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FY23 Annual Report

Annual Report28 August 2023ALFFinancials

28 August 2023
announce@nzx.com

The Directors of Allied Farmers Limited (“Allied Farmers” or “Allied Group”) (ALF:NZX) are pleased to

report an audited net profit before tax for the year to 30 June 2023 of $4.071 million (FY22 $3.556

million), with an audited net profit after tax attributable to Allied Farmers’ shareholders of $3.338

million (FY22 $2.876 million) which was an increase of 16.06% from the previous year.

Before commenting on the result, the Allied Board wishes to acknowledge the passing in November

2022 of Mark Franklin. At that time he was Allied Farmers Chair. Mark was a highly experienced and

principled businessman, whose strength of leadership and strategic insight was invaluable.

The increased FY23 profit was driven by increased returns from NZ Farmers Livestock (NZFL) - largely

from veal processing - but offset by lower transaction and performance fees from NZ Rural Land

Management (NZRLM). A segmental contribution comparison is provided below which reflects the

contribution to Allied Farmers of our two principal investments and our holding company operating

and financing costs:

Segmental Contribution

attributable to Allied Farmers’

Shareholders ($ 000’s)

FY 2023 FY 2022

NZ Rural Land Management

(NZRLM)

1,138 1,624

NZ Farmers Livestock +

Finance (NZFL)

2,407 1,722

Allied Farmers (Parent) (207) (470)

Allied Farmers NPAT 3,338 2,876

Commentary on the results for NZRLM and NZFL business units are set out in the following

sections.

Allied Farmers’ earnings per share (EPS) increased by 16.1% to 11.59 cents per share (FY22

9.98cps), and Net Tangible Assets (NTA) per share, based on 67.8% direct ownership of NZFL and

The acquisition in March this year of the 50% balance of NZRLM led to governance changes, with
NZRLM co-founder Richard Milsom appointed Managing Director, and Shelley Ruha accepting the

role as Chair to replace retiring Chair, Chris Swasbrook. Allied Farmers’s secured external debt

funding for the first time in many years to partly fund the acquisition, improving Allied Farmers’s

capital funding mix.

In FY22 Allied Farmers implemented initiatives to reduce several recurring corporate costs. The full

benefit of these recuring cost reductions has been realised in FY23 (noting that the FY23 Parent

Company costs include one off advisory costs associated with the NZRLM acquisition and determining

the tax loss position).

The Directors will update at the Annual Meeting in November as to whether a dividend will

be paid.

New Zealand Rural Land Management (NZRLM) - 100% owned:

NZRLM is the external manager of NZX listed New Zealand Rural Land Company (NZL). NZL currently

owns 1 4,847 hectares of rural land and forest estates, an increase of 3,137 hectares during FY23.

On 27 March 2023 Allied Farmers’s acquired the 50% of NZRLM not already owned, having exercised

its call option on 19 December 2022. The purchase price was $8.3 million as determined by an

independent valuation undertaken by PwC in accordance with the terms of the call option agreement.

The purchase price was satisfied by the payment to the vendors of $6.55 million of cash (funded by a

loan from Heartland Bank), and the transfer to the vendors of 1,800,227 NZL shares owned by Allied at

their 20-day volume weighted average price prior to completion date of $0.9721 per share, being a

total of $1.75 million.

Allied Farmers’s total acquisition cost for 100% of NZRLM is $10.8 million ($2.5 million for the initial 50%

in December 2020, and $8.3 million for the remaining 50%), compared to the PwC valuation of $16.6

million. Coupled with the return on investment to date, this has been a significantly value accretive

investment for Allied.

NZRLM’s FY23 income is lower than FY22. During FY22 NZRLM managed the acquisition of a significant

number of large-scale assets that generated significant transaction fees for NZRLM, and there was a

significant increase in the value of NZL’s overall portfolio of +16.7%, from which NZRLM received

performance fees. NZL’s only acquisition in FY23 was of a forest estate located in Manawatū-

Whanganui, resulting in a lower level of income from transaction fees compared to FY22, and a lower

percentage increase in the value of the NZL portfolio (also affected by a change in NZL’s balance date

to 31 December) resulted in a lower level of income from performance fees.

This reduced income was partially offset by an increase in the ongoing management fee income

100% ownership of NZRLM, equals $0.21 per share (FY22 $0.48 per share).

The performance fees are paid to NZRLM by the issue of NZL shares to the owners of NZRLM. Allied
Farmers currently owns 2,803,617 NZL shares (~2% of NZL shares on issue).

Notwithstanding the lower FY23 NZRLM income, Allied is pleased with its performance, particularly

given the fee assumptions used in the PWC valuation to determine the consideration paid to acquire

the 50% of NZRLM not already owned.

New Zealand Farmers Livestock Limited (NZFL) – 67.8% owned:

Each of the NZ Farmers Livestock business areas – Livestock Agency, Veal and Finance – improved on

the prior year to achieve consolida

ted earnings 41.1% ahead of the prior year.

That said, the performance has been overshadowed by the loss of our livestock agent Mark Howells in a

road accident in June. Directors and staff reiterate our deepest sympathies to his family and friends.

The livestock agency business was again challenged, with difficult weather, some reduction in meat and

dairy market prospects, the impact of stock processing space constraints, and plenty of grass through

the summer making for an unusual year. The business’s primary exposure to Cyclone Gabrielle was via

our interest in Redshaw Livestock, and it is notable that this team performed extremely well as it

supported clients through the major disruptions involved. While slightly behind expectations, the agency

business saw encouraging progress on yard market shares, and continued to progress the online auction

and other digital developments that are increasingly important tools for our team and clients, and

future-proof this core area of our activity.

The veal business, reflecting good product market returns, again returned an excellent result,

appreciably ahead of both expectations and last year.

The NZ Farmers Livestock livestock financing activity combines a referral business funded by Heartland

Bank and short-term bull, lamb and other livestock financing conducted with the support of our main

business banker. We are pleased with progress across all aspects of this business and contemplate

ongoing growth in lending, and important support of clients in the challenging farming environment.

The Board wish to thank and acknowledge the hard work and initiative of our NZFL and NZRLM teams

over the last year.

Shelley Ruha - Chair

received by NZRLM for managing the NZL properties.

---

Annual Report
for the year ended 30 June 2023

www.alliedfarmers.co.nz

Listed on:

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CONTENTS

HISTORY

01 History

BUSINESS

OVERVIEW

02 Business

Overview

CHAIR

REPORT

04 Chair Report

4 5 6

DIRECTORS STATUTORY

DISCLOSURES

07 Directors’ 09 Statutory

Disclosures

CONSOLIDATED

FINANCIAL

STATEMENTS

21 Consolidated Financial Statements

INDEPENDENT

AUDITOR’S

REPORT

41 Independent Auditor’s

Report

COMPANY

DIRECTORY

46 Company Directory

This report is dated 28 August 2023 and is signed on behalf of the Board of Allied Farmers Limited:

Shelley Ruha – Chair Richard Milsom - Managing Director

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HISTORY

Allied Farmers Limited (ALF.NZX) is a NZX-listed investment company that has a legacy

dating back to 1889 with the formation of The Egmont Farmers’ Union Limited as a stock

and station company. This company was ultimately sold to Hawera based The Farmers’

Co-operative Organisation Society of New Zealand Limited, and 1914 is the recorded

s

tarting date of the company today. In 1997, the company changed its name to Allied

Farmers Limited. Allied Farmers listed on the NZX in 2002 (after having traded on

the NZX’s unlisted security facility since 1998) and throughout its history of providing

services to the agricultural sector has also operated as an agricultural investment

company with strategic stakes in livestock trading, meat, wool, lumber, finance and retail

rural supplies.

Allied Farmers Limited today is an investment company focused on the agricultural

sector with two principal investments - a 67.8% shareholding in New Zealand Farmers

Livestock Limited (NZFL) and 100% ownership of New Zealand Rural Land

Management Partnership (NZRLM), the Manager of NZX- listed company New Zealand

Rural Land Company (NZL.NZX).

To learn more about Allied Farmers’ extensive history, please visit our website:

https://www.alliedfarmers.co.nz/timeline

1

BUSINESS
OVERVIEW

Businesses:

Allied Farmers is a NZX-listed investment company with two investments in the rural sector.

Asset Management:

A

llied Farmers owns 100% of New Zealand Rural Land Management Limited Partnership (NZRLM), having

on 27 March 2023 acquired the 50% of NZRLM not already owned.

NZRLM provides management, investment and administrative services to NZX listed New Zealand Rural Land

Company Limited (NZL) pursuant to a Management Agreement. NZL owns and leases rural land to tenants to

provide shareholders with superior risk-adjusted returns compared to legacy rural investment vehicles.

Livestock Services:

A

llied Farmers owns 67.8 % of national livestock agency business, NZ Farmers Livestock Limited (NZFL). A

mix of NZFL agents and staff own the balance of NZFL.

N

ZFL’s core businesses are livestock agency, which generates commission revenue from the marketing,

purchase, sale and financing of livestock for clients, and exporting processed veal.

Strategy:

Allied Farmers is an investment vehicle focused on delivering earnings per share growth for shareholders by:

•providing strategic guidance and support to its investments to ensure that their business

strategies are designed to deliver sustainable earnings growth in line with Allied Farmers’s

expectations; and

•exploring growth opportunities that leverage its core strengths in the rural and asset

management sectors.

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Tax Losses:
Allied Farmers has a valuable tax loss asset which was the result of legacy investments in the finance sector.

During FY23 Allied obtained a Private Ruling from Inland Revenue under s 91E of the Tax Administration Act

1994 that significantly increased these tax losses.

As a r

esult of the ruling, Allied Group unrecognised deferred tax assets comprise unused tax losses as at 30

June 2023 total $180,785,199 gross (2022: $36,288,403).

The ability to utilise the tax losses is dependent on meeting shareholder continuity requirements of prevailing

tax legislation, and the Allied Farmers’ Board is acutely aware of maintaining both business and shareholder

continuity to preserve this valuable asset for shareholders and any future transactions will be structured with

this in mind.

Five Year Earnings Summary:

Financial Year Ending 30 June FY

2023

FY

2022

FY

2021

FY

2020

FY

2019

Allied Farmers Net Profit After Tax (NPAT)

- attributable to Allied Farmers shareholders - $

000’s

3,338 2,876 2,021 767 1,258

Allied Farmers Earnings Per Share – cents per

share

11.59 9.98 8.57 4.30 7.58

Allied Farmers Dividend Per Share – cents per

share

- - - 1.2 2.0


Comprising

NZFL incl. Finance - earnings attributable to

Allied Farmers shareholders* - $ 000’s

2,407 1,722 1,370 1,175 1,764

NZRLM - earnings attributable to Allied

Farmers shareholders - $ 000’s

1,138 1,624 1,152 - -


Allied Farmers Holding Co (Parent)** - $ 000’s

(207)(470)(501)(408)(506)

* Recognises Allied Farmers’ 67.8% NZFL ownership and 52% Redshaw Livestock ownership.

** In FY 2023 from Parent Operations loss of $779,000 (FY 2022: $699,000) disclosed in Note A1 of the Financial

Statements, tax benefits of $572,000 (FY2022: $230,000) received by the Parent arising from tax losses are

deducted.


SECTION 2. BUSINESS OVERVIEW

3

SECTION 3. CHAIR REPORT
CHAIR

REPORT

The Directors of Allied Farmers Limited (“Allied Farmers” or “Allied Group”) (ALF:NZX) are pleased to report

an audited net profit before tax for the year to 30 June 2023 of $4.071 million (FY22 $3.556 million), with an

audited net profit after tax attributable to Allied Farmers’ shareholders of $3.338 million (FY22 $2.876 million)

which was an increase of 16.06% from the previous year.

Before commenting on the result, the Allied Board wishes to acknowledge the passing in November 2022 of

Mark Franklin. At that time he was Allied Farmers Chair. Mark was a highly experienced and principled

businessman, whose strength of leadership and strategic insight was invaluable.

The increased FY23 profit was driven by increased returns from NZ Farmers Livestock (NZFL) - largely from

veal processing - but offset by lower transaction and performance fees from NZ Rural Land Management

(NZRLM). A segmental contribution comparison is provided below which reflects the contribution to Allied

Farmers of our two principal investments and our holding company operating and financing costs:

Segmental Contribution attributable to

Allied Farmers’ Shareholders ($ 000’s)

FY 2023 FY 2022

NZ Rural Land Management (NZRLM) 1,138 1,624

NZ Farmers Livestock + Finance (NZFL) 2,407 1,722

Allied Farmers (Parent) (207) (470)

Allied Farmers NPAT 3,338 2,876

Commentary on the results for NZRLM and NZFL business units are set out in the following sections.

Allied Farmers’ earnings per share (EPS) increased by 16.1% to 11.59 cents per share (FY22 9.98cps),

and Net Tangible Assets (NTA) per share, based on 67.8% direct ownership of NZFL and 100%

ownership of NZRLM, equals $0.21 per share (FY22 $0.48 per share).

The acquisition in March this year of the 50% balance of NZRLM led to governance changes, with NZRLM

co-founder Richard Milsom appointed Managing Director, and Shelley Ruha accepting the role as Chair to

replace retiring Chair, Chris Swasbrook. Allied Farmers’s secured external debt funding for the first time in

many years to partly fund the acquisition, improving Allied Farmers’s capital funding mix.

In FY22 Allied Farmers implemented initiatives to reduce several recurring corporate costs. The full benefit of

these recuring cost reductions has been realised in FY23 (noting that the FY23 Parent Company costs

include one off advisory costs associated with the NZRLM acquisition and determining the tax loss position).

The Directors will update at the Annual Meeting in November as to whether a dividend will be paid.

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SECTION 3. CHAIR REPORT
New Zealand Rural Land Management (NZRLM) - 100% owned:

NZRLM is

the external manager of NZX listed New Zealand Rural Land Company (NZL). NZL currently owns

14,847 hectares of rural land and forest estates, an increase of 3,137 hectares durin g FY23.

On 27 March 2023 Allied Farmers’s acquired the 50% of NZRLM not already owned, having exercised its call

option on 19 December 2022. The purchase price was $8.3 million as determined by an independent valuation

undertaken by PwC in accordance with the terms of the call option agreement. The purchase price was satisfied

by the payment to the vendors of $6.55 million of cash (funded by a loan from Heartland Bank), and the transfer

to the vendors of 1,800,227 NZL shares owned by Allied at their 20-day volume weighted average price prior

to completion date of $0.9721 per share, being a total of $1.75 million.

Allied Farmers’s total acquisition cost for 100% of NZRLM is $10.8 million ($2.5 million for the initial 50% in

December 2020, and $8.3 million for the remaining 50%), compared to the PwC valuation of $16.6 million.

Coupled with the return on investment to date, this has been a significantly value accretive investment for Allied.

NZRLM’s FY23 income is lower than FY22. During FY22 NZRLM managed the acquisition of a significant

number of large-scale assets that generated significant transaction fees for NZRLM, and there was a significant

increase in the value of NZL’s overall portfolio of +16.7%, from which NZRLM received performance fees.

NZL’s only acquisition in FY23 was of a forest estate located in Manawatū-Whanganui, resulting in a lower level

of income from transaction fees compared to FY22, and a lower percentage increase in the value of the NZL

portfolio (also affected by a change in NZL’s balance date to 31 December) resulted in a lower level of income

from performance fees.

This reduced income was partially offset by an increase in the

ongoing management fee income received by

NZRLM for managing the NZL properties.

The performance fees are paid to NZRLM by the issue of NZL shares to the owners of NZRLM. Allied

Farmers currently owns 2,803,617 NZL shares (~2%

of NZL shares on issue).

Notwithstanding the lower FY23 NZRLM income, Allied is pleased with its performance, particularly given

the fee assumptions PWC used in the valuation to determine the consideration paid to acquire the 50% of

NZRLM not already owned.

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SECTION 3. CHAIR REPORT
New Zealand Farmers Livestock Limited (NZFL) – 67.8% owned:

Each of the NZ Farmers Livestock business areas – Livestock Agency, Veal and Finance – improved on

the prior year to achieve consolidated earnings 41.1% ahead of the prior year.

That said, the performance has been overshadowed by the loss of our livestock agent Mark Howells in a road

accident in June. Directors and staff reiterate our deepest sympathies to his family and friends.

The livestock agency business was again challenged, with difficult weather, some reduction in meat and dairy

market prospects, the impact of stock processing space constraints, and plenty of grass through the summer

making for an unusual year. The business’s primary exposure to Cyclone Gabrielle was via our interest in

Redshaw Livestock, and it is notable that this team performed extremely well as it supported clients through the

major disruptions involved. While slightly behind expectations, the agency business saw encouraging progress

on yard market shares, and continued to progress the online auction and other digital developments that are

increasingly important tools for our team and clients, and future-proof this core area of our activity.

Th e veal business, reflecting good product market returns, again returned an excellent result, appreciably ahead

of both expectations and last year.

The NZ Farmers Livestock livestock financing activity combines a referral business funded by Heartland Bank

and short-term bull, lamb and other livestock financing conducted with the support of our main business banker.

We are pleased with progress across all aspects of this business and contemplate ongoing growth in lending,

and important support of clients in the challenging farming environment.

The Board wish to thank and acknowledge the hard work and initiative of our NZFL and NZRLM teams over the

last year.

Shelley Ruha - Chair

6

4
DIRECTORS


Shelley Ruha - Independent Chair

Shelley was appointed a Director of Allied Farmers Limited in November 2022, and Chair in April 2023. Prior to

her Director appointment, Shelley was the Independent Chair of NZ Rural Land Management GP and LP.

Shelley is a Company Director and Investor with 30 years’ experience across a variety of industries. She Chairs

PaySauce and TaxGift and is

a director of Heartland Bank, Hobson Wealth, Partners Life, and 9 Spokes.

Previous directorships include Paymark, JB Were and The Icehouse. Shelley has a Bachelor of Commerce.

Philip Luscombe - Independent Director

Philip was appointed a Director of Allied Farmers Limited in December 2005 and is Chair of New Zealand

Farmers Livestock Limited. As a former Agricultural Research Scientist, and with a broad farming background,

he has extensive experience in the agricultural sector. He is a shareholder and Chair of the Argyll Dairy Farm

group of farms in Otago, a partner in the family dairy farm in Taranaki, and has interests in farm forestry. He is

a trustee of The Massey-Lincoln and Agricultural Industry Trust, and is an Independent Director of dairy farming

business, Te Rua O Te Moko Limited. He is a former director of PKW Farms Ltd, Kiwi Cooperative Dairies

Limited, Kiwi Milk Products Limited, Dairy Insight, Dexcel, and NZAEL Limited. Mr. Luscombe is an independent

director. He has the following qualifications: BAgSci(Hons).

Richard Milsom – Managing Director

Richard was appointed Managing Director of Allied Farmers Limited in April 2023. Richard is one of the founders

and executives of New Zealand Rural Land Management and NZX-listed New Zealand Rural Land Company.

He was previously a consultant at global investment management firm Elevation Capital Management, where

he focused on special situation investments. Richard has been involved in a number of industries including

tourism, agriculture/ biotechnology and fine art auction houses – in functions ranging from finance, to marketing,

strategy, strategic review and implementation. Richard was previously on the board of the Institute of Finance

Professionals New Zealand (INFIZ) and was recognised within the financial services industry by being awarded

the INFINZ Emerging Leader Award 2017. Richard is not an independent director. He holds a BCom in finance

and economics from the University of Canterbury, with post-graduate certificates in value investing from

Columbia University (New York), and agricultural businesses and leadership from Harvard Business School

(Boston).

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Note: Former Director Chris Swasbrook resigned from the Board with effect from 5 April 2023, and former
Director and Chair Mark Franklin passed away in November 2022.

Director Independence:

As at 30 June 2023, Shelley Ruha and Philip Luscombe are considered by the Board to be independent

directors. Deceased Director Mark Franklin was also considered to be an independent director. They are/were

considered to be independent due to the following factors:

•They are/were non-executive directors who are not substantial shareholders and who are free of any

interest, business or other relationship that would materially interfere with, or could reasonably be

seen to materially interfere with, the independent exercise of their judgement;

•They have not been employed or retained, within the last three years, to provide material professional

services to the Company;

•Within the last 12 months, they were not a partner, director, senior executive or material shareholder

of a firm that provided material professional services to the Company or any of its subsidiaries; and

•None of those directors:

ohave been, within the last three years, a material supplier to the Company or

have any other material contractual relationship with the Company or another

group member other than as a director of the Company;

oreceive performance-based remuneration from, or participates in, an

employee share scheme of the Company; and

ocontrol, or is an executive or other representative of an entity which controls,

5% or more of the Company’s voting securities.

Richard Milsom is not considered to be independent because he is Allied Farmers’ Managing Director and a

substantial shareholder.

SECTION 4. DIRECTORS

8

STATUTORY
DISCLOSURES

Statutory Disclosures:

M

ore information on Allied Farmers governance is set out in the Corporate Governance Report, a copy of

which is available on the Allied Farmers’ website, www.alliedfarmers.co.nz/investors.

Disclosure of Interest:

Pursuant to section 140 of the Companies Act 1993, the following changes in interests were disclosed during

FY23 (excluding directorships of wholly owned subsidiaries) in the Interests Register:

DirectorEntity Relationship

Shelley Ruha

9 Spokes and subsidiaries

Chair

Analey Holdings Ltd and

Analey Investments Ltd

Director and Shareholder

Heartland Bank Ltd Director

Hobson Wealth Holdings Ltd

and Hobson Wealth Partners

Ltd

Director

IT & Business Consulting Ltd Director and Shareholder

Partners Group Holdings Ltd and

Partners Life Ltd

Director

PaySauce

Chair

Tax Gift Chair

Richard Milsom Bellevue Enterprises Limited Executive Director

Ngutunui Dairies Limited Director

W2 Dairies Director

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Directors’ Share Trading and Holdings:
D

irectors and former directors disclosed the following acquisitions and disposals of relevant interests in Allied

Farmers Limited shares during FY23 pursuant to section 148 of the Companies Act 1993:

Director/relevant

Interest

Date(s) Details

Chris

Swasbrook/Elevation

Capital Management

Limited

12 May 2023

Off market transfer where Elevation Capital client (PT

Class 10 Nominees) sold 775,000 ordinary shares to

WAF Limited for total consideration of $581,250.

5 April 2023

Off market transfer where Elevation Capital sold

2,750,000 ordinary shares to entities/parties

associated with Richard Milsom for a total

consideration of $2,062,500.

1 December 2022

Off market transfer where two Elevation

Capital wholesale clients acquired 325,000 ordinary

shares for a total consideration of $237,250. Hopeton

Trustee Company Limited

was the seller.

5-9 September 2022 On market transfer where two Elevation

Capital wholesale clients acquired 120,000 ordinary

shares for a total consideration of $90,000.

Richard Milsom 5 April 2023

Off-market purchase of 2,616,682 Allied Farmers

Limited shares from Elevation Capital Management

Limited for a total consideration of $1,962,512.

25 November 2022 Off market purchase of 675,000 shares from Hopeton

Trustee Company Limited for a total consideration of

$506,250.

As at 30 June 2023, directors, or entities related to them, held relevant interests (as defined in the Financial

Markets Conduct Act 2013) in Allied Farmers Securities as follows:

D

irector

Number of shares and percentage of shares on

issue

Richard Milsom 4,553,667 (15.8%)

Philip Luscombe 15,557 (0.054%)

Shelley Ruha 150,000 (0.52%)

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SECTION 5. STATUTORY DISCLOSURES
Directors’ Fees:

Director 2023 2022

Philip Luscombe $55,000 $50,833

Shelley Ruha

1

$38,333

-

Richard Milsom

2


- -

Christopher

Swasbrook

3


$46,250 $46,667

Marise James

4


-

$23,676

Richard Perry

5


-

$15,000

Ross Verry

6

- $2,917

Mark Franklin

7

$29,167 $45,833

Total $168,750 $184,926

Directors Other Remuneration:

Director 2023 2022

Marise James

8


- $800

Richard Perry

9


- $28,072

Richard Milsom

$95,416

-

Shelley Ruha

$20,348

-

Total

$115,764 $28,872

1

Appointed 9 November 2022

2

Appointed 5 April 2023

3

Resigned 5 April 2023

4

Resigned 24 November 2021

5

Resigned 1 October 2021

6

Resigned 15 July 2021

7

Deceased November 2022

8

Marise James is a Partner in Baker Tilly Staples Rodway, which, provided tax and consulting services to the Allied Group

9

Waimatai Group Limited, a company associated with Richard Perry, provided services to the Allied Group.

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SECTION 5. STATUTORY DISCLOSURES


Shareholders approved a cap on directors’ fees of $332,000 p.a. at the 2007 Annual Meeting. This cap

includes all directors’ fees paid in relation to Group subsidiary companies as well as for the Parent. In

addition to the above payments, Oliver Carruthers, a director of NZ Farmers Livestock Limited received

total remuneration and benefits from NZ Farmers Livestock Limited of $ 207,922,

and Simon Williams, a

director of NZ Farmers Livestock Limited and NZ Farmers Livestock Finance Limited, received total

remuneration and benefits from NZ Farmers Livestock Limited of $122,973. In neither case did this

remuneration and benefits include any director’s fees.


Particular Disclosures:


NZ Rural Land Management Acquisition:


On 27 March 2023, Elevation Capital Management Limited (ECML), an Associated Person of former

Allied Farmers’s Director Chris Swasbrook (but who at that time was an Allied Farmers’s Director), sold

a 16.5 percent interest in NZ Rural Land Management GP Limited and NZ Rural Land Management

Limited Partnership to Allied Farmers for $2,739,000. The purchase price for this interest was satisfied

by cash consideration of $2,161,500 and the transfer from Allied Farmers to ECML of 594,075 ordinary

shares in NZ Rural Land Company Limited (NZL) for $0.9721 per share, being the 20-day volume

weighted price of NZL’s shares on the NZX.


On 27 March 2023, RPMilsom Investments Limited and REM Trustee Limited (RL), Associated Persons

of Director Richard Milsom ( but who was not a Director at the time), sold a 7.5 percent interest in NZ

Rural Land Management GP Limited and NZ Rural Land Management Limited Partnership to Allied

Farmers for $1,245,000. The purchase price for this interest was satisfied by cash consideration of

$982,500 and the transfer from Allied Farmers to RPM of 270,034 ordinary shares in NZ Rural Land

Company Limited (NZL) for $0.9721 per share, being the 20-day volume weighted price of NZL’s shares

on the NZX.


The cash consideration for the NZRLM acquisition was partly funded by a loan to Allied Farmers from

Heartland Bank Limited. Allied Director Shelley Ruha is also a director of Heartland Bank Limited.

Accordingly, Ms. Ruha took no part in negotiating the terms of the Heartland loan.


Additional Related Party disclosures and information can be found in section E1 of the FY23 Financial

Statements.


General:


Except to the extent described above, no Director has entered into any transactions with the Company

or its subsidiaries other than in the normal course of business, on the Company’s normal terms of trade,

and on an arms-length basis.


No Director issued a notice requesting to use Group information received in their capacity as a Director

which would not otherwise have been available to them.


During the year the Company paid premiums on contracts insuring directors and officers in respect of

liability and costs permitted to be insured against in accordance with Section 162 of the Companies Act

1993 and the Company’s constitution.


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SECTION 5. STATUTORY DISCLOSURES



Managing Director Remuneration:


The review and approval of the Managing Director’s remuneration is the responsibility of the Allied

Farmers’ Board.


The Managing Director’s remuneration comprises a fixed base salary, and at-risk short-term and long-

term incentives. These incentives have been agreed for the FY24 financial year, but given Mr. Milsom

only commenced his role in April 2023, the Board determined that it was not necessary or appropriate to

adopt incentives for the remainder of FY23. At-risk incentives are paid against targets agreed with the

Managing Director, and are based on financial measures including earnings targets and progress

against objectives related to the strategic plan and other personal objectives. The Board will assess the

Managing Director’s performance at the end of FY24 year and this will be disclosed in the FY24 Annual

Report. Richard Milsom’s total remuneration for FY23 was $95,416 *


* Note this is for the period 1 April to 30 June 2023. Prior to that Mr. Milsom was not Allied Farmers’

Managing Director, and therefore remuneration he received prior to 1 April 2023 for services provided to

NZRLM is not included.


Short Term Incentive

For FY24 the Managing Director’s short-term targets and objectives are structured as follows.


Target: $125,000

Maximum achievable: $250,000

Objectives:

• 50% - NZRLM achieves Budgeted NPAT.

• 10% - NZFL achieves Budgeted NPAT.

• 20% - NZ Rural Land Company Limited (NZRLC) relationship.

• 20% - Strategy and leadership.

Long Term Incentive

The Board established a Long-T erm Incentive Plan to link rewards with strategic long-term goals and

performance and the maximisation of shareholder returns. This involves a grant of Performance Rights

being made to the Managing Director subject to certain Vesting Conditions. Each Performance Right

represents a right to receive an Allied Farmers’ ordinary share or be paid an amount of cash

consideration (in certain circumstances), subject to the satisfaction of the Vesting Conditions. The

Vesting Conditions will be measured over a performance period starting from 1 July 2023 and ending

30 June 2026.

The proportion of Performance Rights that satisfy the Performance Vesting Condition will be determined

by reference to the following scale:


Performance against target (budgeted) three-

year average of Group NPAT

Percentage of performance rights to satisfy Performance

Vesting Condition

<80% of target 0%

80% to 100% of target 50% paid if achieve 80%.

100% paid if achieve 100% or more.


with a pro rata allocation between the 80% and 100%

achievement levels.

13

SECTION 5. STATUTORY DISCLOSURES




Subject to shareholder approval, 144,032 Performance Rights will be issued to Mr. Milsom for

FY24.The NPAT target will be set at the beginning of each of the three financial years. Performance will

be assessed each year relative to the targets. Because Mr. Milsom is a Director, the grant of

Performance Rights is subject to and conditional on approval from Allied’s shareholders. Allied intends

to seek this approval at its 2023 Annual Shareholders Meeting, likely to be in November 2023.



NZ Farmers Livestock CEO Remuneration:


The review and approval of the CEO’s remuneration is the responsibility of the Subsidiary Board.


The CEO’s remuneration comprises a fixed base salary, fringe benefits and an at-risk short-term

incentive payable annually. There is no long-term incentive. At-risk incentives are paid against targets

agreed with the CEO, and are based on financial measures including earnings targets and progress

against objectives related to the strategic plan and other personal objectives. The Board assesses the

CEO’s performance at the end of the financial year to determine the actual payment value of his short-

term incentive. For FY23 these targets and objectives were structured as follows.


Category Weight Measure

Target $60,000


Financial Performance




65%

• 50% paid if achieve 90% of NZFL Net Profit Before

Tax (NPBT) (after Redshaw minorities) board

approved budget.

• 100% paid if achieve 110% of NZFL NPBT (after

Redshaw minorities) Board approved budget with

a pro rata allocation between the 90% and 110%

achievement levels.


Non-financial

performance


35%

Health and safety and other non-financial measures

Stretch $70,000


Financial Performance




100%

• 50% paid if achieve 125% of NZFL NPBT (after

Redshaw minorities) Board

approved budget.

• 100% paid if achieve 150% of NZFL NPBT (after

Redshaw minorities) Board approved budget with

a pro rata allocation between the 125% and 150%

achievement levels.



The NZL Board assessed Steve Morrison’s achievement against these FY23 performance targets at

30% of Target Financial Performance, 54% of Target Non-financial Performance and 60% of Stretch

Financial Performance.





14

SECTION 5. STATUTORY DISCLOSURES




Steve Morrison’s total remuneration received during FY23 was as follows:



Financial Year Salary Benefits Performance – Short-term

Incentive

Total

Remuneration

FY 2023 $273,961 $18, 483 $47,250 being 79% of

maximum achievable from

FY22

$339,694

FY 2022 $265,081 $20,522 $40,200 being 67% of

maximum achievable from

FY21

$325,803


No executives or employees other than Mr. Milsom have a Long-Term Incentive Plan. Neither Mr. Milsom or

Mr. Morrison have a severance package. Mr. Morrison is subject to a one-month notice period under his

Employment Agreement, and either party may give three months’ notice to terminate Mr. Milsom’s Service

Level Agreement.


15

SECTION 5. STATUTORY DISCLOSURES



Subsidiary Employee Remuneration:


The number of employees whose remuneration and benefits were over $100,000 for FY23 is within the

specified bands as follows:



Remuneration Range 2023 2022

100,000 110,000 4 3

110,001 120,000 5 3

120,001 130,000 3 2

130,001 140,000 1 2

140,001 150,000 2 1

150,001 160,000 2 2

160,001 170,000 2

170,001 180,000

180,001 190,000 1 1

190,001 200,000 1

200,001 210,000 1 1

210,001 220,000 2

220,001 230,000 1 1

230,001 240,000 3 2

240,001 250,000 1

250,001 260,000

260,001 270,000 1

270,001 280,000

280,001 290,000

290,001 300,000

300,001 310,000

310,001 320,000 1

320,001 330,000 1

Total 28 22


The remuneration figures shown in the above table include all monetary remuneration actually paid, plus

the cost of all benefits provided, during the year. The table does not include independent contractors.


16

SECTION 5. STATUTORY DISCLOSURES


Substantial Product Holders:

Notices given under the Financial Markets Conduct Act 2013 up to the date of this Annual Report:


Holder Relevant Interest Date of Notice

Richard Milsom 4,553,6673 (15.8%) 5 April 2023

WAF Limited 4,104,892 (14.25%) 11 May 2023


Subsidiary Companies:


Directors of subsidiary companies as at 30 June 2023 were as follows:


Subsidiaries of the Parent Principal Activity Directors

Allied Farmers Rural Limited Rural Services S. Ruha, P Luscombe

ALF Nominees Limited

Nominee company S. Ruha

Allied Farmers (New Zealand)

Limited

Non-trading S. Ruha

Rural Funding SolutioNZ

Limited

Rural Financing S. Ruha, O Carruthers

Subsidiaries of Allied Farmers (New Zealand) Limited

Allied Farmers Property

Holdings Limited

Non-trading S. Ruha

QWF Holdings Limited Non-trading S. Ruha

Lifestyles of NZ Queenstown

Limited

Non-trading S. Ruha

LONZ 2008 Limited Non-trading S. Ruha

LONZ 2008 Holdings Limited Non-trading S. Ruha

Clearwater Hotel 2004 Limited Non-trading S. Ruha

Subsidiaries of Allied Farmers Property Holdings Limited

UFL Lakeview Limited Non-trading S. Ruha

5M No 2 Limited Non-trading S. Ruha

Subsidiaries of Allied Farmers Rural Limited


NZ Farmers Livestock Limited


Livestock Trading

P Luscombe, R. Milsom, S

Williams, O Carruthers

Subsidiaries of NZ Farmers Livestock Limited

Farmers Meat Export Limited Meat Processing S Morrison, W Sweeney, P

Luscombe

NZ Farmers Livestock

Finance Limited

Rural Finance S. Ruha, O Carruthers

Redshaw Livestock Limited

Livestock Trading

D Freeman, A Hiscox, M MacDonald,

W Sweeney

17

SECTION 5. STATUTORY DISCLOSURES


Shareholder Information:


The ordinary shares of Allied Farmers Limited are listed on the NZX. The NZX share code is ‘ALF’.


Twenty Largest Registered Shareholders:


The shareholder information in the following disclosures has been taken from the Company’s share

register at 8 August 2023.



Rank Investor Name

Total

Units

%

Issued

Capital

1 Rem Trustee Limited 3,385,000 11.75

2 Custodial Services Limited 3,118,375 10.83

3 Waf Limited 2,455,000 8.52

4 Wairahi Investments Limited 1,300,000 4.51

5 Donald Clifton Jacobs 831,050 2.88

6 FNZ Custodians Limited 704,253 2.44

7 Elizabeth Beatty Benjamin & Michael Murray Benjamin 682,622 2.37

8 Dfs Investment Partners Llc 522,185 1.81

9 Rpmilsom Investments Limited 512,000 1.78

10 Deborah Lee Seerup 500,001 1.74

11 New Zealand Depository Nominee 458,673 1.59

12 Glenn Leslie Ballinger 457,334 1.59

13 New Zealand Central Securities Depository Limited 424,880 1.47

14 FNZ Custodians Limited 400,374 1.39

15 Fortune Capital Group Limited 337,239 1.17

16 Jade NZ Limited 300,000 1.04

17 Colin Stuart Loveday 231,000 0.80

18 Ross Phillip Drew 221,404 0.77

19 Lee Athol Wilson & Shirley Ann Wilson 200,000 0.69

20 David Mitchell Odlin 196,619 0.68

18

SECTION 5. STATUTORY DISCLOSURES
Analysis of Shareholding:

Range Holders Holders % Issued Capital Issued Capital %

1-1000 1484 62.33 572,830 1.99

1001-5000 448 18.82 1,113,081 3.86

5001-10000 180 7.56 1,341,838 4.66

10001-50000 206 8.65 4,444,751 15.43

50001-100000 26 1.09 1,894,794 6.58

Greater than 100000 37 1.55 19,439,140 67.48

Diversity and Gender:

In June 2020, Allied Farmers adopted a Diversity and Inclusion Policy. More information on the Policy is set out

in the Corporate Governance Report and a copy is available on the Allied Farmers’ website. The Board has

evaluated Allied Farmers’s performance against its Diversity Policy objectives to operate the business in a way

that:

•does not tolerate discrimination of any kind;

•is objective, open-minded and free from discrimination;

•empowers management to cultivate a culture of inclusion in which the strengths of every

individual are recognised and valued;

•seeks to ensure that all staff receive equal and fair treatment under our policies and practices,

so that success is unhindered by individual differences;

•recognises and values individual diversity, different skills, ability and experiences; and,

•complies with the New Zealand Human Rights Act 1993, New Zealand Bill of Rights Act

1990, and all other relevant Human Rights laws.

The Board considers that these objectives have been met.

As at 30 June 2023, females represented 33% (FY22: 0%) of Directors and 17% (FY22: 25%) of Officers

of Allied Farmers. Officers are defined as being the Chief Executive Officer of NZ Farmers Livestock Limited

and specific direct reports of the CEO having key influence, and the Managing Director of Allied Farmers

Limited.

Current Year Previous Year

Male Female Male Female

Number of Directors 2 1 3 0

Percentage of

Directors

67% 33% 100

%

0%

Number of Officers 5 1 4 1

Percentage of

Officers

83% 17% 80% 20%

19

SECTION 5. STATUTORY DISCLOSURES


Shareholder Enquiries:


Shareholders should send changes of address, dividend queries, and instructions and shareholding information

requests to Link Market Services Limited, which acts as the Company’s share registrar.


Annual Meeting of Shareholders:


Allied Farmers Limited’s Annual Meeting of shareholders is typically held in late November each year. A Notice

of Annual Meeting and Proxy Form will be circulated to shareholders prior to the meeting.


Dividends Paid:


No dividend was paid to shareholders in FY23 (FY22: Nil).


Donations:


The Allied Farmers Board has determined that it will not make political donations. No political donations were

made during FY23.

20






CONSOLIDATED

FINANCIAL STATEMENTS

SEC


TION


6

21

Allied Farmers Group
Consolidated Profit and Loss Statement

For the year ended 30 June 2023

JuneJune

20232022

Note$000$000

Commission and fee incomeA1 15,906

15,057

Sale of goodsA1 10,015

9,292

Interest incomeA1 414

630

Other IncomeA1 387

215

Equity Accounted Earnings NZRLMA1

417

1,624

Total Income

27,139

26,818

Cost of goods soldA1 (7,155) (7,271)

Personnel expensesA1 (10,018) (10,146)

Depreciation and amortisationA1 (902) (892)

Operating expensesA1

(4,717) (4,661)

Total Expenses

(22,792) (22,970)

Finance CostsA1

(276) (292)

Profit before tax 4,071

3,556

Income tax (expense) / benefitA2 207 (24)

Profit after tax 4,278

3,532

Total comprehensive income

4,278

3,532

Profit attributable to:

Shareholders of Allied Farmers Limited ('Allied')

3,338

2,876

Minority shareholders of NZ Farmers Livestock Limited ('NZFL')

940

656

Allied Earnings per share (cents) - Basic and Diluted

11.59

9.98

Weighted average number of shares - Basic and Diluted (000's)

28,806

28,806

Consolidated Statement of other Comprehensive Income

For the year ended 30 June 2023

JuneJune

20232022

Note$000$000

Profit after tax 4,278

3,532

C2 (670) (53)

Total comprehensive income

3,608

3,479

Group

Group

Change in value of investment in equity securities

22

Allied Farmers Group
Consolidated Statement of Cash Flows

For the year ended 30 June 2023

JuneJune

2023

2022

Note$000$000

Cash flows from/(to) operating activities

Cash receipts from customers26,144 24,758

Interest received414 630

Distribution from NZRLM- 625

Cash paid to suppliers and employees(23,541) (22,185)

Interest paid(276) (292)

Income tax (paid)/received(52) (97)

Net cash flow from operating activities2,689 3,439

Cash flows from/(to) investing activities

Dividend income from NZRLC152 -

Decrease (Increase) in finance receivables NZ Farmers Livestock Finance Ltd/Rural Financial SolutioNZ Ltd1,324 2,326

Disposal (Acquisition) of New Zealand Rural Land Company Limited shares(156) (1,484)

Investment in New Zealand Rural Land Management Partnership C2(6,358)

-

Purchase of shares in NZ Farmers Livestock Ltd(93) (12)

Net disposal/(acquisition) of intangibles, property, plant and equipment(120) 124

Net cash flow from/(used in) investing activities(5,251) 954

Cash flows from/(to) financing activities

Drawdown of Heartland borrowings 3,660 -

Repayment livestock trading borrowings- (1,115)

Repayment of finance receivables borrowings- (925)

Repayment of bond- (1,000)

Dividends paid to Minority Shareholders in Subsidiaries (1,295) (535)

Lease principal repayments(567) (813)

Net cash flow used in financing activities1,798 (4,388)

Net movement in cash and cash equivalents(764) 5

Opening cash and cash equivalents4,547 4,542

Closing cash and cash equivalentsB43,783

4,547

Reconciliation of Profit to Cash Surplus from Operating Activities

Profit for the year 4,278

3,532

Adjustments for items not involving cash flows:

Impairment on receivables 10

41

(Profit)/loss on sale of assets 13 (31)

Depreciation and amortisation 902

892

(Increase) Decrease in Deferred Tax (330) (40)

Other - including non cash items (442) (979)

153 (117)

Movement in trade and other receivables 75

267

Movement in inventories

(178) (23)

Movement in trade, other payables and employee benefits

(1,493)

(188)

Movement in taxation (146) (32)

Cash flow from operating Activities 2,689

3,440

Group

23

Allied Farmers Group
Consolidated Balance Sheet

As at 30 June 2023

JuneJune

20232022

Note$000$000

Equity

Share capitalB2 158,204

158,204

Accumulated Losses (141,134) (143,743)

Equity attributable to owners of the Parent 17,070

14,462

Non-controlling interestsB3 1,653

2,042

Total equity 18,723

16,504

Liabilities

Trade and other payablesB7 9,498

10,849

Employee benefits 1,365

1,515

Income tax payable 79

7

Bank borrowingsB5 945

-

Lease liabilitiesB6 665

761

Total current liabilities 12,552

13,132

Bank borrowingsB5 2,715

-

Lease LiabilitiesB6 905

1,377

Total non-current liabilities 3,620

1,377

Total liabilities 16,172

14,509

Total liabilities and equity 34,895

31,012

Assets

Cash and cash equivalentsB4 3,783

4,547

Trade ReceivablesC1 9,931

9,830

Inventories 252

74

Finance receivablesC1 1,505

2,830

Other receivables 214

292

Total current assets 15,685

17,573

Deferred tax assetsA2 1,324

993

GoodwillD2 742

742

Intangible assets C4 10,442

115

Investment - New Zealand Rural Land Management GP

Limited

C2 -

3,665

Investment - New Zealand Rural Land CompanyC2 2,467

3,103

Investments - OtherC2 6

2

Property - owned C3 2,837

2,932

Property - right of use assetsC3 1,392

1,887

Total non-current assets 19,210

13,440

Total assets 34,895

31,012

0.260.54

0.210.48

Note: net tangible assets is calculated as equity from which is deducted goodwill and intangible assets

Group

Net Tangible Assets per Share - attributable to Allied ($ per share)

Net Tangible Assets per Share - Consolidated ($ per share)

24

Allied Farmers Group
Consolidated Statement of Changes in Equity

Components that make up the capital and reserves of the Group and the changes of each component during the year.

For the year ended 30 June 2023

Group

Share

Capital

Accumulated

losses

Revaluation

Reserve

Allied

Shareholders

Interests

Minority

Shareholders

Interests

Total

$000$000$000$000$000$000

Balance at 1 July 2021 158,204 (146,431) (135) 11,638 1,933

13,571

Profit after tax for the year - 2,876 - 2,876 656

3,532

Revaluation of Equity Securities (refer Note C2) - - (53) (53) - (53)

Total comprehensive income for the period - 2,876 (53) 2,823 656

3,479

Dividends paid to Minority Interests - - - - (535) (535)

AFL purchase Minority Shareholders Shares - - - - (12) (12)

Total transactions with owners - - - - (547) (547)

Balance at 30 June 2022 158,204 (143,555) (188) 14,461 2,042

16,503

Balance at 1 July 2022 158,204 (143,555) (188) 14,461 2,042

16,503

Profit after tax for the year - 3,338 - 3,338 940

4,278

Revaluation of Equity Securities (refer Note C2) - - (670) (670) - (670)

Total comprehensive income for the period - 3,338 (670) 2,668 940

3,608

Dividends paid to Minority Interests - - - - (1,295) (1,295)

AFL purchase Minority Shareholders Shares - (59) - (59) (34) (93)

Total transactions with owners - (59) - (59) (1,329) (1,388)

Balance at 30 June 2023 158,204 (140,276) (858) 17,070 1,653

18,723

25

Allied Farmers Group
A Financial performance

A1 How we operate and generate returns for shareholders

Livestock services: An agency business facilitating livestock transactions and the procurement and export of veal.Financial services: Providing and referring livestock finance to farmer clients.Parent operations: The ultimate holding company for Allied Group's investments and governance activity for the Group.Segment information (Audited)

June

June

June

June

June

June

June

June

June

June

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

$000

$000

$000

$000

$000

$000

$000

$000

$000

$000

Commission and fee income

14,699

15,057

4

-

1,203

-

-

-

15,906

15,057

Sale of goods

10,015

9,292

-

-

-

-

-

-

10,015

9,292

Interest income

284

216

124

414

-

-

6

-

414

630

Other Income *

40

158

195

15

-

-

152

42

387

215

Equity Accounted Earnings NZRLM

-

-

-

-

417

1,624

-

-

417

1,624

Total Income

25,038

24,723

323

429

1,620

1,624

158

42

27,139

26,818

Cost of goods sold

7,155

7,271

-

-

-

-

-

-

7,155

7,271

Personnel expenses

9,789

10,024

96

46

56

-

77

76

10,018

10,146

Depreciation and amortisation

769

892

-

-

133

-

-

-

902

892

Operating expenses

3,606

3,937

41

77

210

-

860

647

4,717

4,661

Total Expenses

21,319

22,124

137

123

399

-

937

723

22,792

22,970

Finance Costs

(128)

(140)

(64)

(134)

(84)

-

-

(18)

(276)

(292)

Profit/(loss) before tax

3,591

2,459

122

172

1,137

1,624

(779)

(699)

4,071

3,556

Income tax (expense) / benefit

207

(24)

Profit/(loss) after tax

4,278

3,531

Current Assets

12,603

14,300

1,505

2,830

1,267

-

310

443

15,685

17,573

Investments in NZRLC

-

-

-

-

-

-

2,467

3,103

2,467

3,103

Investment in Associates and Joint Ventures

-

-

-

-

-

3,665

-

-

-

3,665

Other Non-Current Assets

6,296

6,571

100

100

10,347

-

-

-

16,743

6,671

Assets

18,899

20,871

1,605

2,930

11,614

3,665

2,777

3,546

34,895

31,012

Current Liabilities

10,869

13,029

525

-

1,001

-

158

103

12,552

13,132

Non-Current Liabilities

905

1,377

-

-

2,715

-

-

-

3,620

1,377

Liabilities

11,773

14,406

525

-

3,716

-

158

103

16,172

14,509

Additions of Property, Plant and Equipment, and Right of Use assets

231

771

-

-

-

-

-

-

231

771

* Other Income included in 2022 - Covid 19 Wage and Resurgence Subsidy payments $117,686.* Other Income in the Financial Services segment includes referral fee income from Heartland Bank Limited to 30 June 2023 $195,214 (2022: $15,084)

In this section

Rural Land Management: Investment in New Zealand Rural Land Management Limited Partnership the contracted asset manager of New Zealand Rural Land Company Limited.

Livestock Services

Financial Services

Rural Land Management

Total

Parent Operations

26

A2Taxation
2023

2022

$000 $000

Income tax using the company's tax rate (28%)1,140 996

Expenditure not deductible for tax

3

3

Other permanent differences

(80)

202

Temporary differences

1

57

Recognition of deferred tax asset

(330)

(40)

Use of Group tax losses

(527)

(1,194)

Income tax expense (benefit)207

24

Deferred Tax

Movement in temporary differences during the year

Opening

balance

Recognised in

income

Closing

Balance

$000$000$000

Financial receivable credit loss provision 48 3 51

Employee benefits 251 (2) 249

Tax loss carry forward 694 330 1,024

993 331 1,324

Financial receivable credit loss provision 36 12 48

Employee benefits 205 46 251

Tax loss carry forward 712 (18) 694

953 40 993

Revenue by NZRLM from property management fees, performance fees and transaction fees are recognised as revenue in the accounting periods in which

the services are rendered, which is when they satisfy their performance obligations to NZRLC.

Measurement and Recognition

Commission income on facilitating a livestock sale agreement, grazing agreement or forward livestock sale agreement is recognised when the sale is agreed

by a vendor and purchaser, net of rebates. The Group is acting as an agent as it doesn't have inventory risk and isn't able to set a price.

Forward delivery contracts in relation to herd sales on which commission income is earned contain an element of variable consideration due to the timeframe

between when the sale is agreed and its completion. At year end the variable consideration is taken account of in the revenue recognised.

Sale of goods (veal meat and skins) revenue is recognised once goods are delivered to the customer. The Group is deemed a principal, rather than an

agent, as it holds inventory risk.

Fee income relates to RFID scanning fees, yard fees charged at saleyards and valuation fees. The income is recognised when livestock are scanned, a sale

is agreed within the auction or when the livestock are weighed. The Group is acting as a principal as it is primarily responsible for the service rendered and is

able to set a price.

2022

Finance receivables interest income is recognised using the effective interest method. The calculation of the effective interest rate includes all fees that are

integral to the effective interest rate. All fees except those charged to customer accounts in arrears are considered to be integral to the effective interest

rate.

Fees charged to customer accounts in arrears are recognised as income at the time the fees are charged.

Income from referring customers to Heartland Bank Limited is recognised when the financing transaction is agreed between Heartland Bank Limited and the

borrower, and Heartland Bank Limited earns income from interest and fees from the customer. Because the Group is acting as a referrer to Heartland Bank

Limited, it doesn't have credit risk and isn't able to set an interest rate.

The shares in New Zealand Rural Land Company Limited are equity investments quoted in an active market which the Group has elected to designate as a

financial asset at fair value through Other Comprehensive Income. The fair value of these shares at 30 June 2023 is $2,467,184 (2022: $3,103,000). The

Company also owned 50% of NZ Rural Land Management Partnership ('NZRLM') until March 2023. NZRLM is the external manager of New Zealand Rural

Land Company Limited. The remaining 50% the Company did not previously own was acquired in March 2023. Accordingly, from that point, NZRLM has

been fully consolidated in the Group's financial statements.

2023

Group

Measurement & Recognition

Income tax expense is the income tax assessed on taxable profit for the year. Taxable profit differs from profit before tax reported in the statement of

comprehensive income as it excludes items of income and expense that are taxable or deductible in future years (i.e. deferred tax) and also excludes items

that will never be taxable or deductible.

The Performance fees are settled in NZRLC shares with half of the shares issued subject to escrow arrangements for 5 years after the performance fee is

payable.

27

The Group announced on 28 November 2022 that it had obtained a Private Ruling from Inland Revenue under s91E of the Tax Administration Act 1994 that
resulted in a significant increase in Tax Losses available to the Allied Farmers Group. Group unrecognised deferred tax assets comprise unused tax losses

as at 30 June 2023 which are estimated at $180,785,199 (2022: $36,288,403). The ability to utilise tax losses, which given the age of the losses, is

dependent upon continuing to meet shareholder continuity requirements of prevailing income tax legislation.

As at balance date imputation credits available to the shareholders of only the Parent Company in subsequent periods totalled $89,248 (2022: $89,248).

Key Judgement:

A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the asset. This is reviewed at each balance

date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available in the future to utilise the asset. The level of losses

recognised reflects management's expectations of recurring levels of taxable profitability for approximately the next 18 months.

Measurement and Recognition:

Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of temporary differences. These arise from

differences in the recognition of assets and liabilities for financial reporting and for the filing of income tax returns. Deferred tax is recognised on all temporary

differences, other than those arising from goodwill and the initial recognition of assets and liabilities in a transaction (other than in a business combination)

that affects neither the accounting nor taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset realised, based on tax rates and tax laws

that have been enacted or substantively enacted at balance date.

28

Allied Farmers Group
B. Funding and Related Financial Risks

B1Capital management

B2Share Capital

20232022

Share capital ($000) 158,204 158,204

Number of shares issued and fully paid (000's)

Balance at beginning of period

28,807 28,807

Balance at end of year

28,807 28,807

B3Non-controlling interests

20232022

Summary financial results $000 $000

Revenue 25,361 25,071

Profit and total comprehensive income 3,713 2,549

Summarised balance sheet

Current assets 14,108 16,894

Non-current assets 6,396 6,631

Current liabilities (11,393) (13,029)

Non-current liabilities (905) (1,377)

Net assets 8,207 9,119

B4Cash and cash equivalents

20232022

$000 $000

Cash and cash equivalents 4,308 5,547

Finance Receivables overdraft facility offset per agreement (525) (1,000)

Net cash and cash equivalents 3,783 4,547

Undrawn overdraft facilities

7,975 9,500

Cash is held at banks with a credit rating of A- or higher.

B5Debt funding

Payable within 1

year

Payable after 1

year

UndrawnInterest rate

$000$000$000%

Bank borrowings - Heartland Bank Limited

945 2,715 150 9.67

Total debt funding

945 2,715 150

Bank borrowings

- - - -

Total debt funding

- - -

Group

Group

The borrowing facilities are secured, by way of a first ranking General Security Agreement and gross guarantee and indemnity, against the assets of NZ Farmers

Livestock Limited, NZ Farmers Livestock Finance Limited and Farmers Meat Export Limited. The financial covenants under these facilities have been fully complied

with during the year.

NZ Farmers Livestock Limited guarantees the bank overdraft of its subsidiary Redshaw Livestock up to $338,000 (FY22: $338,000), plus interest and costs.

In this section

This section explains how the Allied Group manages its various funding sources including capital structure and debt. It also explains the financial risks that the Group faces

and how these risks are managed.

Group

The Allied Farmer Group's non controlling interests arise from minority interests held by other shareholders in NZ Farmers Livestock Limited and further non-

controlling interests held by a shareholder other than NZ Farmers Livestock Limited in its controlled subsidiary, Redshaw Livestock Limited.

The following summary financial information of the NZFL Group is provided to assist in understanding the significance of external shareholders interests in the

group's reported position and performance. This information is presented before intercompany eliminations.

All ordinary shares rank equally as to voting, dividends and distribution of capital on liquidation.

The Allied Group's capital includes share capital, accumulated losses and non controlling interests.

The Board manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying

assets. In order to maintain or adjust the capital structure, the Group may issue new shares, sell assets, seek additional debt funding, or adjust the amount of

dividends paid to shareholders.

NZFL and Subsidiaries

2023

2022

29

Allied Farmers Group
B6Lease liabilities

PropertyMotor Vehicles

Plant &

EquipmentTotal

$000$000$000$000

Opening 353 1,729 57

2,139

Leases entered into during the period - 144 -

144

Interest expense 26 97 4

127

Principal repayments (120) (703) (17) (840)

259 1,267 44

1,570

Current lease liabilities

97 556 13

665

Non-current lease liabilities

162 711 31

905

Property

Motor Vehicles

Plant &

EquipmentTotal

$000$000$000

$000

Opening 456 1,677 -

2,133

Leases entered into during the period - 616 57

673

Interest expense 29 117 -

146

Principal repayments (131) (681) - (812)

353 1,729 57

2,139

Current lease liabilities

94 655 13

761

Non-current lease liabilities

259 1,074 44

1,377

B7

Balance Sheet

Contractual

Cashflow

< 6 months6 - 12 mths1 - 5 yrs

$000$000$000$000$000

Trade and other payables 9,498 9,498 9,498 -

-

Bank borrowings - Heartland Bank Limited 3,660 4,496 655 591

3,250

Lease liabilities 1,570 1,713 333 333

1,047

14,728 15,707 10,486 924

4,297

Trade and other payables 10,849 10,849 10,849 -

-

Lease liabilities 2,139 2,236 381 381

1,475

12,988 13,085 11,229 381

1,475

Measurement and recognition

Borrowings are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost (using the effective interest method).

Fees for establishing new borrowings are spread over the term of those borrowings.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due.

Liquidity risk is reviewed on an ongoing basis and managed to meet requirements. Cash flow forecasting is performed in the operating entities of the Group and

aggregated at Group level. The Group monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while

maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where

applicable) on any of its borrowing facilities.

The amounts disclosed in the tables below show the contractual undiscounted cash flows (including interest) due on financial liabilities, so will not always reconcile to

the amount disclosed on the statement of financial position. The amounts below also reflect the contractual repricing timing on financial liabilities, if applicable.

Measurement and recognition

The above lease liabilities are in relation to leases of regional offices and the leases of Motor Vehicles.

Residual buy back values included in new lease arrangements are included within lease payments in which management expects to exercise at the inception of the

lease.


The Group recognises a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the lease payments that are

not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental

borrowing rate. The Group's incremental borrowing rate ranges between 6.0% to 9.95% (2022 6.0% to 9.95%) as the discount rate, with adjustments for the type

and term of the lease.


The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-

value assets. The Group recognises the lease payments associated with these leases within operating expenses on a straight-line basis over their lease terms.

2023

Group

Group

2022

The Heartland Bank Limited ('Heartland') borrowings are secured by way of a first ranking General Security Agreement and cross guarantee

against the assets of Allied Farmers Limited and New Zealand Rural Land Management Partnership.

The term of Heartland Bank Limited borrowings is 60 months from March 2023 with a principal instalment being due in September 2023 and a

further principal instalment due in March 2024. From this date the principal is repaid monthly until final repayment in March 2028. The interest rate

is calculated on the 90-day BKBM rate plus a margin of 4%.

2022

2023

30

Allied Farmers Group
Interest Rate Risk

20232022

$000 $000

Decrease/(Increase) in net profit based on a 1%

increase/(decrease) in rate

37 -

B8Net Interest income/(costs)

20232022

$000 $000

Interest received 414 630

Total interest income 414 630

Interest paid on borrowings (149) (128)

Interest paid on bonds - (18)

Lease interest (127) (146)

Total interest expenses (276) (292)

Net Interest income/(costs) 138 338

Group

Group

The Group is exposed to interest rate risk on movements in floating interest rates on bank borrowings. Finance receivables have fixed interest rates and generally

a term of less than one year.

In managing interest rate risk, the group aims to reduce the impact of short-term fluctuations on the group’s earnings. Over the longer term, however, permanent

changes in interest rates will have an impact on profit.

If market interest rates for bank borrowings were to increase or decrease by at least +/-1% (2022: +/-1%), the effect on net profit after tax and equity for the year as

applied to year end balances would be as follows:

31

Allied Farmers Group
C. Our receivables, other assets and other payables

In this section

C1Receivables

2023

2022

$000

$000

Trade Receivables (livestock and NZRLC receivables) 9,931 9,830

Finance receivables 1,506 2,830

Total receivables 11,437 12,659

Amounts are stated at carrying value, net of credit loss allowance

provisions of

181

172

Receivables written off during the year 10 32

The status of receivables at the reporting date is as follows:

Group receivables

Not yet due

1 - 30 days

overdue

31 - 60 days

overdue

61 - 90 days

overdue

Total

$000

$000 $000$000$000

Receivables from livestock sales

8,081 533 118 247

8,978

Credit loss allowance (livestock)

(27) (10) (3) (51) (91)

Receivables from NZRLC

102 48 894 -

1,044

Finance receivables

1,514 2 2 78

1,596

Credit loss allowance (finance)

(8) (2) (2) (78) (90)

Net receivable

9,662 571 1,009 195

11,437

Receivables from livestock sales

8,315 756 507 335

9,912

Credit loss allowance (livestock)

(24) (9) (3) (46) (82)

Finance receivables

2,920 - - -

2,920

Credit loss allowance (finance)

(91) - - - (91)

Net receivable

11,121 747 504 289

12,659

Security held for finance receivables

2023

2022

$000

$000

1,535

2,382

61

538

Total finance receivables 1,596 2,920

Concentrations of counterparties

Movement in gross finance receivables balance

2023

2022

$000

$000

Opening balance

2,920

5,219

7,695

10,140

Principal repaid

(9,193)

(12,871)

174

432

Total finance receivables 1,596 2,920

This section explains:

- The assets the Group is due to receive from third parties and the credit risk associated with these assets.

- The property and motor vehicles the Group owns and has a right to use under lease arrangements.

- The obligations to third parties, other than banks and bond holders.

2022

2023

Group

On origination, the finance receivables will fund the entire value of secured livestock. No credit scores are assigned to borrowers for internal risk management

purposes.

Finance receivables are exclusively held with counterparties trading in the farming sector. However there are no individual counterparties that are considered

to be significant to the group.

Secured via PPSR

Not secured

All amounts not secured as at 30 June 2023 were subsequently secured.

The amount due from NZRLC includes transaction, leasing and management fees due within 10 business days after the last day of the month in which the

fees have arisen. This balance is not secured as at 30 June 2023. Of this amount, $700,000 has since been received.

New loans issued

Interest and fees accrued

Key Judgement

The loss allowances for receivables are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these

assumptions and selecting the inputs to the impairment calculation, based on the Group's past history and existing market conditions, as well as forward-

looking estimates at the end of each reporting period.

It is expected that all trade receivables will be collected within 12 months of the balance date. All accounts past their due date have been subject to individual

assessment.

32

Allied Farmers Group
Credit Risk Management

C2Investments Held by Group

2023

2022

$000

$000

2,467 3,103

- 3,665

6 2

Total Investments 2,473 6,770

New Zealand Rural Land Company Limited

2023

2022

$000

$000

Carrying Value Brought Forward

3,103

990

Shares Purchased / Issued / Rights Issue

156

1,484

Dividend Received as Shares

-

42

Shares Issued under NZRLM Performance Fee Arrangement

1,627

640

Shares sold

(1,750)

-

Change in Value Credited to Other Reserves

(669)

(53)

At 30 June 2,467 3,103

New Zealand Rural Land Management Limited

New Zealand Rural Land Management Partnership

Other Investments

New Zealand Rural Land Company Limited

Credit risk is the risk that a counterparty to a transaction with the Group will fail to discharge its obligations and make payment, causing the Group to incur a

financial loss.

The Group manages its exposure using a credit policy that includes limits on exposures with significant counterparties that have been set and approved by the

Board and are monitored on a regular basis and does not have any significant concentration of risk with any single party. The Group considers an account to

be in default when a debtor fails to make a contractual payment in the absence of a written agreement to the contrary. This is when the account is past due by

more than 90 days. Livestock finance receivables are secured over the livestock concerned and in the majority of cases supported by personal covenants

from the borrower.


Receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The

Group categorises a loan or receivable for write-off when a debtor fails to make contractual payments more than 180 days past due. Where loans or

receivables have been written off, the company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are

made these are recognised in profit or loss.

Measurement and recognition

Receivables from livestock sales and Finance Receivables are measured on initial recognition at fair value, and are subsequently carried at amortised cost,

less provision for expected credit losses.

For Receivables from livestock sales, the provision for expected credit losses is based on the simplified approach, as permitted by NZ IFRS 9, and records the

loss allowances as lifetime expected credit losses from recognition. These are the expected credit losses that result from all possible default events over the

life of the financial instrument.

Finance Receivables are reviewed on an individual basis to determine whether any amounts are unrecoverable and an expected credit loss provision is

recorded. The expected credit losses are based on management's assessment of amounts considered uncollectible for specific customers based on age of

debt, history of payments, account activity, current and future economic factors and other relevant information. Debts known to be uncollectible are written-off

as bad debts to the profit and loss when identified.

At 30 June 2023 the Group holds 2,803,617 (2022 2,900,000) shares in New Zealand Rural Land Company Limited. This holding represents a 2% ownership

in NZRLC as at 30 June 2023 (2022: 2.56%). These shares are equity investments quoted in the active market which the Group has elected to designate as

a financial asset at fair value through other comprehensive income.

On 27th March 2023 Allied completed the purchase of the 50 percent of NZRLM that it did not already own. The consideration comprised a combination of

cash and NZRLC shares owned by Allied but transferred to NZRLM vendors.

From 27th March 2023 NZRLM is consolidated into the Allied Group consolidated Financial Statement (Refer note C4).

Under the Management Agreement NZRLC is to pay NZRLM a performance fee which, subject to certain adjustments, is to be equal to 10% of the increase in

net asset value of NZRLC in each financial year. The performance fee paid by NZRLC to NZRLM for the year ended 30 June 2022 comprised 2,499,247

shares in NZRLC. Fifty percent of these shares were then distributed by NZRLM to Allied Farmers Limited in proportion to Allied's ownership of NZRLM. The

performance fee for the year ended 30 June 2023 comprised 299,855 shares of NZRLC distributed to NZRLM. Half of the shares issued in each Financial

Year to satisfy the performance fee are subject to escrow arrangements, under which the Manager or any nominee agrees not to sell, transfer, assign or

otherwise dispose of, or offer or agree to sell, transfer, assign or otherwise dispose of, its right and title to, and beneficial interest in such shares for a five year

period. 1,065,650 shares distributed to Allied Farmers Limited were subject to this arrangement as at 30 June 2023 (2022: 290,791).

The fair value of NZRLC shares held by Allied Farmers Limited as at 30 June 2023 is $2,467,183 (2022: $3,103,000).

Settlement of receivables from NZRLC is dependent on NZRLC's cash flows and management expects that the full outstanding amount will be settled by the

end of September 2023.

33

Allied Farmers Group
Summarised Balance Sheet2023

2022

$000

$000

Current Assets

-

2,514

Current Liabilities

-

(190)

Net Assets - 2,324

Summarised Statement of Profit or Loss2023

2022

$000

$000

Income

-

4,147

Expenses

-

(898)

Profit - 3,249

Reconciliation of Summarised Financial Information2023

2022

$000

$000

Opening Balance 2,324

1,604

Profit For Period

920

3,249

Dividend

(2,677)

(2,529)

Less Transfer to Intangible Asset

(567)

-

Closing Net Assets - 2,324

Increase in net assets - 360

Reconciliation of Interest in Associate 2023

2022

$000

$000

Opening Balance 3,665

3,302

Increase in Net Assets (50% of Profit for Period)

417

1,624

Less Dividend paid (50% of Dividend)

(1,338)

(1,261)

Less Transfer to Intangible Asset

(2,744)

-

Carrying Value 30 June 2023 - 3,665

C3

Property, Plant & Equipment

Owned

LandBuildings

Plant and

equipment

Motor VehiclesTotal

$000 $000 $000 $000 $000

Cost at beginning of year

2,019 1,049 637 243

3,948

Additions

- - 22 -

22

Disposals

- - (9) (34) (43)

Cost at end of year

2,019 1,049 650 209

3,927

Accumulated depreciation at beginning of the year

- (546) (430) (38) (1,014)

Depreciation

- (61) (33) (14) (108)

Disposals

- - (2) 34

32

Accumulated depreciation at end of year

- (607) (465) (18) (1,090)

Net value 2023

2,019 442 185 191

2,837

LandBuildings

Plant and

equipment

Motor VehiclesTotal

$000 $000 $000 $000 $000

Cost at beginning of year

2,019 1,049 574 247

3,889

Additions

- - 70 30

100

Disposals

- - (7) (35) (42)

Cost at end of year

2,019 1,049 637 243

3,947

Accumulated depreciation at beginning of the year

- (484) (373) (35) (892)

Depreciation

- (62) (62) (4) (128)

Disposals

- - 6 -

6

Accumulated depreciation at end of year

- (546) (430) (38) (1,014)

Net value 2022

2,019 503 208 205

2,933

2022

Group

2023

The Directors obtained independent valuations for land and buildings dated December 2021 on a fair value basis. The valuation of these property assets

totalled $6.632 million, which significantly exceeded the historical costs of these assets reported above.

34

Allied Farmers Group
Right of Use Assets

PropertyMotor Vehicles

Plant &

Equipment

Total

$000 $000 $000 $000

Opening

338 1,493 57

1,888

Additions

- 140 -

140

Less Disposals

- (59) - (59)

Less Depreciation

(91) (473) (13) (577)

Total Right of use Asset 247 1,101 44

1,392

Total Cost

620 2,423 57

3,100

Total Accumulated Depreciation

(373) (1,322) (13) (1,708)

Total Carrying Value

247 1,101 44

1,392

PropertyMotor Vehicles

Plant &

Equipment

Total

$000$000$000$000

Opening 430 1,549 -

1,979

Additions - 614 57

671

Less Disposals - (196) - (196)

Less Depreciation (92) (474) - (566)

Total Right of use Asset 338 1,493 57

1,887

Total Cost

620 2,343 57

3,019

Total Accumulated Depreciation

(282) (850) - (1,132)

Total Carrying Value

338 1,493 57

1,887

C4

Intangible Assets

NZRLC

Management

Contract

Software Total

$000 $000 $000

Cost at beginning of year

- 739 739

Additions

10,474 70 10,544

Disposals

- - -

Cost at end of year

10,474 809 11,283

Accumulated amortisation at beginning of the year

- (624) (624)

Amortisation

(131) (86) (217)

Disposals

- - -

Accumulated amortisation at end of year

(131) (710) (841)

Net value 2023

10,343 99 10,442

NZRLC

Management

Contract

Software Total

Cost at beginning of year

- 566 566

Additions

- 173 173

Disposals

- - -

Cost at end of year

- 739 739

Accumulated amortisation at beginning of the year

-

(422) (422)

Amortisation

-

(202) (202)

Disposals - - -

Accumulated amortisation at end of year - (624) (624)

Net value 2022

- 115 115

Group

2023

2022

Measurement and recognition

Land is not depreciated. All other owned property, plant and equipment is depreciated on a straight line basis at rates over their estimated useful lives, as

follows:

- Buildings: 8 - 30 years.

- Plant and equipment: 1 - 30 years.

- Motor Vehicles (owned): 1-3 years

- Motor Vehicles (leased): over their lease term

2022

2023

35

Allied Farmers Group
Allied purchased a 50 percent interest in NZ Rural Land Management Partnership (NZRLM) on the 18th of December 2020.

In November 2020 New Zealand Rural Land Company Limited (NZRLC) entered into an exclusive management agreement with NZRLM to provide NZRLC

with management investment and administrative services (Management Agreement).

NZRLM provides all management services to NZRLC and receives management fees, transaction fees and performance fees.

For the years 2021 and 2022 the investment in NZRLM was accounted for using the equity accounting process.

On 19 December 2022 Allied Farmers Limited announced that it exercised its call option to purchase the remaining 50 percent of NZRLM that it did not already

own. On 27th March 2023 Allied completed the purchase of the 50 percent of NZRLM that it did not already own.

The NZRLM consideration was based on an independent valuation further supported by an independent expert’s report and totalled $8.3m (the total value

being $16.6M).

Allied has decided to apply the Optional concentration test under NZ IFRS 3 to consider if the acquisition can simply be considered an asset purchase.

Allied determined that the optional concentration test is met because substantially all of the value of the gross assets is concentrated in a single identifiable

asset being the management contract with NZRLC. Accordingly, the transaction is treated as an asset purchase.

The Management Contract meets the definition of an intangible asset.

Accordingly Allied has elected to follow a cost-based approach for the acquisition of this intangible asset.

Acquisition-related costs of $119,131 are included in other expenses in profit or loss in the reporting period ending 30 June 2023.

The amounts of revenue and profit of NZRLM since the acquisition date are included in the consolidated statement of comprehensive income for the reporting

period totaled $1.137m (this includes equity earnings of $0.417m which arose prior to acquisition of the remaining 50% shareholding).

Measurement and recognition

Intangible assets are depreciated on a straight line basis at rates over their estimated useful lives, as follows:

- Management Contract - 20 years

- Software - 3 years


36

Allied Farmers Group
D. Group Structure

In this section

D1Subsidiaries and Associates

2023

2022

Ownership

interest

Ownership

interest

Operating Subsidiaries of the Parent

Allied Farmers (New Zealand) Limited

Investment

100%100%

Allied Farmers Rural Limited

Investment

100%100%

Rural Funding SolutioNZ Limited

Finance

100%100%

New Zealand Rural Land Management Partnership

Rural Property Management

100%50% *

Subsidiaries of Allied Farmers Rural Limited

NZ Farmers Livestock Limited

Livestock Agency and Finance68%

67%

Subsidiaries of NZ Farmers Livestock Limited

Farmers Meat Export Limited

Meat Processing and Trading100%

100%

NZ Farmers Livestock Finance Ltd

Livestock Finance100%

100%

Redshaw Livestock Limited

Livestock Agency52%

52%

* associate of the parent 2022

D2 Goodwill

2023

2022

Cash generating units:

$000

$000

Redshaw

642

642

NZFLFL

100

100

742

742

Impairment assessment

Redshaw CGU

2023

2022

Revenue growth rate

2.0%

2.0%

Long term growth rate

2.5%

2.0%

15.5%

15.5%

The Group financial statements include the financial statements of Allied Farmers Limited and the operating subsidiaries listed below.

Subsidiaries are entities controlled by the group. Control exists when the Group has the power to govern the financial and operating policies of the entity so

as to obtain benefit from its activities. The financial records of operating subsidiaries are included in the consolidated financial statements from the date on

which control commences until the date on which control ceases.

There are a number of subsidiaries within the Group that are non-trading and therefore have no financial records during the year or balances as at year-

end, they are not included within these consolidated financial statements.

This section provides information to help readers understand the Group structure and how it affects the financial position and performance of the Group.

All companies within the Group are incorporated in and have their principal place of business in New Zealand, and have a balance date of 30 June.

On an annual basis, the recoverable amount of Goodwill is determined based on value in use calculations specific to the Redshaw CGU. These

calculations use pre-tax cash flow projections based on financial budgets prepared by management covering a five year period. Cash flows beyond

the five year period are extrapolated by way of a terminal value calculation using the estimated growth rates stated below. The growth rates adopted

are consistent with internal forecasts and budgets. The discount rate reflects the specific risks relating to the cash flow being discounted.

Below is a sensitivity analysis showing the impact on value of changes to the key variables:

The estimated recoverable amount of the Redshaw CGU is estimated to have exceeded the carrying amount of the CGU at 30 June 2023 by

approximately $152,000 (2022: $151,000).

Goodwill in Redshaw arose on the acquisition of a controlling interest in Redshaw Livestock Limited and the NZFLFL goodwill arose from the

acquisition of a finance book from Stock Plan Limited previously supplying finance to a number of NZ Farmers Livestock Limited customers.

Key Judgement

The assessment that there was no impairment of the goodwill in the Redshaw CGU ('cash generating unit') at 30 June 2023. The valuation of the

CGU is based on a discounted cashflow of management forecasts of future financial performance and therefore there is an inherent estimation

uncertainty.

Group

Post tax discount rate (leading to a pre-tax equivalent rate of 21.5%)

37

Allied Farmers Group
2023

2022

Revenue growth rate - reduced by

2.0%

2.0%

Pre tax discount rate - increased by

2.0%

2.0%

NZ Farmers Livestock Finance CGU

D3Associated Auctioneers

Group's Share

of Profit

Group's Share

of Assets

Group's Share

of Liabilities

Group's Share

of Revenues

Group's Share

of Expenses

$000$000$000$000$000

2023 32 392 (112) 692 (660)

2022 (45) 272 (37) 571 (616)

Measurement & Recognition

The Group's subsidiary NZ Farmers Livestock Limited owns a proportion (25-50%) of various sale yard tangible assets and has joint arrangements in

relation to the operation of these sale yards (referred to as 'Associated Auctioneers'). The Group has assessed the nature of its investment in

Associated Auctioneers as joint operations. As joint operations, the Group accounts for its share of the revenue, expenses, assets and liabilities.

These joint operations are in five different locations. These joint operations are charged with the operating activities of the sale yards including

conducting sales of livestock via the auction process, maintaining the sale yards, collecting levies on livestock sales and meeting operating costs of

the yards. If there is a shortfall in the income to meet the operating costs in any one year then the joint operation's parties are required to contribute to

the shortfall in the proportion of their ownership of the sale yards.

The joint operation of the sale yards is strategically vital to the interests of NZ Farmers Livestock Limited as the sale yards activity provide significant

income to NZ Farmers Livestock Limited via commission on the sale of livestock handled through the sale yards.

Management has identified that a reasonably possible change in key assumption could cause the carrying amount to exceed the recoverable

amount. The following table shows the amount by which these two assumptions would need to change individually for the estimated recoverable

amount to be equal to the carrying amount.

On an annual basis the recoverable amount of this goodwill is tested by undertaking an assessment of its value in use.


No impairment charge was required to be recognised in the financial statements. There are no foreseeable changes in assumptions which could

result in a material impairment.

38

Allied Farmers Group
E. Other

In this section

E1Related parties

Key management personnel ('KMP') compensation

20232022

$000 $000

Short term employee benefits

570

528

Directors fees

169

185

Directors Fees - NZ Rural Land Management Partnership

17

-

Transactions with related parties

20232022

$000 $000

Livestock sales

483

390

Livestock purchases

375

347

Commission revenue

22

12

Dividends received as minority shareholders of NZFL

1,213

435

20232022

$000 $000

Amount receivable from KMP

26

56

Amount receivable from NZRLC

1,044

-

Amount payable to KMP

9

27

No debts with key management personnel were written off during the year (2022: nil)

20232022

E2Auditors’ remuneration

$000 $000

Audit fees - KPMG (2021 auditors)

-

33

Fees for other services - KPMG

-

44

Audit fees - RSM Hayes Audit

118

100

Fees for other services RSM Hayes Audit

2

-

Direct expenses associated with the audit

18

8

Total

138 184

Identity of related parties

The Group has a related party relationship with each of its subsidiary companies, an associated entity and joint operation outlined in Section D.

Group

Related parties include key management personnel, their related parties, or directors/minority shareholders of NZFL.

Allied Farmers Limited obtained a loan of $3.66m (2022: nil) from Heartland Bank Limited in March 2023 which included an establishment fee of

$10,000. Allied Farmers Limited Director Shelley Ruha is a Director of Heartland Bank Limited. The loan is disclosed within Note B5. Interest paid for

2023 was $83,182 (2022: nil). NZ Farmers Livestock has an agreement with Heartland Bank pursuant to which NZFL receives referral fees. These

referral terms were arranged in April 2022, prior to Allied's and Heartland's commonality of directors. Referral fee income received since Shelley Ruha

was appointed a Director of the Group in November 2022 totalled $145,842, which represented Allied's share of drawdown fees and interest accrued

exceeding the base rate that Heartland earned and collected on any livestock finance transactions referred to by Allied. NZ Farmers Livestock has also

entered into six vehicle leases with KIA Finance provided by Heartland Bank Limited on arms length basis. The liability for which totalled $204,044 at 30

June 2023. Interest paid on these vehicle leases since Shelley Ruha was appointed as a Director of the Group was $6,864.

The vendors of NZRLM included Elevation Capital Management Limited a company controlled by a former Director of the Group Christopher Swasbrook

who owned 16.5% of NZRLM and Richard Milsom who directly and through a company controlled by him, owned 7.5%.

The acquisition of the 50% of NZRLM which the Group did not previously own was in accordance with the terms of the Call Option Deed, under which

the parties agreed to appoint PwC as valuer to determine the consideration, based on the fair value of NZRLM as of 18 December 2022.

Richard Milsom was appointed Managing Director of Allied Farmers Limited on 5 April 2023. Amounts paid to Mr Milsom under a contract of service for

2023 totalled $58,958 (2022: nil). These fees covered both services as Managing Director from 5 April 2023 and services managing NZRLM. Amounts

paid to Mr Milsom under a Service Agreement with NZRLM for 2023 totalled $36,458. Mr Milsom received distributions from NZRLM with payment by

way of shares in New Zealand Rural Land Company ('NZRLC') totalling $246,908. RP Milsom Investments Ltd also received distributions from NZRLM

with payment by way of shares in New Zealand Rural Land Company ('NZRLC') totalling $61,724. These distributions from NZRLM were received prior

to Mr Milsom becoming a Director of Allied Farmers Limited. These amounts relate to services to NZRLM only.

There were no consulting fees paid to entities associated with directors on an arms length basis total (2022: $28,871). Shelley Ruha received a fee of

$20,348 from NZRLM related to NZRLC property purchases.

NZRLM received property management fees and a transaction fee totalling $1,202,666 from NZRLC in the period since NZRLM became a subsidiary of

the Group in March 2023.

This section includes information required to comply with financial reporting standards that is not covered in other sections.

Consulting fees together with a share of distributions were paid by New Zealand Rural Land Management Partnership ('NZRLM') to Elevation Capital

Management Limited and Swasbrook Securities Limited, companies associated with Mr Christopher Swasbrook who is a former director of Allied

Farmers Limited. During the year, up to April 2023 when Mr Christopher Swasbrook ceased directorship with Allied Farmers, these totalled $97,713

(2022: $565,092). These were on commercial terms in accordance with a contract for service. Mr Swasbrook received distributions from NZRLM with

payment by way of shares in New Zealand Rural Land Company ('NZRLC') totalling $678,994.

Group

Group

Group

.

39

Allied Farmers Group
About this report

Statement of compliance and basis of preparation

The financial statements have been prepared:

-

-

-

presented on the basis of historical cost (except for certain financial assets measurered at fair value); and

-

-

Note A1

-

Note A2

-Note C4

Intangibles

-Note D2

Goodwill impairment assessment

These Consolidated Financial Statements ("Financial Statements") have been approved for issue by the Board of Directors on

28 August 2023.

in accordance with Generally Accepted Accounting Practice (GAAP) in New Zealand and comply with International Financial Reporting Standards

(IFRS) and the New Zealand equivalents to IFRS (NZ IFRS) and other applicable financial reporting standards, as appropriate for a Tier 1 for-profit

entity;

Allied Farmers Limited is a for-profit entity domiciled in New Zealand and registered under the Companies Act 1993. The company is an FMC Reporting

Entity in terms of the Financial Markets Conduct Act 2013 and prepares its financial statements in accordance with that Act, the Financial Reporting Act

2013, and NZX Main Board Listing Rules.

The consolidated financial statements are for Allied Farmers Limited and its subsidiaries (together referred to as "Allied") and Allied's interests in associates

as at the year ending 30 June 2023.

on the basis of going concern. The directors, having considered projected future performance and the availability of financing, consider the going

concern basis to be appropriate;

in New Zealand dollars, with all values rounded to the nearest thousand dollars unless otherwise stated.

In preparing the Group financial statements, all material intragroup transactions, balances, income and expenses have been eliminated. Subsidiaries are

consolidated on the date on which control is obtained to the date on which control is lost.

Critical Judgements and Estimates

The preparation of financial statements requires management to exercise its judgement in applying Allied's accounting policies. Estimates and judgements

are reviewed by management on an on-going basis, with revisions recognised in the period in which the estimate is revised and in any future periods

affected. Areas of estimate or judgement that have most significant impact on the amounts recognised in the financial statements are:

Revenue recognition

Deferred tax asset recognition

40






INDEPENDENT

AUDITOR’S REPORT

SEC


TION


7

41



Independent Auditor’s Report


To the shareholders of

Allied Farmers Limited


Opinion

We have audited the consolidated financial statements of Allied Farmers Limited and its subsidiaries (the

Group), which comprise:

- the consolidated balance sheet as at 30 June 2023;

- the consolidated profit and loss statement for the year then ended;

- the consolidated statement of other comprehensive income for the year then ended;

- the consolidated statement of changes in equity for the year then ended;

- the consolidated statement of cash flows for the year then ended; and

- the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements on pages 22 to 40 present fairly, in all

material respects, the financial position of the Group as at 30 June 2023, and of its financial performance and its

cash flows for the year then ended in accordance with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting Standards.

Basis for opinion

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

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of

the consolidated 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 the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code. 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 interests in, Allied Farmers Limited or any

of its subsidiaries.

Key audit matters

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

the financial statements for the current period. We identify two key audit matters as detailed on the next pages,

which were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on this matter.


42

Revenue recognition
Why we considered this to be a key audit matter

The Group’s revenue arises from a variety of revenue

streams (as detailed in Note A1) which include

livestock (livestock agency services and veal

processing), livestock financial services, and

revenues from rural land management services.

With livestock agency services the gross

transactional cash flows exceed the reported levels

of revenue, given the adopted treatment to recognise

this revenue on a commission (i.e. agency) basis.

Because of the complexity of the accounting

requirements and varied nature of revenue streams

across the group we considered this to be a key audit

matter.

Our approach

Our procedures in relation to revenue recognition

included:

▪Reviewing a sample of contracts to ensure that

the group’s policy for the point of recognition is

in compliance with the requirements of NZ

IFRS 15 Revenue from contracts with

customers;

▪Understanding the processes and evaluating

the related controls implemented by the group

over revenue recognition;

▪Testing the operating effectiveness of controls

related to the recording of revenue from

livestock agency and veal processing revenue;

and

▪Performing tests of detail on a sample of

revenue transactions throughout the period

and in particular around year end to ensure

that these have been appropriately recognised.

We also evaluated and tested the policies for

revenue recognition adopted by the group’s joint

operations (associated auctioneers) and NZRLM.

We also evaluated the accounting polices applied

and considered disclosures relating to revenue

recognition, and the presentation of revenue in

current and prior period, as outlined in Note A1.

43

Acquisition of NZRLM
Why we considered this to be a key audit matter

As detailed in notes C2 Investments Held by Group

and C4 Intangible Assets, the Group’s increased

level of ownership has led to control being obtained

over NZRLM. The counterparties to this

transaction are also related to current and former

directors of the Group.

The Group considered whether it was appropriate to

apply the optional concentration test under NZ IFRS

3 Business Combinations.

The Group concluded that substantially all of the

value of the gross assets acquired related to the

NZRLM’s agreement to provide management

services to NZ Rural Land Company Limited.

Based on this conclusion the transaction has been

treated as the acquisition of an asset (the

management contract for NZRLC) by the Group

resulting in the recognition of a new intangible asset

of $10.4m on the Group’s balance sheet.

As the accounting for the acquisition and resulting

intangible asset has had a significant impact on the

balance sheet and will have a continuing impact on

the reported results, this area is considered to be a

key audit matter.

Our approach

We obtained an understanding of, and evaluated:

•The Group’s documentation of the

acquisition agreements and application

relative to the requirements of NZ IFRS 3

Business combinations.

•Details of the existing arrangements

between the Group and other previous

owners of NZRLM and the purchase of the

additional 50% ownership interest.

•The Group’s assessment of the

composition of the assets acquired, and

whether the optional concentration test was

met.

We then tested the measurement of consideration

transferred for the acquisition and ensured it was

recorded correctly in accordance with the

requirements of NZ IFRS 3 Business Combinations

and NZ IAS 38 Intangible Assets.

We also evaluated the adequacy of the disclosures

provided in relation the transaction, as detailed in

note C2 Investments Held by Group and C4

Intangible Assets.

Other information

The directors are responsible for the other information included in the annual report. The other information

provided is contained on pages 1 to 20 (but does not include the consolidated financial statements and our

auditor’s report thereon), which we obtained prior to the date of this auditor’s report. Our opinion on the

consolidated financial statements does not cover the other information and we do not express any form of audit

opinion or assurance conclusion thereon.

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

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

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If, based on the work we have performed on the other information that we obtained prior

to the date of this auditor’s report, 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.

44

Responsibilities of the directors for the consolidated financial statements
The directors are responsible, on behalf of the group, 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 consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

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

assessing 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 to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated 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 ISAs (NZ) 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 XRB’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1

Who we report to

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

that we might state those matters which 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

Allied Farmers Limited and its shareholders, as a body, for our audit work, for this report or for the opinions we

have formed.

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

RSM Hayes Audit 28 August 2023

Auckland

45

COMPANY
DIRECTORY

Directors:

Shelley Ruha

59 Epsom Avenue,

Epsom, Auckland, 1023

Richard Milsom

34 Hukanui

Crescent,

Ponsonby,

Auckland, 1021

Philip Luscombe

8 Ronald Street

Strandon

New Plymouth, 4312

Registered Office of the

Company:

2

01 Broadway

Stratford 4332

Postal Address

of the Company:

P

.O. Box 304

Stratford 4352

Ph: 06 765 6199

Auditors:

RSM Hayes Audit

1 Broadway Newmarket

Auckland 1023

Share Registrar:

Link Market

Services Limited

PO Box 91976

Auckland 1142

Shareholder Enquiries:

Link Market Services

Limited Ph: 09 375 5998

Fax: 09 375 5990

Email:

lmsenquiries@linkmarketservices.com

PO Box 91976

Auckland 1142

SEC


TION

8

46

---

Results for announcement to the market
Name of issuer Allied Farmers Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

27,139 1.2%

Total Revenue 27,139 1.2%

Net profit/(loss) from

continuing operations

4,278 21.12%

Total net profit/(loss) 4,278 21.12%

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividends proposed

Imputed amount per Quoted

Equity Security

N/A

Record Date N/A

Dividend Payment Date N/A

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.21 $0.48

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to results release and audited financial statements.



Authority for this announcement

Name of person


authorised

to make this announcement

Brian Lee

Contact person for this

announcement

Brian Lee

Contact phone number 027 201 3040

Contact email address brian.lee@alliedfarmers.co.nz

Date of release through MAP


28/08/2023


Audited financial statements accompany this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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