Annual Report • Apr 29, 2022
Annual Report
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| About Barramundi Group | 3 |
|---|---|
| Chairman's Statement | 5 |
| CEO's Message | 6 |
| Board of Directors | 8 |
| Management Team | 10 |
| Year In Review | 12 |
| Directors' Statement | 20 |
| Independent Auditor's Report | 25 |
| Consolidated Statement of Comprehensive Income | 28 |
|---|---|
| Balance Sheet | 29 |
| Consolidated Statement of Changes in Equity | 30 |
| Consolidated Statement of Cash Flows | 31 |
| Notes to the Financial Statements | 34 |
| Alternative Performance Measures | 94 |
Address: 79 Robinson Road, #07-01, Suite 719, Singapore 068897 Phone: +65 6261 0010 Email: [email protected] Website: www.barramundi.com
Founded in 2008, Barramundi Group brings great-tasting premium quality fish to the world, with sustainability at our core. Our mission is to help close the world's protein gap by tapping into the vast potential that barramundi has to offer.
We operate ocean sites in Australia, Singapore, and Brunei. With the benefit of world-class research and aquaculture technology, our sustainable best practices enable us to produce responsibly-grown barramundi while safeguarding the oceans and environmental resources.
Through an end-to end aquaculture model, we have control over the entire value chain – from egg to farm to fork – with established sales and distribution networks in many major cities. Our barramundi is available at over 1,600 restaurants, hotels, and retailers around the world.
Barramundi Group is a leader in barramundi genetics. Our advanced capabilities are underpinned by our expertise in genetics and breeding. Through a rigorous process of natural genetic selection over the past 20 years, we have developed a superior strain of barramundi that is fast growing, more disease resistant, and higher in Omega-3 fatty acids.
We believe in a holistic and preventative approach to animal health and welfare. We grow healthy barramundi through applying world-class fish husbandry, enforcing biosecurity controls, ensuring a low population density in our ocean-pens, and providing high-quality nutritional feeds developed in partnership with fish nutrition experts.
Barramundi Group operates three ocean sites in Australia, Singapore, and Brunei, each of which are the largest barramundi ocean farms in each geography. We choose to grow our fish in their natural habitat because it is the best way to ensure they are produced in an environmentallyfriendly manner. The ocean's energetic currents at our sites ensure that there is a healthy water and oxygen exchange, keeping our fish active. Our farms are certified by BAP, assuring our many customers of our focus on sustainability and focus on growing responsibly.
Our subsidiary, Fassler Gourmet, our in-house processing facility produces a diverse range of products for both home cooks and chefs and allows us to deepen innovation around a noseto-tail usage strategy for product development. Having control of processing and distribution also allows us to stay current with consumer and market trends; allowing customisation and valorisation of by-products.
We sell our barramundi under the premium brands Kühlbarra and Cone Bay Ocean Barramundi and soon, St. John's Seabass. These are trusted by customers and chefs for our commitment to sustainability and great-tasting products. Through our consumer-facing brands, our products are available in over 1,600 restaurants, hotels, and retailers in selected markets.
Our key sales and distribution channels include our e-commerce platform as well as our key customers and distribution partners in various markets. Our key partners include established heavyweights in their respective industries, from retailers (Coles, FairPrice), to airlines (Singapore Airlines), and prominent hotel chains (Hyatt, Marina Bay Sands, Sofitel Hotels & Resorts, W Hotels, and Sheraton Hotels & Resorts).
by Hans den Bieman
2021 has been a year of significant milestones for the business. Since we were founded back in 2008, our vision has always been to help close the world's protein gap by becoming a global leader of sustainably and responsibly farmed barramundi.
I am delighted that the listing on Euronext Growth Oslo last August was yet another step in the right direction to helping us achieve this.
Today, Barramundi Group is Australasia's leading barramundi producer, with our premium quality fish sold in restaurants and retailers around the world. Our success is driven by the strong prospect for ocean-raised barramundi with the species possessing all the attributes to become the "Salmon of the Tropics".
This is supported by insights demonstrating that global demand for barramundi in the next five years is expected to increase exponentially, and this presents a huge opportunity for us as we look to scale up our production.
What sets us apart from the rest of the industry? Our integrated aquaculture model from farm to fork and our strong focus on sustainability, which brings us to where we are today.
Our listing enables us to embark on our next phase of growth with an ambitious goal of growing production to 7,000 tonnes by 2026. As we look ahead we will continue to ensure that we lead the way in responsible production and sensitivity towards the environment; focusing our attention on growing at scale efficiently.
This means building our global reach and expanding into new and exciting markets, developing new technology and innovation to improve production and operational efficiencies, where we continue to identify ways in which we can further operate responsibly and sustainably into the future.
We are delighted with the strong confidence that our shareholders have demonstrated towards our mission to feed the world, as well as our growth strategy.
Our shared success today is only possible thanks to the strong support of the stock exchange, the remarkable dedication of our team and the board, and of course the continued interest from our investors and stakeholders.
There will be a lot more developments to look forward to in the year ahead across all of our key strategic business pillars. We look forward to you joining us in the next step of the journey of Barramundi Group.
What sets us apart from the rest of the industry? Our integrated aquaculture model from farm to fork and our strong focus on sustainability, which brings us to where we are today. We are extremely confident in the opportunities that are in front of us and will forge ahead with our vision to produce the best barramundi in the world to help close the global protein gap.
Hans den Bieman
by Andreas von Scholten
2021 was another exciting year with several new milestones achieved for Barramundi Group. In addition to continued revenue growth and operating improvements, Barramundi Group was admitted to the Euronext Growth Oslo stock exchange in August 2021. I am very proud of our team which continued to build on the strong momentum that started in 2020. In 2021, Barramundi Group delivered 15% growth in revenues driven by increases both in prices, volumes as well as a stellar performance in our value-added processor Fassler Gourmet. We continue to be on track to more than triple our volumes to 7,000 tons by 2026, and we have initiated plans to grow volumes significantly more beyond 2026.
With the global demand for sustainable seafood continuing to increase and wild catch meeting limitations for further growth, we continue to believe in the large potential for a sustainably grown ocean barramundi to help meet the future demand. Around the world more and more people are becoming familiar with barramundi. In Australia, barramundi continues to be one of the most popular fish to eat, and other large markets like the US and China have also seen demand increasing rapidly. We believe that demand will continue to increase, and that ocean barramundi has the potential to become one of the major premium whitefish species globally.
Barramundi Group is committed to sustainability and to reduce our carbon footprint. And while aquaculture holds great potential as a sustainable way forward in producing food, as an industry we must all continue to do more to minimise environmental impact. We are continuously focused on going above and beyond our current BAP certification for our operations, ensuring that we are consistently holding ourselves to international standards in sustainability and transparency. This includes kicking off a landmark partnership in 2021 with World Wide Fund For Nature (WWF) Singapore, where we work closely with the organisation in our efforts to achieve the Aquaculture Stewardship Council (ASC) accreditation.
In 2021, Barramundi Group's revenue increased by 15% to S\$33m. Our products were sold in more than 10 countries including Australia, US, China, Singapore and South Korea, and in more than 1,600 restaurants, hotels and retailers including Coles in Australia. We sold 1,951 tonnes from our operations in Australia and Singapore, and we produced 1,817 tonnes including a symbolic but important initial 38 tonnes in Brunei as we put fish to sea for the first time there in 2021. We continued to improve on our operating performance and achieved a 31% improvement in our Operating EBITDA to -S\$6.4m bringing the company closer to profitability. On a net profit level, one-off events, including a write-off of property, plant and equipment, and goodwill impairment following a consolidation of the Singapore operations, led to a significantly higher loss than in 2020, despite the better operating performance.
Barramundi Group continues to be on track to produce 7,000 tonnes by 2026 across the operations in Australia, Brunei and Singapore, and in 2021 we started preparations for significantly expanding the production capacity beyond 7,000 tonnes. In 2021 the company completed a state-of-the-art RAS nursery in Brunei and transferred the first fish to our newly installed ocean cages. In Australia we secured a site for a new land RAS nursery, and we recently submitted an application for 13 new ocean leases in the Kimberley region in Western Australia with a potential to produce 30,000 tonnes. In Singapore we made significant progress with the construction of the new ocean lease site near St. John's Island, and we optimized our nursery operations by relocating the production to the Marine Aquaculture Centre on St. John's Island.
I would like to take this opportunity to thank our team for all of the efforts and contributions in 2021, and to our stakeholders for the continued interest and support. Looking ahead I am very excited about the future for Barramundi Group as we continue to scale up our production and improve our operations and to fulfil our mission to bring sustainably grown ocean barramundi to the world.
As we recognise that the ecosystems we inhabit are profoundly fragile, it causes a lot more people to focus on doing the right thing, eating the right thing, and being more focused on a sustainable world. I believe that this is the way the world is going, and whoever leads this will be a winner in the future.
– Andreas von Scholten
Chairman
Hans is an industry veteran with distinguished credentials of operating and expanding companies in the aquaculture industry. Hans has an extensive network within the global aquaculture industry and has headed various seafood multinationals. He was the CEO of Heiploeg, CEO of Marine Harvest, COO of Nutreco and served as board member of multiple listed aquaculture companies in Chile, Netherlands and the USA. Hans is a graduate of Wageningen University.
Marit has over three decades in key roles at Marine Harvest Group, including managing 4,000 employees as COO of Farming from 2011 — 2018. She is a board member of AquaCon AS, Nekkar ASA, NorCod AS, Patogen AS and GC Rieber Compact AS. Marit was also Former Chair of Norwegian Seafood Export Council (2013 — 2015). She obtained her M.Sc. in Microbiology with a specialisation in Marine Ecology in 1984.
Andrew is the Managing Director of the Commonwealth Capital group of companies, which has investments along the food vertical including aquaculture, cold chain logistics, food services, and food manufacturing. He is also a board member of the Singapore Food Agency and the Infocomm Media Development Authority, council member of the Future Economy Council, MAS Payments Council, Deputy Honorary Secretary of Singapore Business Federation, co-chair of FEC Lifestyle sub-committee, President of the Restaurant Association of Singapore and a member of Committee Against Profiteering (CAP). Andrew is Singapore's non-resident Ambassador to the Kingdom of Sweden. He has previously served on the boards of SPRING Singapore, Enterprise Singapore, as non-resident fellow of NUS Eusoff Hall, chairman of Aquaculture Innovation Centre and co-lead of AgriTech AfA, Emerging Stronger TaskForce. Andrew holds a BBA from Schulich School of Business, York University, Canada.
Director
Tristan is the co-owner and Director of Knutsson Holdings AB, a diversified investment company based in Gothenburg, Sweden, as well as co-owner and Executive Chairman of TCSJOHNHUXLEY group of companies. Tristan received his B.Sc. (Hons) in Marine Biology/Oceanography from UCNW Bangor in 1994 and his PhD in Marine Biogeochemistry from the University of East Anglia in 1999. He also holds an MBA from University of Oxford (2001).
As an Executive Director of Far East Organization, Edward provides strategic leadership in the functions of Central Engineering and Development Projects. Edward's main focus at Far East Organisation is in product development and management of its in-house engineering support team. He oversees the conceptualisation, implementation and fulfilment delivery of ongoing and new development projects as well as the enhancement of existing operating assets. Edward holds a B.Sc. in Architectural Design from Stanford University.
Dato Seri Paduka Dr. Haji Abdul Manaf bin Haji Metussin is the Deputy Minister of Finance and Economy (Economy), at the Ministry of Finance and Economy. Dato Dr. Manaf started his career in Government service in 1990 and has served in various capacities in the Ministry of Primary Resources & Tourism, as well as the Prime Minister's Office, and the Ministry of Home Affairs. He has also held a number of important posts at Universiti Brunei Darussalam and Brunei Economic Development Board. Dato Dr. Manaf graduated with a B.Eng. (Hons) (1989) in Mechanical Engineering from University of Leeds, United Kingdom, and an M.Sc. in Manufacturing Systems Engineering from the University of Bradford, United Kingdom. He also holds a PhD in Management from Canterbury Business School, University of Kent, United Kingdom.
Chief Executive Officer
Andreas has more than 15 years of experience working across multiple business sectors and geographies. Prior to joining Barramundi Group, Andreas was the GM (Asia Pacific) of PHARMAQ, a part of Zoetis, the world leader in animal health. Andreas joined PHARMAQ in 2015 with Private Equity firm Permira and continued with PHARMAQ for another 4 years after the company was acquired by Zoetis.
Before PHARMAQ, Andreas was the GM (Asia Emerging Markets) of Coloplast, a leading global medical device company. Andreas joined Coloplast in 2010, holding various leadership roles in Beijing, Shanghai and Hong Kong during his time there.
Earlier in his career, Andreas was an M&A consultant with Deloitte for more than 7 years, where he also led a company through a successful turnaround. A native of Denmark, Andreas received a graduate degree from the University of Copenhagen, Harvard University, and Universidad Complutense de Madrid.
Chief Financial Officer
Helen has more than 25 years experience in managing the financial strategy and all aspects of financial, operational and business management, including projects that support funding and business growth strategies, M&A and investor activities.
She started her professional career in external audit with KPMG Singapore, subsequently assuming senior positions in regional internal audit. She served as CFO in both Australia and Singapore for listed and non-listed groups across different countries in the agriculture, retail and distribution industries.
Helen earned her Bachelor of Accounting from the University of Singapore and is a Fellow CA of the Institute of Singapore Chartered Accountants and a Fellow CPA of CPA Australia.
Chief Operating Officer
With close to four decades of experience in the aquaculture sector, Vincent is an industry veteran who has worked for several large global aquaculture operations, including a 12-year tenure as Regional Director at MOWI ASA.
Over the years, Vincent has developed his skills in strategic planning, farming, processing, sales, and finance, making him a true all-rounder in industrial aquaculture. His past achievements include operational successes such as starting greenfield operations, factory builds and rebuilds, implementing farming improvement programs, post-merger integration and consolidation projects, as well as commercial wins such as revenue growth and margin expansion.
In his most recent role, Vincent served as Group COO at Avramar, the largest producer of Mediterranean species, based in Greece and Spain.
Vincent earned his Bsc. in Biology from the University of Groningen, Netherlands in 1980 and a MSc. Biology with specialisation in aquaculture and fisheries from the Wageningen University, Netherlands in 1984.
Chief Commercial Officer
Charis is responsible for Barramundi Group's global commercial activities. At Barramundi Group, Charis oversees the company's global commercial activities, having spearheaded exponential growth in new markets like US, China, Korea etc. She also led the exponential growth of its B2C channel in Singapore and drove digital marketing activities in the region to increase Barramundi Group's brand awareness.
Charis has more than 12 years of business development and commercial experience and has led and executed many transformation initiatives in companies like Goodpack Limited (a KKR portfolio company) and Lazada (Alibaba Group). She has translated strategic priorities into actionable game plans that have increased the companies' overall value and profitability.
James was appointed Chief Marketing Officer of Barramundi Group in 2019, having been involved in the inception of Kühlbarra's branding and marketing as a consultant since 2014.
Prior to joining Barramundi Group, James held senior management positions in the Commonwealth Capital Group, a Singaporean food conglomerate with retail, manufacturing, and logistics businesses. Concurrently, James was Managing and Creative Director of Spinnaker360, an award-winning, multidisciplinary branding and design agency he founded in 2007.
James' early praxis as a marketer and brand engineer spanned the architectural, design and advertising industry. He is a regular guest lecturer at local tertiary design schools and holds a degree in Studio Arts from the Université du Concordia, Montréal.
Chief Veterinary Officer
With over 10 years in the veterinary and aquaculture industry across Europe and South East Asia, Markus brings wide experience in finfish health management and aquatic veterinary science.
His holistic understanding of the aquatic environment and expertise in vaccine development add a strong dimension to Barramundi Group. Markus has a M.Sc from the University of Stirling, UK and has published with Marine Scotland Science.
has taken is focused on becoming a global leader of sustainably and responsibly farmed barramundi. Throughout 2021 we tracked strong growth and strategic progress, and it has been a year of key
In August 2021, Barramundi Group marked a significant moment in its corporate history as it announced its admission to the Euronext Growth Oslo exchange. Trading under the stock ticker code BARRA, we debuted on the largest seafood exchange in the world as their first Australasia listing.
8.1 million new shares were issued at NOK 14.70 per share, attracting robust investor demand from investors in Norway, Singapore, Hong Kong, Switzerland, Sweden and Denmark, among others, and raising NOK 119.1 million (equivalent to SGD 18.0 million). All new funds raised will be directed towards the business to scale in capacity and offerings.
Barramundi Group currently operates three ocean farm sites in Australia, Singapore, and Brunei. In 2021, the combined production totalled approximately 1,855 tonnes. Through capacity expansion and commercial development activities, the Group plans to grow production to 7,000 tonnes by 2026.
With continuous improvement of husbandry protocols, refinements in our feeding strategies, the Group also saw significant improvement in animal health, with growth performing on model for its Australia operations, while Singapore exceeded expectations by tracking above model.
As part of its strategy of improving and expanding production, Barramundi Group welcomed industry veteran Vincent Erenst to the role of Chief Operating Officer of Production in August 2021.
In his role, Vincent will focus on strategic planning across key areas such as farming, processing, and improving survival and feed conversion rates.
Barramundi Group saw significant progress across a number of its infrastructure and expansion projects throughout 2021. A key milestone includes the completion of its Brunei hatchery and nursery, which employs state of the art recirculationg technology.
Our Brunei operations will play a key role in future business performance. Fully operational, Barramundi Group's operation will be the largest sea site for barramundi in the country:
A total of 28 units of sea cages were deployed for the sea nursery. Identifying an opportunity to contribute to the local community, we worked with local contractors for the assembly and deployment of the facilities. There was significant upskilling for local contractors due to the nature and scale of this sea nursery, which is unique in Brunei.
Meanwhile in Singapore, site assessments have been completed for the Group's new lease at St. John's Island and is on track for its farm licensing approval by early 2022.
Scan here to watch 3 Michelin-stars Chef Raymond Blanc's experience at Barramundi Group's farm in Singapore.
In preparation for the new lease and to further support our three sites for harvest and biomass growth, we have acquired a new Aquaculture Support Vessel that is future-proofed and showcases a bespoke design. The high displacement capacity allows us to cater to expected 2026 volumes and beyond, with the multi-purpose vessel equipped for towing, harvesting, and pen deployment. We are on target for sea trials and delivery slated for May 2022.
Barramundi Group continues to see strong government endorsement across all our key sites and the work that we do through our ongoing government engagement and collaborations.
Notably, we met with key government stakeholders of the Bruneian government where they offered their support to help drive the country's industry. This was off the back of a recent favourable trade partnership signed between China and Brunei, which will accelerate the commercialisation of the Brunei farm.
Over the years, Brunei has been implementing key initiatives, programmes, and projects to ensure that output from its agriculture, fisheries and forestry industries will continue to increase from year to year and contribute significantly to the nation's GDP growth, and Barramundi Group is well placed to leverage this national move.
We also hosted a visit for Singapore's Minister for Sustainability and the Environment, Grace Fu, at our new nursery extension on St. John's Island, reaffirming our support of Singapore's 2030 food security goals. Recognising the vulnerability of its food security as it imports over 90% of its food supply, Singapore has set the target of producing 30% of its nutritional needs by 2030, which includes producing 10% of the country's protein needs – from sources like meat and fish – locally.
The Group's barramundi products are currently available in over 1,600 restaurants, hotels, and retailers in selected markets. Efforts to strengthen its presence in key markets including China, US and Australia are currently underway. In addition, the Group has plans to establish partnerships for sales in new geographies and to introduce barramundi as a premium, high quality product in the EU.
Scan here to watch Chef Shannon Bennett and his visit to Barramundi Group's farm in Australia.
Despite international COVID-19 restrictions continuing to impact HORECA markets, Barramundi Group continued to invest and strengthen its positioning in both established and new markets.
The Group reported strong sales volume growth in both its key markets – Australia and Singapore – throughout the year. Recent adoption by top tier hotel chains and restaurants include prominent brandnames like Sofitel Hotels & Resorts, W Hotels, and Sheraton Hotels & Resorts.
A key revenue driver is Barramundi Group's in-house processing and product development facilities Fassler Gourmet. Despite the COVID-19 restrictions in Singapore, Fassler Gourmet saw healthy activity throughout 2021, through new customer acquisitions and strategic marketing partnerships.
Its strategic partnership with leading e-commerce marketplace Shopee saw a 194% growth in online sales revenue from Q2, with Fassler Gourmet rising to the top three meat and seafood brands on the platform.
In September 2021, the Fassler team secured another food manufacturing contract with the Yum Group for the supply of a new product line to be launched in 2022.
Adding to our portfolio of innovative products that fully utilise the entire fish, Barramundi Group also launched two new premium value-added products – Collagen and Fish Maw soup packs – in Singapore under its consumer brand, Kühlbarra. The two new product offerings are part of the Group's continued efforts to provide a greater range of products catered to meet diverse consumer tastes. Product development for additional value products are underway.
Barramundi Group continues to make inroads in China, with its products now stocked in all outlets of Shanghai's premium supermarket chain, City Shop, with tastings available at each store on weekends since August 2021 to capture an engaged target audience.
To ensure high visibility and engagement with key stakeholders of the HORECA sector, Barramundi Group supported key B2B initiatives such as Food & Hotel China – the leading Food & Beverage show in China – and Austrade events to leverage the spotlight on Australian produce.
In May 2021, we successfully pushed our products via China's largest B2C e-commerce platform Tmall, reaching out to a wider audience.
Our partnership with Coles continued to deepen in 2021, where we featured in their latest #TogetherToZero campaign. As part of its ambition to be Australia's most sustainable supermarket, Coles launched a national campaign in July 2021, that brings to life and celebrates its new Sustainability Strategy under the pillars of "Together to Zero" and "Better Together". The campaign highlights Coles' aspiration towards zero waste, zero emissions and zero hunger.
The campaign showcased our synergy with Coles in terms of our values of responsible sourcing, and we are proud to have our sustainably grown barramundi in more than 800 Coles stores nationwide.
In 2021, Barramundi Group's commitment towards greater accountability saw the Group partner with World Wide Fund For Nature (WWF) Singapore; with the aim to attain the Aquaculture Stewardship Council (ASC) accreditation for it's Singapore operations.
Signed in September 2021, the strategic engagement will see WWF-Singapore providing advice and guidance to implement an Aquaculture Improvement Project, as well as addressing gaps between current practices and the ASC standard. Throughout the work plan, WWF-Singapore will partner the Group to ensure transparent tracking of the Group's performance against pre-established milestones. The execution and delivery of the project will take place at the new grow-out site between Lazarus and at St. John's Island in the south of Singapore.
ASC certification is one of the hallmarks of the highest environmental and social sustainability standards for farmed seafood. Barramundi Group was the first company to secure a 4-star BAP rating in both Australia (in 2016) and Singapore (in 2018). Both BAP and ASC certifications are widely trusted and recognised by discerning seafood consumers globally.
The working team has since commenced the initial farm visit and gap analysis audit.
Cooked Barramundi Portion
Barramundi Group's in-house vaccines and veterinary arm, UVAXX is expanding its footprint, and is establishing a diagnostic lab in Brunei; set to be operational by H2 2022. The new diagnostic lab will enable fish health experts to facilitate real-time, in-situ diagnostics and monitoring for its Brunei operations, as well as supporting the wider aquaculture industry with animal health services and autogenous vaccines.
In 2021, UVAXX embarked on a number of research and development projects, including working with Singapore's Agency for Science, Technology and Research (A*Star) to develop a vaccine against the scale drop disease virus in barramundi.
As one of the 12 research projects on sustainable urban food production funded by the Singapore Food Agency (SFA), the project aims to strengthen fish health and in turn boost local food production and improve food security.
For the Financial Year Ended 31 December 2021
The directors are pleased to present their statement to the members together with the audited consolidated financial statements of Barramundi Group Ltd. (formerly known as Barramundi Group Pte. Ltd.) and its subsidiary corporations (the "Group") for the financial year ended 31 December 2021 and the balance sheet of the Company as at 31 December 2021.
The directors of the Company in office at the date of this statement are as follows:
Johannes Cornelis Antonius den Bieman Andrew Kwan Kok Tiong Sjoeberg Tristan Nenne Edward Averrill Ng Yong Sheng Dr Abdul Manaf Metussin (alternate director Junaidi Masri) Marit Solberg
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under "Share options" in this statement.
(a) According to the register of directors' shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:
| Holdings registered in the name of director or nominee |
Holdings in which a director is deemed to have an interest |
|||
|---|---|---|---|---|
| The Company (No. of ordinary shares) |
At 31.12.2021 | At 01.01.2021 | At 31.12.2021 | At 01.01.2021 |
| Johannes Cornelis Antonius den Bieman | 549,597(1) | 4,077,312 | – | – |
| Andrew Kwan Kok Tiong | 1,398,545(1) | – | 7,540,871 | 106,446,420 |
| Sjoeberg Tristan Nenne | 605,315(1) | 3,663,103 | – | – |
(1) Number of shares had been adjusted pursuant to the 15:1 share consolidation exercise on 5 April 2021.
For the Financial Year Ended 31 December 2021
(a) According to the register of directors' shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows: (Continued)
| Holdings registered in the name of director or nominee |
Holdings in which a director is deemed to have an interest |
||||
|---|---|---|---|---|---|
| The Company (No. of warrants) |
At 31.12.2021 | At 01.01.2021 | At 31.12.2021 | At 01.01.2021 | |
| Johannes Cornelis Antonius den Bieman(2) | – | 1,636,634 | – | – | |
| Andrew Kwan Kok Tiong(2) | – | – | – | 21,204,871 | |
| Sjoeberg Tristan Nenne(2) | – | 727,273 | – | – |
(b) According to the register of director's shareholdings, certain directors holding office at the end of the financial year had interests in options to subscribe for ordinary shares of the Company granted pursuant to the Employee Share Option Scheme and Perpetual Call Option as set out below and under "Share Options" below.
| No. of unissued ordinary shares under option |
||
|---|---|---|
| Employee Share Option Scheme | At 31.12.2021 | At 01.01.2021 |
| Johannes Cornelis Antonius den Bieman | 67,000(3) | 1,000,000 |
(2) The warrants expired during the financial year ended 31 December 2021.
(3) Number of shares had been adjusted pursuant to the 15:1 share consolidation exercise on 5 April 2021.
For the Financial Year Ended 31 December 2021
(a) Employee Share Option Scheme ("Scheme")
The Employee Share Option Scheme was approved by the Board through a Directors' Resolution passed on 1 January 2017 (the "2017 Scheme") and this was replaced by a new share option scheme (the "2020 Scheme") approved by shareholders at a Extraordinary General Meeting held on 30 September 2020. The Scheme provides a means to give recognition to employees who have contributed to the success of the Company and let them have a direct interest in the Company.
Under the Scheme, options to subscribe for the ordinary shares of the Company are granted to selected employees and chief executive officer of the Group at the discretion of the Board of Directors or its Committee. The exercise price of the option is determined at the time of the grant with reference to its fair market value under the conditions of the Scheme and approved by the Board of Directors or its Committee. The vesting period of the option is 4 years with a 2 year cliff, i.e. 50% of the shares can be exercised after 24 months followed by 25% after another 12 months and the last 25% after the last 12 months (48 months), or such date as the Board of Directors may determine. Once the options are vested, they are exercisable for a period of three years. The option may be exercised in full or in part in respect thereof, on the Company's acceptance of the exercise notice, payment of the exercise price and in accordance with the vesting schedule under the conditions of the Scheme, but no later than the expiry date.
The aggregate number of shares over which options may be granted on any date, when added to the number of shares issued and issuable in respect of all options granted under the Scheme, shall not exceed 10% of the issued shares of the Company (excluding treasury shares) from time to time.
The Company granted options under the Scheme to subscribe for 6,200,000 ordinary shares of the Company on 1 January 2017 ("2017 Options") and 3,800,000 ordinary shares of the Company on 24 May 2019 ("2019 Options") (equivalent to 413,333 shares and 253,333 shares after the 15:1 shares consolidation exercise on 5 April 2021 respectively).
In August 2021, the Company increased the vesting period for the employee share options granted in 2019 Options from four to six years and increased the exercise price to \$2.25 to reflect Initial Public Offering in the Company's share price. The fair value of the options at the date of modification was determined to be \$0.96.
On 18 August 2021, the Company granted options under the Scheme to subscribe for 133,333 ordinary shares at exercise price of \$2.25 ("2020 Options") and 533,000 ordinary shares of the Company at exercise price of \$2.25 per share ("2021 Options"). The 2020 Options are exercisable from 1 May 2022 and expire on 1 May 2027. The 2021 Options are exercisable from 1 May 2023 and expire on 1 May 2028. The total fair value of the 2020 Options and 2021 Options granted was estimated to be \$139,625 and \$597,589 respectively using the Black-Scholes formula.
Details of the share option are disclosed in Note 29 to the financial statements.
On 1 January 2017, the Company has agreed to grant Kleine Staarman Gerhard Heinrich Joseph the option to purchase all or any of the 7,000,000 ordinary shares of the Company (equivalent to 466,667 shares after the 15:1 share consolidation on 5 April 2021). In August 2021, the Company increased the exercise price to \$4.20 to reflect Initial Public Offering in the Company's share price. This option is a one-off issue outside the Employee Share Option Scheme and may be exercised at any time without an expiry date.
For the Financial Year Ended 31 December 2021
The number of unissued ordinary shares of the Company under option in relation to the Schemes outstanding at the end of the financial year was as follows:
| Employee Share Option Scheme | Perpetual Call Option | ||||
|---|---|---|---|---|---|
| Year of option | 2017 | 2019 | 2020 | 2021 | 2017 |
| Year of expiry | 2022 | 2026 | 2027 | 2028 | – |
| Exercise price per share (S\$) | 0.39 | 2.25 | 2.25 | 2.25 | 4.20 |
| Options outstanding as at 1 January 2021 |
700,000 | 2,800,000 | 3,500,000 | – | 7,000,000 |
| Effect of share consolidation(4) | – | (2,613,000) | (3,266,667) | – | (6,533,333) |
| Options granted during the year | – | – | 133,333 | 533,000 | – |
| Options cancelled during the year | (700,000) | (66,667) | (5,000) | (25,000) | – |
| Options outstanding as at 31 December 2021 |
– | 120,333 | 361,666 | 508,000 | 466,667 |
For the Financial Year Ended 31 December 2021
The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept reappointment.
On behalf of the Board of Directors
Johannes Cornelis Antonius den Bieman Director
Sjoeberg Tristan Nenne Director
For the Financial Year Ended 31 December 2021
| Group | |||
|---|---|---|---|
| Note | 2021 \$ |
2020 \$ |
|
| Revenue | 4 | 32,701,453 | 28,363,590 |
| Other income | 5 | 1,352,991 | 4,298,974 |
| Raw materials and consumables | (22,464,019) | (21,548,576) | |
| Farm personnel expenses | 6 | (8,833,826) | (7,990,463) |
| Fair value (loss)/gain on biological assets | 13 | (3,905,825) | 4,256,197 |
| Fish mortalities | 13 | (2,947,929) | (2,511,709) |
| Depreciation expenses | (3,981,041) | (3,216,843) | |
| Amortisation expenses | 17 | (564,300) | (542,872) |
| Impairment loss on goodwill | 17 | (2,500,000) | - |
| Administrative expenses | 6 | (9,986,014) | (5,654,408) |
| Distribution expenses | 6 | (1,976,722) | (2,285,932) |
| Finance expenses | 8 | (1,775,871) | (2,045,922) |
| Loss before tax | (24,881,103) | (8,877,964) | |
| Income tax credit | 9 | 20,697 | 127,292 |
| Net loss for the financial year | (24,860,406) | (8,750,672) | |
| Other comprehensive income/(loss): Items that may be reclassified subsequently to profit or loss: – Currency translation gain/(loss) on translating foreign operations |
307,458 | (795,770) | |
| Total comprehensive loss for the financial year | (24,552,948) | (9,546,442) | |
| (Loss)/profit attributable to: Owners of the Company Non-controlling interests |
(25,471,465) 611,059 (24,860,406) |
(8,809,244) 58,572 (8,750,672) |
|
| Total comprehensive (loss)/income attributable to: | |||
| Owners of the Company Non-controlling interests |
(25,164,007) 611,059 (24,552,948) |
(9,605,014) 58,572 (9,546,442) |
For the Financial Year Ended 31 December 2021
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 2021 | 2020 | 2021 | 2020 | |
| ASSETS | \$ | \$ | \$ | \$ | |
| Current assets | |||||
| Cash and cash equivalents | 10 | 28,482,011 | 29,327,259 | 12,988,307 | 9,594,144 |
| Trade and other receivables | 11 | 7,200,974 | 6,408,439 | 49,306,324 | 38,651,627 |
| Inventories | 12 | 3,511,581 | 1,966,222 | 690,125 | 160,740 |
| Biological assets | 13 | 19,384,330 | 21,883,238 | 4,815,512 | 7,065,846 |
| 58,578,896 | 59,585,158 | 67,800,268 | 55,472,357 | ||
| Non-current assets | |||||
| Investments in subsidiary corporations | 14 | - | - | 37,903,544 | 36,923,544 |
| Property, plant and equipment | 15 | 25,932,732 | 24,916,033 | 5,937,838 | 7,857,173 |
| Intangible assets | 17 | 11,175,383 | 14,239,683 | 15,300 | 15,300 |
| Biological assets | 13 | 1,083,883 | 1,049,366 | 232,438 | 238,827 |
| Trade and other receivables | 11 | - | - | 8,671,967 | 8,719,950 |
| Other assets | - | 330,108 | - | - | |
| Deferred income tax assets | 22 | 2,090,984 | 2,604,377 | - | - |
| 40,282,982 | 43,139,567 | 52,761,087 | 53,754,794 | ||
| Total assets | 98,861,878 | 102,724,725 | 120,561,355 | 109,227,151 | |
| LIABILITIES | |||||
| Current liabilities | |||||
| Trade and other payables | 18 | 9,362,551 | 20,496,590 | 6,365,983 | 16,266,869 |
| Employee benefits | 430,454 | 525,210 | - | - | |
| Borrowings | 19 | 6,630,421 | 17,410,568 | 556,512 | 18,129,724 |
| Deferred capital grants | 20 | 127,924 | 127,999 | 75,290 | 75,290 |
| 16,551,350 | 38,560,367 | 6,997,785 | 34,471,883 | ||
| Non-current liabilities | |||||
| Employee benefits | - | 112,854 | - | - | |
| Borrowings | 19 | 22,447,596 | 24,945,798 | 16,645,561 | 9,780,263 |
| Deferred capital grants | 20 | 4,857,039 | 5,244,249 | 4,763,779 | 5,098,430 |
| Provision for reinstatement | 21 | 55,980 | 55,980 | - | - |
| Deferred income tax liabilities | 22 | 3,424,010 | 3,958,100 | - | - |
| 30,784,625 | 34,316,981 | 21,409,340 | 14,878,693 | ||
| Total liabilities | 47,335,975 | 72,877,348 | 28,407,125 | 49,350,576 | |
| Net assets | 51,525,903 | 29,847,377 | 92,154,230 | 59,876,575 | |
| EQUITY | |||||
| Share capital | 23 | 153,913,373 | 105,154,252 | 153,913,373 | 105,154,252 |
| Other reserves | 24 | (2,799,486) | 79,024 | 1,531,626 | 4,730,554 |
| Accumulated losses | (105,236,358) | (79,403,214) | (63,290,769) | (50,008,231) | |
| Non-controlling interests | 5,648,374 | 4,017,315 | - | - | |
| Total equity | 51,525,903 | 29,847,377 | 92,154,230 | 59,876,575 |
The accompanying notes form an integral part of these financial statements.
For the Financial Year Ended 31 December 2021
| \$ \$ \$ \$ \$ \$ 2021 Beginning of financial year 105,154,252 79,024 (79,403,214) 25,830,062 4,017,315 29,847,377 Total comprehensive loss for the year: (Loss)/profit for the year - - (25,471,465) (25,471,465) 611,059 (24,860,406) Other comprehensive income - 307,458 - 307,458 - 307,458 - 307,458 (25,471,465) (25,164,007) 611,059 (24,552,948) Transactions with owners, recognised directly in equity: Issue of new shares 47,188,639 - - 47,188,639 - 47,188,639 Employee share option scheme - 409,993 88,321 498,314 - 498,314 Share issue expenses - (2,025,479) - (2,025,479) - (2,025,479) Expiry of warrants 1,570,482 (1,570,482) - - - - Capital contribution by non-controlling interests - - - - 1,020,000 1,020,000 Redemption of RCPS - - (450,000) (450,000) - (450,000) End of financial year 153,913,373 (2,799,486) (105,236,358) 45,877,529 5,648,374 51,525,903 2020 Beginning of financial year 105,259,252 4,735,231 (71,199,601) 38,794,882 - 38,794,882 Total comprehensive loss for the year: (Loss)/profit for the year - - (8,809,244) (8,809,244) 58,572 (8,750,672) Other comprehensive loss - (795,770) - (795,770) - (795,770) - (795,770) (8,809,244) (9,605,014) 58,572 (9,546,442) Transactions with owners, recognised directly in equity: Cancellation of shares (105,000) - - (105,000) - (105,000) Employee share option scheme - (267,874) 605,631 337,757 - 337,757 Dilution of interests in subsidiary without - (3,592,563) - (3,592,563) 3,958,743 366,180 loss of control End of financial year 105,154,252 79,024 (79,403,214) 25,830,062 4,017,315 29,847,377 |
Share capital |
Other reserves |
Accumulated losses |
Total | Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|
For the Financial Year Ended 31 December 2021
| Group | ||
|---|---|---|
| 2021 \$ |
2020 \$ |
|
| Cash flows from operating activities | ||
| Loss before tax | (24,881,103) | (8,877,964) |
| Adjustments for: | ||
| - Fair value adjustment on biological assets | 3,905,825 | (4,256,197) |
| - Amortisation of government grant | (387,285) | (127,923) |
| - Depreciation of property, plant and equipment and right-of-use assets | 3,873,263 | 3,216,843 |
| - Depreciation of biological assets | 107,778 | 85,495 |
| - Property, plant and equipment written off | 3,340,602 | 34,219 |
| - Amortisation of intangible assets | 564,300 | 542,872 |
| - Impairment loss on goodwill | 2,500,000 | - |
| - Employee share option expenses | 498,314 | 337,757 |
| - Interest expense | 1,775,871 | 2,045,922 |
| - Interest income | (21,691) | (255,586) |
| - Provision for employee benefits | (209,534) | 70,321 |
| - Gain on bargain purchase | - | (1,283,470) |
| (8,933,660) | (8,467,711) | |
| Changes in working capital: | ||
| – Biological assets | (1,625,651) | (404,398) |
| – Inventories | (1,548,291) | (119,126) |
| – Trade and other receivables | (459,901) | (115,303) |
| – Trade and other payables | 572,905 | 586,282 |
| Cash used in operations, representing net cash used in operating activities | (11,994,598) | (8,520,256) |
| Cash flows from investing activities | ||
| Acquisition of a subsidiary, net of cash acquired | - | (3,637,400) |
| Additions to property, plant and equipment | (8,033,243) | (3,625,462) |
| Interest received | 21,691 | 255,586 |
| Net cash used in investing activities | (8,011,552) | (7,007,276) |
For the Financial Year Ended 31 December 2021
| Group | ||
|---|---|---|
| 2021 \$ |
2020 \$ |
|
| Cash flows from financing activities | ||
| Proceeds from issuance of/(Payments from cancellation of) ordinary shares | 17,107,799 | (105,000) |
| Share issue expenses | (1,106,092) | - |
| Repayment of third party loans | (3,240,000) | - |
| Proceeds from borrowings | 10,657,092 | 15,775,189 |
| Repayment of lease liabilities | (1,332,493) | (1,445,313) |
| Decrease in fixed deposit pledged | - | 5,132,530 |
| Interest paid | (1,775,871) | (2,045,922) |
| Capital contribution from non-controlling interests | 1,020,000 | 366,180 |
| Proceeds from capital grants | - | 5,063,134 |
| Redemption of redeemable convertible preference shares | (2,363,725) | - |
| Net cash provided by financing activities | 18,966,710 | 22,740,798 |
| Net (decrease)/increase in cash and cash equivalents | (1,039,440) | 7,213,266 |
| Cash and cash equivalents | ||
| Beginning of the financial year | 29,327,259 | 22,043,889 |
| Effects of currency translation on cash and cash equivalents | 194,192 | 70,104 |
| End of the financial year | 28,482,011 | 29,327,259 |
For the Financial Year Ended 31 December 2021
| Loans and | Lease | ||
|---|---|---|---|
| borrowings \$ |
liabilities \$ |
Total \$ |
|
| Balance at 1 January 2020 | 20,381,924 | 3,475,063 | 23,856,987 |
| Financing cash flows (1) | 15,775,189 | (1,445,313) | 14,329,876 |
| Non-cash changes | |||
| – Addition during the year | 2,051,821 | 1,047,738 | 3,099,559 |
| – Foreign exchange movement | 619,349 | 450,595 | 1,069,944 |
| Balance at 31 December 2020 | 38,828,283 | 3,528,083 | 42,356,366 |
| Financing cash flows (1) | 10,657,092 | (1,332,493) | 9,324,599 |
| Non-cash changes | |||
| – Conversion of convertible loans | (22,645,178) | - | (22,645,178) |
| – Written-off during the year | - | (395,367) | (395,367) |
| – Addition during the year | - | 230,278 | 230,278 |
| – Foreign exchange movement | 104,361 | 102,958 | 207,319 |
| Balance at 31 December 2021 | 26,944,558 | 2,133,459 | 29,078,017 |
(1) The cash flows comprise the net amount of proceeds from borrowings and repayments of borrowings in the consolidated statement of cash flows.
For the Financial Year Ended 31 December 2021
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
Barramundi Group Ltd. (f.k.a Barramundi Group Pte. Ltd.) ("the Company") is incorporated and domiciled in Singapore. The address of its registered office is 35 Fishery Port Road, 116 New Fish Merchant Building, Singapore 619742.
With effect from 6 August 2021, the Company was converted into a public limited company and the name was changed from Barramundi Group Pte. Ltd. to Barramundi Group Ltd.. On 12 August 2021, the Company was listed on Euronext Growth Oslo.
The principal activities of the Company are those of commercial farming, distribution and sale of sea water barramundi. The principal activities of the subsidiary corporations are disclosed in Note 14.
The Company's immediate holding corporation is Barramundi Asia Holdings Pte. Ltd., incorporated in Singapore. The ultimate holding corporation is Commonwealth Harvests Pte. Ltd., incorporated in Singapore. Subsequent to the listing of the Company on 12 August 2021, Barramundi Asia Holdings Pte. Ltd. and Commonwealth Harvests Pte. Ltd. ceased to be the immediate and ultimate holding corporation of the Company and Group respectively.
The COVID-19 pandemic has continued to affect almost all countries of the world and there has been disruption to global trade due to restrictions for cross-border movement, production stoppages, workplace closures, movement controls and other measures imposed by the various governments. The Group's significant operations are Singapore and Australia, all of which have been affected by the spread of COVID-19 in 2021.
Set out below is the impact of COVID-19 on the Group's financial performance reflected in this set of financial statements for the year ended 31 December 2021.
Continuous assessment is made for each reporting period on whether there is any indication that the Group's assets and liabilities may be impacted adversely. If any such indication of uncertainties exists, an estimate is made of the fair value of the account balances.
For the Financial Year Ended 31 December 2021
These financial statements have been prepared in accordance with Singapore Financial Reporting Standards (International) ("SFRS(I)") under the historical cost convention, except as disclosed in the accounting policies below. SFRS(I)s comprise Standards and Interpretations that are equivalent to International Financial Reporting Standards (IFRS Standards) issued by the International Accounting Standards Board (IASB).
The preparation of these financial statements in conformity with SFRS(I) requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are disclosed in Note 3.
On 1 January 2021, the Group has adopted the new or amended SFRS(I) and Interpretations of SFRS(I) ("INT SFRS(I)") that are mandatory for application for the financial year. Changes to the Group's accounting policies have been made as required, in accordance with the transitional provisions in the respective SFRS(I) and INT SFRS(I).
The adoption of these new or amended SFRS(I) and INT SFRS(I) did not result in substantial changes to the Group's accounting policies and had no material effect on the amounts reported for the current or prior financial years.
The financial statements have been prepared on a going concern basis which contemplates that the Group will be able to pay its debts as and when they fall due and payable and realise its assets and extinguish its liabilities in the ordinary course of business and at the amounts included in the financial statements.
During the financial year ended 31 December 2021, the Group recorded a net loss before tax for the year of \$24,881,103 (31 December 2020: \$8,877,964) and net cash used in operating activities of \$11,994,598 (31 December 2020: \$8,520,256). There was a viral outbreak at the Singapore farm during the financial year resulted in elevated mortalities at sea at the end of the financial year. The Group will undertake a joint vaccine field trial together with a major multinational pharmaceutical; having researched this viral pathogen for numerous years. A viable vaccine to treat this virus is likely to have a positive impact to biological performance. These events and conditions may cast significant doubt on the Group's ability to continue as a going concern.
To ensure sufficient and adequacy of funds to meet its debt obligations and working capital, management had cleared out certain financial liabilities and in August 2021 successfully fundraised \$18,027,186 (Note 23) by way of issuing ordinary shares and a listing on Euronext Growth Oslo. Management has prepared and presented a 12 months cash flow forecast to the Board of Directors which demonstrates that the Group will have sufficient funds available to continue as a going concern for at least the next 12 months.
Accordingly, the directors believe the use of the going concern assumption in preparing these financial statements is appropriate.
For the Financial Year Ended 31 December 2021
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Revenue is recognised when the Group satisfies a performance obligation by transferring promised goods or services to the customer, which is when the customer obtains control of the goods or services. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.
Revenue from sale of goods and services in the ordinary course of business is recognised at a point in time when the Group satisfies its performance obligation (PO) by transferring the control of the promised goods or services to the customer, which is when the goods are delivered to the destination specified by the customer, typically based on incoterms specified in the contract. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.
The transaction price is allocated to each PO in the contract on the basis of the relative stand-alone selling prices of the promised goods or services. The individual standalone selling price of a good or service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods and/or services with observable stand-alone selling prices. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.
Interest income, including income arising from financial instruments, is recognised using the effective interest method.
Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.
Government grants relating to assets are presented in the balance sheet as deferred income and is amortised to profit or loss over the expected useful life of the relevant asset by equal annual instalments.
For the Financial Year Ended 31 December 2021
Subsidiary corporations are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests comprise the portion of a subsidiary corporation's net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity, and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
The acquisition method of accounting is used to account for business combinations entered into by the Group.
The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets.
The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to the paragraph "Intangible assets – Goodwill" for the subsequent accounting policy on goodwill.
For the Financial Year Ended 31 December 2021
(iii) Disposals
When a change in the Group's ownership interest in a subsidiary corporation results in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.
Please refer to the paragraph "Investments in subsidiary corporations" for the accounting policy on investments in subsidiary corporations in the separate financial statements of the Company.
Leasehold property is initially recognised at cost. It is subsequently carried at the revalued amount less accumulated depreciation and accumulated impairment losses.
Leasehold property is revalued by independent professional valuers on a triennial basis and whenever their carrying amounts are likely to differ materially from their revalued amounts. When an asset is revalued, any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset.
Increases in carrying amounts arising from revaluation, including currency translation differences, are recognised in other comprehensive income and accumulated in equity, unless they reverse a revaluation decrease of the same asset previously recognised in profit or loss. In this case, the increase is recognised in profit or loss. Decreases in carrying amounts are recognised in other comprehensive income to the extent of any credit balance existing in the equity in respect of that asset and reduces the amount accumulated in equity. All other decreases in carrying amounts are recognised in profit or loss.
(ii) Other property, plant and equipment
All other items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.
(iii) Components of costs
The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
For the Financial Year Ended 31 December 2021
(b) Depreciation
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:
| Useful lives | |
|---|---|
| Leasehold improvements | 5 - 20 years |
| Plant, equipment and boats | 3 - 20 years |
| Nets, cages and moorings | 10 - 40 years |
| Office and computer equipment | 3 - 10 years |
| Motor vehicles | 5 years |
| Leasehold land, sea and buildings | 2 - 30 years |
| Leasehold property | 30 years |
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.
Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use.
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss within "administrative expenses". Any amount in revaluation reserve relating to that item is transferred to accumulated losses directly.
(a) Goodwill
Goodwill on acquisitions of subsidiary corporations and businesses, represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiary corporations is recognised separately as intangible assets and carried at cost less accumulated impairment losses.
Gains and losses on the disposal of subsidiary corporations include the carrying amount of goodwill relating to the entity sold.
For the Financial Year Ended 31 December 2021
Trademarks acquired from business acquisition are capitalised at fair value at the date of acquisition. After initial recognition, the acquired trademarks are carried at cost less accumulated amortisation and any accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over 12.4 years, which is the shorter of their estimated useful lives and periods of contractual rights.
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.
Club memberships relate to the entrance fees paid for the right to use the facilities of the clubs. Club membership is measured on initial recognition at cost. The cost of club memberships is the fair value as at the date of acquisition. Subsequent to recognition, club memberships are carried at cost less any accumulated impairment losses.
Club memberships with indefinite useful lives are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such club memberships are not amortised. The useful life of a club membership with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arises from de-recognition of club memberships are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.
Borrowing costs are recognised in profit or loss using the effective interest method.
Investments in subsidiary corporations are carried at cost less accumulated impairment losses in the Company's balance sheet. On disposal of such investments, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
For the Financial Year Ended 31 December 2021
(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group's cash-generating-units ("CGU") expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU's fair value less cost to sell and valuein-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
(b) Intangible assets
Property, plant and equipment Investments in subsidiary corporations
Intangible assets, property, plant and equipment and investments in subsidiary corporations are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating units ("CGU") to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.
For the Financial Year Ended 31 December 2021
(a) Classification and measurement
The Group classifies and measures its financial assets at amortised cost. The classification depends on the Group's business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Group reclassifies debt instruments when and only when its business model for managing those assets changes.
At initial recognition, the Group measures a financial asset at its fair value plus, transaction costs that are directly attributable to the acquisition of the financial asset.
Debt instruments mainly comprise of cash and cash equivalents and trade and other receivables.
The following is the prescribed subsequent measurement category, depending on the Group's business model in managing the assets and the cash flow characteristics of the assets.
Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is recognised using the effective interest rate method.
The Group assesses on a forward-looking basis the expected credit losses associated with its debt financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 28 details how the Group determines whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by SFRS(I) 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
For cash and bank deposits and other receivables, the general 3 stage approach is applied. Credit loss allowance is based on 12-month expected credit loss if there is no significant increase in credit risk since initial recognition of the assets. If there is a significant increase in credit risk since initial recognition, lifetime expected credit loss will be calculated and recognised.
For the Financial Year Ended 31 December 2021
Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss.
On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognised in profit or loss if there was no election made to recognise fair value changes in other comprehensive income. If there was an election made, any difference between the carrying amount and sales proceed amount would be recognised in other comprehensive income and transferred to retained profits along with the amount previously recognised in other comprehensive income relating to that asset.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the reporting date, in which case they are presented as non-current liabilities.
(a) Borrowings
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
(b) Convertible loans
The total proceeds from convertible loans issued are allocated to the liability component and the equity component, which are separately presented on the balance sheet.
The liability component is recognised initially at its fair value, determined using a market interest rate for equivalent non-convertible loans. It is subsequently carried at amortised cost using the effective interest method until the liability is extinguished on conversion or redemption of the bonds.
The difference between the total proceeds and the liability component is allocated to the conversion option (equity component), which is presented in equity net of any deferred tax effect. The carrying amount of the conversion option is not adjusted in subsequent periods. When the conversion option is exercised, its carrying amount is transferred to the share capital. When the conversion option lapses, its carrying amount is transferred to retained profits.
For the Financial Year Ended 31 December 2021
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.
Preference shares capital which are mandatory redeemable on a specific date are classified as financial liabilities. The dividends on these preference shares are recognised as finance expenses.
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
• Right-of-use assets
The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
Right-of-use assets are presented within "Property, plant and equipment".
• Lease liabilities
The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.
Lease payments include the following:
For the Financial Year Ended 31 December 2021
When the Group is the lessee: (continued)
• Lease liabilities (continued)
Lease liability is measured at amortised cost using the effective interest method. Lease liability shall be remeasured when:
Lease liability is remeasured with a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
• Short-term and low-value leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.
Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out method. The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and applicable variable selling expenses. The amount of any write-down of inventories to net realizable value shall be recognised as an expense in the period the write-down occurs. The amount of any reversal of write-down of inventories, arising from an increase in net realizable value, shall be recognised as a reduction in the amount of inventories recognised or an expense in the period in which the reversal occurs.
The Group's biological assets comprise of a) live fish that are divided into two main groups, depending on the stage of the life cycle and b) broodstock. At the earlier stage of the life cycle, the fish are classified in group (1) immature fish in land nursery at cost. During this stage, the fish are kept on shore. When the fish are large enough for release to sea, they are classified in group (2) fish at sea. Fish at sea can be further divided into mature fish at sea at fair value and immature fish at sea at cost. The Group considers live fish weighing more than 500grams to have an active and established market. These fish are classified as mature fish at sea at fair value, while fish that have not yet achieved this weight are classified as immature fish at sea at cost.
Mature live fish at sea at fair value are carried at fair value less estimated point-of-sale costs (harvesting costs and transport costs). The Group estimates the fair value of live fish based on the biomass at sea for each location and observed market prices for harvested fish at the balance sheet date in the respective markets in which the Group operates. The observed market prices are based on historical selling prices. The adjustment for point-of-sale costs is based on the Group's historical costs per location. The difference between the fair values of the biological assets and the carrying amounts at the end of the period is recognised as a fair value adjustment in profit or loss.
For the Financial Year Ended 31 December 2021
Immature live fish at sea at cost could have production cost per kilogram (kg) higher than market prices per kg for harvested fish. If this is the case the fish is carried at the higher of the two if it is reasonable that the production cost will be fully covered through further farming and later sale. If further growth and sale is not expected to cover the cost of production, the fish is carried at the estimated value based on market prices.
The income or loss which will be recognised on sale may differ materially from that implied by the fair value adjustment at the end of a period. The fair value adjustment on biological assets has no cash impact and does not affect the results of operations before unrealised fair value adjustments.
Write-downs of biological assets occur due to mortality, which are expensed to profit or loss.
Broodstock is stated at cost less accumulated depreciation and any impairment losses. Broodstock is depreciated on a straight-line basis over their estimated useful lives of 9 years.
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
For the Financial Year Ended 31 December 2021
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
A provision is made using best estimates of the amount required in settlement and where the effect of the time value of money is material, the amount recognised is the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised in the statement of comprehensive income as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the changes arise.
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.
The Group operates an equity-settled, share-based compensation plan. The value of the employee services received in exchange for the grant of options is recognised as an expense with a corresponding increase in the share option reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted on grant date. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date.
At each balance sheet date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognise the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the share option reserve over the remaining vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the related balance previously recognised in the share option reserve are credited to the share capital account, when new ordinary shares are issued, or to the "treasury shares" account, when treasury shares are re-issued to the employees.
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
For the Financial Year Ended 31 December 2021
(a) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates ("functional currency"). The financial statements are presented in Singapore Dollars ("\$"), which is the functional currency of the Company.
(b) Transactions and balances
Transactions in a currency other than the functional currency ("foreign currency") are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in other comprehensive income and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.
Foreign exchange gains and losses that relate to borrowings are presented in the income statement within "finance expense". All other foreign exchange gains and losses impacting profit or loss are presented in the income statement within "administrative expenses".
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
(c) Translation of Group entities' financial statements
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
For the Financial Year Ended 31 December 2021
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are presented as current borrowings on the balance sheet. For cash subjected to restriction, assessment is made on the economic substance of the restriction and whether they meet the definition of cash and cash equivalents.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company's option, and any dividends are discretionary. Discretionary dividends thereon are recognised as distributions within equity upon approval by the Company's shareholders.
Preference share capital is classified as a financial liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Non-discretionary dividends thereon are recognised as interest expense in profit or loss as accrued.
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In performing the impairment assessment of the carrying amount of goodwill, as disclosed in Note 17, the recoverable amounts of the cash-generating units ("CGUs"), in which goodwill has been attributable to, are determined using valuein-use ("VIU") calculations. These calculations require estimates and assumptions (Note 17).
The sensitivity analysis on the key assumptions applied in the calculations are disclosed in Note 17 to the financial statements.
During the financial year, there was a viral outbreak at the Singapore farm which resulted in elevated mortalities at sea at the end of the financial year. Therefore, write down of incident-based mortalities is accounted for in the period when incidents occurred. The written down value was determined using interpolation method which requires estimates and assumptions made by management.
If the total mortality had been higher/lower by 10% from management's estimates, the Group's loss before tax would be higher/lower by \$181,090.
For the Financial Year Ended 31 December 2021
Revenue represents sales of goods and services and is recognised at a point in time.
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| 32,641,453 | 28,363,590 | ||
| 60,000 | - | ||
| 32,701,453 | 28,363,590 |
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Interest income from bank deposits | 21,691 | 255,586 | |
| Amortisation of capital grants | 387,285 | 127,923 | |
| Grants received (1) | 296,837 | 1,439,550 | |
| Insurance claim funds | 102,751 | - | |
| Net foreign exchange gain | - | 1,023,872 | |
| Gain on bargain purchase (Note 27) | - | 1,283,470 | |
| Other income from third party loan | 303,829 | - | |
| Disposal of lease | 66,668 | - | |
| Others | 173,930 | 168,573 | |
| 1,352,991 | 4,298,974 |
(1) Grant income of \$187,517 (2020: \$645,835) was recognised during the financial year under the Jobs Support Scheme (the "JSS"). The JSS is a temporary scheme introduced in the Singapore Budget 2020 to help enterprises retain local employees. Under the JSS, employers will receive cash grants in relation to the gross monthly wages of eligible employees.
Grant income of nil (2020: \$729,000) was recognised during the financial year under the Jobkeeper Grant. The Jobkeeper Grant is a program introduced in Australia, which broadly comprises a wage subsidy to help businesses keep staff employed. Under the Jobkeeper Grant, eligible employers will receive cash grants in relation to the wages of eligible employees.
Grant income of \$37,577 was recognised during the financial year under the A*STAR Grant. The A*STAR Grant is a grant given for research on multipronged approach toward vaccine development against Scale Drop Disease Virus (SDDV) in Asia Seabass.
Grant income of \$66,285 was recognised during the financial year under SGUnited Traineeships Programme. The aim of this programme is to provide traineeship opportunities to individuals who have recently graduated or will soon be graduating. Under the SGUnited Traineeships Programme, employers will receive training allowance in reimbursement basis after fulfilling the criteria as stipulated in the Letter of Offer.
For the Financial Year Ended 31 December 2021
The Group's loss before income tax is arrived at after charging the following:
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Farm personnel expenses | 8,833,826 | 7,990,463 | |
| Administrative expenses | 9,986,014 | 5,654,408 | |
| Distribution expenses | 1,976,722 | 2,285,932 | |
| 20,796,562 | 15,930,803 |
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Employee compensation (Note 7) | 14,274,295 | 13,572,110 | |
| Advertisement and promotion | 317,685 | 236,429 | |
| Net foreign exchange loss | 552,042 | - | |
| Legal and professional fees | 292,158 | 443,015 | |
| Property, plant and equipment written off (1) | 3,340,602 | 34,219 | |
| Share issue expenses | 645,630 | - | |
| Other expenses | 1,374,150 | 1,645,030 | |
| Total farm personnel expenses, administrative expenses and distribution expenses |
20,796,562 | 15,930,803 |
(1) Property, plant and equipment written off relates mainly to write off of Singapore's Semakau nursery following a consolidation of the Singapore operation.
For the Financial Year Ended 31 December 2021
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Wages and salaries | 11,583,156 | 10,465,235 | |
| Employer's contribution to defined contribution plans | 216,712 | 256,743 | |
| Share-based payments | 498,314 | 337,757 | |
| Other short-term benefits | 1,976,113 | 2,512,375 | |
| 14,274,295 | 13,572,110 |
| Group | ||||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
|||
| Interest expenses: | ||||
| – Bank borrowings | 975,807 | 1,046,082 | ||
| – Lease liabilities | 152,675 | 306,207 | ||
| – Convertible loans | 647,389 | 693,633 | ||
| 1,775,871 | 2,045,922 |
For the Financial Year Ended 31 December 2021
| Group | ||||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
|||
| Tax credit attributable to loss is made up of: | ||||
| Deferred income tax (Note 22) | 20,697 | 127,292 |
The tax on the Group's loss before tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as follows:
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Loss before tax | (24,881,103) | (8,877,964) | |
| Tax calculated at tax rate of 17% (2020: 17%) | (4,229,787) | (1,509,254) | |
| – Different tax rates in other countries | (680,816) | (688,604) | |
| – Expenses not deductible for tax purposes | 1,343,588 | 1,885,892 | |
| – Tax incentives | (15,000) | (15,000) | |
| – Income not subject to tax | - | (573,000) | |
| – Change in unrecognised temporary differences | 3,831,419 | 931,219 | |
| – Utilisation of unrecognised tax losses | (270,101) | (179,219) | |
| – Others | - | 20,674 | |
| (20,697) | (127,292) |
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Cash at bank and on hand | 23,480,750 | 13,360,354 | 12,988,307 | 9,594,144 |
| Short-term bank deposits | 5,001,261 | 15,966,905 | - | - |
| 28,482,011 | 29,327,259 | 12,988,307 | 9,594,144 |
For the Financial Year Ended 31 December 2021
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Current | ||||
| Trade receivables: | ||||
| – Non-related parties | 4,188,524 | 3,783,009 | 1,565,598 | 1,324,529 |
| – Affiliated company of the Group | - | 69,281 | - | 52,334 |
| – Subsidiary corporations | - | - | 1,785,433 | 1,143,944 |
| 4,188,524 | 3,852,290 | 3,351,031 | 2,520,807 | |
| Less: Loss allowance | (28,910) | (91,683) | (28,910) | (28,361) |
| 4,159,614 | 3,852,290 | 3,322,121 | 2,492,446 | |
| Other receivables: | ||||
| – Non-related parties | 926,550 | 467,784 | 178,028 | 163,932 |
| – Subsidiary corporations | - | - | 45,460,030 | 35,873,360 |
| 926,550 | 467,784 | 45,638,058 | 36,037,292 | |
| Less: Loss allowance | (30,875) | - | (1,276,473) | (1,276,473) |
| 895,675 | 467,784 | 44,361,585 | 34,760,819 | |
| Advances to customers | 47,833 | 11,932 | - | - |
| Deposits | 608,796 | 613,661 | 360,022 | 355,076 |
| Prepayments | 1,489,056 | 1,554,455 | 1,262,596 | 1,043,286 |
| 7,200,974 | 6,408,439 | 49,306,324 | 38,651,627 | |
| Non-current | ||||
| Other receivables – subsidiary corporation | - | - | 8,671,967 | 8,719,950 |
Trade and other receivables to subsidiary corporations and affiliated company of the Group are unsecured, interest-free and repayable on demand.
The loan to a subsidiary corporation is unsecured. Loan amounting to \$8,671,967 (2020: \$8,719,950) is repayable in full by 14 September 2023. Interest is fixed at 10% (2020: 10%) per annum.
For the Financial Year Ended 31 December 2021
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Finished goods | 2,736,309 | 1,474,996 | 420,050 | 31,395 |
| Feed and medication | 775,272 | 272,776 | 270,075 | 129,345 |
| 3,511,581 | 1,966,222 | 690,125 | 160,740 |
The cost of inventories recognised as an expense and included in "raw materials and consumables" amounted to \$17,118,180 (2020: \$12,052,277).
There is no write down of inventories during the financial years ended 31 December 2021 and 2020.
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Mature fish at sea at fair value | 19,186,202 | 21,873,722 | 4,815,512 | 7,065,846 |
| Immature fish at sea at cost | 620,793 | 222,887 | 190,942 | 139,848 |
| Immature fish in nursery at cost | 41,496 | 108,495 | 41,496 | 98,979 |
| Broodstock | 619,722 | 727,500 | - | - |
| 20,468,213 | 22,932,604 | 5,047,950 | 7,304,673 |
Biological assets are presented in the Balance Sheet as follows:
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Current | 19,384,330 | 21,883,238 | 4,815,512 | 7,065,846 |
| Non-current | 1,083,883 | 1,049,366 | 232,438 | 238,827 |
| Total | 20,468,213 | 22,932,604 | 5,047,950 | 7,304,673 |
For the Financial Year Ended 31 December 2021
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| At the beginning of the year | 22,932,604 | 16,661,855 | 7,304,673 | 4,988,846 |
| Acquisition through business combination (Note 27) |
- | 812,995 | - | - |
| Fish mortalities | (2,947,929) | (2,511,709) | (1,716,101) | (812,334) |
| Cost of fingerlings, feed and medication | 13,075,255 | 11,345,571 | 2,837,568 | 2,961,672 |
| Cost of fish harvested | (8,609,453) | (8,514,959) | (1,445,547) | (1,754,456) |
| Fair value adjustment on biological assets | (3,905,825) | 4,256,197 | (1,932,643) | 1,920,945 |
| Exchange rate movement | (76,439) | 882,654 | - | - |
| At the end of the year | 20,468,213 | 22,932,604 | 5,047,950 | 7,304,673 |
At 31 December 2021, the Group and the Company held 2,106,080kg and 380,851kg (2020: 2,278,757kg and 561,757kg) of fish in cages at sea respectively. The amount disclosed is net of write down of incidental based mortalities as disclosed in Note 3.1(b) to the financial statements.
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Cost | |||
| Beginning of financial year | 970,000 | - | |
| Acquisition through business combinations (Note 27) | - | 970,000 | |
| End of financial year | 970,000 | 970,000 | |
| Accumulated depreciation | |||
| Beginning of financial year | 242,500 | - | |
| Acquisition through business combinations (Note 27) | - | 157,005 | |
| Depreciation charge | 107,778 | 85,495 | |
| End of financial year | 350,278 | 242,500 | |
| Net book value | |||
| End of financial year | 619,722 | 727,500 | |
For the Financial Year Ended 31 December 2021
| Company | ||
|---|---|---|
| 2021 \$ |
2020 \$ |
|
| Equity investments at cost | ||
| Beginning of financial year | 36,923,544 | 19,820,723 |
| Addition | 980,000 | 17,102,821 |
| End of financial year | 37,903,544 | 36,923,544 |
On 5 July 2021, the Group's subsidiary corporation, Fassler Gourmet Pte Ltd allotted and issued 20,408,163 ordinary shares of which the Company subscribed to 10,000,000 ordinary shares for a cash consideration of \$980,000 and an affiliated company subscribed to the remaining 10,408,163 of ordinary shares for a cash consideration of \$1,020,000. There is no change in Group's percentage of ownership in Fassler.
On 2 January 2020, the Company completed the acquisition of 100% equity interest in Fassler Gourmet Pte. Ltd. ("Fassler") for a total deemed consideration of \$6,219,000. \$4,200,000 of the purchase consideration was paid in cash on settlement whilst the remaining balance of \$1,800,000 was payable no later than 30 June 2021 with an interest rate of 10% per annum, representing a fair value of \$2,019,000.
On 22 July 2020, Fassler allotted and issued 6,326,531 ordinary shares, of which the Company and an affiliated company subscribed to 2,590,000 and 3,736,531 of the said ordinary shares for a cash consideration of S\$253,820 and S\$366,180 respectively. Consequently, the equity interest of the Company decreased from 100% to 49%.
On 12 March 2020, the Company completed the acquisition of 100% equity interest in Allegro Aqua Pte. Ltd. ("Allegro") for a consideration of \$2,200,000 in cash and via allotment of 27,000,000 redeemable convertible preference shares ("RCPS") at \$0.60 per RCPS of the Company, representing a total deemed consideration of \$10,630,000.
For the Financial Year Ended 31 December 2021
| Name | Principal activities |
Proportion of Country of ordinary shares business/ directly held by incorporation the Company |
Proportion of ordinary shares held by the Group |
Proportion of ordinary shares held by non controlling interests |
||||
|---|---|---|---|---|---|---|---|---|
| 2021 % |
2020 % |
2021 % |
2020 % |
2021 % |
2020 % |
|||
| Held by the Company | ||||||||
| UVAXX Pte. Ltd.(1) | Development and sale of vaccines for fish |
Singapore | 100 | 100 | 100 | 100 | - | - |
| Marine Produce Australia Pty Ltd (2) |
Ocean farming of finfish |
Australia | 100 | 100 | 100 | 100 | - | - |
| Barramundi Asia (Shanghai) Co Ltd. (4) |
Import and trading of fish |
China | 100 | 100 | 100 | 100 | - | - |
| Barramundi Group (Brunei) Sdn. Bhd. (3) |
Ocean farming of finfish |
Brunei | 99 | 99 | 99 | 99 | - | - |
| Fassler Gourmet Pte Ltd ("Fassler") (1) (5) |
Processing and supply of fresh and frozen food |
Singapore | 49 | 49 | 49 | 49 | 51 | 51 |
| Allegro Aqua Pte. Ltd. (4) |
Farming of seabass and general trade |
Singapore | 100 | 100 | 100 | 100 | - | - |
| Held by UVAXX Pte. Ltd. | ||||||||
| UVAXX Australia Pty Ltd (6) |
Development and sale of vaccines for fish |
Australia | 100 | - | 100 | - | - | - |
| Held by Marine Produce Australia Pty Ltd | ||||||||
| MPA Fish Farms Pty Ltd (2) |
Ocean farming of finfish |
Australia | 100 | 100 | 100 | 100 | - | - |
| MPA Marketing Pty Ltd (2) |
Sale and distribution of ocean farmed finfish |
Australia | 100 | 100 | 100 | 100 | - | - |
| Carrying amount of non-controlling interests | 2021 \$ |
2020 \$ |
||||||
| Fassler Gourmet Pte Ltd | 5,648,374 | 4,017,315 |
(1) Audited by Nexia TS Public Accounting Corporation, Singapore.
(2) Audited by KPMG LLP Australia.
(3) Audited by Deloitte & Touche, Brunei.
(5) Considered as subsidiary corporation of the Company as the directors of the Company assessed that the Group has the practical ability to direct the relevant activities of Fassler. (6) Incorporated and dormant during the financial year ended 31 December 2021
(4) Reviewed by Nexia TS Public Accounting Corporation, Singapore for purposes of consolidation.
For the Financial Year Ended 31 December 2021
Net cash generated from financing activities
Set out below are the summarised financial information for Fassler that has non-controlling interests ("NCI") that are material to the Group. These are presented before inter-company eliminations.
| Summarised balance sheet | 2021 \$ |
2020 \$ |
|---|---|---|
| Current | ||
| Assets | 13,765,809 | 11,056,249 |
| Liabilities | (5,181,442) | (4,449,799) |
| Total current net assets | 8,584,367 | 6,606,450 |
| Non-current | ||
| Assets | 5,904,688 | 5,919,846 |
| Liabilities | (4,226,390) | (5,461,785) |
| Total non-current net assets | 1,678,298 | 458,061 |
| Net assets | 10,262,665 | 7,064,511 |
| Accumulated NCI | 5,648,374(1) | 4,017,315 |
| Summarised income statement | 2021 \$ |
2020 \$ |
| Revenue | 11,642,869 | 9,145,849 |
| Profit before tax | 1,198,154 | 547,042 |
| Income tax expense | - | - |
| Total comprehensive income for the year | 1,198,154 | 547,042 |
| Total comprehensive income allocated to NCI | 611,059 | 58,572 |
| Summarised cash flows | 2021 \$ |
2020 \$ |
| Net cash generated from/(used in) operating activities | 580,117 | (5,292,218) |
| Net cash generated from investing activities | 65,862 | 131,339 |
(1) Included in the movement of the accumulated NCI for the financial year ended 31 December 2021 is the capital contribution by NCI of \$1,020,000 for the increase in paid-up share capital in Fassler
820,262 6,621,971
For the Financial Year Ended 31 December 2021
On 22 July 2020, the Group's subsidiary corporation, Fassler allotted and issued 6,326,531 ordinary shares of which the Company subscribed to 2,590,000, for a cash consideration of \$253,820 and an affiliated company subscribed to the remaining 3,736,531 of shares for a cash consideration of \$366,180. Following the completion of subscription, the Group's equity interest in Fassler decreased from 100% to 49%, while remained controls of Fassler. This resulted in an increase in non-controlling interests of S\$3,958,743 and an increase in equity attributable to owner of the parent of \$366,180. The effect of changes in the ownership interest of Fassler on the equity attributable to owners of the Company during the year is summarised as follows:
| \$ | |
|---|---|
| Carrying amount of interests in a subsidiary corporation disposed of | (3,958,743) |
| Deemed consideration received from non-controlling interests | 366,180 |
| Decrease in equity attributable to owners of the Company | (3,592,563) |
For the Financial Year Ended 31 December 2021
| Leasehold improvements |
Plant equipment and boats |
Nets, cages and moorings |
Office and computer equipment |
Motor vehicles |
Leasehold land, sea and buildings |
Leasehold property |
Capital work in progress |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Group | |||||||||
| 2021 | |||||||||
| Cost | |||||||||
| Beginning of financial year | 2,764,532 | 34,178,172 | 2,811,885 | 382,963 | 409,046 | 3,166,776 | 5,800,000 | 2,025,431 | 51,538,805 |
| Additions | 1,175,417 | 3,814,830 | 81,536 | 40,649 | 109,631 | 202,516 | - | 2,838,942 | 8,263,521 |
| Transfer from capital work in progress |
420,982 | 1,482,556 | 2,513 | - | - | - | - | (1,906,051) | - |
| Written off | (2,568,756) | (4,644,504) | - | - | (33,000) | (386,755) | - | - | (7,633,015) |
| Exchange differences | - | (160,838) | - | - | - | (11,956) | - | - | (172,794) |
| End of financial year | 1,792,175 | 34,670,216 | 2,895,934 | 423,612 | 485,677 | 2,970,581 | 5,800,000 | 2,958,322 | 51,996,517 |
| Accumulated depreciation and impairment |
|||||||||
| Beginning of financial year | 774,341 | 22,359,048 | 1,656,875 | 357,509 | 385,411 | 923,874 | 165,714 | - | 26,622,772 |
| Depreciation charge | 312,878 | 2,445,633 | 180,220 | 24,723 | 37,635 | 706,464 | 165,710 | - | 3,873,263 |
| Written off | (954,967) | (3,262,580) | - | - | (28,600) | (46,266) | - | - | (4,292,413) |
| Exchange differences | - | (112,230) | - | - | - | (27,607) | - | - | (139,837) |
| End of financial year | 132,252 | 21,429,871 | 1,837,095 | 382,232 | 394,446 | 1,556,465 | 331,424 | - | 26,063,785 |
| Net book value | |||||||||
| End of financial year | 1,659,923 | 13,240,345 | 1,058,839 | 41,380 | 91,231 | 1,414,116 | 5,468,576 | 2,958,322 | 25,932,732 |
For the Financial Year Ended 31 December 2021
| Leasehold improvements |
Plant equipment and boats |
Nets, cages and moorings |
Office and computer equipment |
Motor vehicles |
Leasehold land, sea and buildings |
Leasehold property |
Capital work in progress |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Group | |||||||||
| 2020 | |||||||||
| Cost | |||||||||
| Beginning of financial year | 2,735,160 | 26,184,099 | 2,865,429 | 195,139 | 58,000 | 1,934,495 | - | 1,695,306 | 35,667,628 |
| Additions | 29,372 | 2,636,841 | 27,090 | 8,879 | 15,328 | 1,171,710 | - | 907,951 | 4,797,171 |
| Acquisitions through business combinations (Note 27) |
- | 3,637,350 | - | 296,898 | 335,718 | 376,857 | 5,800,000 | - | 10,446,823 |
| Transfer from capital work in progress |
- | 596,914 | - | - | - | - | - | (596,914) | - |
| Written off | - | (202,728) | (80,634) | (117,953) | - | (426,884) | - | - | (828,199) |
| Exchange differences | - | 1,325,696 | - | - | - | 110,598 | - | 19,088 | 1,455,382 |
| End of financial year | 2,764,532 | 34,178,172 | 2,811,885 | 382,963 | 409,046 | 3,166,776 | 5,800,000 | 2,025,431 | 51,538,805 |
| Accumulated depreciation and impairment |
|||||||||
| Beginning of financial year | 520,195 | 16,441,888 | 1,557,945 | 145,019 | 37,838 | 610,735 | - | - | 19,313,620 |
| Depreciation charge | 254,146 | 1,867,680 | 179,089 | 65,275 | 23,060 | 661,879 | 165,714 | - | 3,216,843 |
| Acquisitions through business combinations (Note 27) |
- | 3,356,421 | - | 257,975 | 324,513 | 42,316 | - | - | 3,981,225 |
| Written off | - | (176,177) | (80,159) | (110,760) | - | (426,884) | - | - | (793,980) |
| Exchange differences | - | 869,236 | - | - | - | 35,828 | - | - | 905,064 |
| End of financial year | 774,341 | 22,359,048 | 1,656,875 | 357,509 | 385,411 | 923,874 | 165,714 | - | 26,622,772 |
| Net book value | |||||||||
| End of financial year | 1,990,191 | 11,819,124 | 1,155,010 | 25,454 | 23,635 | 2,242,902 | 5,634,286 | 2,025,431 | 24,916,033 |
For the Financial Year Ended 31 December 2021
| Leasehold improvements |
Plant equipment and boats |
Nets, cages and moorings |
Office and computer equipment |
Motor Vehicles |
Leasehold land, sea and buildings |
Capital work in progress |
Total | |
|---|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | ||
| Company | ||||||||
| 2021 | ||||||||
| Cost | ||||||||
| Beginning of financial year | 2,764,532 | 7,684,664 | 2,811,884 | 188,572 | 58,000 | 148,215 | 1,318,290 | 14,974,157 |
| Additions | 51,685 | 176,091 | 5,120 | 38,407 | - | 119,782 | 1,963,167 | 2,354,252 |
| Written off | (2,568,756) | (4,644,504) | - | - | (33,000) | (16,476) | - | (7,262,736) |
| Transfer from capital work in progress |
20,475 | 931,385 | 2,513 | - | - | - | (954,373) | - |
| End of financial year | 267,936 | 4,147,636 | 2,819,517 | 226,979 | 25,000 | 251,521 | 2,327,084 | 10,065,673 |
| Accumulated depreciation | ||||||||
| Beginning of financial year | 774,342 | 4,426,709 | 1,656,875 | 170,485 | 49,438 | 39,135 | - | 7,116,984 |
| Depreciation charge | 258,985 | 742,078 | 170,179 | 18,491 | 4,162 | 79,579 | - | 1,273,474 |
| Written off | (954,967) | (3,262,580) | - | - | (28,600) | (16,476) | - | (4,262,624) |
| End of financial year | 78,360 | 1,906,207 | 1,827,054 | 188,976 | 25,000 | 102,238 | - | 4,127,835 |
| Net book value | ||||||||
| End of financial year | 189,576 | 2,241,429 | 992,463 | 38,003 | - | 149,283 | 2,327,084 | 5,937,838 |
For the Financial Year Ended 31 December 2021
| Leasehold improvements |
Plant equipment and boats |
Nets, cages and moorings |
Office and computer equipment |
Motor Vehicles |
Leasehold land, sea and buildings |
Capital work in progress |
Total | |
|---|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | ||
| Company | ||||||||
| 2020 | ||||||||
| Cost | ||||||||
| Beginning of financial year | 2,735,160 | 7,079,726 | 2,865,429 | 181,123 | 58,000 | 364,574 | 1,410,590 | 14,694,602 |
| Additions | 29,372 | 414,223 | 27,090 | 7,449 | - | 131,739 | 200,809 | 810,682 |
| Written off | - | (102,394) | (80,635) | - | - | (348,098) | - | (531,127) |
| Transfer from capital work in progress |
- | 293,109 | - | - | - | |||
| End of financial year | 2,764,532 | 7,684,664 | 2,811,884 | 188,572 | 58,000 | 148,215 | 1,318,290 | 14,974,157 |
| Accumulated depreciation | ||||||||
| Beginning of financial year | 520,196 | 3,882,278 | 1,557,945 | 133,822 | 37,838 | 265,805 | - | 6,397,884 |
| Depreciation charge | 254,146 | 620,275 | 179,089 | 36,663 | 11,600 | 121,428 | - | 1,223,201 |
| Written off | - | (75,844) | (80,159) | - | - | (348,098) | - | (504,101) |
| End of financial year | 774,342 | 4,426,709 | 1,656,875 | 170,485 | 49,438 | 39,135 | - | 7,116,984 |
| Net book value | ||||||||
| End of financial year | 1,990,190 | 3,257,955 | 1,155,009 | 18,087 | 8,562 | 109,080 | 1,318,290 | 7,857,173 |
Right-of-use of assets acquired under leasing arrangements are presented together with the owned assets of the same class. Details of such leased assets are disclosed in Note 16(a).
For the Financial Year Ended 31 December 2021
The Group and the Company lease several assets including leasehold land, sea and buildings for the purpose of commercial farming and back office operations. The leases have varying terms and are renegotiated upon renewal.
The Group and the Company lease plant and equipment for the purpose of daily operation. The leases have varying terms and are renegotiated upon renewal.
Right-of-use assets classified within property, plant and equipment
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|||
| Leasehold land, sea and buildings | 1,378,418 | 2,242,911 | 149,284 | 109,080 | ||
| Plant equipment and boats | 764,144 | 1,292,469 | 76,364 | 120,001 | ||
| Motor vehicle | 27,115 | - | - | - | ||
| 2,169,677 | 3,535,380 | 225,648 | 229,081 |
| Group | Company | ||||
|---|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
||
| Leasehold land, sea and buildings | 706,464 | 661,867 | 79,579 | 121,428 | |
| Plant equipment and boats | 414,860 | 358,005 | 43,637 | 43,637 | |
| Motor vehicle | 24,849 | - | - | - | |
| 1,146,173 | 1,019,872 | 123,216 | 165,065 |
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Interest expense on lease liabilities | 152,675 | 306,207 | 6,356 | 5,777 |
For the Financial Year Ended 31 December 2021
(d) Lease expense not capitalised in lease liabilities
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Lease expenses-short-term leases | 90,842 | 86,167 | 78,615 | 53,720 |
(e) Total cash outflow for all the leases in 2021 was \$1,423,335 (2020: \$1,837,687)
(f) Addition of ROU assets during the financial year 2021 was \$230,278 (2020: \$1,171,709)
(g) Future cash outflow which are not capitalised in lease liabilities
The leases for certain leasehold land, sea and buildings contain extension periods, for which the related lease payments had not been included in lease liabilities as the Group is not reasonably certain to exercise these extension option. The Group negotiates extension options to optimise operational flexibility in terms of managing the assets used in the Group's operations. The majority of the extension options are exercisable by the Group and not by the lessor.
| Protocol asset |
Club membership |
Goodwill | Trademark | Total | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | |
| Group | |||||
| 2021 | |||||
| Cost | |||||
| Beginning and end of financial year | 600,000 | 15,300 | 8,726,194 | 6,104,904 | 15,446,398 |
| Accumulated amortisation and impairment |
|||||
| Beginning of financial year | 192,860 | - | - | 1,013,855 | 1,206,715 |
| Amortisation charge | 85,714 | - | - | 478,586 | 564,300 |
| Impairment | - | - | 2,500,000 | - | 2,500,000 |
| End of financial year | 278,574 | - | 2,500,000 | 1,492,441 | 4,271,015 |
| Carrying amounts | |||||
| End of financial year | 321,426 | 15,300 | 6,226,194 | 4,612,463 | 11,175,383 |
For the Financial Year Ended 31 December 2021
| Protocol asset |
Club membership |
Goodwill | Trademark | Total | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | |
| Group | |||||
| 2021 | |||||
| Cost | |||||
| Beginning and end of financial year | - | 15,300 | 2,240,496 | 4,424,904 | 6,680,700 |
| Acquisition through business combinations (Note 27) |
600,000 | - | 6,485,698 | 1,680,000 | 8,765,698 |
| End of financial year | 600,000 | 15,300 | 8,726,194 | 6,104,904 | 15,446,398 |
| Accumulated amortisation and impairment |
|||||
| Beginning of financial year | - | - | - | 535,269 | 535,269 |
| Acquisition through business combinations (Note 27) |
128,574 | - | - | - | 128,574 |
| Amortisation charge | 64,286 | - | - | 478,586 | 542,872 |
| End of financial year | 192,860 | - | - | 1,013,855 | 1,206,715 |
| Carrying amounts | |||||
| End of financial year | 407,140 | 15,300 | 8,726,194 | 5,091,049 | 14,239,683 |
| Club membership \$ |
| Company |
|---|
| 2021 and 2020 |
| Cost |
| Beginning and end of financial year |
The useful life of the club membership is indefinite.
Goodwill of \$2,240,496 and \$6,485,698 belongs to cash generating units ("CGUs") of Marine Produce Australia Pty Ltd and its subsidiary corporations and Barramundi Group Ltd. and Allegro Aqua Pte. Ltd. respectively.
For the Financial Year Ended 31 December 2021
In assessing whether an impairment is required for goodwill, the carrying amount of the CGU is compared with its recoverable amount. The recoverable amount of the CGU was determined based on value-in-use calculations.
(i) Goodwill attributable from Marine Produce Australia Pty Ltd and its subsidiary corporations
The management has adopted discounted cash flow approach to determine the value-in-use. The cash flow projection is based on budgets approved by management. Cash flows beyond the approved period were extrapolated using terminal growth rate of 0%. These cash flows were discounted using a pre-tax discount rate that reflected current market assessment of the time value of money and the risks specific to the CGU. The growth rate is based on past performance and expectations on market development.
Key assumptions used in value-in-used calculations:
| Group | ||||
|---|---|---|---|---|
| 2021 % |
2020 % |
|||
| Growth rate(1) | 0% to 25% | 0% to 9% | ||
| Discount rate(2) | 10.0% | 12.8% |
If the estimated growth rate used in the value-in-used calculation for this CGU had declined by 23% (2020: 1.9%), estimated pre-tax discount rate applied to the discounted cash flows for this CGU had raised by 9.5% (2020: 7.1%), the recoverable amount of the CGU would equal the carrying amount.
As disclosed in Note 3.1 (b) in these financial statements, the Company has encountered an incident-based mortality at the Singapore farm (viral outbreak) in the current financial year. As a result, the management has adopted expected cash flow approach (probability-weighted average cash flows projections) to determine the value-in-use due to the significantly higher degree of estimation uncertainty and wider range of possible cash flow projections arising from the impact of the viral outbreak. Management believes that the probability-weighted scenarios present a reasonable assessment of the future outcomes, taking into account for a more comprehensive outlook for the recovery of the Company's production from this incident.
In determining the cashflow projection, the management has applied differing factors to accommodate the possible expectation on the Company's recovery from this incident. The factors include, but are not limited to, the extent of the incident on the CGU, rate of recovery from the incident, as well as probability of success in vaccine trials.
(1) Revenue growth rate used for extrapolation of future revenue
For the Financial Year Ended 31 December 2021
(ii) Goodwill attributable from Barramundi Group Ltd. and Allegro Aqua Pte. Ltd. (continued)
The cash flow projection is based on budgets approved by management. Cash flows beyond the approved period were extrapolated using terminal growth rate of 0%. These cash flows were discounted using a pre-tax discount rate that reflected current market assessment of the time value of money and the risks specific to the CGU. The growth rate is based on past performance and expectations on market development after adjusting for the effect of the above-mentioned incident on the Company.
Key assumptions used in value-in-used calculations:
| Group | ||||
|---|---|---|---|---|
| 2021 % |
2020 % |
|||
| Growth rate(1) | -100% to 100% | 0% to 9% | ||
| Discount rate(2) | 10.0% | 12.8% |
Under the fair value hierarchy, level 3 inputs were used.
During the current financial year, the Group recognised an impairment loss on goodwill attributable from Barramundi Group Ltd. and Allegro Aqua Pte. Ltd. amounting to \$2,500,000. As the CGUs have been reduced to its recoverable amount, any adverse change in the assumptions used in the calculation of the recoverable amount would result in further impairment losses.
(1) Revenue growth rate used for extrapolation of future revenue. The Company's operation, in particular the harvest tonnage, were severely affected by the incident. Due to the scale of the incident and the measures taken by management to cope with the incident, the sales in initial years are expected to be severely affected and recover gradually in subsequent years. Consequently, the revenue growth rate is expected to decline in the initial financial year and increase gradually.
(2) Pre-tax discount rate applied to the pre-tax cash flows projections
For the Financial Year Ended 31 December 2021
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Trade payables | ||||
| – Non-related parties | 5,625,869 | 5,833,558 | 1,751,446 | 2,132,598 |
| – Subsidiary corporations | - | - | 1,722,585 | 939,629 |
| – Affiliated companies | - | 187,319 | - | 187,319 |
| 5,625,869 | 6,020,877 | 3,474,031 | 3,259,546 | |
| Other payables | ||||
| – Non-related parties | 887,337 | 12,243,545 | 10,298 | 11,941,335 |
| – Subsidiary corporations | - | - | 1,737,525 | - |
| Advances | 44,904 | 18,633 | - | - |
| Accruals | 2,804,441 | 2,213,535 | 1,144,129 | 1,065,988 |
| 9,362,551 | 20,496,590 | 6,365,983 | 16,266,869 |
Trade payables are normally settled on 30 to 90 days terms. Trade and other payables due to subsidiary corporations and affiliate companies are unsecured and interest-free.
The carrying amounts of trade and other payables approximate their fair values.
For the financial year ended 31 December 2020, included in other payables are redeemable convertible preference shares of \$8,430,000. Refer to Note 27 to the financial statements for detailed disclosure.
During the financial year ended 31 December 2021, preference shares amounting to \$2,243,942 were redeemed and preference shares amounting to \$6,186,058 were converted to convertible loans.
For the Financial Year Ended 31 December 2021
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Non-current liabilities: | ||||
| Secured bank loans | 21,526,615 | 22,863,487 | 16,564,161 | 9,663,988 |
| Lease liabilities | 920,981 | 2,082,311 | 81,400 | 116,275 |
| 22,447,596 | 24,945,798 | 16,645,561 | 9,780,263 | |
| Current liabilities: | ||||
| Secured bank loans | 5,417,943 | 6,581,144 | 420,000 | 8,645,834 |
| Lease liabilities | 1,212,478 | 1,445,772 | 136,512 | 100,238 |
| Convertible loans | - | 9,383,652 | - | 9,383,652 |
| 6,630,421 | 17,410,568 | 556,512 | 18,129,724 | |
| 29,078,017 | 42,356,366 | 17,202,073 | 27,909,987 |
Terms and conditions of outstanding loans and borrowings are as follows:
| 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Group | Currency | Nominal interest rate |
Year of maturity |
Face value |
Carrying amount |
Face value |
Carrying amount |
| Secured bank loans | SGD | ABS SIBOR + 2% |
2025 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
| Secured bank loans | SGD | ABS SIBOR + 3% |
2022 | 5,000,000 | 4,540,768 | 5,000,000 | 5,245,000 |
| Secured bank loans | SGD | ABS SIBOR + 1.75% |
2023 | 4,000,000 | 3,405,000 | 4,000,000 | 4,000,000 |
| Money Market Line | SGD | Floating rate | 2021 | 1,000,000 | 1,000,000 | 2,000,000 | 2,000,000 |
| Money Market Line | SGD | ABS SIBOR + 2% |
2021 | - | - | 1,000,000 | 1,000,000 |
| Third party loan | SGD | 4% | 2023 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 |
| Convertible loans | SGD | 10%, 15% | 2020, 2021 | - | - | 9,383,652 | 9,383,652 |
| Factoring facility | SGD | ABS SIBOR + 3% |
- | 3,000,000 | 443,393 | - | - |
| Secured bank loans | SGD | 3.00% | 2026 | 2,000,000 | 2,000,000 | - | - |
| Secured bank loans | AUD | BBSY + 3.55% |
2027 | 4,033,489 | 3,958,345 | 5,150,000 | 5,014,489 |
| Factoring facility | AUD | 5.38% | 2021 | 3,000,000 | 378,369 | 3,000,000 | 1,219,708 |
| Equipment financing | AUD | 4.41–5.51% | 2024 | 4,777,928 | 4,218,683 | 4,870,339 | 4,274,024 |
For the Financial Year Ended 31 December 2021
| 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Company | Currency | Nominal interest rate |
Year of maturity |
Face value |
Carrying amount |
Face value |
Carrying amount |
| Secured bank loans | SGD | ABS SIBOR + 2% |
2025 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
| Secured bank loans | SGD | ABS SIBOR + 3% |
2023 | 5,000,000 | 4,540,768 | 5,000,000 | 5,245,000 |
| Secured bank loans | SGD | ABS SIBOR + 1.75% |
2023 | 4,000,000 | 4,000,000 | 4,000,000 | 4,064,822 |
| Money Market Line | SGD | Floating rate | 2021 | 1,000,000 | 1,000,000 | 2,000,000 | 2,000,000 |
| Third party loan | SGD | 4% | 2023 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 |
| Convertible loans | SGD | 10%, 15% | 2020, 2021 | - | - | 9,383,652 | 9,383,652 |
| Factoring facility | SGD | ABS SIBOR + 3% |
- | 3,000,000 | 443,393 | - | - |
The secured bank loans of the Group are secured over the following:
One of the secured bank loans expires on 31 December 2022. Subsequent to the financial year end on 16 February 2022, the bank agreed and extended the repayment plan for another 36 months from 31 December 2022. Following this approved extension, the secured bank loan will expire on 31 December 2025 and will thereon be classified as non-current liabilities in the next financial year (Note 31).
During the financial year, loans of \$12,455,726 and \$9,117,075 were issued in February 2021 and May 2021 and will mature in August 2021.
The loans are unsecured and the principal and accrued interest are convertible, at the option of the lenders, into ordinary shares of the Company 7 days before any loan redemption period or at the maturity of the loans at a 20% discount of the latest fundraise. Convertible loans with interest of 10% per annum are payable quarterly in arrears and certain convertible loans are interest-free.
The convertible loans are regarded as derivative financial liabilities as they do not meet the "fixed-for-fixed" criterion.
On 28 May 2021 and 6 August 2021, a total of \$1,795,000 convertible loans were redeemed. The remaining amounts of \$29,161,453 were converted to ordinary shares as disclosed in Note 23 to the financial statements.
For the Financial Year Ended 31 December 2021
The loans were issued in May and October 2020 and mature in May and October 2021 respectively.
The loans are unsecured and the principal and accrued interest are convertible, at the option of the lenders, into Class A ordinary shares of the Company 7 days before any loan redemption period or at the maturity of the loans at a 20% discount of the latest fundraise. Interest of 10% and 15% per annum is payable quarterly in arrears.
The convertible loans are regarded as derivative financial liabilities as they do not meet the "fixed-for-fixed" criterion.
| Group | Company | ||||
|---|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
||
| Beginning of financial year | 5,372,248 | 437,037 | 5,173,720 | 185,876 | |
| Grants received | - | 5,063,134 | - | 5,063,134 | |
| Amortisation of deferred capital grants |
(387,285) | (127,923) | (334,651) | (75,290) | |
| End of financial year | 4,984,963 | 5,372,248 | 4,839,069 | 5,173,720 |
Deferred capital grants relate to government grants received for the acquisition of plant and equipment to promote productivity and innovation. There are no unfulfilled conditions or contingencies attached to these grants.
Deferred capital grants are presented in the Balance Sheet as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
||
| Current | 127,924 | 127,999 | 75,290 | 75,290 | |
| Non-current | 4,857,039 | 5,244,249 | 4,763,779 | 5,098,430 | |
| Total | 4,984,963 | 5,372,248 | 4,839,069 | 5,173,720 |
Provision for reinstatement costs relates to the estimated costs of reinstating leased premises to its original condition upon vacating the premises at the end of the lease term.
For the Financial Year Ended 31 December 2021
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same taxation authority.
The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Deferred tax assets | (2,090,984) | (2,604,377) | |
| Deferred tax liabilities | 3,424,010 | 3,958,100 | |
| Net deferred tax liabilities | 1,333,026 | 1,353,723 |
| Property, plant and equipment |
Intangible assets |
Inventory | Employee benefits |
Unutilised tax losses |
Other items |
Net deferred tax (assets)/ liabilities |
|
|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Group | |||||||
| At 1 January 2021 | (113,545) | 1,362,216 | 2,351,825 | (179,394) | (1,073,466) | (993,913) | 1,353,723 |
| Recognised in profit or loss | 335,710 | (20,696) | (452,806) | 77,031 | 109,517 | (69,453) | (20,697) |
| Exchange differences | (27,557) | - | 37,169 | (6,323) | (8,990) | 5,701 | - |
| At 31 December 2021 | 194,608 | 1,341,520 | 1,936,188 | (108,686) | (972,939) | (1,057,665) | 1,333,026 |
| At 1 January 2020 | (709,244) | 1,160,508 | 2,014,645 | (158,775) | - | (1,155,118) | 1,152,016 |
| Acquired through business combination (Note 27) |
- | 329,000 | - | - | - | - | 329,000 |
| Recognised in profit or loss | 609,515 | (127,292) | 345,000 | (21,097) | (1,098,362) | 164,944 | (127,292) |
| Exchange differences | (13,816) | - | (7,820) | 478 | 24,896 | (3,739) | (1) |
| At 31 December 2020 | (113,545) | 1,362,216 | 2,351,825 | (179,394) | (1,073,466) | (993,913) | 1,353,723 |
For the Financial Year Ended 31 December 2021
| Group | Company | ||||
|---|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
||
| Unabsorbed allowances carried forward |
1,870,466 | 1,870,466 | 1,870,466 | 1,870,466 | |
| Unutilised tax losses | 79,256,492 | 55,910,517 | 57,981,029 | 45,060,170 | |
| Total unrecognised temporary differences |
81,126,958 | 57,780,983 | 59,851,495 | 46,930,636 |
No deferred tax assets have been recognised in respect of these items because it is uncertain that future taxable profits will be available to utilise the benefits.
Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable.
The unrecognised tax losses and capital allowances at the balance sheet date can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax losses and capital allowances in their respective countries of incorporation. The tax losses have no expiry date. The capital allowances will expire between 2021 and 2022.
For the Financial Year Ended 31 December 2021
| 2021 | 2020 | 2021 | 2020 | |
|---|---|---|---|---|
| Number of shares Number of shares | \$ | \$ | ||
| Group and Company | ||||
| Issued and paid up capital | ||||
| Ordinary shares | 40,369,983 | 241,038,420 | 153,913,373 | 105,154,252 |
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction.
The following table shows a reconciliation from the beginning balances to the ending balances for share capital:
| 2021 | 2020 | 2021 | 2020 | |
|---|---|---|---|---|
| Number of shares Number of shares | \$ | \$ | ||
| Group and Company | ||||
| Fully paid ordinary shares | ||||
| At the beginning of the year | 241,038,420 | 241,238,420 | 105,154,252 | 105,259,252 |
| Shares consolidation(a) | (224,969,207) | - | - | - |
| Cancellation of shares | - | (200,000) | - | (105,000) |
| Expiry of warrants(b) | - | - | 1,570,482 | - |
| Issued of new shares pursuant to the placement(c) |
8,100,000 | - | 18,027,186 | - |
| Issuance of new shares pursuant to the conversion of convertible loan(d) |
16,200,770 | - | 29,161,453 | - |
| At the end of the year | 40,369,983 | 241,038,420 | 153,913,373 | 105,154,252 |
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
The newly issued shares rank pari passu in all aspects with the previously issued shares.
The Group's objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain an optimal capital structure in order to finance its operations, support business growth and maximise shareholder value.
Management reviews the capital structure on a regular basis. As part of this review, management considers the cost of capital and the risk associated with each class of capital. To maintain or adjust the capital structure, Group companies may issue new shares, return capital to shareholders, make dividend payments, increase/decrease shareholders' loans or increase/reduce bank borrowings.
The Group's overall strategy remains unchanged from the previous financial year.
(a) On 5 April 2021, the Company completed a shares consolidation of every fifteen existing ordinary shares in the capital of the Company into one ordinary share. (b) The warrants expired during the financial year ended 31 December 2021.
(c) On 6 August 2021, 8,100,000 ordinary shares were newly issued at NOK14,70 (equivalent to \$2.25), resulting in the Company raising gross proceeds of NOK119,070,000 (equivalent to \$18,027,186). (d) As described in Note 19 to the financial statements, on 6 August 2021, the remaining amounts of unredeemed convertible loans were converted to 16,200,770 number of ordinary shares at a conversion price of 20% discount of NOK14.70 (equivalent to \$2.25).
For the Financial Year Ended 31 December 2021
| Composition: | Group | Company | ||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Equity reserve (Note (a)) | (741,461) | 2,854,500 | (754,421) | 2,854,500 |
| Employee share option reserve (Note (b)) |
2,286,047 | 1,876,054 | 2,286,047 | 1,876,054 |
| Currency translation reserve | (751,509) | (1,058,967) | - | - |
| Capital reserve (Note(c)) | (3,592,563) | (3,592,563) | - | - |
| (2,799,486) | 79,024 | 1,531,626 | 4,730,554 |
(a) Equity reserve
The amount relates to:
The number and weighted-average exercise prices of warrants are as follows:
| Weighted average Number exercise price of options |
Weighted average exercise price |
Number of options |
||
|---|---|---|---|---|
| 2021 | 2021 | 2020 | 2020 | |
| Outstanding at the beginning of the financial year |
\$0.55 | 31,409,633 | \$0.55 | 31,409,633 |
| Expired | \$0.55 | (31,409,633) | - | - |
| Outstanding at the end of the financial year |
- | - | \$0.55 | 31,409,633 |
| Exercisable at the end of the year | - | - | \$0.55 | 31,409,633 |
Under the terms of the issuance of warrants in 2018, holders of the warrants are entitled to purchase shares at \$0.55 per share, at any time within a period of 3 years from the issue of the warrants. The fair value of the warrants has been measured using the residual method. All warrants are held by shareholders of the Company.
During the financial year, a total number of 31,409,633 warrants expired. The fair value of the share warrants of \$1,570,482 were reversed and this was presented as a component within shareholder's equity.
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from the functional currency of the Company.
Employee share option reserve represents the equity-settled share options granted to employees. The reserve made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity-settled share options, and is reduced by the expiry or exercise of the share options.
For the Financial Year Ended 31 December 2021
| (b) Employee share option reserve | Group and Company | ||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Beginning of financial year | 1,876,054 | 2,143,928 | |
| Vested during the year | 498,314 | 337,757 | |
| Cancelled during the year | (88,321) | (605,631) | |
| End of financial year | 2,286,047 | 1,876,054 |
(c) Capital reserve
Capital reserve represents excess of deemed consideration received by equity owners of the Company resulting from deemed disposal of interests in a subsidiary corporation (Note 14).
| Capital commitments | Group and Company | |
|---|---|---|
| 2021 \$ |
2020 \$ |
|
| Acquisition of property, plant and equipment | 873,514 | 109,279 |
(a) Sales and purchases of goods and services
| Company | ||
|---|---|---|
| 2021 \$ |
2020 \$ |
|
| Management fee to ultimate holding corporation | - | 125,000 |
As disclosed in Note 1, subsequent to the listing of the Company on 12 August 2021, Commonwealth Harvests Pte. Ltd. ceased to be the ultimate holding corporation.
Outstanding balances as at 31 December 2021 and 2020 are unsecured and receivable/payable within 12 months from the end of the reporting period are disclosed in Notes 11 and 18 to financial statements respectively.
For the Financial Year Ended 31 December 2021
(b) Key management personnel compensation
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| Salaries and bonuses | 1,214,972 | 1,009,190 | |
| Employer's contribution to Central Provident Fund | 9,250 | 3,735 | |
| Share-based payments | 37,389 | 154,179 | |
| 1,261,611 | 1,167,104 |
On 16 December 2019, the Company entered into a Sale and Purchase Agreement (SPA) for purchase of 1,000,000 shares, representing 100% equity interest of Fassler Gourmet Pte Ltd ("Fassler"), for a cash consideration of \$4,200,000 and \$1,800,000, with an interest rate of 10% per annum, payable no later than 30 June 2021. The acquisition was completed on 2 January 2020. The principal activities of Fassler are those of processing and supply of fresh and frozen food.
On 7 January 2020, the Company entered into a Sale and Purchase Agreement (SPA) for the purchase of 5,540,003 ordinary shares, representing 100% equity interest of Allegro Aqua Pte. Ltd. ("Allegro") for a consideration of \$2,200,000 in cash and via allotment of 27,000,000 redeemable convertible preference shares ("RCPS") at \$0.60 per RCPS of the Company.
The principal activities of Allegro are those of farming of seabass and general trade.
Details of the considerations transferred, the assets acquired and liabilities assumed and the effects on the cash flows of the Group, at the acquisition date, are as follows:
The following table summarises the acquisition-date fair value of each major class of consideration transferred:
| Fassler | Allegro | Total | |
|---|---|---|---|
| \$ | \$ | \$ | |
| Cash consideration paid | 4,200,000 | 2,200,000 | 6,400,000 |
| Second tranche payment | 2,019,000 | - | 2,019,000 |
| Fair value of RCPS consideration (1) | - | 8,430,000 | 8,430,000 |
| Total consideration transferred | 6,219,000 | 10,630,000 | 16,849,000 |
(1) The Company issued 27,000,000 RCPS at S\$0.60 per share as part of the consideration for acquisition of Allegro. RCPS have the same rights and privileges attaching to and ranking pari passu with all ordinary shares. They are entitled the same dividend that may be declared to ordinary shares.
Holders of the 27,000,000 RCPS are conferred a right to receive distribution, which are declared at the Company's discretion and shall be non-cumulative. Subject to the satisfaction of the redemption or conversion conditions stated in the SPA, each RCPS is redeemable or convertible at any time on or after the trigger event stated in the SPA at S\$0.3289 per RCPS. The fair value of RCPS were determined by an independent valuer using Binomial Tree Model. These are classified within trade and other payables.
For the Financial Year Ended 31 December 2021
| Effect on cash flows of the Group | \$ |
|---|---|
| Cash paid | 6,400,000 |
| Less: cash and cash equivalents acquired | (2,762,600) |
| Net cash outflow on acquisition | 3,637,400 |
The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition:
| Fassler At fair value |
Allegro At fair value |
Total | |
|---|---|---|---|
| \$ | \$ | \$ | |
| Property, plant and equipment (Note 15) | 6,226,193 | 239,405 | 6,465,598 |
| Biological assets (Note 13) | - | 812,995 | 812,995 |
| Intangible assets (Note 17) | 1,680,000 | 471,426 | 2,151,426 |
| Inventories | 1,128,078 | 100,460 | 1,228,538 |
| Trade and other receivables | 1,480,271 | 785,667 | 2,265,938 |
| Cash and cash equivalents | 685,077 | 2,077,523 | 2,762,600 |
| Deferred tax liabilities (Note 22) | (329,000) | - | (329,000) |
| Loans and borrowings | (667,014) | (213,098) | (880,112) |
| Trade and other payables | (2,701,135) | (130,076) | (2,831,211) |
| 7,502,470 | 4,144,302 | 11,646,772 | |
| Total identifiable net assets | 7,502,470 | 4,144,302 | 11,646,772 |
| Less: Gain on bargain purchase | (1,283,470) | - | (1,283,470) |
| Add: Goodwill | - | 6,485,698 | 6,485,698 |
| Consideration transferred for the business | 6,219,000 | 10,630,000 | 16,849,000 |
The Group incurred acquisition-related costs of \$107,195 on legal fees and due diligence costs. These costs have been included in "administrative expenses" for the financial year ended 31 December 2020.
The bargain purchase of \$1,283,470 from acquisition of Fassler has been recognised in "other income" in the Group's profit or loss for the financial year ended 31 December 2020.
For the Financial Year Ended 31 December 2021
Goodwill arising from the acquisition has been recognised as follows:
| \$ | |
|---|---|
| Total consideration transferred | 10,630,000 |
| Fair value of identifiable net assets | (4,144,302) |
| Goodwill | 6,485,698 |
The goodwill is attributable mainly to the skill and technical expertise of Allegro and synergies expected to be achieved from integrating the company into the Group's existing business. None of the goodwill recognised is expected to be deductible for tax purposes.
The carrying values of Fassler's and Allegro's trade and other receivables approximate their fair value at the acquisition date. Management believes that the receivables are collectible, based on historic payment behaviour, credit–worthiness of the customers and forward looking information.
The acquired business contributed revenue of S\$9,145,849 and net profit of S\$547,042 to the Group from 2 January 2020 to 31 December 2020. Had Fassler been consolidated from 1 January 2020, consolidated revenue and consolidated net profit for the financial year ended 31 December 2020 would not have a material effect on the Group's results and equity.
The acquired business contributed revenue of S\$426,283 and net loss of S\$426,300 to the Group from 31 March 2020 to 31 December 2020. Had Allegro been consolidated from 1 January 2020, consolidated revenue and consolidated net profit for the financial year ended 31 December 2020 would not have a material effect on the Group's results and equity.
The Group's activities expose it to market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management strategy seeks to minimise any adverse effects from the unpredictability of financial markets on the Group's financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group. This includes the establishing policies such as authority levels, oversight responsibilities, risk identification and measurement and exposure limits.
Financial risk management is carried out by the Group's finance department in accordance with the policies set. The financial personnel identifies and evaluates financial risks in close co-operation with the Group's operating units. The financial personnel measures actual exposures against the limits set and prepares daily reports for review by the Chief Financial Officer. Regular reports are also submitted to the Board of Directors.
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
(a) Market risk
(i) Currency risk
The Group operates in Asia and Oceania with dominant operations in Singapore, China, Brunei and Australia. Entities in the Group regularly transact in currencies other than their respective functional currencies ("foreign currencies").
Currency risk arises when transactions are denominated in foreign currencies other than functional currency.
As at each reporting date, the carrying amounts of significant monetary assets and liabilities denominated in currencies other than the respective Group entities' functional currencies are as follows:
| USD | AUD | Total | |
|---|---|---|---|
| Group | \$ | \$ | \$ |
| 2021 | |||
| Financial assets | |||
| Cash and bank balances | 1,670,955 | 44,112 | 1,715,067 |
| Trade and other receivables | 784,002 | - | 784,002 |
| 2,454,957 | 44,112 | 2,499,069 | |
| Financial liabilities | |||
| Trade and other payables | (1,382,113) | - | (1,382,113) |
| Currency exposure of net financial assets |
1,072,844 | 44,112 | 1,116,956 |
| USD | AUD | Total | |
| Group | \$ | \$ | \$ |
| 2020 | |||
| Financial assets | |||
| Cash and bank balances | 9,814 | 567,711 | 577,525 |
| Trade and other receivables | 747,796 | - | 747,796 |
| 757,610 | 567,711 | 1,325,321 | |
| Financial liabilities | |||
| Trade and other payables | (953,493) | - | (953,493) |
| Currency exposure of net financial assets |
(195,883) | 567,711 | 371,828 |
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
| USD | AUD | Total | |
|---|---|---|---|
| Company | \$ | \$ | \$ |
| 2021 | |||
| Financial assets | |||
| Cash and bank balances | 37,415 | 10,300 | 47,715 |
| Trade and other receivables | 784,002 | - | 784,002 |
| 821,417 | 10,300 | 831,717 | |
| Financial liabilities | |||
| Trade and other payables | (1,781,637) | - | (1,781,637) |
| Currency exposure of net financial (liabilities) / assets |
(960,220) | 10,300 | (949,920) |
| Company | USD | AUD | Total |
|---|---|---|---|
| 2020 | \$ | \$ | \$ |
| Financial assets | |||
| Cash and bank balances | 7,359 | 32,346 | 39,705 |
| Trade and other receivables | 747,796 | 24,202,143 | 24,949,939 |
| 755,155 | 24,234,489 | 24,989,644 | |
| Financial liabilities | |||
| Trade and other payables | (953,493) | - | (953,493) |
| Currency exposure of net financial (liabilities) / assets |
(198,338) | 24,234,489 | 24,036,151 |
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
(a) Market risk (Continued)
A 5% (2020: 5%) strengthening of SGD against the following currencies at balance sheet date would decrease/ (increase) the (loss)/profit after income tax by the amounts shown below. This analysis assumes that all other variables being held constant.
| Group | |||
|---|---|---|---|
| 2021 \$ |
2020 \$ |
||
| USD | (44,523) | 8,129 | |
| AUD | (1,831) | (23,560) |
| Company | ||
|---|---|---|
| 2021 \$ |
2020 \$ |
|
| USD | 39,849 | 8,231 |
| AUD | (427) | (1,005,731) |
The Group does not have exposure to equity price risk as it does not hold equity financial assets.
(iii) Cash flow and fair value interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing assets, the Group's income is substantially independent of changes in market interest rates.
The Group's policy is to maintain 80 – 90% of its borrowings in fixed rate instruments. The Group's exposure to cash flow interest rate risks arises mainly from non-current variable-rate borrowings. The Company's exposure to cash flow interest rate risks arises mainly from bank borrowings and deposits at fixed rates.
A 1 % increase or decrease in interest rate at the reporting date of each interest bearing financial asset and liability, assuming that all other variables remain constant, would not have a material effect on the Group's results and equity.
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group adopts the policy of dealing only with:
The exposure to credit risks is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management.
Credit exposure to an individual counterparty is restricted by credit limits that are approved by the management based on ongoing credit evaluation. The counterparty's payment profile and credit exposure are continuously monitored at the entity level by the respective management and at the Group level by the management.
As the Group and the Company do not hold collateral, the maximum exposure to credit risk to each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet.
Cash and cash equivalents is measured at the 12-month expected credit losses and is subject to immaterial credit loss.
(i) Trade receivables
The trade receivables are subject to the expected credit loss model under the financial reporting standard on financial instruments. The methodology applied for impairment loss is the simplified approach to measuring expected credit loss (ECL) which uses a lifetime expected loss allowance for all trade receivables. The expected lifetime losses are recognised from initial recognition of these assets. These assets are grouped based on shared credit risk characteristics and days past due for measuring the expected credit losses. The allowance matrix is based on its historical observed default rates (over period of 36 months) over the expected life of the trade receivables and is adjusted for forwardlooking estimates. At each balance sheet date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
At each balance sheet date, an evaluation is made whether there is a significant change on credit risk by comparing the debtor's credit risk at initial recognition (based on the original, unmodified cash flows) with the credit risk at the balance sheet date (based on the modified cash flows). Adjustment to the loss allowance is made for any increase or decrease in credit risk.
Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group and the Company. The Management considers a financial asset as default if the counterparty fails to make contractual payments within 90 days when they fall due, and writes off the financial asset when a debtor fails to make contractual payments greater than 120 days past due. Where receivables are written off, the company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
During the financial year ended 31 December 2021, the Group and the Company had respectively recognised a loss allowance of \$549 and \$549 (2020: \$91,683 and \$28,361) against trade receivables. The Group has utilised \$63,322 of the loss allowance the current financial year.
There has been no change in the estimation techniques or significant assumptions made during the current reporting period.
(ii) Other financial assets, at amortised cost
The Group's and the Company's other financial assets recognised at amortised cost are mainly comprised of other receivables, i.e. non-trade amount due from non related parties, subsidiary corporations and deposits.
In determining the ECL, management has taken into account the historical default experience and the financial position of the counterparties, adjusted for factors that are specific to these receivables in estimating the probability of default of each of these other financial assets. For the purpose of impairment assessment, impairment loss is generally measured at an amount equal to 12-month ECL as there is low risk of default and strong capability to meet contractual cash flows. When the credit quality deteriorates and the resulting credit risk of other financial assets increase significantly since its initial recognition, the 12-month ECL would be replaced by lifetime ECL. Other financial assets are written-off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of other receivables to engage in a repayment plan with the group, and a failure to make contractual payments.
The Company held non-trade receivables from its subsidiary corporations amounted to \$54,131,997 (2020: \$44,593,310). These balances are amounts funded to subsidiaries as working capital. The Company used general approach for assessment of ECLs for these receivables. Based on an assessment of qualitative and quantitative factors that are indicative of the risk of default, impairment on these balances has been measured on the lifetime ECL basis. As at 31 December 2021, the Company had recognised a loss allowance of \$1,276,473 against non-trade receivables from its subsidiary corporations
During the financial year ended 31 December 2021, the Group has recognised a loss allowance of \$30,875 against non-trade receivables from non-related parties.
There has been no change in the estimation techniques or significant assumptions made during the current reporting period.
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
(c) Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and the ability to close out market positions at a short notice. At the balance sheet date, assets held by the Group and the Company for managing liquidity risk included cash and short-term deposits.
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group's operations and to mitigate the effects of fluctuation in cash flows. The Group also ensures the availability of funding through committed bank facilities.
The table below analyses non-derivative financial liabilities of the Group and the Company into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
| Less than 1 year | Between 1 and 5 years | More than 5 years | |
|---|---|---|---|
| \$ | \$ | \$ | |
| Group | |||
| 31 December 2021 | |||
| Trade and other payables | 9,317,647 | - | - |
| Lease liabilities | 1,212,478 | 868,284 | 97,920 |
| Borrowings | 5,417,943 | 22,181,020 | - |
| 31 December 2020 | |||
| Trade and other payables | 20,477,957 | - | - |
| Lease liabilities | 1,445,772 | 2,637,445 | - |
| Borrowings | 15,964,796 | 23,790,783 | - |
| Company | |||
| 31 December 2021 | |||
| Trade and other payables | 6,365,983 | - | - |
| Lease liabilities | 136,512 | 82,320 | - |
| Borrowings | 420,000 | 16,926,661 | - |
| 31 December 2020 | |||
| Trade and other payables | 16,266,869 | - | - |
| Lease liabilities | 100,238 | 119,140 | - |
| Borrowings | 18,029,486 | 9,663,988 | - |
For the Financial Year Ended 31 December 2021
Financial risk factors (Continued)
(d) Capital risk
The Group's objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain an optimal capital structure in order to finance its operations, support business growth and maximise shareholder value.
Management reviews the capital structure on a regular basis. As part of this review, management considers the cost of capital and the risk associated with each class of capital. To maintain or adjust the capital structure, the Group may issue new shares, return capital to shareholders, make dividend payments, increase/decrease shareholders' loans or increase/reduce bank borrowings.
The Group's overall strategy remains unchanged from the previous financial year.
(e) Financial instruments by category
The carrying amounts of the different categories of financial instruments are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 2021 \$ |
2020 \$ |
2021 \$ |
2020 \$ |
|
| Financial assets, at amortised cost | 34,146,096 | 34,169,311 | 69,704,002 | 55,033,435 |
| Financial liabilities, at amortised cost | 38,395,664 | 62,815,690 | 23,568,056 | 44,176,856 |
For the Financial Year Ended 31 December 2021
The table below analyses recurring non-financial assets and financial instruments carried at fair value, by the levels in the fair value hierarchy based on the inputs to valuations techniques. The different levels have been defined as follows:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| \$ | \$ | \$ | \$ | |
| Group | ||||
| 2021 Non-financial assets Consumable biological assets |
– | 20,468,213 | – | 20,468,213 |
| 2020 Derivative financial instruments Convertible loans |
– | 9,383,652 | – | 9,383,652 |
| Non-financial assets Consumable biological assets |
– | 22,932,604 | – | 22,932,604 |
| Company | ||||
| 2021 Non-financial assets Consumable biological assets |
– | 5,047,950 | – | 5,047,950 |
| 2020 Derivative financial instruments Convertible loans |
– | 9,383,652 | – | 9,383,652 |
| Non-financial assets | ||||
| Consumable biological assets | – | 7,304,673 | – | 7,304,673 |
The following table summarises the quantitative information about the significant inputs used in Level 2 fair value measurements:
| Type | Input |
|---|---|
| Consumable biological assets | Based on closing biomass at observable market prices less costs to sell. Observable market prices are based on historical selling prices. Consumable biological assets at the end of the financial period are valued based on historical selling price less costs to sell |
For the Financial Year Ended 31 December 2021
The Company has the following share-based payment arrangements:
The Company has adopted a share option scheme for qualifying employees of the Group and the Company (the "2020 Scheme") on 30 September 2020. The scheme is administered by the Board of Directors or its Committee. Options may be exercised during the exercise period applicable to those options and in accordance with a vesting schedule to be determined by the Board of Directors or its Committee on the date of the grant. If the options remain unexercised after exercised period, the options will lapse. Share options are forfeited/cancelled if the employee leaves the Group before the share options vest. Share options previously vested would be lapsed immediately if the employee leaves the Group, unless the Board of Directors or its Committee otherwise approved.
The details of the share options granted under the 2020 Scheme are as follows:
| Grant date | Vesting period | Exercise period | Exercise price |
|---|---|---|---|
| 24 May 2019 | 18/8/2021 to 1/5/2023 | 2/5/2023 to 1/5/2026 | \$2.25 (1) |
| 18 June 2020 | 18/8/2021 to 1/5/2024 | 2/5/2024 to 1/5/2027 | \$2.25 (1) |
| 18 August 2021 | 18/8/2021 to 1/5/2025 | 2/5/2025 to 1/5/2028 | \$2.25 |
The perpetual call option was approved and commenced on 1 January 2017. The option is administered by the Board. The options granted were vested on 1 January 2017 and may be exercised at any time without an expiry date.
The fair value of the 2019, 2020 and 2021 Options and Perpetual Call Option have been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.
The inputs used in the measure of the fair values at grant date of the Perpetual Call Option were as follows:
| Perpetual Call Option granted on 1 January 2017 \$ |
|
|---|---|
| Fair value at grant date | \$0.19 |
| Share price at grant date | \$0.43 |
| Exercise price | \$0.28 |
| Expected volatility (weighted-average) | 27.7% |
| Expected life (weighted-average) | 4 years |
| Expected dividend yield | 0.0% |
| Risk-free interest rate (based on government bonds) | 1.67% |
For the Financial Year Ended 31 December 2021
The inputs used in the measure of the fair values at grant date of the 2019, 2020 and 2021 Options were as follows:
| Grant date | 18 August 2021 | 18 June 2020 | 24 May 2019 |
|---|---|---|---|
| Fair value at grant date | \$1.12 | \$0.25/\$0.19 | \$0.14 |
| Share price at grant date | \$2.25 | \$0.60 | \$0.60 |
| Exercise price | \$2.25 | \$0.39/\$0.50 | \$0.50 |
| Expected volatility (weighted-average) | 49.11% | 33.7% | 23.4% |
| Expected life (weighted-average) | 6-7 years | 3 years | 2 years |
| Expected dividend yield | 0.0% | 0.0% | 0.0% |
| Risk-free interest rate (based on government bonds) | 0.79% | 0.50% | 1.75% |
Expected volatility has been based on an evaluation of historical volatility in the daily share price of comparable companies over the historical period commensurate with the expected term.
The number and weighted-average exercise prices of share options under the Employee Share Option Scheme are as follows:
| Weighted average exercise price |
Number of options |
Weighted average exercise price |
Number of options |
|
|---|---|---|---|---|
| 2021 | 2021 | 2020 | 2020 | |
| Outstanding at the beginning of the year | \$0.43 | 7,000,000 | \$0.43 | 8,300,000 |
| Forfeited during the year | \$0.39/\$2.25 | (796,667) | \$0.39 | (4,800,000) |
| Effect of share consolidation(1) | NA | (5,879,667) | NA | - |
| Granted during the year | \$2.25 | 666,333 | \$0.42 | 3,500,000 |
| Outstanding at the end of the year | \$2.25 | 989,999 | \$0.43 | 7,000,000 |
| Exercisable at the end of the year | N/A | - | N/A | - |
(1) The Company completed a 15:1 share consolidation exercise on 5 April 2021.
For the Financial Year Ended 31 December 2021
Details of the call options outstanding during the year are as follows:
| Weighted average Number exercise price of options |
Weighted average exercise price |
Number of options |
|||
|---|---|---|---|---|---|
| 2021 | 2021 | 2020 | 2020 | ||
| Outstanding at the beginning of the year | \$0.28 | 7,000,000 | \$0.28 | 7,000,000 | |
| Effect of share consolidation(1) | NA | (6,533,333) | NA | - | |
| Outstanding at the end of the year | \$4.20 | 466,667 | \$0.28 | 7,000,000 | |
| Exercisable at the end of the year | \$4.20 | 466,667 | \$0.28 | 7,000,000 |
Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group's accounting periods beginning on or after 1 January 2021 and which the Group has not early adopted.
Amendments to SFRS(I) 1-1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (effective for annual periods beginning on or after 1 January 2023)
The narrow-scope amendments to SFRS(I) 1-1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the balance sheet date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify what SFRS(I) 1-1 means when it refers to the 'settlement' of a liability.
The amendments could affect the classification of liabilities, particularly for entities that previously considered management's intentions to determine classification and for some liabilities that can be converted into equity.
The Group does not expect any significant impact arising from applying these amendments.
Amendments to SFRS(I) 1-16 Property, Plant and Equipment: Proceeds before Intended Use (effective for annual periods beginning on or after 1 January 2022)
The amendment to SFRS(I) 1-16 Property, Plant and Equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is 'testing whether the asset is functioning properly' when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment.
Entities must disclose separately the amounts of proceeds and costs relating to items produced that are not an output of the entity's ordinary activities.
The Group does not expect any significant impact arising from applying these amendments.
For the Financial Year Ended 31 December 2021
Amendments to SFRS(I) 1-37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts – Cost of Fulfilling a Contract (effective for annual periods beginning on or after 1 January 2022)
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the costs of fulfilling it and any compensation or penalties arising from failure to fulfil it. The amendment to SFRS(I) 1-37 clarifies that the direct costs of fulfilling a contract include both the incremental costs of fulfilling the contract and an allocation of other costs directly related to fulfilling contracts.
The Group does not expect any significant impact arising from applying these amendments.
One of the secured bank loans expires on 31 December 2022. Subsequent to the financial year end on 16 February 2022, the bank agreed and extended the repayment plan for another 36 months from 31 December 2022. Following this approved extension, the secured bank loan will expire on 31 December 2025 and will thereon be classified as non-current liabilities in the next financial year.
These financial statements for the financial year ended 31 December 2021 were authorised for issued in accordance with a resolution of Board of Directors of Barramundi Group. Ltd. on 18 April 2022.
Barramundi Group Ltd discloses alternative performance measures as a supplement to the financial statements prepared in accordance with IFRS. Such performance measures are commonly used by analysts, investors and other stakeholders to evaluate the performance of the company and its businesses. The measures are provided to give an enhanced insight into the operations of the company and its businesses.
Operating EBITDA and/or Operational EBITDA is net profit/(loss) before amortization and depreciation expenses, finance costs, provision for income taxes, excluding new sites and one-off non-operational costs.
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