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The $8 million sale of a production facility to pay off outstanding excise taxes was not enough to prevent Top Shelf International (ASX: TSI) from falling to the clutches of administration, just 20 months after overcoming an epic funding saga to get its agave spirit Act of Treason off the ground.
The Melbourne-based company - also known for such brands as NED Australian Whisky and Grainshaker Hand Made Australian Vodka - announced this morning that McGrathNicol partners Rob Smith and Matthew Hutton have been appointed joint and several voluntary administrators of the group and its wholly owned subsidiaries.
"Control of the TSI Group now rests with the administrators who intend to continue to trade on a business as usual basis while options for a going concern sale or recapitalisation are explored," McGrathNicol wrote in a statement.
The announcement comes just a week after shareholders voted in favour of a convertible note issuance to support a planned $10 million capital raise, following restructuring plans announced in July that also involved a co-packing arrangement with Idyll Wine Co.
Just two months prior in May, Idyll Wine Co purchased Top Shelf's Campbellfield production facility for $8 million, allowing the group to settle an Australian Taxation Office (ATO) debt of $4.7 million.
Soon after the sale it was announced that CEO Trent Fraser would step down from his role by the end of the year. This follows the departure of three non-executive directors, the CFO and the company secretary since August last year. Among the directors who left the board is Stephen Grove, who owns 15.7 per cent of TSI shares.
Related story: Just don't call it Tequila: Top Shelf launches Aussie agave spirit Act of Treason
In its July restructuring update, the company also noted arrangements were progressing on a strategic sales, distribution and marketing partnership with Amber Bev, targeting a transition to third-party sales by August 2025.
TSI shares have been suspended from trading since September after failing to file audited financial results for FY24, although unaudited figures showed a halving of its EBITDA loss to less than $14 million.
In February the group reported unaudited net cash outflows of $7.4 million for the December half, with its underlying December quarterly EBITDA loss of $2 million reflecting a 22 per cent improvement on the preceding quarter.
Despite this financial strain, as recently as last month Top Shelf's chairman and interim executive Julian Davidson was optimistic about the long-term benefits of the restructuring plan, and pointed to high levels of industry recognition for the products the company sells.
"Alongside the critically important restructuring, the underlying business continues to lay down foundations for a successful transition to a third party sales and marketing partner in Amber Bev," Davidson said.
"This is evidenced in the recent awards received at the Australian International Spirit Awards 2025, where NED Australian Whisky’s premium Grand Reward expression was named Champion Victorian Spirit, our distillers and the Campbellfield site (now outsourced) was named the 2025 Champion Victorian distiller, and Act Of Treason Australian Agave Spirit received Gold Medals for all its expressions – Blanco, Reposado and Extra Aged – making it the most awarded Agave brand globally."
The $10 million capital raise was aimed at funding the next steps of Top Shelf's ongoing business restructure, with a view to relist on the ASX by delivering its FY24 annual report by 30 September.
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