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Allied Brands Limited and its Controlled Entities ABN 20 108 958 274 1 | Page Appendix 4D results for the Half Year Ended 31 st December 2009 For Immediate Release To The Market 28 TH February 2010 Allied Brands Limited Lvl 3, Suite 303, 89 91 Surf Parade, Broadbeach, QLD 4218 Ph 07 5501 8888 Fx 07 5501 8899 ACN 108 958 274 For Further Information please contact Shane Radbone, Chief Executive Officer, Mobile 0400 500 948

Appendix 4D results for the Half Year Ended 31st December 2009 · Appendix 4D results for the Half Year Ended 31st December ... There has been a much improved performance from Baskin

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Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Appendix 4D results for the Half Year Ended 31st December 2009

For Immediate Release To The Market

28TH

February 2010

Allied Brands Limited

Lvl 3, Suite 303, 89 – 91 Surf Parade,

Broadbeach, QLD 4218

Ph 07 5501 8888

Fx 07 5501 8899

ACN 108 958 274

For Further Information please contact Shane Radbone, Chief Executive Officer, Mobile 0400 500 948

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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APPENDIX 4D

Entity: Allied Brands Limited

ABN: 20 108 958 274

Reporting Period: 31st December 2009

Corresponding Reporting Period 31st December 2008

RESULTS FOR ANNOUNCEMENT TO THE MARKET

6 Months ended 31/12/2009

6 Months ended 31/12/2008

Up / down Movement $ Movement %

Revenue from ordinary activities

31,338,761 27,370,607 up 3,968,154

14.5%

Profit (loss) from ordinary activities after income tax attributable to members

1,890,010 1,642,509 up 247,501

18.8%

Net profit (loss) for the period attributable to members

1,890,010 1,642,509 up 247,501

18.8%

Current Period Previous corresponding period

Basic earnings per security $0.0110 $0.016

Diluted earnings per security $0.0110 $0.014

Not tangible assets per security

$0.0625 -$0.044

Refer to Note 4 of the accompanying half year report for Dividend Information.

This Appendix 4D should be read in conjunction with the attached half year report and the

most recent annual report.

.................................

Director

DATE: 28 February 2010

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Allied Brands Half Year Report

Allied Brands Limited and its Controlled Entities

For the Half Year Ended 31 December 2009

INDEX

Directors Report 4

Auditors Independence Declaration 6

Statement of Comprehensive Income 7

Statement of Financial Position 8

Statement of Changes of Equity 9

Statement of Cash Flows 10

Notes to the Financial Statements 11

Directors Declaration 18

Independent Review Report to the Members 19

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Directors Report

The Directors present their report in conjunction with the consolidated Financial Report of Allied Brands Limited and its controlled entities for the half year ended 31 December 2009 and the review report thereon. Directors The Directors of the Company at any time during or since the end of the half year are: Non- Executive

Lachlan McIntosh (Chairman) - Appointed 20 July 2006

Jury Wowk - Appointed 5 February 2010

Executive

Peter Graham - Appointed 5 May 2004

Peter Elligett - Appointed 20 March 2007

Anthony Underwood – Resigned 31 July 2009, Appointed 31 August 2007

Financial Performance Comparative for First Half

31 December 2009 31st December 2008 Change %

Revenue 31.4 27.4 14.6%

EBITDA 4.9 4.3 14.0%

NPBT 3.0 2.6 15.4%

NPAT 1.9 1.6 18.8%

Review of Operations

The Company is pleased to report an increase of 15.4 % Net Profit Before Tax for the period to the 31 December 2009.

This result overall for the group has been pleasing but there are areas of each of the subsidiary brands that we will continue to address.

The Board has decided to give further clarity that it will now report each operation’s results in its segment reporting commencing this half year, as we believe it gives a valuable insight in to the overall numbers for the group, and greater transparency to our investors.

There has been a much improved performance from Baskin Robbins, due in part to a improved exchange rate (which is now hedged), but also fuelled by increases in store on store growth of +12%.

The Cookie Man business like many other retail businesses has struggled over the first half year, and a review of operations incorporating product offering and development, marketing and store location is being undertaken. The gift business (20% of the product mix) reported a growth in gift sales of 10% over the key Christmas period.

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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The Villa and Hut business has grown significantly since its purchase in May 2009 through both increased franchising activity and through the acquisition of stores from Steinhoff ( Bay Swiss and Freedom Home) and the Coffee Bean and Tea Leaf Chain. Overall performance has been sound although costs associated with introducing the new stores to the Villa and Hut brand have been higher than expected. The roll out of the Villa and Hut coffee blend from the manufacturing facility was delayed in the roll out to the stores and will have a positive impact in the back half or the financial year.

Kenny’s Cardiology has seen improvement in performance with the company owned stores in Australia and New Zealand both showing improved sales, and the underlying business improving against the trend of similar retailers in the first half. The investment in the customer service program is proving fruitful.

Awesome Water by comparison has had a disappointing half, the advent of the third party financier, has harmed margins further than first thought, and this combined with an increase in bad and doubtful debts as the economy has worsened has led to a first half loss.

Awesome Entertainment has seen increased price competition as the dollar climbed and plasma television prices plummeted. This saw its market share erode ,this combined with third party financing costs led to a very small first half loss.

Outlook

The company is firmly of the view that it will see further improvement in its results in the second half.

It expects that opportunities that it has been working on in its Franchise Services area will come to fruition, and expects that several of the stores that were converted to Villa and Hut will be franchised in the coming half. There are a number of stores that are due for unconditional settlement by the end of Quarter 3 of this financial year.

Several initiatives are underway in all Brands to focus on improving Brand profitability, increase market size and penetration. These initiatives include introduction of Brand extensions and the resurrection of Brand names which we hold and have been dormant. (Granny May’s)

The company will continue to work on strengthening its systems and back office to enable it to operate more efficiently and effectively.

The company also expects that its investment in its area development concept will start to have positive impact on its profitability in the coming six months.

Dividend

The Directors have not declared an Interim Dividend. A full year Dividend of 0.5 cents per share was paid on the 29

th January 2010.

The company is reviewing its Dividend policy after feedback from Shareholders.

Auditors Declaration

The lead Auditors independence declaration under Section 307C of the Corporations Act 2001 is attached to the Directors’ Report for the half year 31 December 2009.

Dated at Brisbane on the 28th February 2010

Signed in accordance with a resolution of the Directors. Lachlan McIntosh - Director

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Auditor’s Independence Declaration

to the Directors of Allied Brands Limited

In relation to the half-year independent auditor’s review for the six months to 31 December

2009, to the best of my knowledge and belief there have been:

(i) no contraventions of the auditor independence requirements of the Corporations Act 2001

in relation to the review; and (ii) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Allied Brands Limited and the entities it controlled during this

period.

HACKETTS DFK Shaun Lindemann

Brisbane Partner

28 February 2010

Liability Limited by a scheme approved under Professional Standards Legislation

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Consolidated Statement of Comprehensive Income

For the half year ended 31/12/2009

Note 31 Dec 2009 $ 31 Dec 2008 $

Revenue 31,338,761 27,370,607

Other income 3 - 394,352

Raw materials and consumables purchased (9,375,263) (12,591,566)

Changes in inventories of finished goods 2,920,736 1,217,773

Administration expenses (5,973,542) (1,881,716)

Employee expenses (5,189,044) (3,655,246)

Bad and doubtful debts (1,083,383) (244,860)

Occupancy (4,160,516) (3,747,410)

Depreciation & amortisation (440,932) (647,101)

Store development costs (1,540,818) (2,604,897)

Other operating expenses (2,046,592) (20,411)

Operating profit before financing costs 4,449,407 3,589,525

Financial income 155,605 41,572

Financial expenses (1,603,863) (1,070,210)

Net financing income (expenses) (1,448,258) (1,028,638)

Profit before tax 3,001,149 2,560,887

Income tax expenses (1,111,139) (918,378)

Profit for the period 1,890,010 1,642,509

Other comprehensive income - - Total comprehensive income attributable to:

Members of the parent entity 1,890,010 1,642,509

Basic earnings (loss) per share attributable to ordinary equity holders 5 $0.0110 $0.0160

Diluted earnings (loss) per share attributable to ordinary equity holders 5 $0.0110 $0.0160

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Statement Of Financial Position As At 31 December 2009

31 Dec 2009 $ 30 June 2009 $

Current assets

Cash and cash equivalents 1,809,937 3,366,313

Trade and other receivables 14,687,479 14,662,965

Inventories 7,001,411 4,080,675

Other current assets 2,306,801 544,423

Assets held for sale 2,844,885 3,837,371

Total current assets 28,650,513 26,491,747

Non-current assets

Trade and other receivables 8,751,132 7,526,449

Deferred tax assets 0 0

Intangible assets 30,648,693 29,837,249

Property, plant and equipment 7,191,596 5,601,364

Total non-current assets 46,591,421 42,965,062

Total assets 75,241,934 69,456,809

Current liabilities

Trade and other payables 8,717,861 8,750,429

Interest bearing loans & borrowings 9,176,119 6,400,453

Convertible notes 5,765,000 -

Employee benefits 652,878 629,552

Current tax liabilities 1,674,001 411,645

Unearned income - 27,000

Total current liabilities 25,985,859 16,219,079

Non-current liabilities

Interest bearing loans & borrowings 6,617,860 9,254,473

Convertible notes - 7,615,000

Unearned income - 206,072

Deferred tax liabilities 718,555 845,893

Total non-current liabilities 7,336,415 17,921,438

Total liabilities 33,322,274 34,140,517

NET ASSETS 41,919,660 35,316,292

Equity

Issued capital 35,508,167 30,794,809

Reserves 76,532 76,532

Accumulated profit 6,334,961 4,444,951

TOTAL EQUITY 41,919,660 35,316,292

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Consolidated Statement Of Changes In Equity

For The Half Year Ended 31 December 2009

Share

capital $ Accumulated

profits $ Reserves

$ Total $

Consolidated

Balance at 1 July 2008 18,496,471

2,439,917

76,532

21,012,920

Profit attributable to members of the entity

-

1,642,509

-

1,642,509

Shares issued 356,000

-

-

356,000

Share buy-backs (141,009)

(141,009)

Transaction costs (8,917)

-

-

(8,917)

Balance at 31 December 2008 18,702,545

4,082,426

76,532

22,861,503

Balance at 1 July 2009 30,794,809

4,444,951

76,532

35,316,292

Profit attributable to members of the entity

-

1,890,010

-

1,890,010

Dividends paid or provided -

-

-

-

Shares issued 4,947,053

-

-

4,947,053

Share buy-backs -

-

-

-

Transaction costs (233,695)

-

-

(233,695)

Balance at 31 December 2009 35,508,167

6,334,961

76,532

41,919,661

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Consolidated Statement Of Cash Flows

For The Half Year Ended 31 December 2009

31 Dec 2009 $ 31 Dec 2008 $

Cash flows from operating activities

Cash receipts from customers 30,276,884 22,755,048

Cash paid to suppliers and employees (27,750,605) (22,387,574)

Cash generated from operations 2,526,279 367,474

Interest paid (1,448,257) (1,070,210)

Income taxes paid (411,641) -

Interest received 155,605 41,572

Net cash from operating activities 821,986 (661,164)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment - -

Acquisition of capital work in progress and PP&E (2,031,144) (3,436,414)

Proceeds from contractual settlement - -

Net cash paid on acquisition of subsidiary - - Additional acquisition costs paid for purchase of subsidiaries - (1,062,110)

Loans to related parties/franchisees - (337,263)

Payment of development costs (262,822) (316,990)

Payments for intangible assets (548,892) (4,595)

Proceeds (payment) of other deposits - -

Net cash from investing activities (2,842,858) (5,157,372)

Cash flows from financing activities

Proceeds from the issue of share capital 1,553,991 -

Payment of finance lease liabilities (737,117) -

Proceeds from borrowings 1,013,200 4,832,875

Repayment of borrowings (723,590) (3,266,992)

Proceeds from convertible notes issue - 1,843,750

Repayment of convertible notes / share buyback -

Cost of share buy-back - (149,927)

Payment of acquisition costs - -

Dividends paid - -

Net cash from financing activities 1,106,484 3,259,706

Net increase/(decrease) in cash and cash equivalents (914,388) (2,558,830)

Cash and cash equivalents at 1 July 2009 (net of overdrafts) 2,724,329 4,156,816

Cash and cash equivalents net of overdrafts at 31 December 2009 1,809,941 1,597,986

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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Notes To The Financial Statements

For The Half Year Ended 31 December 2009

1. SIGNIFICANT ACCOUNTING POLICIES

Allied Brands Limited (the "Company") is a company domiciled in Australia. The

consolidated financial report of the Company for the six months ended 31 December

2009 comprise the Company and its subsidiaries (together referred to as the

"consolidated entity"). The consolidated financial report was authorised for issue by the

directors on 28 February 2010.

Basis of Preparation - The half-year consolidated financial statements are a general

purpose financial report prepared in accordance with the requirements of the

Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial

Reporting, Australian Accounting Interpretations and other authoritative

pronouncements of the Australian Accounting Standards Board. Compliance with

Australian Accounting Standards ensures that the financial statements and notes also

comply with International Financial Reporting Standards.

It is recommended that this financial report be read in conjunction with the annual

financial report for the year ended 30 June 2009 and any public announcements

made by Allied Brands Limited and its controlled entities during the half-year in

accordance with continuous disclosure requirements arising under the Corporations

Act 2001.

Reporting Basis and Conventions

The half-year report has been prepared on an accruals basis and is based on

historical costs modified by the revaluation of selected non-current assets, financial

assets and financial liabilities for which the fair value basis of accounting has been

applied.

Where relevant, the accounting policies applied to the comparative period have been

disclosed if they differ from the current period policy. The accounting policies have

been consistently applied throughout the consolidated entity for the purposes of this

consolidated interim financial report. The half-year report does not include full

disclosures of the type normally included in an annual financial report.

The same accounting policies and methods of computation have been followed in this

interim financial report as were applied in the most recent annual financial statements

except for the adoption of the following new and revised Accounting Standards.

Accounting Standards not previously applied

The Group has adopted the following new and revised Australian Accounting Standards issued by the AASB which are mandatory to apply to the current interim period. Disclosures required by these Standards that are deemed material have been included in this financial report on the basis that they represent a significant change in information from that previously made available. Presentation of Financial Statements

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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AASB 101 prescribes the contents and structure of the financial statements. Changes reflected in this financial report include:

the replacement of income statement with statement of comprehensive income. Items of income and expense not recognised in profit or loss are now disclosed as components of ‘other comprehensive income’. In this regard, such items are no longer reflected as equity movements in the statement of changes in equity;

the adoption of the separate single statement approach to the presentation of the statement of comprehensive income; and

other financial statements are renamed in accordance with the Standard.

Operating Segments

From 1 July 2009, operating segments are identified and segment information disclosed on the basis of internal reports that are regularly provided to, or reviewed by, the Group’s chief operating decision maker which, for the Group, is the Board of Directors. In this regard, such information is provided using different measures to those used in preparing the statement of comprehensive income and statement of financial position. Reconciliations of such management information to the statutory information contained in the interim financial report have been included. As a result of the adoption of the revised AASB 8, certain cash-generating units have been redefined having regard to the requirements in AASB 136: Impairment of Assets. Business Combinations and Consolidation Procedures

Revised AASB 3 is applicable prospectively from 1 July 2009. Changes introduced by this Standard, or as a consequence of amendments to other Standards relating to business combinations which are expected to affect the Group, include the following:

All business combinations, including those involving entities under common control, are accounted for by applying the acquisition method which prohibits the recognition of contingent liabilities of the acquiree at acquisition date that do not meet the definition of a liability. Costs incurred that relate to the business combination are expensed instead of comprising part of the goodwill acquired on consolidation. Changes in the fair value of contingent consideration payable are not regarded as measurement period adjustments and are recognised through profit or loss unless the change relates to circumstances which existed at acquisition date.

Unrecognised deferred tax assets of the acquiree may be subsequently realised within 12 months of acquisition date on the basis of facts and circumstances existing at acquisition date with a consequential reduction in goodwill. All other deferred tax assets subsequently recognised are accounted for through profit or loss.

Where control of a subsidiary is lost, the balance of the remaining investment account shall be remeasured to fair value at the date that control is lost.

Revenue Recognition

Dividends received from a subsidiary, joint venture or associate shall be recognised as dividend revenue in the profit or loss irrespective of whether such dividends may have been paid out of pre-acquisition profits. Previously, such dividends were treated as a return of capital invested. Such dividends may be an indicator of impairment where the carrying amount of the investment exceeds the consolidated net assets relating to that investment or where the dividend exceeds the total comprehensive income of the respective investee in the period the dividend is declared.

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2. Segment Reporting

Segment Information Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision maker) in assessing performance and determining the allocation of resources.

The Group is managed primarily on the basis of business segments.

In prior years, segment information reported externally was analysed on the basis of food and

non-food divisions. However, information reported to the Board of Directors for the purpose of

resource allocation and assessment of performance is more specifically focussed on business

segments as recorded in the subsidiaries in the Group.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision

maker with respect to operating segments are determined in accordance with accounting

policies that are consistent to those adopted in the annual financial statements of the Group.

Inter-segment transactions

Inter-segment loans payable and receivable are initially recognised at the consideration

received net of transaction costs. If inter-segment loans receivable and payable are not on

commercial terms, these are not adjusted to fair value based on market interest rates. This

policy represents a departure from that applied to the statutory financial statements.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that

receives the majority of economic value from the asset. In the majority of instances, segment

assets are clearly identifiable on the basis of their nature and physical location.

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the

liability and the operations of the segment. Borrowings and tax liabilities are generally

considered to relate to the Group as a whole and are not allocated. Segment liabilities include

trade and other payables and certain direct borrowings.

Unallocated items

The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

derivatives;

net gains on disposal of available-for-sale investments;

impairment of assets and other non-recurring items of revenue or expense;

income tax expense;

deferred tax assets and liabilities;

current tax liabilities;

other financial liabilities; and

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

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intangible assets.

Comparative information

This is the first reporting period in which AASB 8: Operating Segments has been adopted. Comparative information has been restated to conform to the requirements of the Standard. Types of products and services by segments

Baskin Robbins - the sale of ice-cream to franchisees, receipt of royalties and construction of new stores. This newly defined segment represents in part what was previously disclosed as 'Food'.

Cookie Man - the sale of cookie-related products and dry goods to franchisees, receipt of royalties and construction of new stores and rental income earned on baking ovens. This newly defined segment represents in part what was previously disclosed as 'Food'.

Kenny's Cardiology - the sale dry goods to franchisees, receipt of royalties and construction of new stores and asset rental on fixtures and fittings. This newly defined segment represents in part what was previously disclosed as 'Food' and 'Non Food'.

Awesome Water - the sale of franchised areas for the sale and servicing of water coolers and filters.

Awesome Entertainment - the sale of franchised areas for the sale and servicing of televisions. Villa & Hut - the receipt of royalties and rental income in respect of furniture, fixtures and equipment from franchisees and other parties. This newly defined segment consists of the operations of subsidiaries acquired during the second half of the prior year.

6 Months Ended 31st December 2009

Baskin Cookie Kenny's Awesome Awesome Villa & Total

Robbins Man Cardiology Water Entertainment Hut

Six months ended 31.12.2009

Revenue

Segment revenue 8,050,338 4,110,881 6,761,157 6,181,109 2,199,949 4,035,327 31,338,761

Unallocated revenue

-

Total Group Revenue

31,338,761

Profit

Segment net profit before tax 2,099,657 337,781 1,116,715 (258,038) (3,734) 1,180,297 4,472,678 Unallocated expenditure

(1,471,529)

Profit before tax

3,001,149

Taxation Expense

(1,111,139)

Net profit after Tax

1,890,010

Segment assets 7,760,897 6,240,274 9,448,902 8,018,894 5,686,680 4,430,817 41,586,464

Unallocated assets

33,655,475

Total assets

75,241,939

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6 Months Ended 31st December 2008

Baskin Cookie Kenny's Awesome Awesome Villa & Total

Robbins Man Cardiology Water Entertainment Hut

Six months ended 31.12.2008

Revenue

Segment revenue 6,896,121 4,945,971 6,796,959 5,308,471 3,165,447 - 27,112,969

Unallocated revenue

257,638

Total Group Revenue

- 27,370,607

Segment net profit before tax 287,338 874,181 451,057 543,007 117,141 - 2,272,724

Unallocated profit

288,163

Profit before tax

2,560,887

Taxation Expense

(918,378)

Net profit after Tax

1,642,509

Segment assets 5,407,695 6,099,041 8,161,462 7,188,303 4,623,971 - 31,480,472

Unallocated assets

37,976,332

Total assets

69,456,804

3. PROFIT FROM ORDINARY ACTIVITIES

31 Dec 2009 $ 31 Dec 2008 $

The following revenue and expense items are relevant in explaining the financial performance for the interim period:

Other Income

Assets acquired for no consideration (i) - -

Write back of onerous contract provision - -

Profit from short term currency hedge - 247,378

Other non operating income - 146,974

- 394,352

4. DIVIDENDS

Directors declared a fully-franked dividend of 0.5 cents per share for the year ended

30 June 2009. The record date for the payment was 15 January 2010 with payment

made on 29 January 2010. The total amount of the dividend paid was $965,364

($791,074 paid in cash and $174,290 to participants in the Dividend Reinvestment

Plan).

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5. EARNINGS PER SHARE

31 Dec 2009 $ 31 Dec 2008 $

Profit (loss) attributable to ordinary shareholders 1,890,010 1,642,509

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: 171,922,149 102,583,236

Adjustments for calculation of diluted earnings per share:

Options 19,090,090 17,087,295

Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share: 191,012,240 119,670,531

Profit(loss) adjustments for calculation of diluted earnings per share: 212,660 268,456

Basic earnings per share (cents) 1.10 1.60

Diluted earnings per share (cents) 1.10 1.60

6. TRADE AND OTHER RECEIVABLES

31 Dec 2009 $ 30 Jun 2009 $

Current

Trade receivables 13,525,872 11,183,714

Secured Loans - 1,168,117

Accrued royalty & stores deferred payments - 32,386

Receivables from related parties and franchisees - 45,000

Prepayments 1,161,607 2,209,647

Other receivables and deposits - 24,101

14,687,479 14,662,965

Non-current

Receivables –Non Current 8,751,131 7,526,448

Other receivables and deposits - -

8,751,131 7,526,448

7. ASSETS HELD FOR RESALE

31 Dec 2009 $ 30 Jun 2009 $

Corporate stores held for sale (i) 2,639,088 3,476,776

Ovens - -

Areas held for re-sale 205,797 360,595

2,844,885 3,837,371

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8. CONTINGENT LIABILITIES

The directors are of the opinion that provisions are not required in respect of these matters, as it

is not probable that a future sacrifice of economic benefits will be required or the amount is not

capable of reliable measurement.

Contingent liabilities A contingent liability exists in relation to a supplier agreement entered into by the Company

in early 2008. This contract will expire in 2014. A contingent liability will only be triggered in

the unlikely event that the long-term supplier relationship is terminated in its entirety. Given

the confidentiality of the contract, the inclusion of further information would likely result in

unreasonable prejudice to both the Company and the Supplier.

A contingent liability of $1,019,000 exists due to current bank guarantee facilities in place

secured by the Company.

A contingent liability exists in relation to leases guaranteed by the Company on behalf of the

Villa & Hut group.

A contingent liability exists in relation to certain licenses entered into by the Company. In

the event that certain performance-based criteria are achieved by licensee’s over a 5 and /

or 10 year period, the Company may be required to repurchase qualifying licenses. The

repurchase of these licenses is a key party of the business plan going forward. The amount

of the contingent liability cannot be estimated at this time.

9. SUBSEQUENT EVENTS

On 21 January, the company announced that it had purchased the assets of Coffee

Bean & Tea Leaf for $150,000, to add new stores to its Villa & Hut franchise. The

Company also announced on 14 January that it had reached agreement for funding of

up to $4.9 million with Springtree Financial Group from the United States.

No other matters or circumstances have arisen since 31 December 2009 that have

significantly affected or may significantly affect the operations of the entity, the results of

those operations, or the state of affairs of the entity in subsequent financial years.

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DIRECTORS’ DECLARATION

In the opinion of the Directors of Allied Brands Limited (The Company)

(a) The financial statements and notes set out on pages 7 to 17,are in

accordance with the Corporations Act,2001, including:

1. Giving a true and fair view of the financial position of the

consolidated entity as at 31 December 2009 and of its

performance, for the half year ended on that date ; and

2. Complying with Australian Accounting Standard AASB 134

Interim Financial Reporting; and

(b) There are reasonable grounds to believe the company will be able to

pay its debts as and when they become due and payable

Dated at Brisbane on the 28th February 2010

Director

Signed in accordance with a resolution of the Directors.

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INDEPENDENT AUDITOR’S REVIEW REPORT TO

THE MEMBERS OF ALLIED BRANDS LIMTED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Allied Brands Limited and its

controlled entities (the consolidated entity). The half-year financial report comprises the

statement of financial position sheet as at 31 December 2009, and the statement of comprehensive

income, statement of changes in equity and statement of cash flows for the half-year ended on that

date, together with a statement of accounting policies, other selected explanatory notes and the

directors' declaration.

Directors' Responsibility for the Half-Year Financial Report

The directors of Allied Brands Limited are responsible for the preparation and fair presentation of

the half-year financial report in accordance with Australian Accounting Standards (including the

Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility

includes designing, implementing and maintaining internal control relevant to the preparation and

fair presentation of the half-year financial report that is free from material misstatement, whether

due to fraud or error; selecting and applying appropriate accounting policies; and making

accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review.

We conducted our review in accordance with Auditing Standard on Review Engagements ASRE

2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity,

in order to state whether, on the basis of the procedures described, we have become aware of any

matter that makes us believe that the financial report is not in accordance with the Corporations

Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at

31 December 2009 and its performance for the half-year ended on that date; and complying with

Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations

2001. As the auditor of Allied Brands Limited and its controlled entities, ASRE 2410 requires

that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons

responsible for financial and accounting matters, and applying analytical and other review

procedures. A review is substantially less in scope than an audit conducted in accordance with

Australian Auditing Standards and consequently does not enable us to obtain assurance that we

would become aware of all significant matters that might be identified in an audit. Accordingly,

we do not express an audit opinion.

Independence

Allied Brands Limited and its Controlled Entities ABN 20 108 958 274

20 | P a g e

In conducting our review, we have complied with the independence requirements of the

Corporations Act 2001

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us

believe that the half-year financial report of Allied Brands Limited and its controlled entities is not

in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of Allied Brands Limited and its controlled entities’ financial

position as at 31 December 2009 and of its performance for the half-year ended on that

date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and

Corporations Regulations 2001.

HACKETTS DFK S J Lindemann

Brisbane Partner

Dated: 28 February 2010