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MURRAY COD AUSTRALIA LIMITED — Annual Report 2022
Aug 29, 2022
65302_rns_2022-08-29_8570fad0-4dd2-4385-b841-766ad2044c67.pdf
Annual Report
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Appendix 4E
Final report To the Australian Securities Exchange
Company details
Name of entity: Murray Cod Australia Limited ABN: 74 143 928 625 Reporting period: For the year ended 30 June 2022 Previous period: For the year ended 30 June 2021
2. Results for announcement to the market
| 2022 | 2021 | % Change | |
|---|---|---|---|
| $000 | $000 | ||
| Revenue from ordinary activities | 12,708 | 9,718 | 131% |
| Profit/(Loss) from ordinary activities after tax attributable to | (8,749) | (1,164) | (752%) |
| owners of Murray Cod Australia Limited | |||
| Profit/(Loss) for the year attributable to the owners of Murray | (8,749) | (1,164) | (752%) |
| Cod Australia Limited |
Dividend
No dividend was paid or recommended by the directors for the financial year.
Explanation of Key Information and Dividends.
Refer to the accompanying Directors’ Report
3. Statement of Profit or Loss and Other Comprehensive Income with Notes to the Statement
Refer to pages 13 to 61 of the 30 June 2022 Financial Report, and accompanying notes for Murray Cod Australia Limited
4. Statement of Financial Position with Notes to the Statement
Refer to pages 13 to 61 of the 30 June 2022 Financial Report, and accompanying notes for Murray Cod Australia Limited
5. Statement of Cash Flows with Notes to the Statement
Refer to pages 13 to 61 of the 30 June 2022 Financial Report, and accompanying notes for Murray Cod Australia Limited
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Murray Cod Australia Limited
Appendix 4E
.
6. Statement of Retained Earnings Showing Movements
| Balance at the beginning of the year Net profit/(loss) Balance at the end of the year |
2022 $000 (11,257) (8,749) (20,006) |
2021 $000 (10,093) (1,164) (11,257) |
|---|---|---|
7. Net tangible assets
| Reporting | Previous | |
|---|---|---|
| period | period | |
| Cents | Cents | |
| Net tangible assets per ordinary share | $0.10 | $0.05 |
8. Control gained over entities
Not applicable.
9. Loss control over entities
Not applicable.
10. Details of associates and joint venture entities
Not applicable.
11. Foreign entities to disclose which accounting standards are used in compiling the report
MCA is not a foreign entity.
12. Commentary on the Results for the period
Refer to the commentary on the results for the period contained in the “Review of Operations” included within the operating and financial review section of the annual report.
13. Audit status
The 30 June 2022 financial statements and accompanying notes for Murray Cod Australia Limited have been audited and are not subject to any disputes or qualifications. Refer to pages 63-66 of the 30 June 2022 financial report for a copy of the auditor’s report.
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Murray Cod Australia Limited
Appendix 4E
14. Attachments
Details of attachments (if any):
The Financial Statements and Notes forming part of the Annual Report of Murray Cod Australia Limited for the year ended 30 June 2022 are attached.
16. Signed
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Signed _______
Date: 30[th] August 2022
Ross Anderson Director
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CONTENTS
| CONTENTS | |
|---|---|
| Our Financial Performance at a Glance | IV |
| Our Year in Review | V |
| About Murray Cod Australia | VII |
| Our Core Principles | X |
| Chair’s Message | XII |
| Managing Director’s Report | XIV |
| Business Report | XVI |
| Sustainability Report | XVIII |
| Our Performance | XIX |
| Board of Directors | XX |
| Corporate Management Team | XXIII |
| Operating and Financial Review | 01 |
| Directors’ Report | 03 |
| Remuneration Report | 06 |
| Auditor’s Independence Declaration | 12 |
| Consolidated Statement of Proft or Loss | |
| and Other Comprehensive Income | 13 |
| Consolidated Statement of Financial Position | 14 |
| Consolidated Statement of Changes in Equity | 15 |
| Consolidated Statement of Cash Flows | 17 |
| Notes to the Financial Statements | 18 |
| Directors’ Declaration | 62 |
| Independent Auditor’s Report | 63 |
| Additional Information for Listed Public Companies | 67 |
CORPORATE DIRECTORY
Directors
Martin Priestley Ross Anderson Mathew Ryan George Roger Commins
Company Secretaries
Wendy Dillon Brett Tucker
Registered Office
2-4 Lasscock Road Griffith NSW 2680 Australia Phone +61 2 69625470 Mail PO Box 492 Griffith NSW 2680
Solicitors
Allens, Level 37, QV1 250 St Georges Terrace Perth WA 6000
Bankers
Westpac Banking Corporation 242-244 Banna Ave Griffith NSW 2680
Auditors
PinnacleHPC Pty Ltd 135 Yambil St Griffith NSW 2680
Website
www.aquna.com
Financial Report For The Year Ended 30 June 2022 Murray Cod Australia Limited and Controlled Entities ABN 74 143 928 625
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III
Annual Report 2022
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OUR FINANCIAL PERFORMANCE AT A GLANCE
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MCA IS ON AN REVENUE
EXCITING GROWTH
Including net increase in biological inventory
AND EXPANSION
TRAJECTORY. %
Number of ponds per
calendar year including the
38�3
16 ponds to be built this
calendar year 2022. ― TO ―
$19.72 MILLION
+2,400%
(FY21: $14.26 MILLION)
50
+
47%
34
26
20
12
2
2017 2018 2019 2020 2021 2022
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+2,400%
50
+
47%
34
26
20
12
2
2017 2018 2019 2020 2021 2022
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IV
OUR YEAR IN REVIEW
AQUNA MURRAY COD IS NOW FOUND IN THE SEAFOOD CONVENIENCE SECTION IN: 150 Stores in Victoria + NSW 39 Stores in Victoria 6 Stores in NSW
HATCHERY PERFORMANCE Through our restocking partnerships with state government programs, MCA has also produced and sold:
300,000 MURRAY COD LARVAE 1,520,000 MURRAY COD FINGERLINGS
HIGHMURRAY COD PENETRATION FINGERLINGS OF AQUNA HAS BEEN ACHIEVED 655,000 IN LEADING SILVER PERCH SYDNEY AND FINGERLINGS MELBOURNE RESTAURANTS, BRINGING 1,856,000 EXPOSURE TO GOLDEN OUR BRAND PERCH AS A LUXURY FINGERLINGS. FISH.
V
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VI
Murray Cod Australia Ltd
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ABOUT MURRAY COD AUSTRALIA
Based in the Riverina, New South Wales, Murray Cod Australia Limited (MCA) produces premium Murray cod. Our pioneering people have crafted a luxurious farmed Murray cod by improving on nature through science-based innovation. We have shaped a future for Australia’s iconic native fish, which has an extraordinary history.
A vertically-integrated business, MCA grows high-quality Murray cod, in self contained units within the geography of the Murray-Darling basin - the fish's native environment. We believe these ideal conditions make our Murray cod the best tasting on the market.
By using a land-based aquaculture model, MCA has one of the lowest environmental footprints in the industry. In January 2017, Murray Cod Australia Limited, was publicly listed on the Australian Securities Exchange (MCA: ASX).
MCA is branded as Aquna Sustainable Murray Cod.
Our vision is to make Aquna Sustainable Murray Cod a profitable luxury food brand in Australia and around the world.
Our mission is to produce and sell 10,000 tonnes of Aquna Sustainable Murray Cod by the year 2030 and to increase our margins by 25% over that period. This will be done through constant improvement in the application of our four principles of quality, integrity, sustainability and innovation.
VII
Our annual report
The (MCA) Annual Report provides a summary of our activities and performance for the financial year ended 30 June 2022. Year-on year, MCA seeks to continuously improve the way we communicate longterm value to our shareholders and other stakeholders.
Reporting framework
The 2022 Financial Report including the Director’s Report and Remuneration Report on pages 1-10 has been prepared in accordance with the Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board and the Corporations Act 2001.
Our brand timeline
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November 2018
May 2018 September 2019
Awarded Excellence in
Signing of Heston Griffith-based
Innovation at the NSW
Blumenthal as processing plant
Business Chamber
brand advocate commissioned
Awards
July 2018 April 2019
October 2017
Commenced Commenced
Bilbul site expanded
exporting exporting
from six to 12 ponds
to Hong Kong to the USA
September 2019
February 2018 August 2018 Awarded Gold at the
Griffith-based McFarlane’s Commenced Sydney Royal Fine
ponds stocked exporting to Japan Food Show for Fresh
and Hot Smoked
Aquna Sustainable
Murray Cod
November 2018
January 2017 June 2018
Murray cod listed
Murray Cod Australia Launched Aquna
as a ‘better choice’
listed on the Australian Sustainable Murray
in the Sustainable
Stock Exchange Cod branding
Seafood Guide
Murray Cod Australia Ltd
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February 2020
Commenced exporting July 2021
to the United Kingdom Launched into
and Europe Woolworths retail
November 2019
June 2020
Awarded NSW Business of
the Year and Excellence in Commenced November 2021
Sustainability at the selling live Aquna Lauched into
NSW Business Sustainable Murray Harris Farm Markets
Chamber Awards Cod domestically
October 2020
December 2019
Stocked stage one
Launched Aquna Hot
of Whitton-based
Smoked Murray Cod
super-site
April 2020
October 2019 May 2022
Purchase of second
Griffith-based retail Launched into
hatchery at Euberta,
store opened Coles retail Victoria
New South Wales
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Annual Report 2022
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
OUR CORE PRINCIPLES
At Aquna Sustainable Murray Cod, we’re driven to make an impact on people’s plates — inspiring their wider lives — by producing a great-tasting, rare, recoverable fish through continuously improving our overall performance, as guided by our four brand principles.
In FY22, here’s how we applied our principles to build on our brand strength.
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QUALITY Our commitment to exceeding expectations in taste and consistency
Building strong relationships with key retailers in product development and identifying the needs and expectations of our customers.
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INNOVATION
Our new ideas help us get better in everything we do
Through R&D, we’re currently studying how a 100 per cent plant-based diet impacts the taste, growth, and health of our fish.
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INTEGRITY
Our strong culture and values define our authenticity in the market
Long-term investment in our work culture, equality, and developing talent that will go on to be stewards of the aquaculture industry.
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SUSTAINABILITY
Our dedication to sustainability is a catalyst for change
Continuing contribution to restocking the local wild stock of Murray cod, releasing fingerlings into the Murray-Darling river system.
X
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CHAIR’S MESSAGE
One of the joys of preparing an annual report is it gives us the opportunity to reflect and acknowledge all that’s been accomplished. I am proud to present the Murray Cod Australia Limited (MCA) annual report for the 2022 financial year — a year filled with many highlights and great results, despite the ongoing challenges caused by the COVID-19 pandemic.
While last season’s growth was a little slower than expected, impacted by severe staff shortages due to COVID at the operational level, I am pleased to report we continue to be on track for our production capacity to reach a major milestone of 10,000 tonnes as part of our 2030 Growth Strategy.
KEY HIGHLIGHTS
Some of the notable activities and highlights this year include:
-
Continued strong growth in sales despite the significant impacts of COVID 19 lockdowns on our restaurant customers during the year.
-
Grocery channel expansion. We increased to 150 Woolworths stores, and launched into 39 select Coles retail stores in Victoria during May 2022, with 41 more Coles stores in NSW approved for rollout. We also added six select Harris Farm stores during the year.
-
Targeted digital marketing activities driving demand for Aquna and connecting with a broader base of new customers.
-
Export markets re-opened in the USA and Europe with the Japanese market a little slower to resume.
-
Introduction of out-of-season spawning trial to complement the regular spawning season.
-
Maintenance of margins through strategic price rises to counter inflationary pressures.
-
Purchase of new greenfield hatchery site in Whitton with site plans now underway for development.
-
Innovative new free-range grow-out trial, which will save significant capital and operating expenditure if successful.
-
Increased brand awareness and loyalty through engagement programs with chefs and wholesalers.
-
Strong balance sheet with high cash reserves. The Company has made a conservative provision against biological stock. Refer to Note 11, for further explanation.
In delivering the FY22 results, it’s evident the commitment to our principles of quality, integrity, innovation and sustainability has underpinned MCA’s strong performance and surging interest in our Aquna Sustainable Murray Cod brand, as we work towards our ambitions to make Aquna the premium fish of choice in Australia and around the world.
On behalf of the Board of Directors, I want to extend my gratitude for the outstanding effort, focus and dedication shown by all of our employees, who believe and support our vision and mission, as we continue to improve our methods of producing luxury fish products using the most sustainable farming practices possible.
I also wish to acknowledge those shareholders who are displaying the patience to maintain their holdings whilst we implement our growth plans. It takes time to grow a saleable fish. We plan to increase our stocking levels dramatically in coming seasons as we build more capacity. Our focus on our targets is continually enhanced as our team increases the pace of innovation.
We remain extremely positive on the outlook for the Company.
MCA is on an exciting growth and expansion trajectory. I encourage you to read our annual report, which provides details of MCA’s annual activities, financial results, sustainability performance, and future plans.
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Ross Anderson, Chairman
XII
Grocery channel expansion
Aquna Murray Cod supply increased to 150 Woolworths stores, and launched into 39 select Coles retail stores in Victoria during May 2022. We also added six select Harris Farm stores during the year.
Purchase of new greenfield hatchery site in Whitton with site plans now underway for development, as part of our growth strategy.
Strong balance sheet with high cash levels.
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Annual Report 2022
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2022 MANAGING DIRECTOR'S REPORT
The 2022 year has again thrown up some significant challenges. In particular, the tough growing season, with colder than expected temperatures in late spring and summer, impacting spawning numbers, survival, and growth rates in both juvenile fish and growout fish.
This year, the MCA Board and Executive have again focused on long-term growth, expansion planning and strategic investment. This focus has allowed MCA to take major strides towards how we’re going to cement our primary growth objective of producing 10,000 tonnes of Aquna Murray Cod, as part of our 2030 Growth Strategy.
It is pleasing to report on progress that has been made in FY22, as follows:
-
Complete stock out of stage two of Whitton farm
-
Construction started on stage three of Whitton to be fully stocked in summer 2022
-
Commencement of new hatchery site near Whitton. Site selection and planning has commenced for the construction, which will be staged over three years. Land contracts were signed in July 2022 with construction to start in December 2022
-
Leasing of the Ishwinroo site at Wentworth will allow for out-of-season breeding trials and other research and development opportunities.
-
Despite a delay due to COVID-19 disruptions on freight, our automated processing plant equipment is now installed and commissioning is almost complete.
In FY22, we continued to grow our retail and grocery sales, with Aquna available in additional Woolworths stores. We launched into select Coles supermarkets, Harris Farm Markets, and we have been working with an on-demand delivery meal kit distributor. Export markets in the USA and Europe reopened, while a little slower to recommence in Japan.
Our sustainability performance remains of key importance. We are constantly reviewing and implementing key performance criteria and setting forward targets to reach over the coming years. Further, we continue work on our selective breeding program with the CSIRO and are excited by the potential gains that this will bring in coming years.
As our Growth Strategy develops, so too does our team. Our workforce has significantly increased this financial year. It is critical we have a strong team and culture to support it. This year, we have elevated our commitment to creating a culture of diversity and inclusion, and an investment in our people and their capabilities.
In closing, I want to thank our Board of Directors, the MCA Leadership Team, our employees, and shareholders, for believing in our fish and its potential.
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Mathew Ryan, Managing Director
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Continued R&D in feed, breeding, and grow out technology
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Maintained momentum for the 2023 Growth Strategy
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MCA is in a strong financial position Continued focus as we continue our expansion on sustainability
XIV
Our sustainability performance remains of key importance. We are constantly reviewing and implementing key performance criteria and setting forward targets to reach over the coming years. ― Mat Ryan, Managing Director, Murray Cod Australia ―
XV
BUSINESS REPORT
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Strong Statement of Financial Position
MCA's Net Assets have grown from $9.2million at 30 June 2017 to $76.3million at 30 June 2022 placing the company in a strong financial position for growth.
Average sale weight per Aquna Murray Cod was 2.32 kilograms. It is pleasing to note that price per-fish has remained stable as our volumes have risen. All of our growth in the last year occurred in the domestic market.
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COVID-19
COVID-19 has impacted our business in FY22. Significant impacted areas included distribution of our products, which were hampered by ongoing disruptions. Plus, restaurants were not fully operational due to lockdown restrictions and staffing shortages.
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Domestic market development
In FY22, MCA extended its distribution into Woolworths, following an initial 12-week trial last year. From August 2021, 150 Woolworths premium seafood stores in Victoria and New South Wales stock skin-on portions of Aquna Sustainable Murray Cod. In-store and on-shelf promotional activities, along with a sixmonth social media campaign to drive traffic to these stores, resulted in a significant uplift in sales.
In May 2022, Aquna Sustainable Murray Cod launched into 39 select Coles supermarkets in Victoria, in the first phase of a broader rollout. Aquna Sustainable Murray Cod is poised to launch into Coles NSW, however, the rollout has been impacted by distribution issues. Progress is being made in onboarding a meal kit provider, for national distribution of Aquna, due for launch in the 4th quarter of 2022.
Portions of Aquna are now available through GetFish (getfish.com.au), a seafood home delivery service in the Sydney metropolitan area.
MCA has an ongoing supplier agreement with PFD Food services (PFD). PFD has over 70 branches across Australia. The agreement broadens our distribution immensely, particularly in regional areas where freight and logistics previously made it difficult to access our product. Further, we’ve also onboarded Foodlink Australia, a food service distribution business to extend our reach in NSW and the Australian Capital Territory (ACT).
MCA also has an ongoing supply agreement with Bidfood. This continues to enhance the ability of food service businesses to access our products via their distribution power. Bidfood supplies 38,000 food service operators each month with food, meat, and liquor.
MCA / Aquna Murray Cod is now an approved seafood producer / supplier for the Australian Venue Co. (AVC).
AVC has over 140 venues across Australia and has just acquired the Sand Hill Road group of pubs.
We are currently offered in menus across South Australia, Victoria, New South Wales, and Queensland. We are now direct shipping into wholesalers in South Australia, Victoria, New South Wales, Queensland, Tasmania, Western Australia and Northern Territory.
High-penetration of Aquna has been achieved in leading Sydney and Melbourne restaurants, bringing exposure to our brand as a luxury fish.
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Asset expansion
Earthworks for the first 6 of 16 new grow out units at the Whitton site are complete, with construction continuing on the remaining 10 at present. We expect to have all 16 units completed and stocked with fish this calendar year. There will be six round pens installed and 10 production units are being constructed to enable free-range fish to be grown as part of an innovative trial.
As foreshadowed last year, expansion works to MCA’s two hatcheries have been completed. This has resulted in a 50 per cent increase in our hatchery capacity.
Contracts have been exchanged on a greenfield site near Whitton for the construction of a new hatchery. It is anticipated this will increase existing hatchery capacity by more than 300 per cent.
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Hatchery performance
MCA had a more condensed spawning last year due to seasonal conditions being unfavourable. Still, we produced sufficient stock to ensure all of our grow out units will be fully stocked this summer. This is in line with our 2030 Growth Strategy of achieving 10,000 tonnes. MCA has begun an out-of-season breeding trial at our Wentworth site. We expect our initial results from this trial to be available by the end of September 2022.
Through our restocking partnerships with state government programs, MCA has also produced and sold:
-
300,000 Murray cod larvae
-
1,520,000 Murray cod fingerlings
-
655,000 Silver Perch fingerlings
-
1,856,000 Golden Perch fingerlings.
People
Over the last financial year, MCA increased our workforce considerably. Our people are key to delivering our objectives. We are creating an environment for staff to build long-term, fulfilling careers at MCA.
We aim to create a diverse and inclusive environment and are proud our workforce represents an almost even gender balance. MCA is committed to investing in our dedicated people. Over the last year, we have supported numerous employees through education programs.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
SUSTAINABILITY REPORT
Building a sustainable future
At MCA, we apply science-based innovation and sustainable farming practices to food production. It helps us make a positive impact on people’s plates — and the planet. Our sustainability vision is to set the sustainability benchmark globally for the aquaculture industry.
Social
Making a tangible contribution to our communities, in a way that aligns with our values. By increasing our number of employees and contractors each year in line with our growth, we are also increasing our positive impact on the economic and social fabric of our community.
Governance
As a young business, we recognise we are at the early stages of this journey. We are pleased with the progress we have made to date, and have set a framework of three core objectives.
Sustainability framework
Environment
Making a difference to the environment through minimising our impact from farm to plate.
MCA has adopted systems of control and accountability as the basis for the administration of corporate governance. As MCA grows rapidly over the next few years, our commitment to transparency and clear adherence to best practices in corporate governance will remain resolute and absolute. There is zero compromise in the Board’s approach to stewardship in this regard. The Board continues to review the framework and practices to ensure they maintain the integrity of shareholders’ interests.
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Murray Cod Australia Ltd
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XVIII
OUR PERFORMANCE
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Restocking
For every farmed Murray cod harvested from the MCA production ponds, for consumption, the Murray-Darling Basin was restocked with seven MCA fingerlings.
We released 300,000 Murray cod larvae, 1,520,000 Murray cod fingerlings, 655,000 Silver Perch fingerlings, and 1,856,000 Golden Perch fingerlings throughout the Murray-Darling Basin. A new initiative by MCA was providing Murray Cod broodstock to both the Victorian Department of Fisheries and South Australian Department of fisheries for their restocking Plan.
Our restocking efforts aim to get the iconic species off the vulnerable species list.
We continue to hold rescued Darling River Murray cod broodstock to protect and replenish Murray cod that is endemic to the Darling River System.
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Recycling organic waste
MCA minimised organic waste from our growout units by recycling 100% of our water onto adjoining crops and pastures.
We also deliver all our organic bi-product waste to a local worm farm, where it’s used for producing compost.
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Recycling
In an effort to reduce plastic waste and increase our recycling rates, MCA has invested in a vertical compactor to allow us to compress all of our clean plastics and stack bales to be efficiently transported to nearby recycling facilities. Our plastics will be pelletised and moulded into other useful products. By 2030, MCA will be on track to recycle 419 tonnes of plastics that would have otherwise gone to landfill.
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Used motor oil and other waste oils
MCA has partnered with a local organisation to recycle 100 per cent of used motor oil, and other machinery oils that are used in our production facilities. Our used oil is cleaned and repurposed into other oil-based products such as bitumen-based products, mould oil, lubricants and transformer oil.
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Community
The Murray Cod Reel of Fortune competition, which is designed to promote positive fishing and community goodwill, continues. In FY21, 10 legal-sized, tagged Murray cod were released into the Murrumbidgee River between Wagga and Hay with a total prize pool of $30,000.
The competition is still running with six fish still to be caught and $18,000 in prize money still outstanding.
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People
At MCA, our focus is on building a strong team through varied and complementary skill sets, together with a diversity of experiences and perspectives. We recognise the value each of our people can bring to the team, and proactively encourage the contribution of new ideas to improve our processes and productivity. We believe this ultimately delivers enhanced results.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
BOARD OF DIRECTORS
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Ross Anderson
Chairman
Ross Anderson is a chartered accountant with over 30 years’ experience. Ross brings extensive commercial experience in dealing with agribusiness and capital markets to the MCA board. He is also the Chairman of ClearPoint Capital Limited, a boutique fund manager specialising in alternative assets.
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Mathew Ryan
Managing Director and Executive Director
Mathew Ryan has been instrumental in the growth of Murray Cod Australia. With over 21 years’ experience in the aquaculture and agriculture industries, he was previously managing director of Bidgee Fresh and Riverina Aquaculture. Mathew holds a Bachelor of Rural Science degree and through a previous managing director role at Agrow Agronomy and Research, provided agronomic support services to agriculture clients and conducted significant research programs.
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Martin Priestley Non-executive Director
Martin Priestley has extensive capital markets experience having built businesses in commercial banking, real estate funds management, origination and principal investment. He is a former CEO of Ashe Morgan Winthrop, an independent corporate advisory and capital raising firm and Bamford Partners which focuses on corporate advisory, fund-raising, M&A and private equity. He recently headed up the APAC Commercial Real Estate Debt business for Nuveen Real Estate, which has interests in the Americas, Europe and APAC.
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George ‘Roger’ Commins Non-executive Director
Roger Commins has over 40 years’ experience in the agricultural industry, including establishing and operating a diverse portfolio of enterprises. He is a director of Commins Enterprises, a company widely recognised as a regional innovator. Mr Commins is a founding owner and current director of Southern Cotton – a cotton gin based in southern NSW, and the Whitton Malt House which is a Dining, Event and Accommodation facility near Whitton NSW.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
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CORPORATE MANAGEMENT TEAM
Ian Charles
Group Manager Hatcheries and Business Development
Ian Charles is an Australian aquaculture pioneer, who has over 25 years’ experience in the breeding and grow out production of Australian finfish. He built and operated one of Australia’s earliest and successful aquaculture farms. Ian has a deep understanding of fish production, sales and marketing and has worked as an aquaculture consultant on projects in Australia, China, Malaysia and Vietnam. Ian spent 15 years as president of the Silver Perch Growers Association and has represented aquaculture on several advisory boards.
Wendy Dillon
Accounting, Taxation and Finance
Wendy Dillon has over 25 years’ financial experience working across a large range of industries. A Chartered Accountant, Wendy is involved in a variety of advanced tax and accounting work. Wendy is a Chartered Tax Adviser with the Taxation Institute, a Registered Tax Agent and a Justice of the Peace.
Felipe Muller
General Manager, Production
Felipe Muller has more than 30 years’ experience in the aquaculture industry. During this time, he’s covered all aspects of fish production, along with R&D, business development, and farming activities across four continents and with a wide variety of species, conditions, and environments. He has a Bachelor of Agricultural Science and a Doctor of Veterinary Medicine, specialising in Aquaculture. Felipe also holds a Master of Marketing and Negotiations and is currently studying an MBA at Griffith University. His focus is on sustainability, developing business models, and using innovative methods to solve new and old problems.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Total Revenue
Including gain in biological assets
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$2.49m Provision for Biological Inventory $22.21
m
$19.72
m
$14.26
m
$8.48
m
$6.45
m
$4.48
m
$1.82
m
2017 2018 2019 2020 2021 2022
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Please refer to Note 11 of Financial Statements for description of Biological Inventory Provision.
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XXVII
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Operating and Financial Review
Principal Activities
The principal activities of the consolidated group during the financial year were:
-
Breeding, growing and marketing of Aquna Sustainable Murray cod, a premium freshwater table fish;
-
Breeding and selling Murray Cod, Golden Perch and Silver Perch as fingerlings for re-stocking.
All of our operations are conducted in Australia. At present they are conducted within the Riverina region of NSW and in Wentworth in Southern Western NSW.
Significant Changes to Activities
There was no significant changes in the nature of the consolidated Group’s principal activities during the financial year.
Our Business Model and Objectives
Providing superior returns to our shareholders is our primary objective. Our success in delivering this aim is determined by reference to total shareholder return (TSR) over time, and this is compared to the returns delivered by our competitors and the S&P/ASX 200 Index. We strive to continually improve the differential between returns on invested capital over the cost of that capital.
Operating Results
The Net Loss after tax for the year was $8,749,185 : (2021 was a loss of $1,164,283).
Review of Operations
Aquaculture
The Group operates two hatcheries, a nursery, an indoor breeding facility, and grow out farms in an integrated business that produces Murray cod, a premium white fleshed table fish. Our operational capacity increased significantly during the year through the addition of capacity in the grow out farms and hatcheries.
Overall, the financial results of the Group have been in line with expectations.
Financial Position
The net assets of the Group have increased by $44,491,713 from $31,895,448 in 2021 to $76,387,161 in 2022. This has largely resulted from the following factors:
-
Appreciation of the value of the Group's Land and Buildings and Water Rights and Licences with a net movement in the Group's revaluation surplus of $14,219,996;
-
Increase in share capital from from share issues and capital raising, options exercising and movement in options reserve, and performance rights reserve of $39,020,902.
The Directors believe the Group is in a strong and stable financial position to expand and grow its current operations.
Significant Changes in State of Affairs
The following significant changes in the state of affairs of the company occurred during the financial year:
-
During the Financial Year 102,825,000 Ordinary shares were issued on the exercise of options and performance rights.
-
During the Financial Year 89,552,239 Ordinary shares were issued as a result of a Capital Raise.
-
During the Financial Year 4,410,381 Ordinary shares were issued under a share purchase plan.
Events after the Reporting Period
There have been no significant events occurred since 30 June 2022 other than:
Contracts were signed for the purchase of 200 hectares of land at Whitton for an amount of $1,590,893. Plans are underway for construction of a fish hatchery on this site.
Future Developments, Prospects and Business Strategies
Current areas of strategic focus of the Group include the following:
-
Drive operational efficiencies in all business units through the investment in upgraded technology and management systems:
-
Invest in productive capacity so as to meet the strong latent export and domestic demand for our product;
-
Continued roll out of Aquna Brand and investment in overseas marketing initiatives to build export markets.
Impact of COVID-19 and Uncertainty
During the year the COVID-19 pandemic continued to have a significant impact on our business. Exports effectively ceased in March of 2020. We began exporting again to USA and Europe during the year. Legislation introduced to combat the spread of the virus in various states and cities affected our operations and our sales. We have altered our short-term sales strategy significantly and may need to continue to adapt rapidly if and when conditions change. We remain vigilant for further changes should they occur.
01
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Business Risks
The following exposures to business risk may affect the Group's ability to achieve the above prospects:
-
Any biological product is subject to disease and other health issues. Whilst we currently have excellent biosecurity protocols and have had no major issues to deal with during the year, the possibility of unknown disease or environmental risks is always present. Our staff constantly monitor the health of our stock on a daily basis. But we remind members that owning and growing biological assets involves significant risk.
-
A very high proportion of our sales are based in Australia at present. If the Australian economy suffers from a downturn then it is likely that our future sales could be adversely affected.
-
As described above the future impact of COVID-19 pandemic is an immeasurable risk.
Environmental Issues
The Group’s operations are subject to significant environmental regulation under the laws of the Commonwealth and State.
Adverse and unforeseen climatic events and climate change generally could potentially impact on the Group’s business in a combination of ways, with the four major risk areas considered to include:
-
(1) temperature sensitivity of fish: the Murray Cod species does tolerate a very wide range of temperatures, but if significant changes occurred in climate that either raised or lowered water temperatures significantly from historical ranges then we may suffer losses;
-
(2) flooding and storm surge exposure: Our pond infrastructure is built with significantly raised walls in areas where flooding has not been recorded historically, the topography of the irrigation area with the network of drainage canals also lowers risk of flooding. However if major flooding did occur which breeched our dam walls then losses could occur;
-
(3) low-oxygen hazard: We operate aerators on grow out ponds and have an extensive system of electrical, mechanical and chemical backup to ensure oxygen levels are maintained. However should these all fail simultaneously losses could occur to the Group;
-
(4) disease vulnerability: If a new disease or mutation of a known disease emerges in our fish stock that we are unable to treat effectively then the Group may suffer losses as result.
The Group’s operations are exposed to the natural environment and are therefore sensitive to climate change.
The Group is proud of its innovative operation which results in an extremely low impact on the environment. More information can be obtained from the Sustainability Statement included on page XVIII of this Annual Report.
02
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Directors’ Report
Your Directors present their report on the consolidated entity (referred to herein as the Group) consisting of Murray Cod Australia Limited and its controlled entities for the financial year ended 30 June 2022. The information in the preceding Operating and Financial Review forms part of the Directors Report for the financial year ended 30 June 2022 and is to be read in conjunction with the following information:
General Information
Directors
The following persons were Directors of Murray Cod Australia Limited during or since the end of the financial year up to the date of this report:
-
Ross James Anderson
-
Mathew John Ryan
-
George Roger Commins
-
Martin Andrew Priestley
-
David Stuart Crow (resigned 14 June 2022)
Particulars of each Director’s experience and qualifications are set out later in this report.
Dividends Paid or Recommended
No dividends have been paid or declared during the year ended 30 June 2022.
Indemnifying Officers or Auditor
The Group indemnifies its past, present and future Directors against liabilities arising out of their position with the Group, except where the liability arises out of conduct involving a lack of good faith. The deed stipulates that the Group will meet the full amount of any such liabilities, including costs and expenses.
The group has paid a premium in respect of a Directors’ and Officers’ insurance policy covering the liability of past, present or future Directors and Officers, including executive officers of the Group. The terms of the policy prohibit disclosure of the details of the amount of insurance cover and the premium paid. Accordingly, the Group relies on Section 300(9) of the Corporations Act 2001 to exempt it from the requirement to disclose the nature of the liability insured against and the premium amount of the policy.
Proceedings on Behalf of the Group
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
Non-audit Services
The Board of Directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:
-
all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor: and
-
the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The following fees were paid or payable to PinnacleHPC Pty Ltd for non-audit services provided during the year ended 30 June 2022:
| $ | |
|---|---|
| Taxation services Due diligence investigations |
Nil Nil |
| Nil |
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2022 has been received and can be found on page 12 of the Financial Report.
Options
The following options over shares were issued to employees under the Group’s Employee Securities Incentive Plan during the financial year and to the date of this report:
and to the date of this report: |
|
|---|---|
| Grant Date Date of expiry Exerciseprice |
Number under option |
| 26/11/2021 25/11/2025 $0.53 20/04/2022 03/04/2026 $0.27 |
16,000,000 480,000 |
| 16,480,000 |
At the date of this report, the unissued ordinary shares of Murray Cod Australia Limited under option are as follows:
03
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
| Grant Date Date of expiry Exerciseprice |
Number under option |
|---|---|
| 04/01/2021 3/01/2025 $ 0.25 11/02/2021 3/01/2025 $ 0.25 15/04/2021 3/01/2025 $ 0.25 14/05/2021 3/01/2025 $ 0.25 26/11/2021 25/11/2025 $ 0.53 20/04/2022 03/04/2026 $ 0.27 |
14,000,000 750,000 500,000 1,000,000 14,000,000 480,000 |
| 30,730,000 |
Option holders do not have any rights to participate in any issues of shares or other interests in the Group or any other entity.
For details of options issued to directors and executives as remuneration, refer to the Remuneration Report.
During the year ended 30 June 2022 102,825,000 ordinary shares of Murray Cod Australia Limited were issued on the exercise of options and performance rights granted. There has been no ordinary shares of Murray Cod Australia Limited issued since year end on the exercise of options granted.
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share of any other body corporate.
ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191
The Group is an entity to which ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 applies but the Group has not elected to obtain the relief available under the instrument. Accordingly, amounts in the Directors’ Report have been rounded to the nearest dollar.
Information Relating to Directors and Group Secretary
| Ross James Anderson | - Chairman |
|---|---|
| Qualifcations | - Chartered Accountant, BCom (with merit), CTA |
| Experience | - 30 Years’ as Chartered Accountant, 20 years’ as AFSL Holder, 7 years’ as Director of |
| MCA | |
| Interest in Shares and Options | - 63,054,895 ordinary shares, and 10,000,000 unlisted options |
| Directorships held in other listed entities during | - Nil |
| the three years prior to the current year | |
| Mathew John Ryan | - ManagingDirector |
| Qualifcations | - BRurSc |
| Experience | - Over 21 years’ experience in agricultural industry including 11 years’ in aquaculture |
| Interest in Shares and Options | - 113,571,429 ordinary shares, and 10,000,000 unlisted options |
| Directorships held in other listed entities during | - Nil |
| the three years prior to the current year | |
| George Roger Commins | - Director |
| Experience | - Over 40 years’ in Agribusiness |
| Interest in Shares and Options | - 50,332,857 ordinary shares, and 4,000,000 unlisted options |
| Directorships held in other listed entities during | - Nil |
| the three years prior to the current year | |
| Martin Andrew Priestley | - Director |
| Qualifcations | - BSc (Hons) |
| Experience | - Over 30 years' experience in fnance and leadership positions including MD, CEO and |
| Chair since mid 1990's | |
| Interest in Shares and Options | - 8,000,000 ordinary shares, and 4,000,000 unlisted options |
| Directorships held in other listed entities during | - Nil |
| the three years prior to the current year | |
| David Stuart Crow | - Director(Resigned 14/6/22) |
| Qualifcations | - B.Ec, M.Comm, PCC |
| Experience | - Over 30 years’ of international experience in FMCG (Fast Moving Consumer Goods) |
| Interest in Shares and Options | - 500,000 unlisted options |
| Directorships held in other listed entities during | - Nil |
| the three years prior to the current year |
04
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Group Secretary
The following persons held the position of Group Secretary at the end of the financial year. Brett Tucker CA. and Wendy Dillon CA.
Meetings of Directors
During the financial year 7 meetings of Directors (including committees of directors) were held.
Attendance by each director during the year were as follows:
| Directors | DIRECTORS' MEETINGS | DIRECTORS' MEETINGS | AUDIT COMMITTEE | AUDIT COMMITTEE |
|---|---|---|---|---|
| Number eligible to attend | Number attended | Number eligible to attend | Number attended | |
| Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
5 5 5 5 5 5 5 5 4 4 |
2 2 2 1 2 1 2 2 2 1 |
05
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Remuneration Report
Remuneration Policy
The remuneration policy of Murray Cod Australia Limited has been designed to align Key Management Personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated group’s financial results. The board of Murray Cod Australia Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the high-quality KMP to run and manage the consolidated group, as well as create goal congruence between directors, executives, and shareholders.
The Board’s policy for determining the nature and amount of remuneration for KMP of the consolidated group is as follows:
-
The remuneration policy is to be developed and approved by the Board after professional advice is sought from independent external consultants
-
All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options, and performance incentives.
-
Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met.
-
Incentives paid in the form of options or rights are intended to align the interests of the directors and Group with those of the shareholders.
-
• The Board reviews KMP packages annually by reference to the consolidated group’s performance, executive performance, and comparable information from industry sectors.
The performance of KMP is measured against criteria agreed biannually with each executive and is based predominantly on the forecast growth of the consolidated group’s profits and shareholder’s value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses, and options. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth.
KMP receive, at a minimum, a superannuation guarantee contribution required by the government, which up until 30 June 2022 was 10% and since 1 July 2022 has increased to 10.5% of the individual’s average weekly ordinary time earnings (AWOTE). Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.
Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement.
Any options issued under the Employee Share option Plan but not vested prior to the date of termination will lapse. All remuneration paid to KMP is valued at the cost to the Group and expensed.
The Board’s policy is to remunerate non-executive directors at market rates for time, commitment, and responsibilities. The Board determines payments to the non- executive directors and reviews their remuneration annually, based on market practice, duties and accountability.
Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at an Annual General Meeting.
KMP are encouraged to participate in employee share and option arrangements to align director’s interests with shareholders’ interests.
Options granted under the arrangement do not carry dividend or voting rights. Each option is entitled to be converted into one ordinary share and is measured using the Black-Scholes methodology.
Engagement of Remuneration Consultants
During the financial year the Board requested Egan Associates (specialists in advising Corporates regarding governance and remuneration strategies) to provide market information on the level of Executive Directors fees among organisations with comparable financial attributes to Murray Cod Australia Limited.
Performance-based Remuneration
The KPIs are set annually, with a certain level of consultation with KMP. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards.
Performance in relation to the KPI’s is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPI’s achieved. Following the assessment, the KPI’s are reviewed by the board in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPIs are set for the following year.
In determining whether or not a KPI has been achieved, Murray Cod Australia Limited bases the assessment on audited figures, however, where the KPI involves comparison of the Group or a division within the Group to the market, independent reports will be obtained from organisations such as Standard & Poors.
06
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Relationship Between Remuneration Policy and Group Performance
The remuneration policy has been tailored to increase goal congruence between shareholders, directors, and executives. Two methods have been applied to achieve this aim, the first being a performance-based bonus based on KPI, and the second being the issue of options to the majority of directors and executives to encourage the alignment of personal and shareholder interests.
The following table shows the gross revenue, profits and dividends for the last five years for the Group, as well as the share price at the end of the respective financial years. The improvement in the Company’s performance over the last five years has been reflected in the Company’s share price increase. The board is of the opinion that these results can be attributed, in part, to the previously described remuneration policy and is satisfied with the overall upwards trend in shareholder wealth over the past five years.
| Grant Date | 2022 $ |
2021 $ |
2020 $ |
2019 $ |
2018 $ |
|---|---|---|---|---|---|
| Revenue | 22,210,316 | 14,258,039 | 8,475,949 | 6,446,859 | 4,480,966 |
| Net proft/(Loss) | (8,749,185) | (1,164,283) | 61,690 | (3,674,901) | (268,191) |
| Share price at year-end | $0.20 | $0.40 | $0.125 | $0.20 | $0.072 |
| Dividends Paid | - | - | - | - | - |
Performance Conditions Linked to Remuneration
The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of various bonus reward schemes, specifically the incorporation of incentive payments based on the achievement of revenue targets, return on equity ratios and continued employment with the Group. Incentive payments may result where the Group returns operating production that meets the targets laid down in the options deed.
The satisfaction of the performance conditions is based on a review of the audited financial statements of the Group and publicly available market indices, as such figures reduce any risk of contention relating to payment eligibility. The Board does not believe that performance conditions should include a comparison with any other measures or factors external to the Group at this time.
Employment Details of Members of Key Management Personnel
The following table provides employment details of persons who were, during the financial year, members of KMP of the consolidated group. The table also illustrates the proportion of remuneration that was performance and non-performance based.
| Group KMP | Position Held as of 30 June 2022 and any change during the year | Contract details (Duration & Termination) |
|---|---|---|
| Ross James Anderson Executive Chairman No fxed term, 3-months notice Mathew John Ryan Managing Director No fxed term, 3-months notice George Roger Commins Director No fxed term, 3-month notice Martin Andrew Priestley Director No fxed term, 3-month notice David Stuart Crow Director (resigned 14/06/2022) Resigned 14/06/2022 |
| PROPORTIONS OF ELEMENTS OF REMUNERATION RELATED TO PERFORMANCE (other than options issued) |
PROPORTIONS OF ELEMENTS OF REMUNERATION RELATED TO PERFORMANCE (other than options issued) |
PROPORTIONS OF ELEMENTS OF REMUNERATION NOT RELATED TO PERFORMANCE |
|
|---|---|---|---|
| Group KMP | Non-salary cash-based incentives % |
Shares/ Units % | Fixed Salary/Fees % |
| Ross James Anderson Mathew John Ryan George Roger Commmins Martin Andrew Priestley David Stuart Crow |
- - - - - - - - - - |
100% 100% 100% 100% 100% |
The employment terms and conditions of all KMP are formalised in contracts of employment.
07
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Changes in Directors and Executives
On the 14th of June 2022 David Stuart Crow resigned as Director.
Remuneration Expense Details for the Year Ended 30 June 2022
The following table of benefits and payments represents the components of the current year and comparative year remuneration expenses for each member of KMP of the consolidated group. Such amounts have been calculated in accordance with Australian Accounting Standards:
Table of Benefits and Payments for the Year Ended 30 June 2022
| 2022 | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | POST EMPLOYMENT BENEFITS | POST EMPLOYMENT BENEFITS | POST EMPLOYMENT BENEFITS | POST EMPLOYMENT BENEFITS |
|---|---|---|---|---|---|---|---|---|
| Salary, Fees and Leave Paid $ |
Proft Share and Bonuses $ |
Non-monetary $ |
Salary and Fees Accrued $ |
Superannuation $ |
Other $ |
|||
| GroupKMP | ||||||||
| Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
160,008 - - - - - 200,000 - - - 20,000 - 30,000 - - - - - 30,000 - - - - - 30,000 - - - - - |
|||||||
| Total KMP | 450,008 - - - 20,000 - |
|||||||
| 2022 | LONG-TERM BENEFITS | EQUITY-SETTLED SHARE-BASED PAYMENTS |
Cash-Settled Share-Based Payments $ |
Termination Benefts $ |
Total $ |
|||
| Incentive Plans $ |
LSL $ |
Shares/Units $ |
Options/Rights $ |
|||||
| GroupKMP | ||||||||
| Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
- - - 713,235 - - 873,243 - - - 713,235 - - 933,235 - - - 285,294 - - 315,294 - - - 285,294 - - 315,294 - - - (35,167) - - (5,167) |
|||||||
| Total KMP | - - - 1,961,891 - - 2,431,899 |
08
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Table of Benefits and Payments for the Year Ended 30 June 2021
| 2021 | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | POST EMPLOYMENT BENEFITS | POST EMPLOYMENT BENEFITS | POST EMPLOYMENT BENEFITS | POST EMPLOYMENT BENEFITS |
|---|---|---|---|---|---|---|---|---|
| Salary, Fees and Leave Paid $ |
Proft Share and Bonuses $ |
Non-monetary $ |
Salary and Fees Accrued $ |
Superannuation $ |
Other $ |
|||
| GroupKMP | ||||||||
| Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
32,500 - - 73,333 - - 175,000 - - - 16,625 - 30,000 - - - 238 - 30,000 - - - - - 12,500 - - - - - |
|||||||
| Total KMP | 280,000 - - 73,333 16,863 - |
|||||||
| 2021 | LONG-TERM BENEFITS | EQUITY-SETTLED SHARE-BASED PAYMENTS |
||||||
| Incentive Plans $ |
LSL $ |
Shares/Units $ |
Options/Rights $ |
Cash-Settled Share-Based Payments $ |
Termination Benefts $ |
Total $ |
||
| GroupKMP | ||||||||
| Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
- - - 130,747 - - 236,580 - - - 130,747 - - 322,372 - - - 52,300 - - 82,538 - - - 52,300 - - 82,300 - - - 145,780 - - 158,280 |
|||||||
| Total KMP | - - - 511,874 - - 882,070 |
Securities Received that are not Performance Related
No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package. All options were issued by Murray Cod Australia Limited and entitle the holder to one ordinary share in Murray Cod Australia Limited for each option exercised. There have not been any alterations to the terms or conditions of any grants since grant date.
09
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Options and Rights Granted as Remuneration
| BALANCE AT BEGINNING OF YEAR |
GRANT DETAILS | GRANT DETAILS | GRANT DETAILS | EXERCISED/CANCELLED | EXERCISED/CANCELLED | |
|---|---|---|---|---|---|---|
| No. | Issued Date (Note 1g) |
No. (Note 1g) |
Value $ (Note 3) |
No. (Note 2) |
Value $ |
|
| GroupKMP | ||||||
| Ross James Anderson Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
1a,f,g 20,000,000 26/11/21 5,000,000 605,244 15,000,000 520,500 1b,f,g 15,000,000 - - - 15,000,000 750,000 1c,f,g 45,000,000 26/11/21 5,000,000 605,244 40,000,000 1,388,000 1d,f,g 22,000,000 26/11/21 2,000,000 242,098 20,000,000 694,000 1e,f,g 6,000,000 26/11/21 2,000,000 242,098 4,000,000 283,299 1f,g 2,000,000 26/11/21 2,000,000 242,098 3,500,000 278,701 |
|||||
| Total KMP | 110,000,000 16,000,000 1,936,782 97,500,000 3,914,500 |
| LAPSED | BALANCE AT END OF YEAR |
VESTED | VESTED | VESTED | UNVESTED | |
|---|---|---|---|---|---|---|
| No. | No. | Exercisable No. |
Unexercisable No. |
Total at End of Year No. |
Total at End of Year No. |
|
| GroupKMP | ||||||
| Ross James Anderson Ross James Anderson Mathew John Ryan George Roger Commins Martin Andrew Priestley David Stuart Crow |
10,000,000 1,250,000 - 1,250,000 8,750,000 - - - - - 10,000,000 1,250,000 - 1,250,000 8,750,000 4,000,000 500,000 - 500,000 3,500,000 4,000,000 500,000 - 500,000 3,500,000 500,000 500,000 - 500,000 - |
|||||
| Total KMP | 28,500,000 4,000,000 - 4,000,000 24,500,000 |
-
Note 1a 15,000,000 options were granted as a performance incentive for the successful initial public offering and acquisition of the aquaculture businesses as disclosed in prior year reports. The unlisted options issued have an exercise price of 7.5cents each and expire on 16 January 2022. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 tonnes of Murray cod was achieved. These options were exercised on 13th January 2022.
-
Note 1b The performance rights were granted pursuant to the Bidgee Fresh Pty Ltd acquisition agreement as an incentive to develop the growth of the Group over the following 5 years. They are broken into three tranches of 5 million rights each. Vesting conditions are as follows: 5 million are vested upon production and sale of 50 tonnes of Murray cod within 3 years, 5 million rights vest upon production and sale of 100 tonnes within 4 years and the remaining 5 million rights vest upon production and sale of 150 tonnes of Murray cod within 5 years from the date of issue. 10,000,000 performance rights were vested on the 20th February 2019 when the production and sale of 100 tonnes of Murray cod was achieved. The final tranche were vested on the 25th February 2020 when the production and sale of 150 tonnes of Murray cod was achieved. The performance rights were converted to ordinary shares on the 10th January 2022.
-
Note 1c 20,000,000 unlisted options were issued as partial consideration for the acquisition of Bidgee Fresh Pty Ltd to M & B Ryan Pty Ltd an entity associated with Mr Ryan. A further 20,000,000 unlisted options were issued as partial consideration for the acquisition of the business known as Riverina Acquaculture to M & B Ryan Pty Ltd, an entity associated with Mr Ryan. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 tonnes of Murray cod was achieved. These options were exercised on 14th January 2022.
-
Note 1d 20,000,000 unlisted options were issued as partial consideration for the acquisition of Bidgee Fresh Pty Ltd to Brigalow Enterprises Pty Ltd, an entity associated with Mr Commins. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 Tonnes of Murray cod was achieved. These options were exercised on 14th January 2022.
-
Note 1e 2,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 7.5cents each and expire on 16 January 2022, these options vested upon production and sale of 100 tonnes of Murray cod on 20th February 2019. These options were exercised on the 29th October 2021.
-
2,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 12.5cents each and expire on 10th December 2021. The options had no vesting condition when issued. These options were exercised on the 29th October 2021.
-
Note 1f 16,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 25cents each and expire on 3rd January 2025. At the 30th of June 2022 10,500,000 options are unvested. 4,000,000 options vested on 1st July 2021, 3,500,000 options vest on 1st July 2022, 3,500,000 options vest on 1st July 2023 and 3.500,000 options vest on 1st July 2024. 1,500,000 options were cancelled on 23/6/22.
10
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
-
Note 1g 16,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 53cents each and expire on 25th November 2025. At the 30th of June 2022 14,000,000 options are unvested. 3,500,000 options vest on 1st July 2022, 3,500,000 options vest on 1st July 2023, 3,500,000 options vest on 1st July 2024 and 3.500,000 options vest on 1st July 2025. 2,000,000 options were cancelled on 23/6/22.
-
Note 2 All options exercised resulted in the issue of ordinary shares in Murray Cod Australia Limited on a 1: 1 basis. All persons exercising options paid the applicable exercise price.
-
Note 3 The fair value of options granted as remuneration as shown in the above table has been determined in accordance with Australia Accounting Standards and will be recognised as an expense over the relevant vesting period, to the extent that conditions necessary for vesting are satisfied.
Description of Options/Rights Issued as Remuneration
During 2022 16,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 53 cents each and expire on 25th November 2025. On the 23rd of June 2022 2,000,000 of these options were cancelled due to the resignation of Director David Crow. At the 30th of June 2022 the 14,000,000 options are unvested. 3,500,000 options vest on 1st July 2022, 3,500,000 options vest on 1st July 2023, 3,500,000 options vest on 1st July 2024 and 3,500,000 options vest on 1st July 2025.
Option values at grant date were determined using the Black-Scholes method.
Details relating to service and performance criteria required for vesting have been provided in the cash bonuses, performance-related bonuses and share-based payment table.
KMP Shareholdings
The number of ordinary shares in Murray Cod Australia Limited held by each KMP of the Group during the financial year is as follows:
| Balance at Beginningof Year |
Granted as Remuneration duringthe Year |
Issued on Exercise of Options duringthe Year |
Other Charges duringthe Year |
Balance at End of Year |
|---|---|---|---|---|
| Ross James Anderson 13,541,359 - 30,000,000 19,513,536 63,054,895 Mathew John Ryan 88,571,429 - 40,000,000 (15,000,000) 113,571,429 George Roger Commins 27,687,157 - 20,000,000 2,645,700 50,332,857 Martin Andrew Priestley 4,000,000 - 4,000,000 - 8,000,000 David Stuart Crow - - - - - |
||||
| Total KMP 133,799,945 - 94,000,000 7,159,236 234,959,181 |
Other Equity-Related KMP Transactions
There have been no other transactions involving equity instruments apart from those described in the tables above relating to options, rights and shareholdings.
Loans to KMP
No loans have been made to any KMP during the course of the year and no loans are outstanding from any KMP.
Other Transactions with KMP and/or their Related Parties
There were no other transactions conducted between the Group and KMP or their related parties, apart from those disclosed above relating to equity, compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons.
This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors.
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Ross James Anderson
Dated: 30th August 2022
11
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Auditor's Independence Declaration
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----- Start of picture text -----
PinnacleHPC Pty Ltd
ABN 15 866 782 108
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MURRAY COD AUSTRALIA LIMITED AND CONTROLLED ENTITIES
AUDITOR’S INDEPENDENCE DECLARATION UNDER S 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF
MURRAY COD AUSTRALIA LIMITED
In accordance with Section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Murray Cod Australia Limited. I declare that, to the best of my knowledge and belief, during the year ended 30 June 2022 there have been no contraventions of:
-
i. the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
ii. any applicable code of professional conduct in relation to the audit.
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.......................................................................... J.P. Keenan FCPA Registered Company Auditor 156228 135 Yambil Street Griffith NSW 2680
Dated this 30[th] day of August 2022
Griffith Sydney Leeton 135 Yambil Street, Griffith NSW 2680 Suite 610/180 Ocean Street, Edgecliff NSW 2027 Unit 1, 2 Kurrajong Avenue, Leeton NSW 2705 Phone: 02 6960 1200 Fax: 02 6960 1299 Phone: 02 9363 2377 Fax: 02 9362 3146 Phone: 02 6953 4515 Fax: 02 6960 1299 PO Box 1467, Griffith NSW 2680 PO Box 85, Edgecliff NSW 2027 PO Box 1467, Griffith NSW 2680 Email: [email protected] Web: www.pinnaclehpc.com.au Liability limited by a Scheme approved under Professional Standards Legislation
12
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Consolidated Statement of Profit or Loss and Other Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2022
| Note | CONSOLIDATED GROUP 2022 $ 2021 $ |
|---|---|
| CONTINUING OPERATIONS | |
| Revenue 3 Other income 3 Net gain from changes in fair value of biological assets 11 Adjustment to fair value of biological assets 11 Employee benefts expense Depreciation and amortisation expense 4 Cost of Sales – equipment 4 Cost of Sales – fsh 4 Cost of Sales – processing plant 4 Cost of Sales – cattle 4 Administrative and other expenses Fish farm operating expenses Share based payment expense 4,25 Net Proft/(Loss) before income tax Tax expense 5 Net Proft/(Loss) from continuing operations Discontinued operations Net Proft/(Loss) for the year after tax Other comprehensive income: Items that will not be reclassifed subsequently to proft or loss: Revaluation gain on land and buildings and water rights and licences, net of tax 5c Total other comprehensive income for the year Total comprehensive income for the year Earnings per share From continuing and discontinued operations: Basic earnings/(loss) per share (cents) 8 Diluted earnings/(loss) per share (cents) 8 From continuing operations: Basic earnings/(loss) per share (cents) 8 Diluted earnings/(loss) per share (cents) 8 From discontinued operations: Basic earnings/(loss) per share (cents) 8 The accompanying notes form part of these fnancial statements. |
12,708,545 9,718,706 748,712 885,822 9,501,771 4,539,333 (2,492,954) - (5,403,496) (3,574,452) (1,633,911) (1,097,280) (11,112) (33,205) (15,699,015) (6,860,745) 2,506 (22,548) (48,945) - (1,900,652) (1,190,175) (3,690,328) (3,030,763) (2,124,091) (687,630) |
| (10,042,970) (1,352,937) 1,293,785 188,654 |
|
| (8,749,185) (1,164,283) - - |
|
| (8,749,185) (1,164,283) |
|
| 14,219,996 - |
|
| 14,219,996 - |
|
| 14,219,996 - |
|
| (1.293) (0.206) (1.156) (0.171) (1.293) (0.206) (1.156) (0.171) - - |
13
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Consolidated Statement of Financial Position
FOR THE YEAR ENDED 30 JUNE 2022
| Note | CONSOLIDATED GROUP 2022 $ 2021 $ |
|---|---|
| ASSETS Current Assets Cash and cash equivalents 9 Trade and other receivables 10 Inventories 11 Other assets 16 Total Current Assets Non-Current Assets Other fnancial assets 12 Property, plant and equipment 14 Deferred tax assets 20 Right of use assets 17 Intangible assets 15 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables 18 Borrowings 19 Lease liabilities Provisions 21 Total Current Liabilities Non-Current Liabilities Borrowings 19 Lease liabilities Deferred tax liabilities 20 Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital 22 Reserves 30 Retained earnings Total Equity |
27,027,855 3,468,432 651,123 526,912 14,685,349 15,486,926 392,330 676,473 |
| 42,756,657 20,158,743 |
|
| 103 95 36,068,339 11,140,041 2,789,280 775,601 5,510,197 3,776,515 4,906,859 4,760,267 |
|
| 49,274,778 20,452,519 |
|
| 92,031,435 40,611,262 |
|
| 998,437 1,217,794 696,402 573,219 493,281 231,629 418,216 307,935 |
|
| 2,606,336 2,330,577 |
|
| 1,635,359 2,213,178 5,181,232 3,643,538 6,221,347 528,521 |
|
| 13,037,938 6,385,237 |
|
| 15,644,274 8,715,814 |
|
| 76,387,161 31,895,448 |
|
| 78,787,556 37,878,336 17,605,684 5,274,006 (20,006,079) (11,256,894) |
|
| 76,387,161 31,895,448 |
The accompanying notes form part of these financial statements.
14
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2022
| SHARE CAPITAL | SHARE CAPITAL | SHARE CAPITAL | |||
|---|---|---|---|---|---|
| Note | Ordinary $ |
Redeemable Preferred $ |
Deferred Ordinary Shares $ |
Retained Earnings |
|
| Consolidated Group Balance at 1 July 2020 Comprehensive Income Proft/(loss) for the year Total comprehensive income for the year Transactions with owners, in their capacity as owners, and other transfers Shares issued during the year Transactions costs Options and Performance Rights Vested during the year Options exercised or lapsed during the year Options issued during the year Total transactions with owners and other transfers Other Transfers to Reserves Total Other Balance at 30 June 2021 Balance at 1 July 2021 Comprehensive Income Proft/(Loss) for the year Other comprehensive income for the year Total comprehensive income for the year Transactions with owners, in their capacity as owners, and other transfers Shares issued during the year Transaction costs Options and Performance Rights Vested during the year Options exercised or lapsed during the year Options issued during the year Total transactions with owners and other transfers Other Transfer to Reserves Total Other Balance at 30 June 2022 |
The accompanying notes form part of these financial statements.
15
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
| RESERVES | RESERVES | RESERVES | RESERVES | RESERVES | |||||
|---|---|---|---|---|---|---|---|---|---|
| Revaluation Surplus $ |
Asset Revaluation Reserve $ |
Foreign Currency Translation Reserve $ |
General Reserve $ |
Option Reserve $ |
Performance Share Based | Subtotal $ |
Non- controlling Interests $ |
Total $ |
|
| Rights Reserve $ |
Payment Reserve $ |
||||||||
| - 582,950 - - 3,334,895 - - - - - |
750,000 - 31,985,365 - - (1,164,283) |
- - |
31,985,365 (1,164,283) |
||||||
| - - - - - |
- - (1,164,283) |
- | (1,164,283) | ||||||
| - - - - - - - - - - - - - - - - - - - (150,089) - - - - 640,400 |
- - 476,964 - - (8,759) - - - - - (150,089) - - 640,400 |
- - - - - |
476,964 (8,759) - (150,089) 640,400 |
||||||
| - - - - 490,311 |
- - 958,516 |
- | 958,516 | ||||||
| - 115,850 - - - |
- - 115,850 |
- | 115,850 | ||||||
| - 115,850 - - - |
- - 115,850 |
- | 115,850 | ||||||
| - 698,800 - - 3,825,206 |
750,000 - 31,895,448 |
- | 31,895,448 | ||||||
| 698,800 3,825,206 - - - - - - 14,219,996 - - - |
750,000 31,895,448 - - (8,749,185) - - 14,219,996 |
- - |
31,895,448 (8,749,185) 14,219,996 |
||||||
| - 14,219,996 - - - |
- - 5,470,811 |
- | 5,470,811 | ||||||
| - - - - - - - - - - - - - - 514,847 - - - - (3,401,861) - - - - 1,748,696 |
- - 42,217,050 - - (1,307,830) - - 514,847 (750,000) - (4,151,861) - - 1,748,696 |
- - - - - |
42,217,050 (1,307,830) 514,847 (4,151,861) 1,748,696 |
||||||
| - - - - (1,138,318) |
(750,000) - 39,020,902 |
- | 39,020,902 | ||||||
| - - - - - |
- - - |
- | - | ||||||
| - - - - - |
- - - |
- | - | ||||||
| - 14,918,796 - - 2,686,888 |
- - 76,387,161 |
- | 76,387,161 |
16
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2022
| Note | CONSOLIDATED GROUP 2022 $ 2021 $ |
|---|---|
| Cash Flows from Operating Activities Receipts from customers and government grants Interest received Payments to suppliers and employees Income tax refunded Net cash (used in)/generated by operating activities 24a Cash Flows from Investing Activities Purchase of trademarks Purchase of property, plant and equipment Disposal of property, plant and equipment Purchase of fnancial assets Purchase of intellectual property Purchase of intangible assets Purchase of subsidiary Net cash (used in)/generated by investing activities Cash Flows from Financing Activities Proceeds from issue of shares and exercise of options Proceeds from borrowings Capital costs on issue of share capital Repayment of borrowings Repayment of lease liabilities Net cash provided by (used in) fnancing activities Net increase/(decrease) in cash held Cash and cash equivalents at beginning of fnancial year Efect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at end of fnancial year 9 |
12,084,978 10,195,793 17 1,067 (17,556,149) (12,206,750) - 1,874 |
| (5,471,154) (2,008,016) |
|
| (9,992) (17,337) (7,063,559) (2,404,871) 20,254 231,290 (8) (9) - - - |
|
| (7,053,305) (2,190,927) |
|
| 38,251,871 326,875 160,496 1,784,341 (1,307,830) (8,759) (640,095) (348,665) (405,523) (191,870) |
|
| 36,058,919 1,561,922 |
|
| 23,534,460 (2,637,021) 3,434,576 6,071,597 |
|
| 26,969,036 3,434,576 |
The accompanying notes form part of these financial statements.
17
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
These consolidated financial statements and notes represent those of Murray Cod Australia Limited and Controlled Entities (the “consolidated group” or “group”). The separate financial statements of the parent entity, Murray Cod Australia Limited, have not been presented within this financial report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on the 30th August 2022 by the directors of the Group.
Note 1 Summary of Significant Accounting Policies
Basis of Preparation
These general purposes consolidated financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards, and Interpretations of the Australian Accounting Standards Board and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets and financial liabilities.
(a) Principles of Consolidation
The Consolidated financial statements incorporate all assets, liabilities, and results of the Murray Cod Australia Limited and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls an entity when it 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. A list of the subsidiaries is provided in Note 13.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Inter-Group transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting polices of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling Interests”. The Group initially recognizes non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or the non – controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.
Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the indefinable assets acquired, and liabilities (including contingent liabilities) assumed is recognized (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.
The acquisition of a business may result in the recognition of good will or a gain from a bargain purchase.
Goodwill
Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:
(i) The consideration transferred at fair value;
(ii) Any non-controlling interest (determined under either fair value or proportionate interest method); and
(iii) The acquisition date fair value of any previously held equity interest;
Over the acquisition date fair value of any identifiable assets acquired and liabilities assumed.
The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.
Changes in the group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Group.
18
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
When the Group loses control of subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss transferred to another category of equity as specified /permitted by applicable Accounting Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139: Financial Instruments: Recognition and Measurement, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective note to the financial statements disclosing the business combination.
Under the full goodwill method, the fair value of the non-controlling interest is determined using valuation techniques which make the maximum use of market information where available.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.
Goodwill is tested for impairment annually and is allocated to the Group’s cash-generating units or groups of cash -generating units, representing the lowest level at which goodwill is monitored and not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.
(b) Income Tax
The income Tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).
Current income tax expense charged profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been enacted or substantively enacted by the reporting period.
Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss or arising from a business combination.
A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from:(a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (I) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised, or the liability is settled, and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the entity in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilized, unless the deferred tax asset relating to temporary differences arises from the initial recognition of an asset or liability in a transaction that:
-
Is not a business combination; and
-
At the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and join ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled, and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set – off exists and it is intended that net settlement or simultaneous realization and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (i) a legally enforceable right of set -off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
(c) Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable accounting standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e., Unforced) transaction between independent, knowledgeable, and willing market participants at the measurement date.
19
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
- For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
(d) Inventories
- All inventories are measured at the lower of cost and net realisable value unless they are Biological Assets. Refer to Note 1(e) regarding the measurement and valuation of Biological Assets.
(e) Biological Assets
Biological Assets comprise Murray cod, Silver perch and Golden perch live fish. Biological assets are measured at their fair value less costs to sell in accordance with AASB141 Agriculture, with any changes to fair value recognised immediately in the statement of profit or less and other comprehensive income. Fair value of a biological asset is based on its present location and condition, if an active or other effective market exists for the biological asset or agricultural asset. If an active market does not exist, then we use one of the following when available in determining fair value:
-
The most recent market transaction price, provided that there has not been a significant change in economic circumstances between the date of that transaction and the end of the reporting period; or
-
Market prices, in markets accessible to the entity, for similar assets with adjustments to reflect differences; or
-
Sector benchmarks
(f) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.
Property
Freehold land and buildings are carried at their fair value (being the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length transaction), based on periodic valuations by external independent valuers, less accumulated impairment losses and accumulated depreciation for buildings.
Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation surplus in equity. Decreases that offset previous increases of the same asset are recognised against revaluation surplus directly in equity; all other decreases are recognised in profit or loss.
Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
Plant and Equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(I)) for details of impairment).
The carrying amount of plant and equipment is reviewed annually by Directors to ensure is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line basis over the asset’s useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
20
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Depreciation Rate |
|---|---|
| Buildings | 2.5-5% |
| Plant and equipment | 5-33.33% |
| Leased plant and equipment | 5-33.33% |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. Gains shall not be classified as revenue. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retain earnings.
(g) Exploration and Development Expenditure
Exploration, evaluation, and development expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activated in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit or loss in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortized over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitlise costs in relation to that area.
Costs of site restoration are provided for over the life of the project from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements, and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.
(h) Investment Property
- Whilst the Group does not currently hold any investment properties our policy is as follows. Any investment property is initially measured at cost and subsequently measured at far value.
Fair value of investment properties is determined annually based on a valuation by an independent valuer who has recognised and appropriate professional qualifications and recent experience in the location and category of investment property being valued. Fair values are determined by the valuer using market information, including prices for similar properties in comparable locations.
Changes to fair values of investment properties are recognised in profit or loss in the period in which they occur.
(i) Leases (the group as lessee)
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease payment, a right-of-use asset and a corresponding lease liability is recognised by the Group where there is a lease. However, all contracts that are classified as short-term leases (lease with reaming lease term of 12-months or less) and leases of low value assets are recognised as an operating expense on a straight-line basis over the term of the lease.
Initially the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
-
Fixed lease payments less any lease incentives;
-
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
-
The amount expected to be payable by the lessee under residual value guarantees;
-
The exercise price of purchase options if the lessee is reasonably certain to exercise the options;
-
Lease payments under extension options is lessee is reasonably certain to exercise the options; and
-
Payments of penalties for terminating the lease, if the lease term reflect the exercise of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments made at or before the commencement date as well as any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates exercising a purchase option, the specific asset is depreciated over the useful life of the underlying asset.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(j) Non-Current Assets Held For Sale and Discontinued Operations
Non-current assets and disposal groups are classified as held for sale and generally measured at the lower of carrying amount and fair value less costs to sell, where the carrying amount will be recovered principally though sale as opposed to continued use. No depreciation or amortization is charged against assets classified as held for sale.
Classification as “held for sale” occurs when: management has committed to a plan for immediate sale; the sale is expected to occur within one year from the date of classification; and active marketing of the asset has commenced. Such assets are classified as current assets.
A discontinued operation is a component of an entity, being a cash-generating unit (or a group of cash-generating units), that either has been disposed of, or is classified as held for sale, and: represents a separate major line of business or geographical area operations; is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with the view to resale.
Impairment losses are recognised for any initial or subsequent write-down of an asset (or disposal group) classified as held for sale to fair value less costs to sell. Any reversal of impairment recognised on classification as held for sale prior to such classification is recognised as a gain in profit or loss in the period in which it occurs.
(k) Financial Instruments
Recognition and Initial Measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (I.e., trade date accounting is adopted).
Financial instruments (except for trade receivables are initially measured at fair value plus transaction costs except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied as specified in AASB 15.63.
Classification and Subsequent Measurement
Financial liabilities
Financial instruments are subsequently measured at:
-
Amortised cost; or
-
• Fair value through profit or loss.
-
A financial liability is measured at fair value through profit and loss if the financial liability is:
-
a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies;
-
held or trading; or
-
initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition.
A financial liability is held for trading if:
-
it is incurred for the purpose of repurchasing or repaying in the near term;
-
part of a portfolio where there is an actual pattern of short-term profit taking; or
-
a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in an effective hedging relationship).
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship are recognised in profit or loss.
The change in fair value of the financial liability attributable to changes in the issuer’s credit risk is taken to other comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retain =d earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income.
A financial liability cannot be reclassified.
Financial Guarantee Contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with terms of a debt instrument.
Financial guarantee contracts are initially measured at fair values (and if not designated as at fair value through profit or loss and do not arise from a transfer of a financial asset) and subsequently measured at the higher of:
-
the amount of loss allowance determined in accordance with AASB 9.3.25.3; and
-
the amount initially recognised less the accumulative amount of income recognised in accordance with the revenue recognition policies.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Financial Assets
Financial assets are subsequently measured at:
-
Amortised cost;
-
Fair value through other comprehensive income; or
-
Fair value through profit or loss.
Measurement is on the basis of two primary criteria:
-
The contractual cash flow characteristics of the financial asset; and
-
The business model for managing the financial assets.
-
A financial asset that meets the following conditions is subsequently measured at amortised cost:
-
The financial asset is managed solely to collect contractual cash flows; and
-
The contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates.
-
A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive income:
-
The contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates; and
-
The business model for managing the financial assets comprises both contractual cash flows collection and the selling of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through other comprehensive income are subsequently measured at fair value though profit or loss.
The Group initially designates a financial instrument as measured at fair value through profit or loss if:
-
It eliminates or significantly reduces a measurement or recognition inconsistently (often referred to as “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases;
-
It is in accordance with the documented risk management or investment strategy, and information about the groupings was documented appropriately, so that the performance of the financial liability that was part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis;
-
It is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the contract.
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until financial asset is derecognised.
Equity Instruments
At initial recognition, as long as the equity instrument is not held for trading and not a contingent consideration recognised by an acquirer in a business combination to which AASB 3: Business Combinations applies, the Group made an irrevocable election to measure any subsequent changes in fair value of the equity instruments in other comprehensive income, while the dividend revenue received on underlying equity instruments investment will still be recognised in profit or loss.
Regular way purchases and sales of financial assets are recognised and derecognized at settlement date in accordance with the Group’s accounting policy.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (i.e., when the obligation in the contract is discharged, cancelled, or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of financial asset:
-
The right to receive cash flows from the asset has expired or been transferred;
-
All risk and rewards of ownership of the asset have been substantially transferred; and
-
The Group no longer controls the asset (i.e., the Group has no practical ability to Make a unilateral decision to sell the asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss.
On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss but is transferred to retained earnings.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Derivative Financial Instruments
The Group enter into various derivative financial instruments (i.e., foreign exchange forward contracts and interest rate swaps) to manage its exposure to interest rate and foreign exchange rate risks.
Derivative financial instruments are initially and subsequently measured at fair value. All gains and losses subsequent to the initial recognition are recognised in profit or loss.
The Group currently does not hold any derivatives.
Hedge Accounting
At the inception of a hedge relationship, the Group identifies the appropriate risks to be managed by documenting the relationship between the hedging instrument and the hedged item, along with risk management objectives and the strategy for undertaking various hedge transactions.
The Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item
attributable to the hedged risk. That is, whether the hedging relationships meet all of the following hedge effective requirements:
-
There is an economic relationship between the hedged item and the hedging instrument;
-
The effect of credit risk does not dominate the value changes that result from that economic relationship; and
-
The hedged ratio of the hedging relationship is the same at that resulting from the quantity of the hedged item that the Group hedges and the quantity of the hedging instrument that the Group uses to hedge the quantity of hedged item.
When the hedging relationship ceases to meet the hedging ratio requirement, the Group rebalances the hedge so that it meets the qualifying criteria again.
Discontinuation of hedge is not voluntary and is only permitted if:
-
The risk management objective has changed;
-
There is no longer an economic relationship between the hedged item and the hedging instrument; or
-
The credit risk is dominating the hedge relationship.
Qualifying items
Each eligible hedged item must be reliably measurable and will only be designated as a hedge item if it is made with a party which is not part of the Group and is from one of the following categories:
-
A recognised asset or liability (financial or non-financial);
-
An unrecognised firm commitment (binding agreement with specified quantity, price, and dates); or
-
A highly probable forecast transaction.
Fair value hedges
At each reporting date, except when the hedging instrument hedges an equity instrument designated as at fair value through other comprehensive income, the carrying amount of the qualifying hedge instruments will be adjusted for the value change and the attribute change is recognised in profit and loss, at the same line as the hedged item.
When the hedged item is an equity instrument designated as at fair value through other comprehensive income, the hedging gain or loss remains in other comprehensive income to match the hedging instrument.
Cash flow hedges
The effective portion of the changes in fair value of the hedging instrument is not recognised directly in profit and loss, but to the extent the hedging relationship is effective, it is recognised in other comprehensive income and accumulated under the heading Cash Flow Hedging Reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion (balancing figure) is recognised immediately in profit or loss.
Hedge accounting on cash flow hedge instruments is discontinued prospectively when the hedge relationship no longer meets the qualifying criteria. Amounts recognised in the cash flow hedging reserve that are related to the discontinued hedging instrument will immediately be reclassified to profit or loss.
The group currently does not carry out any hedging.
Preference Shares
Preferred share capital is classified as equity if it is non-redeemable or redeemable only at the discretion of the parent Company, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon declaration by the Directors. Preferred share is classified as a liability if it is redeemable on a set date or at the option of the shareholders, or where the dividends are mandatory. Dividends thereon are recognised as interest expense in profit or loss.
The Group currently does not have any Preference Shares.
Compound Financial Instruments
Compound instruments (convertible preference shares) issued by the Group are classified as either financial liabilities or equity in accordance with the substance of the arrangements. An option that is convertible and that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments will be classified as equity.
The fair value of the liability component is estimated on date of issue. This is done by using the prevailing market interest rate of the same kind of instrument. This amount is recognised using the effective interest method as a liability at amortised cost until conversion or the end of life of the instrument.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
The equity portion is calculated by deducting the liability amount from the fair value of the instrument as a whole. The equity portion is not remeasured after initial recognition. Equity will remain as such until the option is exercised. When the option is exercised a corresponding amount will be transferred to share capital. If the option lapses without the option being exercised the balance in equity will be recognised in profit or loss.
Costs of the transaction of the issue of convertible instruments are proportionally allocated to the equity and liability. Transaction costs in regards to the liability are included in the carrying amount of the liability and are amortised over its life using the effective interest method. Transaction cost in equity is directly recognised in equity.
Impairment
The Group recognises a loss allowance for expected credit losses on:
-
Financial assets that are measured at amortised cost or fair value through other comprehensive income;
-
Lease receivables;
-
Contract assets (e.g., amounts due from customers under construction contracts);
-
Loan commitments that are not measured at fair value through profit or loss; and
-
Financial guarantee contracts that are not measured at fair value through profit or loss.
Loss allowance is not recognised for:
-
Financial assets measured at fair value through profit los; or
-
Equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments:
-
The general approach;
-
The simplified approach;
-
The purchased pr originated credit impaired approach; and
-
Low credit risk operational simplification.
General approach
-
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are credit-impaired, and if:
-
The credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; or
-
There is no significant increase in credit risk since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to:
-
Trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from contracts with customers and which do not contain a significant financing component; and
-
Lease receivables.
In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (i.e., diversity of customer base, appropriate groupings of historical loss experience, etc.).
Purchased or originated credit-impaired approach
For a financial asset that is considered credit-impaired (not on acquisition or originated), the Group measures any change in its lifetime expected credit loss as the difference between the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognised in profit or loss as an impairment gain or loss.
Evidence of credit impairment includes:
-
Significant financial difficulty of the issuer or borrower;
-
A breach of contract (e.g. default or past due event);
-
A lender granting to the borrower a concession, due to the borrower’s financial difficulty, that the lender would not otherwise consider;
-
High probability that the borrower will enter bankruptcy or other financial reorganization: and
-
The disappearance of an active market for the financial asset because of financial difficulties.
Low credit risk operational simplification approach
If a financial asset is determined to have low credit risk at the initial reporting date, the Group applies its internal credit risk has not increased significantly since initial recognition and accordingly it can continue to recognise a loss allowance of 12- month expected credit loss.
In order to make such a determination that the financial asset has low credit risk, the Group applies its internal credit risk ratings or other methodologies using a globally comparable definition of low credit risk.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
A financial asset is not considered to carry low credit risk if:
-
There is a low risk of default by the borrower;
-
The borrower has strong capacity to meet its contractual cash flow obligations in the near term; or
-
Adverse changes in economic and business conditions in the longer term may, but not necessarily will, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
A financial asset is not considered to carry low credit risk merely due to existence of collateral, or because a borrower has a risk of default lower than the risk inherent in the financial assets, or lower than the credit risk of the jurisdiction in which it operates.
Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income.
The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to tat asset.
Assets measured at fair value through other comprehensive income are recognised at fair value, with changes in fair value recognised in other comprehensive income. Amounts in relation to change in credit risk are transferred from other comprehensive income to profit or loss at every reporting period.
For financial assets that are unrecognised (e.g., loan commitments yet to be drawn, financial guarantees), a provision for loss allowance is created in the statement of financial position to recognise the loss allowance.
(l) Impairment of Assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g., in accordance with the revaluation model in AASB 116: Property, Plant, and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
(m) Investments in Associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control of those policies. Investments in associates are accounted for in the financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost (including transaction costs) and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate. In addition, the Group’s share of the profit or loss and other comprehensive income is included in the financial statements.
The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition, whereby the Group’s share of net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired.
Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’ s interest in the associate.
When the Group’s share of losses in an associate equal or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it had incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of losses not recognised.
The requirements of AASB 128: Investments in Associates and joint Ventures and AASB 9: Financial Instruments are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with AASB 136: Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss is recognised in accordance with AASB 136 to the extent that the recoverable amount of the investment subsequently increases.
26
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(n) Interests in Joint Arrangements
Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous decisions about relevant activities are required.
Separate joint venture entities providing joint ventures with an interest to net assets are classified as a joint venture and accounted for using the equity method. Refer to Note 1(m) for a description of the equity method of accounting.
Joint operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure to each liability of the arrangement. The Group’s interests in assets, liabilities, revenue, and expenses of joint operations are included in the respective line items of the financial statements.
Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties’ interests when the Group makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint arrangement until it resells those goods/assets to a third party.
(o) Intangible Assets Other than Goodwill
Trademarks and Licenses
Patents and trademarks are recognised at cost of acquisition.
Water Rights and Licenses
Water rights and licenses held by the Group are classified as intangible assets. There is a sophisticated and well-regulated market network which provides daily prices of the permanent licenses and annual allocations. The Group revalues the water licenses each half year in accordance with the prevailing market prices at balance date. Refer to Note 15.
Research and Development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project is expected to deliver future economic benefits and these benefits can be measured reliably. Capitalised development costs have finite useful life and are amortised in a systematic basis based on the future economic benefits over the useful life of a project.
- (p) Foreign Currency Transactions and Balances
Functional and Presentation Currency
The functional currency of the Group is the currency of the primary economic environment in which the Group operates. The financial statements are presented in Australian dollars, which is the Group’s functional currency.
Transaction and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non -monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit loss, except exchange differences that arise from net investment hedges.
Exchange differences arising on the translation of the non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gai or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit loss.
The Group
The financial results and position of foreign operations whose functional currency is different from the entity’s presentation currency are translated as follows:
-
Assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
-
Income and expense are translated at exchange rates on the date of transaction: and
-
All resulting exchange differences are recognised in other comprehensive income.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in the other comprehensive income and included in the foreign currency translation reserve in the statement of financial position and allocated to non- controlling interest where relevant. The cumulative amount of these differences is reclassified into profit or loss on the period in which the operation is disposed of.
- (q) Employee Benefits
Short-Term Employee Benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12-months after the end of the annual reporting period in which the employees render the related service, including wages, salaries, and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position if there is an amount outstanding at balance date. The Group’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Other Long-Term Employee Benefits
Provisions are made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12-months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees.
Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.
The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the group the group does not have an unconditional right to defer settlement for at least 12-months after the end of the reporting period, in which cases the obligations are presented as current provisions.
Termination Benefits
When applicable, the Group recognises a liability and expense for termination benefits at the earlier of:
-
The date when the Group can no longer withdraw the offer for termination benefits; and
-
When the Group recognises costs for reconstructing pursuant to AASB 137: Provisions, Contingent Liabilities and Contingent Assets and the costs include termination benefits.
In either case, unless the number of employees affected is known, the obligation for termination benefits is measured on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled wholly before 12-months after the annua reporting period in which the benefits are recognised are measured at the (undiscounted) amounts expected to be paid. All other termination benefits are accounted for on the same basis as other long-term employee benefits.
Equity-Settled Compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair value of the instruments at grant date and amortised over the vesting periods. Share-based payments to non- employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or recognised on the option reserve and the statement of profit and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.
Share-Based Payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity -settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either Binomial or BlackScholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
-
During the vesting period, the liability at each reporting period is the fair value of the award at that date multiplied by the expired portion of the vesting period.
-
From the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity- settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as they were a modification.
28
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(r) Provisions
- Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
(s) Provision for Warranties
Provision is made in respect of the Group’s best estimate of the liability on all products and services under warranty at the end of the reporting period. The provision is measured at the present value of future cash flows estimated to be required to settle the warranty obligation. The future cash flows have been estimated by reference to the consolidated group’s history of warranty claims.
(t) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks, other short-term highly liquid investments with original maturities of 12-months or less, and bank overdrafts. Bank overdrafts are reported within borrowings in current liabilities on the statement of financial position.
(u) Revenue and Other Income
Revenue Recognition
Current Revenue generated by the Group is categorised into the following:
-
Revenue
-
Fish sales, sales of Murray cod, Golden perch and Silver perch
-
Equipment sales, sales of aquaculture equipment to grow Murray cod
-
Net value of changes in fair value of biological assets
-
Cattle sales and sundry income.
Sales of Fish and Aquaculture Equipment
The Group grows and sells Murray cod, Golden perch, Silver perch and aquaculture equipment. Revenue is recognised when control of the products has transferred to the customer. For such transactions, this is when the products are delivered to the customers. Revenue from these sales is based on the price agreed at the time of sale. Revenue is then only recognised to the extent that there is a high probability that a significant reversal of revenue will not occur.
A receivable is recognised when the goods are delivered. The Group’s right to consideration is deemed unconditional at this time, as only the passage of time is required before payment of that consideration is due. There is no significant financing component because sales are made within a credit term of 7 to 30-days.
Customers have a right to return aquaculture equipment if unsatisfactory. This type of equipment being extremely specific to the industry is only ever likely to be returned by a customer if a part of the equipment is faulty. The Group policy is to replace the faulty part does not refund the sales income. A refund liability is not recognised as it is highly unlikely to occur.
Murray cod fish sales cannot be returned due to the nature of the product. If a customer is unhappy with the quality of the product this is notified to the Group immediately and the sale and receivable in this regard is not recognised.
Interest income is recognised using the effective interest method.
(v) Trade and Other Payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30-days of recognition of the liability. Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method.
(w) Borrowing Costs
Borrowing costs directly attribute to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use of sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
(x) Goods and Services Tax (GST)
Revenues, expenses, and assets are recognised net of the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.
(y) Government Grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received, and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs it is compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis.
29
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(z) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement, or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented.
(aa) Rounding of Amounts
The Group has not applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. Accordingly, amounts in the financial statements have been rounded to the nearest $1.
(ab) New and Amended Accounting Policies Adopted by the Group
No new or amended accounting policies were adopted by the Group during the 2022 Financial Year.
(ac) Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.
Key Estimates and Judgements (i) Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amount of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. (ii) Provision for impairment of receivables The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtor’s financial position.
(iii) Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgment, the level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory.
(iv) Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: quoted prices(unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date: Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3:unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. The fair value of assets and liabilities classified as Level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
(v) Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortization charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
(vi) Impairment or revaluation of Water Rights and licenses
The consolidated entity assesses the impairment or revaluation of water rights and licenses at each reporting date. Water rights and licenses held by the Group are classified as intangible assets. There is a sophisticated and well-regulated market network which provides daily prices of the permanent licences and annual allocations. The Group revalues the water licences each half-year in accordance with the prevailing market prices at balance date. Minimal Directors estimates and judgements are required due to the sophisticated and well-regulated market network providing regular observable and reliable market values of water rights and licences.
(vii) Valuation of Biological Assets
Directors make significant judgements and estimates in regards to valuing Biological Assets. Refer to Note 1 (e) and Note 29 for further detail on Biological Assets valuations
(viii) Exploration and Evaluation Expenditure
The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage that permits a reasonable assessment of the existence of reserves. All other expenditure is expensed.
30
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(ix) Impairment of Goodwill
The Group assesses impairment at the end of each reporting period by evaluating the conditions and events specific to the group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.
No impairment has been recognised in respect of goodwill at the end of the reporting period.
(x) Lease term and Option to Extend under AASB 16
The lease term is defined as the non-cancellable period of a lease together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and also periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. The decision on whether or not the options to extend are reasonably going to be exercised is a key management judgement that the entity will make. The Group determines the likeliness to exercise on a leaseby-lease basis looking at various factors such as which assets are strategic and which are key to future strategy of the entity.
31
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 2 Parent Information
The following information has been extracted from the books and records of the financial information of the parent entity set out below and has been prepared in accordance with Australian Accounting Standards.
| 2022 $ 2021 $ |
|
|---|---|
| STATEMENT OF FINANCIAL POSITION ASSETS Current Assets Non-current Assets Total Assets LIABILITIES Current Liabilities Non-current Liabilities Total Liabilities EQUITY Issued Capital Retained Earnings Asset Revaluation Reserve Option Reserve Performance Rights Reserve Total Equity STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Net Proft/(Loss) for the year after tax Total other comprehensive income |
42,832,292 20,519,520 49,018,367 20,076,270 |
| 91,850,659 40,595,790 |
|
| 2,620,159 2,344,462 12,734,484 6,134,415 |
|
| 15,354,643 8,478,877 |
|
| 80,117,566 39,208,345 (21,227,234) (12,365,438) 14,918,796 698,800 2,686,888 3,825,206 - 750,000 |
|
| 76,496,016 32,116,913 |
|
| (8,861,798) (1,077,901) |
|
| 14,219,996 - |
Guarantees
During the reporting period, Murray Cod Australia Limited did not enter into a deed of cross guarantee with either of its subsidiaries Bidgee Fresh Pty Ltd or Murray Darling Fisheries Pty Ltd.
Contingent liabilities
At 30 June 2022 Murray Cod Australia was not responsible for any Associates Contingent Liabilities as there was nil.
Contractual commitments
At 30 June 2022 Murray Cod Australia was not responsible for any contractual commitments for any associates.
32
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 3 Revenue and Other Income
The Group has recognised the following amounts relating to revenue in the statement of profit and loss.
| Revenue from continued operations Note |
Consolidated Group 2022 $ 2021 $ |
|---|---|
| Sales Revenue ● Fish sales 12,446,219 9,094,294 ● Cattle sales 92,921 - ● Equipment sales 11,112 6,360 12,550,252 9,100,654 The group has disaggregated revenue into product sales. There is no other means of disaggregating revenue. All products are sold at a point in time not over time. The application of AASB 15: Revenue from contracts with customers has not had any major impact on the revenue disclosures as the Group has only two revenue sources and all revenue is generated at a point in time. The sales currently from overseas is minimal not warranting revenue to be disaggregated by geographical markets. Other Revenue ● Interest received 17 1,068 ● Dividend income 5 4 ● Insurance proceeds 41,989 508,522 ● Sundry income 116,282 108,458 Total Revenue 12,708,545 9,718,706 Other Income ● Subsidies and rebates 234,693 392,259 ● Research and development tax incentive 514,019 493,563 Total other income 748,712 885,822 Total Revenue and other income 13,457,257 10,604,528 |
12,446,219 9,094,294 92,921 - 11,112 6,360 |
| 12,550,252 9,100,654 |
|
| 12,708,545 9,718,706 |
|
| 234,693 392,259 514,019 493,563 |
|
| 748,712 885,822 |
|
| 13,457,257 10,604,528 |
There are no performance obligations that are unsatisfied (partially unsatisfied) at the reporting date.
33
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 4 Profit for the Year
Profit before income tax from continuing operations includes the following specific expenses:
| Note | Consolidated Group 2022 $ 2021 $ |
|---|---|
| (a) Expenses Cost of sales ● Cost of sales - fish ● Cost of sales - aquaculture equipment ● Cost of sales - cattle ● Cost of sales - processing plant Loss allowance on financial assets and other items ● Loss(profit) allowance on trade receivables Interest expenses on fnancial liabilities ● related parties ● unrelated parties Total fnance cost Depreciation Superannuation Share Based Payment |
15,699,015 6,860,745 11,112 33,205 48,945 - (2,506) 22,548 |
| 15,756,566 6,916,498 |
|
| (15,458) 10,948 |
|
| - - 197,458 135,905 |
|
| 197,458 135,905 |
|
| 1,633,911 1,097,280 403,813 257,623 2,124,091 687,630 |
Note part of employee benefits expenses, veterinary and depreciation are expenses incurred in Research and Development but are not listed separately as Research and Development.
34
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 5 Tax Expense
| Note 5 Tax Expense |
Note 5 Tax Expense |
|
|---|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
|
| (a) The components of tax expense (income) comprise: Current tax - - Deferred tax 20 (1,293,785) (188,654) Recoupment of prior year tax losses - - Under provision in respect of prior years - - (1,293,785) (188,654) (b) The prima facie tax on proft from ordinary activities before income tax is reconciled to income tax as follows: Prima facie tax payable on proft from ordinary activities before income tax at 25% (2021: 26%) ● consolidated group (2,510,743) (351,763) Add: Tax efect of: ● non-deductible depreciation and amortisation - - ● non-allowable items 714,351 210,667 ● right of use asset depreciation and interest 171,149 86,471 ● share options expensed during year 531,022 166,504 ● adjustment to prior year tax losses 86,930 ● decrease in corporate tax rate 9,503 3,187 (997,788) 115,066 Less: Tax efect of: ● deductible expenses capitalised on balance sheet or not claimed in prior year 144,275 84,364 ● deductible lease expenses 137,482 78,707 ● taxation depreciation exceeding accounting depreciation - - ● non-assessable income 14,240 140,582 Recoupment of prior year tax losses not previously brought to account - 67 Income tax attributable to entity (1,293,785) (188,654) The weighted average efective tax rates are as follows: The decrease in the weighted average efective consolidated tax rate for 2022 is a result of a loss in 2022 compared to 2021. (12.88%) (13.94%) (c) Tax efects relating to each component of other comprehensive income: 2022 Note Before-tax Amount $ Tax (Expense)/Beneft $ Net-of-tax Amount $ |
- - (1,293,785) (188,654) - - - - |
|
| (1,293,785) (188,654) |
||
| (2,510,743) (351,763) - - 714,351 210,667 171,149 86,471 531,022 166,504 86,930 9,503 3,187 |
||
| (997,788) 115,066 144,275 84,364 137,482 78,707 - - 14,240 140,582 - 67 |
||
| (1,293,785) (188,654) |
||
| Consolidated Group Gain on land and buildings and water rights revaluations |
19,192,927 (4,972,931) 14,219,996 |
|
| 19,192,927 (4,972,931) 14,219,996 |
35
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 6 Key Management Personnel Compensation
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2022.
The total of remuneration paid to KMP of the Company and the Group during the year are as follows:
Group’s key management personnel (KMP) for the year ended 30 June 2022. The total of remuneration paid to KMP of the Company and the Group during the year are |
as follows: |
|---|---|
| 2022 $ 2021 $ |
|
| Short-term employee benefts Post-employment benefts Other long-term benefts Termination benefts Share-based payments Total KMP compensation |
450,008 353,333 20,000 16,863 - - - - 1,961,891 511,874 |
| 2,431,899 882,070 |
Short-term employee benefits
● these amounts include fees and benefits paid to the executive chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other key management personnel Post-employment benefits
- These amounts are the current year’s costs of providing for the Group’s superannuation contributions made during the year and postemployment life insurance benefits.
Other long-term benefits
- these amounts represent long service leave benefits accruing during the year, long term disability benefits, and deferred bonus payments.
Share-based payments
- these amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the options, rights and shares granted on grant date.
Further information in relation to KMP remuneration can be found in the Remuneration Report.
Note 7 Auditor’s Remuneration
| Note 7 Auditor’s Remuneration |
|
|---|---|
| Consolidated Group 2022 $ 2021 $ |
|
| Remuneration of the auditor for: ● auditing or reviewing the fnancial statements ● taxation services ● due diligence services ● other taxation services |
41,000 37,000 - - - - - - |
| 41,000 37,000 |
36
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 8 Earnings per Share
| Note 8 Earnings per Share |
|
|---|---|
| Consolidated Group 2022 $ 2021 $ |
|
| (a) Reconciliation of earnings to proft or loss Proft/(Loss) Proft attributable to non-controlling equity interest Redeemable and convertible preference share dividends Earnings used to calculate basic EPS Dividends on convertible preference shares Earnings used in the calculation of dilutive EPS (b) Reconciliation of earnings to proft or loss from continuing operations Proft/(Loss) from continuing operations Proft attributable to non-controlling equity interest in respect of continuing operations Redeemable and convertible preference share dividends Earnings used to calculate basic EPS from continuing operations Dividends on convertible preference shares Earnings used in the calculation of dilutive EPS from continuing operations (c) Reconciliation of earnings to proft or loss from discontinued operations Proft from discontinued operations Proft attributable to non-controlling equity interest Earnings used to calculated basic EPS from discontinued operations (d) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS Weighted average number of dilutive options outstanding Weighted average number of dilutive performance rights outstanding Weighted average number of dilutive deferred consideration shares outstanding Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS (e) Diluted EPS are not refected for discontinued operations as the result is anti-dilutive in nature (f) Anti-dilutive options on issue not used in dilutive EPS calculation Note 9 Cash and Cash Equivalents Note |
(8,749,185) (1,164,283) - - - - |
| (8,749,185) (1,164,283) - |
|
| (8,749,185) (1,164,283) |
|
| (8,749,185) (1,164,283) - - |
|
| (8,749,185) (1,164,283) - |
|
| (8,749,185) (1,164,283) |
|
| - - - - |
|
| - - |
|
| No. No. 676,474,537 565,067,720 72,429,397 99,574,634 7,972,603 15,000,000 - - |
|
| 756,876,537 679,642,354 |
|
| - - - - |
|
| 2022 $ 2021 $ |
|
| Cash at bank and on hand Short-term bank deposits 28 Reconciliation of cash Cash and cash equivalents at the end of the fnancial year as shown in the statement of cash fows is reconciled to items in the statement of fnancial position as follows: Cash and cash equivalents Credit cards 19 |
27,027,855 3,468,432 - - |
| 27,027,855 3,468,432 |
|
| 27,027,855 3,468,432 (58,819) (33,855) |
|
| 26,969,036 3,434,576 |
A floating charge over cash and cash equivalents has been provided for certain debts. Refer to Note 19 for further details.
37
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 10 Trade and Other Receivables
| Note 10 Trade and Other Receivables | |
|---|---|
| Note | 2022 $ 2021 $ |
| CURRENT Trade receivables Provision for impairment Business Activity Statement Refund Receivable Other receivables Total current trade and other receivables |
626,072 552,329 (10,910) (26,367) 29,075 - |
| 644,237 525,962 6,886 950 |
|
| 651,123 526,912 |
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.
(a) Lifetime Expected Credit Loss: Credit Impaired
| Consolidated Group | Consolidated Group | Consolidated Group | Consolidated Group | |
|---|---|---|---|---|
| Note | Opening balance 1 July 2020 $ |
Net measurement of loss allowance $ |
Amounts written of $ |
Closing balance 30 June 2021 $ |
| i. Current trade receivables |
15,420 10,947 - 26,367 |
|||
| Consolidated Group | ||||
| Note | Opening balance 1 July 2021 $ |
Net measurement of loss allowance $ |
Amounts written of $ |
Closing balance 30 June 2022 $ |
| i. Current trade receivables 26,367 - (15,457) 10,910 |
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. Trade receivables are grouped into 3 groups. Group 1 are customers who are also suppliers, this group of trade receivables have a 0% loss allowing provision as their payment is guaranteed. Group 2 are customers who are sales agents, this group of trade receivables have a 0% loss allowing provision as their payment is guaranteed. Group 3 is all other trade receivables, the loss allowance provision as at 30 June 2022 is determined as follows: the expected credit loss incorporates forward looking information.
| Current $ |
>30 days past due $ |
>60 days past due $ |
>90 days past due $ |
Total | |
|---|---|---|---|---|---|
| 2021 | |||||
| Expected loss rate | 1% | 1% | 1% | 50% | - |
| Gross carrying amount | 84,316 | 32,309 | 9,841 | 50,205 | 176,671 |
| Loss allowing provision | 843 | 323 | 98 | 25,103 | 26,367 |
| 2022 | |||||
| Expected loss rate | 1% | 1% | 1% | 50% | |
| Gross carrying amount | 150,877 | 19,602 | 6,351 | 18,282 | 195,112 |
| Loss allowing provision | 1,509 | 196 | 64 | 9,141 | 10,910 |
| Credit risk |
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no reaslistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off is subject to enforcement activities.
38
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(b) Collateral Held as Security
There is no collateral held as security over any trade receivables or loans to subsidiaries.
| (c) Financial Assets Measured at Amortised Cost Note |
Consolidated Group 2022 $ 2021 $ |
|---|---|
| Trade and other Receivables ● Total current ● Total non-current Total fnancial assets measured at amortised cost 28 |
651,123 526,912 - - |
| 651,123 526,912 |
(d) Collateral Pledged
A floating charge over trade receivables has been provided for certain debts. Refer to Note 19 for further details.
Note 11 Inventories
| Note 11 Inventories | |
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| CURRENT At cost: Fish feed and chemical inventory Livestock - cattle Cage building stock and parts Processing plant inventory At net realisable value: Biological assets Murray cod broodstock Murray cod fngerlings Murray cod pond fsh Silver Perch Fingerlings Total biological assets Less: Provision for biological assets Net Total biological assets Total inventory Biological Assets Carrying amount at the beginning of the period Purchases Growing costs Decreases due to harvest for sale Gain from physical changes at fair value Carrying amount at the end of the period Biological Inventory Provision |
771,607 398,705 - 15,011 12,275 164,562 159,909 55,522 |
| 943,791 633,800 |
|
| 1,270,133 835,695 2,291,291 1,858,713 12,593,089 12,158,718 80,000 - |
|
| 16,234,513 14,853,126 |
|
| (2,492,955) - |
|
| 13,741,558 14,853,126 |
|
| 14,685,349 15,486,926 |
|
| 14,853,126 12,175,856 1,040,907 2,529,785 2,830,999 2,027,757 (11,992,290) (6,419,605) 9,501,771 4,539,333 |
|
| 16,234,513 14,853,126 |
|
The fish which make up our biological inventory are grown in ponds. The ponds are entirely self-contained and are built on land. They are constructed as earthen dams for the specific purpose of growing fish. Water and fish are unable to escape from the ponds.
Within each pond the company constructs a pontoon system from which a number of nets are suspended into the water. The system is designed for the fish to be contained within the nets. The company accounts for fish within the nets by counting all movements into the nets by way of new stocking, and out of the nets by way of harvest or mortality. This provides the basis for numbers of fish from which biomass is calculated.
Regular surveys of average weights are undertaken for fish inside nets and when calculated with the number of fish in nets the company has reasonable estimates of biomass within the nets.
39
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Some nets were faulty and fish escaped from within those nets to the pond in which the nets are housed. Those fish, despite being free from the net enclosures, were unable to escape from the ponds and remain within the custody of the company. From the time they are recorded as being outside nets the company has classified them as Unaccounted Fish.
When a fault in a net is discovered the company is able to make a reasonable estimate of the numbers of Unaccounted Fish by counting the fish remaining in the net. The company then accounts for the biomass of Unaccounted Fish using the average weights at the time a fault is discovered. The Net gain from changes in fair value of biological assets reported in the Statement of Profit or Loss and Other Comprehensive Income does not include any growth of these fish after they become classified as Unaccounted Fish.
With Unaccounted Fish we are unable to determine, with any reasonable level of accuracy, either the number of fish outside nets or the average weights of those fish. That is, we are unable to count them or determine their size. We are also unable to count mortalities or losses of those fish to native predatory birds.
The company has made a provision of $2,492,955 against biological assets. This provision represents the value of fish recorded as Unaccounted Fish.
At sometime within the next 24-36 months it is anticipated those ponds will be drained as part of normal maintenance programs. At that time the Unaccounted Fish will be harvested. As those harvests occur adjustments to the provision may be made.
Note 12 Other Financial Assets
| Note 12 Other Financial Assets | |
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| NON- CURRENT Financial assets at cost Other investments Total non-current assets Unlisted investments, at cost ● shares in controlled entities ● shares in other related parties ● shares in other corporations ● shares in associates ● interests in joint ventures ● units in other related parties |
103 95 - - |
| 103 95 |
|
| - - - - 103 95 - - - - - - |
|
| 103 95 |
Note 13 Interests in Subsidiaries
(a) Information about Principal Subsidiaries
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporation.
| Name of subsidiary Principal place of business |
Ownership interest held by the Group Proportion of non-controlling interests |
|---|---|
| 2021 (%) 2021 (%) 2022 (%) 2021 (%) |
|
| Bidgee Fresh Pty Ltd 2-4 Lasscock Road GRIFFITH NSW 2680 Murray Darling Fisheries Pty Ltd 1795 Old Narrandera Road Euberta, NSW 2659 |
100% 100% 100% 100% 100% 100% 100% 100% |
Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements.
(b) Significant Restrictions
There are no significant restrictions over the Group’s ability to access or use assets, and settle liabilities, of the Group.
(c) Acquisition of Controlled Entities
On 16th January 2017, the parent entity acquired a 100% interest in and control of Bidgee Fresh Pty Ltd. The details of this transaction have been disclosed in detail in prior years Financial Reports.
On 30th April 2020, the parent entity acquired a 100% interest in and control of Murray Darling Fisheries Pty Ltd. The details of this transaction have been disclosed in detail in prior years Financial Reports.
40
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 14 Property, Plant and Equipment
| Note 14 Property, Plant and Equipment | |
|---|---|
| Consolidated Group 2022 $ 2021 $ |
|
| LAND AND BUILDINGS Land and Buildings ● at cost ● Independent valuation 2022 Total land and buildings Carrying amount of all Land had it been carried under the cost model BUILDINGS At valuation Accumulated depreciation Total buildings PLANT AND EQUIPMENT Plant and equipment: At cost Accumulated depreciation At valuation Accumulated depreciation Accumulated impairment losses Total plant and equipment Total property, plant and equipment |
- 4,076,381 25,450,000 - |
| 25,450,000 4,076,381 |
|
| 4,076,381 - 250,000 - (14,589) |
|
| - 235,411 |
|
| 13,397,564 8,796,623 (3,015,552) (2,278,543) 396,350 396,350 (160,023) (86,181) - - |
|
| 10,618,339 6,828,249 |
|
| 36,068,339 11,140,041 |
The Group’s land and buildings were revalued at 30 June 2022 by independent valuers. Refer to Note 29 for detailed disclosures regarding the fair value measurement of the Group’s land and buildings.
41
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(a) Movements in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
fnancial year. |
|
|---|---|
| Consolidated Group: | Land and Buildings $ Plant and Equipment $ Total $ |
| Balance at 1 July 2020 Additions Disposals Acquisitions through business combinations Revaluations and impairment increments/ (decrements) Depreciation expense Capitalised borrowing costs expensed and capital costs write of Capitalised borrowing cost Balance at 30 June 2021 Additions Disposals Transfer between class of assets Revaluations and impairment increments/ (decrements) Depreciation expense Capitalised borrowing costs expensed and capital costs write of Capitalised borrowing cost Balance at 30 June 2022 |
4,324,292 5,522,819 9,847,111 - 2,404,872 2,404,872 - (254,327) (254,327) - - - - - - (12,500) (864,243) (876,743) - (6,017) (6,017) - 25,145 25,145 |
| 4,311,792 6,828,249 11,140,041 |
|
| - 7,063,560 7,063,560 - (28,815) (28,815) 2,094,380 (2,094,380) - 19,056,328 - 19,056,328 (12,500) (1,142,988) (1,155,488) - (8,637) (8,637) - 1,350 1,350 |
|
| 25,450,000 10,618,339 36,068,339 |
| Consolidated Group 2022 $ 2021 $ |
|
|---|---|
| (b) Capitalised Finance Costs Borrowing costs incurred Borrowing costs written off to profit and loss Borrowing costs capitalized |
44,128 42,778 (21,137) (12,501) |
| 22,991 30,277 |
42
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 15 Intangible Assets
| Note 15 Intangible Assets | ||
|---|---|---|
| Consolidated Group 2022 $ 2021 $ |
||
| Goodwill: Cost Accumulated impairment losses Net carrying amount Trademarks and intellectual Property: Cost Accumulated amortisation and impairment losses Net carrying amount Water rights and licenses at market value Total intangible assets Consolidated Group |
Goodwill $ |
2,113,167 2,113,167 - - |
| 2,113,167 2,113,167 71,842 61,850 - - |
||
| 71,842 61,850 |
||
| 2,721,850 2,585,250 |
||
| 4,906,859 4,760,267 |
||
| Trademarks & Licenses and IP $ Water Rights & Licenses $ |
||
| Year ended 30 June 2021 Balance at the beginning of the year Additions Internal development Acquisitions through business combinations Disposals Impairment losses Revaluations Closing Value at 30 June 2021 Year ended 30 June 2022 Balance at the beginning of the year Additions Internal development Acquisitions through business combinations Disposals Impairment losses Revaluations Closing value at 30 June 2022 |
2,113,167 - - - - - - |
44,513 2,469,400 17,337 - - - - - - - - - - 115,850 |
| 2,113,167 | 61,850 2,585,250 |
|
| 2,113,167 - - - - - - |
61,850 2,585,250 9,992 - - - - - - - - - - 136,600 |
|
| 2,113,167 | 71,842 2,721,850 |
Water licences held by the Group are classified as intangible assets. The licences are issued by the NSW Government and by Murrumbidgee Irrigation Limited and provide the Group with the right to receive allocations of water from Murrumbidgee river supplies and from underground aquifers. The volume of water allocated to the general security Murrumbidgee licences each year is dependent upon the volumes available within the Snowy Mountains storages each year. The allocations are announced progressively throughout the irrigation season each year by the government. Both the licenses and the annual allocations of water are readily tradeable assets. There is a sophisticated and well-regulated market network which provides daily prices of the permanent licences and the annual allocations. The Group revalues the water licences each half year in accordance with the prevailing market prices at balance date.
Impairment disclosures
Impairment of Goodwill is determined annually. Goodwill is allocated to cash-generating units which are based on the Group’s reporting divisions. Goodwill was purchased via acquisition of Murray Darling Fisheries Pty Ltd (which is the Euberta Hatchery) on 30 April 2020. There is no impairment of Goodwill in the 2022 or 2021 Financial Year.
| Note | Consolidated Group 2022 $ 2021 $ |
|---|---|
| Euberta Hatchery | 2,113,167 2,113,167 |
| 2,113,167 2,113,167 |
43
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
The recoverable amount of each cash-generating unit above is determined on value-in-use calculations. Value in use is calculated based on the present value of cash flow projections over a five-year period extending beyond five years extrapolated using an estimated growth rate. The cash flows are discounted using the yield of a 10-year weighted average cost of capital (WACC) a the beginning of the budget period. The following key assumptions were used in the value-in-use calculations:
| Growth Rate | Discount Rate | |
|---|---|---|
| Euberta Hatchery | 0% | 3% |
Management has based the value-in-use calculations on budgets for each reporting division. These budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period, which are consistent with inflation rates applicable to the locations in which the divisions operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular division.
Note 16 Other Assets
| Note 16 Other Assets | |
|---|---|
| Consolidated Group 2022 $ 2021 $ |
|
| CURRENT Prepayments NON-CURRENT Prepayments |
392,330 676,473 - - |
| 392,330 676,473 |
Note 17 Right of Use Assets
The Group’s lease portfolio includes land. These leases have an average of 12-years as their lease term.
The option to extend or terminate are contained in several of the property leases of the Group. These clauses provide the Group opportunities to manage leases in order to align with its strategies. All of the extension or termination options are only exerciseable by the Group. The extension options or termination options which were probable to be exercised have been included in the calculation of the Right of Use Asset.
| Consolidated Group 2022 $ 2021 $ |
|
|---|---|
| i) AASB 16 related amounts recognised in the balance sheet Right of Use Assets Leased land and buildings Accumulated depreciation Net carrying amount Total Right of Use Asset Movement in carrying amounts: Leased land and buildings Leases commenced Depreciation expense Net carrying amount ii) AASB 16 related amounts recognised in the statement of proft or loss Depreciation charge related to right-of-use assets Interest expense on lease liabilities Total cash outfows for leases |
6,592,488 4,387,620 (1,082,291) (611,105) |
| 5,510,197 3,776,515 |
|
| 5,510,197 3,776,515 3,776,515 1,828,113 2,204,868 2,168,938 (471,186) (220,536) |
|
| 5,510,197 3,776,515 |
|
| 471,186 220,536 213,409 112,047 616,014 302,718 |
44
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 18 Trade and Other Payables
| Note 18 Trade and Other Payables | |
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| CURRENT Unsecured liabilities Trade payables Sundry payables and accrued expenses Amounts payable to related parties 27 ● wholly-owned subsidiaries ● other related parties ● key management personnel related entities Note |
638,498 894,337 359,939 323,457 - - |
| 998,437 1,217,794 |
|
| Consolidated Group 2022 $ 2021 $ |
|
| (a)Financial liabilities at amortised cost classifed as trade and other payables Trade and other payables ● Total current ● Total non-current Financial liabilities as trade and other payables 28 Note 19 Borrowings Note |
998,437 1,217,794 - - |
| 998,437 1,217,794 |
|
| Consolidated Group 2022 $ 2021 $ |
|
| CURRENT Unsecured liabilities at amortised cost: Bank overdrafts Secured liabilities at amortised cost: Equipment fnance facilities 23 Bank overdrafts 19 b,c Credit card facilities Total current borrowings NON-CURRENT Secured liabilities at amortised cost: Bank overdrafts 19 b,c Equipment fnance facilities 23 Total non-current borrowings Total borrowings |
- - |
| - - |
|
| 637,583 539,363 - - 58,819 33,856 |
|
| 696,402 573,219 |
|
| - - 1,635,359 2,213,178 |
|
| 1,635,359 2,213,178 |
|
| 2,331,761 2,786,397 |
45
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
| Consolidated Group 2022 $ 2021 $ |
|
|---|---|
| (a) Total current and non-current secured liabilities: Bank overdraft Equipment fnance facilities Credit card facilities |
- - 2,272,942 2,752,541 58,819 33,856 |
| 2,331,761 2,786,397 |
-
(b) The terms and conditions of outstanding loans are as follows:
-
The Group has a Westpac Business One Loan – Overdraft facility, the limit is $2,500,000, and was undrawn at 30 June 2022. Interest rate is variable but has been an average of 2.68% for the 2022 financial year. The facility is reviewable annually.
The Group has a Westpac Bank Bill Business Loan, original facility term 5 years expiring 21st December 2025, available redraw at 30 June 2022 $3,326,772. Variable interest rate but has been an average of 2.82% for the 2022 Financial Year. The facility was undrawn at 30 June 2022.
The Group has a Westpac Business Card Facility. The facility limit is $120,000. The card facility is payable monthly.
(c) Collateral provided
The Westpac Overdraft and Credit Card Facilities are secured by Westpac holding the following:
i) Mortgage over property located at Farm 1444D Bilbul Road, BILBUL NSW 2680
- ii) Mortgage over property located at “Silverwater” 563 Pinehope Road, GRONG GRONG NSW 2652
iii) Mortgage over property located at 1795 Old Narrandera Road, EUBERTA NSW 2659
-
iv) General security agreement over all existing and future asset undertakings
-
v) Mortgage over Water Licence WAL 4091, Murrumbidgee Regulated River Water Source General Security – 130 ML’s
-
vi) Mortgage over Water Licence WAL 33173, Mid Murrumbidgee Ground Water – 293 ML’s
-
vii) Mortgage over Murrumbidgee Irrigation Limited – 201 Delivery and General Security entitlements for property located at Farm 1444D, Bilbul Road, BILBUL NSW 2680
viii) Mortgage over Water Licence WAL 33165, Mid Murray Zone 3 Alluvial Groundwater 600 ML’s
- ix) Mortgage over Water Licence WAL 3742, Murrumbidgee Regulated River High Security 3 ML’s
Equipment finance facilities are secured by the underlying assets. Equipment finance facilities are held with Commonweatlh Bank, Westpac Bank and Volkswagon Finance.
Financial assets that have been pledged as part of the total collateral for the benefit of bank debt are as follows:
| Note | Consolidated Group 2022 $ 2021 $ |
|---|---|
| Cash and cash equivalents 9 Trade receivables 10 Total fnancial assets pledged |
27,027,855 3,468,432 651,123 526,912 |
| 27,678,978 3,995,344 |
46
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 20 Tax
| Note 20 Tax | Note 20 Tax | |
|---|---|---|
| Consolidated Group 2022 $ 2021 $ |
||
| CURRENT Income tax payable NON-CURRENT Consolidated Group Opening Balance $ Recognised in Proft and Loss $ Charged directly to Equity $ Deferred tax liabilities Property, plant and equipment ● tax allowance 350,257 53,628 - Revaluations 157,662 (5,321) - Future income tax benefts attributable to tax losses - - - Other - - - Balance at 30 June 2021 507,919 48,307 - Deferred tax liabilities Property, plant and equipment ● tax allowance 384,780 668,922 - Revaluations 143,741 71,300 4,972,931 Future income tax benefts attributable to tax losses Other Balance at 30 June 2022 528,521 740,222 4,972,931 Deferred tax assets Provisions and accruals 81,694 56,007 - Other 484,651 184,140 - Balance at 30 June 2021 566,345 240,147 - Deferred tax assets Provisions and accruals 133,245 27,737 - Other 642,356 2,015,772 - Balance at 30 June 2022 775,601 2,043,509 - |
- - |
|
| - - |
||
| Changes in Tax Rates $ Exchange Diferences $ Closing Balance $ (19,105) - 384,780 (8,600) - 143,741 - - - - - - |
||
| 507,919 48,307 - |
(27,705) - 528,521 |
|
| (14,799) - 1,038,903 (5,528) - 5,182,444 |
||
| 528,521 740,222 4,972,931 |
20,327 - 6,221,347 |
|
| 81,694 56,007 - 484,651 184,140 - |
(4,456) - 133,245 (26,435) - 642,356 |
|
| 566,345 240,147 - |
(30,891) - 775,601 |
|
| 133,245 27,737 - 642,356 2,015,772 - |
(5,124) - 155,858 (24,706) - 2,633,422 |
|
| 775,601 2,043,509 - |
(29,830) - 2,789,280 |
The benefits of the above temporary differences and unused tax losses will only be realised if the conditions for deductibility set out in Note 1(b) occur. These amounts have no expiry date.
47
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 21 Provisions
| Note 21 Provisions | |
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| CURRENT Employee Benefts Opening balance at 1 July Additional provisions Balance at 30 June |
307,935 192,222 110,282 115,713 |
| 418,217 307,935 |
|
| Consolidated Group 2022 $ 2021 $ |
|
| Analysis of Total Provisions Current Non-current |
418,217 307,935 - |
| 418,217 307,935 |
Provision for Employee Benefits
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave entitlements that have vested due to employees having completed the required period of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled within the next 12-months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement.
The non-current portion of this provision includes amounts accrued for long service leave entitlements that have not yet vested in relation to those employees who have not yet completed the required period of service.
The probability of long service leave taken being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been included in Note 1q.
Note 22 Issued Capital
| Note 22 Issued Capital | |
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| 765,253,388 (2021: 568,465,768 fully paid ordinary shares) Less: Capital Raising Costs 765,253,388 (2021: 568,465,768 fully paid ordinary shares) |
82,141,980 39,924,930 (3,354,424) (2,046,594) |
| 78,787,556 37,878,336 |
| Note | Consolidated Group 2022 $ 2021 $ |
|---|---|
| (a) Ordinary Shares At the beginning of the reporting period Shares issued during the year • 20/10/2020 • 11/02/2021 • 05/05/2021 • 28/06/2021 • 09/07/2021 • 18/08/2021 • 29/10/2021 • 18/11/2021 • 09/12/2021 • 17/12/2021 • 10/01/2022 • 13/01/2022 • 14/01/2022 At the end of the reporting period |
No. No. 568,465,768 563,873,224 1,016,667 175,000 2,734,211 666,666 500,000 - 4,000,000 6,500,000 89,552,239 1,825,000 4,410,381 15,000,000 15,000,000 60,000,000 - |
| 765,253,388 568,465,768 |
48
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
87,825,000 shares issued during the 2022 Financial Year were issued as a result of an exercise of options.
15,000,000 shares issued during the 2022 Financial Year were issued as a result of an exercise of performance rights.
89,552,239 shares issued during the 2022 Financial Year were issued as a result of a Capital Raising.
4,410,381 shares issued during the 2022 Financial Year were issued as a result of a Share Purchase Plan.
All shares are fully paid ordinary shares, there is no par value.
(b) Options
-
(i) For information relating to Murray Cod Australia Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to Note 25.
-
(ii) For information relating to share options issued to key management personnel during the financial year, refer to Note 25.
(c) Capital Management
- Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital, and financial liabilities, supported by financial assets.
The Group is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. This strategy is to ensure that the Group’s gearing ratio remains between 0% and 50%. The gearing ratios for the year ended 30 June 2022 and 30 June 2021 are as follows:
June 2021 are as follows: |
|
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| Total borrowings and payables Less cash and cash equivalents 9 Net debt Total equity Total capital Gearing ratio |
9,004,711 7,879,358 (27,027,855) (3,468,432) |
| Nil 4,410,926 76,387,161 31,895,448 |
|
| 76,387,161 36,306,374 |
|
| 0% 13.83% |
Note 23 Capital and Leasing Commitments
| Note 23 Capital and Leasing Commitments | |
|---|---|
| Consolidated Group 2022 $ 2021 $ |
|
| (a) Equipment Finance Facility Commitments Payable — minimum lease payments ● not later than 12 months ● between 12 months and fve years ● later than fve years Minimum lease payments Less future fnance charges Present value of minimum lease payments |
720,602 714,799 1,619,181 2,018,422 138,942 327,918 |
| 2,478,725 3,061,139 (205,783) (308,598) |
|
| 2,272,942 2,752,541 |
All finance lease commitments are equipment finances from the Commonwealth Bank, Westpac Bank and Volkswagen Finance. There are 26 contracts with varying commencement and completion dates. The contracts are over various aquaculture farming equipment. Security provided for each equipment finance is the underlying asset in regards which the finance was obtained for.
49
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 24 Cash Flow Information
| Note 24 Cash Flow Information | |
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| (a) Reconciliation of Cash Flows from Operating Activities with Proft after Income Tax Proft after income tax Non-cash fows in proft Depreciation and amortisation Loss on disposal of plant Share based payment Changes in assets and liabilities, net of the efects of purchase and disposal of subsidiaries: (Increase)/decrease in trade and term receivables (Increase)/decrease in other assets (Increase)/decrease in inventories Increase/(decrease) in trade payables and accruals Increase/(decrease) in income taxes payable Increase/(decrease) in provisions Increase/(decrease) in deferred taxes payable (Increase)/decrease in deferred taxes receivable Net cash generated by operating activities |
(8,749,185) (1,164,283) 1,633,911 1,097,280 1,325 23,036 2,124,091 687,630 (124,211) 377,816 244,199 (476,927) 801,577 (3,003,755) (219,357) 522,254 - 1,874 110,281 115,713 719,894 20,602 (2,013,679) (209,256) |
| (5,471,154) (2,008,016) |
(b) Changes in Liabilities arising from Financing Activities
| 1 July 2021 Cashfows Initial Application of AASB16 Acquisition 30 June 2022 |
|
|---|---|
| Short term borrowings Long term borrowings Lease liabilities Total |
- - - - - 2,752,541 (640,095) - 160,496 2,272,942 3,875,167 (405,523) - 2,204,868 5,674,512 |
| 6,627,708 (1,045,618) - 2,365,364 7,947,454 |
(c) Credit Standby Arrangements with Banks
| (c) Credit Standby Arrangements with Banks | |
|---|---|
| Consolidated Group 2022 $ 2021 $ |
|
| Credit facility Amount utilised |
5,946,772 6,570,000 - - |
| 5,946,772 6,570,000 |
The major facilities are summarised as follows:
The Group has Westpac Business One Loan – Overdraft facility, the limit is $2,500,000, currently undrawn. Interest rate is variable but has been an average of 2.68% for the 2022 Financial Year. The facility is reviewable annually.
The Group has a Westpac Business Card Facility. The facility limit is $120,000. The card facility is payable monthly. Interest rates are variable and subject to adjustment.
The Group has a Westpac Bank Bill Business Loan, original facility term 5 years expiring 21st December 2025, available redraw at 30 June 2022 $3,326,772. Variable interest rate but has been an average of 2.82% for the 2022 Financial Year. The facility was undrawn at 30 June 2022.
50
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 25 Share-based Payments
(a) Murray Cod Australia Limited has in place an Employee Securities Incentive Plan
The purpose of the Plan is to reward, retain and motivate eligible employees, link their reward to shareholder value and align the interests of eligible participants with shareholders.
Shares issued under the Employees Securities Incentive Plan are accounted for as Share Based Payment Expense at the value of the Security to the ASX share listing on the date of issue.
There was nil shares issued under the Employees Securities Incentive Plan during the 2022 or 2021 Financial Year.
(b) Murray Cod Australia Limited Public Employee Share Option Scheme
The Group established the Murray Cod Australia Limited Public Employee Share Option Scheme on 16th December 2016 as long-term incentive scheme to recognize talent and motivate executives to strive for Group performance. Employees are granted options which vest over time, subject to meeting specified performance criteria. The options are issued for no consideration and carry no entitlements to voting rights or dividends in the Group. The number available to be granted is determined by the Board and is based on performance measures including growth in shareholder return, return on equity, cash earnings, and group EPS growth.
Unvested options are forfeited when the holder ceases to be employed by the Group, unless the Board determines otherwise (this is usually only in the case of redundancy, death or disablement).
The following options over shares were issued to employees, forfeited or exercised under the Group’s Employee Security Incentive Plan during the 2022 financial year and to the date of this report:
A summary of the movements of all options issued is as follows:
| Consolidated Group | Consolidated Group | |
|---|---|---|
| Weighted average | ||
| Number | exerciseprice | |
| Options outstanding as at 1 July 2020 | 92,383,333 | $0.077 |
| Granted | 19,300,000 | $0.25 |
| Forfeited | - | - |
| Exercised | (4,658,333) | $0.075 |
| Expired | - | - |
| Options outstanding as at 30 June 2021 | 107,025,000 | $0.1077 |
| Granted | 16,000,000 | $0.53 |
| Granted | 480,000 | $0.27 |
| Forfeited | (300,000) | $0.15 |
| Forfeited | (400,000) | $0.125 |
| Forfeited | (2,250,000) | $0.25 |
| Forfeited | (2,000,000) | $0.53 |
| Exercised | (85,325,000) | $0.075 |
| Exercised | (2,000,000) | $0.125 |
| Exercised | (500,000) | $0.25 |
| Expired | - | - |
| Options outstanding as at 30 June 2022 | 30,730,000 | $0.3779 |
| Options exercisable as at 30 June 2021: | 107,025,000 | $0.1077 |
| Options exercisable as at 30 June 2022: | 30,730,000 | $0.3779 |
The fair value of the options granted to employees is considered to represent the value of the employee services received over the vesting period.
The weighted average fair value of options granted during the year is calculated using the Black Scholes option pricing model. Options granted to key management personnel as share-based payments during 2022 are as follows:
| Consolidated Group 2022 $ 2021 $ |
|
|---|---|
| Share Based Payment Expense Options issued to Directors and employees Options cancelled to Directors and employees |
2,263,544 640,400 (186,683) - |
| 2,076,861 640,400 |
These options were issued as compensation to key management personnel of the Group. Further details are provided in the Directors’ Report.
51
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Total Options issued by Murray Cod Australia Limited as at 30 June 2022
| Quantityissued to: | Options Issued Exercise Price Expiry Date Fair Value /Option |
Fair Value 30/06/22 Vested |
|---|---|---|
| Entity related to Ross Anderson (Director) issued 4/1/2021 Entity related to Mathew Ryan (Director) issued 4/1/2021 Entity related to George Roger Commins (Director) issued 4/1/2021 Entity related to Martin Priestley (Director) issued 4/1/2021 Employee Options issued 11/02/2021 Entity related to David Crow (Director) issued 15/4/2021 Employee Options issued 14/05/2021 Entity related to Ross Anderson (Director) issued 26/11/2021 Entity related to Mathew Ryan (Director) issued 26/11/2021 Entity related to George Roger Commins (Director) issued 26/11/2021 Entity related to Martin Priestley (Director) issued 26/11/2021 Employee Options issued 20/04/2022 |
5,000,000 0.25 03/01/2025 0.04775 5,000,000 0.25 03/01/2025 0.04775 2,000,000 0.25 03/01/2025 0.04775 2,000,000 0.25 03/01/2025 0.04775 750,000 0.25 03/01/2025 0.05399 500,000 0.25 03/01/2025 0.22123 1,000,000 0.25 03/01/2025 0.15879 5,000,000 0.53 25/11/2025 0.12105 5,000,000 0.53 25/11/2025 0.12105 2,000,000 0.53 25/11/2025 0.12105 2,000,000 0.53 25/11/2025 0.12105 480,000 0.27 03/04/2026 0.02885 30,730,000 |
238,738 Part 238,738 Part 95,496 Part 95,496 Part 40,490 No 110,613 Yes 158,786 Part 605,244 Part 605,244 Part 242,098 Part 242,098 Part 13,847 No 2,686,888 |
c) Murray Cod Australia Limited Agreement with Heston Blumenthal
Murray Cod Australia Limited entered into a collaboration agreement with Heston Blumenthal and his associated companies. 1,500,000 Ordinary Shares were issued to Mr Blumenthal’s related companies along with a payment of $100,000, in return for Heston, and his team of world class chefs collaborating with Aquna on menu and product development to extend the food brand’s reach in local and global markets. The term of the agreement being 5 years. The value of the shares issued are recorded as a prepaid expense and expensed as share payment based expense as is incurred.
share payment based expense as is incurred. |
||
|---|---|---|
| Consolidated Group 2022 $ 2021 $ |
||
| Share Based Payment Expense 24/5/2019 1,500,000 Ordinary Shares issued at $0.155 $232,500, expensed over 5 years Summary of Share Based Payment Expenses: |
||
| 47,230 47,230 |
||
| Consolidated Group 2022 $ 2021 $ |
||
| Share Based Payment Expense Options issued to Directors and employees Options cancelled to Directors and employees Agreement with Heston Blumenthal expense amortised over 5 years |
2,263,544 640,400 (186,683) - 47,230 47,230 |
|
| 2,124,091 687,630 |
52
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 26 Events After the Reporting Period
Other than the following, the Directors are not aware of any significant events since the end of the reporting period.
Contracts were signed for the purchase of 200 hectares of land at Whitton for an amount of $1,590,893. Plans are underway for construction of a fish hatchery on this site.
Note 27 Related Party Transactions
Related Parties
(a) The Group’s main related parties are as follows:
-
i. Entities exercising control over the Group:
-
The ultimate parent entity that exercises control over the Group is Murray Cod Australia limited, which is incorporated in Australia.
-
ii. Key Management Personnel:
-
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel.
-
For detail of disclosures relating to key management personnel, refer to Note 6.
-
iii. Entities subject to significant influence by the Group:
-
An entity that has the power to participate in the financial and operating policy decisions of an entity, but does not have control over those policies, is an entity that holds significant influence. Significant influence may be gained by share ownership, statute or agreement.
-
iv. Joint ventures accounted for under the equity method:
-
The Group has no interest in any joint ventures.
-
v. Other Related Parties:
-
Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint control.
53
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
(b) Transactions with related parties:
Transactions between related parties are on normal commercial terms and conditions no more favourable that those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
| Consolidated | Group | ||
|---|---|---|---|
| 2022 | 2021 | ||
| $ | $ | ||
| i. | Ultimate parent entity | ||
| Interest revenue | |||
| ii. | Associates | ||
| Sales of goods and services | |||
| Dividend revenue | |||
| Interest revenue | |||
| iii. | Joint Ventures | ||
| Dividend revenue | |||
| iv. | Other Related Parties | ||
| Purchase of goods and services | |||
| Anderson’s Tax and Investment Services Pty Ltd a Company related to | |||
| Ross Anderson has provided Joint Group Secretarial Services of Wendy | |||
| Dillon, monthly administration and general bookkeeping, accounting, corporate consulting, taxation and advice and preparation of fnancial |
|||
| report services, payroll services, human resources services, provision of ofce space, facilities and supplies. Anderson’s Chartered Accountants |
|||
| (The Firm) has provided a wide variety of services to MCA. However, no | |||
| work undertaken by Mr Anderson on behalf of MCA has been charged to | |||
| MCA by the Firm. For all of his personal exertion in the service of MCA Mr Anderson has received no benefts or remuneration other than directors’ |
|||
| fees disclosed in this report. (Total GST Inclusive) | 415,310 | 357,616 | |
| Anderson’s Tax and Investment Services Pty Ltd a Company related to | |||
| Ross Anderson has paid expenses on behalf of the Group and been | |||
| reimbursed these costs. (Total GST Inclusive) | 273 | 800 | |
| Commins Enterprises Pty Ltd a Company related to Director George | |||
| Roger Commins has provided manufacturing services to the Group (Total | |||
| GST Inclusive) | 1,355,883 | 586,058 | |
| Aquacomm Pty Ltd a Company related to Director George Roger | |||
| Commins is a contract Murray cod grower to Murray Cod Australia | |||
| Limited. | |||
| Purchase of contract grown Murray cod less costs and miscellaneous materials and goods, and purchase of fsh growing products (GST |
|||
| Inclusive) | 538,766 | 308,402 | |
| Bamford Partners a Company related to Director Martin Priestley was | |||
| paid expense payment reimbursements (Total GST Inclusive) | 756 | 425 | |
| Sales of goods and services | |||
| Aquacomm Pty Ltd a Company related to Director George Roger | |||
| Commins has been sold Murray cod feed and contract services from | |||
| Murray Cod Australia Limited (GST Inclusive) | 18,639 | 15,548 | |
| Aquacomm Pty Ltd a Group related to Director George Roger Commins has been sold advanced fngerlings from Murray Cod Australia Limited |
|||
| (GST Inclusive) | 50,985 | - |
54
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 28 Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, bills, leases, preference shares and derivatives.
The totals for each category of financial instruments, measured in accordance with AASB 139: Financial Instruments: Recognition and Measurement as detailed in the accounting policies to these financial statements, are as follows:
| Note | Consolidated Group 2022 $ 2021 $ |
|---|---|
| Financial Assets Financial assets at amortised cost ● Cash and cash equivalents 9 ● Trade and other receivables 10 ● Investments in unlisted shares 12 Total Financial Assets Financial Liabilities Financial liabilities at amortised cost ● Trade and other payables 18 ● Borrowings 19 Total Financial Liabilities |
27,027,855 3,468,432 651,123 526,912 103 95 |
| 27,679,081 3,995,439 |
|
| 998,437 1,217,794 2,331,761 2,786,397 |
|
| 3,330,198 4,004,191 |
Financial Risk Management Policies
The Board of Directors monitors the Groups’ financial risk management policies and exposures and approves financial transactions. It also reviews the effectiveness of internal controls relating to commodity risk, counterparty credit risk, foreign currency risk, liquidity risk and interest rate risk. The Board of Directors meet at least on a bi-monthly basis.
The overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period.
-
a. Credit risk
-
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 7 to 30 days from the invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating or in entities that the board has otherwise assessed as being financially sound. Where the Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed through title retention clauses over goods or obtaining security by way of personal or commercial guarantees over assets of sufficient value which can be claimed against in the event of any default.
Significant increase in credit risk for financial instruments
The Group evaluates and compares the risk of a default on a financial instrument at the reporting date with the risk of a default on the financial instrument at the date of initial recognition. To support the evaluation process, the Group takes into consideration both quantitative and qualitative information that is reasonable and justifiable, including past experience and prospective information that is publicly available. Prospective information taken into consideration includes the future volatility of the industries in which the Group’s debtors are in, obtained from industry expert reports, financial news report, governmental bodies, as well as taking into consideration multiple external sources of current and future economic information that the Group's core operations can relate to.
55
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Credit Risk Exposures
The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period, excluding the value of any collateral or other security held is equivalent to the carrying amount (net of any provisions) as presented in the statement of financial position. Credit risk also arises through the provision of financial guarantees, as approved at Board level, given to parties securing the liabilities of certain subsidiaries.
There is no Collateral held by the Group securing receivables.
The Group has no significant concentration of credit risk with any single counterparty or group of counterparties. However, on a geographic basis, the Group has significant credit risk exposures to Australia given the substantial operations in Australia. The group has some credit risk exposures to the USA and Europe as Murray Cod Australia Ltd is exporting to these countries. Details with respect to credit risk of Trade and Other Receivables is provided in Note 10.
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed at Note 10.
Credit risk related to balances with banks and other financial institutions is managed by the Board in accordance with approved board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard and Poor’s rating of at least AA. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard and Poor’s counterparty credit ratings.
counterparty credit ratings. |
|
|---|---|
| Note | Consolidated Group 2022 $ 2021 $ |
| Cash and cash equivalents: ● AA Rated ● A Rated 9 |
27,027,855 3,468,432 - - |
| 27,027,855 3,468,432 |
b. Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
-
preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
-
using derivatives that are only traded in highly liquid markets;
-
monitoring undrawn credit facilities;
-
obtaining funding from a variety of sources;
-
maintaining a reputable credit profile;
-
managing credit risk related to financial assets;
-
only investing surplus cash with major financial institutions; and
-
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The group’s policy is to ensure no more than 25% of borrowings should mature in any 12 month period.
The following table reflects an undiscounted contractual maturity analysis for financial assets and financial liabilities. Financial guarantee liabilities are treated as payable on demand since the Group has no control over the timing of any potential settlement of the liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflect the earliest contractual settlement dates and do not reflect management’s expectations that banking facilities will be rolled forward.
56
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Financial liability and financial asset maturity analysis
| Consolidated Group | Within 1 Year 1 to 5 years Over 5 years Total 2022 $ 2021 $ 2022 $ 2021 $ 2022 $ 2021 $ 2022 $ 2021 $ |
|---|---|
| Financial liabilities due for payment Bank overdraft and loans Bills of exchange and promissory notes Debentures Redeemable preference shares Convertible preference shares Trade and other payables Contract liabilities Refund liability Amounts payable to related parties Finance lease liabilities Financial guarantees Total expected outfows Consolidated Group |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,057,256 1,251,650 - - - - 1,057,256 1,251,650 - - - - - - - - - - - - - - - - - - - - - - - - 637,583 539,363 1,635,359 2,213,178 - - 2,272,942 2,752,541 - - - - - - - - |
| 1,694,839 1,791,013 1,635,359 2,213,178 - - 3,330,198 4,004,191 |
|
| Within 1 Year 1 to 5 years Over 5 years Total 2022 $ 2021 $ 2022 $ 2021 $ 2022 $ 2021 $ 2022 $ 2021 $ |
|
| Financial Assets - cash fows realisable Cash and cash equivalents Trade, term and loan receivables, contract costs and right of return goods asset Contract assets Contract costs Right to returned assets Held-for-trading investments Investments: fnancial assets at amortised cost Other investments Total anticipated infows Net (outfow) / infow on fnancial instruments |
27,027,855 3,468,432 - - - - 27,027,855 3,468,432 651,123 526,912 - - - - 651,123 526,912 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
| 27,678,978 3,995,344 - - - - 27,678,978 3,995,344 |
|
| 25,984,139 2,204,331 (1,635,359) (2,213,178) - - 24,348,780 (8,847) |
The period in which cash flows related to cash flow hedges are expected to occur are as depicted in the above maturity analysis table. The periods in which the cash flows related to cash flow hedges are expected to affect profit or loss are as follows:
| Within 1 Year | Within 1 Year | 1 to 5 years | 1 to 5 years | Over 5 years | Over 5 years | Total | |||
|---|---|---|---|---|---|---|---|---|---|
| Consolidated Group | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| $ | $ | $ | $ | $ | $ | $ | $ | ||
| Interest rate swaps | - | - | - | - | - | - | - | - | |
| Foreign exchange forward contracts | - | - | - | - | - | - | - | - | |
| Financial assets pledged as collateral | - | - | - | - | - | - | - | - |
Certain financial assets have been pledged as security for debt and their realisation into cash may be restricted subject to terms and conditions attached to the relevant debt contracts. Refer to Note 19(c) for further details.
57
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
c. Market Risk
i. Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments.
The financial instruments that primarily expose the Group to interest rate risk are borrowings, foreign exchange forward contracts, interest rate swaps, government and fixed interest securities, and cash and cash equivalents.
Interest Rate Swaps
The consolidated group did not hold any interest rate swap contracts during the 2022 or 2021 Financial Year
The net effective variable interest rate borrowings (i.e. unhedged debt) expose the group to interest rate risk which will impact future cash flows and interest charges and is indicated by the following floating interest rate financial liabilities:
| Floating rate instruments Note |
Consolidated Group 2022 $ 2021 $ |
|---|---|
| Bank overdrafts, Bank bill loan and credit card facilities | - - |
| - - |
ii. Foreign currency risk
Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.
Current sales to export markets in Japan, USA, Singapore and the United Kingdom are currently priced in AUD or aren’t significant enough to justify the cost of hedging our Foreign Currency Risk.
The only purchases involving Foreign Currency are occasional equipment purchases which aren’t significant enough to justify the cost of hedging our Foreign Currency Risk.
iii. Other price risk
Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors (other than those arising from interest rate risk or foreign currency risk) for commodities.
The Group is exposed to commodity price risk through the operations of its Murray Cod production business. The Board constantly monitors commodity prices and aims to minimise significant price risk accordingly.
Sensitivity Analysis
Sensitivity analysis has not been displayed due to the immaterial nature of the interest rate and exchange rate risks on the Companies’ operations.
Fair Values
Fair value estimation
The fair values of financial assets and financial liabilities are the same amounts as the carrying amounts as presented in the statement of financial position. Refer to Note 29 for detailed disclosures regarding the fair value measurement of the group’s financial assets and financial liabilities.
58
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 29 Fair Value Measurements
The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:
-
Biological assets
-
Water rights and licenses
The Group measures some items of land and buildings at fair value on a non-recurring basis.
The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.
(a) Fair value hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:
| Level 1 | Level 2 | Level 3 |
|---|---|---|
| Measurements based on quoted prices | Measurements based on inputs other | Measurements based on unobservable |
| (unadjusted) in active markets for identical | than quoted included in Level 1 that are | inputs for the asset or liability. |
| assets or liabilities that the entity can | observable for the asset or liability, either | |
| access at the measurement date. | directly or indirectly. |
The fair value of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.
Valuation techniques
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches:
-
Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
-
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
-
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data are not available, and therefore are developed using the best information available about such assumptions are considered unobservable.
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy.
| Note RecurringFair Value Measurements |
30 June 2022 Level 1 $ Level 2 $ Level 3 $ Total $ |
|---|---|
| Inventory Inventory at fair value through proft or loss ● Biological assets - current 11 Total Inventory assets recognised at fair value on a recurring basis Non-fnancial assets Water rights and licenses 15 Total non-fnancial assets recognised at fair value on a recurring basis Non-recurring fair value measurements Land and buildings 14 Total non-fnancial assets recognised at fair value on a non-recurring basis Total non-fnancial assets recognised at fair value |
- - 13,741,558 13,741,558 |
| - - 13,741,558 13,741,558 |
|
| 2,721,850 - - 2,721,850 |
|
| 2,721,850 - - 2,721,850 |
|
| - 25,450,000 - 25,450,000 |
|
| - 25,450,000 - 25,450,000 |
|
| 2,721,850 25,450,000 - 28,171,850 |
59
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
The Land and Buildings:
“Silverwater” 563 Pinehope Road, GRONG GRONG NSW 2652 Farm 1444d, Bilbul Road, BILBUL NSW 2680
1795 Old Narrandera Road EUBERTA NSW 2650
Were revalued in accordance with the Valuations prepared at 30 June 2022 by:
LAWD
Level 17, 12 Creek Street BRISBANE QLD 4000
LAWD Level 17, 12 Creek Street BRISBANE QLD 4000 |
|
|---|---|
| Note RecurringFair Value Measurements |
30 June 2021 Level 1 $ Level 2 $ Level 3 $ Total $ |
| Inventory Inventory at fair value through proft or loss ● Biological assets - current 11 Total Inventory assets recognised at fair value on a recurring basis Non-fnancial assets Water rights and licenses 15 Total non-fnancial assets recognised at fair value on a recurring basis Non-recurring fair value measurements Land and buildings 14 Total non-fnancial assets recognised at fair value on non-recurring basis Total non-fnancial assets recognised at fair value |
- - 14,853,126 14,853,126 |
| 14,853,126 14,853,126 |
|
| 2,585,250 2,585,250 |
|
| 2,585,250 2,585,250 |
|
| - 4,311,792 - 4,311,792 |
|
| 4,311,792 4,311,792 |
|
| 2,585,250 4,311,792 6,897,042 |
- (b) Valuation techniques and inputs used to measure Level 2 fair values
| Description | Fair value ($) at 30 June 2022 Valuation technique(s) Inputs used |
|---|---|
| Non-fnancial assets Land and buildings (i) |
25,450,000 Market approach using recent observable market data for similar properties; income approach using discounted cash fow methodology. Price per hectare; market borrowing rate 25,450,000 |
(i) The fair value of freehold land and buildings is determined at least every three years based on valuations by an independent valuer. At the end of each intervening period, the directors review the independent valuation and, when appropriate, update the fair value measurement to reflect current market conditions using a range of valuation techniques, including recent observable market data and discounted cash flow methodologies.
(c) Valuation techniques and unobservable inputs used to measure Level 3 fair values
Valuation processes
The biological assets of the Group are considered Level 3 and are valued internally by the Group as there is no observable market for them. The value is based on the estimated exit price per kilogram and the value changes for the average weight of each fish as it progresses through the growth and transformation cycle. The average weight of the fish is sample measured periodically, and the value is determined by applying the average weight to the estimated price based on staged weight values (100gram stages). The lifecycle of the fish is approximately 2 years to minimum initial harvest size. The value per fish is based on this weight estimate, multiplied by the expected market price at the relevant point of transformation. Significant changes in any of the significant unobservable inputs in isolation would result in significant changes in fair value measurement.
The net increment/(decrement) in the fair value of Murray Cod is recognised as income/(expense) in the reporting period. There has been an increase in the fair value per unit of Murray Cod Fish from 30 June 2021 to 30 June 2022, from $17.42/kg to $18.19/kg, this increase is based on observed market selling information.
60
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Note 30 Reserves
a. Asset Revaluation Reserve
- The reserve is used to recognise increments and decrements in the fair value of land and buildings, and water rights and licences.
b. Options Reserve
- The option reserve records items recognised as expenses on valuation of employee share options.
c. Performance Rights Reserve
The performance rights reserve records items recognised as expenses on valuation of employee performance rights.
| Note | Consolidated Group 2022 $ 2021 $ |
|---|---|
| Asset Revaluation Reserve Revaluation of Land and Buildings and Water rights and licenses 29 Movement in Asset Revaluation Reserve Options Reserve Options issued, expensed and vested during the year Options exercised during the year Options cancelled during the year Options vested during the year Movement in Options Reserve |
14,219,996 115,850 |
| 14,219,996 115,850 |
|
| 2,263,543 640,400 (3,215,177) (150,089) (186,684) - - - |
|
| (1,138,318) 490,311 |
Note 31 Company Details
The registered office of the Group is:
Murray Cod Australia Limited 2-4 Lasscock Road
GRIFFITH NSW 2680
The principal places of business are:
Murray Cod Australia Limited
“Silverwater” 563 Pinehope Road, GRONG GRONG NSW 2652 Farm 1444d, Bilbul Road, BILBUL NSW 2680 Farm 1444c, Burley Griffin Way, BILBUL NSW 2680 “Carawatha” Irrigation Way WIDGELLI NSW 2680
1/15A Lenehan Road, GRIFFITH NSW 2680
1795 Old Narrandera Road EUBERTA NSW 2650
2-4 Lasscock Road, GRIFFITH NSW 2680
113 Cudmore Road, POMONA NSW 4568
61
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Directors Declaration
In accordance with a resolution of the Directors of Murray Cod Australia Limited, the Directors of the Group declare that:
-
the financial statements and notes, as set out on pages 13 to 61, are in accordance with the Corporations Act 2001 and:
-
(a) comply with Australian Accounting Standards applicable to the entity, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and
-
(b) give a true and fair view of the financial position as at 30 June 2022 and of the performance for the year ended on that date of the consolidated group;
-
in the Directors opinion there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and
-
the Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.
==> picture [118 x 44] intentionally omitted <==
Director Ross James Anderson Dated this 30th Day of August 2022
62
Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Independent Auditor’s Report
==> picture [196 x 46] intentionally omitted <==
PinnacleHPC Pty Ltd ABN 15 866 782 108
MURRAY COD AUSTRALIA LIMITED AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
MURRAY COD AUSTRALIA LIMITED
Report on the Financial Report
Opinion
I have audited the financial report of Murray Cod Australia Limited (the Company and its controlled entities (the Group)), which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements including a summary of significant accounting and the directors’ declaration.
In my opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
-
a) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial performance for the year then ended; and
-
b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
I conducted my audit in accordance with Australian Auditing Standards. My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of my report. I am independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to my audit of the financial report in Australia. I have also fulfilled my other ethical responsibilities in accordance with the Code.
I confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.
Griffith Sydney Leeton 135 Yambil Street, Griffith NSW 2680 Suite 610/180 Ocean Street, Edgecliff NSW 2027 Unit 1, 2 Kurrajong Avenue, Leeton NSW 2705 Phone: 02 6960 1200 Fax: 02 6960 1299 Phone: 02 9363 2377 Fax: 02 9362 3146 Phone: 02 6953 4515 Fax: 02 6960 1299 PO Box 1467, Griffith NSW 2680 PO Box 85, Edgecliff NSW 2027 PO Box 1467, Griffith NSW 2680 Email: [email protected] Web: www.pinnaclehpc.com.au
Liability limited by a Scheme approved under Professional Standards Legislation
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
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PinnacleHPC Pty Ltd
ABN 15 866 782 108
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Key Audit Matters
Key audit matters are those matters that, in my professional judgement, were of most significance in my audit of the financial report for the year ended 30 June 2022. These matters were addressed in the context of my audit of the financial report as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters.
Key audit matter
Biological assets (refer to note 11 – Biological assets and inventory)
The Group’s biological assets at 30 June 2022 were valued at $13,741,558. AASB 141 Agriculture requires biological assets to be measured at fair value less costs to sell or cost less impairment where no fair value can be determined. I considered the valuation of the biological assets to be a key audit matter due to the estimation required in relation to the biomass of the biological assets.
The Group has valued biological assets at fair value less costs to sell. Pond fish are valued at fair value based on a price per kilo while the value of fingerlings is based on scale dependent upon the weight of the individual fish. These values are based on recent sales.
How my audit addressed the key audit matter
My procedures to address the valuation of biological assets included, amongst other things:
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Observation of grading process;
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- Performing a reconciliation based on opening stock balances and testing a sample of fish movements (including purchases, sales, breeding, harvest and mortalities) to supporting documentation to assess the reasonableness of closing fish stock;
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Discussion with personnel regarding inventory information recorded in software and the application of growth modelling to the inventory information:
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Review of harvest reports compared to sales reports to ensure the reasonableness of harvested kilograms during the year;
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Review of recent sale and purchase prices and undertaking a comparison to 30 June 2022 valuation for reasonableness;
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Examination of the model for estimating weights of fish at 30 June 2022; and
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Review of the provision for biological assets including discussions with management to determine the reasonableness of the provision. Consideration was also given to the likelihood of recovery of this provision.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2022, but does not include the financial report and my auditor’s report thereon.
My opinion on the financial report does not cover the other information and accordingly I do not express any form of assurance conclusion thereon.
In connection with my audit of the financial report, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
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PinnacleHPC Pty Ltd ABN 15 866 782 108
with the financial report or my knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work I have performed, I conclude that there is a material misstatement of the other information, I am required to report that fact. I have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
My objective is to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, I exercise professional judgement and maintain professional scepticism throughout the audit. I also:
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Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
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PinnacleHPC Pty Ltd ABN 15 866 782 108
to the date of my auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. I am responsible for the direction, supervision and performance of the Group audit. I remain solely responsible for my audit opinion.
I communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.
I also provide the directors with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.
From the matters communicated with the directors, I determine those matters that were of most significance in the audit of the financial report of the current period and are therefore key audit matters. I describe these matters in my auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
I have audited the remuneration report included on pages 6 - 11 of the directors’ report for the year ended 30 June 2022.
In my opinion, the remuneration report of Murray Cod Australia Limited, for the year ended 30 June 2022, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with s300A of the Corporations Act 2001 . My responsibility is to express an opinion on the remuneration report, based on my audit conducted in accordance with Australian Accounting Standards.
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J.P. Keenan FCPA Registered Company Auditor 156228 135 Yambil Street Griffith NSW 2680
Dated this 30[th] day of August 2022
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
Additional Information For Listed Public Companies
The following information is current as at 29th August 2022:
1. Shareholding
| 1. Shareholding | |
|---|---|
| a.Distribution of Shareholders Category (size of holding) |
Number No. of Holders No. of Units |
| 1-1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over |
109 11,062 573 1,680,793 330 2,626,344 1,129 44,806,013 479 716,129,176 |
| 2,620 765,253,388 |
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b. The number of shareholdings held in less than marketable parcels is 320.
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c. The names of the substantial shareholders listed in the holding Group’s register are:
| c.The names of the substantial shareholders listed in the | holding Group’s register are: | ||
|---|---|---|---|
| Number | |||
| Shareholder | Ordinary | Preference | |
| Entities controlled by Mathew Ryan | 113,571,429 | - | |
| HSBC Custody Nominees | 78,266,273 | - | |
| JP Morgan Nominees Australia Pty Ltd | 73,761,500 | - | |
| Entities controlled by Ross Anderson | 63,054,895 | - | |
| Entities controlled by George Roger Commins | 50,332,857 | - |
d. Voting Rights
The voting rights attached to each class of equity securities are as follows:
Ordinary shares:
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Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.
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Redeemable and convertible preference shares:
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There are no redeemable or convertible preference shares on issue.
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Murray Cod Australia Limited ABN: 74 143 928 625 and Controlled Entities
e. 20 Largest Shareholders - Ordinary Shares
| e. 20 Largest Shareholders - Ordinary Shares | e. 20 Largest Shareholders - Ordinary Shares | ||
|---|---|---|---|
| Name | Number of OrdinaryFullyPaid Shares Held | % Held of Issued OrdinaryCapital | |
| 1. | HSBC Custody Nominees (Australia) Limited | 78,266,273 | 10.23 |
| 2. | JP Morgan Nominees Australia Pty Ltd | 73,761,500 | 9.64 |
| 3. | M & B Ryan Pty Ltd | 62,771,429 | 8.2 |
| 4. | Brigalow Enterprises Pty Ltd | 43,142,857 | 5.64 |
| 5. | CS Fourth Nominees Pty Limited | 40,172,378 | 5.25 |
| 6. | Andersons Investment Services Pty Ltd | 32,110,310 | 4.2 |
| 7. | Kimbalex Investments Pty Ltd | 30,000,000 | 3.92 |
| 8. | Brondlax Pty Ltd | 16,886,552 | 2.21 |
| 9. | M & B Ryan Pty Ltd | 12,500,000 | 1.63 |
| 10. | The Esplanade Superannuation Pty Ltd | 10,370,000 | 1.36 |
| 11. | Timothy Mitchell Commins & George Roger | 9,096,774 | 1.19 |
| Commins & Kerry Jean Forbes | |||
| 12. | Albins Pty Ltd | 9,089,552 | 1.19 |
| 13. | UBS Nominees Pty Ltd | 9,039,902 | 1.18 |
| 14. | SCMG Pty Ltd | 9,000,000 | 1.18 |
| 15. | Cameron Ray Townsend & Therese Margaret | 8,200,000 | 1.07 |
| Townsend | |||
| 16. | Geofrey Leonard Grimish & Mary Olive Grimish | 8,070,006 | 1.05 |
| 17. | Timothy Mitchell Commins & Jason Joseph | 7,920,761 | 1.04 |
| Mimmo | |||
| 18. | Commins Partnership Pty Ltd | 7,190,000 | 0.94 |
| 19. | Ian Charles & Michelle Charles | 5,600,000 | 0.73 |
| 20. | Dnomyar Pty Ltd | 5,500,000 | 0.72 |
2. The names of the Group secretaries are Brett Tucker and Wendy Dillon.
3. The address of the principal registered office in Australia is 2-4 Lasscock Road, Griffith NSW 2680. Telephone 02 69 625470.
4. Registers of securities are held at the following address:
110 Stirling Highway
NEDLANDS WA 6009
5. Stock Exchange Listing
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited.
6. Unquoted Securities
Options over unissued shares
A total of 30,730,000 Options are on issue
7. Other Disclosures
During the Financial Year the Group has used its cash in accordance with its stated business objectives.
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