for the year ended 2014 - veritas · pdf filerepresents an increase of 11% on the forecast...

FOR THE YEAR ENDED

30 JUNE

2014

Contents

1 S A LV U S S T R A T E G I C I N V E S T M E N T S L I M I T E D A N N U A L R E P O R T 2 0 0 7 1V E R I T A S I N V E S T M E N T S L I M I T E D A N N U A L R E P O R T 2 0 1 4

Chairman’s Repor t

Director Profi les

Corporate Governance Statement

Directors’ Responsibi l i ty Statement

Financial Statements

Independent Auditor’s Repor t

Shareholder and Statutory Information

Corporate Directory

2

3

6

10

11

48

50

58

2 V E R I T A S I N V E S T M E N T S L I M I T E D A N N U A L R E P O R T 2 0 1 4

Chairman’s Report

Dear Shareholders

It is a pleasure to present to you the Annual Report for Veritas Investments Limited for the year ended 30 June 2014. This past year has been the key period for us to deliver on the prospective financial forecasts contained in our Prospectus and Investment Statement issued on 28 March 2013. We were delighted to report our audited FY2014 results on 26 August 2014 and that both the EBITDA and NPAT forecasts had been met. Further, the Board approved a fully imputed dividend at the top end of the policy range. The dividend represents an increase of 11% on the forecast full year dividend.

M A D B U T C H E RAs outlined in our market announcement on 27 February 2014, the unseasonal summer weather resulted in a slower trading period for Mad Butcher. However the year finished strongly with a positive fourth quarter helped by adapting our marketing approach and taking advantage of product opportunities. The business experienced growth with gross margin up on the previous year by 5.4% from $7.4 million to $7.8 million.

We have been pleased with how the Mad Butcher business has responded to various market challenges in the year.

K I W I P A C I F I C F O O D SIn December 2013 we acquired a 50% share in Kiwi Pacific Foods Limited, a joint venture company with Antares Restaurant Group, which operates the New Zealand Burger King franchise. This business produces and supplies meat patties for Burger King and a number of other high profile burger chains, both in New Zealand and internationally. We were pleased to see a positive contribution in the first trading period under our joint ownership and see further potential as markets are developed.

D I V I D E N DFull year dividends of $3.05 million have been approved by the Board against a forecast of $2.66 million. This includes the final dividend of 4.22 cents per share with a record date of 12 September 2014 and payable on 26 September 2014.

S H A R E P R I C EThe Board have been disappointed that Veritas shares have been trading at below issue price during the year despite forecasts being met and other acquisitions being announced. The Board is of the view that the shares have been trading under value at below their issue price. The Board remains focused on increasing shareholder value through improved performance in the Mad Butcher and other acquired businesses, as well as realising synergies between them. At the same time, it is reviewing its capital management strategies, and is reviewing options of buying back shares on market as an accretive move for shareholder value should they continue to trade at under value.

C H I E F F I N A N C I A L O F F I C E R During the year, we added a CFO role to Veritas and were delighted to have Adrienne Roberts join the team. Adrienne has listed company experience as CFO of Charlie’s Group and is a valuable addition to Veritas, especially as we continue to look for more acquisition opportunities.

N O S H F O O D M A R K E TAfter year end results were announced Veritas had confirmed it purchased the Nosh Food Market business from Nosh Management Limited. The new business will trade as Nosh Group Limited. Nosh has a strong brand and revenues, and fits well within our investment mandate. We have bank funding of $5 million to finance the purchase and the required working capital to give the business more impetus.We remain very focused on growing Veritas’ portfolio both organically with our existing businesses and through further acquisitions as the opportunities arise. We would like to thank shareholders and business partners for their on-going support. My personal thanks also go to the Board and staff of Group companies for their contributions to the successful year.

Mark DarrowChairman, Veritas Investments Limited

3V E R I T A S I N V E S T M E N T S L I M I T E D A N N U A L R E P O R T 2 0 1 4

Director Profiles

M A R K D A R R O W BBUS, CA, MINSTD

Independent Chairman

Mark Darrow is an experienced businessman and director, specialising in corporate governance.

Mark has held a number of directorships including Sime Darby Automobiles NZ Limited, Charlie’s Group Limited, Motor Trade Association (MTA), Motor Trade Group Investments Limited, GE Capital New Zealand Funding, the New Zealand Motor Industry Training Organisation (MITO), Vehicle Testing Group (VTNZ) and several private interest companies. He is also a Board Trustee for Macular Degeneration New Zealand (MDNZ). Mark has also held a number of senior executive positions including as Managing Director for Sime Darby New Zealand and Continental Car Services, General Manager of Peugeot New Zealand, Executive Director for GE Money and CEO for PGG Wrightson Finance Limited.

Mark was heavily involved in the 2011 sale of Charlie’s Group Limited to Asahi Group, the mergers of MITO with EXITO and Tranzqual, the sale of PGG Wrightson Finance Limited to Heartland New Zealand Limited, the acquisition of Water Dynamics and Aquaspec by PGG Wrightson and the sale of Vehicle Testing Group to Dekra SE.

Mark chaired the Finance and Audit Committee for Charlie’s Group Limited and MITO and currently chairs the Finance and Audit Committee for Veritas, and for MDNZ. He is Chairman for Kiwi Pacific Foods, a joint venture between Veritas and Antares Restaurant Group. He is also on the Finance and Audit Committee and Governance Committee for the Motor Trade Association.

Mark is a member of the New Zealand Institute of Chartered Accountants and a member of the New Zealand Institute of Directors.

T I M C O O K MINSTD

Non-Executive Director

Tim Cook is Managing Director of Collins Asset Management Limited; an Auckland based private equity and investment company. Collins Asset Management Limited has a number of investments in medical, technology, property, executive recruitment and the motor industry.

Tim has been with Collins Asset Management Limited since 2003, when he was initially a business advisor to the Chairman, and subsequently became a Director and CEO of Primecare Retirement Villages. He then oversaw the sale of that business in 2005, following which the Collins Group became a private equity organisation.

Tim is a director of a number of companies within and outside of the Collins Group. He is a Director of Cook Executive Recruitment Limited and Chairman of Team McMillan BMW Limited, Team MINI Limited and Rolls Royce Motor Cars Auckland. He is also Chairman of SaferSleep NZ Limited, SaferSleep USA and The Heart Institute Limited, New Zealand’s largest private cardiology practice. He is a Director of AHG Associated Practices Limited, MyWave Limited and MyWave Holdings Limited. His earlier management career includes senior retail and operational management roles in the supermarket, retail, franchising, food and fashion industry sectors. He chairs the Remuneration Committee for Veritas and is a member of the Finance and Audit Committee.

From 2006 to 2011 he was a Director of NZX listed Charlie’s Group Limited, representing Collins Asset Management who was the cornerstone shareholder at 19.69%. He was a member of the Finance and Audit Committee and Chairman of the Remuneration Committee. He was heavily involved in its sale to Asahi Group for $129 million in 2011.


DIRECTOR PROFILES CONTINUED

S T E F A N P R E S T O N BE (HONS), MBA (STANFORD)

Independent Director

Stefan has considerable experience with developing businesses and as a director.

Stefan is owner and principal of Ingenio – an active investment company that manages several innovative early-stage companies. Ingenio also consults to other companies primarily in the area of business design and innovation.

In his earlier career as a CEO, Stefan led a number of New Zealand Retail and consumer companies including Pacific Retail Group Limited, Whitcoulls Limited and Bendon Limited. While CEO at Bendon Limited, the company added operations in Europe, North America and the Middle East.

Stefan is also a Director of the Sleepyhead Group, Magic Memories, Flooring Brands and an Advisory Board member to the NZTE Beachheads Program and KEA.

M I C H A E L M O R T O N MBA (MASSEY)

Director

Michael Morton has extensive management experience and over 12 years’ experience as CEO of the Mad Butcher business.

Michael’s first management position was Assistant Manager at Stallone’s Pizza Delivery Company; a South Island based pizza chain which later became Eagle Boys Pizza. He was later appointed Operations Manager of that company.

Michael next worked for PepsiCo as Assistant Manager of KFC and then Operations Manager, before moving to Restaurant Brands New Zealand Limited to become Gene4ral Manager of the Pizza Hut business. In 2000, Michael left Restaurant Brands and joined the Mad Butcher Holdings Limited as CEO under Sir Peter Leitch’s ownership. In 2007, Michael completed the acquisition of the Mad Business Holdings Limited.

Since Michael joined the Mad Butcher business as CEO in 2000, the number of Mad Butcher stores throughout New Zealand has more than doubled to 36.

Following on from the successful acquisition of the Mad Butcher Holdings Limited by Veritas, Michael joined the Board of Veritas as continued his role as CEO of the Mad Butcher.


S H A N E M C K I L L E NDirector

Shane McKillen has over 15 years’ experience in New Zealand and overseas establishing and commerialising start-up businesses across the technology, electricity and alcoholic beverage sectors.

In 1997 Shane established Netco Communications Limited; a leading EFTPOS technology and network provider which he sold to Advantage Group in 2000.

In 1998 Shane jointly established Empower Limited; New Zealand’s first and only independent retailer post industry deregulation in 1996. The business was acquired by and merged into Contact Energy in 2003.

In 2001 Shane jointly funded and commercialized 42 Below Limited in New Zealand and set up the distribution of 42 Below in North, Central and South America. 42 Below Limited was publically listed in New Zealand in 2003 and was acquired by Bacardi in December 2006.

In 2007 Shane founded VnC Cocktails Limited; a New Zealand manufacturer of premium ready to serve cocktails. As Managing Director of VnC, Shane is involved in expanding the export markets for VnC Cocktails’ products to develop VnC Cocktails into a globally recognized brand.

Shane joined the Board of Veritas following the successful acquisition of the Mad Butcher business.

S H A R O N H U N T E RIndependent Director

Sharon is one of New Zealand’s best-known and respected business women. In 1989 she co-founded PC Direct which rapidly became New Zealand’s largest and most successful personal computer company.

After selling the company in 1997, she and Tenby Powell formed Hunter Powell Investments Partners Ltd (HPIP) in 1999.

Their first acquisition was Continental Distributors, subsequently re-launched as euroPacific Foods. After that business doubled in size, it was sold to Delmaine Fine Foods. Later they purchased Hirepool from Owens Group with private equity partners Goldman Sachs JB Were.

Sharon currently sits on the Investment Advisory panel for the Government’s Primary Growth Partnership and was previously a member of the Advisory Board for Rugby World Cup 2011. Sharon is a non-executive Director for Spicers Portfolio Management, and chair of corporate advisory and finance firm Cranleigh New Zealand. She is also a Director of The Skin Institute Group.

In addition to her business activities, Sharon is actively involved in the not-for-profit sector. She is a Trustee of the Starship Foundation and past Chair and Board member of the Robin Hood Foundation.

Sharon joined the Board in February 2014.


Corporate Governance Statement

The overall responsibility for ensuring that the Company is properly managed to enhance investor confidence through corporate governance and accountability lies with the Board of Directors.

The Board and Management are committed to ensuring that the Company maintains Corporate Governance structures which ensure that the Company operates efficiently and effectively in shareholders’ best interests.

The Company’s corporate governance processes do not materially differ from the principles set out in NZX’s Corporate Governance Best Practice Code. The Board will continue to monitor best practice in the governance area and update the Company’s policies to ensure it maintains the most appropriate standards.

R O L E A N D C O M P O S I T I O N O F T H E B O A R DThe business and affairs of the Company are managed under the direction of the Board of Directors, which has overall responsibility for decision making within the Company. At a general level, the Board is elected by the shareholders to:

Establish the Company’s objectives;

Develop major strategies for achieving the Company’s objectives;

Approve all material transactions relating to the Group;

Set investment parameters for the manager;

Monitor management’s performance with respect to these matters;

Ensure legislative compliance;

Communicate with shareholders and other stakeholders;

Approve the annual and half-year financial reports.

The Board of Directors currently consists of 3 Independent Directors and 3 Non-Independent Directors who all have a diverse range of experience and expertise (profiles of the individual Directors can be found on page 3-5) and are committed to use this to benefit the Company.

As at 30 June 2014, the Board consisted of:

Mark Darrow Chairman and Independent Director

Stefan Preston Independent Director

Sharon Hunter Independent Director

Tim Cook Director

Michael Morton Director

Shane McKillen Director

Phil Newland ceased to hold office as an Independent Director in October 2013.

A Director is “independent” when he or she does not have any direct or indirect interest or relationship with the Company which could reasonably influence, in a material way, that Director’s decisions relating to the Company. The Board will consider all relevant circumstances when determining independence, but in accordance with NZX Listing Rule, the Board is of the view that a Director cannot be independent where the Director, or an associated person of the Director:

is a substantial security holder in the Company; or

has a relationship with the Company (other than being a Director of the Company) under which the Director or associated person is likely to derive a substantial portion (generally 10% or more) of their annual revenue or income from the Company.

Q U A N T I T A T I V E B R E A K D O W N O F D I R E C T O R S A N D O F F I C E R S

As at As at 30 June 2014 30 June 2013Male 5 6Female 2 0TOTAL 7 6

N O M I N A T I O N A N D A P P O I N T M E N T O F D I R E C T O R SThe Board is responsible for identifying and recommending candidates. Directors may also be nominated by shareholders under NZX Listing Rule 3.3.5.


A Director may be appointed by ordinary resolution and all Directors are subject to removal by ordinary resolution.

The Board may at any time appoint additional Directors. A Director appointed by the Board shall only hold office until the next annual meeting of the Company but shall be eligible for election at that meeting.

The procedures for the appointment and removal of Directors are governed by the Company’s constitution. The constitution provides for one third of the Company’s Directors (rounded down to the nearest whole number) to retire and stand for re-election at every Annual General Meeting. The Directors who must retire are those who have been in office the longest since last elected or deemed to be elected.

Any increase in the total Directors’ remuneration is approved by shareholders at the Company’s Annual Shareholders’ Meeting, upon the recommendation of the Board as a whole. Within that cap, the Board is responsible for determining the remuneration paid to each Director.

D I S C L O S U R E O F I N T E R E S T S B Y D I R E C T O R SThe Companies Act 1993 sets out the procedures to be followed where Directors have an interest in a transaction of proposed transaction or are faced with a potential conflict of interest requiring the disclosure of that conflict to the Board.

Veritas maintains an Interest Register that contains all the relevant and material directorships held by the members of the Board. Entries in the Interests Register made in the financial year ended 30 June 2014 are shown on pages 54 – 57.

E T H I C A L C O N D U C TThe Company has adopted a Code of Conduct, which sets out the ethical and behavioural standards expected of Veritas’ Directors and employees. The Code of Conduct outlines the Company’s policies in respect of conflicts of interest, competing corporate opportunities, maintaining confidentiality of information, acceptance of gifts and compliance

with laws and Company policies. Procedures for dealing with breaches of these policies are contained within the Code of Conduct, which forms part of each employee’s conditions of employment.

S H A R E D E A L I N G SVeritas’ Directors and employees must comply with the Company’s Securities Trading Policy and Procedures, to ensure that no trades in shares are effected whilst that person is in possession of material information which is not generally available to the market.

I N D E M N I F I C A T I O N A N D I N S U R A N C E O F D I R E C T O R S A N D O F F I C E R SThe Company has D&O insurance with Vero which ensures that generally, Directors and Officers will incur no monetary loss as a result of actions undertaken by them. The Company entered into an indemnity in favour of its Directors and Officers under a policy dated the 8th of May 2013 for the purpose of section 162 of the Companies Act 1993.

S H A R E H O L D E R R E L A T I O N SThe Company is committed to providing comprehensive and timely information to its shareholders. Shareholders are encouraged to participate in annual meetings and the Company encourages queries from shareholders outside formal meetings.

B O A R D P R O C E S S E SThe Board (past and current members) met formally 13 times for the financial year ended 30 June 2014 for the purpose of reviewing the progress of the Company, approving communications with shareholders and the maintenance of all internal procedures and governance.

These formal meetings included discussions relating to the Investment, Finance and Audit, and Remuneration Committees. There were a number of informal meetings throughout the financial year, but these are not included in the table overleaf.


Board Members Meetings Attended

Mark Darrow, Chairman 13Tim Cook 13Shane McKillen 13Michael Morton 12Stefan Preston 11Sharon Hunter (appointed February 2014) 6Phil Newland (resigned October 2013) 4

C O M M I T T E E SThe Board has 3 formally constituted committees. These committees, established by the Board, review and analyse policies and strategies as developed by the Board. The committees examine proposals and, where appropriate, make recommendations to the Board. Committees do not take action or make decisions on behalf of the Board unless specifically authorised to do so by the Board.

Finance and Audit CommitteeThe Company’s Finance and Audit Committee has been established to monitor audit and risk management processes (including treasury and financing policies). It specifically ensures adequate financial reporting and regulatory conformance. The committee is accountable to the Board for considering and, if necessary or desirable, adopting the recommendations of the external Auditor and addressing the adequacy of the external audit function.

The committee provides the Board with additional assurance regarding the accuracy of financial information for inclusion in the Group’s annual report, including all financial information released through NZX.

The Company utilises the accounting and administration services of Collins Asset Management (associated with Tim Cook) under the management of Mark Darrow (Chairman). A number of the Board

meetings incorporated Finance and Audit Committee discussions. For the financial year ended 30 June 2014, the Finance and Audit Committee had 3 formal meetings. These formal meetings are intended to continue for the financial year ending 30 June 2015.

Finance and Audit Meetings Committee Members Attended

Mark Darrow, Chairman 3Tim Cook 3Sharon Hunter (appointed February 2014) 1Phil Newland (resigned October 2013) 1

PricewaterhouseCoopers has provided the Company with taxation and accounting advice. KPMG has provided the Company with taxation advice in addition to its services as external Auditor. Notwithstanding this, the Company is currently satisfied with KPMG’s independence and the quality of the audit it provides.

The Company has adopted an External Financial Auditor’s Independence Policy designed to ensure the independence of its external financial auditors.

KPMG have undertaken the audit of the financial statements for the year ended 30 June 2014.

Investment CommitteeThe Board has a separate Investment Committee. A number of the Board meetings incorporated Investment Committee discussions. For the financial year ended 30 June 2014, the Investment Committee had 7 formal meetings. These formal meetings are intended to continue for the financial year ending 30 June 2015.

Investment Committee Meetings Members Attended

Stefan Preston, Chairman 7Michael Morton 7Shane McKillen (appointed February 2014) 3Phil Newland (resigned October 2013) 2

CORPORATE GOVERNANCE STATEMENT CONTINUED


Remuneration CommitteeThe Remuneration Committee is responsible for overseeing management succession planning, establishing employee incentive schemes, reviewing and approving the compensation arrangements for the Executive Directors and senior management and recommending to the full Board the remuneration of Directors. A number of the Board meetings incorporated Remuneration Committee discussions. For the year ended 30 June 2014, the Remuneration Committee had no formal meetings. It has been agreed that these formal meetings will be held as and when required.

Members of the Remuneration Committee are Tim Cook (Chairman), Mark Darrow and Shane McKillen.

M A N A G I N G R I S KThe Board has overall responsibility for the company system of risk management and internal control and has procedures in place to provide effective control within the management and reporting structure. The Board has in place policies and procedures to identify significant business risks and to implement procedures for effectively managing those risks. Key risk management tools used by Veritas include the Finance and Audit Committee and Investment Committee functions, outsourcing of certain functions to experts, internal controls, financial and compliance reporting procedures and adequate insurance cover.

Management Reports are prepared monthly and reviewed by the Board to monitor performance against budget goals and objectives. The Board also requires management to identify and respond to risk exposures.

A structure framework is in place for capital expenditure, including appropriate authorisations and approval levels.

The Board maintains an overall view of the risk profile of the Company and is responsible for monitoring corporate risk assessment processes.

D I S C L O S U R EThe Company adheres to the NZX continuous disclosure requirements which govern the release of all material information that may affect the value of the Company’s listed shares. The Board and senior management team have processes in place to ensure that all material information is promptly provided to the Chairman and disclosed to the market as appropriate.


The Board of Directors have pleasure in presenting the financial statements and audit report for Veritas Investments Limited for the year ended 30 June 2014.

The Directors are responsible for presenting financial statements in accordance with New Zealand law and generally accepted accounting practice, which give a true and fair view of the financial position of the Group as at 30 June 2014, and the result of the Group’s operations and cash flows for the period ended on that date.

The Directors believe that proper accounting records have been kept which enable with reasonable accuracy, the determination of the financial position of the Group and facilitate compliance with the Financial Reporting Act 1993.

The Directors consider that they have taken adequate steps to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide a reasonable assurance as to the integrity and reliability of the financial statements.

The Board of Directors of the Group authorised these financial statements presented on pages 12 to 47 for issue on 25 August 2014.

For and on behalf of the Board

Mark DarrowChairman, Veritas Investments Limited Finance and Audit Committee Chairman

Directors’ Responsibility Statement

11V E R I T A S I N V E S T M E N T S L I M I T E D A N N U A L R E P O R T 2 0 1 4 21 S A LV U S S T R A T E G I C I N V E S T M E N T S L A N N U A L R E P O R T 2 0 0 7

Financial Statements

S t a t e m e n t o f C o m p r e h e n s i v e I n c o m e 1 2

S t a t e m e n t o f F i n a n c i a l P o s i t i o n 1 3

S t a t e m e n t o f C h a n g e s i n E q u i t y 1 4

S t a t e m e n t o f C a s h F l o w s 1 6

N o t e s t o t h e F i n a n c i a l S t a t e m e n t s 1 7

I n d e p e n d e n t A u d i t o r ’ s R e p o r t 2 5



Revenue 4 29,972,494 29,865,428 7,292 -

Expenses Carcass purchases 19,276,627 20,110,286 - - Advertising & marketing costs 2,866,918 2,376,963 - - Employee benefits expense 943,131 553,180 - - Other expenses 7 1,168,479 919,076 452,964 1,277,129 Depreciation & amortisation expense 10 68,530 102,238 - - (24,323,685) (24,061,743) (452,964) (1,277,129)

Other operating income 162,326 - - - Share of joint venture’s profit, net of tax 11.1 250,554 - - - Dividend from subsidiary - - 1,800,000 - Operating profit / (loss) 6,061,689 5,803,685 1,354,328 (1,277,129)

Finance income / (expense) - net 8 39,525 (110,355) 51,425 12,458 Other gains - 30,469 631,344 82,400 Non-trading transaction impact 7 - (4,800,506) - -

Profit / (loss) before income tax 6,101,214 923,293 2,037,097 (1,182,271)

Income tax expense 13 (1,611,783) (1,770,634) - -

Total comprehensive income / (loss) for the period from continuing operations 4,489,431 (847,341) 2,037,097 (1,182,271)

Net loss from operations held for sale 6 (136,012) - - -

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD 4,353,419 (847,341) 2,037,097 (1,182,271)

Earnings per Share (cents per share) 15 12.09 (4.56) (basic and diluted)

Statement of Comprehensive Income

FOR THE YEAR ENDED 30 JUNE 2014

2014note

2013VERITAS

The accompanying notes form part of and should be read in conjunction with the Financial Statements.

2014 2013GROUP


Statement of Financial Position


AS AT 30 JUNE 2014

20142014note

20132013GROUP VERITAS

ASSETSCash and cash equivalents 19 3,995,014 2,837,307 2,567,277 1,984,784 Restricted cash 19 75,000 75,000 75,000 75,000 Trade and other receivables 9 2,150,090 1,193,300 116,530 130,309 Assets from operations held for sale 6 416,357 - - - Total current assets 6,636,461 4,105,607 2,758,807 2,190,093

Property plant and equipment 10 108,591 101,734 - - Intangibles - computer software 10 64,517 31,255 - - Investments in subsidiaries 11 - - 43,450,155 39,938,375 Investments in joint venture 11.1 3,762,334 - - - Total non-current assets 3,935,442 132,989 43,450,155 39,938,375 TOTAL ASSETS 10,571,903 4,238,596 46,208,962 42,128,468

LIABILITIES Trade and other payables 12 1,669,581 1,502,587 469,923 355,238 Income tax payable 13 22,296 265,941 - - Liabilities from operations held for sale 6 127,827 - - - Total current liabilities 1,819,704 1,768,528 469,923 355,238

Borrowings 19 2,800,000 - 2,800,000 - TOTAL LIABILITIES 4,619,704 1,768,528 3,269,923 355,238 Net Assets / (Net Liabilities) 5,952,199 2,470,068 42,939,039 41,773,230

EQUITY Share capital 14 27,555,187 26,955,187 50,458,434 49,858,434 Retained earnings (21,602,988) (24,485,119) (7,519,395) (8,085,204)TOTAL EQUITY 5,952,199 2,470,068 42,939,039 41,773,230

For and on behalf of the Board of Directors, who authorised these Financial Statements for issue on 25 August 2014:

Mark Darrow Michael MortonChairman Director



Statement of Changes in Equity


RETAINED EARNINGS

$SHARE

CAPITAL $

TOTAL EQUITY

$

G R O U P

note

Balance at 1 July 2012 100 (1,056,488) (1,056,388)

Total Comprehensive Income for the year Loss for the year (847,341) (847,341)

Transactions with owners Shares issued (net of issue costs) 14 23,333,466 23,333,466 Shares issued to acquire VIL 7 3,621,621 3,621,621 Distribution to MBH 17 (19,938,375) (19,938,375)Dividends paid 17 (2,642,915) (2,642,915)Total contributions by / distributions to owners 26,955,087 (22,581,290) 4,373,797 Balance at 30 June 2013 26,955,187 (24,485,119) 2,470,068

Total comprehensive income for the year Profit for the year 4,353,419 4,353,419

Transactions with owners Shares issued 600,000 600,000 Dividends paid 17 (1,471,288) (1,471,288)Total contributions by / distributions to owners 600,000 (1,471,288) (871,288)Balance at 30 June 2014 27,555,187 (21,602,988) 5,952,199



RETAINED EARNINGS

$SHARE

CAPITAL $

TOTAL EQUITY

$

V E R I T A S

note

STATEMENT OF CHANGES IN EQUITY CONTINUED

Balance at 1 July 2012 7,511,571 (6,902,933) 608,638

Total Comprehensive Income for the year Loss for the year - (1,182,271) (1,182,271)

Transactions with owners Shares issued (net of issue costs) 14 42,346,863 - 42,346,863 Shares issued to acquire VIL 7 - - - Distribution to MBH 17 - - - Dividends paid 17 - - - Total contributions by / distributions to owners 42,346,863 - 42,346,863 Balance at 30 June 2013 49,858,434 (8,085,204) 41,773,230

Total comprehensive income for the year Profit for the year - 2,037,097 2,037,097

Transactions with owners Shares issued 600,000 - 600,000 Dividends paid 17 - (1,471,288) (1,471,288)Total contributions by / distributions to owners 600,000 (1,471,288) (871,288)Balance at 30 June 2014 50,458,434 (7,519,395) 42,939,039



Statement of Cash Flows


20142014note

20132013GROUP VERITAS

Cash from customers 29,196,687 29,776,384 671,071 82,400 Cash paid to suppliers and employees (23,817,770) (25,669,102) (338,279) (1,138,697)Interest / dividends received 108,861 11,861 1,893,537 12,458 Interest paid (87,992) (121,747) (60,768) - Tax (paid) / refunded (1,855,428) (881,000) - 2,468 Discontinued operations - operating casflows (116,268) - - -

Net cash from / (used in) operating activities 22 3,428,090 3,116,396 2,165,561 (1,041,371)

Purchase of property plant and equipment (PPE) (20,964) - - - Discontinued operations - investing casflows (361,167) - - - Investment acquisition costs (2,911,780) - (2,911,780) (39,938,375)

Net cash from / (used in) investing activities (3,293,911) - (2,911,780) (39,938,375)

Proceeds from share issue - 23,333,466 - 42,285,237 Dividend to Vendor - purchase of Mad Butcher Business - (19,938,375) - - Dividend paid (1,471,288) (2,642,915) (1,471,288) - Bank borrowings drawn / (repaid) 2,800,000 (1,060,000) 2,800,000 - Franchisee advances (made) / repaid (305,184) 20,000 - -

Net cash from / (used in) financing activities 1,023,528 (287,824) 1,328,712 42,285,237 Net increase in cash and cash equivalents 1,157,707 2,828,572 582,493 1,305,491 Cash and cash equivalents at beginning of period 2,912,307 83,735 2,059,784 692,668 Cash and cash equivalents at end of period 4,070,014 2,912,307 2,642,277 1,998,159 Cash and bank balances 3,995,014 2,837,307 2,567,277 1,909,784 Restricted cash 75,000 75,000 75,000 75,000 4,070,014 2,912,307 2,642,277 1,984,784


Notes to the Financial Statements


1 . G E N E R A L I N F O R M A T I O N1.1 Reporting entity

Veritas Investment Limited (“Veritas”, or the “Company”) is a company incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and listed on the NZX Main Board operated by NZX Limited (“NZX”). The Company is an issuer in terms of the Financial Reporting Act 1993.

Financial statements for Veritas (separate financial statements) and consolidated financial statements are presented. The consolidated financial statements of the Company as at and for the year ended 30 June 2014 comprise the Company, its subsidiaries Mad Butcher Limited (“MBL”), Midas Foods Limited (“MFL”) and Kiwi Choice Limited (“KCL”), and its joint venture Kiwi Pacific Foods Limited (“KPF”), together referred to as the “Group”.

The Group is engaged in coordinating the national marketing and product procurement for the individual Mad Butcher franchises, as well as providing support for the franchisees, and in the manufacturing of burger patties for the domestic and export markets.

1.2 Basis of preparationMBL is the wholly-owned subsidiary of Veritas which was specifically incorporated for the purpose of acquiring the Mad Butcher Business (the “Business”). The Business is as defined in the Sale and Purchase Agreement whereby MBL acquired the Mad Butcher franchisor business and assets previously owned and operated by a separate and unrelated reporting entity, MBH Limited (“MBH”).

For financial reporting purposes, aspects of “reverse acquisition” accounting are relevant and the rules require that the Mad Butcher Business is treated as the acquirer of Veritas. The consolidated financial statements prepared following a “reverse acquisition” are issued under the name of the legal parent (Veritas) but described in the notes as a continuation of the financial statements of the Mad Butcher Business. Given that this was the acquisition of a business, MBL’s financial statements will be those of the Mad Butcher Business.

Therefore, the consolidated financial information provided for the year ended 30 June 2014 reflects 12 months of trading of the Mad Butcher Business plus Veritas, plus 7 months of trading for Midas Foods and Kiwi Choice, plus 7 months of trading for Kiwi Pacific Foods on an equity-accounting basis. The consolidated financial information provided for the comparative year ended 30 June 2013 reflects 12 months of trading from the Mad Butcher Business, plus Veritas trading from 8 May to 30 June 2013.

The financial statements of the Mad Butcher Business for the year ended 30 June 2013 have been extracted from the financial statements and the accounting records of MBH for the year ended 31 March 2013, and of MBH and MBL for the period ended 30 June 2013, and exclude certain income and expenses transactions, specific assets and liabilities recorded by MBH on the basis that they are not related to the Business (note 2.3). There have been no allocations of income, expenses, assets or liabilities in determining the components to be excluded. The adjustments required to exclude these transactions and balances are presented as distributions (dividends paid) to owner within equity.

These consolidated financial statements meet the definition of “combined financial statements” and have been prepared for the reporting periods stated to represent the continuation of the Mad Butcher Business after the acquisition of the Business described above.

These financial statements have been prepared on a historical cost basis.


1 . G E N E R A L I N F O R M A T I O N ( c o n t i n u e d )The principal accounting policies adopted in the preparation of the financial statements are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transaction and other events is reported. These policies have been consistently applied to all the periods presented, unless otherwise stated.

1.3 Statement of complianceThe financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and the requirements of the Companies Act 1993 and the Financial Reporting Act 1993. They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities.

The financial statements also comply with International Financial Reporting Standards (“IFRS”).

The financial statements were authorised for issue by the Board of Directors on 25 August 2014.

1.4 Critical accounting judgements and key sources of estimation uncertaintyIn the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying accounting policiesThe following are the judgements, apart from those involving estimation, that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in these financial statements:

The exclusions applied above are consistent with the treatment of such expenses / income and assets / liabilities in the Prospective Financial Information for FY2013 and FY2014 presented in the Investment Statement and Prospectus dated 28 March 2013.

Equity is the residual after excluding the above transactions and balances. They have been included within distribution to owner in the Statement of Cash Flows.

1.5 Functional and presentation currencyBoth the functional and presentation currency of the Company is New Zealand Dollars ($). Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-translated at the exchange rate at balance date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED


2 . S U M M A R Y O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S

2.1 ConsolidationThe consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) as at the reporting date, as modified by the “reverse acquisition” rules explained in Note 1 above. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power to direct the activities of the investee.

Subsidiaries are included in the consolidated financial statements using the acquisition method of consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. Investments in subsidiaries are recorded at cost less any impairment in the Company’s financial statements. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

The results of entities acquired or disposed of during the year are included in the profit or loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

2.2 Acquisitions / business combinations / joint venture / goodwillAs explained in Note 1, under “reverse acquisition” accounting the Business is treated as the acquirer of Veritas. Under these rules, the difference between the market capitalisation of Veritas as at the transaction date immediately prior to completion of the acquisition of the Business and the net assets of Veritas at that same time is a share-based payment (included in the “non-trading transaction impact” expense). Accordingly, the acquisition of the Business does not give rise to any goodwill to be carried at cost (less impairment losses) on the Consolidated Statement of Financial Position.

In the year ended 30 June 2014, Veritas acquired Midas Foods Limited (“MFL”) and Kiwi Choice Limited (“KCL”), both with effect from 1 December 2013.

MFL’s main asset is a 50% shareholding in Kiwi Pacific Foods Limited (“KPF”), a joint venture with Antares Restaurant Group (“ARG”), owner and operator of the Burger King restaurant chain in New Zealand. Veritas (through MFL) includes 50% of KPF’s results as from 1 December 2013 under the equity accounting method.

KCL’s main asset is a contract to manage KPF, under which KCL is remunerated by a percentage of KPF’s gross turnover.

The investment in KPF is held at cost by the investor, and interest in KPF is accounted for using the equity method in the consolidated financial statements.

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.


2 . S U M M A R Y O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( c o n t i n u e d )When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination.

Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with NZ IAS 39 – Financial Instruments: Recognition and Measurement, or NZ IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

2.3 Revenue recognitionRevenue comprises the fair value of the consideration received or receivable for the sale of goods and services, excluding Goods and Services Tax, rebates and discounts, to the extent that it is probable that the economic benefits will flow to the Group and the amount of the revenue can be reliably measured.

Sales of carcasses - The Business acts as principal for the sale of beef carcasses. Revenue from the sale of carcasses is recognised when the carcasses are received by the franchise stores.

Supplier rebates revenue - The Business acts as an agent for the sale of poultry, pork, lamb and beef products. Supplier rebates on these products are recognised as revenue when the goods are received by the franchise stores.

Advertising income and franchise fees - Contracted annual advertising charges and franchise fees are recognised on a straight line basis over the year.

Management fees – Kiwi Choice’s management fees are based on KPF’s turnover, and are recognised when KPF’s sales are recognised.



2.4 Interest bearing liabilitiesInterest bearing loans and borrowings are initially measured at fair value, less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Loans and borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

2.5 Finance costs / incomeFinance costs include interest on external debt (borrowing costs). Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale.

Finance income includes interest on deposits and finance revenues. These are recognised as the interest or revenue accrues using the effective interest method.

2.6 Dividends receivedDividends arising in respect of shares held by the Group / Veritas are recognised as income when paid by the investee corporation.

2.7 Cash and cash equivalentsCash and cash equivalents in the statement of financial position and statement of cash flows comprise cash at bank and in hand, net of small temporary bank overdrafts, and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Short term deposits with an original maturity of greater than three months are also included within cash and cash equivalents if the term deposit can be terminated at an earlier date, without incurring penalties.

Restricted cash comprises deposits held by the NZX on behalf of Veritas.

2.8 Trade and other receivablesTrade receivables are amounts due from franchise stores for carcasses sold or services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment. Collectability of trade receivables is reviewed on an on-going basis and a provision for doubtful debts is made when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Financial difficulties of the debtor, or amounts significantly overdue are considered objective evidence of impairment. The amount of the loss is recognised in the profit and loss component of the statement of comprehensive income. Subsequent recoveries of amounts previously written off are credited in the profit and loss component of the Statement of Comprehensive Income.


2 . S U M M A R Y O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( c o n t i n u e d )2.9 Goods and Service Tax (“GST”)

The financial statements have been prepared so that all components are stated exclusive of GST, except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of an asset or as part of the expense item as applicable; and trade receivables and payables, which include GST invoiced.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. GST paid to the taxation authority is included within payments to suppliers and employees in the statement of cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to the taxation authority.

2.10 Income taxThe income tax expense or benefit for the period is the tax payable on the current period’s taxable income adjusted by changes in deferred tax assets and liabilities attributed to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at balance date.

Deferred tax assets and liabilities are recognised for temporary differences at the balance date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at balance date.

The income tax expense or revenue attributable to amounts recognised directly in equity are also recognised directly in equity. The associated current or deferred tax balances are recognised in these accounts as usual.

2.11 Property, plant and equipmentProperty, plant and equipment is initially recorded at cost, including costs directly attributable to bring the asset to its working condition, less accumulated depreciation and any accumulated impairment losses. Any expenditure that increases the economic benefits derived from the asset is capitalised. Expenditure on repairs and maintenance that does not increase the economic benefits is expensed in the period it occurs.



Depreciation of property, plant and equipment is calculated using the diminishing value method to allocate their cost, net of their residual values, over their estimated useful lives. The rates are as follows:

Plant and equipment* 14 – 48%Furniture and fittings* 12%Office equipment* 11.4 - 67% Motor vehicles 24 - 36%Computer equipment 33 - 60%*the business has very few furniture and fittings and office equipment, hence for disclosure purposes these two categories have been included together with plant and equipment.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. 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 carrying amount. These are included in the profit and loss component of the statement of comprehensive income.

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. When an item of property, plant and equipment is disposed of, the difference between net disposal proceeds and the carrying amount is recognised in profit or loss.

2.12 Other intangible assetsIntangible assets acquired separately are reported at cost less accumulated amortisation and accumulated impairment losses.

Computer software - Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years). Software costs with a net book value of $30,705 were reclassified from property, plant and equipment to intangible assets in 2013. The associated amortisation was reclassified from depreciation to amortisation expense.

An intangible asset is derecognised on disposal, or when no future economic benefit is expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in profit or loss when the asset is derecognised.

2.13 Impairment of tangible and intangible assets other than goodwillAt the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.


2 . S U M M A R Y O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( c o n t i n u e d )Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a 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.

2.14 Trade and other payablesTrade and other payables are carried at amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group by suppliers in the ordinary course of business prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

2.15 Employee entitlementsLiabilities for wages, salaries and annual leave are recognised in the provision for employee benefits and measured at the amounts expected to be paid when the liabilities are settled. The employee benefit liability expected to be settled within twelve months from balance date is recognised in current liabilities.

2.16 ProvisionsProvisions are recognised when the Group has a legal or constructive obligation as a result of a past event, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at balance date using a discounted cash flow methodology. The increase in the liability as a result of the passage of time is recognised in finance costs.

2.17 LeasesThe determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date, whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys the right to use the asset, even if that right is not explicitly specified in an arrangement.



Operating leases – Group as lesseeWhere the Group is the lessee, leases where the lessor retains substantially all the risks and benefits of ownership of assets are classified as operating leases. Net rental payments, excluding contingent payments, are recognised as an expense in profit or loss on a straight-line basis over the period of the lease. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability.

2.18 Classification as debt or equityDebt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2.19 Contributed equityOrdinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.20 Earnings per shareThe Group presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period.

2.21 Operating segmentsOperating segments are reported in a manner consistent with internal reporting provided to the chief operating decision-making body. The chief operating decision-making body responsible for allocating resources and assessing performance of operating segments is the Board of Directors.

2.22 Discontinued operations / assets held for saleA discontinued operation is a component of the Group’s business, the operations and cashflows of which can be clearly distinguished from the rest of the Group and which:

represents a separate major line of business or geographical area of operations; or is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to re-sale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.

When an operation is classified as a discontinued operation, the comparative statement of profit and loss and other comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.


2 . S U M M A R Y O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( c o n t i n u e d )Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, employee benefit assets, investment property or biological assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted.

2.23 Non-GAAP reporting measuresAdditional reporting measures have been presented in the statement of comprehensive income or referenced to in the notes to the financial statements. The following non-GAAP measures are relevant to the understanding of the Group financial performance:

EBIT (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding interest income and expense, as reported in the financial statements; EBITDA (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding interest income, interest expense, depreciation and amortisation, as reported in the financial statements; EBITDA and non-trading transaction impact (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding interest income, interest expense, depreciation and amortisation, and non-trading transaction impact, as reported in the financial statements.

3 . N E W S T A N D A R D S , A M E N D M E N T S A N D I N T E R P R E T A T I O NStandards, amendments and interpretation effective in the current periodThe following are the new or revised standards, amendments and interpretations applicable to the Group which are in issue that are not yet required to be adopted by the Group in preparing its financial statements for the year ended 30 June 2014:

Standard / interpretation Effective for Expected annual reporting to be initially periods beginning applied in the on or after financial year ending

NZ IFRS 9 ‘Financial Instruments’ 1 January 2017 30 June 2018 - Addresses measurement and recognition of financial assets and liabilities

NZ IFRS 15 ‘Revenue from Contracts with Customers’ 1 January 2018 30 June 2019 - Establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenues and cashflows from contracts with customers

The financial statement impact of adoption of these standards, amendments and interpretations are not expected to have a material impact on the financial statements reported by the Group.



Adoption of new and revised standards, amendments and interpretationsThe standards, amendments and interpretations listed below applicable to the Group became mandatory in the current year:

NZ IFRS 10 – Consolidated Financial Statements

NZ IFRS 11 – Joint Arrangements

NZ IFRS 12 – Disclosure of Interests in other Entities

NZ IFRS 13 – Fair Value Measurement

Revised NZ IAS 27 – Separate Financial Statements

The adoption of these new and revised standards, amendments and interpretations did not have a material impact on the results or position reported by the Group.

4 . R E V E N U E G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Carcass income 20,691,094 21,357,436 - -

Suppliers rebates 4,980,620 4,636,928 - -

Advertising income 3,460,256 3,316,136 - -

Other income 840,524 554,928 7,292 -

29,972,494 29,865,428 7,292 -

5 . S E G M E N T R E P O R T I N G - A C T I V I T I E S F R O M W H I C H R E P O R T A B L E S E G M E N T S D E R I V E T H E I R R E V E N U E S

Following Veritas legally acquiring the Mad Butcher business in 2013 and MFL and KCL in December 2013 it has been identified that the Chief Operating Decision Maker (“CODM”) for the Group is now the Board of Directors as they are now responsible for allocating resources and assessing performance across the Group. The Group has three reportable segments, which are the Group’s separate entities. For each of the entities the Board (the CODM) reviews management reports on a monthly basis.

Information regarding the results of each reportable segment in included below. Performance is measure based on segment EBITDA as included in the management reports that are reviewed by the Board. Segment EBITDA is used to measure performance as the Board believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.



5 . S E G M E N T R E P O R T I N G - A C T I V I T I E S F R O M W H I C H R E P O R T A B L E S E G M E N T S D E R I V E T H E I R R E V E N U E S ( c o n t i n u e d )

Profit Information G R O U P - 2 0 1 4

MBL VIL MFL Total $ $ $ $

Revenue 29,965,202 7,292 - 29,972,494

Expenses

Carcass purchases (19,276,627) - - (19,276,627)

Advertising & marketing costs* (2,866,918) - - (2,866,918)

Gross margin 7,821,657 7,292 - 7,828,949

Employee benefits expense (943,131) - (943,131)

Other expenses (715,515) (452,964) - (1,168,479)

Expenses (23,802,191) (452,964) - (24,255,155)

Other operating income 162,326 - - 162,326

Share of joint venture’s profit (EBITDA) - - 414,710 414,710

EBITDA - Earnings before interest, tax, depreciation, amortisation 6,325,337 (445,672) 414,710 6,294,375

Depreciation & amortisation expense (100,339)

Finance income / (expense) - net 4,575

Non-trading transaction impact -

Profit before income tax 6,198,611

Income tax expense (1,709,180)

Total profit from continuing operations 4,489,431

Net loss from operations held for sale (136,012)

Consolidated profit after tax 4,353,419

*Direct advertising and marketing expenses only


Profit Information G R O U P - 2 0 1 3


Revenue 29,865,428 - - 29,865,428

Expenses

Carcass purchases (20,110,286) - - (20,110,286)

Advertising & marketing costs (2,376,963) - - (2,376,963)

Gross margin 7,378,179 - - 7,378,179

Employee benefits expense (553,180) - (553,180)

Other expenses 358,053 (1,277,129) - (919,076)

Expenses (22,682,376) (1,277,129) - (23,959,505)

Other operating income - - - -

Share of joint venture’s profit (EBITDA) - - - -

EBITDA - Earnings before interest, tax, depreciation, amortisation 7,183,052 (1,277,129) - 5,905,923

Depreciation & amortisation expense (102,238)

Finance income / (expense) and other gains - net (79,886)

Non-trading transaction impact (4,800,506)

Profit before income tax 923,293

Income tax expense (1,770,634)

Total profit from continuing operations (847,341)

Net loss from operations held for sale -

Consolidated loss after tax (847,341)



5 . S E G M E N T R E P O R T I N G - A C T I V I T I E S F R O M W H I C H R E P O R T A B L E S E G M E N T S D E R I V E T H E I R R E V E N U E S ( c o n t i n u e d )

Asset / liability information G R O U P - 2 0 1 4


Total assets for reportable segments 2,881,432 3,511,780 - 6,393,212

Equity accounted investee - - 3,762,334 3,762,334

Other assets - held for sale 416,357 - - 416,357

Consolidated total assets 3,297,789 3,511,780 3,762,334 10,571,903

Total liabilities for reportable segments 1,221,954 3,269,923 - 4,491,877

Other liabilities - held for sale 127,827 - - 127,827

Consolidated total liabilities 1,349,781 3,269,923 - 4,619,704

G R O U P - 2 0 1 3


Total assets for reportable segments (37,889,872) 42,128,468 - 4,238,596

Equity accounted investee - - - -

Other assets - - - -

Consolidated total assets (37,889,872) 42,128,468 - 4,238,596

Total liabilities for reportable segments 1,413,290 355,238 - 1,768,528

Other liabilities - - - -

Consolidated total liabilities 1,413,290 355,238 - 1,768,528

5.1 Other information

GeographicalVeritas and its subsidiaries operate within New Zealand, and derived no revenue from foreign countries for the year ended 30 June 2014 (2013: nil).

Kiwi Pacific Foods derived revenue from foreign countries in the year ended 30 June 2014. As a joint venture, KPF is equity-accounted (from the date of acquisition), so its revenues are not consolidated and reported as Group revenues.

Information about major customersNo single customer contributed 10% or more to the Group’s revenue for the year ended 30 June 2014 (2013: nil).


6 . D I S C O N T I N U E D O P E R A T I O N S - S T O R E H E L D F O R S A L EAs master franchisor, Mad Butcher selects towns and sites for new store openings and then manages the store fit-out (often, on a turn-key service). Finding a suitable site can take considerable time, and therefore Mad Butcher usually starts the franchisee selection process after a site has been leased and store fit-out started.

Mad Butcher identified a new store location in Invercargill and started fit-out early on in this financial year. However, negotiations with a prospective franchisee ultimately failed. Mad Butcher decided to go ahead with the store opening in November as planned, trading as owner of this store. From the commencement of trading the store has been treated as an operation held for sale, and its assets, liabilities and results have not been included in continuing operations.

Mad Butcher has been seeking a buyer for this store since the original prospect fell through. Negotiations are currently taking place with a prospective buyer, and a sale is expected to close by the end of September 2014.

As at 30 June 2014 $

Assets and liabilities held for sale

Plant and equipment 371,762

Inventories 42,653

Trade receivables 1,942

Assets held for sale 416,357

Trade payables 127,827

Liabilities held for sale 127,827

Impairment loss relating to assets and liabilities held for sale Assets and liabilities held for sale are stated at their book value. No impairment losses have been applied to reduce their carrying amounts.

November 2013 - June 2014 $

Results of Operation

Revenue 1,664,421

Cost of Sales (1,362,112)

Gross Profit 302,309

Expenses (491,214)

Loss before Tax (188,905)

Tax 52,893

Net loss for the period (136,012)

Cash flows used in Operation

Cash used in operating activities 116,268

Cash used in investing activities 361,167

Net cash outflow for the period 477,435



7 . O T H E R E X P E N S E S / N O N - T R A D I N G T R A N S A C T I O N I M P A C T G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Other expenses include:

Office occupancy and administration costs 322,016 126,476 59,344 105,300

Professional and other advisory costs 223,252 327,852 - 755,859

Donations - - - -

Operating lease expenditure including rent 91,985 75,354 6,839 7,489

Remuneration to auditors included:

Audit of annual financial statements 64,890 100,000 64,890 100,000

Capitalised issuance costs - - - 174,783

Review of interim (half year) financial statements 22,558 - 22,558 5,250

Other fees paid to Auditors - tax compliance 17,459 - 17,459 -

Total remuneration paid or payable to KPMG 104,907 100,000 104,907 280,033

As detailed in notes 1.2 and 2.2, the Mad Butcher Business is the accounting acquirer of Veritas on 8 May 2013. This acquisition can be summarised as follows:

$000s

Net assets / liabilities acquired

Receivables 26

Payables (1,251)

Cash 46

Net liabilities acquired (1,179)

Consideration 3,622

Consideration amounts to 2,292,165 shares issued at $1.58 per share (the market capitalisation of VIL at 8 May 2013). The difference between the consideration and net liabilities acquired is accounted for as a share based payment of $4.8m (and referred to as the “non-trading transaction impact”).


8 . F I N A N C E I N C O M E / E X P E N S E G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Interest income 127,517 11,392 112,193 12,458

Finance costs (87,992) (121,747) (60,768) -

Finance income / (expense) 39,525 (110,355) 51,425 12,458

9 . T R A D E A N D O T H E R R E C E I V A B L E S G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Trade receivables 1,586,950 1,062,991 3,594 -

Prepayments 242,889 - 103,270 -

GST recoverable 15,067 130,309 9,666 130,309

Advances to stores 305,184 - - -

2,150,090 1,193,300 116,530 130,309

Group - 2014 prepayments include $109,893 accrued by Kiwi Choice in respect of management fees owed by Kiwi Pacific Foods as at 30 June 2014.

Veritas – 2014 prepayments include $61,613 owed by Midas Foods as at 30 June 2014 in respect of intercompany advances made by VIL.

1 0 . P R O P E R T Y, P L A N T A N D E Q U I P M E N T / I N T A N G I B L E A S S E T S G R O U P

Intangibles Property, Plant and Equipment Fixtures, Plant, Computer Office Computer Lease PPE Software Vehicles Equipment Equipment Improvements Total $ $ $ $ $ $

Gross carrying amount

Balance at 1 July 2012 - 502,936 80,414 136,349 2,779 722,478

Additions 3,191 33,913 - 4,870 14,283 53,066

Disposals - (413,784) (44,244) (41,092) - (499,120)

Reclassifications 65,603 - (5,510) (60,093) - (65,603)

Balance at 30 June 2013 68,794 123,065 30,660 40,034 17,062 210,821

Additions 65,778 39,339 - 3,635 1,840 44,814

Disposals (1,617) - - (1,881) - (1,881)

Balance at 30 June 2014 132,955 162,404 30,660 41,788 18,902 253,754


1 0 . P R O P E R T Y, P L A N T A N D E Q U I P M E N T / I N T A N G I B L E A S S E T S ( c o n t i n u e d ) G R O U P

Intangibles Property, Plant and Equipment Fixtures, Plant, Computer Office Computer Lease PPE Software Vehicles Equipment Equipment Improvements Total $ $ $ $ $ $

Accumulated depreciation and amortisation

Balance at 1 July 2012 - (140,042) (68,536) (89,098) - (297,676)

Disposals - 173,287 37,176 45,466 - 255,929

Reclassifications (34,898) - 3,214 31,684 - 34,898

Depreciation and amortisation charge (2,641) (82,865) (1,700) (17,673) - (102,238)

Balance at 30 June 2013 (37,539) (49,620) (29,846) (29,621) - (109,087)

Disposals 865 - - 1,296 - 1,296 Depreciation and amortisation charge (31,764) (31,238) (384) (5,750) - (37,372)

Balance at 30 June 2014 (68,438) (80,858) (30,230) (34,075) - (145,163)

Net book value

Balance at 30 June 2013 31,255 73,445 814 10,413 17,062 101,734

Balance at 30 June 2014 64,517 81,546 430 7,713 18,902 108,591

1 1 . S U B S I D I A R I E S A N D J O I N T V E N T U R E

Principal Place of Ownership interests activity incorporation and voting rights

2014 2013

Name of subsidiary Mad Butcher Limited Procurement and Management New Zealand 100% 100% of Franchise Business

Midas Foods Limited Holding Company New Zealand 100% 0%

Kiwi Choice Limited Management of Food Manufacturing Business New Zealand 100% 0%

Name of Joint Venture Kiwi Pacific Foods Limited Food Manufacturing Business New Zealand 50% 0%



11.1 Equity accounted investment - Summarised financial informationOn 19 December 2013, Veritas acquired 100% of the voting equity interests in Midas Foods Limited (“MFL”) and Kiwi Choice Limited (“KCL”). Under the terms of the acquisition, Veritas acquired the economic benefits from those two companies as from 1 December 2013.

MFL’s only asset is a 50% shareholding in Kiwi Pacific Foods Limited (“KPF”). The other 50% shareholder is Antares Restaurant Group (“ARG”), the owner and operator of the Burger King restaurant chain in New Zealand.

KCL’s only asset is a management agreement with KPF, whereby KCL manages KPF’s plant and operations. KPF pays KCL a management fee based on a turnover formula.

The primary reasons for the acquisition of MFL and KCL are 1) to acquire 50% of KPF and enter into a joint venture with ARG, and 2) to manage the KPF operation, thereby extending the Group’s activities into meat-related food manufacturing and processing.

KPF is a NZ company, whose principal place of business is in South Auckland. Its main business is the manufacture of burger patties. Its principal customer is ARG, although KPF also manufactures patties for other NZ customers as well as for export to overseas customers.

The net assets acquired were:

$000s

Land, Buildings, Plant and Machinery 1,140

Current Assets 2,605

Current Liabilities (2,732)

1,013

Consideration paid was $2.8 million in cash and $0.6 million in Veritas shares (434,783 shares issued). The $2.8 million cash element of the acquisition was funded by a 3 year, $3 million facility from ANZ Bank. In addition, $111,780 costs incurred on the transaction have been addded to the cost of investment.

MFL’s investment in KPF is accounted for using the equity method, and in the view of the Directors the fair value of this investment is its acquisition cost plus the Group’s half-share of KPF’s comprehensive income post-investment.

$

Investment in joint venture 3,511,780

Share of joint venture profit, net of tax 250,554

Total investment in joint venture 3,762,334



1 1 . S U B S I D I A R I E S A N D A S S O C I A T E ( c o n t i n u e d )MFL, KCL and KPF all had a March balance date prior to Veritas’ acquisition / investment. Their balance date has now been changed to June, in line with that of the Veritas Group. Their financial statements for 7-month period (period owned) and the 12-month period to 30 June 2014 were:

Kiwi Pacific - Financial Information 7 months to 12 months to 30 June 2014 30 June 2014 $ $

Financial Performance

Total Revenue 8,008,800 14,014,780

EBITDA 829,420 1,392,370

Depreciation (63,618) (110,216)

Interest expense (69,910) (113,514)

Interest income 10 77

Profit before tax 695,902 1,168,717

Tax expense (194,794) (327,142)

Total comprehensive income 501,108 841,575

as at 30 June 2014 $

Financial Position

Cash and cash equivalents -

Receivables and inventories 3,135,585

Fixed Assets 1,118,945

Total Assets 4,254,530

Bank Overdraft 1,921,246

Payables 983,412

Current Liabilities 2,904,658

Non Current Liabilities -

Total Liabilities 2,904,658

Net Assets 1,349,872


Equity accounted earnings comprise: 7 months to 30 June 2014 $

Sales - 100% 8,008,800

Earnings before taxation - 100% 695,902

Earnings before taxation - group’s share 347,951

Tax expense - group’s share (97,397)

Earnings after taxation - group’s share 250,554

1 2 . T R A D E A N D O T H E R P A Y A B L E S G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Trade payables 1,076,673 1,068,422 142,923 35,238

Accrued expenses 199,373 320,000 177,000 320,000

Balance of consideration for purchase of joint venture / subsidiary 150,000 - 150,000 -

GST payable 147,035 64,657 - -

Employee entitlements 96,500 49,508 - -

1,669,581 1,502,587 469,923 355,238

Veritas – 2014 trade payables include $81,026 owed to Mad Butcher Limited in respect of sundry costs incurred on VIL’s behalf (2013: $20,658).



1 3 . T A X Income tax recognised in profit or loss G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Current tax charge: 1,611,783 1,770,634 - -

The income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial statements as follows:

Profit / (loss) before income tax 6,101,214 923,293 2,037,097 (1,182,271)

Income tax expense calculated at 28% (2013: 28%) 1,708,340 258,522 570,387 (331,036)

Non-deductible expenses 25,480 - 8,400 -

Non-trading transaction costs - 1,344,142 - -

Losses not recognised 106,778 - 331,036

Other (122,037) 61,192 (578,787) -

Total tax charge 1,611,783 1,770,634 - -

Current tax liability: Tax payable 22,296 265,941 - -

As at 30 June 2014, the Group had an unrecognised deferred tax asset of $59,011, of which $31,991 was unrecognised in Veritas, consisting of timing differences and tax losses (2013: Group and Veritas, $106,778).

As at 30 June 2014, Veritas has imputation credits of $127,832 (2013: $nil).

1 4 . S H A R E C A P I T A L Issued & paid-up capital - ordinary shares 2 0 1 4 - V E R I T A S 2 0 1 3 - V E R I T A S

SHARES $ SHARES $

Balance at beginning of the year 36,907,549 49,858,434 57,302,229 7,511,571

Share consolidation - 1 for 25 2,292,165

Shares issued to MB Vendor 15,384,615 20,000,000

Shares issued in the public offer 19,230,769 25,000,000

Expenses incurred in connection with the public offer - (2,653,137)

Shares issued to Midas Foods / Kiwi Choice Vendors 434,783 600,000

Balance at end of the year 37,342,332 50,458,434 36,907,549 49,858,434

All ordinary shares carry equal rights in respect of voting and the receipt of dividends. Ordinary shares do not have a par value. 2013 - in connection with the reverse takeover and capital-raising exercise, the Vendor of the Mad Butcher Business was issued 15,384,615 shares and received $19.94m in cash from the proceeds of the public offer.


1 5 . E A R N I N G S P E R S H A R E G R O U P

2014 2013 $ $

Profit / (loss) for the year 4,489,431 (847,341)

Weighted average no. of shares 37,138,639 18,568,830

cents cents

Basic and diluted earnings per share 12.09 (4.56)

1 6 . C O M P E N S A T I O N O F K E Y M A N A G E M E N T P E R S O N N E LThe remuneration of directors and other members of key management during the year was as follows:

G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Short-term benefits 409,458 230,871 225,458 130,833

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

1 7 . D I V I D E N D P A I D O R A U T H O R I S E DVeritas: Interim - a dividend for the year ended 30 June 2014, amounting to $1,471,288, was paid on 28 March 2014. Final - the Directors propose a final dividend for the year ended 30 June 2014 of $1,576,105 (4.22 cents per share), payable on 26 September 2014 (2013: $nil).

Group - 2013: the Mad Butcher Business paid dividends amounting to $2,642,915 during the year ended 30 June 2013. These dividends represent the distribution of all pre-acquisition profits earned by MBH to the Owner of the Business prior to the transaction. In connection with the transaction, a distribution of $19.94m was made on 8 May 2013.

1 8 . R E L A T E D P A R T Y T R A N S A C T I O N SAs explained in Note 1, Veritas acquired the Business from Mad Butcher Holdings Limited on 8 May 2013. As at 30 June 2014, the Business owed $254,742 to MBH, which is owned by a Director (2013: $254,742).

Collins Asset Management Limited, a shareholder in Veritas, provides accounting and office services to the Company. Cook Executive Recruitment Limited, a company associated with Mr Timothy Cook (a Director of Veritas and Collins Asset Management), arranges recruitment advertising for the Group. Veritas paid $6,839 to Collins Asset Management and $8,080 to Cook Executive Recruitment for those services in the reported year.

Mr Timothy Cook, a Director of Veritas and Collins Asset Management, held 600,000 shares in the Company as at 30 June 2014 (30 June 2013: 486,006 shares).

Mr Mark Darrow, a Director of Veritas, received $20,000 from the Company in the reported year in respect of advisory services rendered in the acquisition of Midas Foods and Kiwi Choice.



1 9 . F I N A N C I A L I N S T R U M E N T S19.1 Capital management

The Group manages its capital to ensure that entities in the Group are able to continue as a going concern while maximising the return to shareholders, and to optimise the debt and equity balances to reduce the cost of capital.

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

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity (comprising issued capital, reserves and retained earnings) of the Group.

19.2 Financial risk management The Group engages business in New Zealand and in the normal course of business is exposed to a variety of financial risk which includes:

Market risk, Credit risk, and Liquidity risk.

The Group’s risk management and treasury policy recognises the unpredictability of consumer and financial markets and seeks to minimise the potential adverse effects of market movements. The management of these risks is performed in accordance with the risk management and treasury policy approved by the Board of Directors. This policy covers specific areas such as interest rate risk, credit risk and liquidity risk.

The Group and Veritas hold the following financial instruments:


2014 2013 2014 2013 note $ $ $ $

Financial assets

Cash and cash equivalents 3,995,014 2,837,319 2,567,277 1,984,796

Restricted Cash 2.11 75,000 75,000 75,000 75,000

Borrowings (temporary o/d positions) - (12) - (12)

Cash and cash equivalents 4,070,014 2,912,307 2,642,277 2,059,784

Trade and other receivables (excluding prepayments) 1,586,950 1,062,991 3,594 -

5,656,964 3,975,298 2,645,871 2,059,784

Financial liabilities

Committed interest-bearing facility (all non-current) 2,800,000 - 2,800,000 -

Trade and other payables (excluding accruals and employee entitlements) 1,076,673 1,068,422 142,923 35,238

3,876,673 1,068,422 2,942,923 35,238


Market risk Interest rate riskThe Group’s primary interest rate risk arises from bank borrowings. Borrowings issued at variable rates expose the Business to cash flow interest rate risk. The Group’s risk management and treasury policy allows the potential use of derivative financial instruments to manage interest rate risk. However, for the year ended 30 June 2014 the Group did not enter into any derivative financial instruments.

At 30 June 2014 Veritas and the Group had $2,800,000 drawn on a facility provided by ANZ on 19 December 2013 for the purpose of acquiring Midas Food and Kiwi Choice (2013: $nil).

If interest rates had moved by +/- 1%, with all other variables held constant, Group profit before income tax for the year ended 30 June 2014 would have decreased / increased by $14,000 (2013: $8,800).

Credit riskExposure to credit risk arises from the potential default of the counterparty, with the maximum exposure equal to the carrying amount of the financial assets. The Group’s credit risk arises from the Group’s financial assets, which include cash and cash equivalents and trade and other receivables.

For banks and financial institutions, only independently rated parties with a minimum long term rating of A are accepted. The Group has a concentration of credit risk with its cash and cash equivalents, which are held with two banks. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised above. The Business does not hold any collateral as security.

For franchise stores the Business conducts an ongoing weekly and monthly review process to monitor cash flows and performance. Prior to establishing new franchise stores, the Business assesses the credit quality of potential new franchise owners taking into account their financial position, past experience and other factors. Due to the short term nature of receivables, their carrying value is assumed to approximate fair value.

The Group’s risk management and treasury policy also sets the maximum counterparty credit exposure to any individual bank or financial institution.

Liquidity riskLiquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet its obligation to repay its financial liabilities as and when they fall due.

The Group maintains sufficient cash and the availability of funding through undrawn facilities as part of its management of liquidity risk.The Group had access to the following borrowing facilities at the reporting date:-


2014 2013 2014 2013 $ $ $ $

Term Facility (of which $2,800,000 drawn) 3,000,000 - 3,000,000 -

Flexible credit facility (2014 & 2013 - undrawn) 1,000,000 1,000,000 1,000,000 1,000,000

4,000,000 1,000,000 4,000,000 1,000,000

The term facility is available for a period of 3 years from first drawdown on 19 December 2013.The flexible credit facility may be drawn at any time and may be terminated by the bank without notice.



1 9 . F I N A N C I A L I N S T R U M E N T S ( C O N T I N U E D )There are a number of external bank covenants in place relating to debt facilities. The principal covenant relating to capital management is the earnings before interest, depreciation and amortisation, and taxation (EBITDA) interest cover ratio. There have been no breaches of this covenant or events of review for the current or prior period.

The following table details the Group’s remaining contractual maturity of its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are at floating rates, the undiscounted cash flow are derived from the interest rate at 30 June.

0 - 3 MTHS 3 - 12 MTHS 1 - 2 YRS 2 - 5 YRS

$ $ $ $

At 30 June 2014Interest bearing liabilities 38,990 116,970 155,960 2,955,960

Trade and other payables 1,076,673 - - -

1,115,663 116,970 155,960 2,955,960

At 30 June 2013

Interest bearing liabilities - - - -

Trade and other payables 1,068,422 - - -

1,068,422 - - -

Fair valuesThe carrying value of cash and cash equivalents, trade and other receivables, trade and other payables, and borrowings is equivalent to the fair value of these assets and liabilities.

2 0 . C O M M I T M E N T S20.1 Lease commitments

Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:


2014 2013 2014 2013 $ $ $ $

Within one year 85,146 87,181 - -

Later than one year but not later than five years 39,749 124,895 - -

Later than five years - - - -

124,895 212,076 - -


20.2 Capital commitmentsThe Company and the Group has no capital commitments as at 30 June 2014 (2013: $nil).

2 1 . C O N T I N G E N T L I A B I L I T I E SThe Company and the Group has no contingent liabilities as at 30 June 2014 (2013: $nil).

2 2 . R E C O N C I L I A T I O N O F P R O F I T T O C A S H F L O W F R O M O P E R A T I O N S G R O U P V E R I T A S

2014 2013 2014 2013 $ $ $ $

Profit / (Loss) for the year - continuing operations 4,489,431 (847,341) 2,037,097 (1,182,271)

Adjusted for:

Depreciation and amortisation 68,530 102,238 - -

Share of net profit of joint venture (250,554) - - -

Non-trading transaction impact - 4,800,506 - -

Other 25,208 (12,482) - -

Changes in assets and liabilities:

(Increase) / decrease in receivables (640,227) (138,040) (3,594) -

(Increase) / decrease in prepayments (242,889) 9,995 (101,657) -

(Increase) / decrease in amounts due from related parties - 25,359 (61,613) -

(Decrease) / increase in trade payables (22,376) (628,757) 93,659 223,071

(Decrease) / increase in employee entitlements 46,992 (6,212) - -

(Decrease) / increase in GST 197,620 (1,350) 120,643 (105,298)

(Decrease) / increase in related party payables - - 81,026 20,658

(Decrease) / increase in income tax payable (243,645) (187,520) - 2,469

Expected cash flow from operating activities 3,428,090 3,116,396 2,165,561 (1,041,371)

2 3 . E V E N T S A F T E R T H E R E P O R T I N G P E R I O DVeritas and the Group have no events to report after the reporting period ended 30 June 2014.



2 4 . C O M P A R I S O N A G A I N S T P R O S P E C T U S F O R E C A S T 24.1 Statement of Comprehensive Income v. Prospectus Forecast

12 months to 30 June 2014 A C T U A L F O R E C A S T

2014 2014 $000s $000s

Revenue 29,972 35,849

Operating Expenses

Carcass purchases 19,277 24,516

Advertising & marketing costs 2,867 3,077

Gross Margin* 7,828 8,256

Employee benefits expense 943 769

Other expenses 1,168 1,289

(24,255) (29,651)

Management Fees and Other Operating Income 162 -

EBITDA - Share of joint venture 414 -

EBITDA - Earnings before interest, tax, depreciation, amortisation 6,293 6,198

Depreciation & amortisation expense - including share of joint venture 100 47

Finance costs / (income) - net - including share of joint venture (5) -

(95) (47)

Profit before income tax 6,198 6,151

Income tax expense - including share of joint venture (1,709) (1,907)

Profit for the period - continuing operations 4,489 4,244

Net loss from operations held for sale (136) -

Total comprehensive income for the period 4,353 4,244

The forecast numbers for the year ended 30 June 2014 formed part of the investment statement and prospectus dated 28 March 2013.*Gross Margin - as defined in Note 14 of the investment statement and prospectus dated 28 March 2013, gross margin is calculated as revenue less whole carcass purchases and advertising costs.

EBITDA from Forecast has been metMad Butcher - Carcass Revenue is down due to protein shortages in red meat and a change in customer spending habits, rebate income from other protein sales was up to partially offsetting the gross margin impact. Gross margin was down on forecast due to lower store sales in the summer trading periods, as well as a delay in the opening of the fourth store as forecast.

Associate Kiwi Pacific Foods contributed EBITDA of $ 561k - $414k from Veritas’ share in KPF’s profits for the period, and the balance from income earned from managing the KPF operations.


Depreciation and amortisation has increased, resulting from the inclusion of the Group’s share of KPF’s depreciation and amortisation charge.

Income tax expense represents 28% of Profit before Tax taking in to account all taxable activities within the Group, rather than only the tax relating to Mad Butcher Limited as was reflected in the forecast.

Net loss from operations held for sale relates to our Invercargill store which is currently held for sale. Please refer to note 6 for further details.

Forecast total comprehensive income for the period has been met.

24.2 Statement of Financial Position v. Prospectus Forecast as at 30 June 2014

A C T U A L F O R E C A S T

2014 2014 $000s $000s

ASSETS

Cash and cash equivalents 4,070 2,778

Trade and other receivables 2,150 761

Other current assets - 51

Assets from operation held for sale 416 -

Total current assets 6,636 3,590

Property plant and equipment, and intangibles 173 169

Investment in joint venture 3,762 -

TOTAL ASSETS 10,571 3,759

LIABILITIES

Trade and other payables 1,669 834

Other current liabilities 22 -

Liabilities from operation held for sale 128 -

Total current liabilities 1,819 834

Borrowings 2,800 -

TOTAL LIABILITIES 4,619 834

Net Assets 5,952 2,925

EQUITY

Share capital 27,555 22,798

Retained earnings (21,603) (19,873)

TOTAL EQUITY 5,952 2,925

The forecast numbers for the year ended 30 June 2014 formed part of the investment statement and prospectus dated 28 March 2013.



2 4 . C O M P A R I S O N A G A I N S T P R O S P E C T U S F O R E C A S T ( c o n t i n u e d )Cash and cash equivalents are above forecast because the share offer raised $25 million rather than the $22 million assumed in the forecast offset by lower than forecast operating cashflows for the year and increased cash required to fund new franchise set up.

Investment in joint venture represents the 50% investment in Kiwi Pacific Foods Limited which did not form part of the Prospectus Forecast as well as the Group’s share of net profits for the period to 30 June 2014.

Increased trade payables reflect the timing of invoices relating to carcass purchases in June.

Borrowings of $2.8m relate to the purchase of Kiwi Pacific Foods Limited via Midas Foods Limited and was not included in the Prospectus Forecast.

Assets and liabilities from operations held for sale relate to the Invercargill store. Please refer to note 4.3 for further details.

24.3 Statement of Changes in Equity v. Prospectus Forecast 12 months to 30 June 2014


2014 2014 $000s $000s

Total Equity as at 1 July 2013 2,470 12

Total Comprehensive Income 4,353 4,244

Issue of Ordinary Shares Shares issued 600 -

Distribution Dividends paid (1,471) (1,331)

Total Equity as at 30 June 2014 5,952 2,925


Opening equity is higher because the May 2013 share offer raised $25 million rather than the $22 million assumed in the forecast, less 2013 profit/equity movements explained in last year’s financial statements.

With comprehensive income more than meeting forecast, the interim dividend was set at 70% of expected earnings (the top of the dividend pay-out range set in the investment statement and prospectus), which is reflected in the increase in dividends paid.

The increase in shares issued relates to the $600,000 of shares issues as part consideration for the purchase of Midas Foods / Kiwi Choice in December 2013.


24.4 Statement of Cash Flows v. Prospectus Forecast 12 months to 30 June 2014


2014 2014 $000s $000s

Cash received from customers 29,197 35,765

Cash paid to suppliers and employees (23,818) (29,526)

Interest (paid) / received 21 -

Tax (paid) / refunded (1,856) (1,907)

Discontinued operations - operating cashflows (116) -

Net cash generated from operating activities 3,428 4,332

Purchase of property plant and equipment (PPE) (21) -

Discontinued operations - investing cashflows (361) -

Purchase of investment (2,912) -

Net cash used in investing activities (3,294) -

Payment of dividend (1,471) (1,331)

Bank borrowings 2,800 -

Franchisee advances (305) -

Net cash generated by / (used in) financing activities 1,024 (1,331)

Net increase in cash and equivalents 1,158 3,001

Cash and cash equivalents at beginning of year 2,912 (223)

Cash and cash equivalents at end of year 4,070 2,778


The opening cash position is higher because the May 2013 share offer raised $25 million rather than the $22 million assumed in the forecast.

Net cash flows from operating activities are $0.9m below forecast because of lower gross margin * contribution, this was due to lower store sales in the summer trading periods, as well as a delay in the opening of the fourth store as forecast.

Net cash used in investing activities is $3.8m vs a forecast of nil, predominantly due to the purchase of Kiwi Pacific Foods.

Net cash from financing activities generated $1.6m from bank funding for the purchase of Kiwi Pacific Foods vs forecast which did not include this investment purchase.

Overall, net cash is $1.3m ahead of forecast.

*Gross Margin - see note in 24.2.


Independent Auditor’s Report

Independent auditor’s report To the shareholders of Veritas Investments Limited

Report on the financial statements

We have audited the accompanying financial statements of Veritas Investments Limited (''the company'') and the group, comprising the company and its subsidiaries on pages 12 to 47. The financial statements comprise the statement of financial position as at 30 June 2014, thestatements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, for both the company and the group.

Directors' responsibility for the financial statements

The directors are responsible for the preparation of company and group financial statements in accordance with generally accepted accounting practice in New Zealand that give a true and fair view of the matters to which they relate, and for such internal control as the directorsdetermine is necessary to enable the preparation of company and group financial statements that are free from material misstatement whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these company and group financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (New Zealand). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the company and group financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the company and group financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company and group’s preparation of the financial statements that give a true and fair view of the matters to which they relate 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 company and group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates, as well as evaluating the presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Our firm has also provided other services to the company and group in relation to taxation. Partners and employees of our firm may also deal with the company and group on normal terms within the ordinary course of trading activities of the business of the company and group. These matters have not impaired our independence as auditor of the company and group. The firm has no other relationship with, or interest in, the company and group.


Opinion

In our opinion the financial statements on pages 12 to 47:

• comply with generally accepted accounting practice in New Zealand;

• give a true and fair view of the financial position of the company and the group as at 30June 2014 and of its financial performance and cash flows of the company and the group for the year then ended.

Report on other legal and regulatory requirements

In accordance with the requirements of sections 16(1)(d) and 16(1)(e) of the Financial Reporting Act 1993, we report that:

• we have obtained all the information and explanations that we have required; and

• in our opinion, proper accounting records have been kept by Veritas Investments Limitedas far as appears from our examination of those records.

25 August 2014 Auckland


Shareholder and Statutory Information

Q U O T A T I O N O F S H A R E SThe Company’s shares are listed and quoted on the main board of the equity security market operated by NZX Limited under the ticker code “VIL”.

S I Z E O F S H A R E H O L D I N G A S A T 1 S E P T E M B E R 2 0 1 4

Number of Number of % of total Ordinary Size of Shareholding Shareholders Ordinary Shares Shares on Issue1 – 1,000 214 81,528 0.221,001 – 5,000 198 604,054 1.625,001 – 10,000 90 696,219 1.8610,001 – 50,000 57 1,249,652 3.3550,001 – 100,000 12 848,282 2.27100,001 plus 23 33,862,597 90.68Total 594 37,342,332 100.00

S U B S T A N T I A L S E C U R I T Y H O L D E R S Pursuant to section 26 of the Securities Markets Act 1988, the following shareholders have filed notices with the Company that they are Substantial Security Holders in the Company as at 1 September 2014 (there being a total of 37,342,332 shares on issue at that date).

Number of Shareholder Ordinary Shares %MBH Limited 15,384,615 41.20New Zealand Central Securities Depository Limited* 6,647,379 17.80Collins Asset Management Limited 6,157,184 16.49Salt Funds Management Limited 2,474,078 6.63Westpac Banking Corporation and BT Funds Management (NZ) Limited 2,460,878 6.59

D I R E C T O R S ’ S E C U R I T Y H O L D I N G S A S A T 3 0 J U N E 2 0 1 4

Beneficial Non-beneficial Shareholding Shareholding Number of Number of Name Ordinary Shares Ordinary SharesMark Darrow 208,431 -Tim Cook** 600,000 6,157,184Michael Morton*** 15,384,615 -Stefan Preston - -Shane McKillen - -Sharon Hunter - -

*New Zealand Central Securities Depository Limited provides a depository system which allows electronic trading of securities for its members. **Non-Beneficial Shareholding relates to holding by Collins Asset Management Limited. Tim Cook is the Managing Director of Collins Asset Management Limited.***Holding is through MBH Limited (previously Mad Butcher Holdings Limited), a company owned by interests associated with Michael Morton.


T O P 2 0 S H A R E H O L D E R SThe following table shows the names and holdings of the top 20 shareholders of the Company as at 1 September 2014.

In NZCSD Shares Shareholder Sub-Reg held % of total1 MBH Limited No 15,384,615 41.202 Collins Asset Management Limited No 6,157,184 16.493 Accident Compensation Corporation Yes 1,817,159 4.874 Ambrosia Trustees Limited No 1,538,462 4.125 Guardian Nominees Ltd A/C Westpac NZ Shares 2002 Wholesale Trust Yes 1,378,527 3.696 BTNZ Unit Trust Nominees Ltd Yes 1,289,817 3.457 New Zealand Permanent Trustees Limited Yes 965,725 2.598 Cogent Nominees Limited Yes 885,775 2.379 Timothy John Cook No 619,000 1.8810 Custodial Services Limited No 511,487 1.3711 Simon Philip Wallace & Sievwrights Trustee Services (No 4) Limited No 426,123 1.1412 Richard George Anthony Kroon No 272,629 0.7313 New Zealand Superannuation Fund Nominees Limited Yes 249,340 0.6714 Custodial Services Limited No 219,148 0.5915 Timothy James Mahoney & Jeanette Marie Mcauslin & Patricia Mary Carter No 217,392 0.5816 John Charles Wilkinson & Howard Roger Hill & Henrietta Wilkinson No 217,391 0.5817 Mark Charles Darrow No 208,431 0.5618 Lapauge Limited No 181,901 0.4919 Andrew William Harmos & Gregory Bernard Horton No 160,770 0.4320 Custodial Services Limited No 159,300 0.43TOTALS 32,841,176 87.96


D I R E C T O R S R E M U N E R A T I O N A N D O T H E R B E N E F I T SThe table below sets out the total remuneration received by each Director from the Group for the year ended 30 June 2014. Directors Chairman Committee Name Fees Fees Chair Fees SalaryMark Darrow $ 70,000 $ 10,000 Tim Cook $ 40,000 $ 10,000 Phil Newland (resigned Oct 2013) $ 13,333 Stefan Preston $ 40,000 $ 10,000 Michael Morton $180,000*Shane McKillen $ 40,000 Sharon Hunter (apptd Feb 2014) $ 16,667

* Salary from the Mad Butcher Business

I N D E M N I T Y A N D I N S U R A N C EVeritas Investments Limited has insured and indemnified all of its Directors and Officers against liabilities and costs referred to in sections 162(3), 162(4) and 162(5) of the Companies Act 1993. The insurance and indemnities do not cover liabilities arising from criminal activities.

E M P L O Y E E S R E M U N E R A T I O NFor the year ended 30 June 2014, the number of employees, not being a Director or a member of the Group, who received remuneration and the value of other benefits exceeding NZ$100,000 was as follows:

Remuneration Range ($NZ) Number of Employees$150,000 - $159,999 1$160,000 - $169,999 1$180,000 - $189,999 1

A U D I T F E E SThe amount paid to KPMG, as auditor of the Group, is as set out in the notes to the financial statements.

SHAREHOLDER AND STATUTORY INFORMATION CONTINUED


D O N A T I O N SNo donations have been made by the Group for the year ended 30 June 2014.

D I S C L O S U R E O F I N T E R E S T SEntries in the Interests Register made during the year and disclosed pursuant to sections 211(e), 140(1) and 148(2)(b) of the Companies Act 1993 are as follows:

Share Dealings by DirectorsDirectors held interests in the following shares and transactions in respect of the Group in the year ended 30 June 2014.

Director Nature of interest Date Number of shares

Mark Darrow Acquired under general on-market trading 28 August 2013 6,800Acquired under general on-market trading 29 August 2013 1,672Acquired under general on-market trading 23 December 2013 2,000Acquired under general on-market trading 30 December 2013 500Acquired under general on-market trading 16 January 2014 2,500Acquired under general on-market trading 28 February 2014 2,500Acquired under general on-market trading 3 March 2014 931

Tim Cook Acquired under general on-market trading 10 June 2013 30,925Acquired under general on-market trading 25 August 2013 50,000Acquired under general on-market trading 4 September 2013 3,092Acquired under general on-market trading 5 September 2013 10,902Acquired under general on-market trading 30 December 2013 500Acquired under general on-market trading 31 December 2013 34,000Acquired under general on-market trading 6 January 2014 15,500


G E N E R A L D I S C L O S U R E O F I N T E R E S T SGeneral disclosure of interests as at 1 September 2014 given by Directors pursuant to section 140(2) of the Companies Act 1993.

Director Company/Entity OfficeMark Darrow Codar Holdings Limited Director and Shareholder Kiwi Choice Limited Director Kiwi Pacific Foods Limited Chairman Macular Degeneration NZ Board Trustee Mad Butcher Limited Director Maori Bay Honey Limited Director and Shareholder Maori Honey Limited Director and Shareholder MCD Capital Limited Director and Shareholder Midas Foods Limited Director Motor Trade Association Independent Director Motor Trade Offices Limited Director MTA Group Investments Limited Director MTA Member Equity Limited Director Tudor Park Farm Limited Director and Shareholder Tudor Park Trustees Limited Director Vehicle Testing Group Limited Director Vehicle Testing New Zealand Limited Director

Veritas Holdings Limited (now Nosh Group Limited) Chairman/DirectorTim Cook AHG Associated Practices Limited Chairman/Director Brand IT Group Limited Director CAMCO (2014) Limited Director Cardiac Investigation Services Limited Chairman/Director Century Investments and Holdings Limited Chairman/Director Childcare New Zealand Limited Director Churchill Trust Trustee Codar Holdings Limited Director and Shareholder Collins Asset Management Equities Limited Director Collins Asset Management Investments Ltd Director Collins Asset Management Limited Director Collins Asset Management Medical Limited Director Collins Asset Management Technology Ltd Director Collins Equity Investors Limited Director Collins Investment Holdings Limited Director Cook Executive Contracting Limited Director Cook Executive Recruitment Limited Director Cottisloe Holdings Limited Director CT Angiography Limited Chairman/Director Dalkeith Trust Trustee



Director Company/Entity OfficeTim Cook continued Dunharrow Holdings Limited Director Freo Developments Limited Director Healthcare Limited Director Kiwi Pacific Foods Limited Alternate Director Mad Butcher Limited Director Maori Honey Limited Director Maori Bay Honey Limited Director Mintshot Limited Director MyWave Holdings Limited Director MyWave Limited Director Northcross Holdings Limited Director Rolls Royce Motor Cars Auckland Chairman Safer Sleep Holdings NZ Limited Chairman/Director Safer Sleep Limited Chairman/Director Shakespeare Trust Trustee Team McMillian Limited Chairman/Director Team MINI Limited Chairman/Director The Beverley Trust Trustee The Heart Institute Limited Chairman/Director Ultravision Cardiac Imaging Limited Chairman/Director Village Managers Limited Chairman/Director Village Trust TrusteeStefan Preston 3M6 Property Limited Director and Shareholder Atherton Trust Trustee Bachcare Limited Director and Shareholder Bachcare Experiences Limited Director and Shareholder Buffett Trust Trustee Essenze of Design New Zealand Limited Director and Shareholder Flooring Brands Limited Director Ingenio Limited Director and Shareholder Ingenio Services Limited Director and Shareholder Mad Butcher Limited Director Magic Memories Group Holdings Limited Director New Zealand Comfort Group Limited Director Rose and Thorne Design Limited Director and Shareholder Sleepyhead Group Limited Director Wonderest Limited Director


G E N E R A L D I S C L O S U R E O F I N T E R E S T S ( c o n t i n u e d )

Director Company/Entity OfficeMichael Morton Funky Chicken Holdings Limited Director Hampsta NZ Limited Director Kiwi Choice Limited Director Kiwi Pacific Foods Limited Director Mad Butcher Limited Director MB Bacon Company Limited Director MB Invercargill Limited Director MB Upper Hutt Limited Director and Shareholder MB Wanganui Limited Director and Shareholder MBH Limited Director Midas Foods Limited Director MJM Bloodstock Limited Director MJM Trustees (No. 1) Limited Director and Shareholder Triple X Motorsport Limited Director WDMMGM Limited Director and Shareholder Waipak Limited Director and Shareholder West Ham Enterprises Limited Director Wilmat Holdings Limited Director Yogg Limited Director and Shareholder Yogg Mission Bay Limited Director and Shareholder Yogg Pakuranga Limited Director and Shareholder Veritas Holdings Limited (now Nosh Group Limited) DirectorShane McKillen Better Living Cellular Limited Director Collinsville Limited Director Collinsville Securities Limited Director First Light Wines Limited Director Hydr8 Limited Director Kemure Limited Director Lemon Z Limited Director Mad Butcher Limited Director Matthew Halliday Racing Limited Director Rascasse Limited Director Sejuice Wine Limited Director Triple X Motorsport Limited Director VnC Cocktails Limited Director VnC Limited Director and Shareholder VnC Manufacturing Limited Director Waipak Limited Director and Shareholder



Director Company/Entity OfficeSharon Hunter Cranleigh Strategic Limited Director Foundry Director Hunter Powell Trustee Limited Director and Shareholder Hunter Powell Investments Limited Director and Shareholder Hunter Powell Ventures Limited Director and Shareholder Mad Butcher Limited Director Skin Institute Group Director Spicers Portfolio Management Limited Director


Corporate Directory

Independent Directors Mark Darrow (Chairman) Sharon Hunter Stefan Preston

Non Independent Directors Tim Cook Michael Morton Shane McKillen

Chief Financial Officer Adrienne Roberts

Registered Office c/o Collins Asset Management Limited Level 3 4 Viaduct Harbour Ave PO Box 5408, Auckland 1141

Share Registrar Link Market Services Limited Level 7, Zurich House 21 Queen Street PO Box 91976, Auckland 1142

Auditors KPMG Chartered Accountants 18 Viaduct Harbour Ave PO Box 1584, Shortland Street 1140

Solicitors Harmos Horton Lusk Level 37, Vero Centre 48 Shortland Street PO Box 28, Auckland 1040

Jackson Russell Level 13, AIG Building 41 Shortland Street PO Box 3451, Auckland 1040


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for the year ended 2014 - veritas · pdf filerepresents an increase of 11% on the forecast...

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