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Skellerup delivers another record result & dividend pay-out

Full Year Results16 August 2023SKLIndustrials

Skellerup Holdings Limited
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market

Name of issuer Skellerup Holdings Limited

Reporting Period Year ended 30 June 2023

Previous Reporting Period Year ended 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$333,537 5%

Total Revenue $333,537 5%

Net profit/(loss) from

continuing operations

$50,941 7%

Total net profit/(loss) $50,941 7%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.14000000

Imputed amount per Quoted

Equity Security

$0.02722222

Record Date 29/09/2023

Dividend Payment Date 13/10/2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.8121 $0.7589

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood


Authority for this announcement

Name of person


authorised

to make this announcement

Graham Leaming

Contact person for this

announcement

Graham Leaming

Contact phone number 021 271 9206

Contact email address graham.leaming@skellerupgroup.com

Date of release through MAP


17/08/2023


Audited financial statements accompany this announcement.

---

Annual Report

Business Review
Highlights FY23 4

Over a century of innovation and efficiency 6

Chair's Review 8

Solving problems with customers

to keep them ahead of the curve 10

CEO's Review 12

Financial Review 20

Skellerup's People 24

Sustainable Growth 28

Board of Directors 34

Corporate Governance 36

Financial Statements

Independent Auditor’s Report 48

Directors’ Responsibility Statement 51

Income Statement 52

Statement of Comprehensive Income 53

Balance Sheet 54

Statement of Changes in Equity 55

Cash Flow Statement 56

Notes to the Financial Statements 57

Shareholder Information

Directors’ Disclosures,

Remuneration and Shareholding 86

Corporate Directory 90

Contents

3
INTRODUCTION

Skellerup is a global leader in the design,

manufacture and distribution of precision

engineered products.

We work closely with customers to define

and solve their problems through a deep

understanding of material properties, tool

design, and manufacturing processes.

As a result, we have developed strong and

enduring relationships with key partners, in

particular original equipment manufacturers

(OEMs) and major distributors.

We have a diverse and highly skilled team

of over 800 people, and manufacturing and

distribution facilities in New Zealand, Australia,

China, Vietnam, UK, Italy and the US.

SKELLERUP ANNUAL REPORT FY23
4

Skellerup Highlights FY23

4

Acquisitions

over last

5 years

New products

to market

last 24 months

470

over

4,000

Customers

over

Countries

73

sold to

Delivering for our customers

Strong financial growth

Earnings

(NPAT )

7%

$

50.9

M

( F Y 2 2 : $ 47. 8 m )

$

333.5

M

(F Y22: $316.8m)

Revenue

growth

5%

Operating

cash flow

25%

$

5 4.1

M

(FY22: $43.3m)

Earnings

(EBIT)

7%

$

71.7

M

(FY22: $66.8m)

Diverse & experienced team

807

(FY22: 869)

People

7%

2 – 10 years

36%

10 – 20 years

27%

Greater than 20 years

9%

Fewer than 2 years

28%

Years’ service for staff Demographic (gender)

(FY22 – f: 50% m: 50%)

Male

50%

Female

50%

HIGHLIGHTS FY23
5

4,391

(FY22: 4,645)

*greenhouse gas

GHG* emissions (Tonnes CO

2

-e)

(Scope 1 and 2)


5%

(favourable)

GHG emissions / revenue

(Scope 1 and 2)


(favourable)

10%

CO

2

-e emissions per

$1 million of revenue

over the past year

Focused on community and environment

Financial return

ratio (RONA)

Unchanged

22.6

%

(FY22: 22.6%)

EPS growth

6%

26.0

cps

(FY22: 24.5 cps)

Dividend per

share growth

7%

22.0

cps

(FY22: 20.5 cps)

FY20

1.3

FY21

0.9

FY22

2.4

FY23

1.9

Total injury rate

21% (favourable)

6
SKELLERUP ANNUAL REPORT FY23

Over a century of innovation and efficiency

Skellerup has been designing, manufacturing, and distributing precision-engineered

products around the world for over a century. Our growth-oriented business started

in Christchurch (NZ) and has grown into a global business with a track record of

innovation, product development and efficiency.

1910

George Skellerup

founded Para

Rubber Company

in Christchurch,

establishing

expertise in polymer

technologies

1983

Skellerup acquires

Ultralon, expanding

its foam and polymer

manufacturing and

products

1948

Businesses united to

establish Skellerup

Industries and listed

on NZ Stock Exchange

2002

Skellerup re-listed

on NZX as Skellmax

Industries Ltd

(now Skellerup

Holdings Ltd)

Rubber footwear

production begins at

Empire Rubber Mills

and Marathon Rubber

Footwear, including

establishing rubber

reclamation plant to

utilise old motor tyres

1939

The Masport vacuum

pump manufacturing

and marketing

operations in the

USA acquired

1991

Production of the

Red Band gumboot

commenced by

Skellerup

1958

P R O D U C T I V I T Y G A I N

S








E

F F E C T I V E , E F F I C I E N T

A N D A D A P T A B L E P R O C E S S I M

P R O V E M

E N T

7
OVER A CENTURY OF INNOVATION AND EFFICIENCY

The essence of an interesting

business is to be competitive.

George Waldemar Skellerup

2019

Skellerup extends

its design and

manufacturing

capability acquiring

Silclear (UK) for

food-grade silicone

products, and Nexus

Foams (NZ) to further

expand its high-

performance foam and

soft material capability

2006 / 2007

Skellerup acquires

Gulf Rubber (NZ

and Australia) and

Tumedei expanding

its engineered rubber

products capability

for critical industrial

and infrastructure

applications

2022

Skellerup takes full

ownership of SimLim

Technic LLC (USA)

expanding its liquid

silicone rubber

capability.

Skellerup completes

relocation of Ultralon &

Nexus (New Zealand)

and DEKS (Australia)

to new facilities

Skellerup acquires

Talbot Technologies

(NZ) expanding

its engineered

plastics design

and manufacturing

capability

2021

Wigram Dairy

Rubberware

Development,

Manufacturing and

Distribution facility

opens (19,000sqm)

2016

Skellerup acquires

Stevens Filterite (NZ),

expanding its range of

essential food-grade

consumable products

for the global dairy

industry and DEKS

(Australia) to expand

its industrial focus to

include roofing and

plumbing products

2004

P R O D U C T I V I T Y G A I N

S








E

F F E C T I V E , E F F I C I E N T

A N D A D A P T A B L E P R O C E S S I M

P R O V E M

E N T

8
SKELLERUP ANNUAL REPORT FY23

I am extremely pleased to report another successful

year for Skellerup with a record-breaking net profit after

tax (NPAT) of over $50 million. The variety of engineered

products we make for a range of critical applications –

capitalising on the broad and deep technical expertise

in our Group – continues to provide a robust and

resilient foundation upon which we grow.

The trading environment in the period reported in this

annual report was a challenging one for all market

participants. In FY23, the commercial environment

was supposed to normalise – to the ‘new normal’.

We must have missed that particular call. Instead:

• Input costs including natural and synthetic rubbers

continued to escalate initially and they have been

slow to abate.

• Freight costs and capacity shortfalls did not ease off

(despite press comment, on occasion, informing us

that they had).

• Wage pressures arose in response to the domestic

inflationary environment.

• Everywhere, the implications of a wide-ranging

overstocking by customers in response to FY22

COVID-19 supply chain uncertainties made demand

‘lumpy’ and hard to predict.

• Important projects with key customers were delayed

(as a result of their response to the above factors).

• Continuing COVID-19 restrictions in geographies

where our key owned and external suppliers are

located put continuum of supply in real jeopardy.

I want to touch on this last factor in slightly more detail.

Our manufacturing facility in Jiangsu province

(northeast of Shanghai) manufactures all our iconic

range of gumboots and specialist rubber footwear

for international markets, as well as vacuum pumps

which have been so successful, especially in the North

American market. Shareholders will be familiar with

the response to the threat of COVID-19 adopted by the

Chinese authorities in that country. Strict quarantining

protocols were put in place and vast parts of the

population were consigned to home, for significant

periods. Notwithstanding these challenges, output

from our manufacturing facility in China barely missed

a beat. Our team in that market is well lead and did a

fabulous job in the face of real adversity.

Similarly, our key contract manufacturing partner

in Vietnam (TNR) achieved a continuum of supply,

regardless of the advent of strict lockdown conditions

and travel restrictions in that region.

In Italy, our manufacturing facility at Tumedei had to

contend with substantial cost increases, and fluctuating

demand from customers who found themselves

overstocked.

Chair's Review

It is a pleasure to write to

shareholders, as your Chair

of the board, for the first time.

9
CHAIR'S REVIEW

Domestically, our large and modern manufacturing

facility at Wigram had to contend with significant

(and random) bouts of infection, and the consequent

personnel shortages, as COVID-19 worked its way

through that workforce. But again, production was

maintained, and we met our obligations to our

customers.

It is in no small part due to the contribution of

employees at the above facilities (and elsewhere)

that saw Skellerup achieve $333.5 million in revenue

and $50.9 million in NPAT in FY23, both of which are

records. These outcomes are genuinely the result of

a team effort, and your Board is, and continues to be,

humbly grateful for the efforts of our entire team.

At Skellerup, we are often told by well-intentioned

third-party commentators that we have a “lazy”

balance sheet. It is true that we do carry low levels

of debt, but in periods of uncertainty have found that

to be a distinct advantage; this ensures we make the

right decisions for the business in a holistic sense,

rather than responding to short-term exigencies.

This also enables us to distribute a healthy proportion

of our earnings to shareholders in the form of dividends.

Your Directors are very pleased to announce a final

dividend, imputed to 50 per cent, of 14 cents per share.

This takes the full-year dividend to 22 cents per share,

a seven per cent increase on the prior year. The final

dividend will be paid on 13 October 2023 with a record

date of 29 September 2023.

We are pleased to achieve these pay-outs to

shareholders, and to log another record year for

Skellerup (and the seventh successive year of

earnings growth). These year-on-year record years

become increasingly hard to beat, and inevitably

there will be a year when we do not. However, I'm

sure our shareholders will appreciate that here at

Skellerup we are (as has been said before) in this for

the long haul. Our history is one of quiet achievement

and incremental (and sustainable) rather than flashy

growth, as befits our origins.

The key to Skellerup’s success is to work closely

with our customers to identify and produce enduring

solutions to their problems. The intellectual capability

of our people is as much an asset of the Group as the

bricks and mortar which are reported on the balance

sheet. Done well, this can create enduring trade

relationships which can be hard to shift; the results

reported now reflect years of investment in this process

– there is no ‘overnight success’ in the FY23 results.

Shareholders can be assured that this investment

in people and trading relationships continues, and

for this reason your Board remains optimistic about

Skellerup’s long-term prospects.

The key to Skellerup’s success is

to work closely with our customers

to identify and produce enduring

solutions to their problems.

Looking to the future, an initiative that looms large for

your Board in the forthcoming year is environmental,

social and governance (ESG) reporting requirements,

which become mandatory from FY24. We see this as

an opportunity to reposition perceptions of current

business practices at Skellerup, and as a catalyst

to further change, where the potential for further

improvement is identified. The initiatives we are

undertaking in this area will challenge the status quo.

Your Directors are business savvy, shareholder oriented

and all take a special interest in Skellerup. Their skills

and relevant experience provide support and guidance

to our management team.

Personally, I would like to take this opportunity to

extend a vote of thanks to the senior leadership team

for their unrelenting efforts to take this business

forward. We are fortunate to have enjoyed continuity of

tenure from such a capable group of individuals.

We thank you for your continuing support of Skellerup.

John Strowger

Chairman

SKELLERUP ANNUAL REPORT FY23
10

Solving problems with customers

to keep them ahead of the curve

Skellerup is a global leader in the

design, manufacture and distribution

of precision-engineered products.

Our components and products are used

in a wide range of everyday applications

that often must meet stringent food,

drinking water, hygiene and safety

standards across various jurisdictions.

At our heart is a key focus on our

customers – working as a part of their

development teams to define and

solve problems to help stay ahead

of their competitors. The value we

bring is dependent on our deep

material expertise, strong product

and tool design capability and proven

manufacturing knowledge.

Research &

Development

Working to identify

issues and opportunities

• Understanding our customers’

issues, challenges and pain

points

• Providing solutions grounded

in our extensive engineering,

chemistry and manufacturing

expertise

Developing the prototype

• In-depth material science with

expertise combining multiple

materials, including polymers

such as rubber, plastics and

foam

• Rapid prototyping to provide

proof-of-concept and

refinement based on feedback

• Augmenting the product and

reducing complexity

SOLVING PROBLEMS WITH CUSTOMERS TO KEEP THEM AHEAD OF THE CURVE
11

Across Multiple Sectors

Sport & Leisure

Our products are utilised in a variety of

recreational settings, including marine,

snow and field sports

Residential

Our products are critical components within

a wide range of home applications such as

taps, showers, HVAC, roofing, solar, kitchen

appliances, plumbing, and more

Transport

Our vacuum systems, seals, injectors,

couplings, and gaskets are utilised

throughout the transport industry

Industrial & Retail

Our products are used throughout potable

water and wastewater applications, f low

control systems and construction

Medical, Health & Hygiene

Our components play a vital role in

equipment used to treat and heal patients,

as well as keeping front-line workers safe

Specialist Footwear

Protective rubber footwear used throughout

farms and speciality applications, such as

fire, forestry and electrical distribution

Dairy

Our food-grade rubberware, filters and

animal hygiene products are critical to the

safe supply of dairy products across the world

Delivering critical

components for

production:

• Deep understanding of process

capability and quality control

• Refining manufacture and

assembly processes to allow

increased scale at reduced time

and costs

• Ensuring speed and accuracy

at each stage

12
SKELLERUP ANNUAL REPORT FY23

I have been CEO of Skellerup for

12 years and in that time, I have

thought a lot about our reason for

existence (Purpose).

CEO's Review

Our purpose comprises five groups of people

(customers, employees, suppliers, our community

and shareholders). I have articulated that purpose

not only internally to our employees but also to

our shareholders and other stakeholders. When

considering our purpose, I have always understood it

is about creating ‘corporate value’ and that outcome is

more than simply making profits for shareholders.

However, economic value, such as sustained high

profitability and a healthy financial standing, is

the

most important foundation. Without securing economic

value, we cannot take on other challenges. If we don’t

recognise this fact and consider the other contributors

to corporate value from the same perspective, our

existence as a company will be diminished. In

creating corporate value, we must not forget it is

shareholders that evaluate our efforts.

The key element to achieving corporate value

is our unwavering focus on, and commitment to,

understanding customer needs and using our deep

material science expertise and capability to combine

materials, rapidly build and deliver prototypes, and

manufacture precision products in a scalable way.

This enables us to continue to create new opportunities

to grow Skellerup’s business.

At Skellerup, we believe in Just-in-Time (JIT) principles.

A basic tenet is to be demand driven, and this puts

pressure on teams to come up with better ways to

deliver products and services within shorter and

shorter lead times. A culture of continuous improvement

is essential to motivate every employee to spend time

working on improving the processes they are involved

in, not merely a focus on outcomes. Simply, we must

align in the same direction and move faster.

We have been through a period where demand had

risen above true demand and when COVID-19 hit,

the uncertainty of both manufacturing and delivery

lead times meant many customers over-ordered.

The general view was that JIT was dead and

accentuated the issues; I disagree. This process lasted

for more than two years. Recently, we have seen

cases where customers have realised that they are

overstocked relative to demand and as lead times have

started to reduce, customers have in many cases tried

to delay production or shipping. This phenomenon is

known as the bullwhip.

13
CEO'S REVIEW

These testing market conditions throughout the financial

year reinforced why our platform needed to be strong

to ensure we are better prepared for organic growth

into the future. To mitigate risk and volatile demand, we

deliberately carried slightly higher inventory during

the supply chain disruption. We are working through a

phase to readjust what is needed to meet the expected

growth of our customers and Skellerup.

A key requirement for our leaders is to see and

plan two to three years ahead. We see, for instance,

excellent growth opportunities in the US market (see

case study page 17). It is both the largest and fastest-

growing market for our products. In the past five

years, USA Group revenue growth is a cumulative

76 per cent (52 per cent on constant currency basis),

fuelled by outstanding cumulative revenue growth of

98 per cent (72 per cent on constant currency basis)

for the Industrial Division and 31 per cent revenue

growth in the Agri Division (13 per cent on constant

currency basis).

Cost structures remain challenging. Our teams

have worked very closely with their customers to

understand their markets, helping them to reduce

costs and boost revenue through technical solutions

and process improvements. This builds trust with

existing customers, leading to greater sales volumes

and new product potential. Importantly, our strong

balance sheet offers Skellerup the flexibility to fund

aligned acquisitions that will help further grow Group

revenue. An example of this in FY23 is increasing

our ownership of Sim Lim – a manufacturer of

liquid silicone products – from 35 per cent to 100

per cent ownership. We expect further acquisition

opportunities to present as economic conditions

become more difficult for some businesses.

This year, Skellerup has been able to celebrate two

notable achievements, both featured in case studies

within this report. Our Jiangsu operation in China

celebrated its 20th anniversary and DEKS Australia

achieved a notable diamond anniversary (75 years).

Jiangsu has grown significantly during its lifespan,

making substantial productivity gains over time

through excellent leadership, workforce stability, and

quality assurance. DEKS relocated to new premises

in November 2022, supporting its already leading

brand reputation within the Australian market.

DEKS’s premium roofing and flashing products are also

prominent in the US and Europe.

We have enduringly strong relationships

with over 4,000 customers, particularly

OEMs, who we work with closely in

a dynamic interaction to deliver new

products and developments.

Customer relationships

with growth potential

of our top customers were

also in our top 20 in FY19.

14

FY23

26.0

FY22

24.5

FY21

20.6

FY20

14.9

FY19

15.0

FY18

14.1

F Y17

11.5

Proven track record

of earnings and cash

flow growth

Healthy balance sheet, strong cash flow,

low debt and strong dividend yield.

Earnings per share (cents)

To p 20

Customers

FY23

14
SKELLERUP ANNUAL REPORT FY23

We are pleased to celebrate these important

milestones and thank these businesses for their long-

standing contributions to Skellerup’s success.

Addressing climate change continues to be a

critical issue for all businesses. As identified in the

Chair’s Review, high emphasis is being placed on

understanding future climate impacts on Skellerup’s

businesses. We are investing resources into completing

the complex work of investigating different climate

scenarios to understand the potential impacts on our

physical assets and manage transition risks (which will

vary from one jurisdiction to another). This work will in

turn inform future investment decisions and help with

mandatory reporting obligations in FY24. You can review

our progress on this on pages 28 to 33 of this report.

Skellerup’s financial result represents another record

profit, one we are proud to have achieved under

challenging global economic conditions. It reflects

the success of our business strategy, our purpose

and focus. The FY23 NPAT was $50.9 million, a seven

per cent improvement on last year’s record result.

Over the past seven years, NPAT has grown at a

compound annual growth rate of 14 per cent.

We are confident we can continue to deliver long-term

sustainable earnings growth.

Focus on products

in key markets

470

new products

we have developed

over the past two years

Agriculture (36%)

Potable Water & Wastewater (incl Plumbing) (23%)

Roofing & Construction (14%)

Automotive & Machinery (6%)

Sport & Leisure (6%)

Exploration & Mining (5%)

Electrical & Appliances (4%)

Health & Medical (2%)

O t her (4%)

Revenue by

Application

FY23

Strong relationships

across global markets

We are a global business with a highly

technical team of more than

People in 6 countries

807

North America (35%)

New Zealand (23%)

Australia (15%)

Europe (12%)

Asia (8%)

UK & Ireland (6%)

O t her (1%)

Geographical

Revenue

FY23

Skellerup’s financial result

represents another record

profit, one we are proud to have

achieved under challenging global

economic conditions. It reflects

the success of our business

strategy, our purpose and focus.

15
CEO'S REVIEW

Case Study

The Future of Work at Skellerup

How we work

There is a lot of discussion about whether or not people

should have to travel to their workplace and whose

choice that is. There is also considerable dialogue

around the benefits of a four-day week and deep work.

Many of our businesses involve some processing of

materials and so we resist an ‘us and them’ culture that

can easily develop between those involved in processing

(running machines) and those who are based in an office,

especially if they are on located in different areas of the

same site.

As usual, we have taken a pragmatic approach to

trialling new ways of working and, before final adoption,

ensuring that we bring all our people with us. It is part

of our purpose: good for Skellerup and good for our

employees. Without doubt, businesses of the future will

see flatter hierarchies and so we will need more broadly

skilled people at every level of the business. There will

be pockets of depth in terms of specialist skill sets, but

we will see fewer people better paid.

In offices, we see the adoption of digital marketing and

information flows leading our people to develop broader

business perspectives. We also see the opportunity to add

value by eliminating manual or duplicate processes and

focusing on improving information flows.

Having a plan to become the lowest-cost producer of

our key product lines is an essential part of our planning

processes. In the areas of manufacturing and distribution

in particular, we believe there will be a greater use of

mechanisation and eventually cobots (robots that can work

safely alongside people) to undertake repetitive tasks.

People operating equipment are likely to become service

specialists in that equipment as well. Mechanisation and a

focus on standardisation will improve material flows.

In some cases, we have successfully moved to working

four-day weeks (for operations, this means four 10-hour

shifts). This enables our people to enjoy less commuting

time, develop consolidated work patterns and have

bigger blocks of time with family and for other personal

commitments, and this reduces the number of unexpected

interruptions due to increasing weather events. This is

then aligned with our service commitments, whereas

many companies find they must run customer service and

distribution for longer hours, for more days per week. In

many instances, we have been able to align the four-day

week with the demand for both services and operations.

Where we work

Scalability of our activities is key to meeting growth in

demand. Increasing cost structures in Asia, the location

of our key raw material suppliers, a higher risk of supply

chain interruption and the environmental considerations

for shipping products across the globe collectively are

causing us to consider how we best meet our customers’

needs in the future. We believe part of the solution will

be increased in-market manufacturing capability and

capacity. As our largest market, we have a particular

focus on the US. During FY23, we acquired full ownership

of Sim Lim Technic in Wisconsin where we manufacture

liquid silicone rubber products. We also began working

on several projects, including one to manufacture a

limited range of potable water products in the US for

existing customers and another to develop a solution for

manufacturing dairy rubberware in market. We believe

these investments will help ensure Skellerup retains our

competitive advantage in supplying highly engineered and

essential products for critical applications in the future.

16
SKELLERUP ANNUAL REPORT FY23

Industrial Division

During FY23, sales growth and continuous platform

and process improvements combined to increase

earnings before interest and tax (EBIT) over the prior

corresponding period (pcp) to $42.9 million, a record

EBIT result for the Industrial Division.

North America was Skellerup’s fastest-growing market

on the back of increased sales of our Masport vacuum

pump systems, U-DEK

®

marine foam, and DEKS

roofing products. The quality of our solutions and

products helped increase our market share. Strong

growth in solar installations in Europe also boosted

sales for our DEKS roofing products in this market.

Demand for our U-DEK

®

marine foam continued to

grow in Australia and New Zealand as well.

These factors more than offset the impact of lower

construction activity, decreased consumer demand

for products like tapware and household appliances,

the later than planned commencement of sales of a

new product used in the hygiene market and customer

inventory reduction programmes.

Our philosophy of interrogating every process

cost and our commitment to continuous process

improvement saw Skellerup continue to invest in better

business information and insights during FY23.

The objective is to simplify and optimise standardised

business processes and tools, enabling access to

more insightful data, a more secure environment

and ultimately improved outcomes for our customers

and our people. This year saw the implementation of

the NetSuite platform at Masport, with it going live in

December 2022 (see adjacent case study). Updating

our enterprise resource planning (ERP) platform over

recent years has seen multiple benefits, notably sales

growth, improved labour utilisation, and ease of use

for both customers and our staff.

Case Study

Integration and

information systems

We continue to invest in information

systems. Every investment is framed with

clear objectives that include simplification

and standardisation of business processes

and tools, gaining more insightful and faster

access to information and improving the

security of our environment. In FY23 we

completed the move of Masport onto the

NetSuite platform, expanding the number

of business units in our Group on this

platform to 10.

Masport, which designs and manufactures

vacuum pump systems sold predominantly

in the US market, replaced a dated and

inefficient legacy platform. Masport has

realised immediate benefits from the

upgrade, most notably from the end-to-end

integration of NetSuite into its online store.

Orders placed by customers through the

online store are now automatically entered

into NetSuite, generating a pick ticket to

enable immediate shipping. As well as

enjoying faster delivery, customers also

experience the benefit of being able to

electronically track the details and contents

of each order. The implementation has

improved Masport’s cash flow too, because

customers are able to pay electronically

directly from their emailed invoice.

Further NetSuite enhancements are planned

for Masport to enable an even stronger

customer focus and ensure we deploy our

human capital for maximum benefit.

Using NetSuite as a common platform across

the Group has enabled the development

of internal expertise and the opportunity

to capitalise on the standardisation of

processes, while reducing cost and risk

and improving the quality and speed of

each implementation.

17
CEO'S REVIEW

Case Study

US Market – Approach, Results and Opportunities

The US is our largest and fastest-growing market and

continues to offer significant growth opportunities.

Skellerup’s success in the US market is underpinned

by applying technical expertise and delivering highly

integrated products and systems that create better value

for customers.

Being a trusted partner is imperative. By becoming an

extension of our customers’ engineering teams through

design work, rapid prototyping of products and ultimately

delivering products and systems that reduce complexity,

installation time and cost, we retain trust with existing

customers and build trust with new customers.

The Gulf Group, which specialises in the global design and

manufacture of precision engineered rubber and plastic

products and components of mainly original equipment

manufacturer (OEM) customers, offers an insight into our

strategy. We were approached by a potential customer

who was experiencing technical problems with the

development of their next-generation dispensing system

for their soap and sanitiser hand products. By applying

our expertise in combining engineered rubber and

engineered plastic materials, this initial query on a single

component was quickly resolved, building trust that has

resulted in Gulf delivering a single critical subsystem that

eliminated complexity for their product and the need to

use multiple suppliers.

This systems approach has been a hallmark of our

Vacuum Systems Group. The Masport business designs

vacuum systems used in the collection of water and liquid

waste. Over the past seven years, by working closely

with customers to understand the challenges they have

with installing vacuum systems, we have identified and

implemented many improvements and integrations into our

systems to create more value for them. This has principally

reduced installation time due to lower complexity and a

reduced number of suppliers and components and, as a

result, captured additional returns for Skellerup.

We believe continued growth in the US will be enhanced

by a greater in-market manufacturing capability.

Customers want certainty and shorter supply chains;

geopolitical tensions carry the risk of further trade barriers

too. We are gradually moving to establish this capability

with one example being our investment in liquid silicone

rubber (LSR) manufacturing. In July 2018, we acquired a

35 per cent share in Sim Lim Technic (Sim Lim), a start-up

LSR manufacturing business. In November 2022, we moved

to full ownership of Sim Lim and have since fully integrated

this into the Gulf Group – now called Gulf Whitewater. This

provides us with a platform from which to grow capacity in

a highly automated business close to customers within our

largest market.

Building trust with customers, helping them to solve

problems and design solutions through our deep

material, tooling and processing expertise, while

increasing automation to increase capability at

competitive cost to offer new products, will continue to

be the keys to growth in the US.

18
SKELLERUP ANNUAL REPORT FY23

Case Study

Celebrating 75 years

of DEKS Australia

DEKS is a world-leading, innovative

manufacturer of plumbing, roofing, heating,

ventilation and air conditioning (HVAC),

washers and civil products. In November

2022 we celebrated DEKS diamond

anniversary with a special function at our

new distribution centre in Melbourne.

The move was needed to accommodate

business growth, deliver a faster response

to customers and improve the environment

for our people. DEKS now enjoys a clean,

bright, modern, quality facility in the

heart of Melbourne’s southeast industrial

area. The new site provides improved

access, efficiency, safety and security. We

carefully planned the warehouse layout

that minimises people-and vehicle-moving

distances and invested in mechanised

packaging capability and tablets to reduce

cost and better utilise our team. We also

continue to grow the proportion of our

orders managed by the electronic data

interface (EDI). The result is 70 per cent of

the 25,000 orders we process each year

are managed via EDI, we deliver customer

orders more quickly and efficiently, and

have eliminated an estimated 55,000 pieces

of paper annually.

Our people are proud of the smooth

execution of the planned relocation and are

enjoying the welcoming work environment.

We have established a great foundation for

the next 75 years of success.

Agri Division

During FY23, sales growth for footwear, increased

EBIT by one per cent over the pcp to $34.0 million.

Sales of our high-quality gumboots, including the

iconic Red Band brand and Quatro, grew in New

Zealand and sales of Skellerup’s di-electric footwear in

the US grew strongly also. Our product performance

reflecting our design and manufacturing capability is

world-class, so we expect future growth opportunities

as demand increases over the next financial year.

There were also challenges facing the Agri Division

in FY23. Tighter margins for dairy farmers globally

meant some non-essential maintenance was deferred,

reducing sales and production as a result. Improving

our understanding of customer demand and inventory

helped us organise our operations to respond to

flatter demand and we continue to drive and make

productivity gains to mitigate cost increases and to

continue to reward our people fairly, while lifting

wages over time.

As stated earlier, we were pleased to celebrate

Skellerup’s 20th anniversary at Jiangsu. I’d like to echo

the Chair’s comments that despite China’s unique

response to COVID-19, volumes at Jiangsu remained

robust, particularly in footwear. Jiangsu is well led and

we have steadily invested in capability, quality, reliability

and continuous productivity improvements, facilitating

continuing manufacture of high-quality products

including rubber footwear and vacuum pumps.

As signalled in last year’s annual report, FY23 also

saw the completion of the relocation of our Stevens

milk filter business from Featherston to Christchurch.

An established brand, over 60 years strong,

this business is now better positioned through a

combination of improved access to materials and a

bigger labour market to flourish under the Skellerup

Group of companies.

Improving operating performance is a common thread

across our Agri Division’s businesses, with greater

process standardisation that is scalable so that our

businesses can meet increased demand and revenue

from existing capability. The other dimension is better

utilising equipment and people in a cycle of continuous

improvement to boost productivity.

19
CEO'S REVIEW

David Mair

Chief Executive Officer

and Director

The commitment and quality of our people across both

Divisions, as well as the leadership exhibited across

the Skellerup network, has resulted in another record

year. It has been a special pleasure seeing our leaders

develop, mature and excel, and as their competence

and confidence has lifted, so too has our success.

Case Study

Jiangsu’s commitment to continuous improvement

We are proud to celebrate the 20th anniversary of

Skellerup in China. Located in Baochang, Jiangsu

province and established in June 2003, we manufacture

technical rubber boots used in agriculture, forestry and

the electrical industries as well as rotary vane pumps

used primarily in applications to transport water and

liquid waste. From small beginnings, we now employ

just under 200 people, 19 of whom have been with us

from the start.

Our team’s success is driven from stable leadership and

skilled workers. General Manager Martin Li has led the

business and team since 2006. Consistent productivity

improvements are underpinned by our Total Quality

Management system, which ensures all processes are

documented and monitored for quality at every step.

The business now boasts ISO accreditations for Quality,

Health and Safety, and Environmental.

The success of the business is measured by growth in

production volumes. In FY23 footwear production was 60

per cent higher than 10 years earlier, while reject rates

continue to fall. We prioritise training on quality assurance,

ensuring everyone contributes to identifying defective

products before undergoing any subsequent processes.

Capital investment has bolstered Skellerup Jiangsu’s

ability to meet the increased demand, product

development requirements, improved efficiency and

delivery of better environmental and safety performance.

The footwear product mix has grown over the decades

and this has been met by the growth in skills of our

team. CEO David Mair was in Jiangsu during June 2023

to celebrate the 20th anniversary of Skellerup Jiangsu

and express appreciation for the team’s outstanding

performance as an exemplar for commitment and success

with continuous productivity improvements for the Group.

20
SKELLERUP ANNUAL REPORT FY23

For the year ended 30 June 2023

(FY23) we have delivered a record

net profit after tax (NPAT) for the

seventh consecutive year.

Financial Review

FY23

50.9

FY22

47. 8

FY21

40.2

FY20

29.1

FY19

29.1

FY18

2 7. 3

F Y17

22.1

Net Profit After Tax

($m)

FY23

22.0

FY22

20.5

FY21

17. 0

FY20

13.0

FY19

13.0

FY18

11.0

F Y17

9.5

Dividend Declared

(cents per share)

Growth from sales of new and improved products for

wastewater, leisure and footwear applications, combined

with a Group-wide focus on costs and margin, enabled

Skellerup to overcome the impact of customers

reducing inventory levels for products used in potable

water and dairy applications. We have invested carefully

in improving our technical capability (people and

equipment) to underpin growth in the years ahead.

Our financial position remains very strong enabling us

to focus on delivering sustainable growth in financial

returns for our shareholders, as well as opportunities

for our employees, by providing innovation and

assurance to our customers for the essential

engineered solutions they need now and in the future.

FY23 Group Earnings and Dividends

In FY23 Skellerup achieved a record audited net

profit after tax (NPAT) of $50.9 million and declared

a gross dividend pay-out of 22 cents per share (50

per cent imputed). FY23 NPAT is a seven per cent

improvement on the record result achieved in the prior

corresponding period (pcp).

The FY23 gross dividend pay-out declared is up 1.5

cents per share (seven per cent) on the pcp and

represents a gross yield

1

of 5.7 per cent for shareholders.

1

Gross yield is determined by comparing the FY23 dividends paid and

declared, totalling 22 cents per share (50% imputed), with the closing share

price on 30 June 2023.

We segment and measure our performance by two divisions – Industrial and Agri.
21

FINANCIAL REVIEW

Industrial Division

Industrial Division sales were a record $216.8 million,

up five per cent on FY22. Earnings before interest and

tax (EBIT) was $42.9 million – also a record and up 10

per cent on FY22.

Our Industrial Division generates 85 per cent of

its revenue from international markets. FY23 sales

revenue growth of five per cent was slower than in

recent years. Strong revenue growth was realised from

sales of vacuum systems for wastewater applications

(most notably in the USA), sales of high-performance

marine foam products (into the USA, NZ and

Australia) and roof-flashing products for solar energy

installations (in the UK). This growth was partially

offset by lower sales for potable water and appliance

applications as customers reduced inventories; this

reflected both lower demand and an easing of supply

chain pressures such as raw material shortages and

freight congestion prevalent during the COVID-19

pandemic of the preceding two years. Revenue was

unchanged on a constant currency basis.

We continue to work closely with customers to apply

our deep expertise in material science to design and

manufacture products that often combine multiple

materials like rubber, plastic and metals to perform

in a wide variety of critical and high-performance

applications. This broad range of applications we

serve is a feature and strength of our Industrial

Division enabling us to leverage our expertise and not

be singularly exposed to changes in demand from any

one sec tor.

The five per cent growth in revenue translated to 10

per cent growth in EBIT in FY23. New and improved

products helped improve gross margin from 37 per

cent to just over 39 per cent which funded an increase

of investment into sales and technical resource and the

impact of inflation on operating costs (people, energy

and facilities). FY23 also enabled our key people to

travel more frequently to collaborate and meet with

customers and suppliers to progress opportunities for

future growth.

Agri Division

Agri Division sales were a record $117.0 million, up six

per cent on FY22. EBIT was $34.0 million, also a record

and up one per cent on FY22.

Our Agri Division remains a world leader in the design

and manufacture of essential consumables for the

global dairy industry and the design and manufacture

of rubber footwear for farming and specialty

applications including electricity, fire and forestry.

Revenue growth in FY23 was largely due to increased

footwear sales in NZ (hardware channels and urban

markets) and the USA (electricity applications).

Sales volumes of dairy consumables were down as

customers reduced inventories due to lower demand

and an easing of freight congestion prevalent during

COVID-19 of the preceding two years. On a constant

currency basis revenue growth was two per cent.

Hedging arrangements neutralised the benefit of

lower spot rates; this meant EBIT growth of one per

cent is more closely correlated to constant currency

than headline revenue. Sales price adjustments in

the second half of the year lagged the impact of raw

material cost increases incurred in the first half of

the year. Productivity gains helped offset the impact

of lower production volumes, increased raw material

prices and freight costs.

We are increasing our investment in internal

engineering capability to ensure our technical and

product leadership position is retained, as well

as investing in advanced design and equipment

capability to improve the efficiency and adaptability

of manufacturing for the future.

Industrial Division EBIT

($m)

Industrial Division EBITEBIT %

50

45

40

35

30

25

20

15

10

5

0

25%

20%

15%

10%

5%

0%

F Y17FY18FY19FY20FY21FY22FY23

Agri Division EBIT

($m)

Agri Division EBITEBIT %

40

35

30

25

20

15

10

5

0

35%

30%

25%

20%

15%

10%

5%

0%

F Y17FY18FY19FY20FY21FY22FY23

22
SKELLERUP ANNUAL REPORT FY23

Corporate

Corporate costs remain well contained and were down $0.7 million on the pcp.

FY23 Financial Position

Skellerup’s financial position remains strong due to

prudent management of working capital and robust

evaluation of capital investment key disciplines.

Strong operating cash flows and low levels of debt

provide us with the opportunity to invest in growth

and improvement. We evaluate and select investments

with diligence to ensure capital is allocated to deliver

excellent returns on shareholders’ funds.

During FY22 and the first half of FY23 we increased

our investment in inventory to mitigate the risk of

shortages in raw materials and extended shipping

timeframes so that we could continue to meet customer

requirements. As supply chain pressures began to

ease in the middle of FY23 and demand for some

product abated, we were able to reduce inventory

in the second half of the year. At the close of FY23,

inventory stood at $74.9 million, up nine per cent on

the pcp but down nine per cent on the peak level

held at the end of February 2023. We expect further

gradual reductions in the first half of FY24.

Receivables are also managed with great care. FY23

receivables closed at $49.3 million, down 12 per cent

on the pcp. Fairer payment terms, simpler electronic

payment options for customers (in the USA) and

discount structures for prompt payment all contributed

to faster collection. At the close of FY23, receivables

represented 48 days sales outstanding compared to 50

days outstanding at the end of FY22.

Working capital discipline resulted in operating

cash flow of $54.1 million in FY23, up 25 per cent on

the pcp. This operating cash flow, plus a small $1.6

million increase in net debt, funded payments for

right-of-use asset lease obligations of $6.0 million,

capital expenditure of $8.2 million and dividends to

shareholders of $41.1 million. We also invested $0.9

million to acquire full ownership of Sim Lim Technic

LLC (having previously acquired a 35 per cent share

i n Ju ly 2018).

Net debt remains low at $26.8 million, up $1.6 million

over the pcp and representing just eight per cent of

our total assets. Skellerup remains very well placed to

continue to invest in profitable growth.

FY23

5 4.1

FY22

43.3

FY21

58.8

FY20

48.0

FY19

28.9

FY18

28.3

F Y17

21.2

Operating Cash Flow

($m)

FY23

22.6

FY22

22.6

FY21

20.5

FY20

15.7

FY19

16.3

FY18

15.8

F Y17

13.9

Return on Net Assets

1


($m)

1

Calculated as Earnings (NPAT) divided by Net Assets.

23
FINANCIAL REVIEW

Seven-Year Financial Review

The table below shows the financial results and position

of the Skellerup Group for each of the last seven years.

Over this period, revenue has grown by 59 per cent,

NPAT has increased by 130 per cent and our return

on net assets has grown by 63 per cent. The sustained

earnings growth has enabled an increase in the gross

dividend pay-out (excluding imputation credits) of 132

per cent across the same period.

Period Ending ($000)FY23FY22FY21FY20FY19FY18FY17

Total Revenue333,537316,829279,515251,389245,792240,408210,322

EBIT71,65966,76056,36142,48641,79839,78132,824

Finance Costs4,5942,2492,0812,5821,7851,8631,414

Share of Net Profit of Associates(78)(224)(35)(73)23--

Profit Before Tax66,98764,28754,24539,83140,03637,91831,410

Ta x16,04616,47414,07010,76710,97310,6419,300

Net Profit After Tax50,94147,81340,17529,06429,06327,27722,110

EPS (cents)26.024.520.614.915.014.111.5

Dividend (cents)22.020.517.013.013.011.09.5

Operating Cash Flow54,11443,32258,79648,00628,92028,34521,229

Cash Reserves (net debt)(26,830)(25,204)(8,736)(28,513)(36,576)(30,719)(35,755)

Total Assets342,977336,644284,874283,642257,059252,025237,932

Total Liabilities117,541125,43688,72599,07978,66779,73978,685

Net Assets225,436211,208196,149184,563178,392172,286159,247

Return on Net Assets

1

22.6%22.6%20.5%15.7%16.3%15.8%13.9%

Net Tangible Assets per Share (cents)81.275.965.365.365.165.165.1

Skellerup’s financial position

remains strong due to prudent

management of working capital

and robust evaluation of capital

investment key disciplines.

1

Calculated as Earnings (NPAT) divided by Net Assets.

24
SKELLERUP ANNUAL REPORT FY23

We were delighted that FY23 enabled

a reconnection of our people across

the world.

Skellerup’s People

With the end of travel restrictions, we have seized

the opportunity to re-establish critical in-person

relationships with our key people and customers.

Our teams are based in New Zealand, Australia,

the USA, China, the UK and Italy. We, like other

businesses, overcame the difficulties of digital-only

communication during the COVID-19 pandemic, and

digital communication remains a critical and valuable

medium, which complements rather than replaces

face-to-face interaction.

Recent years have required flexibility and resilience

to overcome the impacts of the pandemic and continue

to deliver the many essential products our customers

and market require. In FY23 the tail of COVID-19 and

seasonal influenza affected our teams, and variable

and lower market demand and customer destocking

programmes created additional challenges to

overcome. In some instances, a reduction in temporary

staff was not sufficient to manage the impacts, resulting

in a small reduction in the number of permanent roles.

We make these changes carefully and with respect for

the contribution departing team members have made.

At the close of FY23 our global team was 807 people

strong, a reduction of seven per cent during the past

12 months. We have had no large-scale redundancies

in the Group over the past ten years.

Changing how and where we operate our businesses

has been an important element of Skellerup’s long

history and success. The nature of work will continue

to change to meet the needs of our customers and

our people and to optimise returns for shareholders.

During FY23 Skellerup moved operating hours at

several manufacturing sites to four-day, ten-hour

shifts, which more effectively and efficiently meet

the needs of our business and provides an additional

clear non-working day for our people. We plan to

consider similar arrangements for other facilities in the

future. To ensure we remain valuable and competitive

we constantly look to improve our capability and

processes. This will include investment in new

equipment and more mechanisation. In parallel we

are focused on developing multi-skilled teams and

team members to ensure their contribution, value and

reward grow and provide continuity for our business

and customers.

During FY23 we successfully relocated our Stevens

milk filter business from Featherston to Christchurch.

Stevens celebrated its 60th anniversary in 2022, and

the move secures the future of the Stevens products

by overcoming supply chain constraints and labour

availability risk. We also successfully relocated

our DEKS roofing and plumbing business to a new

distribution centre in Melbourne. DEKS celebrated its

75th anniversary in 2022 and the move was needed

25
SKELLERUP’S PEOPLE

to accommodate business growth, deliver a faster

response to customers and improve the environment

for our people. You can read more about the DEKS

move in the CEO letter earlier in this report.

The protection and safety of our people and others

from accidental harm in our workplaces is our

highest priority. All our practices and programmes

are established with the objective of keeping

our people safe and free from workplace injury.

We have been working steadily to ensure health and

safety requirements are integrated into the operating

instructions within our facilities. Every Skellerup site

has an active Health and Safety Committee that meets

monthly, an annual plan of activities and improvements

to keep their workplaces safe and reports monthly to

the CEO on progress. We use and receive excellent

value from internal experts who complete peer

reviews on sites across the Group to ensure the

benefit of specific expertise is shared and that past

recommendations have been implemented effectively.

Where these experts identify a risk requiring

immediate rectification, the risk is immediately

isolated (including halting work if needed) until an

appropriate solution is put in place. On a site-by-site

basis, we also enlist external experts to assess the

processes, risks and behaviours they observe and to

report on improvements required. Three of our sites,

including our two largest (Christchurch and Jiangsu),

are ISO 45001 certified.

Oversight of our health and safety programmes is

provided by the Board Health and Safety Committee.

A Health and Safety Report is reviewed at each Board

meeting also. During FY23 our Directors visited our

Agri facility in Wigram and our Ultralon Foam facility

in Auckland; this provided the opportunity for Board

members to observe activities, meet and discuss with

our managers and teams, and assure themselves of

our plans and behaviours.

Ultimately the success of our programmes is measured

by the number of injuries and incidents that occur.

Our total injury rate

1

(TIR) reduced from 2.43 in FY22

to 1.87 in FY23. We measure and review injuries and

medical treatment and, just as importantly, we actively

review near hits or incidents that could have caused

injury to ensure we learn and eliminate the cause.

We remain committed to leading, educating and

investing time and resources to protect our people

and others from accidental harm in our workplaces.

For the fifth successive year, we did not record any

fatalities or serious harm injuries.

1

The TIR (Total Injury Rate) is the total number of Serious Harm Injuries,

Lost Time Injuries and Medically Treated Injuries multiplied by 2,000

(the estimated annual hours worked by an individual), divided by the actual

year to date hours worked, annualised, and expressed as a percentage.

The TIR represents the percentage likelihood of being injured on each site.

Zero TIR is the benchmark that all sites are striving to achieve.

26
SKELLERUP ANNUAL REPORT FY23

Skellerup’s footprint is global and includes working

with manufacturing partners, international suppliers,

and customers across geographies. These partners

and suppliers are key to our successfully delivering

critical products to our customers. We guard the

quality of our products and reputation with great

care. Establishment of a new manufacturing partner

relationship requires the approval of the Group CEO.

In FY22, we implemented a Modern Slavery Policy to

guide our people on processes and reporting alleged

or suspected incidents. Modern slavery is an umbrella

term for serious exploitative work practices including

forced labour, bonded labour, child labour and people

trafficking that represent violations of human rights.

Skellerup does not tolerate any form of modern slavery

in our operations or supply chain. Establishing our

Modern Slavery Policy was an initial step; ensuring it

is effective is more important. During FY23 we have

worked on developing a Code of Conduct which we

will implement with our key suppliers to provide

assurance that their practices meet our requirements.

Each year, we work with our leaders to ensure they

and their teams spend time reviewing and discussing

the behaviours that are needed as outlined in our

Code of Ethics (and key policies including modern

slavery, diversity and information security) and, equally

importantly, how they respond in the event they do

witness or suspect behaviour inconsistent with this

Code. We do not discriminate on gender or gender

identity, race, ethnicity, cultural background, physical

ability or attributes, age, sexual orientation, religious

or political beliefs. A breakdown of our gender

composition is shown on page 4 of this report.

We also continue to provide regular online cyber

security training, supplemented by periodic internal

audits to make sure our control environment is working

effectively and where improvements are required.

Our team have delivered another excellent year for

Skellerup’s shareholders. We are proud of the skill,

commitment and adaptability they bring and are excited

about the opportunities available to us in the future.

Our team have delivered another

excellent year for Skellerup’s

shareholders. We are proud

of the skill, commitment and

adaptability they bring

27
SKELLERUP’S PEOPLE

28
SKELLERUP ANNUAL REPORT FY23

Sustainability at Skellerup continues

to have broad meaning. It means

working closely with customers to

truly understand their needs to build

long-lasting, valuable relationships.

Sustainable

Growth

It means developing and investing in our people so

that we have the expertise to grow and sustainably

meet our customers’ requirements. It also means

investing in and improving how we design and

manufacture products to minimise waste, efficiently

consume energy and reduce emissions intensity.

With over 100 years of history, we appreciate

that sustainably growing financial returns for our

shareholders is inextricably linked to ensuring

Skellerup’s activities contribute positively to the

communities and environments in which we operate.

Skellerup applies deep expertise to design and

manufacture products critical to everyday life. More

than half of our revenue is generated from products

used in the production and/or transportation of fresh

milk, potable water and wastewater. We also design

and supply products critical to ensuring homes and

buildings are dry and weathertight. Designing and

manufacturing products for these applications require

adherence to demanding and changing regulatory

standards to assure performance and conformance.

Climate Change

We recognise that the impacts of climate change will

influence where and how we invest for future growth

and how we ensure the security and safety of our

people and operations to continue to deliver to our

customers. During FY23 we invested time to build a

better understanding of the impacts of climate change

on Skellerup. In the commentary below we explain

the process we have taken in identifying the risks

and opportunities arising from the impacts of climate

change, assessing our vulnerability to these risks,

and estimating the consequences of these various

climate events on our organisation. During FY24 we

will review the identified risks and opportunities to

determine necessary adaptation to, or acceleration of

our strategies to mitigate such risks and capitalise on

the opportunities arising from climate change.

As an NZX-listed entity, Skellerup is considered

a climate reporting entity under the New Zealand

mandatory climate-related disclosures (CRD) regime.

We will report under this regime for the first time

in FY24. The CRD regime will require reporting under

the four pillars described below:

CRD Regime Pillars

Governance

The role of the Board of Directors in overseeing

Skellerup’s climate-related risks and opportunities, and

the role management plays in assessing and managing

those climate-related risks and opportunities.

29
SUSTAINABLE GROWTH

Strategy

Disclosure on how climate change is currently

impacting Skellerup and how it might do so in the

future. This includes scenario analysis undertaken

by Skellerup, identified climate-related risks and

opportunities, the anticipated impacts of these

and how Skellerup will position itself as the global

economy transitions towards a low-emissions,

climate-resilient future.

Risk Management

Disclosure on how Skellerup identifies, assesses

and manages climate-related risks and how

these processes are integrated into existing risk

management processes within the Group.

Metrics and Targets

Disclosures of information on how climate-related

risks and opportunities are measured and managed.

Skellerup’s progress towards reporting under

the CRD regime:

Governance

Role of the Board of Directors and Management

Skellerup’s Board of Directors has ultimate responsibility

for the Group’s approach to climate change. The Board

has delegated oversight of climate-related matters

to the Sustainability Committee. Refer to page 40 for

information on the composition and responsibilities

of the Sustainability Committee. The Sustainability

Committee reports directly to and advises the Board

of Directors on climate-related matters.

The Sustainability Committee was formed in

2022 as a subcommittee of the Board of Directors.

The Sustainability Committee has a formal charter with

minutes kept of all Sustainability Committee meetings.

The Board maintains a risk register which is reviewed at

least twice annually. Climate-related risks are considered

and, where material, included in this register.

The CEO is responsible for leading Skellerup’s

management of operational climate-related matters.

Where key operational climate-related risks and

opportunities are identified, their review and

assessment are escalated to the CEO, who considers

whether appropriate risk management actions are being

taken. A comprehensive review of all business risks

(including climate-related risks) is undertaken

and reported to the Board of Directors twice a year.

Strategy

Actual and Potential Impacts on Business,

Strategy and Financial Planning

We have carried out an initial scenario analysis exercise

to support our assessment of actual and potential

physical and transitional impacts of climate change on

business, strategy and planning. This scenario analysis

is based on publicly available scenarios including those

developed by the Intergovernmental Panel on Climate

Change (SSP/RCP Scenarios), Network for Greening the

Financial System and the International Energy Agency.

The Intergovernmental Panel on Climate Change

(IPCC) is a body of the United Nations. Its remit is to

advance scientific knowledge about climate change

caused by human activities. The IPCC has created

reference scenarios that are widely used to understand

the potential future impacts of climate change.

The Network for Greening the Financial System

(NGFS) is a network of 114 central banks and financial

supervisors that aims to accelerate the scaling up of

green finance and develop recommendations for central

banks’ role for climate change. The International Energy

Agency (IEA) is an autonomous intergovernmental

organisation that works with countries around the world

to shape energy policies for a secure and sustainable

future. The IEA has created reference scenarios that

focus on future energy usage.

Climate-related scenarios are plausible, challenging

descriptions of how the future might unfold. These

descriptions are based on coherent and internally

consistent sets of assumptions about the drivers of

future physical and transition risk and opportunity

(and the relationships between them).

The CRD regime requires a minimum of three climate-

related scenarios to be considered. In developing

these scenarios, we have utilised the IPCC reference

scenarios. Shared Socioeconomic Pathways (SSPs)

provide narrative descriptions, as well as being linked

to emissions reduction trajectories, as part of the

Representative Concentration Pathways (RCPs).

An overview of each scenario is set out on the

following page.

Sustainably growing financial returns

for our shareholders is inextricably

linked to ensuring Skellerup’s

activities contribute positively to

the communities and environments

in which we operate

30
SKELLERUP ANNUAL REPORT FY23

We have evaluated the impact of these scenarios on

the Group’s five most significant product applications

(key applications). The identification of these key

applications was determined by considering customer-

related, technological, economic (contribution to

Group earnings) and environmental impacts and

policy contexts. These key applications are:

• Dairy;

• Potable water;

• Wastewater;

• Roofing and construction; and

• Foot wea r.

We have completed an initial exercise at this key

application level to identify climate-related risks and

opportunities and assess their potential impact on

the Group.

We have also undertaken physical climate risk

assessments on the Group’s six key operating

sites linked to these key applications. These risk

assessments include environmental, chronic and

acute climatic variables.

In general, physical risks associated with climate

change are expected to increase over the time

horizons considered for all scenarios. However, based

on our initial assessment, we have not identified any

physical risks as key risks for the Group’s key facilities

over the long-term time horizon.

Risk Management

Identification, Assessment and Management of

Climate-related Risks

Our current approach to climate-related risk

management is outlined below.

Physical Risk Exposure and Analysis

Skellerup has manufacturing and distribution sites

in locations across the globe. While this provides a

high degree of resilience, it does expose the Group to

different hazards in different locations.

Detailed geospatial exposure assessments were carried

out on our six key manufacturing sites, related to our

core applications. The assessments covered a baseline

(2005), short-term (2030), medium-term (2050) and

long-term (2100) timeframe.

Climate-related scenarios

Scenario

Name

Temperature

Increase

*

Description

of the Scenario

Characteristics

of the Scenario

Taking the

Green Road

(SSP1-RCP2.6)

1.5°CIn this scenario, the world pursues aggressive

emissions reductions, and this succeeds in

limiting global temperature increases to 1.5°C,

with global net zero emissions being achieved

by 2050. This scenario envisions a relatively

optimistic trend for human development, with

substantial investments in education and health,

rapid economic growth, and well-functioning

institutions, driven by an increasing shift

towards sustainability.

Global cooperation, strong environmental policy,

rapid development of renewables and energy-

efficient alternatives.

Low population growth.

Middle of

the Road

(SSP2-RCP4.5)

2.5°CIn this scenario, New Zealand and most of

the developed world continue to pursue net

zero targets by 2050. However, the rest of the

developing world does not follow suit, leading to

a rise in global temperatures between 2 and 3ºC

by the end of the century.

Past social, economic and technology

trends continue, environmental degradation,

inconsistent development of renewables and

energy-efficient alternatives and material-

intensive consumption.

Moderate population growth.

Regional Rivalry

(SSP3-RCP7)

4.0°CGlobal emissions continue to grow unabated

largely due to a failure of key emissions

reduction policies in key developed, high-

emitting countries. This leads to warming levels

that reach 2°C by 2050, and continue to increase

steeply thereafter, reaching 4°C by the end of

the century. Climate ‘chaos’ enters mainstream

discourse, across all sectors and communities.

Competition between regions, low levels of

technological development to achieve climate

change goals, environmental goals are a low

priority, focus on domestic resource.

High population growth.

*

Above pre-industrial temperatures

31
SUSTAINABLE GROWTH

The sites identified are all managed by the Group

except for the site in Ho Chi Minh City, which is owned

and operated by our partner.

• Christchurch, New Zealand;

• Jiangsu, China;

• Ho Chi Minh City, Vietnam;

• Auckland, New Zealand; and

• Lincoln, Nebraska, United States of America.

Key climate-related hazards have been identified and

evaluated, to the extent available for each site. These

are evaluated on baseline, short-, medium-, and long-

term time horizons and for the three climate-related

scenarios outlined on the previous page. During FY24

we will review the risk scores arising from these

assessments to determine the requirement and timing

of mitigation plans and actions.

Transition Risk Exposure and Analysis

Transition risks are those risks related to the transition

to a low-emissions, climate-resilient global and

domestic economy, such as policy, legal, technology,

market and reputation changes associated with the

mitigation and adaptation requirements relating to

climate change.

To identify transition risks, a qualitative assessment

was performed against the three scenarios outlined

on the previous page in order to identify possible

climate hazards. Given the nature of the transition

risk assessments driven by the scenarios and for

simplicity, it is assumed that exposure to an identified

transition risk will be a certainty, and therefore

there is no rating of exposure to transition risks as is

performed for physical risks.

Risk and Opportunity Identification

Drawing on the results of the physical and transition

exposure assessments, we have defined climate-related

risks and opportunities for each of our key applications.

This identification of risks was based on input from

subject-matter experts across our key product

applications in sourcing, distribution, manufacturing and

sales and marketing. Both physical and transition risks

and opportunities were identified and evaluated as part

of this process.

Risks are then assessed using the Group’s existing risk

management framework and based on consequence

and vulnerability:

• In the context of climate change, vulnerability is the

predisposition to be adversely affected by a climate

hazard. To determine the vulnerability, we consider

the sensitivity and the adaptive capacity of each

element when exposed to a hazard. Sensitivity can

be influenced by age, condition, material and design.

Adaptive capacity is how efficiently an at-risk element

that can adapt or be adapted when exposed to a

climate hazard. Adaptive capacity can be influenced

by multiple factors such as ease or cost of repair or

the level of redundancy.

• Consequence is the outcome of a climate event

affecting the Groups objectives. This is assessed on

the basis of the severity of potential financial, health

and safety, staff, legislative and reputational impacts.

The residual risk rating is based on consequence and

vulnerability in accordance with the matrix below:

Climate

Risk

Matrix

Vulnerability

Consequence

Very Low

VL

Low

L

Moderate

M

High

H

Extreme

E

Severe

5

VL5L5M5H5E5

Significant

4

VL4L4M4H4E4

Moderate

3

VL3L3M3H3E3

Minor

2

VL2L2M2H2E2

Low

1

VL1L1M1H1E1

32
SKELLERUP ANNUAL REPORT FY23

Our initial risk and opportunity assessment has

identified only a limited number of risks with a high

rating. Risk management is a continual process within

the Group. During FY24 we will review the residual

climate risk scores arising from these assessments to

determine the requirement and timing of mitigation

plans and actions. Our assessment has also reaffirmed

several opportunities that arise for Skellerup due to the

impacts of climate change. In FY24 we will undertake

a review of this to ensure we have the resources and

plans to capitalise on these opportunities.

Metrics and Targets

Skellerup has reported on Scope 1 (Direct) and

Scope 2 (Indirect Energy) Greenhouse Gas (GHG)

emissions since FY21. We have commenced a project

to measure and disclose our Scope 3 (Other Indirect)

GHG emissions. The Group has not set any specific

emissions reduction targets. Measurement of our

Scope 3 emissions will inform and enable us to set our

reduction goal and determine the opportunities and

actions to reduce emissions. Targets will be set based

on good environmental and economic outcomes.

Our latest direct (Scope 1 and 2) GHG emissions by

calendar year and recent history are shown in the

graphs below:

To ensure we service our customers very well and

continue to grow our business in the international

market, Skellerup operates from 18 development,

manufacturing and distribution facilities around the

world. Just as improvements in our financial results

depend on a broad contribution across our Group so,

too, do reductions in and more efficient use of energy.

Skellerup achieved a five per cent reduction in Scope

1 and 2 GHG emissions in FY23 compared to the pcp.

Our four largest manufacturing sites generate 77 per

cent of our Scope 1 and 2 GHG emissions. All four

reduced emissions on the pcp. Overall, 12 of our 18

sites achieved a reduction in emissions in FY23.

The improvement was the outcome of large and small

initiatives. Improved energy management, investment

in more efficient plant and equipment, realisation

of benefits from the move to efficient facilities

(Melbourne and Auckland), transition to hybrid motor

vehicles, and the full-year benefit of solar energy at

one of our facilities in Auckland were some of the

main contributors to the FY23 reduction.

GHG emissions per $1 million revenue

(tonnes CO₂-e)

15

12

9

6

3

0

FY23FY22FY21

14.65

14.66

13.17

Note: The FY22 and FY21 inventories have been restated based on more

recently published GHG emission factors for certain business units.

The above emissions have not been audited.

5000

4000

3000

2000

1000

0

1,193.8

922.1

1,142.3

3,451.5

3,172.3

4,645.3

4,094.4

3,249.0

4,391.3

FY23FY22FY21

Scope 1 and 2 GHG emissions

(tonnes CO₂-e)

Scope 1 emissions:

Direct greenhouse gas emissions in controlled or owned sources

(fuel combustion of natural gas, fuel in owned/leased vehicles)

Scope 2 emissions:

Indirect greenhouse gas emissions from purchase of electricity

33
SUSTAINABLE GROWTH

Skellerup is a growing business, therefore measuring

the intensity of our Scope 1 and 2 GHG emissions

relative to revenue (tonnes of CO

²

-e per $1 million

of revenue) is an important metric of the efficiency

of our organisation. In FY23, we achieved a 10 per

cent reduction in emissions intensity. The impact of

the reduction in gross emissions described on the

previous page was further boosted by revenue growth

from sales into wastewater, roofing and construction,

sporting and footwear applications.

Measuring and improving our emissions intensity

(including Scope 3 GHG emissions) will remain an

important metric in the years ahead. We expect to

continue to identify and invest human and financial

capital in improvements that generate good financial

and environmental returns.

Waste Reduction

As with GHG emission reductions, we continue to

identify waste reduction initiatives that generate strong

environmental and financial returns – this makes it an

easy decision to deploy human and financial capital to

realise the opportunities.

All manufacturing sites in the Skellerup Group have

plans and activities in place to reduce production

waste, which comprises engineered waste (an output

of process and product design) and reject products

(that do not meet the product specification). To achieve

these gains sometimes requires more human capital

than financial capital. We invested in a significant

project in FY23 which used both. At Skellerup Wigram

we invested in new equipment, engineered improved

tooling and implemented process enhancements as

part of a long-term project. The outcome is a more

productive and robust manufacturing process,

improved product quality and a significant reduction

in manufactured waste. This has established the

platform for further investment and improvement in

the future.

The paperless office was a promised outcome of greater

deployment of technology but has been somewhat

elusive for many businesses. During FY23, DEKS

Australia seized the opportunity to substantially reduce

paper after moving to a new distribution centre in

Melbourne. As part of the transition to this facility, DEKS

introduced electronic tablets to facilitate the picking and

fulfilment of customer orders. In addition to the process

efficiencies for staff, DEKS have eliminated the printing

of an estimated 55,000 sheets of paper per annum.

Above: DEKS’ new distribution centre in Melbourne, Australia.

34
SKELLERUP ANNUAL REPORT FY23

The experience and diverse range of

skills across Skellerup’s Board ensures

our plans are robust and pursued with

vigour and sound business discipline.

Board of Directors

Director Core Competences


ESG (6/6)

Prior relevant Board and leadership

experience, ESG best practice


Financial (3/6)

Experience in international finance,

accounting, reporting, controls and taxation


Risk Management (6/6)

Financial and non-financial risk frameworks,

and risk evaluation


Capital Markets (6/6)

Experience with equity and debt markets

and capital structuring, including mergers,

acquisitions and divestments, and

investment analysis


Regulatory (5/6)

Experience across regulatory environments


Human Resources (5/6)

Leading team development, performance

and remuneration structures for

international business

John was appointed Chair in October 2022, and was previously

appointed to the Board in March 2015. John retired as a partner

at Chapman Tripp on 30 November 2022. John specialised in

corporate, contract and securities law, mergers & acquisitions

as well as heading the firm’s China desk. He was named NZ

Deal Maker of the Year at the 2019, 2017 and 2015 Australasian

Law Awards. John sits on the board of, and advisory committees

to, a number of private sector businesses. John is Chair of the

Health and Safety, Remuneration and Nomination Committees

and is a member of the Audit Committee.

Independent Chair

John Strowger

(LLB Hons)

Paul was appointed to the Skellerup Holdings Board in

August 2020. He is Senior Vice President - Sales and

Marketing for Fisher & Paykel Healthcare. Paul has global

business experience spanning 30 years with proven success

growing international markets and leading multi-disciplinary

teams across 50 countries. He is a member of the Health and

Safety, Sustainability and Remuneration Committees.

Independent Director

Paul Shearer

(BCom)

35
BOARD OF DIRECTORS


Health & Safety (6/6)

Health and safety management for a

global business


International (5/6)

Experience, across businesses with

a substantial global presence, and

understanding of OEM customers


Growth (6/6)

A track record of successful and sustainable

business growth strategy


Manufacturing & Supply Chain (4/6)

Manufacturing expertise, international

contract oversight, international logistics

and supply chain expertise. Understanding

of contractual arrangements with large OEM

customers.


Technology (5/6)

Strong technological experience and

development and protection of IP


Agriculture (3/6)

International and domestic agriculture

experience


Infrastructure, Leisure & Health (4/6)

Infrastructure for potable water,

construction, sport and leisure, health and

hygiene experience

Rachel was appointed to the Skellerup Holdings Board in

May 2022. She is a partner at BDO Wellington Limited and

has over 20 years’ experience in chartered accountancy

and business advisory services and more than 10 years’

experience as a director across a diverse range of sectors

including construction, technology, financial and property.

Rachel is currently a director of New Plymouth Airport, The

Property Group Limited and Fairway Resolution Limited and

was previously a director of Fulton Hogan Limited. She is

Chair of the Sustainability Committee and is a member of the

Audit Committee.

Independent Director

Rachel Farrant

(BCom, PGDipCom, FCA, CFIoD)

David was appointed to the Skellerup Holdings Board in

November 2006, and as CEO in August 2011. He has been

leading the Group for 12 years during which time it has

achieved significant revenue and earnings growth by

focusing on designing and delivering critical engineered

products for OEM customers. In March 2022, David was

recognised as CEO of the Year in the Deloitte Top 200

Awards. In particular, he has overseen the transformation of

the Agri Division into a design-led, customer-focused growth

business following on from the relocation from Woolston

to Wigram after the Christchurch earthquakes. David is

currently a Director of Sanford Limited and Forté Funds

Management Limited. He is a member of the Health and

Safety and Sustainability Committees.

Executive Director

David Mair

(BE, MBA)

David was appointed to the Skellerup Holdings Board in August

2017. He is currently Executive Chairman of Rural Equities

Limited and Managing Director of private investment company

H&G Limited. David is a former investment banker with over

25 years’ experience as a director of listed companies. He has

expertise across a broad range of industries having previously

been a director of Fruitfed Supplies Limited, Williams & Kettle

Limited, Tourism Holdings Limited, Acurity Health Group

Limited, PGG Wrightson Limited, Red Steel Limited, Webster

Limited and NPT Limited. David is a member of the Audit,

Health and Safety, Remuneration and Nomination Committees.

Independent Director

David Cushing

(BCom, ACA)

Alan was appointed to the Skellerup Holdings Board in August

2016. He has considerable experience governing and leading

businesses and sporting organisations. Alan is currently

Chairman of the New Zealand Community Trust. He is also a

director of Oceania Healthcare Limited and Scales Corporation

Limited. He was Chairman of KPMG NZ for 10 years until

2006, is a past Chairman of Cricket NZ, past President of the

International Cricket Council and the New Zealand Institute

of Directors. Alan’s contribution to sport and business was

acknowledged with his appointment as a Companion of the

New Zealand Order of Merit (CNZM) in 2013. He is Chair of the

Audit Committee and also a member of the Sustainability and

Remuneration Committees.

Independent Director

Alan Isaac

(CNZM, BCA, FCA)

36
SKELLERUP ANNUAL REPORT FY23

This section of the annual report

outlines our corporate governance

structures and processes, and how they

have been applied during the year.

This Corporate Governance statement

was approved by the Board of Skellerup

Holdings Limited on 16 August 2023.

The information contained in this

Corporate Governance statement is

current as at that date.

Corporate

Governance

Skellerup’s Board and management are committed

to achieving high standards of corporate governance.

We believe this is central to the effective management

of the business and to maintaining the confidence of our

shareholders. The Board and management are focused

on ensuring the long-term success of the Company and

are committed to building long-term shareholder value.

The Board regularly reviews and assesses Skellerup’s

governance policies, procedures and practices to

ensure they are appropriate and effective. Skellerup

has chosen to report against the recommendations of

the updated NZX Corporate Governance Code dated

1 April 2023 (NZX Code) in respect of the financial

year ended 30 June 2023 (FY23) despite not yet being

required to do so. Skellerup is in full compliance with

all recommendations of the NZX Code for FY23.

Skellerup’s Constitution and each of the Charters and

Policies referred to in this Corporate Governance

statement are available on the Governance section of the

Company’s website at www.skellerupholdings.com.

Our compliance with the NZX Code for FY23 is detailed

below under headings for each of the eight Principles of

the NZX Code.

Left to right: John Strowger, Alan Isaac, Graham Leaming, Richard Cosmann

37
CORPORATE GOVERNANCE

Principle 1 – Ethical Standards

Skellerup complies with the recommendations of

Principle 1.

Skellerup’s Directors set high standards of ethical

behaviour and require members of the management

team to conduct themselves similarly. The Directors

hold management accountable for delivering these

standards throughout the organisation.

Skellerup’s Code of Ethics provides a framework of

minimum standards of ethical behaviour according

to which Directors, management and all employees

of the Company are expected to conduct themselves.

The Code of Ethics outlines the Company’s expectations

for all Company personnel and includes consideration

of conflicts of interest, conduct, legislative compliance,

confidentiality and the use of the Company’s assets

and information. Skellerup’s Code of Ethics is reviewed

annually by the Board of Directors, the last review being

conducted in June 2023.

Skellerup communicates its Code of Ethics to Directors

and employees, explaining the Code’s purpose and

the mechanism for reporting any unethical behaviour.

The CEO reviews the Code of Ethics, together with

other key Group policies, with all Group and Business

Managers annually. The Business Managers in turn

are required to review with staff and confirm that they

have done so to the CEO. All employees were last

trained on the Code of Ethics during May and June

2023. The Code of Ethics is published on Skellerup’s

website and is available to all employees.

Under Skellerup’s Code of Ethics, contributions to

political parties are expressly prohibited.

Skellerup’s procedure for reporting and dealing

with any concerns in respect of the conduct of its

Directors or employees is set out in its Whistleblower

Policy. This is consistent with the requirements of the

Protected Disclosures Act 2000. Skellerup has not

received any reports of serious instances of unethical

behaviour during FY23.

Skellerup is committed to ensuring its Directors and

employees understand its policy on and rules for

dealing in Skellerup ordinary shares or any other

quoted financial products issued by Skellerup or

derivatives thereof. Skellerup’s Financial Products

Trading Policy notes that insider trading is always

prohibited and provides examples of material

information to assist Directors and employees

with compliance. It imposes further restrictions on

Directors and senior management by permitting

trading only in prescribed trading windows (unless an

exemption is granted by the Board) and requires such

persons to seek consent for any trading. The policy

is available on the Company’s website. Details of

Directors’ shareholdings as at 30 June 2023 are set out

in the Shareholder Information section on page 86.

Principle 2 – Board Composition and

Performance

Skellerup complies with the recommendations of

Principle 2.

The Board has adopted a written Board Charter, which

distinguishes and discloses the respective roles and

responsibilities of the Board and management. Written

agreements have been entered into for all Director

appointments since 2017.

The members of Skellerup’s Board collectively

provide the broad range of strategic, business,

commercial and financial skills and knowledge, and

the independence and experience required to lead

and govern the Company effectively.

The Board regularly reviews its performance and

composition to ensure it has the range of capabilities

required.

The Board recognises a skills matrix can assist with

identifying and assessing existing Directors’ skills and

competencies as well as new skills and competencies

which may be needed to meet Skellerup’s future

governance requirements. The skills and experience

the Board has determined are important to Skellerup’s

strategic direction and those held by the current

Directors are shown on page 34.

The maximum and minimum number of elected

Directors and the procedures for their appointment,

retirement and re-election at annual meetings are

set out in Skellerup’s Board Charter, Nomination

Committee Charter, Constitution and the NZX Listing

Rules. All Directors must retire by rotation and, if

eligible, may stand for re-election at the third annual

meeting, or three years after their last election,

whichever is longer. Any Director appointed since

the previous annual meeting must also retire and is

eligible for re-election.

Currently, the Board comprises five non-executive,

independent Directors and one executive Director

(who is also the CEO). The independence of Directors

is reconsidered at least annually. Skellerup’s Board

most recently reviewed each Director’s independence

at its Board meeting on 22 June 2023. Having regard

to the NZX Listing Rules and the NZX Code, all five

non-executive Directors have been determined to be

independent.

John Strowger is a former partner of Chapman Tripp,

who provide legal services to the Group. The board

is satisfied that John’s relationship with Chapman

Tripp does not interfere with his capacity to bring an

independent judgment to bear on issues before the

board and to act in the best interests of Skellerup and

to represent the interests of its shareholders generally.

38
SKELLERUP ANNUAL REPORT FY23

In particular, the board noted that John ceased to be

a partner of Chapman Tripp on 30 November 2022,

has not personally provided legal services to the

Group since his appointment to the board in 2015

and does not direct or influence the Group’s choice

of legal service providers. Save for this, none of the

factors in Table 2.4 of the NZX Code apply to any of

the independent Directors. See pages 34 to 35 or the

Company’s website for more information on the tenure,

skills and experience of Skellerup’s current Board.

The Board Charter requires that the Chair be an

independent, non-executive Director and that the

roles of the Chair and CEO are separate. The Chair

is currently an independent, non-executive Director

and is also considered to be independent of the CEO.

The table on page 40 shows each Director’s Board

Committee memberships, the number of meetings of

the Board and its Committees held during the year

and the number of meetings attended by each Director.

Minutes are taken of all Board and Committee meetings.

The Board is responsible for managing conflicts

of interest identified by Directors. Each Director is

responsible for minimising the possibility of any

conflict of interest as regards to their involvement

with the Company by restricting involvement in

other businesses that would likely lead to a conflict of

interest. A Directors’ interests register is maintained

by the Company. Particulars of the entries made in

the interests register during FY23 are disclosed in the

Shareholder Information section on page 86.

Directors are not required to own shares in the

Company although five of the six Directors currently

are shareholders of Skellerup.

Board procedures ensure that all Directors have

the information needed to contribute to informed

discussion and decisions on a consistent basis and to

carry out their duties effectively. Senior management

makes direct presentations to the Board as required to

give the Directors an understanding of management

strategies, priorities, style and capabilities. Directors

also visit Skellerup’s facilities throughout the world as

part of their ongoing engagement to ensure they are

familiar with all aspects of the business of the Group.

Training is made available to Directors and in FY23,

Directors participated in training on a wide range of

issues, including Environmental, Social Sustainability

and Governance (ESG) matters and future

requirements around reporting on climate change.

Skellerup has a written Diversity Policy in place.

Diversity at Skellerup includes (but is not limited to)

gender, race, ethnicity and cultural background,

disability and physical capability, age, sexual

orientation, and religious or political belief. A gender

composition table of the Skellerup Directors, officers

and management is included on page 88 and a graph

for its entire workforce on page 4. Skellerup maintains

a merit-based environment which provides equal

opportunity for development and recognition based

on performance and a flexible and inclusive work

environment that values differences that create value.

Skellerup remunerates equivalent roles in an

equitable manner.

Skellerup’s Diversity Policy requires measurable

objectives to be set by the Board and reviewed

annually. For FY23, Skellerup set measurable

objectives and reports progress as follows:

1. No Discrimination

Skellerup aims to operate an inclusive workplace

where employees are not discriminated against on the

grounds of gender, gender identity, sexual orientation,

colour, race/ethnicity/cultural background, disability,

age, religious beliefs. In FY23 Skellerup adopted

a target of zero complaints/findings of harassment,

discrimination or victimisation. No such incidents were

reported in FY23.

Board Appointment and Independence – 1 July 2022 to 30 June 2023

DirectorQualificationsGender

Date of

Appointment

Tenure

(completed years)

Independence

John StrowgerLLB (Hons)Male04 March 20158Ye s

David CushingBCom, ACAMale21 August 20175Ye s

Rachel Farrant

BCom, PGDipCom,

FCA, CFIoD

Female02 May 20221Ye s

Alan IsaacCNZM, BCA, FCAMale01 August 20167Ye s

Paul Shearer BComMale21 August 20202Ye s

David MairBE, MBAMale29 November 200616No*

*David Mair is not independent because he is the CEO of Skellerup.

As at the date of this annual report, the Directors, including the dates of their appointment and independence, are:

39
CORPORATE GOVERNANCE

2. Flexible Workplace Environment

Skellerup aims to provide a workplace that

accommodates flexible working arrangements to

encourage diversity of its workforce. The Group’s

goal is to ensure that workplace arrangements are not

an impediment to retention of existing employees or

attracting new employees. Supported by a Working

from Home Policy, flexible workplace arrangements

are implemented throughout the Group where

suitable, to meet the needs of the business and the

circumstances of employees. These arrangements

include reviewing shift -working hours for operating

activities and part-time employment and working-

-from -home arrangements for certain roles. During

FY23, Skellerup moved operating hours at several

manufacturing sites to four-day, 10-hour shifts, which

more effectively and efficiently meet the needs of the

business and provides an additional clear non-working

day for its people. Skellerup plans to consider similar

arrangements for other facilities in the future. As at

30 June 2023, the Group employed 33 employees on

permanent part-time arrangements and employed

61 employees on hybrid working-from-home

arrangements.

3. Pay Equity

Skellerup is committed to ensuring all employees

are paid equitably. It deploys a skills-based model

in its manufacturing facilities, which strengthens the

effectiveness of its teams and ensures its employees are

rewarded in accordance with the skill level they achieve

and maintain. At each annual salary review Skellerup’s

target is for there to be nil equity remuneration issues

arising. At the last annual salary review in June and July

2023, business unit leaders reviewed and confirmed all

roles were clearly defined, and that remuneration was

based on relevant skills, experience, responsibility, effort

and performance, independent of the person in the role.

No equity issues arose from this review. Leaders are

also empowered to monitor performance, development

and changes in scope of roles so that remuneration

changes can be recommended and considered outside

of the annual salary review. Recruitment for new or

replacement roles are based on documented job

descriptions with the assistance of external agencies

to establish a short list of candidates that meet the

requirements of each role and to provide an insight into

the market level of remuneration for each role.

Principle 3 – Board Committees

Skellerup complies with the recommendations of

Principle 3.

The Board has appointed five Board Committees to

assist in carrying out its responsibilities effectively, each

of which operates under a written charter. The Board

regularly reviews the performance of each standing

Committee against its specific written charter.

The delegated responsibilities, powers and authorities

of these Committees are described below:

1. Audit Committee

The Audit Committee currently comprises four non-

executive, independent Directors, one of whom is

appointed as Chair. Other Directors are permitted to

attend meetings of the Audit Committee. The CEO and

the Chief Financial Officer (CFO) attend as ex-officio

members at the invitation of the Audit Committee; the

external auditors attend by invitation of the Chair.

The Audit Committee meets a minimum of four times

each year. Its responsibilities include:

• Advising the Board on accounting policies, practices

and disclosure;

• Reviewing the scope and outcome of the external

audit and the performance of the auditors; and

• Reviewing the half-yearly and annual statements

prior to approval by the Board.

The Audit Committee reports the proceedings of each

of its meetings to the full Board.

The current composition of the Audit Committee is

Alan Isaac (Chair), John Strowger, David Cushing and

Rachel Farrant. The members of the Audit Committee

have a broad range of commercial, financial and

risk management experience, as well as relevant

qualifications, as outlined on pages 34 to 35.

2. Health and Safety Committee

The Health and Safety (H&S) Committee comprises

three non-executive, independent Directors, one of

whom is appointed as Chair, plus the CEO (who is also

an executive Director). Other Directors are permitted

to attend meetings of the H&S Committee. The CFO

attends meetings also as an ex-officio member.

The H&S Committee meets a minimum of three times

each year. Its responsibilities include:

• Providing leadership and policy for H&S

management within the Group;

• Advising the Board on H&S strategy and policy and

specifying targets to track performance;

• Reviewing management systems to ensure that they

are appropriate to manage hazards and risks of the

business; and

• Monitoring and reviewing performance by

specifying and receiving timely reports on incidents,

investigations and resultant actions and with the

assistance of internal and external audits.

The H&S Committee reports proceedings of each of its

meetings to the full Board.

40
SKELLERUP ANNUAL REPORT FY23

The current composition of the H&S Committee is John

Strowger (Chair), David Cushing, Paul Shearer and

David Mair.

3. Sustainability Committee

The Sustainability Committee comprises three non-

executive, independent Directors, one of whom is

appointed as Chair, plus the CEO (who is also an

executive Director).

Other Directors are permitted to attend meetings of the

Sustainability Committee. The CFO attends meetings

also as an ex-officio member.

The Sustainability Committee meets a minimum of

twice each year. Its responsibilities include:

• Assisting the Board in setting a sustainability

strategy that captures the material issues relevant to

Skellerup and creates long term value;

• Providing guidance to the development and

implementation of sustainability policies, initiatives,

programmes and activities;

• Considering current and emerging sustainability-

related matters that may affect Skellerup and its

business, operations or performance and making

recommendations;

• Ensuring alignment between community

engagement and investment initiatives with

sustainability and business objectives;

• Making sure appropriate reporting mechanisms

are in place as well as processes to assess the

effectiveness of any sustainability policies and

initiatives; and

• Monitoring compliance with any relevant

sustainability policies and reviewing the alignment

of Skellerup’s activities with its commitment to

sustainability matters.

The Sustainability Committee reports proceedings of

each of its meetings to the full Board.

The current composition of the Sustainability Committee

is Rachel Farrant (Chair), Alan Isaac, Paul Shearer and

David Mair.

4. Remuneration Committee

The Remuneration Committee comprises four non-

executive, independent Directors, one of whom is

appointed as Chair. Other Directors are permitted to

attend meetings of the Committee.

The Remuneration Committee meets as required to:

• Review the remuneration packages of the CEO and

senior managers; and

• Make recommendations to shareholders in relation

to non-executive Directors’ remuneration packages.

Remuneration packages are reviewed annually.

Independent external surveys are used as a basis for

establishing competitive packages. The CEO and CFO

only attend Remuneration Committee meetings at the

invitation of the Committee.

The current composition of the Remuneration

Committee is John Strowger (Chair), Alan Isaac,

Paul Shearer and David Cushing.

Board and Committee Attendance – 1 July 2022 to 30 June 2023

DirectorBoardAudit Health & SafetySustainabilityRemunerationNomination

John Strowger8 of 85 of 54 of 4N/A3 of 31 of 1

Liz Coutts +3 of 31 of 11 of 1N/A2 of 2N/A

David Cushing7 of 84 of 53 of 4N/A2 of 31 of 1

Rachel Farrant8 of 85 of 5N/A4 of 4N/AN/A

Alan Isaac8 of 85 of 5N/A3 of 43 of 3N/A

Paul Shearer 8 of 8N/A4 of 44 of 43 of 3N/A

David Mair *8 of 85 of 5*4 of 44 of 4N/AN/A

+ Liz Coutts retired from the Board on 26 October 2022.

* David Mair attends Audit Committee meetings ex-officio at the invitation of the Committee.

Skellerup has a Takeover Response Policy in place. The purpose of this policy is to ensure that Skellerup is

well prepared for an approach and, therefore, it will be better able to control the takeover response process

and respond in a professional, timely and coordinated manner and in the best interests of Skellerup and its

shareholders. The Takeover Response Policy includes the option of establishing an independent takeover

committee, and the likely composition of such a committee, should it be required.

41
CORPORATE GOVERNANCE

5. Board Nomination Committee

The Board Nomination Committee comprises two

non-executive, independent Directors, one of whom is

appointed as Chair. Other Directors are permitted to

attend meetings of the Board Nomination Committee.

It meets as required to recommend new appointments

to the Board.

Board composition is regularly reviewed by the full

Board and the Board Nomination Committee to ensure

the collective skill set is appropriate for the Group and

to ensure appropriate succession planning.

The current composition of the Board Nomination

Committee is John Strowger (Chair) and David Cushing.

Principle 4 – Reporting and Disclosure

Skellerup complies with the recommendations of

Principle 4.

1. Financial Reporting

The Board demands integrity in financial reporting and

in the timeliness and balance of information disclosed.

The financial progress of Skellerup’s two divisions is

reported separately to the Board each month to enable

divisional financial performance to be reviewed in the

context of the Company’s strategies and objectives.

Monthly reporting also provides information on

H&S, key opportunities, personnel, customers and

suppliers, and risks facing the business, and the steps

being taken to optimise outcomes.

The Audit Committee oversees the quality and

integrity of external financial reporting, including the

accuracy, completeness and timeliness of financial

statements. The Company seeks to provide clear,

concise financial statements and recognises the

value of providing shareholders with financial and

non-financial information including environmental,

economic and social sustainability risk management

as reported in this annual report.

Management accountability for the integrity of the

Company’s financial reporting is reinforced in writing

by certification of the CEO and CFO that the financial

statements fairly present the financial results and

position of the Group.

2. Non-financial Reporting

The Company combines its non-financial

reporting within its annual report, recognising the

interdependence of financial and non-financial matters

to the long-term sustainability of the business.

Non-financial reporting disclosures are not subject to

external review.

Left to right: David Mair and Paul Shearer

42
SKELLERUP ANNUAL REPORT FY23

These disclosures are compiled by employees with the

appropriate knowledge and experience and reviewed

and approved by the CFO and CEO.

The principal focus for FY23 has been to ensure

the Company is prepared for mandatory climate

reporting in the 2024 financial year under the Climate-

related Disclosures (CRD) regime in New Zealand, as

established by the External Reporting Board (XRB).

The Company continues to develop its wider ESG

framework and to pursue ESG initiatives on a prudent

and commercial basis. For further information on

Skellerup’s progress throughout FY23, see page 28.

The Company has a written Continuous Disclosure

Policy and clear processes in place to ensure

compliance with the continuous disclosure

requirements that come with being a listed company.

This policy is reviewed annually and circulated to

Directors and employees, along with further guidance

on the application of the policy and additional

reminders about its purpose and importance.

Continuous disclosure is a standing agenda item

for each Board meeting. At each meeting, the Board

considers whether there is any relevant material

information that should be disclosed to the market and

minutes the outcome of that consideration, whether or

not any disclosure obligation is identified.

Principle 5 – Remuneration

Skellerup complies with the recommendations of

Principle 5.

The Board’s Remuneration Committee operates under

a written Charter, which outlines its membership,

procedures, responsibilities and authority.

The Remuneration Committee is responsible for

reviewing remuneration packages of the CEO and

senior managers and making recommendations to

shareholders in relation to non-executive Directors’

remuneration.

Skellerup has a written Remuneration Policy in

place, which is available on the Company’s website.

The Remuneration Policy outlines the remuneration

principles that apply to Directors, officers and senior

managers of Skellerup to ensure that remuneration

practices are fair and appropriate for the organisation,

and there is a clear link between remuneration and

performance. The guiding principles of this policy

are that the remuneration of Directors, officers and

managers will be transparent, fair and reasonable

to meet the needs of the business and shareholders.

Skellerup does not make discretionary sign-on,

retention or departure payments to incoming or

existing employees. Skellerup does not extend loans

to Directors, officers and managers.

Directors’ Remuneration

The Directors’ remuneration, except for the CEO’s,

is paid in the form of Directors’ fees. Additional

fees are paid to the Chairs of the Board, Audit and

Sustainability Committees to reflect the additional

responsibilities of these positions. Non-executive

Directors are paid a fixed cash fee and are not part of

any incentive or share scheme. Skellerup does not pay

retirement benefits to non-executive Directors.

The current annual fee pool for payment of non-

executive Directors is $650,000. This was approved

by shareholders at the Company’s 2021 Annual

Meeting. During FY23 the number of Directors was

increased above the number appointed when the pool

was approved. The increase in Directors was made

temporarily to manage Board succession ahead of the

retirement of Liz Coutts. As a result, in accordance with

NZX Listing Rules, the aggregate remuneration paid to

all non-executive Directors was increased by the amount

necessary to remunerate the additional Director.

The total fees paid to non-executive Directors in

FY23 amounted to $666,666. Details of Directors’

remuneration are shown on page 87.

CEO’s Remuneration

The CEO’s remuneration consists of fixed remuneration,

a short-term incentive (STI) and a long-term incentive

(LTI). This is reviewed annually by the Remuneration

Committee and the Board. Total remuneration paid to

the CEO in FY23 and in prior financial years, together

with a description of the share-based LTI scheme in

place for the CEO, is detailed on page 87. No loans have

been made to the CEO nor to any other executive of the

Skellerup Group.

Fixed Annual Remuneration

Fixed annual remuneration includes base salary and

employer superannuation contributions, where provided.

Base salary is determined by the scale and complexity

of the role. The Group undertakes remuneration reviews

as needed, informed by an assessment of relative

external market data and organisational context.

Short-term Incentives (STI)

Senior executives’ remuneration comprises a

combination of fixed and at-risk components. Payment

of the at-risk component is linked to exceeding

previous best annual financial performance in the

areas of the business for which each executive

is responsible or, in some circumstances, the

achievement of specific targets. The goals and targets set

in each category are specific, objective and measurable,

such that there is an accurate judgement each year as to

whether the goal has been achieved or not.

43
CORPORATE GOVERNANCE

The CEO approves (with notification to the

Remuneration Committee) the annual STI payments

for all entitled staff other than the CEO and CFO. STI

payments are fully accrued in the year to which they

relate. The Board approves the annual STI payments for

the CEO and CFO and their targets for the year ahead.

Long-term Incentives (LTI)

The Company operates an LTI scheme for the benefit

of senior executives. The LTI scheme is intended to

reward and retain key employees, drive longer-term

performance and decision-making, and align incentives

with the interests of shareholders.

The LTI scheme permits the Board to grant options to

acquire fully-paid shares in the Company.

The most recent grant was made in October 2022.

Details are provided in Note 18 to the financial

statements.

Performance, Development and Remuneration Review

Performance and development reviews are completed

to inform decisions around remuneration adjustments.

The remuneration review process also includes

consideration of market information and, in the case of

employees under Collective Employment Agreements,

negotiations with unions.

Pay Gap

The pay gap represents the number of times greater

the CEO’s remuneration is to an employee paid at the

median of all Group employees. As at 30 June 2023, the

CEO’s base salary at $725,000 was 11.9 times that of

the median employee at $61,100 per annum.

Principle 6 – Risk Management

Skellerup complies with the recommendations of

Principle 6.

The Board is responsible for the Group’s risk

management and internal control system. Each

Director has a sound understanding of the key risks

faced by Skellerup. The Board reviews the Group’s

Risk Management Report prepared by the CEO and

management on a semi-annual basis and specific

items, including the Group’s approach to managing

information systems risks, are monitored monthly.

The Risk Management Report identifies key risks and

strategies to manage these risks. The Board ensures

that adequate external insurance cover is in place

appropriate to the Company’s size and risk profile.

The Board is regularly briefed on the Group's plans

and management of information security risks.

There were no material information security breaches

in FY23 and the preceding year.

The Audit Committee monitors the Company’s system

of internal financial control with the aid of reviews and

reports prepared by external providers and periodic

certification by the CEO and CFO. This system

includes clearly defined policies controlling treasury

operations and capital expenditure authorisation.

The CFO is responsible for ensuring that all operations

within the Group adhere to the Board-approved

financial control policies.

The H&S Committee leads and monitors H&S

management within the Group. The Company

operates a comprehensive H&S framework across

all its businesses to identify and address workplace

hazards and to monitor and review compliance with

H&S policies and procedures. Board review of H&S is

a priority and is facilitated by both the activities of the

H&S Committee and the receipt and review of H&S

reports at each Board meeting. This review is further

facilitated by regular visits to key sites, providing the

opportunity to engage and query staff at all levels of the

organisation.

Details of Skellerup’s H&S performance for FY23 is

shown on page 4.

Principle 7 – Auditors

Skellerup complies with the recommendations of

Principle 7.

The Board ensures the quality and independence of

the external audit process, which culminates in the

audit report issued in relation to the annual financial

statements.

The Board has an established framework for Skellerup’s

relationship with its external auditor and to ensure

independence of the Company’s external auditor is

maintained, a written Audit Independence Policy has

been implemented. The Audit Independence Policy

sets out guidelines to be followed to ensure that related

assurance and other services provided by Skellerup’s

auditor are not perceived as conflicting with the

independent role of the external auditor. The Audit

Committee approves any non-audit services that are

provided by the external auditor. Management and

the external auditor are invited to attend meetings of

the Audit Committee. The Audit Committee meets with

the external auditor without any representatives of

management present at least twice per year.

Skellerup’s external auditor is Ernst & Young (EY) and

was reappointed by shareholders at the 2022 Annual

Meeting in accordance with the Companies Act 1993.

The EY audit partner responsible for the Skellerup

audit was appointed during FY23 and will act for a

maximum of five years.

44
SKELLERUP ANNUAL REPORT FY23

The EY audit partner attends the annual meetings

and is available to answer questions relating to the

audit. The EY audit partner attended the 2022 Annual

Shareholders’ Meeting and is expected to attend the

2023 Annual Shareholders’ Meeting.

EY is asked to provide the Audit Committee with written

confirmation that, in their view, they were able to operate

independently during the FY23 audit. During FY23, EY

has not provided any non-audit services to the Group.

Skellerup maintains an internal audit function with the

assistance of external advisors. Skellerup reviews the

residual risks from its semi-annual Risk Management

Report to determine priorities for consideration for

internal audit review. The Audit Committee reviews and

approves all internal audit activity and meets with the

internal auditors as required.

The significant issues and judgements considered

by the Audit Committee are disclosed in Note f of the

financial statements on page 58.

Principle 8 – Shareholder Rights

and Relations

Skellerup complies with the recommendations of

Principle 8.

The Board aims to ensure that shareholders are kept

informed of developments affecting the Company and

encourages shareholders to engage with the Company.

Information is communicated to shareholders and other

key stakeholders through the annual and interim reports,

disclosures to the NZX, and at annual meetings.

The Board encourages shareholders to attend and

participate fully at annual meetings to ensure they

exercise the opportunity to ask questions about the

Company and its performance. Voting of shareholders

is by poll, on the basis of one share, one vote. In 2022,

the Company’s annual meeting was a hybrid meeting

allowing those not present at the meeting venue in

Auckland, New Zealand, to actively participate and

shareholders were provided with a virtual meeting

guide ahead of the annual meeting. Shareholders and

their proxies were able to vote and ask questions and to

view the live presentations whether they attended the

meeting in person or online.

All shareholders have the option to elect to receive

electronic communications from the Company through

the Company’s share registrar (Computershare) and by

electing to receive email notifications of investor news

from the Company.

In addition to shareholders, Skellerup has a wide

range of stakeholders and maintains open channels

of communication for all audiences, including

the investing community, regulators, employees,

customers and suppliers.

The Company maintains information for shareholders

on its website at www.skellerupholdings.com.

This includes a description of Skellerup’s business

and structure, copies of key corporate governance

documents and policies, and all information released

to the NZX. Shareholders are able to receive all

communication from Skellerup electronically.

The Board respects the interests of all shareholders in

the Company. Skellerup strives to manage its business

in a manner that delivers long-term shareholder

value by delivering consistent, quality solutions for

customers, a work environment that is safe and delivers

development opportunities for its employees, and

meets or exceeds the compliance requirements in the

environments in which the Company operates.

No major decisions which may change the nature of

Skellerup were made during FY23 and therefore no

such matters were required to be put to shareholders.

Similarly, Skellerup did not seek additional equity

capital in FY23 and therefore there was no such offer

to be made to shareholders on a pro rata basis. Notice

of the 2022 Annual Meeting (being the only meeting of

shareholders called in FY23) was given more than 20

working days prior to the meeting.

45
CORPORATE GOVERNANCE

46

47
Consolidated

Financial Statements

For the year ended 30 June 2023

48
SKELLERUP ANNUAL REPORT FY23

A member firm of Ernst & Young Global Limited





Independent auditor’s report to the Shareholders of Skellerup Holdings Limited

Opinion

We have audited the financial statements of Skellerup Holdings Limited (“the company”) and its

subsidiaries (together “the group”) on pages 52 to 85, which comprise the consolidated balance sheet of

the group as at 30 June 2023, and consolidated income statement, consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated cash flow

statement for the year then ended of the group, and the consolidated notes to the financial statements

including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 52 to 85 present fairly, in all material

respects, the consolidated financial position of the group as at 30 June 2023 and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand equivalents

to International Financial Reporting Standards and International Financial Reporting Standards.

This report is made solely to the company's shareholders, as a body. Our audit has been undertaken so

that we might state to the company's shareholders those matters we are required to state to them in an

auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the company and the company's shareholders, as a body, for

our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We are independent of the group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

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

our opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the company or any of

its subsidiaries. Partners and employees of our firm may deal with the group on normal terms within the

ordinary course of trading activities of the business of the group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial

statements section of the audit report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of material

misstatement of the financial statements. The results of our audit procedures, including the procedures

49
AUDIT REPORT

A member firm of Ernst & Young Global Limited





performed to address the matters below, provide the basis for our audit opinion on the accompanying

consolidated financial statements.

Scoping of the audit

Why significant How our audit addressed the key audit matter

Skellerup is a global business with over

half of the group’s revenue generated in

countries other than New Zealand.


A significant area of focus when

conducting the audit was assessing the

sufficiency of audit evidence obtained in

differing geographic locations and

businesses (“components”) to enable us

to reach our opinion on the consolidated

financial statements as a whole. This was

both with respect to the determination

and allocation of materiality as well as the

determination of the nature and extent of

procedures to be performed at each

location.


As the coordinating primary team (“group audit team”), EY

New Zealand assigned a scope to each component team in all

significant locations. Consideration was given to the nature,

size and risks associated with each of the group’s significant

businesses.


As a result of this assessment, each business was allocated a

scope reflecting the extent of audit procedures required and

a materiality reflecting the

size and risk profile of the

component relative to the group.


The group audit team communicated to the component audit

teams significant risk areas to be considered and the

information to be reported back to the group audit team. The

component and group teams then determined the extent and

nature of audit procedures to be performed.


In order to obtain sufficient coverage of group balances, the

group audit team performed analytical procedures in relation

to a number of smaller business units.


All component teams were required to provide written

confirmation to the group audit team explaining (where

relevant) the work performed, the results of that work as well

as key documents supporting any significant findings or

observations.


The group audit team

held discussions with Skellerup

management and/or component teams in all major locations.

During these discussions, the work performed by each team

was discussed including any key judgements as

well as

findings relevant to the group audit. In selected instances

the group audit team reviewed elements of the component

team’s workpapers.


We reported to the Audit Committee:

i) The results of audit procedures and testing performed by

both the group and components teams; and

ii) Any misstatements identified that warrant reporting based

on quantitative or qualitative grounds.

Information other than the financial statements and auditor’s report

The directors of the company are responsible for the Annual Report, which includes information other

than the consolidated financial statements and auditor’s report.

50
SKELLERUP ANNUAL REPORT FY23

A member firm of Ernst & Young Global Limited





Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained during the audit, or otherwise appears

to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control as the

directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf

of the entity the group’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with International Standards on Auditing (New Zealand) will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements

is located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Susan Jones.



Chartered Accountants

Auckland

17 August 2023

A member firm of Ernst & Young Global Limited





Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained during the audit, or otherwise appears

to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control as the

directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf

of the entity the group’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with International Standards on Auditing (New Zealand) will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements

is located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Susan Jones.



Chartered Accountants

Auckland

17 August 2023

A member firm of Ernst & Young Global Limited





Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained during the audit, or otherwise appears

to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control as the

directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf

of the entity the group’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with International Standards on Auditing (New Zealand) will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements

is located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Susan Jones.



Chartered Accountants

Auckland

17 August 2023

51
CONSOLIDATED FINANCIAL STATEMENTS

Directors’

Responsibility

Statement

For the year ended 30 June 2023

The Directors are responsible for the preparation,

in accordance with New Zealand law and generally

accepted accounting practice, of financial statements,

which give a true and fair view of the financial position

of the Skellerup Holdings Limited Group as at 30 June

2023, and the results of their operations and cash flows

for the year ended 30 June 2023.

The Directors consider that the financial statements

of the Group have been prepared using accounting

policies appropriate to the Group’s circumstances,

consistently applied and supported by reasonable

judgements and estimates, and that all applicable

New Zealand Equivalents to International Financial

Reporting Standards have been followed.

The Directors have responsibility for ensuring that

proper accounting records have been kept which

enable, with reasonable accuracy, the determination

of the financial position of the Group and enable them

to ensure that the financial statements comply with the

Financial Reporting Act 1993.

John Strowger

Chairman

Alan Isaac

Independent Director

The Directors have responsibility for the maintenance

of a system of internal control designed to provide

reasonable assurance as to the integrity and reliability

of financial reporting. The Directors consider that

adequate steps have been taken to safeguard the

assets of the Group and to prevent and detect fraud

and other irregularities.

The Directors are pleased to present the Group

financial statements of Skellerup Holdings Limited for

the year ended 30 June 2023.

The Group financial statements are dated 17 August

2023 and are signed in accordance with a resolution

of the Directors made pursuant to section 211 of the

Companies Act 1993.

For and on behalf of the Directors

52
SKELLERUP ANNUAL REPORT FY23

Income Statement

for the year ended 30 June 2023


Note

2023

$000

2022

$000

Revenue2333,537 316,829

Cost of sales(194,409)(190,401)

Gross profit139,128 126,428

Other income/(expenses)4(343)2,688

Selling, general and administration expenses(67,126)(62,356)

Profit for the year before tax, finance costs and share of profit

of associates71,659 66,760

Finance costs16(4,594)(2,249)

Share of net profit of associates accounted for using the equity method(78)(224)

Profit for the year before tax66,987 64,287

Income tax expense5(16,046)(16,474)

Net after-tax profit for the year, attributable to owners of the Parent50,941 47,813

Earnings per share

Basic earnings per share (cents)1926.02 24.48

Diluted earnings per share (cents)1925.82 24.26

The above Income Statement should be read in conjunction with the accompanying notes.

53
CONSOLIDATED FINANCIAL STATEMENTS

Statement of Comprehensive Income

for the year ended 30 June 2023


Note

2023

$000

2022

$000

Net profit after tax for the year50,94147,813

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Net gains/(losses) on cash flow hedges172,325(3,704)

Income tax related to gains/(losses) on cash flow hedges5(651)1,037

Foreign exchange movements on translation of overseas subsidiaries171,9664,797

Income tax related to gains/(losses) on foreign exchange movements

with overseas subsidiaries596(177)

Other comprehensive income net of tax3,7361,953

Total comprehensive income for the year attributable to equity holders

of the Parent54,67749,766

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

54
SKELLERUP ANNUAL REPORT FY23

Balance Sheet

as at 30 June 2023


Note

2023

$000

2022

$000

Current assets

Cash and cash equivalents617,09414,796

Trade and other receivables and prepayments757,51563,870

Inventories874,88669,595

Income tax receivable805202

Derivative financial assets22109367

Total current assets150,409 148,830

Non-current assets

Property, plant and equipment990,32089,757

Right-of-use assets931,83927,966

Deferred tax assets53,1674,021

Goodwill1063,59661,453

Intangible assets102,8153,032

Investment in associate-1,513

Derivative financial assets2283172

Total non-current assets192,568 187,814

Total assets342,977 336,644

Current liabilities

Bank overdraft61,624-

Trade and other payables1127,08236,192

Provisions125,0855,949

Income tax payable1,6056,021

Lease liabilities – short term146,1185,482

Derivative financial liabilities221,8582,252

Total current liabilities43,372 55,896

Non-current liabilities

Provisions121,8132,155

Interest-bearing loans and borrowings1342,30040,000

Deferred tax liabilities52,0871,820

Lease liabilities – long term1427,59423,708

Derivative financial liabilities223751,857

Total non-current liabilities74,169 69,540

Total liabilities117,541 125,436

Net assets225,436 211,208

Equity

Equity attributable to equity holders of the Parent

Share capital1572,40672,406

Reserves17(3,057)(6,603)

Retained earnings20156,087145,405

Total equity225,436 211,208

The above Balance Sheet should be read in conjunction with the accompanying notes.

55
CONSOLIDATED FINANCIAL STATEMENTS

Statement of Changes in Equity

for the year ended 30 June 2023

Fully Paid

Ordinary

Shares

Cash Flow

Hedge

Reserve

Foreign

Currency

Translation

Reserve

Employee

Share Plan

Reserve

Retained

Earnings

Total

Note$000$000$000$000$000$000

Balance 1 July 202172,406166(9,461)296132,742196,149

Net profit after tax for the year ended

30 June 2022

----47,81347,813

Other comprehensive income-(2,667)4,620--1,953

Total comprehensive income for the year-(2,667)4,620-47,81349,766

Share incentive scheme---443-443

Dividends----(35,150)(35,150)

Balance 30 June 202272,406(2,501)(4,841)739145,405211,208

Net profit after tax for the year ended

30 June 2023----50,94150,941

Other comprehensive income17-1,6742,062--3,736

Total comprehensive income for the year-1,6742,062-50,94154,677

Share incentive scheme18---(190)813623

Dividends20----(41,072)(41,072)

Balance 30 June 202372,406(827)(2,779)549156,087225,436

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

56
SKELLERUP ANNUAL REPORT FY23

Cash Flow Statement

for the year ended 30 June 2023


Note

2023

$000

2022

$000

Cash flows from operating activities

Receipts from customers339,860309,427

Interest received576

Dividends received22

Payments to suppliers and employees(260,633)(249,323)

Income tax refund/(paid)(20,578)(14,541)

Interest and bank fees paid(3,183)(1,262)

Interest on right-of-use asset leases(1,411)(987)

Net cash flows from/(used in) operating activities54,114 43,322

Cash flows from investing activities

Proceeds from sale of property, plant and equipment546655

Payments for property, plant and equipment(7,751)(9,482)

Payments for intangible assets (496)(704)

Acquisition of a business, net of cash acquired(862)(10,216)

Net cash flows from/(used in) investing activities(8,563)(19,747)

Cash flows from financing activities

Proceeds from/(repayments for) loans and advances132,28415,601

Repayments of lease liabilities(6,030)(5,487)

Dividends paid to equity holders of Parent(41,072)(35,150)

Net cash flows from/(used in) financing activities(44,818)(25,036)

Net increase/(decrease) in cash and cash equivalents733(1,461)

Cash and cash equivalents at the beginning of the year14,79615,673

Effect of exchange rate fluctuations(59)584

Cash and cash equivalents at the end of the year615,470 14,796

The above Cash Flow Statement should be read in conjunction with the accompanying notes.

Reconciliation of net profit after tax to net cash flow from operations

2023

$000

2022

$000

Net profit after tax50,94147,813

Adjustments for:

Depreciation and impairment – property, plant and equipment7,8387,302

Depreciation and impairment – right-of-use assets6,6635,868

Amortisation732593

(Gain)/loss on sale of assets(143)(250)

Foreign currency movements27(674)

Bad debts written off209-

Increase/(decrease) in allowance for expected credit losses(152)(3)

Share of profit in associates(78)(224)

Net movement in working capital(11,923)(17,103)

Net cash inflow from operating activities54,114 43,322

57
CONSOLIDATED FINANCIAL STATEMENTS

Reporting Entity

Skellerup Holdings Limited (‘the Company’ or ‘the Parent’) is a limited liability company incorporated and domiciled in New

Zealand. It is registered under the Companies Act 1993 with its registered office at Level 3, 205 Great South Road, Greenlane,

Auckland. The Company is a Reporting Entity in terms of the Financial Markets Conduct Act 2013 and is listed on the New

Zealand Exchange (NZX Main Board) with the ticker SKL. These financial statements were authorised for issue in accordance

with a resolution of the directors on 17 August 2023.

(a) Nature of operations

The Skellerup Group of companies design, manufacture, and distribute engineered products for a variety of specialist

industrial and agricultural applications. Skellerup’s operations are split into two units: the Agri Division, a world leading

provider of food grade dairy rubberware, filters, and animal health products to the global dairy industry; and the Industrial

Division, a global specialist for technically demanding products used in water, roofing, plumbing, sport and leisure,

electrical, health and hygiene, automotive and mining applications.

(b) Basis of preparation

These financial statements of the Group, a profit-oriented business, are for the year ended 30 June 2023.

(c) Statement of compliance

The consolidated financial statements for the year ended 30 June 2023 have been prepared in accordance with

New Zealand Generally Accepted Accounting Practices (NZ GAAP) and the requirements of the Financial Markets Conduct

Act 2013. For the purpose of complying with NZ GAAP, the Group is a for-profit entity. The financial statements comply with

New Zealand equivalents to International Financial Reporting Standards (NZ IFRS). The financial statements also comply with

International Financial Reporting Standards (IFRS). The financial statements are presented in New Zealand dollars (NZD) and

all values are rounded to the nearest thousand dollars ($000) unless indicated otherwise.

The Group’s accounting policies have been applied consistently to all periods presented in those financial statements, and

have been applied consistently by all Group entities.

To ensure consistency with the current period, comparative figures have been amended to conform with current period

presentation where appropriate.

The accounting principles recognised as appropriate for the measuring and reporting of profit and loss and financial

position on a historical-cost basis have been applied, except for derivative financial instruments, which have been

measured at fair value.

The preparation of financial statements in accordance with NZ IFRS requires management to make judgements, estimates

and assumptions that affect the application of policies and reported amounts of assets and liabilities,

income and expenses. Actual results may differ from these estimates. Critical accounting judgements, estimates

and assumptions are detailed in Note (f).

(d) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (together

‘the Group’) as at 30 June 2023. Control is achieved when the Group is exposed, or has rights, to variable return from its

involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically,

the Group controls an investee if and only if the Group has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

• Exposure, or rights, to variable returns from its involvement with the investee; and

• The ability to use its power over the investee to affect its returns.

Business combinations are accounted for using the acquisition method. The consideration transferred in a business

combination is measured at fair value. Fair value is calculated as the sum of: the acquisition-date fair values of the assets

transferred by the Group; the liabilities incurred by the Group to former owners; the equity issued by the Group; and

the amount of any non-controlling interest in the acquiree. For each business combination, the Group measures the non-

controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.

Acquisition-related costs are expensed as incurred.

Notes to the Financial Statements

for the year ended 30 June 2023

58
SKELLERUP ANNUAL REPORT FY23

In preparing the consolidated financial statements, all inter-company balances, income and expense transactions, and profit

and losses resulting from intra-Group activities, have been eliminated.

(e) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency that best reflects

the economic substance of the underlying events and circumstances relevant to that entity (the ‘functional currency’). The

consolidated financial statements are presented in New Zealand dollars (the ‘presentation currency’), which is the functional

currency of the Parent.

Transactions and balances

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies at the balance sheet date are translated to New Zealand dollars at the

foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income

statement, except when deferred in OCI as qualifying cash flow hedges.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using

the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that

are stated at fair value are translated to New Zealand dollars at foreign exchange rates ruling at the dates the fair value was

determined.

Group companies

The assets and liabilities of all Group companies that have a functional currency that differs from the presentation

currency, including goodwill and fair value adjustments arising on consolidation, are translated to New Zealand dollars

at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of these foreign operations

are translated to New Zealand dollars at rates approximating the foreign exchange rates ruling at the dates of the

transactions. Exchange differences arising from the translation of foreign operations are recognised in the foreign

currency translation reserve. On any disposal of a foreign operation, the component of OCI relating to that particular

foreign operation is reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities

of the foreign entity and are translated at the foreign exchange rates ruling at the balance sheet date.

(f) Significant accounting judgements and assumptions

In the process of applying the Group’s accounting policies, a number of judgements have been made and estimates

of future events applied. Judgements and estimates which are material to the financial statements are found in the

following note.

• Note 10 Impairment of goodwill page 68

59
CONSOLIDATED FINANCIAL STATEMENTS

1. Segment Information

An operating segment is a distinguishable component of the entity which is reported as an organisational unit, engages in

business activities, earns revenue and incurs expenses, and whose operating results are reviewed regularly by the chief

operating decision-maker to allocate resources and assess performance.

The Group’s operating segments are Agri and Industrial, being the divisions reported to the executive management and

Board of Directors to assess performance of the Group and allocate resources. The principal measure of performance for each

segment is EBIT (earnings before interest and tax). As a result, finance costs and taxation have not been allocated to each

segment.

Agri Division

The Agri Division manufactures and distributes dairy rubberware which includes milking liners, tubing, filters and feeding

teats, together with other related agricultural products and dairy vacuum pumps to global agricultural markets.

Industrial Division

The Industrial Division manufactures engineered products across a range of industrial applications, including potable and

waste water, roofing, plumbing, sport and leisure, electrical, health and hygiene.

Corporate Division

The Corporate Division is not an operating segment, and includes the Parent company and other central administration

expenses that have not been allocated to the Agri and Industrial Divisions.

(a) Business segment analysis

For the year ended 30 June 2023

Agri

$000

Industrial

$000

Corporate

$000

Eliminations

$000

Total

$000

Revenue117,025216,840-(328)333,537

Segment EBIT34,03142,903(5,258)(17)71,659

Profit before tax, finance costs and share

of profit of associate71,659

Finance costs(4,594)

Share of net profit of associate(78)

Profit for the year before tax66,987

Income tax expense(16,046)

Net after-tax profit50,941

Assets and liabilities

Segment assets130,604190,17222,201-342,977

Segment liabilities15,35750,02452,160-117,541

Net assets (liabilities)115,247140,148(29,959)-225,436

Other segment information

Additions to fixed assets and intangibles2,3768,0733-10,452

Cash flow

Segment EBIT34,03142,903(5,258)(17)71,659

Adjustments for:

- Depreciation and amortisation5,1469,960127-15,233

- Non-cash items--(137)-(137)

Movement in working capital(2,225)(7,319)(2,392)13(11,923)

Segment cash flow36,95245,544(7,660)(4)74,832

Finance and tax cash expense(23,761)

Movement in finance and tax accrual3,043

Net cash flow from operating activities54,114

Notes to the Financial Statements

for the year ended 30 June 2023

60
SKELLERUP ANNUAL REPORT FY23

1. Segment Information (continued)

For the year ended 30 June 2022

Agri

$000

Industrial

$000

Corporate

$000

Eliminations

$000

Total

$000

Revenue110,540206,353-(64)316,829

Segment EBIT33,59739,093(5,930)-66,760

Profit before tax, finance costs and share

of profit of associate

66,760

Finance costs(2,249)

Share of net profit of associate(224)

Profit for the year before tax64,287

Income tax expense(16,474)

Net after-tax profit47,813

Assets and liabilities

Segment assets132,330182,43321,881-336,644

Segment liabilities16,90152,53156,004-125,436

Net assets (liabilities)115,429129,902(34,123)-211,208

Other segment information

Additions to fixed assets and intangibles2,32516,23959-18,623

Cash flow

Segment EBIT33,59739,093(5,930)-66,760

Adjustments for:

- Depreciation and amortisation4,9368,707120-13,763

- Non-cash items--(1,151)-(1,151)

Movement in working capital(6,480)(11,480)857-(17,103)

Segment cash flow32,05336,320(6,104)-62,269

Finance and tax cash expense(15,803)

Movement in finance and tax accrual(3,144)

Net cash flow from operating activities43,322

Major customers

The Agri and Industrial Divisions generate revenue from a large number of customers. For the Agri Division, the three

largest customers account for 36.8% (2022: 38.4%) of the Agri Division revenue. For the Industrial Division, the three largest

customers account for 9.3% (2022: 11.1%) of the Industrial Division revenue.

61
CONSOLIDATED FINANCIAL STATEMENTS

1. Segment Information (continued)

(b) Geographical revenue

Revenue from external customers by geographical location is detailed below. Revenue is attributed to each geographical

location based on the location of customers. Differences in foreign currency translation rates can impact comparisons

between years.

2023

$000

2022

$000

North America118,639104,095

New Zealand75,60275,342

Australia49,11348,090

Europe41,55139,668

Asia25,28828,563

United Kingdom and Ireland20,83117,513

Other2,5133,558

Total revenue333,537316,829

(c) Assets by geographical location

The non-current segment assets are scheduled by the geographical location in which the asset is held. The non-current

assets, which include property, plant and equipment, right of use assets, goodwill and intangible assets for each

geographical location, are as follows:

2023

$000

2022

$000

New Zealand123,725127,449

United Kingdom and Ireland18,50318,300

Europe14,08812,674

Australia13,31910,863

North America11,4375,671

Asia7,4987,251

Non-current assets188,570182,208

2. Operating Revenue

The Group is in the business of designing, manufacturing and distributing engineered products. Revenue from contracts with

customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects

the consideration to which the Group expects to be entitled in exchange for those goods and services. The Group has

concluded that it is the principal in its revenue arrangements, because it controls the goods and services before transferring

them to the customer.

The Agri and Industrial segments have similar performance obligations. The performance obligation is satisfied upon

delivery of product and payment is generally due within 30 to 120 days of delivery. Some contracts provide customers

with volume rebates which give rise to variable consideration and are accounted for accordingly. There are no

maintenance or service contracts with customers.

62
SKELLERUP ANNUAL REPORT FY23

3. Expenditure included in Net Profit for the Year

Net profit for the year has been arrived at after charging the items noted below. Where the GST/VAT incurred on a purchase

of goods and services is not recoverable from the taxation authority, the GST/VAT is recognised as part of the expense item

as applicable.


Note

2023

$000

2022

$000

Employee benefits expense

Wages and salaries (including annual leave, long-service leave,

sick leave and executive share scheme)60,32762,072

Termination benefits86265

Defined contribution expense3,2932,958

Total employee benefit expense63,70665,295

Depreciation, amortisation and impairment expense

Depreciation and impairment of property, plant and equipment97,8387,302

Depreciation and impairment of right-of-use assets96,6635,868

Amortisation of intangible assets10732593

Total depreciation, amortisation and impairment expense15,23313,763

Total (gain)/loss on disposal of property, plant and equipment(143)(250)

Total product development costs3,8843,662

Short term and low value lease costs435332

Remuneration of auditors

Audit of the financial statements by Parent company auditors792705

Other auditors’ fees for the audit of the financial statements

in foreign jurisdictions115102

Total remuneration of auditors907807

4. Other Income/(Expenses)

2023

$000

2022

$000

Interest income576

Government grants received112496

Realised and unrealised foreign currency gains/(losses)(2,113)882

Other sundry income1,6011,304

Total other income/(expenses)(343)2,688

63
CONSOLIDATED FINANCIAL STATEMENTS

5 . Ta x a t i o n

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered

from, or paid to, 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 by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and

liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• For a deferred income tax liability arising from the initial recognition of goodwill; or

• Where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a

business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and

unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary

differences, and the carry-forward of unused tax assets and unused tax losses can be utilised. The carrying amount of

deferred income tax assets is reviewed at each balance sheet 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.

(a) Income statement

2023

$000

2022

$000

Current income tax

Current income tax charge/(credit)15,680 16,655

Prior-year adjustments(72)(514)

Deferred income tax

Temporary difference reversal/(origination)709 247

Prior-year adjustments(326)90

Effect of movements in tax rates55 (4)

Income tax expense as per income statement16,04616,474

(b) Amounts charged/(credited) to other comprehensive income


Note

2023

$000

2022

$000

Current income tax

Fair value of derivative financial instruments17651(1,037)

Translation of foreign operations17(96)177

Total income tax expense/(credit) relating to other

comprehensive income555(860)

(c) Reconciliation

2023

$000

2022

$000

Total profit before tax as reported66,98764,287

Tax percentage at Parent company rate28%28%

Tax at Parent company rate18,757 18,000

Non-deductible expenses/(non-assessable income)(1,105)(3)

Tax effects of non-New Zealand profits(1,263)(1,095)

Adjustments for prior years(398)(424)

Effect of movements in tax rates55(4)

Income tax as per income statement16,04616,474

64
SKELLERUP ANNUAL REPORT FY23

5. Taxation (continued)

(d) Deferred tax assets and liabilities

2023

$000

2022

$000

Deferred tax assets3,167 4,021

Deferred tax liabilities(2,087)(1,820)

Net tax asset1,0802,201

The movement in the net deferred tax assets and liabilities is provided below:

2023

Opening

Balance

$000

Charged to

Income

$000

Charged to Other

Comprehensive

Income

$000

Acquired on

Purchase of a

Business

$000

Foreign

Currency

Movements

$000

Closing

Balance

$000

Property, plant and equipment(5,929)(5,289)--(76)(11,294)

Provisions and accruals7,1584,851--4412,053

Financial derivatives972-(651)--321

Net tax asset2,201(438)(651)-(32)1,080

2022

Opening

Balance

$000

Charged to

Income

$000

Charged to Other

Comprehensive

Income

$000

Acquired on

Purchase of a

Business

$000

Foreign

Currency

Movements

$000

Closing

Balance

$000

Property, plant and equipment(6,557)669--(41)(5,929)

Provisions and accruals8,058(1,002)-52507,158

Financial derivatives(65)-1,037--972

Net tax asset1,436(333)1,0375292,201

(e) Imputation credit account


Note

2023

$000

2022

$000

Balance at the beginning of the year4,302 2,056

Attached to dividends paid20(7,630)(6,567)

Income tax paid/payable in New Zealand8,956 8,813

Total imputation credits5,6284,302

6. Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an

original maturity of three months or less.

In New Zealand, some Group companies operate bank accounts in overdraft. Under the Group facilities arrangement, bank

facility overdrafts have a legal right of set-off against bank accounts in funds. Therefore, only the net in funds position has

been disclosed.

All cash is available and under the control of the Group and there are no restrictions relating to the use of the cash

balances disclosed.

For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined

above, net of outstanding bank overdrafts. Cash flows are included in the cash flow statement on a gross basis and the

GST/VAT component of cash flows arising from investing and financing activities, which is recoverable from, or payable

to, the taxation authority, is classified as operating cash flows.

2023

$000

2022

$000

Cash at banks and on hand17,09414,796

Bank overdraft(1,624)-

Cash and cash equivalents per cash flow statement15,47014,798

65
CONSOLIDATED FINANCIAL STATEMENTS

7. Trade and Other Receivables and Prepayments

Trade receivables represent the Group’s right to an amount of consideration that is unconditional. Trade receivables are

recognised and measured at the transaction price determined under NZ IFRS 15 Revenue from contracts with customers.

The Group recognises an allowance for expected credit losses where there is an increase in credit risk subsequent to initial

recognition.

2023

$000

2022

$000

Trade receivables49,37456,125

Less allowance for expected credit losses (86)(242)

49,28855,883

GST/VAT receivable599808

Other receivables and prepayments7,6287,179

Total trade and other receivables and prepayments57,51563,870

The average credit period for the sale of goods is 48 days (2022: 50 days). The Group offers credit terms ranging from

30 to 120 days to those customers for whom the Group has been able to validate acceptable credit quality. The credit terms

and limits are reviewed monthly. No interest is charged on the trade receivables.

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.

The matrix uses a probability weighted outcome that takes into account the age of receivables, past events and current

and future conditions. Trade receivables are written off if considered uncollectable.

Of the trade receivables balance at the end of the year, $9.03 million (2022: $11.99 million) representing 18.3%

(2022: 21.5%) of the trade receivables are due from the Group’s three largest customers. The balances due from

these customers are current and are considered to be a low credit risk to the Group.

Ageing of past due but not impaired trade receivables

2023

$000

2022

$000

One to 30 days3,2375,390

31 to 60 days385690

61 days plus8140

Total past due trade receivables3,7036,120

Movement in the allowance for expected credit losses:

Balance at the beginning of the year242227

Impaired losses recognised75 42

Amounts written off as uncollectable(193)(5)

Impairment losses reversed(34)(34)

Net foreign currency exchange differences(4)12

Balance at the end of the year86242

66
SKELLERUP ANNUAL REPORT FY23

8. Inventories

The Group applies an inventory valuation policy of valuing at the lower of original cost or net realisable value. Where

inventory is written down below cost, estimates are made of the realisable value less cost to sell to determine the net

realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as follows:

• Raw materials as the purchase cost on a first-in, first-out basis;

• Finished goods and work-in-progress as the cost of direct materials and labour and a proportion of manufacturing

overheads based on normal operating capacity but excluding borrowing costs.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion

and the estimated costs necessary to make the sale.

Upon sale, the carrying value of inventories is recognised in cost of sales in the income statement.

2023

$000

2022

$000

Raw materials21,68717,062

Work-in-progress1,8952,648

Finished goods51,30449,885

Total inventories74,88669,595

The value of inventories is net of $2,453,432 (2022: $2,371,820) in respect of write-downs across all categories

of inventory to net realisable value. All inventory write-down movements are included in the cost of sales.

9. Property, Plant and Equipment

All classes of property, plant and equipment are recorded initially at cost, including costs directly attributable to

bringing the asset to working condition and ready for its intended use. Subsequently, property, plant and equipment

is measured at cost less accumulated depreciation and accumulated impairment. Depreciation of property, plant and

equipment, other than freehold land, which is carried at cost, is calculated on a straight-line basis over the estimated

useful life of the asset as follows:

Buildings: 40 years

Plant and equipment: Two to 30 years

Furniture, fittings and other: Two to 10 years

Right-of-use assets: Term of the lease

The estimation of the useful lives of assets has been based on historical experience, manufacturers’ warranties and

management’s judgement on the performance of the asset. Adjustments to useful lives are made when considered necessary.

At each reporting date, the Group assesses whether or not there is any indication that an asset may be impaired. Where an

indicator of impairment exists, the Group makes a formal estimate of the recoverable amount. Where the carrying amount of

an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

67
CONSOLIDATED FINANCIAL STATEMENTS

9. Property, Plant and Equipment (continued)

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected

to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in

the year in which the item is derecognised.

Note

Freehold

Land

$000

Freehold

Buildings

$000

Plant and

Equipment

$000

Furniture,

Fittings

and Other

$000

Right of

Use Assets


$000

Total

$000

Cost7,08434,483116,7338,20527,828194,333

Balance 1 July 2021

Additions--9,8191,62815,64727,094

Disposals--(1,577)(505)(1,142)(3,224)

Net foreign currency exchange differences--1,964 233 267 2,464

Balance 30 June 20227,08434,483126,9399,56142,600220,667

Additions--7,1511,34710,14918,647

Disposals--(2,066)(1,365)-(3,431)

Net foreign currency exchange differences--633 105 (201)537

Balance 30 June 20237,08434,483132,6579,64852,548236,420

Accumulated depreciation and impairment-4,25070,6336,1659,97891,026

Balance 1 July 2021

Depreciation expense3-9115,4848155,868 13,078

Disposals--(1,266)(410)(1,142)(2,818)

Impairment--76 16-92

Net foreign currency exchange differences--1,453 183 (70)1,566

Balance 30 June 2022-5,16176,3806,76914,634102,944

Depreciation expense3-9116,0009276,663 14,501

Disposals--(1,724)(1,304)-(3,028)

Net foreign currency exchange differences--563 (131)(588)(156)

Balance 30 June 2023-6,07281,2196,26120,709114,261

Carrying value

As at 30 June 20227,08429,32250,5592,79227,966117,723

As at 30 June 20237,08428,41151,4383,38731,839122,159

Right-of-use assets comprise property with a carrying value of $30.9 million (2022: $27.1 million) and motor vehicles and

plant and equipment with a carrying value of $0.9 million (2022: $0.9 million) and represent the Group’s right to use those

underlying assets as a lessee under lease agreements.

Plant and equipment and freehold buildings include work in progress of $566,000 (2022: $1,075,000).

Capital expenditure commitments are $1,494,000 (2022: $672,000)

68
SKELLERUP ANNUAL REPORT FY23

10. Intangible Assets

The Group’s intangible assets consist mainly of goodwill, software costs and customer relationships.


Note

Goodwill

$000

Software

$000

Other

$000

Total

$000

Cost54,90611,28663266,824

Balance 1 July 2021

Additions6,4555411807,176

Disposals-(449)-(449)

Net foreign currency exchange differences9226-118

Balance 30 June 202261,45311,40481273,669

Additions231,350503-1,853

Disposals-(6,142)-(6,142)

Net foreign currency exchange differences79349-842

Balance 30 June 202363,5965,81481270,222

Accumulated amortisation-8,8241809,004

Balance 1 July 2021

Disposals-(449)-(449)

Amortisation expense3-481112593

Net foreign currency exchange differences-36-36

Balance 30 June 2022-8,8922929,184

Disposals-(6,141)-(6,141)

Amortisation expense3-606126732

Net foreign currency exchange differences-36-36

Balance 30 June 2023-3,3934183,811

Carrying value of goodwill and intangible assets

As at 30 June 202261,4532,51252064,485

As at 30 June 202363,5962,42139466,411

Goodwill

Goodwill acquired in a business combination is measured initially at cost, being the excess of the consideration transferred

over the fair value of the Group’s net identifiable assets acquired and liabilities assumed. If this consideration transferred is

lower than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognised in the income

statement. Separately recognised goodwill is tested annually for impairment and carried at cost less any accumulated

impairment losses. Impairment losses on goodwill are not reversed.

Goodwill is tested annually for impairment. An impairment loss is recognised when the carrying amount of the cash

generating unit (CGU) exceeds its recoverable amount, which is the greater of its value in use and fair value less costs to

sell. This requires certain assumptions being made in determining the recoverable amount of the CGU, using a value-in-

use discounted cash flow methodology, to which the goodwill has been allocated. The assumptions used in determining the

recoverable amount and the carrying amount of goodwill are detailed below.

69
CONSOLIDATED FINANCIAL STATEMENTS

10. Intangible Assets (continued)

Software and other intangible assets

Identifiable intangible assets, which are acquired separately or in a business combination, are capitalised at cost at the date

of acquisition and stated at cost less any accumulated amortisation and impairment losses. Subsequent expenditure on

intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it

relates. All other expenditure is expensed as incurred. Software costs are recorded as intangible assets and amortised over

periods of five to 10 years.

Research and development costs

Research costs are expensed as incurred. Development expenditure incurred on an individual project is carried forward

when its future recoverability can be regarded reasonably as assured. Following the initial recognition of the development

expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and

impairment losses.

Any expenditure carried forward is amortised over the period of expected future sales from the related project.

The amortisation period and amortisation method for development costs are reviewed at each financial year-end. If the

useful life or method of consumption is different from that of the previous assessment, changes are made accordingly.

Impairment tests for goodwill

(i) Description of cash-generating units

Goodwill acquired through business combinations has been allocated to the business units acquired, with the exception

of the purchase of Silclear Limited, Nexus Performance Foams Limited and Talbot Advanced Technologies Limited, which

have their own CGUs. In some circumstances business units are combined into a larger CGU for the purposes of testing to

determine fairly the recoverable amount against the value in use.

The goodwill allocated to each CGU is shown in the table below. The changes in goodwill recorded are attributable

to exchange rate movements on the translation of the goodwill balances denominated in foreign currencies and the

acquisition of the remaining 65% interest in Sim Lim Technic LLC. The net present value of future estimated cash flows

exceeds the recoverable amount of goodwill allocated to each CGU based on a value-in-use calculation. A pre-tax

discount rate of 12.72% (2022: 11.81%) has been applied to discount future estimated cash flows to their present value.

Cash-generating unit

2023

$000

2022

$000

Gulf35,60533,783

Ambic8,2557,767

Talbot6,4556,455

Silclear4,8184,913

Nexus4,1634,163

Deks3,8693,941

Stevens Filterite431431

Total goodwill63,59661,453

(ii) Assumptions used to determine the recoverable amount

The estimated future cash flows generated have been determined from the business plans and detailed budgets prepared by

management as part of the annual business planning that is reviewed and approved by the Board of Directors. Such forecasts

analyse and quantify a range of growth objectives which form the basis for determining the business growth

and direction over the next three years.

The estimated cash flow in perpetuity is based upon the forecast year five cash flows and then an estimate of sustainable

growth beyond this time period of 1.5% per annum.

70
SKELLERUP ANNUAL REPORT FY23

10. Intangible Assets (continued)

Key assumptions used in the value-in-use calculations are as follows:

Revenue assumptions

Revenue has been forecast to increase in a range of 0% to 22% per annum (2022: 1% to 20%) on a weighted average basis

over the following five-year period in line with the Group’s strategic business plans to develop and introduce new products,

in addition to continuing to support and grow the Group’s existing global customer relationships.

Discount rate assumptions

The discount rate is intended to reflect the time value of money and the risks specific to each CGU achieving its forecast cash

flows. In determining the appropriate discount rate, regard has been given to the weighted average cost of capital (WACC)

of the Group, which has been updated as at 30 June 2023, to reflect the current market interest rates and the additional

cost of capital applicable in the current risk environment. Any reasonable change to WACC is not expected to result in any

impairment of goodwill.

Commodity cost pricing assumptions

With the base raw material component being synthetic and natural rubbers sourced from Asia, the pricing of these raw

materials can fluctuate: many of the synthetics are by-products of the petrochemical industry, and natural rubbers are

influenced by global supply and demand factors. Pricing assumptions have been made in the Group forecasts that

any cost increases driven by commodity price changes will be passed through to customers.

Market share assumptions

In preparing forecasts, the Group’s business plans show no loss of market share. The Group’s strategy is to continue to

expand in global markets, especially in North America and Europe. This is the case particularly for the Gulf CGU, which has

dedicated manufacturing and distribution capabilities established in these markets.

Growth rate assumptions

The growth rates have been based on business plan assumptions applied in the preparation of the annual business plans

for the new financial year and the following two years, with assumed lower growth rates of 2% (2022: 2%) in years four and

five and 1.5% (2022: 1.5%) in perpetuity. This process is based on key strategies that have been quantified at a product and

customer level, reviewed by senior management and approved by the Board of Directors.

(iii) Sensitivity to assumption changes

Estimates made of future cash flows are based on current market conditions. With trading across a number of different

products covering a wide industry base, and through a number of international markets, the risk of significant change

to cash flow projections is mitigated. Any change in future cash flow projections, which is influenced by price changes,

foreign currency movements and competitor activities, is expected to have only minimal impact and is unlikely to cause an

impairment risk to the goodwill allocated to the various CGUs, particularly with the estimated net present value of each CGU

tested well above the carrying value of assets, including goodwill.

No reasonably possible change in assumptions would lead to an impairment of goodwill.

11. Trade and Other Payables

Trade and other payables are carried at amortised cost and, due to their short-term nature, are not discounted. They

represent liabilities for goods and services provided to the Group 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 paid usually within 30 to 60 days of recognition.

2023

$000

2022

$000

Trade payables11,65018,801

Employee entitlements3,9115,739

Sundry payables and accruals9,66910,075

GST payable1,8521,577

Total trade and other payables27,08236,192

The average credit period on purchases of all goods and services represents an average of 23 days credit

(2022: 38 days credit). The Group has financial risk management policies in place to ensure that all payables

are met within acceptable terms and conditions of purchase.

71
CONSOLIDATED FINANCIAL STATEMENTS

12. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,

it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a

reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the

reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating

to any provision is presented in the income statement net of any reimbursement. Provisions are measured at the present

value of management’s best estimates of the expenditure required to settle the present obligation at the balance date.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash

flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate,

the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is

recognised as a finance cost.

2023

$000

2022

$000

Provisions

Employee entitlements for annual and long-service leave5,8676,628

Warranties1,0311,476

Total provisions6,8988,104

Current5,0855,949

Non-current1,8132,155

Total provisions6,8988,104

Warranties

2023

$000

2022

$000

Balance at the beginning of the year1,4761,911

Additional provisions recognised47204

Reductions arising from payments/sacrifices of economic benefits(425)(441)

Reductions arising from remeasurement or settlement without cost(69)(206)

Net foreign currency exchange differences28

Balance at the end of the year1,0311,476

Employee entitlements

(i) Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to

be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date.

They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick

leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long-service leave

The liability for long-service leave is recognised and measured at the present value of expected future payments to

be made in respect of services provided by employees up to the reporting date using a probability calculation of the

employee reaching the future service milestones. Consideration is given to expected future wage and salary levels,

experience of employee departures and periods of service. Expected future payments are discounted using market

yields on high quality corporate bonds at the reporting date with terms to maturity and currencies that match, as closely

as possible, the estimated future cash outflows.

72
SKELLERUP ANNUAL REPORT FY23

12. Provisions (continued)

(iii) Defined contribution scheme

The Group contributes to post-employment schemes for its employees. Under these schemes, the benefits received

by the employee are determined by the amount of the contribution paid by the Group, together with any investment

returns and, hence, the actuarial and investment risk is borne entirely by the employee. Therefore, because the Group’s

obligations are determined by the amount paid during each period, no actuarial assumptions are required to measure

the obligation or the expense.

Warranties

In determining the level of provision required for warranties, the Group has made judgements in respect of the expected

performance of products and the costs of rectifying any products that do not meet the customers’ quality standards. The

provision for warranty claims represents the present value of the Directors’ best judgement or estimate of the future outflow

of economic benefits that will be required under the Group’s various product warranty programmes.

The estimate has been made on the basis of the expected performance of products, historical warranty trends, the costs

of rectifying any products that do not meet the customers’ quality standards and insurance arrangements the Group has

in place. The actual cost may vary as a result of new materials, altered manufacturing processes or other events affecting

product quality.

13. Interest-bearing Loans and Borrowings

All loans and borrowings are recognised initially at the fair value of the consideration received less directly attributable

transaction costs. After initial recognition, interest-bearing loans and borrowings are measured at amortised cost using

the effective interest method. 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.

2023

$000

2022

$000

Secured, measured at amortised cost

Balance at the beginning of the year40,00024,409

Drawdowns49,51548,500

Repayments(47,231)(32,899)

Net foreign currency exchange differences16(10)

Balance at the end of the year42,30040,000

Effective interest rate7.42%4.15%

The carrying amounts disclosed above approximate fair value. Bank loans are provided under a $70 million multi-currency

syndicated facility agreement with ANZ Bank New Zealand Limited and Bank of New Zealand which has an expiry date of 31

August 2026 (2022: expiry date of 31 August 2024).

Derivative financial instruments are used by the Group in the normal course of business in order to hedge exposure

to fluctuations in interest and foreign exchange rates.

The carrying amount of tangible assets of the Charging Group (which excludes Skellerup Jiangsu Limited and other

smaller entities in the Group) totalling $222 million is pledged as security to secure the above term loans. Tangible

assets are defined in the facility agreement as cash at bank, receivables, inventory and property, plant and equipment.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset which

necessarily takes a substantial period of time to prepare for its intended use or sale) are capitalised as part of the cost of that

asset. All other borrowing costs are expensed in the period in which they occur.

73
CONSOLIDATED FINANCIAL STATEMENTS

14. Lease Liabilities

The Group has entered into commercial leases on properties, motor vehicles and plant. The Group recognises right-

of-use leased assets and lease liabilities at the present value of future lease payments for existing lease terms and all

lease renewal options that are reasonably certain to be exercised. Certain low value and short term leases are excluded.

Lease payments are recorded as a repayment of the lease obligation and interest expense instead of as an operating

expense in the income statement. Right-of-use assets are depreciated on a straight-line basis over the current lease term.

Lease payments are discounted at the rate implicit in the lease, or if not readily determinable, the Groups incremental

borrowing rate.

The costs of low value and short term leases are recognised as an expense in the income statement. The lease liabilities

disclosed do not include future cash flows for leases where the Group does not intend to exercise its rights to extend existing

leases nor the future cash flows following the dates at which the Group intends to exercise termination options.

2023

$000

2022

$000

Balance at the beginning of the year29,19018,794

Additions/terminations10,14415,514

Accretion of interest1,411987

Payments(7,441)(6,474)

Net foreign currency exchange differences408369

Balance at the end of the year33,71229,190

Current6,1185,482

Non-current27,59423,708

Balance at the end of the year33,71229,190

15. Contributed Equity

Ordinary 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.

Number

of Shares

Value

$000

Balance 1 July 2021 195,276,38272,406

Balance 30 June 2022 195,276,38272,406

Balance 30 June 2023 196,071,582 72,406

All shares are fully paid and have no par value. Each ordinary share confers on the holder one vote at any shareholder

meeting of the Company and carries the right to dividends.

The Directors’ objective is to ensure the entity continues as a going concern, as well as to maintain optimal returns

to shareholders and benefits for other stakeholders. The Directors aim to provide a capital structure which:

• Provides an efficient and cost-effective source of funds;

• Is balanced with external debt to provide a secure structure to support the short and long-term funding

of the Group; and

• Ensures that the ratio of funds sourced from shareholders and external debt is maintained proportionately at

a level which does not create a credit and liquidity risk to the Group.

The Company is listed on the New Zealand Exchange and is, therefore, subject to continuous disclosure obligations to

inform shareholders and the market of any matters which affect the capital of the Company. This includes changes to the

capital structure, new share issues, dividend payments and any other significant matter which affects the creditworthiness

or liquidity of the Group.

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

74
SKELLERUP ANNUAL REPORT FY23

16. Finance Costs

2023

$000

2022

$000

Interest on bank overdrafts and borrowings2,708798

Bank facility fees475464

Interest on capitalised leases1,411987

Total finance costs in income statement4,5942,249

17. Reserves

2023

$000

2022

$000

Reserve balances

Cash flow hedge reserve(827)(2,501)

Foreign currency translation reserve(2,779)(4,841)

Employee share plan reserve549739

Total reserves(3,057)(6,603)

The cash flow hedge reserve is intended to recognise the fair value movements of the effective derivatives held to hedge

interest rate and foreign currency risk. A summary of movements is shown in the table below.


Note

2023

$000

2022

$000

Cash flow hedge reserve

Balance at the beginning of the year(2,501)166

Gain/(loss) recognised on cash flow hedges:

- Foreign exchange contracts and options2,325(3,747)

- Interest rate swaps-43

- Income tax related to gains/(losses) recognised in other

comprehensive income5(651)1,037

Movement for the year1,674(2,667)

Balance at the end of the year(827)(2,501)

Exchange differences relating to the translation of values from the functional currencies of the Group’s foreign

subsidiaries into New Zealand dollars are brought to account by entries made directly to the foreign currency translation

reserve. A summary of movements is shown in the table below.


Note

2023

$000

2022

$000

Foreign currency translation reserve

Balance at the beginning of the year(4,841)(9,461)

Gain/(loss) recognition:

- Foreign exchange movements on translation of foreign operations1,9664,797

- Income tax related to gains/(losses) recognised in other comprehensive

income


596(177)

Movement for the year2,0624,620

Balance at the end of the year(2,779)(4,841)

75
CONSOLIDATED FINANCIAL STATEMENTS

18. Share-based Incentive Scheme

Skellerup Group operates a long-term incentive scheme for the benefit of senior executives. The scheme permits

the Board to grant options to acquire fully paid shares in the Company. The options are able to be exercised by the

recipients subject to their continued employment in a future period as determined by the Board of Skellerup.

On 01 November 2022 the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) converted 1,800,000

options to 795,200 ordinary shares, representing the number of shares equal to the difference between the market

value of Skellerup’s ordinary shares at the exercise date and the exercise price of NZ$2.91 per share. The shares were

issued under a Share-based Incentive Scheme which expired on 01 November 2022. The fair value of this scheme was

NZ$813,000 and was determined using the Black-Scholes formula.

Upon conversion of the shares the NZ$813,000 recorded as an expense in profit and loss was transferred from the

Employee Share Plan Reserve to Retained Earnings.

On 01 November 2022 the Board awarded 1,800,000 options to the CEO and CFO (the option holders), issued at an

exercise price of NZ$5.17, being the weighted average price of Skellerup’s shares in the prior twenty-day trading period.

Option holders will be able to exercise the options in the period beginning on 01 September 2024 and ending on 01

November 2024. Upon exercise, they will be issued one ordinary share in Skellerup per option exercised or alternatively

they may elect to be issued the number of shares as is equal to the difference between the market value of Skellerup’s

ordinary shares on the exercise date and the exercise price. The options have been fair valued using the Black-Scholes

formula. The fair value has been determined as NZ$1,511,000. The expense recognised in the current period for the

incentive scheme is NZ$623,000.

19. Earnings per Share

Earnings per share is calculated as net profit attributable to members of the Parent, adjusted to exclude any costs of

servicing equity (other than dividends), divided by the weighted average number of ordinary shares.

2023

Cents

per Share

2022

Cents

per Share

Basic earnings per share26.0224.48

Diluted earnings per share25.8224.26

The earnings and weighted average number of ordinary shares used in the calculation of earnings per share are as follows:

2023

$000

2022

$000

Earnings used in the calculation of earnings per share50,94147,813

Weighted average number of ordinary shares for

- Basic earnings per share195,803,610 195,276,382

- Diluted earnings per share197,265,007 197,076,382

17. Reserves (continued)

The employee share plan reserve is used to record the value of share-based payments provided to employees, including key

management personnel, as part of their remuneration. A summary of movements is shown in the table below.


Note

2023

$000

2022

$000

Employee share plan reserve

Balance at the beginning of the year739296

Shares redeemed during the year(813)-

Expense recognised for the year18623443

Balance at the end of the year549739

76
SKELLERUP ANNUAL REPORT FY23

20. Retained Earnings

2023

$000

2022

$000

Balance at the beginning of the year145,405132,742

Net profit for the year50,94147,813

Share incentive scheme813-

Payment of dividends(41,072)(35,150)

Balance at the end of the year156,087145,405

During the reporting period a dividend of 13.0 cents per share (imputed 50%) was paid on 14 October 2022 and 8.0 cents

per share (imputed 50%) on 16 March 2023. The imputation tax credits totalled $7,630,148 (2022: $6,567,272).

21. Financial Risk Management Objectives and Policies

The Group’s principal financial instruments comprise receivables, payables, bank loans and overdrafts, lease liabilities,

cash and derivatives. Because of these financial instruments, the principal financial risks to the Group are movements in

foreign currency and interest rates. Credit risk and liquidity risk are considered also to be risk areas and are, therefore,

closely managed.

The Board reviews and agrees upon policies for managing financial risk. The Group enters into derivative transactions,

principally forward foreign currency contracts and options and interest rate swaps. The purpose is to manage the currency

and interest rate risks arising from the Group’s operations and its sources of finance.

Credit risk is managed through regular review of aged analysis of receivable ledgers. The credit risk exposures are the

receivables recorded in Note 7. Liquidity risk is monitored through the review of future rolling cash flow forecasts. These cash

flow forecasts are updated on a weekly basis with particular emphasis placed on the prospective four-week period. These

forecasts are monitored constantly against limitations of the entire debt facility.

Risk exposures and responses

(i) Interest rate risk

The Group’s exposure to market interest rates relates primarily to the Group’s long-term debt obligations. Interest rates on

bank loans are linked to short-term market interest rates plus agreed margins.

The Group’s policy is to monitor its interest rate exposure and to hedge the volatility arising from interest rate changes

by entering into interest rate swap contracts that cover a minimum of 25% and a maximum of 75% of the core debt where

forecast core debt is greater than $20 million. Where forecast core debt is less than $20 million, there is no minimum level of

fixed interest rates.

The level of debt is disclosed in Note 13. A reasonably expected movement in the interest rate would not have a material

impact on profit or equity. At balance date, the Group had the following mix of financial assets and liabilities exposed to

interest rate risk.

2023

$000

2022

$000

Financial assets

Cash and cash equivalents17,09414,796

Financial liabilities

Bank overdraft(1,624)-

Bank loans(42,300)(40,000)

Net exposure(26,830)(25,204)

77
CONSOLIDATED FINANCIAL STATEMENTS

21. Financial Risk Management Objectives and Policies (continued)

(ii) Foreign currency risk

The Group imports raw materials and finished goods from, and exports finished goods to, a number of foreign suppliers and

customers. The main foreign currencies traded are US dollars (USD), Australian dollars (AUD), British pounds (GBP) and Euro

(EUR).

The Group seeks to cover up to 100% of the net foreign currency cash flow forecast, for the next 12-month period, with

foreign currency contracts and options. Where the foreign currency cash flows can be forecasted reliably beyond the

future 12-month period, such cash flows may also be covered by foreign currency contracts of up to 50% of the forecast

cash flows.

The Group also has translational currency exposures. Such exposures arise from subsidiary operating entities that transact in

currencies other than the Group’s functional currency. Currently, the Group does not hedge these exposures.

Foreign currency net monetary assets

The Group has the following net monetary assets in foreign currency values which are in different currencies from the

subsidiary’s base currency and will revalue either through the income statement or the statement of comprehensive income:

Cash and Cash

Equivalents

$000

Receivables


$000

Payables


$000

Net Monetary

Assets

$000

30 June 2023

USD1,7033,4111,2113,903

AUD1851,5224091,298

GBP611382197

EUR4431,4218541,010

30 June 2022

USD1,6385,9992,3825,255

AUD7271,6847091,702

GBP198100-298

EUR7182,7091,1582,269

The foreign currency denominated values as shown in the table above are converted to New Zealand dollars as follows:

2023

$000

2022

$000

Financial assets

Cash and cash equivalents3,9145,034

Trade and other receivables10,07816,258

13,99221,292

Financial liabilities

Trade and other payables(3,963)(6,563)

Net exposure10,02914,729

78
SKELLERUP ANNUAL REPORT FY23

21. Financial Risk Management Objectives and Policies (continued)

Foreign currency sensitivity

Net Profit after TaxNet Equity

Higher/(Lower)

2023

$000

2022

$000

2023

$000

2022

$000

Foreign currency rates

Increase +10%(693)(996)(11,878)(10,920)

Decrease -5%4015776,8776,322

Significant assumptions used in the foreign currency exposure sensitivity analysis are as follows:

(a) The range of possible foreign exchange rate movements was determined by a review of the last two years’ historical

movements and economists’ views of future movements.

(b) The Group’s trend of trading in foreign currency values is not expected to change materially over future periods.

(c) The Group’s net exposure to foreign currency at balance date is representative of past periods and is expected

to remain relatively consistent for the future 12-month period.

(d) The price sensitivity of derivatives has been based on a reasonably possible movement of the spot rate applied

at balance date.

(e) The effect on other comprehensive income results from foreign currency revaluations through the cash flow hedge

reserve and the foreign currency translation reserve.

(f) The sensitivity analysis does not include financial instruments that are non-monetary items as these are

not considered to give rise to a currency risk.

(iii) Credit risk

All customers who trade with any Group subsidiary on credit terms are subject to credit verification procedures including

an assessment of their independent credit rating and financial position. Risk limits are set for individual customers

according to the risk profile of each and, where it is considered appropriate, registrations are made to record a secured

interest in the products supplied. Receivable balances are monitored on an ongoing basis with appropriate allowances for

expected credit losses.

(iv) Liquidity risk

The Group monitors its future cash inflows and outflows through rolling cash flow forecasts. At balance date, the liquidity

risk is considered to be low with the bank facility not fully drawn, compliance with bank covenants, and forecast cash

flows reporting positive operating cash generation for the Group over the next financial year. The following maturity

analysis shows the profile of future payment commitments of the Group. With the available bank facility and the ability

for the business to generate future positive operating cash inflows, the obligation to meet the forward commitments is

considered to be a low risk.

79
CONSOLIDATED FINANCIAL STATEMENTS

21. Financial Risk Management Objectives and Policies (continued)

Maturity analysis of financial assets and liabilities

The following table represents both the expected and contractual maturity and cash flows of receipts and payments.


Balance 30 June 2023

Zero to Six

Months

$000

Seven to 12

Months

$000

One to Five

Years

$000

More than

Five Years

$000

Total

$000

Financial assets

Cash and cash equivalents17,094---17,094

Trade and other receivables and prepayments56,987276252-57,515

Derivatives5752831-940

74,1383281,083-75,549

Financial liabilities

Bank overdraft1,624---1,624

Trade and other payables26,9237683-27,082

Lease liabilities3,0293,08922,9334,66133,712

Interest-bearing loans--42,300-42,300

Derivatives1,064794375-2,233

32,6403,95965,6914,661106,951

Net total41,498(3,631)(64,608)(4,661)(31,402)

Balance 30 June 2022

Zero to Six

Months

$000

Seven to 12

Months

$000

One to Five

Years

$000

More than

Five Years

$000

Total


$000

Financial assets

Cash and cash equivalents14,796---14,796

Trade and other receivables and prepayments63,390285195-63,870

Derivatives21814972-439

78,404434267-79,105

Financial liabilities

Trade and other payables35,64046983-36,192

Lease liabilities2,7982,68419,3454,36329,190

Interest-bearing loans--40,000-40,000

Derivatives1,3718811,857-4,109

39,8094,03461,2854,363109,491

Net total38,595(3,600)(61,018)(4,363)(30,386)

Fair value

The financial instruments that have been fair valued by the Group are detailed in Note 22 and have a fair value of $1,293,000

(2022: $3,670,000).

Under NZ IFRS, there are three methods available for estimating the fair value of financial instruments. These are:

Level 1 – the fair value is calculated using quoted prices in active markets.

Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the

assets or liabilities, either directly (as prices) or indirectly (derived from prices).

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.

In determining the fair value of all derivatives, the Group has applied the Level 2 method of calculating fair value by using

estimated inputs, other than quoted prices, that are observable for assets and liabilities, either directly (as prices) or

indirectly (derived from prices).

80
SKELLERUP ANNUAL REPORT FY23

22. Financial Instruments

Financial assets and liabilities in the scope of NZ IFRS 9 Financial Instruments are classified as either financial assets

and liabilities at fair value through profit or loss, debt instruments at amortised cost, derivatives designated as hedging

instruments, or interest bearing loans. When financial assets and liabilities are recognised initially, they are measured

at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

The Group determines the classification of its financial assets and liabilities on initial recognition. Reclassifications of

financial assets are only made upon a change to the Group’s business model. Financial liabilities

are not reclassified.

Recognition and derecognition

All regular purchases and sales of financial assets are recognised on the trade date: i.e. the date that the Group commits

to purchase the asset. Regular purchases or sales are purchases or sales of financial assets under contracts that require

delivery of the assets within the period established generally by regulation or convention in the market place. Financial

assets are derecognised when the Group no longer controls the contractual rights that comprise the financial instrument,

which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed

through to an independent third party. Gains and losses on financial assets are exclusive of interest and dividends, which are

recognised separately.

(i) Financial assets and liabilities

Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit and

loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term with

the intention of making a profit. Derivatives are classified also as held for trading unless they are designated as effective

hedging instruments.

Detail of the Group’s financial assets and liabilities are shown below. Significant accounting policies and methods

adopted, including the criteria for recognition, the basis of measurement and the basis in which income and expenses

are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in the

preceding notes.

Financial Assets

Cash and Bank

Balances

$000

Trade and Other

Receivables

$000

Derivatives


$000

Total Financial

Assets

$000

Balance 30 June 2023

Cash and cash equivalents at amortised cost17,094--17,094

Debt instruments at amortised cost-57,515-57,515

Derivatives designated as hedging instruments--940940

Total financial assets17,09457,51594075,549

Balance 30 June 2022

Cash and cash equivalents at amortised cost14,796--14,796

Debt instruments at amortised cost-63,870-63,870

Derivatives designated as hedging instruments--439439

Total financial assets14,79663,87043979,105

81
CONSOLIDATED FINANCIAL STATEMENTS

22. Financial Instruments (continued)

Financial Liabilities

Trade and

Other Payables

$000

Derivatives


$000

Borrowings


$000

Total Financial

Liabilities

$000

Balance 30 June 2023

Derivatives designated as hedging instruments-2,233-2,233

Other financial liabilities at amortised cost27,082--27,082

Interest bearing loans at amortised cost--43,92443,924

Total financial liabilities27,0822,23343,92473,239

Balance 30 June 2022

Derivatives designated as hedging instruments-4,109-4,109

Other financial liabilities at amortised cost36,192--36,192

Interest bearing loans at amortised cost--40,00040,000

Total financial liabilities36,1924,10940,00080,301

Where the financial assets and financial liabilities are shown at amortised cost, their cost approximates fair value.

The Group uses derivative financial instruments such as forward currency contracts and options and interest rate swaps

to hedge its risks associated with foreign currency and interest rate fluctuations. Such derivative financial instruments

are recognised initially at fair value on the date on which a derivative contract is entered into and are remeasured

subsequently to fair value. Derivatives are carried as assets when their fair value is positive and as liabilities when their

fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges,

are taken directly to profit or loss for the year. The fair values of forward currency contracts and options are calculated by

reference to current forward exchange rates for contracts with similar maturity profiles. The fair values of interest rate swap

contracts are determined by reference to market values for similar instruments.

For the purposes of hedge accounting, hedges are classified as:

• Fair value hedges when they hedge the exposure to changes in the fair value of a recognised asset or liability; or

• Cash flow hedges when they hedge the exposure to variability in cash flows that is attributable either to a particular risk

associated with a recognised asset or liability or to a forecast transaction.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the

Group wishes to apply hedge accounting, and the risk management objectives and strategies for undertaking the hedge.

The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk

being hedged and how the Group will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in

the hedged item’s fair values or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective

in achieving offsetting changes in fair values or cash flows and are assessed on an ongoing basis to determine that they

actually have been highly effective throughout the financial reporting periods for which they were designated.

82
SKELLERUP ANNUAL REPORT FY23

22. Financial Instruments (continued)

Hedges that meet the strict criteria for hedge accounting are accounted for as follows:

(ii) Cash flow hedges

Cash flow hedges are hedges of the Group’s exposure to variability in cash flows, which is attributable to a particular risk

associated with a recognised asset or liability or a highly probable forecast transaction and that could affect profit or loss. The

effective portion of the gain or loss on the hedging instrument is recognised directly in the statement of comprehensive income,

while the ineffective portion is recognised in the income statement.

Amounts taken to the statement of comprehensive income are transferred out of the statement of comprehensive income and

included in the measurement of the hedged transaction (sales or inventory purchases) when the forecast transaction occurs. If the

forecast transaction is no longer expected to occur, amounts previously recognised in the statement of comprehensive income

are transferred to the income statement.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or, if its designation as a hedge

is revoked, amounts previously recognised in the statement of comprehensive income remain in the statement of comprehensive

income until the forecast transaction occurs. If the related transaction is not expected to occur, the amount is recognised in the

income statement.

Derivative financial instruments

Details of the derivatives held and their fair values at balance date were as follows:

2023

$000

2022

$000

Current assets

Forward currency contracts and options - cash flow hedge109367

Current assets109367

Non-current assets

Forward currency contracts and options - cash flow hedge83172

Non-current assets83172

Total assets940439

Current liabilities

Forward currency contracts and options - cash flow hedge1,8582,252

Current liabilities1,8582,252

Non-current liabilities

Forward currency contracts and options - cash flow hedge3751,857

Non-current liabilities3751,857

Total liabilities2,2334,109

Net assets/(liabilities)(1,293)(3,670)

83
CONSOLIDATED FINANCIAL STATEMENTS

22. Financial Instruments (continued)

Forward currency contracts and options

The Group imports a large proportion of its raw materials and finished goods, and has export sales to a number of

customers. As a result, the Group has both inward and outward foreign currency cash flows. Both the inward cash flows and

the outward cash flows are tested and hedged against highly probable forecasted sales and purchases. The main currency

exposures are in US dollars, Euro, Australian dollars and British pounds. At balance date, details of outstanding foreign

currency contracts and options are as follows:

Notional AmountAverage Exchange Rates

2023

$000

2022

$000

20232022

Buy NZD/Sell EUR

Maturing 2023: two to 23 months (2022: one to 24 months)4,21610,2700.56930.5745

Buy NZD/Sell GBP

Maturing 2023: two to 23 months (2022: one to 24 months)7,3104,8430.49240.4956

Buy NZD/Sell USD

Maturing 2023: one to 36 months (2022: one to 44 months)54,61555,9730.62350.6610

Buy NZD/Sell AUD

Maturing 2023: one to 24 months (2022: one to 24 months)20,52625,6700.90620.9155

Buy CNY/Sell AUD

Maturing 2023: one to eight months (2022: one to 14 months)3,2715,3380.20730.2068

The forward currency contracts and options are considered to be highly effective hedges as they are matched against

forecast inventory purchases and export sales, and any gain or loss on the contracts attributable to the hedge risk is taken

directly to other comprehensive income.

Amounts are transferred out of other comprehensive income and included in the measurement of the hedged transaction

(sales or purchases) when the forecast transaction occurs. Movements in the cash flow hedge reserve are recorded in the

Statement of Comprehensive Income.

Interest rate swap agreements

The Group seeks to fix a minimum of 25% and a maximum of 75% of its interest rate risk considering current and projected

debt levels. At 30 June 2023 the Group had no interest rate swap agreements in place.

Credit risk

Credit risk arises from potential failure of counterparties to meet their obligations at the maturity dates of contracts. Because

the counterparties of the above financial derivatives are ANZ Bank New Zealand Limited and Bank of

New Zealand, there is minimal credit risk.

84
SKELLERUP ANNUAL REPORT FY23

23. Related Parties

The consolidated financial statements incorporate the following significant companies:

(a) Subsidiary companies

Name of EntityPrincipal Activities

Country of

Incorporation

Holding

Balance Date20232022

Skellerup Industries LimitedManufacturing and SalesNew Zealand100%100%30 June

Skellerup Growth LimitedPropertyNew Zealand100%100%30 June

Ambic Equipment LimitedManufacturing and SalesUK100%100%30 June

Conewango Products CorporationDistributionUSA100%100%30 June

Deks Industries Pty LimitedManufacturing and SalesAustralia100%100%30 June

Deks North America IncorporatedDistributionUSA100%100%30 June

Gulf Rubber Australia Pty LimitedManufacturing and SalesAustralia100%100%30 June

Gulf US IncorporatedDistributionUSA100%100%30 June

Masport IncorporatedManufacturing and SalesUSA100%100%30 June

Nexus Performance Foams LimitedManufacturing and SalesNew Zealand100%100%30 June

Silclear LimitedManufacturing and SalesUK100%100%30 June

Sim Lim Technic LLCManufacturing and SalesUSA100%35%31 December

Skellerup Gulf Nantong

Trading Limited

DistributionChina100%100%31 December

Skellerup Jiangsu LimitedManufacturing and SalesChina100%100%31 December

Skellerup Rubber Services LimitedManufacturing and SalesNew Zealand100%100%30 June

Talbot Advanced Technologies LimitedManufacturing and SalesNew Zealand100%100%30 June

Tumedei SpAManufacturing and SalesItaly100%100%30 June

Ultralon Foam International LimitedManufacturing and SalesNew Zealand100%100%30 June

(b) Associate Investment

As these are consolidated financial statements, transactions between related parties within the Group have been

eliminated. Consequently, only those transactions between the Skellerup Group and Sim Lim Technic LLC (Sim Lim)

have been disclosed below. Skellerup held a 35% interest in Sim Lim up to 31 October 2022, at which time the remaining

65% interest was acquired. Skellerup’s interest was accounted for using the equity method in the consolidated financial

statements up to the date control passed to the Group.

Sales to

Related Party

$000

Purchases from

Related Party

$000

Amounts Owed

by Related Party

$000

Amounts Owed

to Related Party

$000

Sim Lim 2023 (up to 31 October 2022)21597--

Sim Lim 202241617314-

(c) Compensation of Directors and key management

The remuneration of Directors and senior management personnel during the year was as follows:

2023

$000

2022

$000

Short-term benefits

Directors' fees667642

Senior management's salaries and incentives2,1943,291

Contribution to defined contribution scheme for senior management personnel3686

Long-term benefits

Share-based incentive scheme expensed during the year623443

85
CONSOLIDATED FINANCIAL STATEMENTS

24. Contingent Liabilities

2023

$000

2022

$000

Bank guarantee provided to NZX Limited7575

The Group receives claims from time to time in relation to products supplied. Where the Group expects to incur a cost to

replace or repair the product supplied and can reliably measure that cost, that cost is recognised. The Group has general

liability and professional indemnity insurance in the event that there are warranty claims.

25. Significant Events after Balance Date

The Directors agreed to pay a final dividend, imputed to 50%, of 14.0 cents per share on 13 October 2023, to shareholders

on the register at 5.00pm on 29 September 2023. This dividend is not recorded in the financial statements.

There are no other events subsequent to balance date that require additional disclosure.

26. New Accounting Standards, Amendments, Interpretations and

IFRIC Interpretations

There is no new Accounting standard, amendment or interpretation, which has been issued and is effective, that has a

significant impact on the Group.

23. Related Parties (continued)

Mr. John Strowger is Chairman of Skellerup and a former partner of Chapman Tripp, the Group’s legal advisors, having

resigned on 30 November 2022. Chapman Tripp has charged fees during the five months to 30 November 2022 amounting

to $218,640 (2022: $391,293). The fees were charged on normal terms and conditions and exclude GST. Mr. Strowger did not

personally provide any of the services delivered. There was Nil (2022: $15,296) outstanding (excluding GST) at balance date

relating to these transactions.

86
SKELLERUP ANNUAL REPORT FY23

Directors’ Disclosures, Remuneration and Shareholding

Directors holding office during the year and their shareholdings

Directors held interests in the following shares in the Company as at 30 June 2023

1

.

Held with

Beneficial Interest

Held with

Non-beneficial Interest

Held by

Associated Persons

John Strowger(Independent)--118,320

David Cushing(Independent)--8,366,169

Rachel Farrant(Independent)---

Alan Isaac(Independent)--50,000

David Mair(Chief Executive)--5,064,026

Paul Shearer(Independent)100,000--

1

Liz Coutts retired from the Board on 26 October 2022. At the time of her retirement she held an interest in 520,000 shares

(held by associated persons).

Directors’ Interests

Pursuant to section 140(2) of the Companies Act 1993 and section 299 of the Financial Markets Conduct Act 2013, the

Directors named below have made a general disclosure of interest during the period 01 July 2022 to 03 August 2023 by a

general notice disclosed to the Board and entered in the Company’s Interest Register.

John Strowger

• Retired as a Partner of Chapman Tripp on 30 November 2022.

David Cushing

• Interest in 8,366,169 shares following the sale of 1,500,000 shares on 24 August 2022.

Alan Isaac

• Resigned as President of Institute of Directors Inc. on 23 July 2022.

• Appointed as a Member of the NZ Markets Disciplinary Tribunal on 01 June 2023.

David Mair

• Interest in 5,064,026 shares following exercise of options resulting in issue 441,778 shares and sale of 180,000 shares on 02

November 2022.

• Interest in 1,000,000 options under the Skellerup Share Option Plan on 02 November 2022.

• Appointed as a Director of Sanford Limited on 02 November 2022.

• Appointed as Chair of ADNZ Management Limited on 17 November 2022.

Director, CEO and Employee Remuneration

Director Remuneration

The current annual fee pool for payment of non-executive Director remuneration is $650,000, as approved by the

shareholders at the Company’s 2021 Annual Meeting. During FY23 the number of non-executive Directors was increased

above the number appointed when the pool was approved. The increase in the number of non-executive Directors was made

temporarily to manage Board succession ahead of the retirement of Liz Coutts. As a result, and in accordance with the NZX

Listing Rules, the aggregate remuneration payable to all non-executive Directors was increased by the amount necessary to

remunerate the additional Director. Director remuneration for FY23 is shown in the following table

87
DIRECTORS’ DISCLOSURES, REMUNERATION AND SHAREHOLDING

Director Remuneration (continued)


NoteBoard ChairBoard DirectorAudit ChairSustainability ChairTotal

John Strowger66,667100,000166,667

Liz Coutts133,33333,33366,666

David Cushing100,000100,000

Rachel Farrant100,0008,333108,333

Alan Isaac100,00025,000 125,000

Paul Shearer100,000100,000

David Mair2--

Total100,000533,33325,0008,333666,666

Note:

1. Liz Coutts resigned as a Director of the company on 26 October 2022.

2. David Mair is an Executive Director. He is remunerated for his role as CEO and does not receive any director remuneration.

CEO Remuneration

CEO remuneration is made up of three components: Fixed remuneration, short-term performance incentive (STI) and

long-term performance incentive (LTI). The STI is at risk because the outcome is determined by performance against

financial objectives. The LTI is at risk because the outcome is determined by growth in the Skellerup share price above

the exercise price. The table below shows CEO remuneration in FY23 and FY22.

$000

Fixed SalarySTI

1

SubtotalLTI

2

Total

David Mair FY23 725 265 990 2,303 3,293

David Mair FY22690497 1,187- 1,187

1

The FY23 STI was accrued but not paid at 30 June 2023.

2

The FY23 LTI represents the value of options at the 01 November 2022 exercise date.

Short-term Incentive

The STI is an at-risk payment designed to motivate and reward for financial performance that exceeds the previous

best achieved by Skellerup under the incumbent CEO management. The financial measure used for determining this

performance is earnings before interest and tax (EBIT). The STI is set so that the CEO receives 5% of EBIT in excess

of the previous best EBIT achieved by Skellerup under his management.

Long-term Incentive

The LTI is a share option scheme. For financial reporting purposes, the fair value of options issued under the scheme

is determined using the Black-Scholes formula.

Financial

Year of Grant

Number of

Options

Price per

Option

NZ$

Exercise

Period

SharePrice

at Exercise

NZ$

Value

at Exercise

$000

David MairFY23 1,000,000 5.171 Sept to 1 Nov 2024N/AN/A

FY21 1,000,000 2.9101 Nov 20225.21 2,303

David Mair was granted 1,000,000 options on 01 November 2022, at an exercise price of NZ$5.17 per share. The exercise

price was the weighted average share price on the twenty day trading period preceding issuance. The options are

exercisable in the period beginning on 01 September 2024 and ending on 01 November 2024.

David Mair was granted 1,000,000 options on 29 October 2020, at an exercise price of $2.91 per share. The exercise price

was the weighted average share price on the twenty day trading period preceding issuance. On 01 November 2022 the

options were exercised and converted to 441,778 ordinary shares, representing the number of shares equal to the difference

between the market value of Skellerup’s ordinary shares at the exercise date and the exercise price of NZ$2.91 per share.

88
SKELLERUP ANNUAL REPORT FY23

CEO Remuneration: Five Year Summary

$000SalaryKiwisaverSTI

LTI Value

on VestingTotal

David Mair FY23 725 - 265 2,303

1

3,293

David Mair FY22 690 - 497 -1,187

David Mair FY21 740 - 626 813

2

2,179

David Mair FY20 690 - - - 690

David Mair FY19 650 20 101 - 771

1

LTI Vesting period of 2020-2022

2

LTI Vesting period of 2018-2020

Employee Remuneration

The Group paid remuneration in excess of $100,000 including benefits to 159 employees (not including non-executive

directors) during the FY23 year in the following bands.

Remuneration

Range $000

Number of

Employees

Remuneration

Range $000

Number of

Employees

100-11035280-2901

110-12019290-3003

120-13012310-3201

130-1409320-3301

140-15012330-3401

150-1608340-3503

160-1704350-3601

170-1805380-3901

180-1906400-4101

190-2004440-4501

200-2109470-4801

210-2208520-5301

220-2302700-7102

230-24021,050-1,0601

240-25012,910-2,9201

260-27023,520-3,5301

Gender and Diversity as at 30 June 2023

DirectorsOfficersManagement

202320222023202220232022

Male55222730

Female120088

Total67223538

89
DIRECTORS’ DISCLOSURES, REMUNERATION AND SHAREHOLDING

Distribution of Ordinary Shares and Shareholders as at 03 August 2023

Range Number of ShareholdersNumber of Shares% of Shares

1 - 999 572 259,1030.13

1,000 - 9,9993,57114,512,0157.40

10,000 - 49,9991,72132,754,78516.71

50,000 - 99,999 203 13,257,1416.76

100,000 - 499,999 113 18,047,0789.20

500,000 - 999,999 8 4,563,3132.33

1,000,000 Over 25 112,678,14757.47

Total6,213196,071,582 100.00%

Substantial Product Holders

Pursuant to the Financial Markets Conduct Act 2013, the following parties had given notice as at 03 August 2023 that they

were substantial product holders in the Company and held a relevant interest in the number of ordinary shares shown below:

NameNumber of Shares %

Forsyth Barr Investment Management Limited (06 July 2023)15,872,500 8.10

Jarden Securities Limited and Harbour Asset Management Limited (15 March 2023)9,854,1835.03

Twenty Largest Shareholders as at 03 August 2023

RankNameNumber of Shares%

1Forsyth Barr Custodians Limited22,045,63211.24

2FNZ Custodians Limited13,757,4617.02

3Custodial Services Limited9,736,6364.97

4H & G Limited8,366,1694.27

5BNP Paribas Nominees (NZ) Limited8,170,3064.17

6Accident Compensation Corporation6,054,5853.09

7David William Mair & John Gordon Phipps5,064,0262.58

8New Zealand Depository Nominee Limited4,714,7952.40

9JP Morgan Chase Bank NA NZ Branch3,669,4831.87

10Citibank Nominees (New Zealand) Limited3,276,4631.67

11Tea Custodians Limited2,869,4131.46

12FNZ Custodians Limited Non Resident A/C2,797,6631.43

13HSBC Nominees (New Zealand) Limited2,767,3751.41

14HSBC Nominees A/C (NZ) Superannuation Fund Nominees Limited2,645,9771.35

15Hobson Wealth Custodian Limited2,025,7681.03

16Public Trust (Booster Investments) Nominees Limited1,974,4801.01

17JBWere (NZ) Nominees Limited1,709,9440.87

18Simplicity Nominees Limited1,687,4860.86

19Mint Nominees Limited1,504,1810.77

20Forsyth Barr Custodians Limited1,459,1260.74

90
SKELLERUP ANNUAL REPORT FY23

Corporate Directory

Directors

WJ Strowger, LLB (Hons)

BD Cushing, BCom, ACA

RH Farrant, BCom, PGDipCom, FCA, CFloD

AR Isaac, CNZM, BCA, FCA

DW Mair, BE, MBA

PN Shearer, BCom

Officers

DW Mair, BE, MBA

Chief Executive Officer

GR Leaming, BCom, CA

Chief Financial Officer

Registered Office

L3, 205 Great South Road

Greenlane

Auckland 1051

New Zealand

PO BOX 74526

Greenlane

Auckland 1546

New Zealand

Email: ea@skellerupgroup.com

Telephone: +64 9 523 8240

Website: www.skellerupholdings.com

Legal Advisors

Chapman Tripp

L34, PwC Tower

15 Customs Street West

Auck la nd 1010

New Zealand

Bankers

ANZ Bank New Zealand Limited

23-29 Albert Street

Auck la nd 1010

New Zealand

Bank of New Zealand

Level 4

80 Queen Street

Auck la nd 1010

New Zealand

Auditors

Ernst & Young

2 Takutai Square

Britomart

Auck la nd 1010

New Zealand

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Auckland 1442

New Zealand

159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

91
CORPORATE DIRECTORY

Managing your shareholding

Online

To change your address, update your payment

instructions and to view your investment

portfolio including transactions, please visit:

www.computershare.co.nz/investorcentre

General Enquiries

Email: enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Please assist our registrar by quoting your Common

Shareholder Number (CSN)

Skellerup Holdings Limited
L3, 205 Great South Road

Greenlane, Auckland 1051, New Zealand

PO Box 74526, Greenlane

Auckland 1546, New Zealand

E: ea@skellerupgroup.com

T: +64 9 523 8240

W: www.skellerupholdings.com

Skellerup Holdings Limited

L3, 205 Great South Road

Greenlane, Auckland 1051, New Zealand

PO Box 74526, Greenlane

Auckland 1546, New Zealand

E: ea@skellerupgroup.com

T: +64 9 523 8240

W: www.skellerupholdings.com

---

Skellerup Holdings Limited
Distribution Notice


Updated as at June 2023




Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros


Section 1: Issuer information

Name of issuer Skellerup Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code SKL

ISIN (If unknown, check on NZX

website)

NZSKXE0001S8

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date Close of trading on 29/09/2023

Ex-Date (one business day before the

Record Date)

28/09/2023

Payment date (and allotment date for

DRP)

13/10/2023

Total monies associated with the

distribution

1


$27,450,021

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$ 0.16722222

Gross taxable amount

3

$ 0.16722222

Total cash distribution

4

$ 0.14000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $ 0.01235294

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.




Partial imputation X

No imputation

If fully or partially imputed, please

state imputation rate as % applied

6


14%

Imputation tax credits per financial

product

$ 0.02722222

Resident Withholding Tax per

financial product

$ 0.02796111

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)


DRP strike price per financial product

$

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Graham Leaming

Contact person for this

announcement

Graham Leaming

Contact phone number 021 271 9206

Contact email address Graham.leaming@skellerupgroup.com

Date of release through MAP


17/08/2023







6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

FY23 RESULTS
1 7 A U G U S T 2 0 2 3

1

-
50

100

150

200

250

300

350

400

FY17FY18FY19FY20FY21FY22FY23

Revenue ($m)

CAGR 7%

-

10

20

30

40

50

60

70

80

FY17FY18FY19FY20FY21FY22FY23

EBIT ($m)

CAGR 14%

-

10

20

30

40

50

60

FY17FY18FY19FY20FY21FY22FY23

NPAT ($m)

CAGR 14%

30%

33%

36%

39%

42%

45%

FY17FY18FY19FY20FY21FY22FY23

Gross Margin %

10%

14%

18%

22%

26%

FY17FY18FY19FY20FY21FY22FY23

Indirect Cost %

10%

14%

18%

22%

26%

FY17FY18FY19FY20FY21FY22FY23

EBIT %

Seven years of earnings growth

2

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

FY23 highlights
3

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

•Record NPAT of $50.9 million

•FY23 result a record, up 7% on pcp (seventh consecutive record profit).

•Over past seven years NPAT is up a cumulative 131% for a CAGR of 14%.

•Record EBIT of $71.7 million, up 7% on pcp

•Record Industrial Division EBIT of $42.9 million, up 10% on pcp –vacuum systems and specialty

foam driving growth.

•Record Agri Division EBIT of $34.0 million, up 1% on pcp –footwear in NZ and US driving growth.

•Operating Cash Flow of $54.1 million, up 25% on pcp

•Strong operating earnings and unwinding of (some) strategic investment in inventory in Q4.

•Funded capex ($8.6 million), dividends ($41.1 million) and lease repayments ($6.0 million).

•Final Dividend Pay-out of 14.0 cents per share

•Brings full year pay-out to 22.0 cents per share, up 7% on pcp.

•Balance Sheet remains robust

•Net debt at $26.8 million up $1.6 million on pcp. Net debt at 8% of total assets.

•Investment

•Future focused to enhance operational flexibility, market access and broaden technology.

•Climate Change

•Project to assess impact on Skellerup to inform investment decisions and meet mandatory

reporting requirements well progressed.

10

20

30

40

50

60

FY17FY18FY19FY20FY21FY22FY23

Net Profit after Tax ($m)

0

10

20

30

40

50

60

70

80

FY17FY18FY19FY20FY21FY22FY23

EBIT by Segment ($m) *

IndustrialAgri

* Excludes Corporate

Key financials
FY23: record revenue and earnings

•Revenue up $16.7 million and 5% on pcp.

•EBIT up $4.9 million and 7% on pcp.

•NPAT up $3.1 million and 7% on pcp.

•Dividend of 22.0 cents per share, up 1.5

cents per share and 7% on pcp.

•Operating cash flow of $54.1 million, up

$10.8 million on pcp ~ funded capital

expenditure of $8.6 million, dividends of

$41.1 million and lease repayments of $6.0

million.

•Net debt at $26.8 million up $1.6 million on

pcp. 8% of total assets.

•100% ownership of Sim Lim from 01

November 2022.

4

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

NZ$ MillionFY17FY18FY19FY20FY21FY22FY23

Revenue210.3240.4245.8251.4279.5316.8333.5

EBITDA40.447.248.955.268.980.686.9

Depreciation & Amortisation(7.8)(7.4)(7.1)(7.5)(7.5)(7.9)(8.5)

Depreciation (ROU Assets)---(5.2)(5.0)(5.9)(6.7)

EBIT32.839.841.842.556.466.871.7

Finance costs (Debt)(1.4)(1.9)(1.8)(1.7)(1.2)(1.2)(3.2)

Finance costs (Lease Liabilities)---(0.9)(0.9)(1.0)(1.4)

Tax expense(9.3)(10.6)(10.9)(10.8)(14.1)(16.5)(16.0)

NPAT22.127.329.129.140.247.850.9

Earnings (cents per share)11.514.115.014.920.624.526.0

Dividend (cents per share)9.511.013.013.017.020.522.0

Operating cash flow21.228.328.948.058.843.354.1

Cash net of debt(35.8)(30.7)(36.6)(28.5)(8.7)(25.2)(26.8)

Capital &intangible

expenditure

12.75.44.64.57.510.28.2

Acquisition & Investment--7.46.2-10.20.9

FY23 earnings growth broad-based
Reconciliation of changes in NPAT FY22 to FY23 ($m)

5

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

•Footwear sales up in the NZ rural and

hardware channels and US specialty

application.

•Dairy sales growth in international markets

(North America & Europe).

•Market growth and market share gains from

the sale of existing and new products for

sport and leisure, roofing and construction,

automotive and machinery, and exploration

and mining applications. Corporate costs

well controlled.

•NZD weakness, particularly against USD

(average rates down 9% against pcp) aided

top line growth but offset by unfavourable

revaluation and hedging positions.

•Increased debt, rising interest rates and new

leases brought on balance sheet increased

interest expense.

•Effective tax rate reduced from 25.6% to

24.0%.

Industrial Division
6

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

NZ$ MillionFY19FY20FY21FY22FY23

Revenue157.1157.9177.4206.4216.8

EBIT22.920.932.739.142.9

EBIT %14.613.218.418.919.8

Revenue up 5% and EBIT up 10% on pcp

•Third consecutive record result

•FY23 EBIT up 105% on FY20.

•Potable water and wastewater flat

•Increased sales of vacuum systems into wastewater applications (US) partly offset by

weaker pipe and tapware demand in the US as supply chains normalized and customers

reduced inventory.

•Continued growth in high performance foam applications

•Ultralon U-DEK® continued to grow strongly in the US, NZ, Australia and Europe.

•Growth from DEKS roofing and sealing products

•Growth in Europe and the US with improved execution and market share gains as well as

growth in specialty applications (solar).

•Lower NZD compared to pcp impacted translation of offshore earnings

•~90% of Industrial division revenue is from international markets.

•Revenue is flat, and EBIT is up 7% on constant currency basis.

-

40

80

120

160

200

240

FY17FY18FY19FY20FY21FY22FY23

Industrial Division Revenue ($m)

CAGR 7%

-

10

20

30

40

50

FY17FY18FY19FY20FY21FY22FY23

Industrial Division EBIT ($m)

CAGR 16%

Agri Division
7

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

NZ$ MillionFY19FY20FY21FY22FY23

Revenue88.893.6102.2110.5117.0

EBIT22.825.430.533.634.0

EBIT %25.727.129.830.429.1

Revenue up 6% and EBIT up 1% on record pcp

•Fourth consecutive record result

•FY23 EBIT up 49% on FY19.

•Dairy

•Modest growth in international markets.

•Wigram focus on process improvement aided by capital investment.

•Successful relocation of Stevens milk filter business from Featherston to Chch.

•Footwear

•Increased sales into urban market in NZ.

•Growth in sales of di-electric footwear in the US.

•Lower NZD compared to pcp favourably impacted translation of offshore

earnings, offset by hedging

•~60% of Agri division revenue is from international markets.

•Revenue and EBIT up 2% on constant currency basis.

-

20

40

60

80

100

120

FY17FY18FY19FY20FY21FY22FY23

Agri Division Revenue ($m)

CAGR 6%

-

10

20

30

40

FY17FY18FY19FY20FY21FY22FY23

Agri Division EBIT ($m)

CAGR 9%

Our levers for growth
People, Equipment, Technology, Products and Presence

•Investment in people (including new) to strengthen market, product and equipment development

•Expanded product development.

•Equipment, tooling and process development capability

•New equipment and process standardisation and improvement.

•Improved productivity, reduced process waste, more efficient energy use.

•Enable greater in-market presence providing new customer and product opportunities and a pathway to reduced GHG emissions.

•In market manufacturing presence

•Sim Lim (Liquid silicone rubber (LSR)) in the USA wholly owned from 01 November 2022 and integrated into Gulf.

•Manufacturing partnership in the USA for potable water. Commissioning in progress.

•Future opportunity to capitalise on investment being made to improve standardisation of equipment and process (as above).

•New products and new customers

•Continued focus on critical products for OEM customers.

•Production and sales for subsystem for hygiene market application commenced.

•Production and sales of LSR diaphragm for HVAC application commenced.

•New products for potable water, wastewater and roofing applications in US, Europe and Australia.

•Information systems investment and utilisation

•Two further projects completed.

•Delivering better returns for shareholders and opportunity for our people

8

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

ESG priorities and performance
Environmental

•Priority on assessing the impact of climate change on Skellerup

•Overseen by Sustainability Committee formed in June 2022.

•Framework for Board and management to aid investment decisions and enable informed establishment of climate related goals.

•Substantial progress, climate change scenarios selected, physical and transition risks and opportunities assessment almost complete.

•Next phase to assess mitigation and transition programmes and measure Scope 3 GHG emissions.

•Scope 1 & 2 GHG Emissions intensity (relative to revenue) down 10% in FY23 on pcp

•Gross emissions down 5% on pcp.

Social

•Working environment, flexibility and equity

•Some sites 4 x 10-hour shifts –good for our people and good for business.

•Part-time and hybrid arrangements to retain our best and attract new talent.

•New sites in Auckland, Melbourne and Christchurch.

•Pay equity and no discrimination.

Governance (& Management)

•Board with strong and diverse mix of skills, expertise and varied tenure

•Five independent, non-executive directors with 1 to 8 years Skellerup experience.

•One executive director with 16 years Skellerup experience.

•Global management team with range of skills and tenure, delivering sustainable growth

9

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

History of innovation and improvement
10

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

Our approach and markets
11

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

Segment results
Reconciliation of Segment EBIT to Group NPAT

12

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

NZ$ MillionFY17FY18FY19FY20FY21FY22FY23

Agri EBIT19.822.822.825.430.533.634.0

Industrial EBIT17.120.822.920.932.739.142.9

Corporate EBIT(4.1)(3.9)(3.9)(3.8)(6.8)(5.9)(5.2)

EBIT32.839.841.842.556.466.871.7

Finance Costs(1.4)(1.9)(1.8)(2.6)(2.1)(2.2)(4.6)

Share of Net Loss of Associate---(0.1)-(0.3)(0.1)

Tax Expense(9.3)(10.6)(11.0)(10.8)(14.1)(16.5)(16.1)

NPAT22.127.329.129.140.247.850.9

Disclaimer
This presentation contains not only a review of operations, but also some forward-looking statements about

Skellerup Holdings Limited and the environment in which the company operates. Because these statements are

forward looking, Skellerup Holdings Limited's actual results could differ materially.

Although management and directors may indicate and believe that the assumptions underlying the forward-looking

statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be

no assurance that the results contemplated in the forward-looking statements will be realised.

Please read this presentation in the wider context of material previously published by Skellerup Holdings Limited.

13

F Y 2 3 R E S U L T S / 1 7 A U G U S T 2 0 2 3

---

21 July 2023

Skellerup FY23 Results Presentation Webinar

Skellerup Holdings Limited (SKL) is releasing its financial results for the year ended 30 June 2023 on

Thursday 17 August 2023.

A presentation by management will be held by webinar at 10:00am NZ time on the same day.


To join the webinar, click on the below link:

https://us06web.zoom.us/j/84331070585?pwd=NlJsUGJmdExsMzRUcnZ0Z0Nwd0FlQT09

Meeting ID: 843 3107 0585

Passcode: 333809


To join via telephone:

New Zealand: +64 9 884 6780

Australia: +61 2 8015 6011

USA: +1 301 715 8592


Or find your local number: https://us06web.zoom.us/u/kecHPCE2Wu





For further information please contact:

Graham Leaming

Chief Financial Officer

+64 21 271 9206

---

17 August 2023
Skellerup delivers another record result and dividend pay-out

Skellerup today announced record audited net profit after tax of $50.9 million for the year ended

30 June 2023, a seven per cent increase over the previous record result.

Highlights for the year ending 30 June 2023

• Strategy continuing to deliver substantial growth in earnings and returns to shareholders.

• Revenue of $333.5 million, up 5% on the prior comparative period (pcp).

• Earnings before interest and tax (EBIT) of $71.7 million, up 7% on the pcp.

o Industrial Division’s EBIT of $42.9 million, up 10% on the pcp.

o Agri Division’s EBIT of $34.0 million, up 1% on the pcp.

• Net profit after tax (NPAT) of $50.9 million, up 7% on the pcp.

• Operating cash flow of $54.1 million, up 25% on the pcp.

• Net debt of $26.8 million, an increase of $1.6 million on the pcp.

• Final dividend of 14.0 cents per share (cps) (50% imputed) bringing the total FY23 dividend

to 22.0 cps (50% imputed) for the full year, up 7% on the pcp.

Skellerup’s CEO David Mair said he was proud the Skellerup team had delivered another record

profit, particularly during challenging global economic conditions. “It reflects the success of our

business strategy, purpose and focus. The FY23 NPAT was $50.9 million, a seven per cent

improvement on last year’s record result. Over the past seven years, NPAT has grown at a

compound annual growth of 14 per cent. We are confident we can continue to deliver long-term

sustainable earnings growth.”

Mair added, “The key element to our sustained earnings improvement is our unwavering focus on,

and commitment to, understanding customer needs. We use our deep expertise in material science

and our capability to combine different materials, rapidly build and deliver prototypes, and to

manufacture precision products in a scalable way. This enables us to continue to create new

opportunities to grow Skellerup’s business.”

Industrial Division’s EBIT was $42.9 million, a record result and up 10 per cent on the pcp. Revenue

was $216.8 million, up five per cent on the pcp. Mair said increased sales into wastewater, high-

performance foam and roofing applications were the key drivers for another record result in FY23.

“Our Industrial Division generates 85 per cent of its revenue from international markets. FY23 sales

revenue growth of five per cent was slower than in recent years. Strong revenue growth was

realised from sales of vacuum systems for wastewater applications (most notably in the USA), sales

of high-performance marine foam products (into the USA, NZ and Australia) and roof-flashing

products for solar energy installations (in the UK). This growth was partially offset by lower sales for

potable water and appliance applications as customers reduced inventories; this reflected both

lower demand and an easing of supply chain pressures such as raw material shortages and freight

congestion prevalent during the COVID-19 pandemic of the preceding two years. The FY23 result

again demonstrated that the broad range of applications we serve is a feature and strength of our

Industrial Division. This enables us to leverage our expertise and not be exposed to changes in

demand from any one sector.”




Agri Division’s EBIT was $34.0 million, up one per cent on the pcp. Revenue was $117.0 million, up

six per cent on the pcp. Mair said increased sales of footwear were key to another record result in

FY23.

“Our Agri Division remains a world leader in the design and manufacture of essential consumables

for the global dairy industry and the design and manufacture of rubber footwear for farming and

specialty applications including electricity, fire and forestry. Footwear was a standout during FY23 as

increased sales in NZ (hardware channels and urban markets) and the USA (electricity applications)

delivered earnings growth. Sales volumes of dairy consumables were down as customers reduced

inventories due to lower demand and an easing of freight congestion prevalent during the COVID-19

pandemic. Sales price adjustments in the second half of the year lagged the impact of raw material

cost increases incurred in the first half; however, productivity gains helped offset the impact of

lower production volumes, higher raw material prices and freight costs.”

Mair noted that Skellerup continued to invest for future growth.

“We allocate financial and intellectual resources carefully, targeting sustained earnings growth.

During FY23 we increased our ownership of Sim Lim – a manufacturer of liquid silicone products –

from 35 per cent to 100 per cent. We also increased our investment in internal engineering

capability to ensure our technical and product leadership position is retained, as well as investing in

advanced design and equipment capacity to improve the efficiency and adaptability of

manufacturing for the future. And we continue to invest in our systems to provide us with the

information we need and ensure we make it easy for customers to work for us.”

Chair John Strowger saluted the performance of the Skellerup team noting the FY23 result was the

outcome of many years of work.

“The key to Skellerup’s success is to work closely with our customers to identify and produce

enduring solutions to their problems. The intellectual capability of our people is as much an asset of

the Group as the bricks and mortar which are reported on the balance sheet. Done well, this can

create lasting trade relationships which can be hard to shift; the results reported now reflect years

of investment in this process – there is no ‘overnight success’ in the FY23 result.”

Strowger noted that celebrations of the 20-year anniversary of Skellerup’s business in Jiangsu, China,

and the 75-year anniversary of DEKS in Melbourne, Australia, further highlighted the enduring, long-

term strength of Skellerup.

Strowger highlighted the robust financial position of the business. “At Skellerup, we are often told by

well-intentioned third-party commentators that we have a ‘lazy’ balance sheet. It is true that we do

carry low levels of debt, but in periods of uncertainty have found this to be a distinct advantage; this

ensures we make the right decisions for the business in a holistic sense, rather than responding to

short-term exigencies. It also enables us to distribute a healthy proportion of our earnings to

shareholders in the form of dividends. The Directors are very pleased to announce a final dividend of

14 cents per share, imputed to 50 percent, which takes the full-year dividend to 22 cents per share,

a seven per cent increase on the prior year. The final dividend will be paid on 13 October 2023 with a

record date of 29 September 2023.”


For further information, please contact:

Graham Leaming Laura Dixon

Chief Financial Officer Executive Assistant

021 271 9206 022 044 1790

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