BLIS Technologies Limited logo

Revenue and earnings growth

Full Year Results21 May 2025BLTConsumer Staples

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.

20
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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