custodial Services Limited.
(d) The non-beneficially held shares of A Johansen are in her capacity as CEO of Probi AB, a substantial product holder
of the Company.
DIRECTOR’S SHARE DEALINGS
No Directors (or associated entities in which the Directors have relevant interests) acquired or disposed of equity
securities in the Company or its subsidiary, BLIS Functional Foods Limited (together the ‘Group’) during the year ended
31 March 2025 as entered in the interests register of the Company.
28
ANNUAL REPORT
DISCLOSURES OF INTEREST BY DIRECTORS
NAME OF DIRECTORORGANISATIONACTIVE INTERESTS
G PlunketPort of Auckland LimitedDirector
A McCammonPic’s Peanut Butter (Picot Productions Limited)Chief Executive/Shareholder
Scarborough Wright Trustee LimitedDirector
New Zealand Film CommissionNon-Executive Director
Dr B RichardsonCertusBio LimitedDirector/Shareholder
Zircon Services LimitedDirector/Shareholder
Otago Classic Spares LimitedDirector/Shareholder
Dr A StewartArable Food Industry CouncilExecutive Committee Member
Foundation for Arable ResearchChief Executive
MBIE Tissue Culture PartnershipChair Governance Group
NZ Environmental Protection AuthorityDirector
Seed Industry Research CentreAdvisory Board Member
Vegetable Research & InnovationGovernance Group Member
A JohansenProbi ABChief Executive
International Probiotics AssociationDirector
International Probiotics Association EuropeDirector
USE OF COMPANY INFORMATION
There were no notices from Directors regarding the use of Company information.
INDEMNITIES AND INSURANCE
Pursuant to s162 of the Companies Act 1993 and the Company’s Constitution, the Company has entered into deeds of
access, insurance and indemnity, with the Directors of the Group to indemnify them to the maximum extent permitted by
law, against all liabilities which they may incur in the performance of their duties as Directors of any Company within the
Group. Insurance cover extends to Directors and officers for the expenses of defending legal proceedings and the cost of
damages incurred. Specifically excluded are proven criminal liability and fines and penalties other than those pecuniary
penalties which are legally insurable. In accordance with commercial practice, the insurance contract prohibits further
disclosure of the terms of the policy. All Directors who voted in favour of authorising the insurance certified that in their
opinion, the cost of the insurance is fair to the Company.
DONATIONS
There were no donations made by the Company during the year ended 31 March 2025 (2024: Nil).
29
BLIS TECHNOLOGIES LIMITED
DIRECTORS’
RESPONSIBILITY
STATEMENT
The Directors of BLIS Technologies Limited are pleased to present
to shareholders the financial statements for the Group for the year
ended 31 March 2025.
The Directors are responsible for presenting financial
statements in accordance with New Zealand law and
generally accepted accounting practice, which fairly
presents the financial position of the Group as at 31 March
2025 and the results of its operations and cash flows for
the year ended on that date.
The Directors consider the financial statements of the
Group have been prepared using accounting policies which
have been consistently applied and supported by reasonable
judgements and estimates and that all relevant financial
reporting and accounting standards have been followed.
The Directors believe that proper accounting records have
been kept which enable with reasonable accuracy, the
determination of the financial position of the Group and
facilitate compliance of the financial statements with the
Financial Reporting Act 2013 and the Financial Markets
Conduct Act 2013.
The Directors consider that they have taken adequate
steps to safeguard the assets of the Group, and to prevent
and detect fraud and other irregularities. Internal control
procedures are also considered to be sufficient to provide
a reasonable assurance as to the integrity and reliability of
the financial statements.
The Financial Statements are signed on behalf of the Board by:
Geoff Plunket
Chair
21 May 2025
Barry Richardson
Director
21 May 2025
30
ANNUAL REPORT
FIVE
YEAR
TREND
2025
($000)
2024
($000)
2023
($000)
2022
($000)
2021
($000)
Revenue12,6 4 411, 52610,2358,96510,613
Earnings before interest, tax, depreciation,
amortisation and impairment (EBITDA)1,005799(617)(2,0 61)975
Depreciation and amortisation569528570654406
Net interest (revenue) / expense(402)(375)(173)(8)5
Net profit (loss) after tax (NPAT)838646(1,350)(2,707)564
Net debt---3583
Shareholder’s equity12,32211, 4 8 810,83612,1495,662
Total assets14,29612,93312,80914,1417, 8 0 6
Current assets12,0 0910,95110,86411, 4515,14 6
Current liabilities1,5531,2331,5831,4781,812
Working capital
10,4569,7189,2819,9733,334
Net tangible assets (NTA)
1
10,54810,0099,3619,9993,473
Cash generated from operations1,7941,055106(2,305)589
Number of shares on issue (‘000)1,279,3021,279,3021,273,8021,273,8021,107, 6 5 4
Earnings per share (EPS) – basic (cents)0.070.05(0.11)(0.22)0.05
Share price at 31 March0.010.020.030.040.06
NTA per share (cents)0.820.780.730.780.31
Cash conversion ratio
2
178.4%132.1%(17.1%)111. 8%60.3%
Return on shareholders’ equity
3
6.8%5.6%(12.5%)(22.3%)10.0%
Return on assets
4
3.2%2.3%(13.1%)(24.7%)7.7%
Gearing ratio
5
(0.0%)(0.0%)(0.0%)0.3%1.4%
EBIT to revenue ratio3.5%2.4%(14.9%)(30.3%)5.4%
Current assets to current liabilities (times)7.78.96.97.72.8
% CHANGE ON PRIOR YEAR
Revenue9.7%12.6%14.2%(15.5%)(30.0%)
EBITDA25.8%229.5%70.1%( 311. 4%)(54.0%)
NPAT29.7%147. 9 %5 0.1%(580.0%)(64.8%)
EPS29.1%14 6 .1%51.8%(540.2%)(64.8%)
1 Calculated as Net Assets less right of use assets and finite life intangible assets.
2 Calculated as cash generated from operations divided by EBITDA.
3 Calculated as net profit after tax divided by closing shareholders’ equity.
4 Calculated as EBIT divided by average total assets (average based on past 3 years).
5 Gearing ratio is calculated as net debt divided by the sum of net debt and shareholders’ equity.
31
BLIS TECHNOLOGIES LIMITED
FINANCIAL
STATEMENTS
2025
32
ANNUAL REPORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2025
NOTES
2025
$’000
2024
$’000
REVENUES
Revenue 2 (a)12,6 4 411, 526
Other income 2 (b)450447
Total revenue and other income13,09411,973
EXPENSES
Distribution expenses294267
Marketing expenses1,5351,289
Occupancy expenses137101
Employee benefits4,1074,219
Raw materials and consumables2,5562,250
Operating expenses3,5483,120
Finance expenses2631
Total expenses 2 (c)12,20311, 27 7
SURPLUS BEFORE TAX891696
Income tax expense 35350
SURPLUS FOR THE PERIOD838646
Other comprehensive income--
TOTAL COMPREHENSIVE INCOME 838646
Earnings per share:
Basic (cents per ordinary share) 150.070.05
Diluted (cents per ordinary share) 150.070.05
The above consolidated statements should be read in conjunction with the accompanying notes on pages 37 to 60.
33
BLIS TECHNOLOGIES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2025
NOTES
SHARE
CAPITAL
$’000
RETAINED
EARNINGS/
(DEFICIT)
$’000
SHARE BASED
PAYM ENT
EQUITY
RESERVE
$’000
TOTAL
ATTRIBUTABLE
TO GROUP
$’000
Opening equity – 1 April 202346,649(35,887)7410,836
Surplus for the year-646-646
Other comprehensive income----
Total comprehensive income-646-646
Equity contributions and distributions
CEO share option equity reserve15,16--3838
Employee performance rights plan reserve16--(32)(32)
--66
CLOSING EQUITY – 31 MARCH 202446,649(35,241)8011,488
Opening equity – 1 April 202446,649(35,241)8011, 4 8 8
Surplus for the year-838-838
Other comprehensive income----
Total comprehensive income-838-838
Equity contributions and distributions
CEO share option equity reserve15,16----
Employee performance rights plan reserve16--(4)(4)
--(4)(4)
CLOSING EQUITY – 31 MARCH 202546,649(34,403)7612,322
The above consolidated statements should be read in conjunction with the accompanying notes on pages 37 to 60.
34
ANNUAL REPORT
CONSOLIDATED BALANCE SHEET
As at 31 March 2025
NOTES
2025
$’000
2024
$’000
ASSETS
CURRENT ASSETS
Cash and cash equivalents64,2064,272
Short term deposits65,4504,250
Trade and other receivables71,0661,297
Prepayments406338
Inventory 8728719
NZX Bond 67575
Income tax receivable378-
Total current assets12,00910,951
NON CURRENT ASSETS
Property, plant and equipment 9513502
Finite life intangible assets 101,2631,122
Right-of-use assets 11511358
Total non current assets2,2871,982
TOTAL ASSETS14,29612,933
Continued overleaf / >>
The above consolidated statements should be read in conjunction with the accompanying notes on pages 37 to 60.
35
BLIS TECHNOLOGIES LIMITED
CONSOLIDATED BALANCE SHEET CONTINUED
As at 31 March 2025
NOTES
2025
$’000
2024
$’000
LIABILITIES
LESS CURRENT LIABILITIES
Trade and other payables121,3781,021
Current borrowings13--
Lease liabilities11168177
Foreign exchange contracts22 (e)735
Total current liabilities1,5531,233
NON CURRENT LIABILITIES
Lease liabilities11421212
Total non current liabilities421212
TOTAL LIABILITIES1,9741,445
NET ASSETS12,32211,488
OWNERS EQUITY
Share capital1546,64946,649
Retained earnings / (deficits)(34,403)(35,241)
Share based payment equity reserves 167680
TOTAL EQUITY12,32211,488
These financial statements have been authorised for issue on 21 May 2025.
Geoff Plunket Barry Richardson
Chair Director
The above consolidated statements should be read in conjunction with the accompanying notes on pages 37 to 60.
36
ANNUAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2025
NOTES
2025
$’000
2024
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from / (applied to):
Receipts from customers12, 91111,7 31
Interest received334399
Payments to suppliers and employees(11, 425 )(11, 0 4 4)
Finance costs(26)(31)
Net cash inflow from operating activities211,7941,055
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from / (applied to):
Purchase of short term deposits(1,200)(250)
Purchase of intangible assets10(346)(420)
Purchase of property, plant and equipment9(137)(149)
Net cash outflow from investing activities(1,683)(819)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from / (applied to):
Repayment of lease liabilities11(217)(224)
Net cash outflow from financing activities(217)(224)
Net increase / (decrease) in cash held(106)12
Add cash and cash equivalents at start of period4,2724,272
Foreign exchange differences40(12)
BALANCE AT END OF PERIOD4,2064,272
COMPRISED OF:
Cash and cash equivalents4,2064,272
4,2064,272
The above consolidated statements should be read in conjunction with the accompanying notes on pages 37 to 60.
37
BLIS TECHNOLOGIES LIMITED
NOTES TO AND FORMING
PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1. BASIS OF REPORTING
Reporting Entity
The consolidated financial statements presented are those
of BLIS Technologies Limited (the “Company”) and its
subsidiary BLIS Functional Foods Limited (the “Group”).
The Group’s principal activity is developing healthcare
products based on strains of bacteria that produce
bacteriocin activity for sale in New Zealand and overseas.
Statutory Base
The Company is a profit-oriented entity, domiciled in
New Zealand, registered under the Companies Act 1993
and listed on the New Zealand Stock Exchange. The
Company is an FMC reporting entity under the Financial
Markets Conduct Act 2013. The financial statements have
been prepared in line with the requirements of these Acts
and the Financial Reporting Act 2013.
Basis of Preparation
The financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting
Practice (“NZ GAAP”). They comply with the New Zealand
Equivalents to IFRS Accounting Standards (“NZ IFRS”) and
other applicable financial reporting standards as appropriate
for profit-oriented entities. The financial statements comply
with IFRS Accounting Standards (“IFRS”).
The Financial Statements were authorised for issue by the
Board of Directors on 21 May 2025.
Basis of Measurement
The financial statements have been prepared on the
historical cost basis, except for the derivative financial
instruments that are measured at fair value at the end
of each reporting period as explained in the relevant
accounting policies.
Historical cost is based on the fair values of the
consideration given in exchange for assets.
Accounting policies are selected and applied in a manner
which ensures that the resulting financial information
satisfies the concepts of relevance and reliability, thereby
ensuring that the substance of the underlying transactions
or other events is reported.
Unless otherwise stated the accounting policies set out
below have been applied in preparing the consolidated
financial statements for the year ended 31 March 2025 and
31 March 2024.
The financial statements are presented in thousands of
New Zealand dollars. The New Zealand dollar is the Group’s
functional currency.
Critical Judgements, Estimates and Assumptions
In the application of NZ IFRS, the Directors are required
to make judgements, estimates and assumptions about
carrying values of assets and liabilities that are not readily
apparent from other sources. The estimates and associated
assumptions are based on historical experience and various
other factors that are believed to be reasonable under the
circumstance, the results of which form the basis of making
the judgements. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised
if the revision affects only that period or in the period of
the revision and future periods if the revision affects both
current and future periods.
Judgements made by the Directors in the application of NZ
IFRS that have significant effects on the financial statements
and estimates with a significant risk of material adjustments
in the next year include:
• Assessing the point at which a project has moved
from the research phase to the development phase
and which costs may be capitalised as internally
generated intangible assets. Refer to note 10 for
further information.
38
ANNUAL REPORT
• The Group determines whether indicators of impairment
exist in relation to finite life intangibles as events occur
which may give rise to such indicators. Determining
the recoverable amounts of intangible assets requires
judgement in relation to the effects of uncertain future
events at balance date. Assumptions are required with
respect to future cash flows and discount rates used.
Refer note 10 for sensitivities and assumptions used.
• The determination of timing of the recognition of
revenue given the sales terms vary with different
customers and sales channels.
• Tax Losses – The recognition of a deferred tax asset
arising from prior year tax losses and temporary
differences is dependent on generating future
taxable profits.
No deferred tax asset has been recognised as at
31 March 2025 but this position will be reviewed in
future periods as the Group demonstrates a consistent
track record of profitable results. The Group’s ability to
utilise tax losses is explained in note 3.
Material Accounting Policies
The principal accounting policies applied in the preparation
and presentation of the financial statements are set
out below or in the notes with the item to which they
relate, where policies are specific to certain transactions
or balances.
These policies have been consistently applied unless
otherwise stated.
Basis of Consolidation
The Group financial statements incorporate the financial
statements of the Company and all entities controlled by
the Company (its subsidiaries) that comprise the Group,
being BLIS Technologies Limited (the parent entity) and its
subsidiary BLIS Functional Foods Limited. Control is obtained
when the Company has power over the investee, is exposed
to or has rights to variable returns from its investment, and
has the ability to use its power to affect returns. Consistent
accounting policies are employed in the preparation and
presentation of the group financial statements.
The results of subsidiaries acquired or disposed of during
the year are included in the Consolidated Statement
of Comprehensive Income from the effective date
of acquisition or up to the effective date of disposal,
as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies
into line with those used by the Group.
All intra-group transactions, balances, income and expenses
are eliminated in full on consolidation.
Foreign Exchange
In the course of normal trading activities, the Group
undertakes transactions denominated in foreign currencies,
hence exposures to exchange rate fluctuations arise.
Transactions in currencies other than the New Zealand
dollar are recognised at the rate of exchange prevailing on
the dates of the transactions. Trade and other receivables,
trade and other payables, the Canadian Dollar (CAD)
denominated bank account, the Euro denominated bank
account and the United States Dollar (USD) denominated
bank account balances are translated at the exchange rates
prevailing at the end of each reporting period as sourced
from the Bank of New Zealand. Exchange differences are
recognised in the statement of comprehensive income in
the period in which they occur.
Goods and Services Tax (GST)
All items in the balance sheet are stated exclusive of GST,
with the exception of receivables and payables, which
include GST. All items in the statement of comprehensive
income are stated exclusive of GST.
The GST component of cash flows arising from investing
and financing activities which is recoverable from, or
payable to, the taxation authority is classified as operating
cash flows.
New and revised NZ IFRS Accounting Standards
and Interpretations Issued but not yet adopted
All mandatory new and revised standards and
interpretations have been adopted in the current year.
At the date of authorisation of these financial statements,
certain new standards and interpretations to existing
standards have been published but are not yet effective.
The Group expects to adopt these when they become
mandatory. Of these, the following standard has been
assessed as relevant to the Group:
• NZ IFRS 18 (Presentation and Disclosure in Financial
Statements) – introduces new requirements including
a change in the structure of the profit and loss,
management defined performance measures being
included in a note to the financial statements, and
enhanced aggregation/disaggregation clarification. The
new standard amends the classification in the statement
of cash flows.
The Group has not assessed the impact of this standard
but it is expected that it will impact the presentation of the
financial statements.
No others are expected to materially impact the Group’s
financial statements.
39
BLIS TECHNOLOGIES LIMITED
2. SURPLUS FROM OPERATIONS
Policy
Revenue is recognised from the following major sources:
• Sale of goods;
• License fee and royalties and
• Grants.
Revenue is measured at the fair value of the consideration
the Group expects to be entitled to in accordance with
customer contracts and excludes amounts collected on
behalf of third parties.
Sale of Goods
The Group sells ingredients and finished goods to
manufacturer and wholesale customers. In addition to
product sales, the Group provides sales training and support
to its customers. The Group has determined that the sales
training and support is not a distinct performance obligation.
In addition to selling products to customers, the Group also
arranges delivery of the products to its customers. Where
control of the product passes to the customer on departure
the delivery services represent a separate performance
obligation. The Group is an agent in the performance of the
delivery service and the allocated revenue is recognised net
of costs.
Revenue from the sale of goods is recognised when the
Group has transferred control of the goods to the customer,
which is typically at the point goods are dispatched. For
some customers, the customer does not obtain control until
the goods have been delivered to their premises. For these
customers, revenue is recognised at the date the goods are
delivered. One of the Group’s major customers has entered
into a consignment arrangement. Sales to this customer, are
not recognised until the sale is made to the end customer.
Rebates
The Group provides rebates to certain customers based
on the quantity of products purchased during the period.
Rebates are offset against revenue. To estimate the variable
consideration for the expected rebates, the Group applies
the expected value method. The Group recognises a refund
liability for the expected rebates.
License fee and royalties
Licensing fee and royalty revenue is recognised as the
underlying sales and usage occurs and the performance
obligation to the license fee and royalty has been satisfied.
Contract liabilities
Revenue is recognised when all associated obligations have
been met. Where consideration has been received but the
associated obligations have not been met, for instance
goods have not yet been provided, it will be recognised as
a contract liability on the balance sheet.
Grant Income
Grant income is recognised when the Group has met all of
the requirements established by the grant. Grant income
that is receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate
financial support to the entity with no future required
costs are recognised as revenue of the period in which it
becomes receivable.
Interest Income
Interest income is accrued on a time basis, by reference
to the principal outstanding and the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset’s net carrying amount.
(a) Revenue
2025
$’000
2024
$’000
Revenue consists of the following items:
Point in time recognition:
Sale of goods – domestic sales
Finished goods1,9421,760
Ingredients7353
License fee and royalties1726
Sale of goods – export sales
Finished goods3,4142,066
Ingredients6,1326,605
License fee and royalties1,0661,016
12,64411,526
40
ANNUAL REPORT
(b) Other Income
2025
$’000
2024
$’000
Grant income2242
Interest income428405
450447
(c) Expenses
2025
$’000
2024
$’000
This includes the following specific expenses:
Amortisation of finite life intangible assets (note 10)181187
Depreciation of property, plant and equipment (note 9)125117
Depreciation of right of use assets (note 11)263224
Director’s fees307310
Employee benefits4,0014,131
Employee performance rights (note 16)(4)(32)
CEO share option expense (note 16, 17)-38
(Gain)/loss on fair value of derivatives(22)34
Operating lease payment35
Other operating expenses2,2692,036
Post-employment benefits110120
Provision for inventory write-off (note 8)23149
Research and development expense425263
FX (gain)/loss2748
Loss/(gain) on disposal of intangible assets26-
3. INCOME TAXES
Policy
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or
tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting
date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences
arising from differences between the carrying amount of assets and liabilities in the financial statements and the
corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to
the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences
or unused tax losses and tax offsets can be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from
the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable
income nor accounting profit, and initial recognition of an asset or liability that at the time of the transaction does not give
rise to equal taxable and deductible temporary differences.
41
BLIS TECHNOLOGIES LIMITED
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the liability is
settled, or the asset is realised based on tax rates that have been enacted or substantively enacted at reporting date.
Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
(a) Income tax recognised in profit or loss
The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial
statements as follows:
2025
$’000
2024
$’000
Net surplus before tax891696
Income tax expense calculated at 28%250195
Non-deductible items3643
Temporary differences excluding tax losses not recognised31(50)
Tax losses (recognised)/not recognised(317)(188)
Foreign withholding tax forfeited5350
Income tax expense5350
(b) Income tax recognised directly in equity
There was no current or deferred tax charged/ (credited) directly to equity during the period.
(c) Deferred tax balances
The Group has an unrecognised deferred tax asset of $4,646,667 (2024: $4,989,440). The unrecognised deferred tax
asset arises in relation to temporary differences of $267,751 (2024: $291,292) and gross tax losses of $15,638,985 (2024:
$16,779,098) with a tax effect of $4,378,916 (2024: $4,698,147). The tax losses may be able to be carried forward and
offset against future taxable income (subject to meeting the requirements of the Income Tax Act 2007).
(d) Imputation credit account
2025
$’000
2024
$’000
Balance at beginning of year--
RWT paid78-
Balance at end of year78-
4. REMUNERATION OF AUDITORS
2025
$’000
2024
$’000
Audit and review of the financial statements
Audit of the annual financial statements115112
Audit or review related services
Non assurance request to read the interim financial statements22
117114
The auditor of BLIS Technologies Limited is Deloitte Limited.
42
ANNUAL REPORT
5. KEY MANAGEMENT PERSONNEL COMPENSATION
2025
$’000
2024
$’000
Short term employee benefits1,5921,261
Long term employee benefits4240
Share based payments344
1,6371,345
Equity settled share based payments
The fair value (at grant date) of performance share rights plan (PSRs) granted to the CEO and certain other senior
management, is recognised in profit or loss within the Consolidated Statement of Comprehensive Income over the vesting
period with a corresponding increase in the share based payment reserve. The estimate of the number of PSRs for which
non market based conditions are expected to be satisfied is revised at each reporting date, with any cumulative catch-up
adjustment recognised in profit or loss. When any PSRs are exercised, the amount in the share based equity payment reserve
relating to those instruments is transferred to share capital as consideration of one option per share. When any PSRs are
cancelled, the amount in the share based payment reserve relating to those PSRs is also transferred to retained earnings.
Employee share based compensation
From 21 December 2020, the Company granted PSRs to certain members of its senior leadership and senior management
teams under the 2020 and 2021 Performance Share Rights Plan. There were no Employee share based schemes prior to
December 2020.
i) Performance share rights plan
Under the 2020 and 2021 Performance Share Rights Plan, one share right gives the employee the potential to exercise a
share right for an ordinary share in the Company. Performance share rights will only become exercisable if the Company
meets certain market-based and performance based requirements set by the Board in respect of its share price and net
profit, and the continuous employment of the relevant holder.
The plan is a three year scheme, with the potential rights to fully vest on the third anniversary of the grant date if the
following criteria are met:
• 50% of the Performance rights shall vest on the Vesting Date subject to the average market price of the shares of the
Company from the Grant Date to the Vesting Date increase by 15% per annum.
• 50% of the Performance rights shall vest on the Vesting date subject to the Company achieving 15% compound annual
growth rate (CAGR) for net profit from 31 March of the most recent balance date at grant date to the Vesting Date; and
• The holder of the Performance Rights is continuously employed by the Company during the period from the Grant Date
to the Vesting Date.
Measurement
The fair value of the PSRs was determined using the Black Scholes option pricing model to value the 50% performance
rights which vest on achieving 15% CAGR for net profit being non market conditions and a Monte Carlo simulation
valuation methodology for the 50% performance rights with market based vesting conditions.
The compensation of the key management personnel of the entity, is set out below:
Movements in the number of PSRs outstanding and their exercise prices are as follows:
43
BLIS TECHNOLOGIES LIMITED
20252024
Number of options outstanding
As at beginning of the year1,681,0004,847,000
Granted during the year--
Exercised during the year--
Lapsed during the year(1,681,000)(3,166,000)
As at end of the year-1,681,000
Exercisable at year end--
Number of employees-3
Weighted average exercise price-$0.07
Weighted average remaining contractual life (months)-5
There were no options outstanding at 31 March 2025 (2024: Options outstanding had an exercise price of $0.07).
The weighted average exercise price for options lapsed during the year was $0.07 (2024: $0.08).
ii) CEO Share based payment and issue of shares to the CEO
The Company entered into a Subscription agreement and issued shares to the CEO, Scott Johnson, on 22 March 2024.
Further information is included within Note 17.
6. CASH AND CASH EQUIVALENTS AND SHORT-TERM DEPOSITS
Policy
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term highly liquid investments that
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and
short-term deposits are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method.
Short term Deposits
Short term deposits includes investments with Bank of New Zealand, with periods ranging up to 365 days.
NZX Bond
A short term deposit is held at Bank of New Zealand as security for a bond issued to the NZX. These funds do not represent
operating cash reserves.
2025
$’000
2024
$’000
Cash and cash equivalents4,2064,272
Short-term deposits5,4504,250
9,6568,522
NZX bond7575
44
ANNUAL REPORT
7. TRADE AND OTHER RECEIVABLES
Policy
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for expected credit losses.
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected credit loss
allowance.
The measurement of expected credit losses is a function of the probability of default, loss given default and the exposure
at default.
The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience
of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors,
general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as
the forecast direction of conditions at the reporting date.
The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows discounted at the effective interest rate computed at initial recognition.
2025
$’000
2024
$’000
Trade receivables1,0571,295
Allowance for expected credit losses (note 22 g)--
GST receivable92
1,0661,297
Trade receivables and other receivables are non-interest bearing and receipt is normally on 30 to 60 day terms. Therefore,
the carrying value of trade debtors and other receivables approximates its fair value.
8. INVENTORY
Policy
Inventories are stated at the lower of cost and net realisable value. Cost is determined using average cost. Net realisable
value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing,
selling and distribution.
2025
$’000
2024
$’000
Raw materials446451
Finished goods353346
Provision for write-off(71)(78)
728719
During the year $22,816 (2024: $149,564) was recognised as an expense in respect of write-downs to inventory to net
realisable value.
45
BLIS TECHNOLOGIES LIMITED
9. PROPERTY, PLANT AND EQUIPMENT
Policy
All items of Property, Plant and Equipment are stated at cost less accumulated depreciation, and impairment. Cost includes
expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of a purchase
consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at
the date of acquisition.
Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight-line basis so as to write
off the net cost of the asset over its expected useful life to its estimated residual value. The following estimates of useful lives
are used in the calculation of depreciation:
Leasehold improvements 3–10 years
Furniture and fittings 3–15 years
Plant and equipment 2–18 years
2025
COST
1 APRIL
2024
$’000
ADDITIONS/
TRANSFERS
$’000
DISPOSALS
$’000
COST
31 MARCH
2025
$’000
ACCUMULATED
DEPRECIATION
1 APRIL 2024
$’000
DEPRECIATION
EXPENSE
$’000
ACCUMULATED
DEPRECIATION
REVERSED ON
DISPOSAL
$’000
TRANSFER
$’000
ACCUMULATED
DEPRECIATION
31 MARCH 2025
$’000
BOOK VALUE
31 MARCH
2025
$’000
Leasehold
improvements366--366(333)(3)--(336)30
Furniture
and fittings18217(6)193(155)(19)6-(168)25
Plant and
equipment1,876120(389)1,607(1,434)(103)388-(1,149)458
2,424137(395)2 ,16 6(1,922)(125)394-(1,653)513
2024
COST
1 APRIL
2023
$’000
ADDITIONS/
TRANSFERS
$’000
DISPOSALS
$’000
COST
31 MARCH
2024
$’000
ACCUMULATED
DEPRECIATION
1 APRIL 2023
$’000
DEPRECIATION
EXPENSE
$’000
ACCUMULATED
DEPRECIATION
REVERSED ON
DISPOSAL
$’000
TRANSFER
$’000
ACCUMULATED
DEPRECIATION
31 MARCH 2024
$’000
BOOK VALUE
31 MARCH
2024
$’000
Leasehold
improvements366--366(329)(4)--(333)33
Furniture
and fittings1811-182(137)(18)--(155)27
Plant and
equipment1,728148-1,876(1,339)(95)--(1,434)442
2,275149-2,424(1,805)(117)--(1,922)502
46
ANNUAL REPORT
10. FINITE LIFE INTANGIBLE ASSETS
Policy
Intangible assets acquired separately are reported at
cost less accumulated amortisation and accumulated
impairment losses. Amortisation is recognised on a straight-
line basis over their estimated useful lives. The estimated
useful lives, residual values and amortisation method are
reviewed at the end of each reporting period, with the
effect of any changes in estimate being accounted for on
a prospective basis.
Intellectual Property
The cost of intellectual property (patents and trademarks)
is written off until such time as it becomes clear that future
economic benefits attributable to that expenditure will flow
to the Group and there is sufficient evidence to support the
probability of the expenditure generating sufficient future
economic benefits.
Intellectual property including patents, trademarks and
licenses are considered finite life intangibles and are
recorded at cost less accumulated amortisation and
impairment. Amortisation is charged on a straight-line
basis over the estimated useful life of the intangible
asset being 10 to 20 years. The estimated useful life and
amortisation method is reviewed at the end of each annual
reporting period.
IT, Website Development and Software
Following the initial investment, which is recorded at cost
and amortised over 3 years, the cost of further website
development is expensed as incurred.
Internally generated Intangible Assets –
Capitalised Product Development Expenditure
Expenditure on research activities is recognised as an
expense in the period in which it is incurred.
An internally generated intangible asset arising from
development (or from the development phase of an internal
project) is recognised if, and only if, all of the following have
been demonstrated:
• the technical feasibility of completing the intangible
asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use
or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future
economic benefits;
• the availability of adequate technical, financial and other
resources to complete the development and to use or
sell the intangible asset; and
• the ability to measure reliably the expenditure
attributable to the intangible asset during its
development.
The amount initially recognised for internally generated
intangible assets is the sum of the expenditure incurred
from the date when the intangible asset first meets the
recognition criteria listed above. Where no internally
generated intangible asset can be recognised, development
expenditure is charged to profit or loss in the period in
which it is incurred.
Subsequent to initial recognition, internally generated
intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses, on
the same basis as intangible assets acquired separately.
The useful life of internally generated intangible assets is
8 years.
Impairment of Assets
At each balance sheet date, the Group reviews the carrying
amounts of its assets to determine whether there is any
indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where the asset does not
generate cash flows that are independent from other
assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the
risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (cash-generating
unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (cash-generating unit)
is reduced to its recoverable amount. An impairment loss
is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount
does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the
asset (cash- generating unit) in prior years.
47
BLIS TECHNOLOGIES LIMITED
2025
TRADE
MARKS
$’000
PATENTS
$’000
CAPITALISED
DEVELOPMENT
$’000
IT, WEBSITE
DEVELOPMENT
AND SOFTWARE
$’000
TOTAL
$’000
Gross carrying amount
Balance at 1 April 20244271,4254,1214006,373
Additions14 4202--346
Disposals(12)-(18)-(30)
Balance at 31 March 20255591,6274 ,1034006,689
Accumulated amortisation and impairment
Balance at 1 April 20241231,0553,6763975, 251
Amortisation expense4638952181
Disposals(6)---(6)
Balance at 31 March 20251631,0933,7713995,426
Net book value at 31 March 202539653433211,263
2024
TRADE
MARKS
$’000
PATENTS
$’000
CAPITALISED
DEVELOPMENT
$’000
IT, WEBSITE
DEVELOPMENT
AND SOFTWARE
$’000
TOTAL
$’000
Gross carrying amount
Balance at 1 April 20232241,2264,1034005,953
Additions – acquired20319918-420
Disposals-----
Balance at 31 March 20244271,4254 ,1214006,373
Accumulated amortisation and impairment
Balance at 1 April 2023951,0223,5683795,064
Amortisation expense283310818187
Disposals-----
Balance at 31 March 20241231,0553,6763975,251
Net book value at 31 March 202430437044531,12 2
Trademarks are amortised over their estimate useful lives, which is on average 10 years.
Patents are amortised over their estimated useful lives, which is on average 20 years.
The amortisation period for development costs incurred on the Group’s K12, M18 and Q24 product development is 8 years.
The amortisation period for the development costs incurred on the Group’s IT, website and software development is 3 years.
No impairment losses have been recorded in the current year (2024: Nil).
Capitalised product development expenditure relates to costs incurred in relation to the development of ingredient,
intermediate and food products containing BLIS, and the associated regulatory approval processes.
48
ANNUAL REPORT
Impairment test for Intangible Assets
For the purposes of preparing these accounts, the Board reviewed the intangible assets and have determined that there
is no further impairment of any intangible assets.
The Group is considered to be one cash-generating unit.
The calculation of the recoverable amount has been determined based on a value-in-use calculation that uses cash flow
projections based on the financial forecasts prepared by management covering a five-year period.
The recoverable amount calculations are most sensitive to assumptions regarding sales growth rate.
Key assumptions used in the value-in-use calculation are:
• Annual sales growth rate of between 8%–16% (2024: 9%–40%)
• Contribution margins of 67%–73% (2024: 73%–75%)
• Pre-tax discount rate of 17.43% (2024: 20.20% pre tax)
• Terminal growth rate of 2% (2024: 2%)
The calculation supports the carrying amount of intangible assets.
Reducing sales growth by 20% overall would not result in an impairment loss.
11. LEASES
Policy
The Group as a lessee
The Group leases certain property, plant and equipment. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low
value assets where the Group recognises the lease payments as an other operating expense on a straight-line basis over the
term of the lease.
Lease Liabilities
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its
incremental borrowing rate (IBR).
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments, less any lease incentives;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
Lease liabilities are presented as a separate line in the balance sheet and are subsequently measured by increasing the
carrying amount to reflect interest on the lease (using the effective interest method) and reducing the carrying amount to
reflect the lease payments made.
The Group remeasures the lease liability if:
• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
• Lease payments changing due to changes in an index or rate, in which case the lease liability is remeasured by
discounting the revised lease payments using the initial discount rate; or
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured by discounting the revised lease payments using a revised discount rate.
49
BLIS TECHNOLOGIES LIMITED
ROU assets
ROU assets comprise of the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Wherever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is
located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is
recognised and measured under NZ IAS 37. The costs are included in the related ROU asset, unless those costs are incurred
to produce inventories.
ROU assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The estimated
useful lives of ROU assets are determined on the same basis as similar owned assets within property, plant and equipment.
Depreciation starts at the commencement date of the lease.
ROU assets are presented as a separate line in the balance sheet.
The Group applies NZ IAS 36 to determine whether a ROU asset is impaired and accounts for any identified loss under the
same policy adopted for property, plant and equipment.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and ROU
asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those
payments occurs and are included in other operating expenses in the statement of comprehensive income.
Right-of-use assets
2025
PROPERTIES
$’000
OFFICE
EQUIPMENT
$’000
TOTAL
$’000
As at 1 April 202434711358
Additions416-416
Depreciation expense(252)(11)(263)
Depreciation write back on terminations---
Net book value as at 31 March 2025511-511
2024
PROPERTIES
$’000
OFFICE
EQUIPMENT
$’000
TOTAL
$’000
As at 1 April 202356521586
Additions---
Terminations(4)-(4)
Depreciation expense(214)(10)(224)
Net book value as at 31 March 202434711358
50
ANNUAL REPORT
Lease Liabilities – Maturity Analysis
2025
$’000
2024
$’000
Less than one year168177
Between one and five years421158
More than five years-54
589389
Current168177
Non-current421212
Total589389
The Group leases various properties and office equipment under non-cancellable leases expiring within one to five years.
The leases have varying terms and have no option to purchase in respect to the leased equipment in the financial year ended
31 March 2025.
20252024
Amounts recognised in consolidated statement of comprehensive income:
Depreciation of right-of-use assets263224
Interest expense on lease liabilities2631
Expense relating to short-term leases35
The total cash outflow for leases in 2025 was $240,907 (2024: $258,870).
The incremental borrowing rate applied on properties was 6.5% (2024: 6%) and office equipment 6% (2024: 6%).
The below table details changes in the Group’s lease liabilities from financing activities, including both cash and non-cash
changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the
Group’s statement of cash flows from financing activities.
2025
OPENING
BALANCE AT
1 APRIL 2024
$’000
NON-CASH
CHANGES
1
$’000
RECOGNISED
ON ACQUISITION
$’000
NON-FINANCING
CASH FLOWS
$’000
FINANCING
CASH FLOWS
$’000
CLOSING
BALANCE AT
31 MARCH 2025
$’000
Lease liabilities389416--(216)589
389416--(216)589
2024
OPENING
BALANCE AT
1 APRIL 2023
$’000
NON-CASH
CHANGES
1
$’000
RECOGNISED
ON ACQUISITION
$’000
NON-FINANCING
CASH FLOWS
$’000
FINANCING
CASH FLOWS
$’000
CLOSING
BALANCE AT
31 MARCH 2024
$’000
Lease liabilities619---(230)389
619---(230)389
(1) Non-cash changes within lease liabilities relate to new leases entered into during the financial year, interest, lease modifications and
reassessments of lease terms.
51
BLIS TECHNOLOGIES LIMITED
12. TRADE AND OTHER PAYABLES
Policy
Trade Payables
Trade payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest
rate method.
Employee Benefits
Provision is made for benefits accruing to employees in respects of wages and salaries and annual leave when it is probable
that settlement will be required, and they are capable of being measured reliably. Provisions are initially measured at fair
value and subsequently measured at amortised cost using the effective interest rate method.
Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal
values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee
benefits which are not expected to be settled within 12 months are measured at the present value of the estimated future
cash outflows to be made by the Group in respect of services provided by employees up to reporting date.
2025
$’000
2024
$’000
Trade payables1,16 0809
Employee entitlements218212
1,3781,021
13. BORROWINGS
Policy
Borrowings are recognised initially at fair value less directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest method.
2025
$’000
2024
$’000
Asset finance--
Total borrowings--
Current borrowings--
Non-current borrowings--
Total borrowings--
The Group has an undrawn trade credit loan facility with the Bank of New Zealand that has a base limit of $550,000.
The effective interest rate of the trade credit loans is between 5.89%–6.87% (2024: 5.89%–6.87%).
Security
The banking facilities from Bank of New Zealand are secured by general security agreement over all present and after
acquired property of BLIS. There is assignment of Trade Credit Insurance Policy covering export receivables and specific
security (set off and charge) over Term Deposit funds to secure NZX Bond.
52
ANNUAL REPORT
14. INVESTMENT IN SUBSIDIARY
PERCENTAGE HELD
BALANCE
DATE
PRINCIPAL
ACTIVITY20252024
BLIS Functional Foods Limited100%100%31 MarchNon-trading
15. SHARE CAPITAL AND EARNINGS / (DEFICIT) PER SHARE
NO. OF SHARES
2025
$’000NO. OF SHARES
2024
$’000
Balance at the beginning of the year (fully paid)1,279,301,59946,6491,273,801,59946,649
Shares pursuant to CEO share plan--5,500,000-
Balance at the end of the year1,279,301,59946,6491,279,301,59946,649
All 1,279,301,599 ordinary shares are issued and carry equal voting rights. All issued shares participate equally in any
dividend distribution or any surplus on winding up of the Company.
On 22 March 2024, 5,500,000 shares were issued to Mr Scott Johnson, Chief Executive of the Company. The shares were
issued at a price of $0.0151 per share. Details of this transaction is shown in note 17.
Earnings per share
2025
$’000
2024
$’000
Profit attributable to members of the Company used in calculating
basic and diluted EPS ($’000)838646
Weighted average number of ordinary shares (‘000) for basic EPS1,279,3021,273,937
Effect of dilution due to performance rights--
Weighted average number of ordinary shares (‘000) for diluted EPS1,279,3021,273,937
Earnings per share
Basic EPS (cents)0.070.05
Diluted EPS (cents)0.070.05
Recognition and measurement
Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity
(other than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.
Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be converted into ordinary
shares in the Company.
53
BLIS TECHNOLOGIES LIMITED
16. RESERVES
Nature and purpose of share based payment equity reserves
Share option equity reserve
The Share option equity reserve relates to the CEO share plan refer note 17.
Employee performance rights plan reserve
The Reserve is used to recognise the fair value of PSRs granted but not exercised. All PSRs previously granted have now
lapsed, refer to note 5.
2025
$’000
2024
$’000
Balance at the beginning of the year8074
CEO share option equity reserve-38
Expense recognised in relation to employee performance rights plan reserve(4)(32)
Balance at end of the year7680
17. RELATED PARTY TRANSACTIONS
During the year, BLIS products were sold to the following related parties (excluding web sales).
ASSOCIATE ENTITYDIRECTOR20252024
Probi ABAnita Johansen$2,531,247$1, 25 7, 3 41
In 2022 BLIS entered into a license and distribution agreement which grants Probi rights to manufacture and sell BLIS K12™
and M18™. The above reflects $1,465,176 ingredient sales and $1,066,071 license fee and royalties revenue for the year
ended 31 March 2025 (2024: $241,557 ingredient sales and $1,015,784 license fee and royalties revenue). At 31 March 2025
BLIS had a receivable balance from Probi of $377,096 (2024: $293,575).
Product seconds are made available to the staff and Board members for personal use at no charge.
CEO Share option and issue of shares to the CEO
The Company entered into a Subscription Agreement and issued 5,500,000 new ordinary shares to the CEO, Scott Johnson,
on 22 March 2024. The shares were issued for cash consideration of 1.51 cents per share being an aggregate $83,136.84,
which was satisfied by way of a contemporaneous interest free loan provided by the Company to the CEO for an aggregate
amount equivalent to the subscription price for the shares.
The loan is secured by a lien on the issued shares and repayable in equal annual instalments commencing on 31st May 2025
with the final instalment due on 31 May 2027.
The shares were issued at the volume weighted average share price for the 5 trading days prior to 22 March 2024. The issue
price was considered by the Directors of the Company to be equivalent to the price that the tranche of shares would have
been issued to an independent third party at the time of issue.
The Subscription Agreement provides security against the loan through a charge on the shares. The appropriate approach
consistent with the relevant accounting standard is to treat the entire arrangement as a share option.
Using the Black Scholes option pricing model for the CEO Share Plan at an implied volatility of 62% and referenced to the
prevailing share price of 1.5 cents on 22 March 2024 yielded an aggregate option value of $37,970. This amount was treated
as a reserve.
As a result of the charge to the statement of comprehensive income, a CEO Share Option Reserve was created in the
Consolidated Statement of Changes in Equity. Upon receipt of each of the scheduled loan repayments the notional option
value associated with each tranche transfers from the CEO Share Plan Reserve to Share Capital and the amount of each loan
repayment is recorded to equity to represent the consideration received for each tranche of shares issued to the CEO.
No consideration was received for the year ended 31 March 2025 (2024: nil).
54
ANNUAL REPORT
Fair Value of Share Options
The fair value of the share options granted during the 2024 financial year was $37,970. Options were priced using the Black-
Scholes option pricing model. Expected volatility is based on the historical share price over the past 3 years, consistent with
the options lives.
No allowance for early exercise was incorporated into the fair value calculation as it was assumed that the CEO would
exercise the options at the latest exercise date.
There are no market or service conditions.
The fair value model is most susceptible to changes in the expected volatility. Had an expected volatility of 87% been
utilised, the fair value of the share options would have been $48,806.
Inputs to the model:
Option Series
123
Grant date weighted average share price$0.015$0.015$0.015
Exercise price$0.0151$0.0151$0.0151
Expected volatility62%62%62%
Option life (years)3.192.31.0
Dividend yield0%0%0%
Risk free interest rate4.5%4.5%4.5%
Final exercise date31/05/2531/05/2631/05/27
18. COMMITMENTS FOR EXPENDITURE
As at 31 March 2025 there was $39,438 of capital expenditure commitments (2024: $34,501).
19. CONTINGENT ASSETS AND CONTINGENT LIABILITIES
There were no material contingent assets or contingent liabilities at 31 March 2025 (2024: nil).
20. SEGMENTAL REPORTING
20.1 Operating segments
The Group is internally reported as a single operating segment to the chief operating decision-maker.
20.2 Revenue from major products and services
2025
$’000
2024
$’000
The Group’s revenues from its major products and services were as follows:
BLIS products12,6 4 411, 526
Non-core business450447
Total revenue and other income13,09411,973
Non-core business includes grant and interest revenue.
55
BLIS TECHNOLOGIES LIMITED
20.3 Information about geographical areas
The Group operates in 4 principal geographical areas, New Zealand, Asia Pacific (excluding New Zealand), Europe Middle
East and Africa (EMEA) and North America.
The Group’s revenue from external customers and information about its assets by geographical location (of the customer).
REVENUE FROM EXTERNAL CUSTOMERSNON-CURRENT ASSETS
2025
$’000
2024
$’000
2025
$’000
2024
$’000
New Zealand2,0321,8392,2871,982
Asia Pacific (excl. NZ)2,2831,18 3--
EMEA3,7375,122--
North America4,5923,381--
Total revenue12,64 411, 5262,2871,982
Grant revenue2242--
Interest revenue428405--
Total revenue and other income13,09411,9732,2871,982
Included in revenue are revenues of $3,588k and $2,531k and $722k (2024: $3,854k and $1,257k and $1,220k) which arose
from sales to the Group’s three largest customers (2024: three).
Web sales are allocated to the region where the end consumer is based.
21. RECONCILIATION OF NET SURPLUS /(DEFICIT) WITH CASH FLOWS FROM
OPERATING ACTIVITIES
Policy
For the purpose of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments
in money market instruments net of outstanding bank overdrafts.
The cash flow statement is prepared exclusive of GST, which is consistent with the method used in the consolidated
statement of comprehensive income.
Definition of terms used in the cash flow statement:
Operating activities include all transactions and other events that are not investing or financing activities.
Investing activities are those activities relating to the acquisition and disposal of current and non-current investments
and any other non-current assets.
Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and
those activities relating to the cost of servicing the Group’s equity.
56
ANNUAL REPORT
2025
$’000
2024
$’000
Net surplus /(deficit) for the year838646
Adjustments for non-cash items:
Amortisation (note 10)181187
Depreciation property, plant and equipment (note 9)125117
Depreciation right of use assets (note 11)263224
Foreign exchange loss / (gain)(40)10
CEO share option expense (note 16)-38
PSR expense (note 16)(4)(32)
Loss/(gain) on fair value of foreign exchange contracts(22)34
Loss/(gain) on disposal of intangible assets26-
1,3671,224
2025
$’000
2024
$’000
Movements in working capital
Trade and other payables351(332)
Prepayments(68)1
Inventories(9)15
Trade and other receivables231147
Income tax receivable(78)-
427(169)
Net cash inflow from operating activities1,7941,055
22. FINANCIAL INSTRUMENTS
Policy
Financial Instruments
Financial assets and financial liabilities are recognised on the Group’s Balance Sheet when the Group becomes a party to the
contractual provisions of the instrument.
All of the Group’s financial assets (excluding derivative financial assets) are measured at amortised cost. Foreign exchange
contracts are measured at fair value, all of the Group’s other financial liabilities are measured at amortised cost.
57
BLIS TECHNOLOGIES LIMITED
(a) Financial risk management objectives
Exposure to credit, interest rate, foreign currency and liquidity risks arises in the normal course of the Group’s business.
The Group does not enter into derivative financial instruments for speculative purposes. The Group utilises forward cover
on confirmed foreign currency transactions. Specific risk management objectives and policies are set out below.
(b) Capital risk management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the
return to stakeholders through the optimisation of debt and equity.
The capital structure of the Group comprises issued capital reserves, share based payment equity reserves and retained
earnings as disclosed in the Statement of Changes in Equity.
The Group’s Board of Directors reviews the capital structure on a regular basis.
The Group is not subject to externally imposed capital requirements.
The Group’s overall strategy remains unchanged from 2024.
(c) Market risk
Market risk is the potential for change in the value of financial instruments caused by a change in the value, volatility
or relationship between market risks and prices. Market risk arises from the mismatch between assets and liabilities. The
Group’s activities expose it primarily to market risk associated with changes in foreign currency rates and interest rates as
set out below. These risks are measured using sensitivity analysis. The mechanisms for managing these risks are set out
below. The Group enters into foreign exchange contracts to manage its exposure to foreign currency transactions, there
have been no changes during the year to the Group’s exposure to such risks or the manner in which the risks are measured
and managed.
(d) Interest rate risk
The Group is exposed to interest rate risk as from time to time it borrows funds at floating interest rates and also invests cash
in short term deposits at fixed interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will
fluctuate due to changes in market interest rates.
Investments and borrowings at fixed interest rates expose the Group to fair value interest rate risk. The Group does not
hedge this risk. Cash flow interest rate risk is the risk that the cash flows from a financial instrument will fluctuate because of
changes in market interest rates. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk.
The Group does not hedge this risk.
(e) Foreign exchange risk
In the course of normal trading activities, the Group undertakes transactions denominated in foreign currencies;
hence exposures to exchange rate fluctuations arise. The Group enters into foreign exchange contacts on certain sales
denominated in foreign currencies to economically hedge the foreign exchange risk associated with the timing between
the date of sale and receipt of payment. The Group has not adopted hedge accounting.
The carrying amount of the Group’s foreign currency denominated monetary assets are as follows:
2025
$’000
2024
$’000
Euro8970
United States dollar903189
Canadian dollar--
58
ANNUAL REPORT
The table below details the notional principal amounts and remaining terms of foreign exchange contracts outstanding at
reporting date:
AVERAGE
CONTRACT RATE
FOREIGN
CURRENCY
NOMINAL
CONTRACT VALUE
FAIR VALUE
ASSET/(LIABILITY)
202520242025
$’000
2024
$’000
2025
$’000
2024
$’000
2025
$’000
2024
$’000
Euro
Less than 1 year-0.5595-1,080-1,063-(17)
USD
Less than 1 year0.60310.6097140838133820(7)(18)
CAD
Less than 1 year--------
1401,9181331,882(7)(35)
The above tables express foreign currency amounts in New Zealand dollar equivalents using the exchange rates at 31 March
2025 and 31 March 2024. The rates applied at 31 March were:
20252024
EUR0.52770.5530
USD0.57140.5966
CAD0.81790.8078
The fair value of the foreign exchange contracts is based on a discounted cash flow analysis using observable market data
and is a level 2 fair value measurement.
Foreign exchange rate sensitivity
Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical
movements. A movement of plus or minus 10% has therefore been applied to the exchange rates to demonstrate the
sensitivity to foreign currency risk of the Group.
The following sensitivity is based on the foreign currency risk exposures in existence at balance date. The impact of a plus or
minus 10% foreign exchange movement on New Zealand dollars against all trading currencies, with all other variables held
constant, is illustrated below:
-10%+10%
2025
$’000
2024
$’000
2025
$’000
2024
$’000
Surplus / (deficit) before tax(23)(248)(2)111
(f) Other price risk
The Group is not exposed to substantial other price risk arising from financial instruments.
(g) Credit risk
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the
Group. Financial instruments which potentially subject the Group to credit risk, principally consist of bank balances and trade
and other receivables.
59
BLIS TECHNOLOGIES LIMITED
In the normal course of business, the Group is exposed to counterparty credit risk. The maximum exposure to credit risk
is equal to the carrying value of cash and short term deposits, trade and other receivables and transactions with financial
institutions (derivative financial instruments). The Group requires payment of deposits prior to production by high credit risk
customers and carries trade credit insurance for its four largest customers. The Group, as a result of the markets in which
they operate, can be exposed to significant concentrations of credit risk from trade receivables. The Group has assessed that
there are no expected credit losses due to minimal actual or forecast defaults. They do not require any collateral or security
to support financial instruments as these represent deposits with, or loans to, banks and other financial institutions with high
credit ratings.
2025
$’000
2024
$’000
Cash and cash equivalents4,2064,272
Short term deposits5,4504,250
NZX bond7575
Trade receivables (net of loss allowance)1,0571,295
GST receivable92
10,7979,894
Ageing receivables breakdown
2025
GROSS AMOUNTS
RECEIVABLE
$’000
ALLOWANCE
FOR EXPECTED
CREDIT LOSSES
$’000
NET BALANCE
$’000
Current1,022-1,022
0–30 days (past due)31-31
31–60 days (past due)2-2
Greater than 60 days (past due)2-2
Total past due35-35
Total trade receivables1,057-1,057
2024
Current857-857
0–30 days (past due)438-438
31–60 days (past due)---
Greater than 60 days (past due)---
Total past due438-438
Total trade receivables1,295-1,295
At 31 March 2025, trade receivable includes amounts of $377k and $190k (2024: $325k, $294k and $208k) due from
the Group’s two largest receivables (2024: three). All of the Group’s bank accounts are held with Bank of New Zealand.
Otherwise the Group does not have any other concentrations of credit risk.
60
ANNUAL REPORT
(h) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group
also has approved trade funding facilities with a base limit of up to $550k which are linked to customer specific limits. As at
31 March 2025 the facility was not drawn down (2024: Nil).
The maturity profiles of the Group’s interest-bearing investments and borrowings are disclosed later in this note.
Liquidity and interest risk tables
The following tables detail the Group’s remaining contractual maturity for non-derivative financial assets and financial
liabilities. The tables have been drawn up based on the undiscounted contractual cash flows of the financial assets and
financial liabilities including interest that will accrue to those assets or liabilities.
WEIGHTED
AVERAGE
EFFECTIVE
2025 INTEREST RATE
YEARS
<1
$’000
1–2
$’000
2–3
$’000
3–4
$’000
4–5
$’000
5+
$’000
TOTAL
$’000
Financial liabilities at amortised cost
Trade payables-1,16 0-----1,16 0
Lease liabilities6.00%20120115548488661
Total1,361201155484881,821
WEIGHTED
AVERAGE
EFFECTIVE
2024 INTEREST RATE
YEARS
<1
$’000
1–2
$’000
2–3
$’000
3–4
$’000
4–5
$’000
5+
$’000
TOTAL
$’000
Financial liabilities at amortised cost
Trade payables-809-----809
Lease liabilities6.00%1944848484854440
Total1,00348484848541,249
(i) Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid
markets are determined with reference to quoted market prices; and
• The fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in
accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable
current market transactions and dealer quotes for similar instruments.
The Directors consider that the carrying amount of financial assets and financial liabilities recorded at amortised cost in the
financial statements approximates their fair values.
23. EVENTS AFTER BALANCE DATE
There were no significant events after balance date (2024: nil).
61
BLIS TECHNOLOGIES LIMITED
62
ANNUAL REPORT
ADDITIONAL
STOCK EXCHANGE
INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025
The Company’s ordinary shares are listed on the NZX Limited Main Board (NZSX).
As at 31 March 2025 the total number of issued ordinary shares in the Company was 1,279,301,599.
1. SUBSTANTIAL PRODUCT HOLDERS
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct Act
2013. These substantial product holders are shareholders that have a relevant interest in 5% or more of the ordinary shares
in the Company. As at 31 March 2025 details of the substantial product holders of the Company and their relevant interests
in the ordinary shares of the Company are as follows:
NAME OF SUBSTANTIAL PRODUCT HOLDERSHAREHOLDING AS AT 31 MARCH 2025% OF ISSUED SHARE CAPITAL
Probi AB 166,148,03412.99%
Sinclair Capital Management Limited 165,141,72912.91%
Roger Norman Macassey and Mark Andrew Taylor
as Trustees of the ES Edgar Trust 142, 213,15 811.12%
Included within the Sinclair Capital Management Limited shareholding is 142,213,158 shares in which Roger Norman
Macassey and Mark Andrew Taylor as Trustees of the E S Edgar Trust have a relevant interest as beneficial owner and are
held by Leveraged Equities Finance as legal owner.
2. SPREAD OF SECURITY HOLDERS AT 31 MARCH 2025 – ORDINARY SHARES
NUMBER OF
SECURITY HOLDERS
PERCENTAGE OF
SECURITY HOLDERS
PERCENTAGE OF
SHARES HELD
1–50,0001,24351.22%2.07%
50,001–100,00039316 .19%2.39%
100,001–150,0001536.30%1.53%
150,001–200,0001375.64%1.97%
200,001–300,0001225.03%2.43%
300,001–500,0001335.48%4.32%
500,001–1,000,0001134.66%6 .61%
1,000,001–5,000,000984.04%17.74%
5,000,001 and above351.4 4%60.94%
Total number of security holders is2,427
63
BLIS TECHNOLOGIES LIMITED
3. TWENTY LARGEST EQUITY SECURITY HOLDERS
The names of the 20 largest holders of each class of quoted equity security as at 31 March 2025 are listed below.
TOP 20 SHAREHOLDERS
NUMBER OF ISSUED
ORDINARY SHARES
PERCENTAGE
ISSUED
Leveraged Equities Finance178,989,63213.99%
Probi AB166,148,03412.99%
New Zealand Depository Nominee57,723,9954 . 51%
Custodial Services Limited35,419,4552.77%
James and May Trustee Company Limited 27,280,0002.13%
Mingchun Qiu26,895,4822.10%
Mark Alexander Stevens & Wendy Joanne Stevens & W M C Trustees Limited24,094,5771.88%
Asia Pacific Partners Limited 21,850,878 1.71%
Barry Charles Richardson & Joy Vera Richardson17, 9 0 3, 6 251.40%
Hui Ai Adriana Tong & Morlan Tong16, 878 ,1791.32%
Stephen Patrick Ward & Julie Patricia Ward & James Michael Ward15 , 3 07,1281.20%
FNZ Custodians Limited15,208,397 1.19%
Caroline Robyn Ball & Christopher John Thomson Bush11,857,9680.93%
Jennbring Fruit Ltd11,800,0000.92%
Anthony Paul Offen & Bilinda Jane Offen & Downie Stewart Trustee Limited11,15 7, 3 8 8 0.87%
Edinburgh Securities Limited11,000,0000.86%
Bilinda Jane Offen10,000,0000.78%
Circada Limited10,000,0000.78%
Richard Mark Keenan9, 8 5 7, 3 0 80.77%
Jingli Fan8,924,6920.70%
688,296,73853.80%
4. CREDIT RATING
The Company does not currently have a credit rating.
5. NZX MATTERS
No waivers were granted by NZX (or relied upon) with respect to the Company during the period 1 April 2024 to
31 March 2025.
64
Independent Auditor’s Report
To the Shareholders of BLIS Technologies Limited
Opinion
We have audited the consolidated financial statements of BLIS Technologies Limited and its
subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 31 March 2025, and
the consolidated statement of comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 32 to 60, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2025,
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.
Other than in our capacity as auditor, we have no relationship with or interests in the Company or
any of its subsidiaries, except that partners and employees of our firm deal with the Company and
its subsidiaries on normal terms within the ordinary course of trading activities of the business
of the
Company and its subsidiaries.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention 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 $205,000.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
65
Key audit matter How our audit addressed the key audit matter
Revenue recognition
As disclosed in note 2(a), the Group recognised revenue totalling
approximately $12.6 million relating to sale of finished goods,
ingredients and license fees and royalties for the year in the
consolidated statement of comprehensive income.
There is complexity involved in assessing the timing of revenue
recognition around balance date as BLIS has a large volume of
revenue transactions involving multiple product types, through
various sales channels, with different points of revenue
recognition due to dissimilar sales terms.
Revenue recognition is a key audit matter due to the significance of
the balance and the level of effort involved in performing our audit
procedures.
In performing our audit procedures:
• We evaluated the processes and controls in place over
the recording of revenue, including how the timing of
revenue is determined.
• We obtained copies of certain new customer contracts
and assessed the timing of revenue recognition for sales
made to these customers.
• We tested a sample of revenue transactions recorded
near year end and reviewed the supporting sales orders
and/or invoices and shipping documentation to assess
whether they were recorded in the correct period.
• We obtained third party confirmation of sales made to
certain customers for the full year.
• We considered the adequacy of revenue disclosures in
the consolidated financial statements.
Other information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the consolidated
financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
Directors’ responsibilities for the
consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control
as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the
audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
66
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken
so that we might state to the Company’s shareholders those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the Company’s shareholders as a body, for
our audit work, for this report, or for the opinions we have formed.
Mike Hawken, Partner
for Deloitte Limited
Dunedin, New Zealand
21 May 2025
67
BLIS TECHNOLOGIES LIMITED
68
ANNUAL REPORT
COMPANY
DIRECTORY
FOR THE YEAR ENDED 31 MARCH 2025
COMPANY NUMBER
1042367
ISSUED CAPITAL
1,279,301,599 Ordinary Shares
REGISTERED OFFICE
BLIS Technologies Limited
399 Moray Place,
Dunedin Central, Dunedin 9016
SHAREHOLDERS
Listed on the NZX Main Board
SHARE REGISTRAR
MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
DIRECTORS
G Plunket
A Johansen
A McCammon
Dr B Richardson
Dr A Stewart
CHIEF EXECUTIVE
S Johnson
AUDITORS
Deloitte Limited
BANKERS
Bank of New Zealand
SOLICITORS
Anderson Lloyd
A J Park
WEBSITE
www.blis.co.nz
www.blisprobiotics.co.nz
FACEBOOK
www.facebook.com/BLISProbioticsNZ
INSTAGRAM
www.instagram.com/blisprobiotics
LINKEDIN
www.linkedin.com/company/blis-
technologies-limited
69
BLIS TECHNOLOGIES LIMITED
70
ANNUAL REPORT
BLIS Technologies Limited
Physical address: 399 Moray Place, Dunedin 9016
Postal address: PO Box 2208, Dunedin 9044, New Zealand
info@blis.co.nz | +64 3 474 0988 | www.blis.co.nz
---
Results announcement
Results for announcement to the market
Name of issuer BLIS Technologies Limited
Reporting Period 12 months to 31 March 2025
Previous Reporting Period 12 months to 31 March 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$12,644 10%
Total Revenue $12,644 10%
Net profit/(loss) from
continuing operations
$838 30%
Total net profit/(loss) $838 30%
Interim/Final Dividend
Amount per Quoted Equity
Security
It is not proposed to pay a dividend for the 12 months to 31
March 2025.
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.0082 $0.0078
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please see attached result announcement for commentary on
the result.
Authority for this announcement
Name of person
authorised
to make this announcement
Richard Wingham
Contact person for this
announcement
Richard Wingham
Contact phone number +64 21 284 0446
Contact email address richard.wingham@blis.co.nz
Date of release through MAP
22/05/2025
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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