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Synlait Publishes Full Year 2023 Results

Full Year Results24 September 2023SMLConsumer Staples

FULL YEAR
RESULTS

INVESTOR

PRESENTATION

For the 12 months ended

31 July 2023

KEY TAKEAWAYS FROM TODAY
FY 23

Extremely challenging financial year, with a poor financial result delivered.

Joyhana (UHT cream)

launched, commercial

sales underway.

State Administration for

Market Regulation (SAMR)

re-registration achieved.

*TRIFR reduced >30%

since Synlait Safe launch in

November 2022.

ELT renewal.

STRATEGY REFRESH COMPLETED

Creation of a more focused Synlait.

* TRIFR is Total Recordable Injury Frequency Rate, reduced to 10.6 at the end of FY 23.

PAGE 2FULL YEAR RESULTS INVESTOR PRESENTATION 2023

FINANCIAL
PERFORMANCE

Robert Stowell

Chief Financial Officer

Align Farms Ltd – Emilius, Carew, Canterbury.FULL YEAR RESULTS INVESTOR PRESENTATION 2023

RESULTS AT A GLANCE
3%

TOTAL GROUP REVENUE

$

1.60B

32%

CAPITAL EXPENDITURE

$

6 5 .1M

21%

NET DEBT

$

413.5M

$2.8M

TOTAL GROUP GROSS PROFIT

$

144.0M

83%

OPERATING CASHFLOW

$

39.0M

$42.8M

TOTAL GROUP NPAT

(

$

4.3M)

$33.8M

ADJUSTED TOTAL GROUP NPAT

1

$

2.5M

$40.9M

TOTAL GROUP EBITDA

$

90.7M

$27.4M

ADJUSTED TOTAL GROUP EBITDA

1

$

95.6M

11%

TOTAL AVERAGE MILK PRICE

$

8.49kgMS

12%

TOTAL BASE MILK PRICE

$

8.22kgMS

All comparisons are to FY 22 and include the results of Dairyworks which has been treated as a discontinued operation.

1 Refer to slide 5 for a reconciliation of adjusted NPAT and EBITDA.

PAGE 4FULL YEAR RESULTS INVESTOR PRESENTATION 2023

SYNLAIT’S FY 23 RESULT
Decreased Advanced Nutrition margin, significant ERP implementation costs, high inflationary

pressures, and increased interest costs significantly impacted financial performance in FY 23. 

Ingredients

• Overall margin ($2.9m) unfavourable to FY 22. 

• Volume impact: ($10.3m) adverse. Sales volumes

23,625 MT (18%) lower due to FY 22 benefiting from

high carry over of ingredients from FY 21 and 38%

higher Advanced Nutrition base powder production

displacing ingredient production and sales. 

• Margin impact: $7.4m favourable driven by SMP/AMF

lead bucket performance, offset by a more normal

level of FX performance and higher manufacturing

overheads.

Advanced Nutrition

• Overall margin ($16.8m) adverse to FY 22. 

• Volume impact: ($3.4m) adverse. Volumes 1,535 MT

(5%) lower than FY 22 because of reductions and

deferrals in demand and SAMR re-registration delays. 

• Margin impact: ($13.4m) adverse. Driven by timing

impact of lag pricing mechanisms, a more normal

level of FX performance compared to FY 22, and

significantly higher overhead costs. Impact was offset

by higher base powder manufacture and continued

strong lactoferrin pricing.

Consumer (Beverages & Cream and Dairyworks)

• Overall margin $7.6m favourable to FY 22, of which

$4.3m related to Beverages & Cream and $3.3m

related to Dairyworks.

• Volume impact: ($1.0m) adverse as Dairyworks sold

less butter.

• Margin impact: $8.6m favourable as beverages

benefited from pricing lag and lower overhead costs.

Dairyworks benefited from the closure of the Temuka

plant and first full year of new cool store operations.

Milk trading and other

• $11.1m favourable to FY 22 due to raw milk and cream

sales to enable alignment of product mix to SMP/AMF

lead bucket, impact of Synlait Farms, Foodservice

and other eliminations. 

SG&A expenses

• $21.0m increase in adjusted SG&A costs with drivers

being employee costs, consultancy & legal, travel,

and general inflation. 

Recurring ERP costs

• Annual recurring ERP costs (including depreciation)

were $10.6m.

Financing costs

• $12.8m increase in adjusted financing costs due

primarily to rising interest rates. 

Adjusted NPAT bridge ($ millions)

FY 22

adjusted

NPAT

FY 23

adjusted

NPAT

Ingredients

margin

Advanced

Nutrition

margin

Consumer

margin

Milk trading &

other

Adjusted

SG&A costs

Recurring


ERP costs

Adjusted

financing

costs

Adjusted

income taxes

(2.9)

36.3

(16.8)

7. 6

11.1

(10.6)

(12.8)

(21.0)

11.6

2.5

Reconciliation of reported to adjusted

NPAT and EBITDA ($ millions)

FY 23FY 22²

Reported NPAT(4.3)38.5 

Items affecting comparability¹:

ERP implementation costs     6.83.3

Contract dispute and transaction costs1.9-

Gain on sale of New Zealand Units (NZUs)    (1.8)-

Gain on sale and lease back-(11.9)

Interest costs attributable to ERP implementation4.5-

Impairment of Temuka cheese plant (Dairyworks)-12.2

Legal settlement (Dairyworks)(2.0)-

Tax impact of above items       (2.6)(5.8)

Total NPAT adjustment6.8(2.2)

Adjusted NPAT2.536.3

Total EBITDA adjustment4.9(8.6)

Reported EBITDA90.7   131.6

Adjusted EBITDA95.6123.0

1 These items have been excluded as they do not reflect future operating

expenses or revenue and will be inconsistent in amounts and frequency

making it difficult to contribute to a meaningful evaluation of our

operating performance.

² FY 22 adjusted NPAT has been restated to include ERP implementation

costs for consistency with FY 23 adjustments This has resulted in FY 22

adjusted NPAT increasing to $36.3m from $34.0m.

PAGE 5FULL YEAR RESULTS INVESTOR PRESENTATION 2023

REVENUE AND SALES VOLUMES
Total revenue attributable to business units was down 8% ($117m) driven by lower ingredient sales volumes

(down 18%) due to higher FY 21 carry-over inventory in FY 22, lower Global Dairy Trade (GDT) prices, and

higher production of Advanced Nutrition base powders which displaced production of ingredient powders.

Ingredients

Revenue down 20% (FY 23: $661m, FY 22: $826m)

driven by:

• Reduction in sales volumes of 18% (FY 23: 108,856

MT, FY 22: 132,481 MT) due to FY 22 benefiting from

high carry over inventory (~10,000 MT) from FY 21 as a

result of COVID-19 related delays.

• Increased Advanced Nutrition base powder

production displacing production of ingredient

powders, operational stability challenges, and higher

milk sales at our Pokeno site to accommodate the

processing upgrade project. 

• Sales volumes mainly comprised of SMP/AMF

(FY 23: 81% vs. FY 22: 61%) which was the lead bucket

for most of the year. This significantly outperformed

WMP and reduced the impact of lower sales volumes. 

• Steadily declining GDT prices over the year due to

reducing Chinese demand. 

Advanced Nutrition

Revenue up 6% (FY 23: $440m, FY 22: $416m) driven by:

• Overall sales volumes lower by 5% (1,535 MT) due to

a combination of reduced and deferred demand.

• Updated pricing which reflects recent significant

increases in raw materials and packaging prices.

• Lactoferrin pricing remained strong in the period,

however external sales were down 7 MT (FY 23:

30 MT, FY 22: 37 MT) as we consumed product into

base powder production.

Consumer

Sales revenue increase of 6% (FY 23: $329m,

FY 22: $309m) driven by:

• Impact of lag pricing and higher cheese prices

passed through to customers compared to FY 22. 

• Offset by 5% lower sales volumes (FY 23: 56,999

MT, FY 22: 59,786 MT) due to lower butter sales. 

Foodservice

First sales of 757 MT ($4m) made in China for the

JOYHANA branded UHT cream. Market feedback

is positive with significant potential for higher sales

volumes moving into FY 24.

Other amounts not allocated to core business units

Sales of raw milk and cream increased significantly on

prior year (FY 23: $141m, FY 22: $91m)

• This is due to maximising the SMP/AMF bucket

over WMP and production of infant base powder

being pushed into the high milk flow months due

to raw material shortages and operational stability

challenges in the first half of the year.

Sales volume (MT)

Sales revenue ($ millions)

Total*

Total*

Advanced

Nutrition

Advanced

Nutrition

Ingredients

Ingredients

Foodservice

Foodservice

Consumer**

Consumer**

* Excludes amounts not attributable to business units.

** Dairyworks sales revenues were $283m (FY 22: $264m), with sales volumes of 24,781 MT

(FY 22: 27,814 MT).

1,307

1,551

1,434

218,759

225,773

198,583

635

826

661

125,914

132,481

108,856

406

416

440

34,362

33,506

31,971

266

309

329

58,483

59,786

56,999

-

-

4

-

-

757

FY 21

FY 22

FY 23

FY 21

FY 22

FY 23

PAGE 6FULL YEAR RESULTS INVESTOR PRESENTATION 2023

PRODUCTION AND CLOSING
INVENTORY VOLUMES

Production volumes decreased 2% (3,804 MT) primarily due to reductions in ingredient volumes because of

higher Advanced Nutrition base powder production, partially offset by higher production of UHT whipping

cream and milk products. Closing finished goods and work-in-process inventories were up 31% due mainly

to a build in Advanced Nutrition base powders. 

Ingredients

Production volumes down 12% (FY 23: 108,010 MT,

FY 22: 122,330 MT) driven by:

• Advanced Nutrition base powder production up 38%

displacing ingredients production. 

• Reduction in milk processed of 4% (FY 23: 76.0m

kgMS, FY 22: 78.9m kgMS) due to optimisation of the

SMP/AMF lead bucket. 

• After record-high ingredient inventory levels at H1 23

due to ERP implementation issues, closing inventory

finished down 35% year on year (FY 23: 5,531 MT,

FY 22: 8,457 MT).   

Advanced Nutrition

Production volumes up 26% (FY 23: 39,159 MT,

FY 22: 31,016 MT) driven by:

• Base powder production up 38% driven by timing of

new SAMR registration and to enable maximisation of

FY 24 milk processing in peak milk months.

• Lactoferrin production consistent with prior year. 

The higher production and demand reductions in H2 have

resulted in higher closing inventory, up 82% (FY 23: 17,349

MT, FY 22: 9,519 MT).  

Consumer

Production volumes consistent with prior year

(FY 23: 53,753 MT, FY 22: 52,894 MT):

• Small increase in volume due to commencement of

contract manufacture of ready-to-drink (RTD) milk

beverages.

• Dairyworks volumes were largely consistent compared

to the prior year (FY 23: 21,195 MT, FY 22: 21,274 MT).

Foodservice

1,514 MT of UHT whipping cream produced for China

market, with 773 MT on hand on 31 July 2023.

Raw materials inventory

While closing volumes decreased only slightly at 3%

(FY 23: 17,240 MT, FY 22: 17,738 MT), total value was up

$20.2m (FY 23: $116.0m, FY 22: $95.8m) due to a change

in inventory mix to accommodate higher Advanced

Nutrition production and new products launching in early

FY 24. Also impacted by:

• Higher costs driven by high inflation.

• Higher balance of bulk cheeses at Dairyworks due to

earlier phasing of maturation cheese replenishment. 

Finished goods and work-in-process

closing inventory volume (MT)

Production volume (MT)

Total*

Total*

Advanced

Nutrition

Advanced

Nutrition

Ingredients

Ingredients

Foodservice

Foodservice

Consumer**

Consumer**

* Excludes amounts not attributable to business units.

** Dairyworks production volume was 21,195 MT (FY 22: 21,274 MT), with closing finished goods and

work-in-process inventory of 1,382 MT (FY 22: 995 MT).

215,049

206,240

202,436

32,836

19,399

25,499

138,971

122,330

108,010

18,101

8,457

5,531

20,990

31,016

39,159

12,515

9,519

17,349

55,088

52,894

53,753

2,220

1,423

1,846

-

-

1,514

-

-

773

FY 21

FY 22

FY 23

FY 21

FY 22

FY 23

PAGE 7FULL YEAR RESULTS INVESTOR PRESENTATION 2023

GROSS MARGIN PERFORMANCE
Group gross profit was largely consistent with the prior year (FY 23: $144.0m, FY 22: $146.8m). Overall

performance fell short of expectations due to lower than forecast Advanced Nutrition margin and significant

cost pressures due to operational stability challenges and inflation.

Gross profit ($/MT)

Gross profit ($ millions)

Total*

Total*

Advanced

Nutrition**

Advanced

Nutrition**

Ingredients

Ingredients

Foodservice

Foodservice

Consumer***

Consumer***

* Excludes amounts not attributable to business units

** Restated to exclude costs relating to raw milk and cream sales 

*** Dairyworks FY 23 gross profit was $26.1m (FY 22: $22.8m) and gross profit per MT was $1,053/MT

(FY 22: $818/MT)

70.0

152.6

140.4

320

676

707

14.5

57.5

54.6

115

434

501

45.0

73.8

57.0

1,310

2,203

1,782

10.5

21.3

29.0

179

357

508

-

-

(0.2)

-

-

(313)

FY 21

FY 22

FY 23

FY 21

FY 22

FY 23

Ingredients

5% decrease in gross profit performance

(FY 23: $54.6m, FY 22: $57.5m) driven by:

• Reduction in sales volumes due to 38% higher

Advanced Nutrition base powder production

displacing ingredient powders production.

• Gross margin on a per MT basis increased 16%

(FY 23: $501/MT, FY 22: $434/MT). This is due to

excellent alignment to the SMP/AMF lead bucket

which prevailed for most of the year.

Advanced Nutrition

Decrease in gross margin of 23% (FY 23: $57.0m,

FY 22: $73.8m) driven by:

• Lower sales volumes of infant formula, the impact of

which was offset by higher production of infant base

powders driving higher recoveries of overheads. 

• Gross margin per MT decreased 19% (FY 23: $1,782/

MT, FY 22: $2,203/MT). This is due to:

• Lag pricing mechanisms which are

unfavourable in periods of high inflation.

• Higher write-downs of inventories and other

financial impacts due to operational stability

challenges which cannot be passed onto the

customers.

Consumer

Gross profit increase of $7.6m (FY 23: $29.0m,

FY 22: $21.3m) driven by:

• Benefit from large pricing lag and

lower manufacturing overhead costs. 

• No further sales of high-cost cheeses

manufactured at Temuka, the closure of which

reduced operational costs. Dairyworks cool

store commissioned in FY 22 also contributed

to savings in storage and handling costs.

Foodservice

Gross profit loss of ($0.2m) as initial sales made into

China. Margin attainment is expected to improve as

volumes increase. Current year margin has been

impacted by write-offs during initial product runs.

Other margin

$3.7m difference between Group gross profit of

$144.0m and business unit gross profit of $140.4m

relates primarily to the impact of raw milk and

cream sales, Synlait farms, and other recoveries.

PAGE 8FULL YEAR RESULTS INVESTOR PRESENTATION 2023

SG&A & MANUFACTURING COSTS
Increase driven by higher people costs, ERP and other costs, and general cost pressures due to high

inflation. In summary, SG&A and manufacturing costs have increased $37.0m and $34.7m, respectively

compared to FY 22.

SG&A and ERP costs

Increases compared to FY 22 include:

• Employee costs up $9.8m due to inflationary wage

increases, additional FTEs to support anticipated

demand increases and ERP implementation, ELT

renewal, less capitalised labour, and higher rates

of illness (COVID-19) covered by overtime and

temporary staff. 

• Consultancy and legal up $4.2m due to a significant

contract dispute, capital structure review and bank

refinancing, and divestment of Dairyworks. 

• Distribution costs up $1.9m, driven by high

demurrage costs due to ERP disruption in H1 23. 

• Travel up $1.6m as our sales teams returned to key

and developing markets after COVID-19 and as we

commissioned our Pokeno site in preparation for

the launch of new Advanced Nutrition products.

• Depreciation up $1.4m due to new Auckland

warehouse and equipment leases. 

• Increase in other of $2.3m is due to impact of

inflation and immaterial line-item reclassifications.

• Recurring ERP costs of $10.6m include depreciation

($6.1m) and ongoing service/support costs ($4.5m). 

• Additional ERP cost ($3.5m) incurred during

stabilisation phases. 

• Dairyworks up $1.7m due to across-the-board

impact of inflation on wages and operational costs. 

SG&A and ERP cost movement ($ millions)

Manufacturing cost movement ($ millions)

$37.0m total increase in SG&A and ERP costs

$34.7m total increase in manufacturing overhead costs

Manufacturing costs

Increases compared to FY 22 include:

• Employee costs (including independent contractors)

up $15.9m, driven by: 

• Significant increase in staff in anticipation of

higher Advanced Nutrition demand and to mitigate

impacts of ERP challenges.

• Establishment of contingent workforce to mitigate

risk of downtime due to staff shortages.

• Impacts of higher-than-normal wage increases due

to inflation, higher overtime due to a tight labour

market, and less capitalised labour as major capital

projects wound up. 

• Freight up $4.5m due to higher fuel costs and

shipping rates.

• Milk supply costs up $3.8m due to higher milk

transport costs and incentives.

• Energy costs up $3.6m due to higher energy prices.

• Repairs and maintenance up $3.5m due to plant

outages, higher preventative maintenance and inflation. 

• Consumables up $1.9m due to increased testing

requirements and inflation. 

• Farms up $1.3m due to first full year of operations.

• Dairyworks savings of $1.5m reflect idling of Temuka

cheese plant and first full year of cool store operations.

FY 22

FY 22

FY 23

FY 23

Employees &

contractors

Employees &

contractors

Consultancy &

legal

Freight

Distribution

Milk supply

Travel

Energy

Depreciation

Repairs &

maintenance

Other/inflation

Consumables

Recurring


ERP costs

Other/inflation

ERP

stabilisation

Farms

Dairyworks

Dairyworks

9.8

15.9

92.3

269.8

4.2

4.5

1.9

3.8

1.6

3.6

1.4

3.5

10.6

1.7

3.5

1.3

2.3

1.9

1.7

(1.5)

129.3

304.5

PAGE 9FULL YEAR RESULTS INVESTOR PRESENTATION 2023

CASH FLOW AND NET DEBT
Net debt ended 21% ($71.6m) higher than FY 22 due to lower operating cash flows, significantly higher

interest costs, and Advanced Nutrition base powder build.

FY 21FY 23

136.7

103.8

18.4

232.9

39.0

333.6

527.0

479.4

341.9

413.5

Net cash from operating

activities ($ millions)

Net debt

($ millions)

FY 19FY 19FY 21FY 20FY 20FY 23FY 22FY 22

Net debt movement ($ millions)

FY 22


net debt

FY 23


net debt

Operating

cash flow

Asset sale

proceeds

CAPEX

Interest

Lease

payments

and other

(39.0)

65.1

44.0

341.9

3.8

(2.3)

413.5

Operating cash flows

Operating cash flows decreased by $193.9m

(FY 23: $39.0m, FY 22: $232.9m) driven by:

• Significant increases in employee and other

operating costs due to high inflation and significant

costs due to ERP and operational stability challenges. 

• $70m increase in inventory levels due to higher

Advanced Nutrition base powder manufacture and

higher raw materials balances due to higher landed

costs and change in product mix. 

• Less sales of carryover inventory compared to FY 22 –

a year where revenues benefited from higher-than-

normal inventory levels at the end of FY 21. 

Capital expenditure 

CAPEX down 32% (FY 23: $65.1m, FY 22: $96.3m)

driven by: 

• Substantial completion of Pokeno processing

upgrade project which has enabled

commencement of production for new portfolio of

Advanced Nutrition products. 

• Completion of our ERP implementation and

SAMR registration projects. 

• Capital spend has wound down and is expected to

comprise substantially of routine maintenance capital

expenditure moving forward, with an expectation of

less than $30m of spend in FY 24.

Financing costs

Higher interest costs adversely impacted net debt by

$44.0m. This is up by $17.9m on FY 22 due to:

• Significant increases in interest rates (impact of

$12.6m). The effective interest rate in FY 23 was 5.5%

(FY 22: 3.3%).

• Higher debt load during the first nine months of the

year due to ERP challenges. Total interest attributed to

this was $4.5m. 

Financing cash flows and net debt

• Net debt up $71.6m or 21% (FY 23: $413.5m,

FY 22: $341.9m) because of lower operating cash

flows, higher interest costs, and Advanced Nutrition

base powder build. 

• Synlait anticipates that net debt will reduce

significantly in FY 24 as Dairyworks is sold and

operating cash flows improve. 

Balance sheet and leverage

Balance sheet metrics have deteriorated in FY 23.

The net debt to EBITDA ratio is 4.6x (normalised 4.3x).

Synlait is targeting a net debt to EBITDA ratio of below

3.5x in FY 24 through the divestment of Dairyworks and

improved profitability.

Banking facilities 

See next slide for further info on banking facilities.

PAGE 10FULL YEAR RESULTS INVESTOR PRESENTATION 2023

DEBT FACILITIES AND
BANKING COVENANTS

Synlait’s revised syndicated bank facilities are with ANZ Bank, Bank of China, China

Construction Bank, HSBC and Rabobank. The secured facilities are summarised as follows:

1. Working capital facility of $240m, maturing 1 October 2024, together with a $10m on-demand

bilateral facility. This facility is a seasonal facility where the facility limit changes at several times

during the term of the facility.

2. Revolving credit facilities of $230m. These facilities also step down over time with maturity

dates between 31 July 2024 and 1 October 2025.

In addition, the Group is required to make a prepayment of at least $130m by no later than

31 March 2024.

Synlait also has borrowings through retail bonds:

Synlait currently has $180m of five-year unsecured subordinated fixed rate bonds which were listed

on the NZX Debt Market in December 2019, and mature on 17 December 2024.

Synlait has key financial covenants in place with its banking syndicate.

Covenants for the recently executed facilities agreement are:

1. Total shareholder funds of no less than NZD $600m at all times.

2. Working capital ratio of no less than 1.5x at all times.

3. Interest coverage ratio of no less than 2.25x for the 31 July 2024 reporting date, increasing

to 3.0x for the 31 July 2025 reporting date.

4. Leverage ratio of no greater than 3.5x for the 31 July 2024 reporting date, decreasing to no

greater than 3.25x on and from the 31 July 2025 reporting date.

5. Senior leverage ratio of no greater than 2.25x for 31 July 2024.

Synlait capital structure requirements:

Synlait has completed a comprehensive review of its capital structure. The refinance of bank

debt was the first step in execution of its capital strategy. Synlait is likely to refinance the

subordinated bond in part or wholly with senior bank debt, however will continue to explore

options before a final decision is made.

To ensure successful refinance of the bond in December 2024, Synlait is working towards

deleveraging by divesting Dairyworks, managing working capital efficiently, increasing

profitability and reducing capital expenditure.

Synlait is pleased to announce it has successfully refinanced its debt facilities, introducing four new banks into the banking syndicate.

The new syndicate, led by ANZ Bank, provides increased service offerings and capacity at a very reasonable cost. 

PAGE 11FULL YEAR RESULTS INVESTOR PRESENTATION 2023

Mt Hutt Dairies, Mt Hutt, Canterbury.
Grant Watson

Chief Executive Officer

BUSINESS

UPDATE

FULL YEAR RESULTS INVESTOR PRESENTATION 2023

ADVANCED NUTRITION
Leadership

• Naiche Nogueira started as Director of Advanced Nutrition in

January 2023.

Strategy

• Five-year Advanced Nutrition strategy refresh completed.

Team structure streamlined and aligned to strategic priorities.

• Category focus on early life and adult nutrition (includes

infant formula, paediatric or adult nutrition products) and

advanced ingredients (e.g., lactoferrin products).

• Focused on B2B relationships where Synlait can provide

formulated powers in bulk or consumer-ready format or

formulated beverages with key focused partners The a2 Milk

Company, and strategic Chinese and Southeast Asia local

partners.

Business development

• Synlait now has its plant-based capability fully ratified,

allowing it to produce non-dairy and dairy/non-dairy hybrid

nutrition products.

• Related new product development work initiated and aligned

to strategic priorities.

Achievements

State Administration for Market

Regulation (SAMR) achieved

• Synlait achieved re-registration of

The a2 Milk Company’s Chinese

labelled 至初® Infant Formula

(stages one, two and three)

in June 2023. Re-registration

allows Synlait to manufacture and

export this product for China until

September 2027.

USA market access

• All three Synlait manufacturing sites (Dunsandel, Pokeno

and Auckland) were audited by the US Food and Drug

Administration and received positive outcomes.

Synlait and The a2 Milk Company Nutritional Powders

Manufacturing and Supply Agreement (NPMSA) update

Synlait has received notice from The a2 Milk Company purporting

to cancel the exclusivity arrangements under the NPMSA for

the a2 Platinum® and other nutritional products. Synlait reminds

investors that:

• Synlait disputes that The a2 Milk Company has the right to

cancel the exclusivity arrangements.

• The purported cancellation relates only to the exclusivity

arrangements. The NPMSA remains in place but may be

terminated by either party on three years’ notice.

• The a2 Milk Company has confirmed to Synlait that it will in

practice maintain exclusivity with Synlait until such time as

the matter is resolved (assuming that both parties will seek

to progress the dispute process promptly in good faith, and

the dispute process is completed by the end of 2024). The

dispute resolution process involves a 20-business day period

of good faith negotiation between Synlait and The a2 Milk

Company followed by arbitration (if not resolved).

• Synlait continues to hold the Chinese regulatory State

Administration for Market Regulation (SAMR) licence which is

attached to Synlait’s Dunsandel manufacturing facilities. The

licence is for The a2 Milk Company’s Chinese labelled 至初®

Infant Formula (stages one, two and three). The company

expects to manufacture those products for The a2 Milk

Company for goods destined for the China market for the

period of that licence (currently expiring September 2027).

PAGE 13FULL YEAR RESULTS INVESTOR PRESENTATION 2023

FOODSERVICE
Leadership

• Abby Ye started as President of China & Director

of Foodservice in March 2023.

Strategy

• Five-year Foodservice strategy created.

• Initial focus on functional UHT cream sold to B2B

customers who use it in finished products for out-

of-home consumption at bakeries, cafes, beverage

chains, etc. Butter and cream cheese identified as

potential long-term opportunities.

• China’s cream market represents significant potential

for Synlait. The total cream market exceeded

250,000 MT in 2022, and New Zealand is the leading

country for cream exports, with ~58% market share.

• Targeted geographies expanded to include

Singapore as the hub of Southeast Asia with big

OEMs (central kitchens).

Business development

• FY 24 will see Synlait keep expanding Joyhana within

China, focusing on bakery/pastry and beverage

chains, and access selected Southeast Asia markets

in H2 24.

Achievements

Launch of JOYHANA partnership between Synlait

and SAVENCIA Group

• Commercial sales commenced in FY 23, and

volumes will continue to ramp into FY 24.

• Market feedback is positive. Joyhana UHT Whipping

Cream won the ‘New Product Innovation Award’

at May’s prestigious China International Bakery

Exhibition. Building on this interest, Joyhana will

launch a co-branding event with a famous Chinese

bakery chain in October, Joyhana X CANA 迦南.

• SAVENCIA Group and Synlait partnership is very

complimentary. SAVENCIA Group is responsible for

distribution, branding and marketing and Synlait

is responsible for high-performance product

development and manufacturing.

Synlait and Massey University celebrated five years

of partnership

• Synlait and Massey University Palmerston

North celebrated five years of partnership and

collaboration on cutting-edge research.

• Innovations have included the commissioning of

the UHT pilot plant, commercialising JOYHANA

and several consumer beverages, and filing an

Advanced Nutrition patent.

PAGE 14FULL YEAR RESULTS INVESTOR PRESENTATION 2023

INGREDIENTS
Strategy

• Five-year Ingredients strategy refresh completed.

Focus on driving strong sales disciplines, while

leaning out cost base.

Business development

• Exporting to a diversified range of markets

(approximately 50 countries), with low China

concentration.

• Focus on generating high-value, multi-year contracts

for differentiated specifications.

• Driving sustainability initiatives with global customers

that leverage Lead With Pride™ and supports best

practice developments on-farm.

• Tightening premiums and lead bucket (optimum

product mix) disciplines to maximise returns and

sales timing to the milk curve to minimise risk.

Achievements

• Strong gross margin per MT achieved (up 16%) due

to excellent alignment to the SMP/AMF lead bucket,

which lasted for most of FY 23 and was supported by

strong sales disciplines.

• Record low year-end stock, working capital and

debtors, supported by a strong operational focus.

• Despite the supply chain being disrupted in HY 23,

strong momentum was generated in H2 23, with

100% of contracted volumes shipped.

• Record Ingredients were invoiced in May at 19,143 MT.

PAGE 15FULL YEAR RESULTS INVESTOR PRESENTATION 2023

CONSUMER (DAIRYWORKS)
Strategy

• Dairyworks has recently focused on its core cheese

category, exiting yoghurt and spreadable butter.

The strategic growth focus is on diversification of

geography and channels, not categories.

• Synlait enabled Dairyworks to build its growth

aspirations over a short period. Dairyworks needs

to transition to a greater global reach, which

requires an owner who will help unlock further

export markets while growing its core New Zealand

and Australia markets. A new owner will also

provide access to capital to enable additional

productivity and efficiency gains.

Divestment update

• Synlait announced its intention to divest Dairyworks

and its Temuka cheese assets in June 2023.

• Synlait is actively engaging with several parties

and will provide a further update in due course.

• The proceeds will be used to pay down debt.

Business development

• Significant pipeline of opportunities in Australia and

South East Asia due to lower cost of milk in New

Zealand. Higher Australian milk prices creates an

opportunity to unlock sustainable long-term growth

with existing customers (i.e., Woolworths Australia) and

new customers nearing the execution stage.

• Well placed to address consumers’ cost of living focus

with brands across all stages of the value spectrum,

i.e., the single occasion grate (100g grated cheese)

makes grated cheese accessible at a low price point

and in a single serving size to match consumer

demands.

Achievements

• Manufacturer market share in key natural cheese

segment increased to ~70% (FY 22: ~64%).

• Foodservice channel growth continued, revenue up

23%, achieved in a tough market where consumers

spend cautiously.

• Commitment made to two key future capital projects

to enable greater labour efficiencies, health and safety

improvements, and quality at the processing facility.

Capital improvements to be commissioned during the

Christmas shutdown period.

PAGE 16FULL YEAR RESULTS INVESTOR PRESENTATION 2023

ON-FARM EXCELLENCE
AND SUSTAINABILITY

Leadership

• Charles Fergusson started as Director of On-Farm

Excellence and Business Sustainability in February

2023.

Strategy

• On-Farm Excellence five-year strategy developed.

Examples of ambitions include 80% Farms on

premiums, 10% supplier waiting list, and less than 1%

annual ceases by FY 28.

• Sustainability strategy review underway. Includes

review of progress to date and alignment with

business unit strategy refresh to ensure it remains

fit for purpose for all stakeholders.

Synlait Farmer Leadership Team

• Team established in November 2022. Key step

in ensuring Synlait and its farmers work closely

together to improve outcomes.

• Eight farmers are a conduit between Synlait and

its farmer supplier base, providing feedback

and direction on Synlait’s strategic choices and

prioritisation of tactics.

Milk price

• Area Managers working with Farmer Suppliers

following recent decreases to ensure minimal cash

outlays on-farm in connection with supplying Synlait.

Synlait Farms (Dunsandel)

• Continued investment in on-farm infrastructure and

teams. Ambition to become Lead with Pride™ certified

and a centre of excellence.

Industry engagement

• Commitment to tree planting via Whakapuāwai,

an environmental programme connecting people,

farmers, and the community through native tree

planting, continues – on track to plant 60,000 trees in

the 2023 calendar year.

• Founding shareholder of AgriZero NZ, a partnership

and investment fund between agribusiness and

Government, to accelerate agricultural emissions

reductions by 30% by 2030.

Sustainability

• Further 19 Farmer Suppliers became Lead With Pride™

certified (FY 22: 191, FY 23: 210).

• Transitioned Boiler Two at Synlait Dunsandel to

biomass (wood pellets) as a fuel source, enabling a

significant emissions reduction step change in FY 24

as Synlait aim to reduce site emissions by 40%.

• B Corp™ recertification on-track for December. The

company’s constitution must now include a B Corp™

purpose statement and stakeholder clause. At the

December Annual Meeting, the Board will request

shareholder support to endorse this constitutional

change.

PAGE 17FULL YEAR RESULTS INVESTOR PRESENTATION 2023

STRATEGY AND
OUTLOOK UPDATE

Grant Watson

Chief Executive Officer

Reddecliffe Farm, Beautiful Valley, Canterbury.FULL YEAR RESULTS INVESTOR PRESENTATION 2023

STRATEGY REFRESH
CREATION OF A MORE

FOCUSED SYNLAIT

• Board and Executive Leadership Team completed strategy refresh.

• Refreshed strategy leverages Synlait’s world-class capabilities and asset base to

partner to produce high-value Advanced Nutrition and Foodservice B2B products,

supported by a disciplined and well-run Ingredients business.

• Strategy and capital structure refresh, including an asset review, announced in June

2023 and intended divestment of Dairyworks and surplus Temuka cheese assets.

• Strategy aligned to structure with Executive Leadership Team renewal now complete

and culture, capability and execution lifting.

PAGE 19FULL YEAR RESULTS INVESTOR PRESENTATION 2023

SYNLAIT STRATEGY FY 24 – FY 28
CATEGORIES

OUR PRODUCTS

CHANNELS

OUR BUSINESS TYPES

RIGHT TO PLAY

OUR STRONG FOUNDATIONS

AMBITION

TO FY 28

RIGHT TO WIN

OUR COMPETITIVE ADVANTAGE MODELS

KEY ENABLERS

OF EXECUTION

Singapore

Malaysia

Thailand

New Zealand

Australia

Greater China

Philippines

Vietnam

Indonesia

GEOGRAPHIES

OUR GROWTH MARKETS

PURPOSE

AND CULTURE

MADE WITH

BETTER MILK

COMPETITIVE, TRANSPARENT

FARMGATE MILK PRICE

FAVOURABLE

ADVANCE RATE

AND NO SHARES

DIGITAL TOOLS

AND ON-FARM

SUPPORT

INDUSTRY AND

COMMUNITY

ENGAGEMENT

SPECIALTY

MILK PREMIUMS

LEAD WITH

PRIDE™

1

5

3

7

2

6

4

8

PURPOSE

AND CULTURE

FOOD SAFETY, QUALITY,

TRACEABILITY AND SURETY OF SUPPLY

NEW ZEALAND

PROVENANCE AND

MARKET ACCESS

BASIC

PRODUCT

PORTFOLIO

ADVANCED

PRODUCT

PORTFOLIO

FLEXIBLE WORLD CLASS

MANUFACTURING FACILITIES

1

5

3

2

4

9

B CORP™ AND

MADE WITH

BETTER MILK

8

DEEP CHANNEL

EXPERTISE

7

On-Farm

Excellence

Best In Class

Customer

Engagement

Disciplined

Product

Innovation

High

Performance

Culture

Systems, Tools

and Processes

World Class

Manufacturing

and Supply Chain

Infant

Nutrition

Adult

Nutrition

Commodity

Powders

B Corp™

Score of 105

Advanced

Nutrition

CUSTOMERSFARMER SUPPLIERS

Advanced

Ingredients

Farmer Net

Promoter Score

Top Quartile

FoodserviceFoodservice

Cream

AMF and Butter*

IWS Level 2

Ingredients

Customer Net

Promoter Score

Top Quartile

Staff Engagement

Top Quartile

Return on

Capital 15%

Food Safety

and Quality

Regulatory

Know-How

Highly Utilised,

Efficient Plants

Advanced Nutrition

and Foodservice

Know-How

Integrated

Value Chain

Sustainability

Credentials

Cream Cheese*

BEST IN CLASS

CUSTOMER ENGAGEMENT

6

Our Purpose – Doing Milk Differently For A Healthier World

* TBC, further opportunities being explored.

PAGE 20FULL YEAR RESULTS INVESTOR PRESENTATION 2023

STRATEGY REFRESH
SUMMARY OF KEY CHANGES

FROM

RIGHT TO PLAY is Synlait’s core capabilities; some might refer to this as our tickets to the game.

Food Safety and Quality

Regulatory

Nutritionals Know-How

Surety of Supply

Efficient Manufacturing

Sustainability Credentials

TO

PAGE 21FULL YEAR RESULTS INVESTOR PRESENTATION 2023

STRATEGY REFRESH
SUMMARY OF KEY CHANGES

CHANNELS (or business units) are the areas Synlait is focusing its efforts.

FROM

Consumer

Foodservice

Manufacturing

TO

PAGE 22FULL YEAR RESULTS INVESTOR PRESENTATION 2023

STRATEGY REFRESH
SUMMARY OF KEY CHANGES

CATEGORIES are the products Synlait manufactures within its business units.

FROM

Milk Powder

Beverages and Cream

AMF and Butter

Cheese

Infant and Adult Nutrition

Lactoferrin

* TBC, further opportunities being explored.

TO

PAGE 23FULL YEAR RESULTS INVESTOR PRESENTATION 2023

STRATEGY REFRESH
SUMMARY OF KEY CHANGES

KEY ENABLERS are focus areas across Synlait to ensure we execute with excellence.

FROM

On-Farm Excellence

Customer Engagement

Disciplined New Product

Development and New

Technology Development

Employer of Choice

Systems, Tools

and Processes

Manufacturing

and Supply Chain

TO

PAGE 24FULL YEAR RESULTS INVESTOR PRESENTATION 2023

SYNLAIT STRATEGY FY 24 – FY 28
CATEGORIES

OUR PRODUCTS

CHANNELS

OUR BUSINESS TYPES

RIGHT TO PLAY

OUR STRONG FOUNDATIONS

AMBITION

TO FY 28

RIGHT TO WIN

OUR COMPETITIVE ADVANTAGE MODELS

KEY ENABLERS

OF EXECUTION

Singapore

Malaysia

Thailand

New Zealand

Australia

Greater China

Philippines

Vietnam

Indonesia

GEOGRAPHIES

OUR GROWTH MARKETS

PURPOSE

AND CULTURE

MADE WITH

BETTER MILK

COMPETITIVE, TRANSPARENT

FARMGATE MILK PRICE

FAVOURABLE

ADVANCE RATE

AND NO SHARES

DIGITAL TOOLS

AND ON-FARM

SUPPORT

INDUSTRY AND

COMMUNITY

ENGAGEMENT

SPECIALTY

MILK PREMIUMS

LEAD WITH

PRIDE™

1

5

3

7

2

6

4

8

PURPOSE

AND CULTURE

FOOD SAFETY, QUALITY,

TRACEABILITY AND SURETY OF SUPPLY

NEW ZEALAND

PROVENANCE AND

MARKET ACCESS

BASIC

PRODUCT

PORTFOLIO

ADVANCED

PRODUCT

PORTFOLIO

FLEXIBLE WORLD CLASS

MANUFACTURING FACILITIES

1

5

3

2

4

9

B CORP™ AND

MADE WITH

BETTER MILK

8

DEEP CHANNEL

EXPERTISE

7

On-Farm

Excellence

Best In Class

Customer

Engagement

Disciplined

Product

Innovation

High

Performance

Culture

Systems, Tools

and Processes

World Class

Manufacturing

and Supply Chain

Infant

Nutrition

Adult

Nutrition

Commodity

Powders

B Corp™

Score of 105

Advanced

Nutrition

CUSTOMERSFARMER SUPPLIERS

Advanced

Ingredients

Farmer Net

Promoter Score

Top Quartile

FoodserviceFoodservice

Cream

AMF and Butter*

IWS Level 2

Ingredients

Customer Net

Promoter Score

Top Quartile

Staff Engagement

Top Quartile

Return on

Capital 15%

Food Safety

and Quality

Regulatory

Know-How

Highly Utilised,

Efficient Plants

Advanced Nutrition

and Foodservice

Know-How

Integrated

Value Chain

Sustainability

Credentials

Cream Cheese*

BEST IN CLASS

CUSTOMER ENGAGEMENT

6

Our Purpose – Doing Milk Differently For A Healthier World

* TBC, further opportunities being explored.

PAGE 25FULL YEAR RESULTS INVESTOR PRESENTATION 2023

RENEWED EXECUTIVE LEADERSHIP TEAM
LIFTING SYNLAIT’S CULTURE, CAPABILITY AND EXECUTION

Naiche Nogueira

Director of Advanced Nutrition

Joined January 2023

Dr. Suzan Horst

Director of Quality, Regulatory

and Laboratory

Charles Fergusson

Director of On-Farm Excellence

and Business Sustainability

Joined February 2023

Glenn Laing

Director of Manufacturing

Promoted August 2023

Cathy Gamlen

Director of People and Culture

Joined August 2023

Paul Mallard

Chief Operating Officer

Joined January 2023

Abby Ye

President China and Director

of Foodservice

Joined March 2023

Tim Carter

CEO Dairyworks and Director

of Consumer

Grant Watson

Chief Executive Officer

Rob Stowell

Chief Financial Officer

Adam Maxwell

Director of Ingredients

PAGE 26FULL YEAR RESULTS INVESTOR PRESENTATION 2023

SYNLAIT’S FULL YEAR 2024 OUTLOOK
FY 23 was highly challenging for Synlait with material reductions in customer demand, CO2 shortages, extreme weather

events, the COVID-19 pandemic, inflationary impacts, ongoing investments in new product workstreams (i.e., UHT cream and

Advanced Nutrition customer growth), and the launch and stabilisation of the company’s new enterprise resource planning

(ERP) system.

Looking ahead to the 2024 financial year, Synlait could still face challenging China market dynamics, softening global

conditions more generally, and continued inflationary pressures across its cost base, which could impact future customer

demand and the company’s overall profitability. Synlait does, however, expect Advanced Nutrition volumes to continue to

grow at the Pokeno site in FY 24, and the company’s overall EBITDA performance is also expected to improve in FY 24,

compared to FY 23.

The a2 Milk Company’s purported cancellation of the exclusivity arrangements under the Nutritional Powders Manufacturing

and Supply Agreement (NPMSA) for the a2 Platinum® and other nutritional products is not expected to impact Synlait’s FY 24

results. Synlait disputes that The a2 Milk Company has the right to cancel the exclusivity arrangements.

While Synlait is confident in its strategy to right-size its cost base to current activities and its near-term Advanced Nutrition

and Foodservice growth opportunities, the uncertainty of broader macroeconomic factors means the company will not

provide guidance at this time.

Synlait is committed to its refreshed strategy to create a more focused company and remains largely on track to meet its five-

year (FY 28) strategic ambitions.

PAGE 27FULL YEAR RESULTS INVESTOR PRESENTATION 2023

NEXT STEPS
Institutional Investor Site Tour at Synlait Pokeno

• Management will host an institutional investor site tour at Synlait

Pokeno on Monday 30 October 2023.

• The agenda includes:

• Synlait Pokeno site tour.

• Presentation from CEO Grant Watson on Synlait’s strategy.

• Q&A with Grant Watson and key members of Synlait’s

Executive Leadership team.

• If you would like to attend, email: investors@synlait.com

Annual Meeting at Synlait Dunsandel

• Synlait’s Annual Meeting is on Friday 1 December 2023, at 1.00pm.

• The Annual Meeting will be held in person at Synlait Dunsandel

(and followed by a site tour) and online.

• The Notice of Meeting, released in early November 2023,

will include further information.

PAGE 28FULL YEAR RESULTS INVESTOR PRESENTATION 2023

APPENDIX
Drewe and Tamara Finlay’s Farm – Taupiri, Waikato.FULL YEAR RESULTS INVESTOR PRESENTATION 2023

MILK PRICEMILK POOL
RAW MILK PROCESSED

• Total average milk payment of $8.49 per kgMS.

• Average base milk price for 2022/23 season is $8.22

per kgMS.

• Average incentive payment paid per kgMS for the

season was 27 cents per kgMS (2021/22: 29 cents per

kgMS) made up of incentives and winter milk payments.

• Forecast base milk price for the 2023/24 season is at

$7.00 per kgMS.

• North Island farmer suppliers responsible for 13% of total

milk supply or 63 farms.

• South Island milk pool grew by 1.6 million kgMS in the

2022/23 season due to eight additional farms, partially

offset by (1.5%) lower production on average per farm due

to unfavourable climate conditions and high on-farm cost

inflation. 2021/22: 212 South Island farms, 2022/23: 220

South Island farms. South Island supply pool has decreased

to 215 farms for the 2023/24 season.

• North Island milk pool contracted by (0.5) million kgMS, due

to two farms leaving the pool and (1.0%) lower production on

average per farm. Total farms 65. 2021/22: 65 North Island

farms, 2022/23: 63 North Island farms. North Island supply

pool has decreased to 59 farms for the 2023/24 season.

• Lead With Pride™ certified farms grew to 210 in 22/23

(21/22: 191 farms).

$6.00

$8.00

200

250

$10.00

300

$4.00

100

150

$2.00

50

2018/192019/202020/212021/222022/23

$6.40

$0.18

Average base milk priceIncentivesSouth Island

kgMS

North Island

kgMS

No. of South

Island Farms

No. of North

Island Farms

$7.05$7.55$9.30$8.22

2018/192019/202020/212021/222022/23

$0.25

$0.27

$0.29

$0.27

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

90,000

kgMS

(thousands)

80.0

70.0

60.0

50.0

40.0

30.0

20.0

10.0

90.0

100.0

kgMS

(millions)

No. of

Farms

FY 19FY 20FY 21FY 22FY 23

66,06670,47282,73778,93476,007

PAGE 30FULL YEAR RESULTS INVESTOR PRESENTATION 2023

FY 19FY 21FY 20FY 22FY 23
FY 19FY 21FY 20FY 22FY 23

FY 19FY 21FY 20FY 22FY 23

FY 19FY 21FY 20FY 22FY 23

FY 19FY 21FY 20FY 22FY 23

KEY FINANCIAL METRICS

Gross profit per MT ($)*

EBIT per MT ($)

Return on capital employed

Basic earnings per share (cents NZD)Net debt/EBITDA

Debt/(debt + equity)

776.0

1,174.3

45.3

18.0%

2.2

625.1

1,043.5

41.4

12.5%

3 .1

288.2

650.1

17.6

5.6%

2.6

156.2

725.1

(2.0)

2.7%

4.6

(80.8)

307.7

(13.8)

(1.5%)

12.9

FY 19FY 21FY 20FY 22FY 23

* Includes gross profit not attributable to business units (comprised primarily of margin on raw milk and cream sales, income from dairy derivatives, and farms contribution).

39.3%

47.2%

30.0%

34.3%

38.7%

PAGE 31FULL YEAR RESULTS INVESTOR PRESENTATION 2023

GROSS PROFIT
PERFORMANCE BY CATEGORY

FY 19FY 20FY 21FY 22FY 23

Sales Volume (MT)

Ingredients98,49997,561125,914132,481108,856

Advanced Nutrition51,23152,87134,36233,50631,971

Consumer8,94744,81858,48359,78656,999

Foodservice----757

Subtotal158,677195,250218,759225,773198,583

Gross Profit ($M)

Ingredients36.831.314.557.554.6

Advanced Nutrition152.4172.845.073.857.0

Consumer(3.0)-10.521.329.0

Foodservice----(0.2)

Subtotal186.2204.170.0152.6140.4

Gross Profit ($/MT)

Ingredients374321115434501

Advanced Nutrition2,9753,2681,3102,2031,782

Consumer(339)0.5179357508

Foodservice----(313)

Subtotal1,1741,045320676707

Revenue ($M)

Ingredients481510635826661

Advanced Nutrition498594406416440

Consumer10132266309329

Foodservice----4

Subtotal9891,2361,3071,5511,434

Note: Amounts not attributable to business units are not included in the above table. Advanced Nutrition margins have been restated to exclude milk supply costs attributable to raw milk and cream sales.

PAGE 32FULL YEAR RESULTS INVESTOR PRESENTATION 2023

FY 19FY 20FY 21FY 22FY 23
Revenue1,024,3051,302,0251,367,3491,660,6011,603,580

Cost of sales(837,976)(1,098,292)(1,300,042)(1,513,827)(1,459,588)

Gross profit186,329203,73367,307146,774143,992

Other income8984043,87022,77716,333

Share of loss from associates(580)33(33)--

Sales and distribution expenses(26,836)(32,318)(36,791)(39,423)(48,316)

Administrative and operating expenses(36,680)(49,809)(52,018)(49,534)(74,195)

Impairment of Temuka cheese plant assets---(12,231)-

ERP implementation costs---(3,295)(6,794)

Earnings before net finance costs and income tax123,131122,043(17,665)65,06831,020

Finance expenses(8,819)(19,777)(20,488)(18,730)(32,786)

Finance income1,23213444170281

Loss on derecognition of financial assets(1,842)(1,747)(1,045)(2,427)(5,771)

Net finance costs(9,429)(21,390)(21,489)(20,987)(38,276)

(Loss)/profit before income tax113,702100,653(39,154)44,081(7,256)

Income tax benefit/(expense)(32,454)(26,344)10,703(5,558)2,964

Net (loss)/profit after tax for the year81,24874,309(28,451)38,523(4,292)

SUMMARISED FIVE YEAR INCOME STATEMENT

PAGE 33FULL YEAR RESULTS INVESTOR PRESENTATION 2023

DISCLAIMER
This presentation is intended to constitute a summary of certain

information about the Synlait Group (“Synlait”) or in connection

with its full year 2023 financial results. It should be read in

conjunction with, and subject to, the explanations and views in

documents previously released to the market by Synlait. This

presentation is not an offer or an invitation, recommendation or

inducement to acquire, buy, sell or hold Synlait’s shares or any

other financial products and is not a product disclosure statement,

prospectus or other offering document, under New Zealand law

or any other law.

This presentation is provided for information purposes only. The

information contained in this presentation is not intended to be

relied upon as advice to investors and does not take into account

the investment objectives, financial situation or needs of any

particular investor. Investors should assess their own individual

financial circumstances and should consult with their own legal,

tax, business and/or financial advisers or consultants before

making any investment decision.

Any forward looking statements and projections in this

presentation are provided as a general guide only based on

management’s current expectations and assumptions and

should not be relied upon as an indication or guarantee of future

performance. Forward looking statements and projections involve

known and unknown risks, uncertainties, assumptions and other

important factors, many of which are beyond the control of Synlait

and which are subject to change without notice. Actual results,

performance or achievements may differ materially from those

expressed or implied in this presentation. No person is under any

obligation to update this presentation at any time after its release

except as required by law and the NZX Listing Rules, or the ASX

Listing Rules.

Any forward looking statements in this presentation are unaudited

and may include non-GAAP financial measures and information.

Not all of the financial information (including any non-GAAP

information) will have been prepared in accordance with, nor

is it intended to comply with: (i) the financial or other reporting

requirements of any regulatory body or any applicable legislation;

or (ii) the accounting principles or standards generally accepted

in New Zealand or any other jurisdiction, or with International

Financial Reporting Standards. Some figures may be rounded and

so actual calculation of the figures may differ from the figures in

this presentation. Some of the information in this presentation is

based on non-GAAP financial information, which does not have a

standardised meaning prescribed by GAAP and therefore may not

be comparable to similar financial information presented by other

entities. Non-GAAP financial information in this presentation has

not been audited or reviewed. Any past performance information

in this presentation is given for illustration purposes only and is

not indicative of future performance and no guarantee of future

returns is implied or given.

While all reasonable care has been taken in relation to the

preparation of this presentation, to the maximum extent permitted

by law, no representation or warranty, expressed or implied, is

made as to the accuracy, adequacy, reliability, completeness

or reasonableness of any statements, estimates or opinions or

other information contained in this presentation, any of which

may change without notice. To the maximum extent permitted

by law, Synlait, its subsidiaries, and their respective directors,

officers, employees, contractors, agents, advisors and affiliates

disclaim and will have no liability or responsibility (including,

without limitation, liability for negligence) for any direct or indirect

loss or damage which may be suffered by any person through

use of or reliance on anything contained in, or omitted from, this

presentation.

All values are expressed in New Zealand currency unless

otherwise stated.

All intellectual property, proprietary and other rights and interests

in this presentation are owned by Synlait.

PAGE 34FULL YEAR RESULTS INVESTOR PRESENTATION 2023

FOR MORE INFORMATION CONTACT:
Hannah Lynch

Head of Strategy & Corporate Affairs

+64 21 252 8990

hannah.lynch@synlait.com

---

Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com






NZX: SML

ASX: SM1



25 September 2023


Synlait Publishes Full Year 2023 Results


Synlait Milk Limited (Synlait) has announced its financial results for the 12 months ended 31 July 2023.


Key takeaways from today:


 Joyhana (UHT cream) launched, commercial sales underway.

 State Administration for Market Regulation (SAMR) re-registration achieved.

 TRIFR

1

reduced more than 30% since Synlait Safe launch in November 2022.

 ELT renewal completed.

 Strategy refresh completed, creation of a more focused Synlait.


Synlait Chair Simon Robertson commented: "Our financial results are challenging and not where we

need them to be, but tactically, we are building the foundations for a stronger Synlait, playing to our

strengths while continuing to diversify our products, markets, and customers. Our refreshed strategy

leverages Synlait’s strengths in our world-class capabilities and experience in partnering to produce

high-value Advanced Nutrition and Foodservice products."


"Over the coming 12 months, we will address our balance sheet (through the intended divestment of

Dairyworks and Temuka cheese assets); right size our cost base to current activities and near-term

growth opportunities; deliver and build on our current and prospective Advanced Nutrition and

Foodservice customer opportunities; and lift our operational performance."


Synlait CEO Grant Watson commented: "It was an extremely challenging year for Synlait. Various

factors contributed to our poor financial performance, including material reductions in customer

demand, CO2 shortages, extreme weather events, the COVID-19 pandemic, inflationary impacts on

our cost base, and costs associated with the launch and stabilisation of our enterprise resource

planning (ERP) system. Some factors were outside our control, and others were within our control."


“Thank you to our shareholders, staff, farmer suppliers, and customers for your support. We are

focused on getting the basics right, lifting our performance, and returning to profitability, as we look

ahead to a new and exciting era in Synlait."


Financial highlights

2

:


 Total Group revenue down 3% to $1.60 billion

 Total Group net profit after tax (NPAT) down 111% to loss of ($4.3) million

 Total Group earnings before interest, taxes, depreciation, and amortization (EBITDA) down

31% to $90.7 million

 Total Group gross profit down 2% to $144.0 million

 Operating cashflow down 83% to $39.0 million

 Capital expenditure down 32% to $65.1 million

 Net debt up 21% to $413.5 million


 

1

Total Recordable Injury Frequency Rate (TRIFR), reduced to 10.6 at the end of FY 23.

2

Includes Dairyworks which has been classified as a discontinued operation.  

 

 
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com





Final 2022 / 2023 milk price:


The final average base milk price is $8.22 per kgMS for the 2022 / 2023 season. In addition, an

average of $0.27 per kgMS was paid for incentives, taking the total average milk payment to $8.49

per kgMS. The base milk price is down from Synlait’s highest payout, $9.30/kgMS, in the prior season.

Commodity prices corrected downwards across the 2022 / 2023 season in response to recovering

global supplies and softening demand.


Increases in the last two Global Dairy Trade events, after a period of significant downward pressure,

means Synlait can confirm that its base milk price forecast for the 2023 / 2024 season will remain at

$7.00 per kgMS.


Full Year 2024 (FY 24) Outlook:


FY 23 was highly challenging for Synlait with material reductions in customer demand, CO2

shortages, extreme weather events, the COVID-19 pandemic, inflationary impacts, ongoing

investments in new product workstreams (i.e., UHT cream and Advanced Nutrition customer growth),

and the launch and stabilisation of the company’s new enterprise resource planning (ERP) system.


Looking ahead to the 2024 financial year, Synlait could still face challenging China market dynamics,

softening global conditions more generally, and continued inflationary pressures across its cost base,

which could impact future customer demand and the company’s overall profitability. Synlait does,

however, expect Advanced Nutrition volumes to continue to grow at the Pokeno site in FY 24, and the

company’s overall EBITDA performance is also expected to improve in FY 24, compared to FY 23.


The a2 Milk Company’s purported cancellation of the exclusivity arrangements under the Nutritional

Powders Manufacturing and Supply Agreement (NPMSA) for the a2 Platinum® and other nutritional

products is not expected to impact Synlait’s FY 24 results. Synlait disputes that The a2 Milk Company

has the right to cancel the exclusivity arrangements.


While Synlait is confident in its strategy to right-size its cost base to current activities and its near-term

Advanced Nutrition and Foodservice growth opportunities, the uncertainty of broader macroeconomic

factors means the company will not provide guidance at this time.


Synlait is committed to its refreshed strategy to create a more focused company and remains largely

on track to meet its five-year (FY 28) strategic ambitions.


For more information contact:

Hannah Lynch

Head of Strategy & Corporate Affairs

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

Dear shareholders
Synlait today published its financial result for the 12 months ended 31 July 2023. It was an extremely challenging year for

Synlait. Various factors contributed to our poor financial performance, including material reductions in customer demand,

CO2 shortages, extreme weather events, the COVID-19 pandemic, inflationary impacts on our cost base, and costs

associated with the launch and stabilisation of our enterprise resource planning (ERP) system. Some factors were outside

our control, and others were within our control.

Our Annual Report and Investor Presentation highlight work to create a more focused Synlait. Our financial results are

challenging, and not where we need them to be, but tactically, we are building the foundations for a stronger Synlait,

playing to our strengths while continuing to diversify our products, markets, and customers.

Our refreshed strategy leverages Synlait’s strengths in our world-class capabilities and experience in partnering to

produce high-value Advanced Nutrition and Foodservice products. Over the coming 12 months, the Board will support

Management to continue building stronger foundations. We will address our balance sheet (through the intended

divestment of Dairyworks and Temuka cheese assets); right sizing our cost base to current activities and near-term

growth opportunities; delivering and building on current and prospective Advanced Nutrition and Foodservice customer

opportunities; and lifting our overall operational performance.

We have a clear plan and an extremely capable leadership team to deliver stronger execution. We are committed to

creating a more focused Synlait, for you, our shareholders. Thank you for your support.

Regards

Simon Robertson

Chair

SYNLAIT PUBLISHES

FULL YEAR 2023 RESULTS

FY 23

Extremely challenging financial year, with a poor financial result delivered.

Joyhana (UHT cream)

launched, commercial

sales underway.

State Administration for

Market Regulation (SAMR)

re-registration achieved.

*TRIFR reduced >30%

since Synlait Safe launch

in November 2022.

ELT renewal.

STRATEGY REFRESH COMPLETED

Creation of a more focused Synlait.

* TRIFR is Total Recordable Injury Frequency Rate, reduced to 10.6 at the end of FY 23.

KEY TAKEAWAYS FROM TODAY

3%
TOTAL GROUP REVENUE

$

1.60B

32%

CAPITAL EXPENDITURE

$

6 5 .1M

21%

NET DEBT

$

413.5M

$2.8M

TOTAL GROUP GROSS PROFIT

$

144.0M

83%

OPERATING CASHFLOW

$

39.0M

$42.8M

TOTAL GROUP NPAT

(

$

4.3M)

$33.8M

ADJUSTED TOTAL GROUP NPAT¹

$

2.5M

$40.9M

TOTAL GROUP EBITDA

$

90.7M

$27.4M

ADJUSTED TOTAL GROUP EBITDA¹

$

95.6M

11%

TOTAL AVERAGE MILK PRICE

$

8.49kgMS

12%

TOTAL BASE MILK PRICE

$

8.22kgMS

All comparisons are to FY 22 and include the results of Dairyworks which has been treated as a discontinued operation.

1 Refer to slide 5 for a reconciliation of adjusted NPAT and EBITDA.

RESULTS AT A GLANCE

Full Year 2024 (FY 24) Outlook

FY 23 was highly challenging for Synlait with material reductions in customer demand, CO2 shortages, extreme weather

events, the COVID-19 pandemic, inflationary impacts, ongoing investments in new product workstreams (i.e., UHT cream

and Advanced Nutrition customer growth), and the launch and stabilisation of the company’s new enterprise resource

planning (ERP) system.

Looking ahead to the 2024 financial year, Synlait could still face challenging China market dynamics, softening global

conditions more generally, and continued inflationary pressures across its cost base, which could impact future customer

demand and the company’s overall profitability. Synlait does, however expect Advanced Nutrition volumes to continue to

grow at the Pokeno site in FY 24, and the company’s overall EBITDA performance is also expected to improve in FY 24,

compared to FY 23.

The a2 Milk Company’s purported cancellation of the exclusivity arrangements under the Nutritional Powders

Manufacturing and Supply Agreement (NPMSA) for the a2 Platinum® and other nutritional products is not expected

to impact Synlait’s FY 24 results. Synlait disputes that The a2 Milk Company has the right to cancel the exclusivity

arrangements.

While Synlait is confident in its strategy to right-size its cost base to current activities and its near-term Advanced

Nutrition and Foodservice growth opportunities, the uncertainty of broader macroeconomic factors means the company

will not provide guidance at this time.

Synlait is committed to its refreshed strategy to create a more focused company and remains largely on track to meet its

five-year (FY 28) strategic ambitions.

Annual Meeting

Our Annual Meeting will be held on Friday 1 December 2023 at 1.00pm. It will be held in person at Synlait Dunsandel

(followed by a site tour) and online. The Notice of Meeting, released in early November 2023, will include further

information.

---

Results for announcement to the market
Name of issuer Synlait Milk Limited (SML)

Reporting Period 12 months to 31 July 2023

Previous Reporting Period 12 months to 31 July 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$1,320,758 (5%)

Total Revenue $1,603,580 (3%)

Net profit/(loss) from

continuing operations

($14,144) (135%)

Total net profit/(loss) ($4,292) (111%)

Interim/Final Dividend

Amount per Quoted Equity

Security

Not proposing to pay dividends.

Imputed amount per Quoted

Equity Security

Not applicable.

Record Date Not applicable.

Dividend Payment Date Not applicable.

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.88 $2.69

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the following accompanying documents:

 Full Year 2023 Annual Report (includes financial

statements)

 Full Year 2023 Investor Presentation

Authority for this announcement

Name of person authorised

to make this announcement

Synlait CEO Grant Watson

Contact person for this

announcement

Synlait Head of Strategy & Corporate Affairs Hannah Lynch

Contact phone number +64 21 252 8990

Contact email address hannah.lynch@synlait.com

Date of release through MAP Monday 25 September 2023


Audited financial statements accompany this announcement.

---

Doing Milk Differently
For A Healthier World

ANNUAL

REPORT

2023

WELCOME TO SYNLAIT’S
ANNUAL REPORT

Synlait releases a standalone

sustainability report each December.

The report reviews Synlait’s strategy

and initiatives to achieve our

sustainability objectives and targets.

Our Corporate Governance Statement

describes Synlait’s current compliance

with the NZX Corporate Governance

Code (NZX Code) recommendations

in the year to 31 July 2023.

The Corporate Governance

section of the Annual Report can

be found on Synlait’s website:

synlait.com/investors/corporate-

governance-2023/

Our Annual Report reviews Synlait Milk Limited’s (Synlait) and

subsidiaries’ financial performance and business achievements

for the year ended 31 July 2023.

An online copy of this Annual Report and previous annual, interim

and sustainability reports are available at: synlait.com/investors/

We are always looking for ways to improve our reporting.

Please email any feedback to: investors@synlait.com

SUSTAINABILITY

REPORTING

CORPORATE

GOVERNANCE

Reddecliffe Farm, Beautiful Valley, Canterbury.

PAGE 01 & 02ANNUAL REPORT 2023

Dean and Nicky Reddecliffe and their farm team –
finalist at Synlait’s Annual Dairy Honours Awards

in the For A Healthier World category.

PAGE 03 & 04ANNUAL REPORT 2023

01
About this Report

01129

29

Our Board

30

Our Executive Leadership Team

43

Financial and Performance Metrics

09

Chair Review

44

Milk Price

124

Auditor’s Report

129

Statutory Information

149

Directory

15

CEO Review

33

CFO Review

45

Financial Statements Contents

09

15

33

PAGE 05 & 06ANNUAL REPORT 2023

Brendon Dolan from BP Dolan Farms, Canterbury
– winner at Synlait’s Annual Dairy Honours Awards

in the Doing Milk Differently category.

PAGE 07 & 08ANNUAL REPORT 2023

this dynamic, resulting in more domestic and
fewer global brands, increasing local market

share as the industry consolidates.

What a more focused Synlait looks like,

leveraging our core Advanced Nutrition

and Foodservice capabilities

The current China market dynamics present

a short-term challenge for all exporters, but

Synlait is well placed to adapt. We have the

capabilities, assets and market access which

mean the building blocks are in place.

As the CEO Report on page 15 details, we

have a clear competitive advantage, or

right to win, in our chosen areas, Advanced

Nutrition and Foodservice, supported by

our disciplined and well-run Ingredients

business. Our core food safety and quality

and manufacturing capabilities, highly

integrated value chain, Advanced Nutrition

and Foodservice know-how, and industry-

leading sustainability credentials set us

apart.

Advanced Nutrition is defined as formulated

powders in bulk or consumer-ready format,

formulated beverages, and speciality

nutritional ingredients that our customers

sell to consumers. We don’t just consider

this infant formula, but also paediatric

or adult nutrition products. The world’s

population is ageing and driving greater

demand for Adult Nutrition solutions. Adult

Nutrition is currently a USD $63 billion

global market with an 8% compound annual

growth rate (CAGR), and the Asia Pacific

region is showing the same growth rates

as consumer awareness increases. With

the requirements to manufacture infant and

adult nutrition solutions being similar, Synlait

is well positioned to leverage its expertise

and assets to enter this category. We are

playing to our strengths, while continuing

Welcome to our 2023 Annual Report

The report highlights our work to create a

more focused Synlait. Our financial results

are challenging, and not where we need

them to be, but tactically, we are building the

foundations for a stronger Synlait; playing to

our strengths while continuing to diversify

our products, markets, and customers.

Our refreshed strategy (summarised on

page 17) leverages Synlait’s strengths in our

world-class capabilities and experience in

partnering to produce high-value Advanced

Nutrition and Foodservice products. Over

the coming 12 months, the Board will support

Management to continue building stronger

foundations. We will address our balance

sheet (through the intended divestment of

Dairyworks and its Temuka assets); right

sizing our cost base to current activities and

near-term growth opportunities; delivering

and building on current and prospective

Advanced Nutrition and Foodservice

customer opportunities; and lifting our

overall operational performance.

Over the last 12 months, Synlait has

navigated challenges and learned a lot.

We have experienced customer forecast

demand and production changes;

operational stability and cost challenges

such as CO2 shortages; a tight labour

market; extreme weather events; inflationary

pressures; and the stabilisation of our

Enterprise Resource Planning (ERP) system.

Some of these challenges were market-

driven, others our own, but importantly,

the team has adapted and reflected, and is

driven to create a more focused Synlait.

Setting the scene for a more focused

Synlait: market dynamics changed

post-COVID-19

Towards the middle of the 2022 calendar

year, the world reached a turning point in

the COVID-19 pandemic. While restrictions

started falling away, the pandemic’s

economic impact became clear. This was

particularly evident in China, which plays a

critical role in global dairy markets as the

world’s largest importer, New Zealand’s

largest trading partner, and the largest

export market for Synlait’s customers.

The easing of COVID-19 restrictions has had

a dramatic impact in China. A Government

push for food security and safety means

China has invested significantly in domestic

dairy production driven by favourable policy

change. This is evident in two places on-

farm: since 2015 the percentage of Chinese

dairy herds with more than 1,000 heads

increased 20% to 44% as local consumers

demanded high-quality premium milk.

Secondly, milk production has also tripled

over the last 20 years to approximately

39.3m metric tons in 2022. Substantial

capital investment in local manufacturing

assets has created a robust domestic dairy

industry, and the insular nature of COVID-19

played to this.1

Chinese birth rates fell 10% in 2022²,

property prices weakened, and youth

unemployment rose. Consumer habits

have also evolved as support for made-

in-China products has grown across many

industries. For example, the Chinese infant

formula industry was previously boosted by

high-paying consumers favouring global,

westernised brands. The made-in-China

mentality and the re-registration of all infant

formula products required under China’s

new GB (food safety) legislation has flipped

CHAIR REVIEW

Simon Robertson

to diversify our products, markets, and

customers within the Advanced Nutrition

category. We are building out our portfolio

of opportunities for the medium term within

Southeast Asia and China, with related new

product development work focused on Adult

Nutrition.

Ensuring greater focus and execution in

Advanced Nutrition and Foodservice was

why, in June, we announced our intention

to divest Dairyworks and its Temuka assets.

A divestment will enable our team to focus

solely on growing the highest margin

segments of our value-add, B2B Advanced

Nutrition and Foodservice businesses,

where we already have world-class assets,

capacity, know-how, and most importantly,

partnerships with global customers such

as Savencia, Nestle, Danone, and The a2

Milk Company, to deliver products for their

consumers. China remains a key market

for several of these customers and the

access we have secured via our State

Administration for Market Regulation (SAMR)

re-registration this year is clear proof of

our success and access in this market and

category. Synlait has retained its China

market access as the industry consolidates,

a clear endorsement of the quality of the

products we manufacture.

Creating a high performing team

On behalf of the Board, I want to

acknowledge the leadership of Grant

Watson, our CEO, who has been in the

role for 18 months. Grant is placing greater

importance on our team’s delivery and its

alignment with strategy. He is laser-focused

on ensuring everyone from a Red Line

Cleaner or a Process Technician to a Head of

a department or Executive Leadership Team

(ELT) member understands our strategy and

the role they play in delivering it.

1

Huang, China Dairy Outlook Through 2023, 4.

2

Statista, “Number of births per year in China from 2012 to 2022.”

PAGE 09 & 10ANNUAL REPORT 2023

The ELT has transformed over the last 12
months, with Grant building a high-quality

team alongside Adam Maxwell, Rob Stowell,

Suzan Horst, and Tim Carter, who have been

part of Synlait for some time. The capability

and culture of the ELT have significantly

lifted with Abby Ye, Cathy Gamlen, Charles

Fergusson, Glenn Laing, Naiche Nogueira

and Paul Mallard joining us (see page 30 for

more information).

I would also like to acknowledge the

changes around our Board table. We

farewelled independent Director Sam

Knowles at the Annual Meeting, who retired

by rotation. Sam joined Synlait just before

our NZX listing in 2013. Thank you to Sam

for his invaluable contribution to Synlait’s

strategic direction and growth during this

time. Paul Washer replaced Sam and has

been a great addition to our team, taking on

the Audit & Risk Committee Chair role. We

are seeing the benefits of Paul’s significant

listed company and industry experience.

Our largest shareholder, Bright Dairy, also

changed their Board appointed Directors

earlier this calendar year, with Liu Ruibing

(Ryan), the CFO of Bright Dairy, and Zhu Yi

(Julia), the Vice President of Bright Dairy,

replacing Min Chen (Joyce) and Gui Min

(Gracie). Julia and Ryan bring significant

finance, corporate management, and

strategic planning experience, strengthening

our governance.

Thank you to the Board and ELT for your

contribution and ongoing energy to

Synlait during a challenging 12 months.

Your endless passion for our business is

energising.

What it means to be a B Corp™

As I mentioned in my last shareholder

letter, I strongly believe in Synlait’s purpose,

Doing Milk Differently For A Healthier

World. It has shaped who we are, what

we stand for, and what we do. From day

one, Synlait has been a catalyst for change

in our industry and becoming a B Corp™

committed us to balancing people, planet,

and profit.

In 2021, B Corp™ announced that a

company’s constitution must include a

B Corp™ purpose statement and stakeholder

clause. Adopting the requirement is

committing to a higher standard of

accountability in our decisions and signals

to our stakeholders that our purpose is core

to Synlait. We have also found our

B Corp™ status a highly effective way of

connecting our people to our purpose. At

our Annual Meeting in December, the Board

will request your support to endorse this

constitutional change.

The B Corp™ value set has been part of

Synlait for many years, with sustainability

being a key focus around our board table,

board committees and represented in our

ELT. We are already leading in this space,

and the values are consistent with our

strategic ambitions to create high-value

nutritional solutions in our Advanced

Nutrition and Foodservice businesses.

Today’s consumers have high expectations

of how we should care for our community,

and we must deliver on this. I look forward

to sharing more information with you in our

Notice of Meeting and hope we can count

on your support.

Thank You

Finally, thanks to our farmer suppliers and

staff. The New Zealand dairy industry is

facing tougher times. Without the support of

each of these groups, we cannot produce

high-quality and safe products for our

global customers. Thank you for your

commitment, passion, and loyalty to Synlait.

The Board acknowledges that our current

financial and share price performance is

unacceptable. A reality of the Synlait story

in the short term is that we are a highly

leveraged business. If we do not right-

size our balance sheet to the size of our

business, we will not have the freedom

to accelerate on near and medium term

opportunities at the pace our customers,

and their consumers, demand.

I want to reassure you that the news we

received from The a2 Milk Company last

week about the purported cancellation of

the exclusivity arrangements under the

Nutritional Powders Manufacturing and

Supply Agreement (NPMSA) for the a2

Platinum® and other nutritional products is

not expected to impact our FY 24 results.

Synlait disputes that The a2 Milk Company

has the right to cancel the exclusivity

arrangements. Our complete response to

The a2 Milk Company is in the Investor

Presentation which was released with this

Annual Report.

The Board’s priority is to support Grant and

his team. We have a clear plan in place and

an extremely capable leadership team to

ensure we deliver stronger execution. We

are committed to creating a more focused

Synlait, for you, our shareholders. Thank

you for your support.

Regards

Simon Roberston

Chair

PAGE 11 & 12ANNUAL REPORT 2023

Sam Taylor, Reddecliffe Farm, Beautiful Valley, Canterbury.
PAGE 13 & 14ANNUAL REPORT 2023

Tēnā koutou shareholders
It was an extremely challenging year for

Synlait. We delivered a poor financial

result with an adjusted total net profit after

tax (NPAT) of $2.5 million (adjusted total

EBITDA of $95.6 million). Various factors

contributed to our financial performance,

including material reductions in customer

demand, CO2 shortages, extreme

weather events, the COVID-19 pandemic,

inflationary and significant costs associated

with the launch and stabilisation of our

enterprise resource planning (ERP) system.

Some factors were outside our control, and

others were within our control.

A complete summary of our financial

performance is available in the Investor

Presentation released with this Annual

Report.

Despite the challenges, our team delivered

a number of significant successes, putting

us into a much stronger position for the

year ahead. These successes, detailed

further on page 21, include achieving

the State Administration for Market

Regulation re-registration, which secures

our China market infant formula access

for The a2 Milk Company through until

September 2027, establishing the Synlait

Farmer Leadership Team, the launching of

functional foodservice cream (Joyhana) in

China, and taking our Executive Leadership

Team (ELT) through a phase of renewal.

Our Ingredients and Dairyworks businesses

also delivered strong financial results.

Laying the foundations for FY 24

and beyond

Our Chair, Simon Robertson spoke to

further challenging times ahead in the

short to medium term. We face difficult

market dynamics in China, softening global

economies more generally, and inflationary

pressures across our cost base.

To ensure Synlait can navigate its way

through this, we are highly focused on

driving the quality of our execution. As we

move forward, it is critical that our strategy

is more focused and that our resource base

is appropriately aligned to deliver against

our plan.

Our ELT and Board were actively involved

with our strategy refresh during the year.

As a part of this, we made the decision

to double down on our value-add B2B

businesses, Advanced Nutrition and

Foodservice, where we have a clear

competitive advantage and right to win.

We also announced our intention to divest

our Dairyworks business and associated

Temuka assets.

We are creating a more focused Synlait.

Our five-year strategy is on the next page

and includes seven sections. It is designed

to be a simple story that sets out our

ambitions and focus areas for Synlait during

the coming years. The key components of

each section are summarised.

FY 24 – focusing on the basics

and rebuilding momentum

It was pleasing to announce the successful

completion of our planned bank refinancing

last week. Our banking group remains

supportive, and we are pleased to welcome

the Bank of China, China Construction

Bank, HSBC, and Rabobank to the

syndicate alongside ANZ.

We also responded to The a2 Milk

Company’s announcement last week and

confirmed we had received notice from

The a2 Milk Company purporting to cancel

the exclusivity arrangements under the

Nutritional Powders Manufacturing and

Supply Agreement (NPMSA) for the a2

Platinum® and other nutritional products.

Synlait disputes that The a2 Milk Company

has the right to cancel the exclusivity

arrangements. The dispute resolution

process involves a 20-business day period

of good faith negotiation between Synlait

and The a2 Milk Company, followed by

arbitration (if not resolved). This is not

expected to impact our FY 24 results. Our

complete response to The a2 Milk Company

is in the Investor Presentation, which was

released with this Annual Report. We will

keep you updated on progress.

Thank you to our shareholders, staff, farmer

suppliers, and customers for your support

and loyalty during an extremely challenging

year. As an ELT and Board, we are excited

by the opportunities ahead and will continue

to tackle a range of challenges as we focus

on the basics and actively rebuild our

momentum. Our team are highly focused

on lifting our performance and returning to

profitability as we look ahead to a new and

exciting era in our company’s history.

Nāku noa, nā

Grant Watson

CEO

CEO REVIEW

Grant Watson

PAGE 15 & 16ANNUAL REPORT 2023

SYNLAIT STRATEGY FY 24 – FY 28
CATEGORIES

PRODUCTS

CHANNELS

BUSINESS TYPES

Advanced

Nutrition

Foodservice

Ingredients

RIGHT TO PLAY

STRONG FOUNDATIONS

AMBITION

TO FY 28

B Corp™

Score of 105

Farmer Net

Promoter Score

Top Quartile

IWS Level 2

Customer Net

Promoter Score

Top Quartile

Staff Engagement

Top Quartile

Return on

Capital 15%

Food Safety

and Quality

Regulatory

Know-How

Highly Utilised,

Efficient Plants

Advanced Nutrition

and Foodservice

Know-How

Integrated

Value Chain

Sustainability

Credentials

Infant

Nutrition

Adult

Nutrition

Commodity

Powders

Advanced

Ingredients

Foodservice

Cream

AMF and Butter

(TBC)

Cream Cheese

(TBC)

Ambition is what Synlait’s success looks like in five years.

There are three metrics relating to farmer, staff, and

customer engagement, along with precise operations,

financial, and sustainability metrics.

Right to Play is Synlait’s core capability; some might refer to

this as our tickets to the game.

• Food Safety and Quality – meeting high-quality

standards is non-negotiable. We must meet

accreditation standards in New Zealand and each

country we export to.

• Highly Utilised and Efficient Plants – our modern

assets must run efficiently and effectively to achieve

an acceptable (or better) return on capital (one of our

ambitions).

• Advanced Nutrition and Foodservice Know-How –

we are experts in these channels across all areas of

Synlait, from manufacturing and product innovation to

customer relationships.

• Integrated Value Chain – our supply chain must be

strong from farm to customer.

• Regulatory Know-How – we understand and align

to regulations in New Zealand and the countries we

export to.

• Sustainability Credentials – our B Corp™ accreditation

demonstrates our commitment to strong sustainability

credentials in all that we do.

Channels (or business units) are the

areas Synlait is focusing its efforts.

• Advanced Nutrition –

formulated powers in bulk

or consumer-ready format,

formulated beverages, and

speciality nutritional ingredients

that our customers sell to

consumers.

• Foodservice – products such as

functional UHT cream are sold

to customers who turn them into

finished products for out-of-

home consumption at bakeries,

cafes, beverage chains, etc.

• Ingredients – bulk milk powder

and other bulk products sold to

manufacturers, who use them in

a range of applications.

Categories are the products Synlait manufactures within its channels

(business units).

• Infant and Adult Nutrition – infant formula, paediatric or adult nutrition

products.

• Advanced Ingredients – lactoferrin products.

• Foodservice Cream – UHT cream.

• Butter and Cream Cheese are TBC. These opportunities are currently being

considered.

• Commodity Powders – whole milk powder, skim milk powder, etc.

PAGE 17 & 18ANNUAL REPORT 2023

SYNLAIT STRATEGY FY 24 – FY 28 (CONTINUED)
KEY ENABLERS

OF EXECUTION

GEOGRAPHIES

GROWTH MARKETS

Singapore

Malaysia

Thailand

New Zealand

Australia

Greater China

Philippines

Vietnam

Indonesia

RIGHT TO WIN

COMPETITIVE ADVANTAGE MODELS

Right to Win is how Synlait differentiates itself from its competitors. We must have an operating model with our farmer suppliers

and customers that sets us apart from our competitors.

PURPOSE

AND CULTURE

MADE WITH

BETTER MILK

COMPETITIVE, TRANSPARENT

FARMGATE MILK PRICE

FAVOURABLE

ADVANCE RATE

AND NO SHARES

DIGITAL TOOLS

AND ON-FARM

SUPPORT

INDUSTRY AND

COMMUNITY

ENGAGEMENT

SPECIALTY

MILK PREMIUMS

LEAD WITH

PRIDE™

1

5

3

7

2

6

4

8

FARMER SUPPLIERS

PURPOSE

AND CULTURE

FOOD SAFETY, QUALITY,

TRACEABILITY AND SURETY OF SUPPLY

NEW ZEALAND

PROVENANCE AND

MARKET ACCESS

BASIC

PRODUCT

PORTFOLIO

ADVANCED

PRODUCT

PORTFOLIO

FLEXIBLE WORLD CLASS

MANUFACTURING FACILITIES

1

5

3

2

4

9

B CORP™ AND

MADE WITH

BETTER MILK

8

DEEP CHANNEL

EXPERTISE

7

CUSTOMERS

BEST IN CLASS

CUSTOMER ENGAGEMENT

6

On-Farm

Excellence

Systems, Tools

and Processes

Best In Class

Customer

Engagement

Disciplined

Product

Innovation

High

Performance

Culture

World Class

Manufacturing

and Supply Chain

Geographies are countries and regions where Synlait

invests resources. These include New Zealand, Australia,

China and selected Southeast Asian markets.

On-Farm Excellence

• Farmer Supplier Cashflow

and Payment System

• Sustainability Enabled via

Lead With Pride™

• Digital Tools and User Experience

• Industry and Community

Engagement

• Farmer Communications and

Engagement

Best In Class

Customer Engagement

• Deep Market Expertise

• Deep Customer Expertise

• Tailored Value Propositions

and Solution Offerings

• Joint Business Planning and

Customer Satisfaction Measurement

• Sales, Pricing, and Customer

Service Capability

• Digital Solutions

Disciplined Product Innovation

• New Product Development (NPD)/

New Technology Development

(NTD) for Advanced Nutrition

• NPD/NTD for Advanced Ingredients

• NPD/NTD for Foodservice/Liquids

• NPD for Ingredients

• Development of Subject Matter

Expertise

• Disciplined Innovation Processes

High Performance Culture

• Synlait Safe (Health, Safety

and Wellbeing)

• Leadership

• Talent and Succession

• Capability and Development

• Reward and Recognition

• Employee Value Proposition

Key Enablers are focus areas across Synlait to ensure we execute with excellence. Our six focus areas are:

Systems, Tools and Processes

• SAP

• Integrated Business Planning

• Business Performance Information

• Strategic Planning, Accountability

and Execution

• Information Services Strategy

and Roadmap

World Class Manufacturing

and Supply Chain

• Food Safety, Quality, Regulatory

and Laboratory

• Integrated Work Systems

• Procurement and Logistics

• Asset Care Strategy

• 10 Year Asset Masterplan

PAGE 19 & 20ANNUAL REPORT 2023

Our success
Synlait launched its internal health and safety initiative

called ‘Synlait Safe’ in November. Designed to inspire staff

to make a meaningful commitment to safety, it focused

on the reason staff want to be safe at work, to get home

safely. Activations, competitions, communications, training,

motivational speakers and mailouts prompt conversations

about the importance of safety.

The impact

Our goal is to Work Safe | Home Safely. By integrating

critical elements of our cognitive behavioural safety

programme (Synlait Safe mindsets), we have achieved a

clear shift in mindset and culture across our workforce.

Since launching Synlait Safe, we have seen our TRIFR

reduce by >30%. It is sitting at 10.6 (FY 22: 14.9). We will

continue working to reach our goal of having no injuries.

SYNLAIT SAFE IS BECOMING

‘HOW WE DO THINGS AT SYNLAIT’

2

Total Recordable Injury Frequency

Rate (TRIFR) has reduced to

10.6

We’re regularly talking

and thinking about our

PB5s

WE ACHIEVED SAMR

RE-REGISTRATION!

1

* PB5: Synlait Safe creates a clear and collective view of our health and safety performance, setting a standard to ensure we all go home to our Personal Big 5 (what and who we

are staying safe for), which we call our PB5.

Our success

Synlait achieved re-registration of The a2 Milk Company’s

Chinese labelled 至初® Infant Formula (stages one, two

and three). Re-registration was a key priority for us this

year, and we were notified of the successful registration

by the State Administration for Market Regulation in

June 2023.

The impact

Re-registration allows Synlait to manufacture and export

this product for the China market until September 2027. It

is pivotal for the ongoing success of the manufacturing and

supply agreement that Synlait and The a2 Milk Company

have. Over the last three years, the project involved Synlait

and The a2 Milk Company team members.

The last financial year was challenging for many, and Synlait

also felt the impact. Here are the ten successes we are proud of

and celebrated at Synlait Day, our staff conference held in June,

which helped us make significant progress in key strategic areas.

TO CELEBRATE

10

SUCCESSES

PAGE 21 & 22ANNUAL REPORT 2023

Our success
We measure the level of employee engagement regularly

across all team members. This is part of our activity to

ensure Synlait continues to be a great place to work.

We have seen a strong lift in our overall employee

engagement ratio, which has increased throughout

the year to 5.7:1 (5.7 engaged people for each actively

disengaged employee) (FY 22: 5.67:1).

Our success

We were thrilled to see our Joyhana UHT Whipping

Cream win the ‘New Product Innovation Award’ at May’s

prestigious China International Bakery Exhibition. The

recognition comes just months after Joyhana was launched

alongside our local partner, Sinodis, in China.

The impact

Across the year, our engagement score has held

consistently between 4.03 to 4.05 (FY 22: 4.05).

The engagement and enthusiasm of Synlait’s people are

key to our future success.

The impact

Joyhana has been extremely well received at local launch

events held across China. We continue to see strong and

increasing demand for the product due to its superior

functional performance and unique properties.

ENGAGEMENT LIFTED

JOYHANA UHT WHIPPING CREAM LAUNCHED

AND WON AN INNOVATION AWARD

64

Employee engagement

ratio increased to

5.7:1

Our engagement

score is currently

4.05

OUR NEW ENTERPRISE RESOURCE

PLANNING SYSTEM WENT LIVE!

5

Our success

We officially switched on our new Enterprise Resource

Planning system on 1 August 2023. Implementing this

software impacted every aspect of our systems and

processes for the better.

The impact

We have over 250 people using the new ERP system

daily, and we are beginning to see the benefits of what a

modern, organisation-wide system like this can bring to

Synlait. Introducing the new ERP system was challenging

but well-supported by our entire team. We have learned

plenty about our internal processes and how to use the

platform through data-driven decision-making.

8

Committed Farmer

Suppliers in team

SYNLAIT FARMER LEADERSHIP

TEAM ESTABLISHED

3

Our success

Synlait established a Farmer Leadership Team of eight

farmer suppliers. These eight farmers are a conduit

between Synlait and our farmer supplier base. The team

provides feedback and direction on Synlait’s strategic

choices and prioritisation of tactics.

The impact

Synlait has regularly connected with the group, and

we have hosted them at each site throughout the year.

Constructive challenge and healthy tension will always be

welcome around this table. By leveraging this team, Synlait

and our farmer supplier base will collectively become

stronger.

PAGE 23 & 24ANNUAL REPORT 2023

60,000
Trees planted this

calendar year

Our success

Since Synlait announced its sustainability strategy in 2018,

we have continued to work towards our goal for our net

business impact to be positive for the planet with our

restorative and regenerative agriculture, manufacturing,

and supply chain processes.

The impact

Being listed on the NZX has significantly lifted our profile

and provided the opportunity for market credibility and

access to raise capital funds to support the company as we

have expanded over the last decade.

The impact

We transitioned Boiler Two at Synlait Dunsandel to use

biomass (wood pellets) as a fuel, enabling a significant

emissions reduction step over time. We have also

progressed with our commitment to planting native trees

through Whakapuāwai, with 60,000 trees to be planted in

the 2023 calendar year.

WE CELEBRATED 10 YEARS LISTED ON NZX

OUR JOURNEY TO NET POSITIVE

FOR THE PLANET IS PROGRESSING

10

8

Boiler 2 transitioned to biomass (wood

pellets) as a fuel source, reducing Synlait

Dunsandel site emissions by approximately

40%

21,194

Metric tonnes of

product shipped

188

Trucks loaded

with 1,186 TEU

19,143

Metric tonnes of

ingredients invoiced

MAY WAS AN AMAYZING

RECORD MONTH!

9

Our success

While the year began with some challenges, the

production and release of product generated strong

momentum in the second half of our financial year

when we achieved a record month in May 2023. During

the month, we had 188 loaded trucks leave our Synlait

Dunsandel site and shipped over 21,000 MT of product.

The impact

The previous record was 16,000 MT. Our ability to hit this

new record was due to the incredible effort of every team

member involved in the process.

Our success

We were pleased to celebrate 10 years of being listed

on the New Zealand Stock Exchange (NZX) in June.

Having Synlait listed as a public company in 2013 was

a key milestone for the company as we were becoming

established as a disruptive industry leader, and it was

important to acknowledge this milestone.

PALMERSTON NORTH

CELEBRATED FIVE YEARS

7

Our success

Synlait has a talented group of 20 research-focused team

members, with 17 working at our Palmerston North office.

The Palmerston North team work on a shared site at

Massey University, selected so we could collaborate on

cutting-edge liquids research. We celebrated five years at

the site in March.

The impact

The celebration allowed us to acknowledge the growth

we have seen, the excellent work produced by this

innovative team, and the incredible contribution they

make to Synlait. The team’s innovations have included

commissioning a UHT pilot plant, commercialising

Joyhana and several consumer beverages, and filing an

Advanced Nutrition patent.

PAGE 25 & 26ANNUAL REPORT 2023

We bring our farmer suppliers together at an annual winter event designed to
update them about what is happening at Synlait and celebrate their successes

at the Dairy Honours Awards. Congratulations to our 2023 award winners!

FARMER SUPPLIER CONFERENCES

AND DAIRY HONOURS AWARDS

DOING MILK

DIFFERENTLY AWARD

BP Dolan Farms Ltd

FOR A HEALTHIER

WORLD AWARD

Dewhirst Land Company

KOTAHITANGA

AWARD

Jersey Oaks Ltd

QUALITY BY

DESIGN AWARD

Align Farms Ltd (Sam Mallard pictured)

DairyHonours

SUPREME LEAD

WITH PRIDE™ AWARD

North Island: Torrens Land Ltd

South Island: K & T Pastoral for

Mt Hutt Dairies Ltd

BEST MILK

QUALITY AWARD

North Island: Green Grass (2003) Ltd

South Island: Lieuwes Abbott Ltd

BEST MILK

QUALITY AWARD

WEIGHTED BY FARM SIZE

South Island: Ngāi Tahu Farming Ltd –

Waimakariri

GREENHOUSE

GAS AWARD

North Island: S and J Brighouse Ltd

South Island: Mount Rivers Ltd for

Mount Rivers Holdings

LOWEST SOMATIC

CELL COUNT AWARD

North Island: Maharee Farms Ltd

South Island: Lieuwes Abbott Ltd

SYNLAIT SAFE

AWARD

North Island: Landcorp Pamu

South Island: Partners in Cream Ltd

for Ngāi Tahu Farming Ltd – Timutimu

Sam Mallard, Align Farms, Farm Manager.

PAGE 27 & 28ANNUAL REPORT 2023

OUR EXECUTIVE LEADERSHIP TEAMOUR BOARD
Naiche Nogueira

Director of Advanced Nutrition

Dr. Suzan Horst

Director of Quality,

Regulatory and Laboratory

Charles Fergusson

Director of On-Farm Excellence

and Business Sustainability

Glenn Laing¹

Director of Manufacturing

Cathy Gamlen²

Director of People and Culture

Paul Mallard

Chief Operating Officer

Abby Ye

President China and

Director of Foodservice

Tim Carter

CEO Dairyworks and

Director of Consumer

Adam Maxwell

Director of Ingredients

Grant Watson

Chief Executive Officer

Rob Stowell

Chief Financial Officer

Zhu Yi (Julia)

Bright Dairy Appointed Director

Paul Washer

Independent Director

Dr. John Penno

Board Appointed Director

Simon Robertson

Independent Chair

Liu Ruibing (Ryan)

Bright Dairy Appointed Director

Paul McGilvary

Independent Director

Hon Ruth Richardson

Bright Dairy Appointed Director

Sihang Yang (Edward)

Bright Dairy Appointed Director

1

Glenn was appointed Acting Director of Manufacturing in March 2023 and permanently appointed to the role in August 2023.

2

Cathy was appointed Director of People and Culture in April 2023 and joined the Synlait team in August 2023.

PAGE 29 & 30ANNUAL REPORT 2023

Sam Mallard, Align Farms Farm Manager,
Heather Donaldson, DairyNZ and Ang Wafer,

Synlait Area Manager.

PAGE 31 & 32ANNUAL REPORT 2023

CFO REVIEW
Rob Stowell

Kia ora shareholders

Below is a detailed summary of Synlait’s

financial result for the 12 months

ended 31 July 2023. In this CFO review

Synlait’s performance is detailed under

our four business units which are:

Advanced Nutrition

Advanced Nutrition volumes fell 5% to 31,971 MT driven by reductions and deferrals of demand. Advanced Nutrition

gross profit per MT decreased significantly to $1,782/MT due to rapid increases in raw materials and manufacturing

costs in the period. Significantly higher than normal inventory write-downs and provisions also impacted margin,

triggering an increased focus on ensuring operational stability. Net production increased 26% to 39,159 MT, driven by

higher base powder manufacture, as we managed volatility in demand in Q4 and positioned ourselves to maximise

processing of raw milk heading into the FY 24 peak milk season.

Our lactoferrin business continues to perform well. Lactoferrin sales decreased 19% to 30 MT, driven by increased

internal consumption to meet customer requirements. Production was in line with expectations.

IngredientsAdvanced

Nutrition

ConsumerFoodserviceTotal

FY 23

Sales Volume (MT)108,85631,97156,999757198,583

Gross Profit ($ millions)54.657.029.0(0.2)140.4

Gross Profit/MT5011,782508(313)707

FY 22

Sales Volume (MT)132,48133,50659,786-225,773

Gross Profit ($ millions)57.573.821.3-152.6

Gross Profit/MT4342,203357-676

% Change

Sales Volume (MT)(18%)(5%)(5%)-(12%)

Gross Profit ($ millions)(5%)(23%)36%-(8%)

Gross Profit/MT16%(19%)42%-5%

Gross profit by business unit

1

FINANCIAL PERFORMANCE

Sales and gross profit performance

Total revenues, including Dairyworks, of $1,603.6 million were down $57.0 million or 3% driven by lower ingredient

commodity prices and reduced sales volumes. Total sales volumes of 198,583 MT were 12% lower than FY 22 due

to higher Advanced Nutrition base powder manufacture which displaced Ingredients production, as well as FY 22

enjoying the benefit of high carryover inventory from FY 21 due to the COVID-19 pandemic. Unforeseen reductions and

deferrals of consumer-packaged Advanced Nutrition demand resulted in sales volumes ending well below expectations.

Production output was also impacted by operational stability issues and adverse weather conditions.

1 Gross profit not attributable to business units is not included.

Whole milk powder, skim milk powder,

anhydrous milk fat, and butter milk

powder.

INGREDIENTS

Consumer-packed nutritional

products, infant formula base powder,

and lactoferrin.

ADVANCED

NUTRITION

UHT cream.

FOODSERVICE

Fresh milk, cream, ready to drink

beverages, and Dairyworks (cheese

and butter).

CONSUMER

PAGE 33 & 34ANNUAL REPORT 2023

Ingredients
Despite not having the same level of FX benefit as in FY 22, margin performance was excellent with the team executing

well on aligning production and sales mix to the SMP/AMF lead bucket. This resulted in margin on a per MT basis

improving 16% to $501/MT.

Ingredients sales were 18% lower at 108,856 MT as higher production of Advanced Nutritional base powders reduced

our ability to process raw milk through our dryers. Sales were also impacted by FY 23 having significantly less carry-over

inventory compared to FY 22 which saw the deferral of sales from FY 21 into FY 22 because of the COVID-19 pandemic.

The impact of lower sales volumes largely offset the benefits of aligning to the lead bucket. This resulted in total gross

margin decreasing by $2.9 million.

After record-high ingredient inventory levels at H1 23 due to ERP implementation challenges, closing inventory finished

down 35% year-on-year, thanks to the excellent efforts of our warehouse and logistics teams.

Consumer Foods

Sales volumes decreased 2,787 MT to 56,999 MT as Dairyworks sold less butter due to a tight butter market. Gross

profit on a per MT basis increased 42% to $508/MT because of the Temuka cheese plant being idled for the full year,

efficiencies gained from the first full year of Dairyworks’ cool store operations, and the impact of pricing lag and lower

overhead costs.

In June we announced our intention to divest Dairyworks and its Temuka assets. While Dairyworks has performed well,

we do not believe it aligns to our strategy and we would need to invest significant capital to take Dairyworks to the next

level. We believe that focus should instead be placed on our Advanced Nutrition and Foodservice (UHT cream) business

units where we have a clear right to win.

Foodservice (UHT cream)

During the year we successfully commercialised our JOYHANA branded UHT cream, which is the product of a

partnership with the international dairy company, SAVENCIA Group. Margin attainment was approximately ($0.2 million)

on sales of 757 MT. We expect this to improve significantly moving into FY 24 and beyond as we ramp up volumes.

Market feedback has been positive, and we are excited about the potential that this new segment holds for us moving

forward.

Milk price and milk supply

Raw milk remains our most significant component of cost of goods sold.

Our final base milk price for the 2022/23 season is $8.22 per kgMS, compared to the 2021/22 base milk price of $9.30

per kgMS. We paid an additional $0.27 per kgMS in incentive and premium payments through a2, Lead With Pride™ and

winter milk payments, increasing the average total milk price to $8.49 per kgMS, compared with $9.59 per kgMS in

2021/22. Our contracted suppliers received a total of $22.9 million in additional value-added premiums in the 2022/23

season, compared to $23.8 million in 2021/22.

We received 83.9 million kgMS from our contracted suppliers, 0.9 million kgMS more than FY 22. Six additional

contracted suppliers contributed to the year-on-year upside; however, this was partially offset by a second consecutive

season of unfavourable weather conditions impacting yields. We sold (net) 7.9 million kgMS over the season, resulting

in an overall 4%, or 2.9 million kgMS, decrease in milk processed in FY 23. Additional contractual milk sales in the North

Island, unexpected plant outages and rephasing of infant base powder production related to the SAMR re-registration led

to increased milk sales in FY 23.

Average reference commodity prices started the 2022/23 season well above historic levels, but they fell steadily across

the season due to weakening Chinese demand and recovering global supplies. The reference basket price fell to

USD$3,640, a 13% decrease vs the 2021/22 season. This decrease is the key contributor to the $1.08 per kgMS decrease

in the average base milk price paid to our suppliers in 2022/23.

Operating expenditure

Selling, general, and administrative (SG&A) expenses including Dairyworks increased $37.0 million to $129.3 million.

Outside of ERP related costs, the most significant drivers were employee costs ($9.8 million), consultancy and legal costs

($4.2 million), distribution costs ($1.9 million), and travel costs ($1.6 million).

Employee and contractor costs increased as we saw significant wage inflation and increased headcount in anticipation of

higher Advanced Nutrition demand, which did not all materialise due to reductions and deferrals of demand. Employee

and contractor costs were also impacted by reduced capitalisation of labour costs as we wrapped up significant projects,

saw the renewal of our executive team, and invested significantly in health and safety. Consultancy and legal costs

increased as we revisited our capital structure, amended our banking facilities, engaged in a significant contract dispute,

and commenced the process of divesting of Dairyworks. Travel costs increased as borders reopened, our business

development teams recommenced travel to key markets, and we approached commissioning of our recent Pokeno

processing upgrade project.

During the year we incurred $17.4 million of costs in connection with our ERP implementation. $6.8 million of this was

incurred during the stabilisation period of the implementation, with an additional $10.6 million of recurring annual costs

(including $6.1 million of depreciation). Costs at Dairyworks were also up $1.7 million driven by the across-the-board

impacts of inflation.

Cost reductions are one of our key priorities as we head into FY 24.

FINANCIAL PERFORMANCE (CONTINUED)

PAGE 35 & 36ANNUAL REPORT 2023

Net financing costs
Net financing costs including Dairyworks increased $17.3 million or 82.4% to $38.3 million. The increase is primarily due

to a significant increase in wholesale interest rates and higher working capital requirements because of implementation

issues with our new ERP system.

Capitalised interest is $1.0 million higher than the prior year with higher interest rates and completion of work on the

Pokeno processing upgrade project. The loss on derecognition of financial assets, the financing cost associated with our

receivables financing programme, also increased due to an increase in wholesale interest rates. Further, interest on lease

liabilities including Dairyworks increased $0.9 million due to entering a new warehouse lease in Auckland to service

increased out-turn Advanced Nutrition demand.

$ million (including Dairyworks)FY 23FY 22¹

Profit before tax(7.3)44.1

Add back: net financing costs38.321.0

EBIT31.065.1

Add back: depreciation and impairment59.766.5

EBITDA90.7131.6

$ millionFY 23FY 22Change

Gross term debt interest*(19.1)(16.6)(2.5)

Less capitalised interest6.65.61.0

Net term funding interest(12.5)(11.0)(1.5)

Working capital and revolving credit interest(15.4)(4.2)(11.2)

Interest received0.30.20.1

Loss on derecognition of financial assets(5.8)(2.3)(3.5)

Net short-term funding interest(20.9)(6.3)(14.6)

Interest on lease liabilities(1.4)(0.7)(0.7)

Synlait finance expense(34.8)(18.0)(16.8)

Dairyworks finance costs(3.5)(3.0)(0.5)

Net finance costs(38.3)(21.0)(17.3)

EBITDA

Earnings before interest, tax, depreciation, and amortisation (EBITDA) including Dairyworks decreased $40.9 million to

$90.7 million.

Foreign exchange

Management of foreign exchange exposure is one of Synlait’s key risks with many product sales being to overseas

markets, creating a primarily USD exposure risk. Our foreign exchange policy seeks to achieve the lowest annual average

New Zealand Dollar (NZD)/USD exchange rate for the year. In FY 23 we achieved a net annual average NZD/USD export

exchange rate of 0.6446 (FY 22: 0.6732).

Earnings per share and return on capital employed

Our reported basic and diluted earnings per share (EPS) including Dairyworks were both (1.96) cents, against basic EPS of

17.62 cents and diluted EPS of 17.58 cents in FY 22. The dilutive shares are basic EPS adjusted for contingently issuable

shares in accordance with the Employee Share Scheme. Synlait also generated a pre-tax return on average capital

employed of 2.7% in FY 23 compared with 5.6% in FY 22.

FINANCIAL PERFORMANCE (CONTINUED)

* Gross term debt interest includes revolving credit facilities, which are categorised as current debt in the financial

statements.

1 FY 22 EBITDA has been restated for a reclassification of research and development tax incentive income from tax to

other income

PAGE 37 & 38ANNUAL REPORT 2023

We also incurred significant cost of $19.8 million in relation to inventory write-downs and provisions for manufacturing
and quality issues – a disappointing $16.2 million increase over the prior year. We consider this level of write-downs to be

unacceptable and are working diligently to ensure that this does not repeat in FY 24.

FY 23FY 22

$ millionMT$ millionMT

Synlait Milk Limited250.336,026*192.332,762*

Dairyworks Limited52.26,705*40.74,576*

Total302.542,731233.037,338

* Inventory not measured in metric tonnes is excluded as not material to our volumes.

Property, plant and equipment

Property, plant, and equipment including Dairyworks at $1,018.6 million, is up $2.7 million. The increase is a

consequence of total capital expenditure of $49.4 million, depreciation of $46.1 million, and net disposals of $0.6

million. The capital expenditure of $49.4 million primarily relates to routine operational capex and the Synlait Pokeno

processing modifications project which was mostly commissioned in July 2023.

Trade and other payables

Trade and other payables including Dairyworks at $323.6 million are up $0.5 million.

Operating cash flows and total net debt

Operating cash flows including Dairyworks were at $39.0 million, down $193.9 million on prior year. The decrease in

cash flow is attributed to the decrease in profitability year-on-year and an increase in inventory. FY 22 operating cash

flows were also significantly higher due to the impact of carry-over inventory from COVID-19 related delays in FY 21.

Total net debt (excluding lease liabilities) at year end, including current and term debt facilities less cash on hand, was

$413.5 million, an increase of $71.6 million.

FINANCIAL POSITION

Overview

Net debt increased $71.6 million, largely driven by increased finance costs and an increase in Advanced Nutritional

base powders to enable us to maximise raw milk processing through peak milk in FY 24.

Our reported net profit after tax loss of ($4.3 million) has decreased total retained earnings to $327.8 million from

$332.1 million. Total shareholders’ equity increased to $790.3 million because of the net movement in hedging reserves

exceeding profit after tax by $42.1 million.

We also successfully refinanced our banking facilities in September and welcomed four new banks into the banking

syndicate. This refinance will give us access to a broader range of services, more capacity, and significant savings. We

appreciate the continued support of our banking syndicate.

Trade and other receivables

At $92.8 million, trade and other receivables including Dairyworks increased by $3.7 million. The balance of receivables

assigned including Dairyworks as at 31 July 2023 was $160.4 million, a decrease of $15.2 million. During the year, two

new Nestle subsidiaries were added to the receivable’s assignment programme.

Inventories

Total inventory holdings including Dairyworks increased 30% to $302.5 million (FY 22: $232.9 million). This was driven

by a $62.4 million (7,503 MT) increase in Advanced Nutrition base powders which will enable us to maximise processing

of raw milk during the peak milk months in FY 24. Raw materials balances (including Dairyworks) decreased slightly

in tonnage by 3% to 17,240 MT, however, total value increased $20.2 million to $116.0 million reflecting higher landed

costs and a change in composition to accommodate production of Advanced Nutrition products. Dairyworks contributed

$11.5 million (1,831 MT) to the overall increase in inventories because of a change in phasing for maturation cheese

replenishment.

PAGE 39 & 40ANNUAL REPORT 2023

Cash outflow from investing activities totalled $61.9 million, a decrease of $3.7 million. A significant proportion of the
spend related to Synlait Pokeno and implementation of our new ERP system. Further, interest paid, and repayment of

lease liabilities totalled $48.7 million, up $18.6 million on prior year.

With net debt of $413.5 million, our gearing (net debt/net debt + equity) is 34.3% (FY 22: 30.0%) and our leverage

(net debt/EBITDA) is 4.6x (FY 22: 2.6x).

Derivatives

At 31 July 2023 Synlait Milk held USD $634.7 million (net), in foreign exchange contracts as detailed in note 19 of the

Financial Statements. These have been placed across a 24-month future period, in accordance with our Treasury Policy.

Additionally, Dairyworks held USD $3.3 million in import foreign exchange and AUD $5.1 million in export contracts.

Given the depreciation in the NZD/USD exchange rate across the last 24 months, we have mark to market unrealised

losses associated with these contracts at year-end of $3.4 million after tax, a movement of $46.1 million after tax. As our

foreign exchange contracts hedge against future USD receipts and payments, this unrealised loss is recognised in other

reserves in equity rather than through the income statement. The impact of these foreign exchange contracts will play

out in the periods in which they mature, and they will form part of our annual average NZD/USD exchange rate in those

periods.

We also have in place a nominal balance of $30.0 million of interest rate swap agreements at year-end (FY 22: $40.0

million) at various weighted average interest rates. The agreements have unrealised mark to market gains of $0.5 million

after tax, a positive movement of $0.7 million after tax on FY 22. The movement is a result of the increase in wholesale

interest rates.

We continue to use dairy commodity derivatives to support the management of the risk of movement in dairy commodity

prices. However, we had no dairy commodity derivatives on hand at balance date (FY 22: NZD $12.9 million).

Most unrealised gains and losses on derivatives detailed above are deferred to the cash flow hedge reserve. Year-on-

year there was a $46.4 million movement in the reserve, with a closing balance of ($49.3 million) in FY 22 to ($2.9 million)

in FY 23.

$ millionFY 23FY 22

Current debt243.758.9

Term debt (carrying amount)179.0295.6

Transaction costs 1.11.9

Cash on hand (including cash held by Dairyworks)(10.3)(14.5)

Total net debt (excluding lease liabilities) 413.5341.9

Funding facilities and covenants

After reporting date, the Group refinanced its syndicated banking facilities. The new funding arrangements are

summarised as follows:

1. Revolving credit facilities of $230 million. These facilities also step down over time with maturity dates between

31 July 2024 and 1 October 2025.

2. Working capital facility of $240 million, maturing 1 October 2024, together with a $10 million on-demand bilateral

facility. This facility is a seasonal facility where the facility limit changes at several times during the term of the facility.

Synlait is required to make a mandatory prepayment of at least $130 million by no later than 31 March 2024.

This is reflected in the above facility limits.

The lenders of Synlait’s new banking syndicate are ANZ Bank, Bank of China, China Construction Bank, HSBC,

and Rabobank.

Synlait has five key bank covenants in place within our new syndicated bank facility agreement. For FY 24, these are:

1. Total shareholder funds of no less than NZD $600.0 million at all times.

2. Working capital ratio of no less than 1.5x at all times.

3. Interest coverage ratio of no less than 2.25x.

4. Leverage ratio of no greater than 3.5x.

5. Senior leverage ratio no greater than 2.25x.

Kind regards

Robert Stowell

CFO

FINANCIAL POSITION (CONTINUED)

PAGE 41 & 42ANNUAL REPORT 2023

MILK PRICEFINANCIAL AND PERFORMANCE METRICS
2018/192019/202020/212021/222022/23

kgMS collected63,438,694 76,550,913 86,812,62482,865,66283,996,987

Average fat %14.914.904.904.934.98

Average protein %3.923.983.973.984.00

Average lactose %4.994.994.984.974.95

Volume of components collected (kg)

Fat 35,270,506 42,252,084 47,954,51545,849,21746,548,849

Protein28,168,188 34,298,829 38,858,10937,016,44437,448,139

Lactose35,894,766 42,977,611 48,760,98546,179,99346,348,501

Component value ($/kg)1

Fat $7.36$8.44$8.73$9.43$7.27

Protein$4.18$4.20$5.02$7.31$8.30

Lactose$1.53$1.67$1.68$2.32$1.87

Component value ratio

Fat 11111

Protein0.5670.4970.5750.7751.142

Lactose0.2080.1980.1930.2460.257

Total paid per component ($’000)

Fat $259,645$356,689$418,541$432,333$338,487

Protein$117,658$143,911$194,875$270,615$310,926

Lactose$54,988$71,819$82,137$107,204$86,698

Volume charge($26,283)($32,747)($40,118)($39,501)($45,656)

Average base milk price ($/kgMS)²$6.40$7.05$7.55$9.30$8.22

Total incentive payment ($’000)$11,531$19,250$23,518$23,802$22,929

Average incentive payment ($/kgMS)³$0.18$0.25$0.27$0.29$0.27

Total average Synlait payment ($/kgMS)⁴$6.58$7.30$7.82$9.59$8.49

This table shows how Synlait takes the milk supplied by our contracted farmer suppliers, values milk components,

and makes a pay-out via the average base milk price.

The 2022/23 milk price has not fully been paid out at the time of annual report release, figures represent what

has been paid and is accrued to be paid.

It also highlights the incentive payments made to our farmer suppliers in addition to the average base milk price.

This information represents payments made in the milk season which runs 1 June to 31 May as opposed to

Synlait’s financial year.

For the recently completed 2022/2023 milk season we paid out an average base milk price of $8.22 per kgMS

with an average additional incentive payment of $0.27 per kgMS.

1

Rounded to two decimal places.

2

Amount paid for components + volume charge/kgMS collected = base milk price.

3

Includes incentives and winter milk premiums.

4

Base milk price + average incentive payment.

Key Financial Metrics (includes results of Dairyworks which has been classified as a discontinued operation)

1

Currency as stated (in millions)FY 19FY 20FY 21FY 22FY 23

Income statement

Revenue 1,024.3 1,302.01,367.31,660.61,603.6

Gross profit 186.3 203.7 67.3146.8144.0

EBITDA

2 6

150.8 169.637.3131.590.7

EBIT

2 6

123.1 122.0(17.7)65.131.0

NPAT 81.2 74.3(28.5)38.5(4.3)

Revenue (USD per MT) 4,3844,4354,1624,9515,205

Gross profit per MT (NZD)1,1741,043308650725

EBIT per MT sold (NZD)

6

776625(81)288156

Net cash from/(used in) operating activities 136.7 103.815.9232.939.0

Balance sheet

Capital employed824.41,128.21,244.01,090.31,203.9

Net operating assets

3

632.4 1,040.51,152.3995.21,205.3

Return on net operating assets

6

21.9%14.6%(1.6%)6.1%2.8%

Net return on capital employed (pre-tax)

6

18.0%12.5%(1.5%)5.6%2.7%

Debt/debt + equity (excl. derivatives)39.3%47.2%38.7%30.0%34.3%

Net debt/EBITDA

5 6

2.2 3.112.92.64.6

Earnings per share 45.33 41.45(13.77)17.62(1.96)

Average FX conversion rate (NZD:USD) 0.6792 0.6651 0.6659 0.67320.6446

Base milk price 6.40 7.057.559.308.22

Total milk price (kgMs)

4

6.58 7.307.829.598.49

Key operational metrics

Sales (MT)

6

Ingredients 98,499 97,561125,914132,481108,856

Nutritionals51,23152,87134,36233,50631,971

Consumer 8,947 44,81858,48359,78656,999

Foodservice ----757

Total sales (MT)158,677195,250218,759225,773198,583

Production (net production) (MT)

6

Ingredients 96,15894,188138,971122,330108,010

Nutritionals50,16563,85720,99031,01639,159

Consumer foods 9,466 44,74455,08852,89453,753

Foodservice ----1,514

Total production (MT)155,789202,788215,049206,240202,436

Milk purchases ('000 kg MS)

Milk purchased from contracted supply 64,189 76,55186,81482,97883,929

Milk purchased from other suppliers 1,877 (6,079)(4,077)(4,044)(7,922)

Total milk purchases ('000 kg MS) 66,066 70,47282,73778,93476,007

¹ The group uses several non-GAAP measures when discussing financial performance. Management believes these measures provide useful insight on the performance of the business,

to analyse trends and to assist stakeholders in making informed decisions.

² EBIT is calculated by excluding financing costs and income tax, with EBITDA also excluding depreciation, amortisation, and non-cash impairment accordingly. A reconciliation of EBIT and

EBITDA is provided in the CFO Review on page 37.

³ Net operating assets includes current assets, property, plant, and equipment, right-of-use assets, and intangible assets. It deducts trade payables and excludes capital work in progress,

derivative balances, loans and borrowings, goodwill, and tax balances.

⁴ Total milk price for Synlait Milk suppliers on standard milk supply contract, includes value and seasonal premiums. This is a milk season reflective payment that runs 1 June to 31 May.

⁵ Net debt calculation excludes lease liabilities.

⁶ Prior period amounts have been restated to conform to current year presentation

PAGE 43 & 44ANNUAL REPORT 2023

48
Income Statement

47

Director’s Responsibility

Statement

53

Notes to the

Financial Statements

52

Statement of

Cash Flows

51

Statement of

Financial Position

99

Financial Risk Management

100 19 Financial Risk

Management

108 20 Financial Instruments

88

Debt and Equity

89 13 Finance Income and

Expenses

90 14 Loans and Borrowings

93 15 Other Non-current

Liabilities

94 16 Share Capital

96 17 Share Based Payments

98 18 Reserves and Retained

Earnings

75

Long Term Assets

76 09 Property, Plant and

Equipment

79 10 Biological Assets

80 11 Intangible Assets

85 12 Leases

49

Statement of

Comprehensive Income

58

Performance

59 01 Discontinued Operation

61 02 Revenue Recognition

62 03 Segment Reporting

65 04 Expenses

66 05 Reconciliation of (Loss)/

Profit After Income Tax

to Net Cash Inflow From

Operating Activities

113

Other

114 21 Income Tax

118 22 Other Investments

120 23 Related Party Transactions

122 24 Contingencies

122 25 Commitments

123 26 Events Occurring After the

Reporting Period

123 27 Other Accounting Policies

50

Statement of

Changes In Equity

67

Working Capital

68 06 Trade and Other

Receivables

72 07 Inventories

74 08 Trade and Other

Payables

124

Auditor’s Report

129

Statutory Information

FINANCIAL STATEMENTS

CONTENTS

ANNUAL REPORT 2023PAGE 45 & 46

ANNUAL REPORT 2023
The accompanying notes form part of and are to be read in conjunction with these financial statements.

The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiaries, Synlait Milk

Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited, Synlait Business

Consulting (Shanghai) Co., Ltd, Dairyworks Limited, Synlait Milk (Holdings) No.1 Limited, and Synlait Milk (Dunsandel

Farms) Limited (together “the Group”) as set out on pages 48-123, for the year ended 31 July 2023.

The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group

as at 31 July 2023 and the financial performance and cash flows for the year ended on that date.

The Directors consider that the financial statements of the Group have been prepared using appropriate accounting

policies, consistently applied and supported by reasonable judgements and estimates and that all relevant financial

reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and facilitate compliance of the financial statements with the Financial

Markets Conduct Act 2013.

For and on behalf of the Board.

Simon Robertson

Chair

25 September 2023

Paul Washer

Independent Director

25 September 2023

DIRECTORS’ RESPONSIBILITY STATEMENT

20232022

Notes$’000$’000

(Restated)

Revenue21,320,7581,397,012

Cost of sales4(1,202,850)(1,272,783)

Gross profit117,908124,229

Other income213,29422,220

Sales and distribution expenses4(41,548)(33,867)

Administrative and operating expenses4(68,306)(44,099)

ERP implementation costs4(6,794)(3,295)

Earnings before net finance costs and income tax14,55465,188

Finance expenses13(29,331)(15,853)

Finance income13281159

Loss on derecognition of financial assets13,6(5,771)(2,264)

Net finance costs(34,821)(17,958)

(Loss)/profit before income tax for the year from continuing operations(20,267)47,230

Income tax benefit/(expense)216,123(6,857)

(Loss)/profit after tax for the year from continuing operations(14,144)40,373

Profit/(loss) after tax from discontinued operations19,852(1,850)

Net (loss)/profit for the year(4,292)38,523

Earnings per share

Basic earnings per share (cents)16(1.96)17.62

Diluted earnings per share (cents)16(1.96)17.58

Attributable to continuing operations:

Basic earnings per share (cents)16(6.47)18.47

Diluted earnings per share (cents)16(6.47)18.43

Attributable to discontinuing operations:

Basic earnings per share (cents)164.51(0.85)

Diluted earnings per share (cents)164.51(0.84)

INCOME STATEMENT

For the year ended 31 July 2023

Comparatives have been restated due to the reclassification of the Research and Development Tax Incentive. Refer to

notes 2 and 21 for further information.

PAGE 47 & 48

PAGE 49 & 50ANNUAL REPORT 2023
The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements.

20232022

Notes$’000$’000

(Loss)/profit for the period(4,292)38,523

Items that may be reclassified subsequently to profit and loss

Effective portion of changes in fair value of derivatives designated in cash flow hedges1964,405(79,701)

Exchange differences on translation of foreign operations(19)24

Income tax (expense)/benefit on other comprehensive income21(18,033)22,316

Total items that may be reclassified subsequently to profit and loss46,353(57,361)

Other comprehensive income for the year, net of tax46,353(57,361)

Total comprehensive income for the year42,061(18,838)

Total comprehensive income for the year is attributable to:

Continuing operations32,133(16,937)

Discontinued operations9,928(1,901)

Total42,061(18,838)

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 July 2023

Share

capital

Employee

benefits

reserve

Hedging

reserves

Foreign

currency

translation

reserve

Retained

earnings

Total

equity

GroupNotes$’000$’000$’000$’000$’000$’000

Equity as at 1 August 2021464,7746988,089(2)293,555767,114

Profit/(loss) for the year----38,52338,523

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges19--(79,701)--(79,701)

Exchange differences on translation of foreign operations---24-24

Income tax on other comprehensive income19,21--22,316--22,316

Total other comprehensive income--(57,385)24-(57,361)

Employee benefits reserve16,17-120---120

Total contributions by and distributions to owners-120---120

Equity as at 31 July 2022464,774818(49,296)22332,078748,396

Equity as at 1 August 2022464,774818(49,296)22332,078748,396

(Loss)/profit for the year----(4,292)(4,292)

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges19--64,405--64,405

Exchange differences on translation of foreign operations---(19)-(19)

Income tax on other comprehensive income19,21--(18,033)--(18,033)

Total other comprehensive income--46,372(19)-46,353

Employee benefits reserve16,17-(83)---(83)

Total contributions by and distributions to owners-(83) - --(83)

Equity as at 31 July 2023464,774735(2,924)3327,786790,374

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 July 2023

PAGE 51 & 52ANNUAL REPORT 2023
The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements.

STATEMENT OF FINANCIAL POSITION

As at 31 July 2023

STATEMENT OF CASH FLOWS

For the year ended 31 July 2023

20232022

Notes$’000$’000

ASSETS

Current assets

Cash and cash equivalents9,29014,493

Trade and other receivables682,94191,096

Intangible assets112,8052,692

Goods and services tax refundable2,7115,649

Prepayments9,87916,638

Inventories7250,252232,941

Derivative financial instruments19,2016,3396,530

Current tax asset3,271554

Assets held for sale1177,881-

Total current assets555,369370,593

Non-current assets

Property, plant and equipment9992,9961,015,860

Biological assets103,9063,892

Intangible assets1177,74794,467

Goodwill116,02664,189

Other investments22935110

Derivative financial instruments19,206,4271,661

Right-of-use assets1242,20425,205

Total non-current assets1,130,2411,205,384

Total assets1,685,6101,575,977

LIABILITIES

Current liabilities

Trade and other payables8280,954323,123

Loans and borrowings14243,72758,885

Derivative financial instruments19,2026,86255,941

Lease liabilities125,2004,301

Liabilities directly associated with assets classified as held for sale160,611-

Total current liabilities617,354442,250

Non-current liabilities

Loans and borrowings14178,998295,592

Deferred tax liabilities2154,68541,866

Derivative financial instruments19,20-20,573

Lease liabilities1241,69324,750

Other non-current liabilities152,5062,550

Total non-current liabilities277,882385,331

Total liabilities895,236827,581

Equity

Share capital16464,774464,774

Reserves18(2,186)(48,456)

Retained earnings18327,786332,078

Total equity attributable to equity holders of the Group790,374748,396

Total liabilities and equity1,685,6101,575,977

20232022

Notes$’000$’000

Cash flows from operating activities

Cash receipts from customers1,608,1101,711,573

Cash paid for milk purchased(720,926)(804,665)

Cash paid to other creditors and employees(851,255)(675,834)

Net movement in goods and services tax4,486(1,188)

Income tax payments/(refunds)(1,378)3,034

Net cash inflow from operating activities539,037232,920

Cash flows from investing activities

Interest received311170

Acquisition of property, plant and equipment(48,821)(53,855)

Proceeds from sale of property, plant and equipment58430,467

Acquisition of intangible assets(16,074)(39,053)

Proceeds from sale of New Zealand Units3,072-

Livestock trading(197)(3,350)

Acquisition of interest in joint venture(825)-

Net cash outflow from investing activities(61,950)(65,621)

Cash flows from financing activities

Repayment of borrowings-(82,500)

Receipt of borrowings15,777-

Net movement in working capital facility51,589(56,537)

Interest paid(44,306)(26,051)

Repayment of lease liabilities(4,400)(4,079)

Net cash inflow/(outflow) from financing activities18,660(169,167)

Net decrease in cash and cash equivalents(4,253)(1,868)

Cash and cash equivalents at the beginning of the financial year14,49316,020

Effects of exchange rate changes on cash and cash equivalents31341

Cash included in assets held for sale(981)-

Cash and cash equivalents at end of year9,29014,493

The consolidated financial statements (“financial statements”) presented are those of the Group, including Synlait Milk
Limited and its subsidiaries Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard

Pearse Drive Limited, Synlait Business Consulting (Shanghai) Co., Ltd, Dairyworks Limited, Synlait Milk (Holdings) No.1

Limited, and Synlait Milk (Dunsandel Farms) Limited.

Synlait Milk Limited and its subsidiaries are primarily involved in the manufacture and sale of dairy products.

The parent company, Synlait Milk Limited (“the Company”), is a profit oriented entity, domiciled in New Zealand,

registered under the Companies Act 1993 and listed on the New Zealand Stock Exchange and the Australian Securities

Exchange. Synlait Milk Limited is an FMC reporting entity under the Financial Market Conducts Act 2013 and its financial

statements comply with that Act.

REPORTING ENTITY

The financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice.

They comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and other

applicable Financial Reporting Standards, as applicable for profit oriented entities. The consolidated financial statements

also comply with International Financial Reporting Standards (‘IFRS’).

Certain comparative figures have been reclassified during the year for consistency with the current year presentation and

on account of the Group’s recent implementation of its ERP (Enterprise Resource Planning) system and trivial rounding

differences. These classifications had no effect on the reported results of operations. In addition, comparative period

information has been re-presented to exclude amounts relating to discontinued operations (refer to note 1 for further

information) and restated to reclassify Research and Development Tax Incentive (RDTI) income from tax benefit/(expense)

to other income (refer to notes 2 and 21 for further information).

The financial statements were authorised for issue by the Directors on 25 September 2023.

Basis of measurement

These financial statements have been prepared on the historical cost basis except for certain items as identified in

specific accounting policies.

Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary

economic environment in which the entity operates. The financial statements are presented in New Zealand Dollars

($), which is the Company’s functional currency and the Group’s presentation currency, and are rounded to the nearest

thousand ($’000).

BASIS OF PREPARATION

Profit downgrades

On 17 March 2023 the Group announced a revised NPAT guidance range of $15m to $25m as a result of decreased

forecast Advanced Nutrition demand, as well as operational stability, cost, and ERP implementation challenges. On 26

April 2023 the Group announced a further downgrade to a NPAT guidance range of ($5m) to $5m primarily due to further

reductions to forecast Advanced Nutrition demand. As a result, the Group engaged its banking syndicate to obtain

amendments to certain banking covenants for the year ended 31 July 2023, all of which were complied with. Refer to

note 14 for additional information.

Debt refinancing

The Group classified its working capital and revolving debt facilities as current liabilities at 31 July 2023 as it had not yet

finalised the renewal of its banking facilities. The Group has introduced new banks into the banking syndicate as part of

its successful refinance which was executed on 18 September 2023. Refer to note 14 for further information.

Dairyworks divestment

On 2 June 2023 the Group announced the planned sale of its subsidiary, Dairyworks Limited, which specialises in the

packaging and distribution of cheese and butter products. The decision was made in connection with a strategy refresh

which resulted in an increased focus on the Group’s Advanced Nutrition and Foodservice (UHT cream) business units.

The Group expects the sale to occur in the first half of the 2024 financial year. Refer to note 1 for further information.

MATERIAL EVENTS AND OTHER SIGNIFICANT ITEMS

Transactions and balances

Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the

transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to

the functional currency at the exchange rate at that date.

Use of accounting estimates and judgements

The preparation of these financial statements in conformity with NZ IFRS requires the Group to make judgements,

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

liabilities, income, and expenses. Actual results may differ from these estimates and assumptions.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the

period in which the estimate is revised and in any future periods affected.

Key sources of estimation uncertainty and key judgements relate to presentation of assets and related liabilities which

are held for sale (refer to note 1), derecognition of financial assets (note 6), the assessment of impairment of inventory

(note 7), and the assessment of impairment for goodwill and any other intangible assets (note 11). The individual notes

referred to in the financial statements provide additional information.

NOTES TO THE FINANCIAL STATEMENTS

PAGE 53 & 54ANNUAL REPORT 2023

China State Administration for Market Regulation (SAMR) licence
On 6 June 2023 SAMR notified the Group of the successful re-registration of its SAMR licence which allows the Group

to manufacture infant formula at its Dunsandel facility on behalf of The a2 Milk Company for export into China. The

registration expires in September 2027. $6.4m was capitalised to intangible assets in respect of this registration. Refer to

note 11 for further information.

ERP implementation

On 1 August 2022 the Group commissioned its new ERP system. Post-implementation challenges were encountered

which resulted in significantly reduced sales volumes of ingredient products in the first half of 2023. Export volumes have

now normalised after remediation efforts. The Group has presented costs associated with the implementation separately

in the statement of profit and loss. A total of $60.9m of cost relating to the project was capitalised to intangible assets in

the period. Refer to note 11 for further information.

Pokeno processing upgrade project

The Group has undertaken a series of upgrades to its North Island operations over the previous three financial years in

connection with a significant customer contract which will see the Group commence production of plant-based Advanced

Nutrition products at its Pokeno site. The Group received approval for first lot to stock on 29 July 2023 resulting in the

capitalisation of $71.2m of capital work in progress relating to dryer and wetmix upgrades and additions. $27.7m of spend

relating to the packaging line portion of the project, which was commissioned in August 2023, remained in work in

progress at 31 July 2023. Refer to note 9 for additional information.

A new warehouse lease was also entered into in conjunction with the commencement of commercial production. Refer to

note 12 for further information.

Climate risk

The Group’s operations may be impacted by future climate change. These impacts may be physical (e.g. severe or

unusual weather patterns and events) or transitional (e.g. changes to government regulations or customer and supplier

needs and demands).

The Group regularly assesses its operating environment with regard to the impact of climate change. Specific

consideration has been given in these financial statements to the impact of future climate change on the useful lives

of the Group’s property, plant, and equipment, impairment of intangible assets (NZUs), and carrying value of loans and

borrowings (ESG linked loans). No significant impacts were noted during the period.

GOING CONCERN

In preparing these financial statements, the Directors have conducted a comprehensive assessment of various

uncertainties facing the Group and its ability to continue as a going concern. The Directors have considered several

events, circumstances, and recent developments in making this assessment:

MATERIAL EVENTS AND OTHER SIGNIFICANT ITEMS (CONTINUED)

During the 2023 financial year, the Group announced two material profit downgrades in short succession in March and

April 2023. The reasons for these downgrades are noted in the “Material events and other significant items” section.

The Directors view the events which led to the profit downgrades as events which are not expected to recur and expect

financial performance to improve in the 2024 financial year. This is due, but not limited to: cost reduction initiatives, a

significant increase in plant utilisation following the launch of new Advanced Nutrition products and through increased

Foodservice UHT cream volumes, the recent renewal of the Group’s SAMR license, and a significantly increased focus on

operational stability.

The reduction in profitability and operating cash flows during the 2023 financial year led to higher debt levels and related

interest costs which required the Group to engage its banking syndicate to amend certain debt facility covenants for the

2023 financial year with which the Group complied. At 31 July 2023, the Group’s banking facilities totalling $243.7m were

presented as current due to their maturity date of 1 October 2023 which resulted in total current liabilities exceeding total

current assets by $62.0m.

The Group completed a comprehensive review of its capital structure. On 18 September 2023, the Group executed

new banking facilities with its banking syndicate (refer to note 14 for additional information) which was the first step of

execution of its capital strategy. The new facilities include reducing debt facility limits during their term which are timed

with forecasted cash flows in the 2024 financial year, including the planned sale of Dairyworks which the Directors

consider highly probable to occur within the next 12 months. The upcoming bond maturity on 17 December 2024 has

also been considered in the Group’s recent capital strategy review and in recent discussions with the Group’s banking

syndicate. While a final decision is pending, the Group is likely to refinance the subordinated bond with senior bank

debt facilities, a senior bond, and operating cashflows. To ensure a successful refinance, Synlait is working towards

deleveraging by divesting Dairyworks, managing working capital efficiently, and increasing operational performance.

The Group also expects to comply with all externally imposed covenants and capital requirements.

On 15 September 2023, the Group received notice from The a2 Milk Company purporting to cancel the exclusivity

arrangements under the Nutritional Powders Manufacturing and Supply Agreement (NPMSA) for the a2 Platinum® and

other nutritional products that the company produces. The Group disputes that The a2 Milk Company has the right to

cancel the exclusivity arrangements. The potential impact on forecast sales volumes has been considered and reflected

in the Group’s forecast financial results as well as in the five-year forecast on which goodwill and asset impairment testing

is based (refer to note 11). No significant impacts have been noted.

The Directors have carefully considered the aforementioned facts and circumstances, placing particular emphasis on the

forecast improvement in financial performance, the recently executed banking facilities, anticipated sale of Dairyworks,

expected compliance with covenants and capital requirements attached to those facilities, as well as alternative debt

reduction strategies. Alternative viable debt reduction strategies available to the Group could include additional equity

and/or other forms of debt. The Directors believe there is time to work through these options if required.

While the Directors acknowledge that key future events and requirements noted above inherently have a degree of

uncertainty, the Directors consider that these do not result in material uncertainties related to events or conditions that

may cast significant doubt upon the entity’s ability to continue as a going concern. Accordingly, the financial statements

have been prepared on a going concern basis.

PAGE 55 & 56ANNUAL REPORT 2023

This section covers the Group’s financial performance and includes the
following notes:

01 Discontinued Operation 59

02 Revenue Recognition 61

03 Segment Reporting 62

04 Expenses 65

05 Reconciliation of (Loss)/Profit After Income Tax to Net Cash Inflow

From Operating Activities 66

PERFORMANCE

SIGNIFICANT ACCOUNTING POLICIES

Standards, amendments and interpretations adopted during the period

NZ IAS 37 – Cost of Fulfilling a Contract

On May 14, 2020, the IASB issued amendments to NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

NZ IAS 37 requires that a provision be taken for the costs of fulfilling a contract. The amendments clarify that the costs of

fulfilling a contract comprise both incremental costs (e.g. direct labour and materials) and an allocation of other direct costs

(e.g. an allocation of the depreciation charge for an item of property, plant, and equipment used in fulfilling the contract).

These amendments were effective for the Group from 1 August 2022 and have not had a significant impact on the Group’s

financial statements (onerous contracts provision) as the Group does not incur significant incremental or other direct cost

to fulfil a contract past the point of converting raw materials and work-in-process inventory into finished goods.

Standards, amendments and interpretations to existing standards that are not yet effective

NZ CS 1, CS 2, CRDC – Climate related disclosures

In December 2022, The External Reporting Board (‘XRB’) of New Zealand issued Aotearoa New Zealand Climate

Standards, a new climate related disclosure framework. Three new standards have been issued: NZ CS 1 Climate related

Disclosures, NZ CS 2 Adoption of Climate related Disclosures, and NZ CS 3 General Requirements for Climate related

Disclosures. The guidance is aligned to the International Task Force on Climate related Disclosures (‘TCFD’) disclosure

framework which focuses on governance, strategy, risk management, and metrics and targets.

The Group is currently undertaking a project to build on and leverage its existing sustainability reporting framework in

preparation for the release of its first climate statement under these new standards. This is expected to be issued by the

Group as at 31 July 2024, with mandatory assurance required on the greenhouse gas emissions amounts reported in the

climate statements beginning in 2025.

There are no other standards that are not yet effective and expected to have a material impact on the Group in the current

or future reporting periods and on foreseeable future transactions.

Accounting policies, accounting estimates and judgements that summarise the measurement basis used and are

relevant to the understanding of the financial statements are provided throughout the accompanying notes and are

designated by a shaded area.

The Group’s financial statements consolidate the financial statements of Synlait Milk Limited and its subsidiaries,

accounted for using the acquisition method, and the results of its associates, accounted for using the equity method.

Intercompany transactions and balances between group companies are eliminated upon consolidation.

BASIS OF CONSOLIDATION

PAGE 57 & 58ANNUAL REPORT 2023

01. DISCONTINUED OPERATION
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered

principally through a sale transaction rather than through continuing use and a sale is considered highly probable.

Key judgement is applied in determining whether a sale is highly probable.

Non-current assets (or disposal groups) are measured at the lower of their carrying amount and fair value less costs

to sell. A key estimate is applied in determining fair value less costs of disposal.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair

value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset

(or disposal group), but not in excess of any cumulative impairment loss previously recognised.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they

are classified as held for sale.

Non-current assets and liabilities classified as held for sale are presented separately from the other assets in the

balance sheet.

A discontinued operation is a component of the Group that has been disposed of or is classified as held for sale

and that represents a separate major line of business or geographical area of operations and is part of a single

coordinated plan to dispose of such a line of business or area of operations. The results of discontinued operations

are presented separately in the statement of profit or loss.

On 2 June 2023 the Group announced its intention to divest its subsidiary, Dairyworks Limited, which specialises in

the production and sale of consumer-packaged cheese and butter products. The divestment decision was made in

connection with the Group’s recently completed strategy review which resulted in an increased focus on the Group’s

Advanced Nutrition and Foodservice (UHT cream) business units.

The associated assets and liabilities of Dairyworks Limited comprise a disposal group and have been consequently

presented as held for sale. The associated financial performance has been presented as profit/(loss) from discontinued

operations. All profit and loss disclosures have been re-presented to exclude the impact of discontinued operations.

A board approved programme is underway to divest of Dairyworks which is considered highly probable to be completed

before March 2024. Whilst certain routine approvals will be required in order to enable the sale, the Group considers that

these approvals are likely to be granted.

The Dairyworks Limited subsidiary comprises the Dairyworks segment as detailed in note 3. Dairyworks is being

marketed at a selling price based on a valuation multiplier as determined by an independent third party.

20232022

$’000$’000

Revenue282,822263,589

Cost of sales(256,738)(240,902)

Other income3,039415

Sales and distribution expenses(6,768)(5,587)

Administrative and operating expenses(5,889)(5,403)

Impairment of Temuka cheese plant assets-(12,231)

Net finance costs(3,455)(3,030)

Income tax(3,159)1,299

Profit/(loss) from discontinued operation9,852(1,850)

Net cash inflow/(outflow)

Net cash inflow from operating activities32,48846,869

Net cash outflow from investing activities(1,787)(2,406)

Net cash outflow from financing activities(30,090)(45,992)

Net increase/(decrease) in cash generated by the discontinued operation611(1,529)

20232022

$’000$’000

Assets of disposal group classified as held for sale

Cash and cash equivalents981-

Trade, other receivables, and other current assets9,865-

Inventories52,253-

Property, plant, and equipment25,594-

Intangible assets17,093-

Goodwill58,163-

Right of use assets13,932-

Total177,881-

(a) Financial performance and cash flow information are presented below

(b) Disaggregation of assets and liabilities held for sale:

The following assets and liabilities were reclassified as held for sale as at 31 July 2023:

Net cash outflows from financing activities are comprised of principal and interest payments on debt facilities which are

held by the Group and have not been included in the disposal group as the sale transaction is expected to occur on a

debt free basis.

PAGE 59 & 60ANNUAL REPORT 2023

02. REVENUE RECOGNITION
Sales of goods

The Group manufactures and sells a range of milk powder, milk powder related products, fresh milk, UHT milk and

cream, cheese, and butter to customers. Revenue from contracts with customers is recognised when the control

of goods has been transferred to customers, being at the point when the goods are delivered. Delivery of goods is

completed (i.e. the performance obligation is fulfilled) when the goods have been delivered pursuant to the terms

of the specific contract agreed with the customer and the risks associated with ownership have been transferred to

the customer.

Revenue is measured according to the contracted price agreed with customers, which represents expected

consideration received or receivable, net of returns, discounts, and allowances. Revenue is only recognised to the

extent that it is highly probable that a significant reversal will not occur. The payment terms vary depending on the

individual contracts. No deemed financing components are present as there are no significant timing differences

between the payment terms and revenue recognition.

20232022

$’000$’000

(Restated)

Dairy products1,320,7581,397,012

Other income13,29422,220

Total income1,334,0521,419,232

The decrease in other income is due to an $11.9m gain on sale and leaseback included in the prior period which arose on

the sale and leaseback of the Group’s Auckland land and building located at 89 Richard Pearse Drive. $2.5m of benefit

in the comparative period relating to the Research and Development Tax Credit has been reclassified from income tax

(expense)/benefit to other income to better reflect to the underlying nature of the income.

03. SEGMENT REPORTING

(a) Reportable segments

NZ IFRS 8 Operating Segments requires disclosure of information about operating segments, products and services,

geographical areas of operation, and major customers. Information is based on internal management reports, both

in the identification of operating segments and measurement of disclosed segment information.

The Group has identified the following segments:

• Synlait: manufacture and sale of liquid milk and milk powder based products (nutritionals, ingredients, fresh

milk, and ultra heat treatment (‘UHT’) milk and cream products).

• Dairyworks: manufacture and sale of cheese and other products (cheese, butter). The Dairyworks segment

is comprised of the Dairyworks Limited subsidiary which has been treated as a discontinued operation in the

period. Refer to note 1 for additional information.

The accounting policies of the Group have been consistently applied to the operating segments. Net Profit After

Tax (NPAT) is the measure reported to the chief operating decision-maker (“the Board”) for the purposes of resource

allocation and assessment of performance for the Group. A consistent measure has been used for the purpose of

reporting the performance of each operating segment. Inter-segment pricing is determined on an arm’s length basis.

01. DISCONTINUED OPERATION (CONTINUED)

Property, plant, and equipment includes $7.2m of assets, comprised primarily of land and buildings, which are currently

being considered for sale separately to the disposal group.

The proceeds of disposal net of transaction costs are expected to substantially exceed the carrying amount of the

disposal group and accordingly no impairment loss has been recognised.

20232022

$’000$’000

Liabilities of disposal group classified as held for sale

Trade and other payables and other current liabilities(42,680)-

Current tax liabilities(2,990)-

Lease liabilities(14,337)-

Deferred tax liabilities(604)-

Total(60,611)-

PAGE 61 & 62ANNUAL REPORT 2023

(b) Segment revenues and results
The following is an analysis of the Group’s revenue and results by reportable segment:

(28,451)31 July 202331 July 202331 July 202331 July 2023

$000’s$000’s$000’s$000’s

SynlaitDairyworksEliminationsTotal

External revenue1,320,758282,822-1,603,580

Inter-segment revenue from sale of goods2,363-(2,363)-

Revenue from sale of goods1,323,121282,822(2,363)1,603,580

Net (loss)/profit after tax for the period(14,144)9,852-(4,292)

Finance income28129-310

Finance expenses(29,331)(2,513)-(31,844)

Depreciation and amortisation(55,403)(4,286)-(59,689)

Income tax benefit/(expense)6,123(3,159)-2,964

Total assets1,507,729177,881-1,685,610

Total liabilities(834,625)(60,611)-(895,236)

Net assets673,104117,270-790,374

(28,451)31 July 202231 July 202231 July 202231 July 2022

$000’s$000’s$000’s$000’s

SynlaitDairyworksEliminationsTotal

External revenue1,397,012263,589-1,660,601

Inter-segment revenue from sale of goods1,310-(1,310)-

Revenue from sale of goods1,398,322263,589(1,310)1,660,601

Net profit/(loss) after tax for the period40,373(1,850)-38,523

Finance income15911-170

Finance expense(15,852)(2,878)-(18,730)

Depreciation and amortisation(48,203)(6,038)-(54,241)

Impairment of Temuka cheese plant-(12,231)-(12,231)

Income tax (expense)/benefit(6,857)1,299-(5,558)

Total assets1,401,915174,062-1,575,977

Total liabilities(784,057)(43,524)-(827,581)

Net assets617,858130,538-748,396

03. SEGMENT REPORTING (CONTINUED)

All Group non-current assets are in New Zealand, other than $0.1m (2022: $0.3m) located in China.

(c) Sales by geographical area

The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different

countries, it is understood that a significant portion of both infant nutritional and ingredients sales are ultimately

consumed in China.

The proportion of sales revenue for continuing operations by geographical area is summarised below:

Year ended

31 July 2023

Year ended

31 July 2022

$’000$’000

China13%14%

Rest of Asia25%31%

Middle East and Africa5%4%

New Zealand49%40%

Australia5%7%

Rest of World3%4%

Total100%100%

(d) Major customers

Revenues of 55% (2022: 48%) are derived from the top three external customers.

PAGE 63 & 64ANNUAL REPORT 2023

04. EXPENSES
20232022

$’000$’000

The following items of expenditure are included in cost of sales:

Depreciation and amortisation41,06140,954

Employee and contractor costs80,58563,915

Energy costs25,37621,780

Freight17,76914,327

Milk transport26,98024,673

Repairs and maintenance18,70114,672

Inventory provisions and write-downs19,7963,590

Provision movements included in inventory variances, provisions, and write-downs:

Increase/(decrease) in inventory provision6,057(1,900)

Increase/(decrease) in onerous contract provision2,001(2,101)

The following items of expenditure are included in sales and distribution expense:

Depreciation and amortisation5,9984,319

Employee and contractor costs17,63714,371

Insurance1,6091,482

Freight5,4494,762

Consultancy, legal, and transaction costs2,0301,577

Rent and storage8981,253

The following items of are included in administrative and operating expenses:

Depreciation and amortisation8,5122,733

Employee and contractor costs32,22925,611

Director fees827837

Share based payments expense1115

Consultancy, legal, and transaction costs6,8363,114

Information services and subscriptions11,1667,679

The following items are included in ERP implementation expense:

Consultancy5,4151,108

Employee and contractor costs1,127829

Information services and subscriptions2521,327

PwC services included in administrative and operating expenses*:

Statutory audit fee410299

Half year accounts review7468

Other assurance services220-

Consultancy5231

756398

* 2023 payments to PwC reflect $220k paid to PwC New Zealand for audit services performed on behalf of the Group’s

largest shareholder, Bright Dairy Holding Limited, and $52k for consulting fees incurred in connection with a logistics

review. 2022 payments to PwC reflect $12k for finalisation of reports related to unusual transaction analysis and historic

performance analysis performed prior to appointment as statutory auditors. Training services were also performed in

2022 amounting to $19k.

05. RECONCILIATION OF (LOSS)/PROFIT AFTER INCOME TAX

TO NET CASH INFLOW FROM OPERATING ACTIVITIES

20232022

$’000$’000

Profit/(loss) for the year(4,292)38,523

Non-cash and non-operating items:

Depreciation and amortisation of non-current assets54,20550,030

Depreciation of right-of-use assets5,4844,211

Gain on sale of property, plant and equipment(154)(11,699)

Impairment of property, plant and equipment and intangible assets16512,231

New Zealand Units surrendered1,1772,407

Gain on sale of New Zealand Units(1,769)-

Non-cash share based payments (recovery)/expense(83)120

Interest costs classified as financing cash flow31,84618,730

Interest received classified as investing cash flow(311)(170)

Loss on derecognition of financial assets6,7432,427

Deferred tax movement(4,610)4,749

Loss on derivative financial instruments14318

Unrealised foreign exchange gain(31)(341)

Loss/(gain) on revaluation of biological assets183(558)

Movements in working capital:

(Increase)/decrease in trade and other receivables(1,227)17,284

Decrease/(increase) in prepayments4,900(2,341)

(Increase)/decrease in inventories(69,565)38,003

Decrease in goods and services tax refundable and other current assets4,4861,312

Increase in trade and other payables11,47456,795

Decrease in current tax assets2731,189

Net cash inflow from operating activities39,037232,920

PAGE 65 & 66ANNUAL REPORT 2023

WORKING CAPITAL
The working capital section gives information about the short-term assets and

liabilities of the Group. This section includes the following notes:

06 Trade and Other Receivables 68

07 Inventories 72

08 Trade and Other Payables 74

06. TRADE AND OTHER RECEIVABLES

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary

course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are

classified as non-current assets.

Impairment

The Group recognises a loss allowance for expected credit losses (“ECL”) on trade and other receivables. The

Group measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime

expected loss allowance for all trade receivables. The Group’s credit loss model requires the Group to account for

expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in

credit risk since initial recognition of the financial assets. Therefore, it is no longer necessary for a credit event to

have occurred before credit losses are recognised.

The model is based on the Group’s historical credit loss experience, adjusted for factors that are specific to the

debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of

conditions at the reporting date.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the

expected life of a financial instrument. The expected credit loss is estimated as the difference between all

contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the

Group expects to receive, discounted at the original effective interest rate.

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial

difficulty and there is no reasonable and realistic prospect of recovery.

Furthermore, other impairment losses on an individual basis are determined by an evaluation of the exposures

on an instrument-by-instrument basis. All individual instruments that are considered significant are subject to this

approach.

Credit Risk Management

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual

obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject to credit risk. The

Group performs credit evaluations on trade customers. The Group continuously monitors the credit quality of its major

receivables and does not anticipate non-performance of those customers, nor has there been historical non-performance

of these customers. The Group also maintains strict controls for any credit reviews such as credit increases.

The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an efficient

and effective manner.

PAGE 67 & 68ANNUAL REPORT 2023

20232022
$’000$’000

Trade receivables78,02185,573

Provision for doubtful and impaired receivables(2,588)(3,658)

Net trade receivables75,43381,915

Other receivables7,5089,181

Total receivables82,94191,096

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to

credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within 30

days, and for which no provision has been made as there has not been a significant change in credit quality and the

amounts are still considered fully recoverable. No collateral is held over these balances and trade credit insurance cover

was not obtained in respect of these receivables. Interest is not charged on overdue debtors.

In the past seven financial years, the Group has not written off any bad debts, although it has recognised provisions for

debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis assists in the

determination of any increases in credit risk since initial recognition. There are no significant credit risk concentrations

as at 31 July 2023. Three customers represent 63% of the overdue receivables. There were no other forward-looking

indicators to indicate increases in credit risk.

For cash and cash equivalents the Group has determined that all bank balances have low credit risk at each reporting

period as they are held by reputable international banking institutions.

The Group has not changed its overall strategy regarding the management of risk from 2022.

06. TRADE AND OTHER RECEIVABLES (CONTINUED)

(a) Impaired receivables

As at 31 July 2023, trade receivables of $7.9m were overdue (2022: $12.1m). These relate to several independent

customers for whom there is no recent history of default. The majority has been collected except for $2.5m which has

been allowed for and $0.6m which remains unpaid and is expected to be collected in the 2024 financial year.

The aging analysis of these overdue trade receivables is as follows:

20232022

$’000$’000

Overdue by

0 to 30 days3,6385,674

30 to 60 days10978

Over 60 days4,2285,428

Total overdue trade receivables7,87612,080

(b) Allowance for bad and doubtful receivables

The Group has recognised a $0.7m loss in relation to provisions raised for potentially unrecoverable trade receivables

during the year (2022: $1.0m). This loss relates to receivables which are in dispute and is unrelated to customer default or

credit risk. The Group has also recognised a loss of $0.4m for estimated receivables impairment under NZ IFRS 9 Financial

Instruments (2022: $0.2m).

(c) Trade and other receivables

Accounts receivable are amounts incurred in the normal course of business.

Receivables denominated in currencies other than the functional currency comprise NZD $58.7m (2022: NZD $50.7m)

of USD and AUD denominated trade receivables.

PAGE 69 & 70ANNUAL REPORT 2023

(d) Derecognised financial assets
The Group has derecognised trade receivables that have been sold to two banks under the terms of underlying

receivables purchase agreements. The Group routinely assess the terms of the agreements and has determined

that substantially all the risks and rewards have been transferred to the banks. Receivables selected for assignment

are with customers with strong credit ratings and good payment histories. This results in immaterial volatility in the

present value of future cash flows in relation to assigned receivables under the various scenarios detailed in the

terms of the four agreements. An evaluation of external evidence of credit risk has also been performed for each

customer. The Group has $144.2m of receivables assigned as at 31 July 2023 (2022: $175.6m).

The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value

of continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at

each reporting date, when the terms of the facility are amended, and assesses each new customer at the initial

assignment of a receivable.

The loss on derecognition for the period of $5.8m (2022: $2.4m) arising from derecognition of assigned receivables

is the discount paid to the banks for acquiring these receivables.

06. TRADE AND OTHER RECEIVABLES (CONTINUED)07. INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where

applicable, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being

allocated based on normal operating capacity. Cost is determined on a weighted average basis and in the case

of manufactured goods, includes direct materials, labour and production overheads. Net realisable value is the

estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated

costs necessary to make the sale.

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous

contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the

obligations under the contract exceed the economic benefits expected to be received under it.

Key judgement is applied in assessing inventory impairment, and therefore net realisable value of inventory.

Impairment is tested in three ways, stock provision, onerous contracts provision, and inventory impairment. The

stock provision considers the condition of inventory and therefore requires a high level of judgement, whereas the

onerous contracts and impairment calculations are largely formulaic.

The stock provision tests for the physical impairment of both raw materials and finished goods. Physical impairment

can be for a variety of reasons, including damage, expiry, or obsolescence. Judgement is required as often

indicators of impairment can be mitigated through further investigation or rework meaning that no write down to net

realisable value is required. The Group consider historical rework process results and future rework plans in making

that judgement.

Estimates are required in relation to net realisable value, which is the estimated selling price in the ordinary course

of business, less the estimated costs of completion and selling expenses. Net realisable value is determined

by reference to historic achieved market prices, future contracted sales and global dairy trade auction results.

Reviewing the net realisable values is carried out by the Group on a monthly basis, using judgement in determining

expected future proceeds based on current indicators of the condition of inventory.

A key estimation in determining inventory cost is the Monthly Milk Price which is derived from a forecast milk price

for the year. The Monthly Milk Price forms a key component of the product cost through the year.

PAGE 71 & 72ANNUAL REPORT 2023

20232022
$’000$’000

Raw materials

Raw materials at cost79,49794,777

Raw materials at net realisable value-997

79,49795,774

Work in progress

Work in progress at cost111,52856,541

Work in progress at net realisable value1,062195

112,59056,736

Finished goods

Finished goods at cost52,72575,965

Finished goods at net realisable value5,4404,466

58,16580,431

Total inventories250,252232,941

Raw material inventories at $79.5m (12,245 MT) have decreased from prior year (2022: $95.8m, 17,738 MT) primarily

due to the reclassification of Dairyworks raw materials inventory to assets held for sale, offset by higher holdings of raw

materials for use in the production of Advanced Nutrition products.

Work in progress inventories at $112.6m (14,664 MT) have increased (2022: $56.7m, 7,934 MT) due to higher holdings of

Advanced Nutrition base powders to enable production in peak milk months in the 2024 financial year.

Finished goods have decreased to $58.2m (9,117 MT), (2022: $80.4m, 11,666 MT). The decrease is primarily due to the

reclassification of Dairyworks finished goods inventory to assets held for sale.

The cost of inventories recognised as an expense during the year was $1,158.2m (2022: $1,206.0m). The cost of

inventories recognised as an expense includes $19.8m (2022: $3.6m) in respect of write downs of inventory to net

realisable value. The increase is due to various operational stability challenges which were experienced in the year.

The total inventory provision as at reporting date was $9.6m, of which $5.9m related to finished goods, $1.3m related to

work in progress and $2.4m related to raw materials (2022: $6.2m, $2.2m related to finished goods, $0.7m related to

work in progress and $3.3m related to raw materials).

Onerous contracts provision as at reporting date was $2.0m (2022: $nil) relating to future shipments of downgrade

product.

08. TRADE AND OTHER PAYABLES

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or

less otherwise, they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and

are subsequently measured at amortised cost using the effective interest method. Payables that are settled within

a short duration are not discounted.

20232022

$’000$’000

Trade payables143,308140,455

Accrued expenses123,939168,512

Employee entitlements13,70714,156

Total trade and other payables280,954323,123

Payables denominated in currencies other than the functional currency comprise NZD $39.4m (2022: NZD $38.5m) of

USD, EUR, GBP, RMB, SGD, and AUD denominated trade payables and accruals.

07. INVENTORIES (CONTINUED)

PAGE 73 & 74ANNUAL REPORT 2023

LONG TERM ASSETS
The assets section provides information about the long-term investments

made by the Group to operate the business and generate returns to

shareholders. This section includes the following notes:

09 Property, Plant and Equipment 76

10 Biological Assets 79

11 Intangible Assets 80

12 Leases 85

09. PROPERTY, PLANT AND EQUIPMENT

Recognition and measurement

Property, plant and equipment are initially measured at cost less accumulated depreciation.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed

assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to

a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site

on which they are located where the Group has an obligation to remove and restore.

When a self-constructed asset meets the definition of a qualifying asset under NZ IAS 23 Borrowing Costs,

borrowing costs directly attributable to the construction of the asset are capitalised until such a time as the asset is

substantially ready for its intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

When major components of an item of property, plant and equipment have different useful lives, they are

accounted for as separate items of property, plant and equipment.

Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the

item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost

can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in

profit or loss as incurred.

Depreciation

Depreciation of property, plant and equipment is recognised in profit or loss on a straight-line basis over the

estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated.

Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category

on the completion of the project and then depreciated.

Estimation and judgement is also required in the selection and application of useful lives. It is the Group’s best

estimate that the useful lives adopted adequately reflect the flow of resources and the economic benefits required

and derived in the use and servicing of property, plant, and equipment.

The estimated useful lives for the current and comparative periods are as follows:

• Buildings 10-60 years

• Plant and equipment 3-35 years

• Fixtures and fittings 2-25 years

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

PAGE 75 & 76ANNUAL REPORT 2023

Impairment
Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or

exercises judgement in assessing indicators of impairment, forecasting future cash flows, and determining other

key assumptions used for assessing fair values (less costs of disposal) or value in use.

LandBuildingsPlant

and

equipment

Fixtures

and

fittings

Capital work

in progress

Total

$’000$’000$’000$’000$’000$’000

Cost

Balance as at 1 August 202160,655324,175776,12128,61856,4171,245,986

Additions----61,52961,529

Reclassification/transfer-2914,308848(15,185)-

Impairment--(11,865)(16)(350)(12,231)

Disposals(3,890)(8,688)(1,763)(510)(119)(14,970)

Balance as at 31 July 202256,765315,516776,80128,940102,2921,280,314

Balance as at 1 August 202256,765315,516776,80128,940102,2921,280,314

Additions----48,14448,144

Reclassification/transfer-14,99477,6803,175(95,849)-

Impairment--(164)--(164)

Disposals-(4)(5,464)(3,488)-(8,956)

Transfer to assets held for sale(1,350)(4,614)(21,186)(3,965)(2,170)(33,285)

Balance as at 31 July 202355,415325,892827,66724,66252,4171,286,053

Accumulated depreciation

Balance as at 1 August 2021-36,661170,74111,435-218,837

Depreciation (note 4)-7,12035,9664,113-47,199

Disposals-(331)(1,019)(232)-(1,582)

Balance as at 31 July 2022-43,450205,68815,316-264,454

Balance as at 1 August 2022-43,450205,68815,316-264,454

Depreciation (note 4)-7,09435,2173,767-46,078

Disposals-(4)(5,104)(3,413)-(8,521)

Transfer to assets held for sale-(1,079)(6,851)(1,024)-(8,954)

Balance as at 31 July 2023-49,461228,95014,646-293,057

Carrying amounts

As at 31 July 202256,765272,066571,11313,624102,2921,015,860

As at 31 July 202355,415276,431598,71710,01652,417992,996

09. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(a) Impairment

During the period, property, plant, and equipment was examined for impairment. A $0.2m (2022: $12.2m) impairment

charge has been recognised to reflect the write-down of select assets to the higher of their fair value less costs

of disposal (FVLCOD) and value-in-use. In addition, depreciation expense includes $0.9m relating to accelerated

depreciation of assets which have been determined to no longer be of use to the Group. The prior period charge of

$12.2m is the result of the Group’s decision to continue idling its Temuka cheese plant while it evaluated plans for the

resumption of operations. There has been no further impairment charge or reversal of impairment in the current period.

The plant’s assets, which are comprised primarily of land and buildings, are now for sale and included within assets held

for sale. Refer to note 1 for further information.

(b) Capital work in progress

Capital work in progress includes capital expenditure projects until they are commissioned and transferred to property,

plant and equipment. Capital work in progress of $52.4m is lower than 2022 ($102.3m) due primarily to the capitalisation

of $71.2m of work in progress spend relating to the Group’s Pokeno processing upgrade project. The dryer and wetmix

kitchen modification portion project was commissioned in July 2023. $27.7m of spend relating to the packaging line

portion of the project, which was commissioned in August 2023, remained in work in progress at 31 July 2023. The

balance of work in progress comprises of routine capital expenditure.

(c) Capitalised borrowing costs

During the year, the Group has capitalised borrowing costs amounting to $6.6m (2022: $5.6m) on qualifying assets.

Interest has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset. In

the year, borrowing costs were capitalised primarily for the Pokeno processing upgrade project.

PAGE 77 & 78ANNUAL REPORT 2023

11. INTANGIBLE ASSETS
Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the

net of the fair values of the assets and liabilities of the subsidiaries acquired. Goodwill is tested for impairment

annually and is carried at cost as established at the date of acquisition of the subsidiary, less accumulated

impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to cash-generating units (CGU) that are expected to

benefit from the business combination in which the goodwill arose. The recoverable amount of CGUs is the higher

of fair value less costs to sell and value in use. If this recoverable amount is less than the carrying amount of the

CGU an impairment loss is recognised immediately in the profit and loss, and it is not subsequently reversed.

Brands

Purchased brands have been assessed as indefinite life intangible assets, after considering factors such as the

expected use of the assets, the period of legal control, the typical product life cycle of these assets, the industry in

which the assets are operating, and the level of maintenance expenditure required. Purchased brands are initially

recognised at fair value if acquired as part of a business combination, and are tested for impairment annually, or

more frequently if there are any indicators of impairment, on the same basis as goodwill.

Patents, trademarks and other rights

Separately acquired patents, trademarks, and other rights are shown at historical cost. Patents, trademarks,

and other rights have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is

calculated using the straight-line method to allocate the cost of patents, trademarks, and other rights over their

estimated useful lives of 4 to 20 years.

Computer software

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design, testing, and implementation of identifiable and

unique software products controlled by the Group are recognised as intangible assets. Amortisation is calculated

using the straight-line method to allocate the cost of computer software over an estimated useful life of 4 years to

10 years.

New Zealand Units (NZU)

New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme.

The units are measured at cost and expensed on a first-in first-out basis. Units are surrendered during the year to

meet our obligations under the New Zealand Emissions Trading Scheme.

10. BIOLOGICAL ASSETS

Biological assets comprise livestock (dairy cows) and are measured at fair value less costs to sell at both initial

recognition and at the end of each reporting period. Changes in the fair value of biological assets are recognised in

profit or loss. The fair value of biological assets is determined by an independent valuer with reference to local area

market prices at the end of each reporting period. The fair value measurement of livestock is facilitated by grouping

livestock by age and type. All of the Group’s biological livestock assets are classified as bearer biological assets.

20232022

$’000$’000

Balance as at 1 August3,892-

Purchases9293,334

Births, deaths, and other movements85-

Sales(816)-

Gain/(loss) arising from changes in fair value less selling costs(184)558

Balance as at 31 July3,9063,892

As at 31 July 2023 there were 2,372 dairy cows on hand (2022: 1,851). The dairy cows are used for the purposes of

producing milk to be consumed in the Group’s milk processing operations.

PAGE 79 & 80ANNUAL REPORT 2023

Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether

there is any indication of impairment.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount.

A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other

assets and groups.

Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill

allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a

pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the

asset.

Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss

has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates

used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or

amortisation, if no impairment loss has been recognised. An impairment loss in relation to goodwill is not reversed.

11. INTANGIBLE ASSETS (CONTINUED)

GoodwillBrandsPatents,

trademarks

and other

intangibles

Computer

software

Intangibles

in progress

New

Zealand

Units

Total

$’000$’000$’000$’000$’000$’000$’000

Cost

Balance as at 1 August 202164,18916,5692,01515,23031,65810,057139,718

Additions----31,6017,53239,133

Reclassification/transfer--2631,077(1,340)--

Disposals---(891)--(891)

Surrenders-----(2,407)(2,407)

Balance as at 31 July 202264,18916,5692,27815,41661,91915,182175,553

Balance as at 1 August 202264,18916,5692,27815,41661,91915,182175,553

Additions----12,877-12,877

Reclassification/transfer--6,42767,791(74,164)-54

Disposals---(4,787)(39)(1,302)(6,128)

Surrenders-----(2,979)(2,979)

Transfer to assets held for sale(58,163)(16,569)(91)(1,359)--(76,182)

Balance 31 July 20236,026-8,61477,06159310,901103,195

Accumulated amortisation

Balance as at 1 August 2021--1,06611,120--12,186

Amortisation (note 4)--3722,460--2,832

Disposals---(813)--(813)

Balance 31 July 2022--1,43812,767--14,205

Balance 1 August 2022--1,43812,767--14,205

Amortisation (note 4)--4167,711--8,127

Disposals---(4,785)--(4,785)

Transfer to assets held for sale--(47)(883)--(930)

Balance as at 31 July 2023--1,80714,810--16,617

Carrying amounts

Year ended 31 July 2022

Current-----2,6922,692

Non-current64,18916,5698402,64961,91912,490158,656

Closing net book value64,18916,5698402,64961,91915,182161,348

Year ended 31 July 2023

Current-----2,8052,805

Non-current6,026-6,80762,2515938,09683,773

Closing net book value6,026-6,80762,25159310,90186,578

The decrease in intangibles in progress is due to the capitalisation of the group’s ERP system on 1 August 2022 and

SAMR license on 6 June 2023. The ERP system is being depreciated over a useful life of 10 years and the SAMR license

over a useful life of 4 years.

During the year, excess NZUs with a cost of $1.3m were sold for proceeds of $3.1m, resulting in a gain of $1.8m which is

included in other income.

PAGE 81 & 82ANNUAL REPORT 2023

(a) Impairment tests for indefinite life intangibles
As at 31 July 2023 the Group has determined that there is no impairment of any CGU’s containing goodwill.

For the purposes of goodwill impairment testing, goodwill has been allocated to two CGU groups; the Synlait Milk CGU

(nutritionals, ingredients, fresh milk, UHT milk products) and Dairyworks CGU (cheese, butter).

At 31 July 2023, $58.2m (2022: $58.2m) of goodwill and $16.6m (2022: $16.6m) of brand assets were allocated to the

Dairyworks CGU and included within assets held for sale. $6.0m (2022: $6.0m) of goodwill and $nil (2022: $nil) of brand

assets were allocated to the Synlait Milk CGU.

The value-in-use calculation uses five-year future cash flows based on Board approved business plans and is discounted

based on a CGU specific weighted average cost of capital (WACC) as determined by an independent third party. Based

on projected future cash flows, the Group has determined that the recoverable amount of each CGU exceeds its carrying

amount and therefore goodwill is not impaired. The business plans were modelled using the following key assumptions:

20232022

Synlait CGU

Annual revenue growth rates within forecast operating cashflow3.9% - 11.8%1.3% - 11.8%

Allowance for increase in expenses within forecast operating cash flow1.5% - 8.8%0.8% - 8.2%

Post-tax discount rate9.2%8.1%

Pre-tax discount rate11.8%10.4%

Terminal growth rate2.0%2.0%

Dairyworks CGU

Annual revenue growth rates within forecast operating cashflow3.7% - 7.9%4.2% - 21.9%

Allowance for increase in expenses within forecast operating cashflow0.7% - 8.1%3.7% - 22.0%

Post-tax discount rate8.6%7.5%

Pre-tax discount rate11.5%9.5%

Terminal growth rate2.0%2.0%

20232022

Annual revenue growth rates5.1% - 12.6%4.9% - 22.1%

Allowance for increase in expenses2.0% - 4.0%2.0% - 4.0%

Royalty rate3.75% - 4.25%3.75% - 4.25%

Pre-tax discount rate13.5%11.5%

Terminal growth rate2.0%2.0%

Change in key assumptionDecrease in headroom

0.5% increase in discount rate($109.1m)

1% decrease in terminal growth rate($155.7m)

15% reduction within forecast operating cash flow($356.6m)

The range of annual revenue growth rates and allowance for increase in expenses is primarily attributable to the impact

of higher commodity prices and resulting sales prices and reflect past experience and management's future expectations

for the business. The terminal growth rate reflects the long term expected growth rate for New Zealand.

At 31 July 2023 the recoverable amount of the Synlait CGU exceeded its carrying amount by $373.4m. The Group has

carried out a sensitivity analysis and determined the following changes in key assumptions in isolation across the entire

forecast period to be reasonably possible:

The Group has carried out a sensitivity analysis and believes that any reasonably possible change in the key assumptions

would not cause the carrying amount of the brands to exceed or be near to their recoverable amount.

11. INTANGIBLE ASSETS (CONTINUED)

For the Dairyworks CGU any reasonably possible change in the key assumptions would not cause the carrying amount of

the Dairyworks CGU to exceed or be near to its recoverable amount.

Indefinite life intangibles, which is comprised entirely of brands, have been tested using the relief from royalty method.

Brand royalty rates for the year ended 31 July 2023 are based on a percentage of revenue. The impairment testing was

modelled using the following key assumptions:

PAGE 83 & 84ANNUAL REPORT 2023

12. LEASES
Measurement of right-of-use assets and lease obligations

Right-of-use assets are initially measured equal to the corresponding present value of the remaining lease liability.

Subsequent additions are measured at the initial amount of the lease obligation adjusted for any lease payments

made at, or before, the commencement date, plus any initial direct costs incurred, less any lease incentives

received.

The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or

the useful life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU

asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease

obligation.

Measurement of lease obligations

The lease obligation is initially measured at the present value of lease payments remaining at the lease

commencement date, discounted using the Group’s incremental borrowing rate. Lease payments included in the

measurement of the lease obligation, when applicable, may comprise fixed payments, variable payments that

depend on an index or rate, amounts expected to be payable under a residual value guarantee and the exercise

price under a purchase, extension or termination option that the Group is reasonably certain to exercise.

The lease obligation is subsequently measured at amortised cost using the effective interest method. It is

remeasured when there is a change in future lease payments arising from a change in an index or rate, if there

is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or

if the Group exercises a purchase, extension or termination option. When the lease obligation is remeasured, a

corresponding adjustment is made to the carrying amount of the ROU asset.

The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of

twelve months or less or for leases of low-value assets. Payments associated with these leases are recognised as

an operating expense on a straight-line basis over the lease term within costs and expenses on the consolidated

income statement. The Group has also elected to apply a single discount rate to portfolios of leases with

reasonably similar characteristics.

BuildingsPlant and

equipment

Total

Right-of-use assets$’000$’000$’000

Cost

Balance as at 1 August 202118,2891,38919,678

Additions and acquisitions9,0251859,210

Additions through sale and leaseback11,390-11,390

Sale and leaseback adjustment(5,186)-(5,186)

Disposals(1,065)(342)(1,407)

Foreign exchange differences50-50

Balance as at 31 July 202232,5031,23233,735

Balance as at 1 August 202232,5031,23233,735

Additions and acquisitions34,4222,25836,680

Sale and leaseback adjustment(167)-(167)

Disposals-(276)(276)

Foreign exchange differences(38)-(38)

Transfer to assets held for sale(16,952)(1,440)(18,392)

Balance as at 31 July 202349,7681,77451,542

Accumulated Depreciation

Balance as at 1 August 20215,1285325,660

Sale and leaseback adjustment(432)-(432)

Disposals(1,065)(304)(1,369)

Depreciation4,2973464,643

Foreign exchange differences28-28

Balance as at 31 July 20227,9565748,530

Balance as at 1 August 20227,9565748,530

Sale and leaseback adjustment(519)-(519)

Disposals-(183)(183)

Depreciation5,3586456,003

Foreign exchange differences(33)-(33)

Transfer to assets held for sale(3,961)(499)(4,460)

Balance as at 31 July 20238,8015379,338

Carrying amounts

Balance as at 31 July 202224,54765825,205

Balance as at 31 July 202340,9671,23742,204

In May 2023, the Group entered into a lease for a warehouse premises located at 9 Jerry Green Street in Auckland.

The warehouse will be used to meet storage requirements for new Advanced Nutrition products launching in the 2024

financial year and to consolidate Auckland warehouse operations, allowing for the surrender of an existing lease located

at 81 Westney Road. The lease term is for 9 years with annual payments of $4.7m increasing at a rate of 3.5% annually.

The lease has resulted in the recognition of a $34.4m right of use asset and corresponding lease liability determined by

applying an incremental borrowing rate of 7.6%.

PAGE 85 & 86ANNUAL REPORT 2023

20232022
$’000$’000

Lease obligations

Contractual, undiscounted cash flows associated with the Group’s lease obligations are as follows:

Within one year8,2545,718

Between one and five years27,81720,668

Beyond five years26,3159,301

Total undiscounted lease obligations62,38635,687

Discounted lease obligations recognised on the Group’s consolidated balance sheet are as follows:

Current5,2004,301

Non-current41,69324,750

Total discounted lease obligations46,89329,051

Interest expense on lease obligations for the year ended 31 July 2023 was $2.2m (2022: $0.7m) and is included in

finance expense. Operating lease expense relating to short-term and low-value leases not included in the measurement

of lease obligations for the year ended 31 July 2023 is $1.3m (2022: $1.4m). The Group’s weighted average cost of

borrowing at 31 July 2023 was 7.00% (2022: 5.13%).

DEBT AND EQUITY

The debt and equity section gives information about the Group’s capital

structure and financing costs related to this structure. This section includes

the following notes:

13 Finance Income and Expenses 89

14 Loans and Borrowings 90

15 Other Non-current Liabilities 93

16 Share Capital 94

17 Share Based Payments 96

18 Reserves and Retained Earnings 98

12. LEASES (CONTINUED)

PAGE 87 & 88ANNUAL REPORT 2023

13. FINANCE INCOME AND EXPENSES
Interest income is recognised using the effective interest method. When a loan or receivable is impaired, the Group

reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the

original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest

income on impaired loans and receivables is recognised using the original effective interest rate.

Interest expense on borrowings, bank and facility fees and transaction costs are recognised in the income

statement over the period of the borrowings, using the effective interest rate method, unless such costs relate

to funding capital work in progress. Interest expense on lease obligations are also recognised in the income

statement in accordance with NZ IFRS 16.

20232022

$’000$’000

Interest income on loans and deposits281159

Total finance income281159

Interest and facility fees(34,533)(20,783)

Capitalised borrowing costs6,6495,592

Interest on leases(1,447)(662)

Total finance expenses(29,331)(15,853)

Loss on derecognition of financial assets(5,771)(2,264)

Net finance costs(34,821)(17,958)

14. LOANS AND BORROWINGS

Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing

liabilities are subsequently carried at amortised cost; any difference between the proceeds (net of transaction

costs) and the redemption value is recognised in the profit and loss component of the statement of comprehensive

income over the period of the borrowings using the effective interest method.

20232022

Drawn facility

amount

Transaction

costs

Carrying

amount

Drawn facility

amount

Transaction

costs

Carrying

amount

$’000$’000$’000$’000$’000$’000

Working capital facility NZD46,071-46,071---

Working capital facility USD64,403-64,40358,885-58,885

Revolving credit facility133,333(80)133,253---

Current liabilities243,807(80)243,72758,885-58,885

Retail bonds180,000(1,002)178,998180,000(1,692)178,308

Revolving credit facility---117,500(216)117,284

Non-current liabilities180,000(1,002)178,998297,500(1,908)295,592

Total loans and borrowings423,807(1,082)422,725356,385(1,908)354,477

(a) Terms of loans and borrowings

The revolving credit facility and working capital facility within the Group are secured under the terms of the General Security

Deed dated 26 June 2013, by which all present and future property is secured to the ANZ Bank and Bank of New Zealand.

The Group facilities include:

• A secured revolving credit facility (Facility A) of NZD $33.3m maturing 1 October 2023.

• A secured revolving credit facility (Facility B) of NZD $50m maturing 1 October 2023.

• A secured revolving credit facility (Facility C) of NZD $50m maturing 1 October 2023.

• A secured working capital facility of NZD $250m maturing 1 October 2023.

Facilities B and C are Environmental, Social, and Governance (ESG) linked loans. These facilities are eligible for lower interest

rates if the Group achieves ESG targets and higher rates if it falls short of targets.

PAGE 89 & 90ANNUAL REPORT 2023

Subsequent to year end, the Group refinanced its syndicated banking facilities. Changes to funding arrangements include:
• Bank of China, China Construction Bank, HSBC, and Rabobank have been introduced to the syndicate. ANZ Bank

remains in the syndicate with BNZ Bank removed.

• Working capital facility of NZD $240m, maturing 1 October 2024, together with an NZD $10m on-demand bilateral

facility. This facility is a seasonal facility where the facility limit changes at several times during the term of the facility.

• Revolving credit facilities of NZD $230m. These facilities also step down over time with maturity dates between

31 July 2024 and 1 October 2025.

In addition, the Group is required to make a prepayment of the higher of any Dairyworks sales proceeds or $130m by no later

than 31 March 2024.

The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility

arrangements. Due to a decrease in forecast demand for Advanced Nutrition products, the Group obtained amendments to

certain covenants in April 2023. These amendments are detailed in the following section. The Group met the amended and

all other externally imposed capital requirements for the twelve months ended 31 July 2023.

The following summarises banking covenants which were in place for the year ended 31 July 2023:

1. Total shareholder funds of no less than $600.0m at all times.

2. Working capital ratio of no less than 1.5x at all times.

3. Interest cover ratio of no less than 2.25x (3.0x prior to amendment) on 31 July 2023.

4. Leverage ratio of no greater than 5.5x (4.0x prior to amendment) on 31 July 2023.

5. Senior leverage ratio of no greater than 3.5x (3.5x prior to amendment) on 31 July 2023.

The financial covenants for the 2024 financial year under the recently executed facilities agreement are:

1. Total shareholder funds of no less than $600.0m at all times.

2. Working capital ratio of no less than 1.5x at all times.

3. Interest cover ratio of no less than 2.25x for the 31 July 2024 reporting date, increasing to 3.0x for the 31 July 2025

reporting date.

4. Leverage ratio of no greater than 3.5x for the 31 July 2024 reporting date, decreasing to no greater than 3.25x on and

from 31 July 2025 reporting date.

5. Senior leverage ratio of no greater than 2.25x for 31 July 2024 reporting date.

Nominal interest rates

Nominal interest

rate %

Financial year of

maturity

Carrying

amount 2023

Carrying amount

2022

Secured revolving credit facility (Facility A, B & C) – ANZ/BNZ7.38%2024133,333117,500

Secured working capital facility – ANZ/BNZ – USD6.70%202464,40358,885

Secured working capital facility – ANZ/BNZ – NZD7.37%202346,071-

Subordinated retail bonds3.83%2025180,000180,000

The nominal interest rate is calculated by adding the BKBM rate for NZD facilities, US SOFR rate for USD facilities and

the applicable margin rate. It excludes line fees and swap costs. Nominal interest rate for the subordinated retail bonds

excludes transaction costs.

Retail Bonds

Borrowings under the retail bond programme are supported by a Master Trust Deed and supplemented by the Series

Supplement entered into between the Group and the New Zealand Guardian Trust Company Limited. The retail bonds are

unsecured and subordinated and mature on 17 December 2024. At 31 July 2023, the retail bond had a fair value of $158.8m

(2022: $164.2m), based on NZX Debt Market valuation (NZDX).

14. LOANS AND BORROWINGS (CONTINUED)

PAGE 91 & 92ANNUAL REPORT 2023

16. SHARE CAPITAL
Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a

deduction from the proceeds.

During the reporting period, no new ordinary shares were granted to participants of the Group’s Long Term Incentive

scheme as a result of share rights that were granted under the scheme vesting and being converted to ordinary shares

(2022: $nil). Shares issued in the prior year to participants were at no cost. Refer to note 17 for further information.

No other shares were issued in the period.

2023 Shares2022 Shares20232022

$’000$’000

Ordinary shares

On issue at beginning of period218,581,661218,581,661464,774464,774

Issue of share capital under employee share plans----

On issue at end of period218,581,661218,581,661464,774464,774

(b) Ordinary shares

All issued shares are fully paid and have no par value. Ordinary shares are entitled to one vote per share at meetings of

Synlait Milk Limited. All ordinary shares rank equally with regard to Synlait Milk Limited’s residual assets.

None of the above shares are held by the Group or its subsidiaries.

15. OTHER NON-CURRENT LIABILITIES

The Group records liabilities for make-good obligations, such as those which arise upon the end of a building

lease, in the period a reasonable estimate can be made. The liability is determined using estimated future costs

and discounted using an appropriate discount rate. On initial recognition, the carrying value of the liability is added

to the carrying amount of the associated asset and depreciated over its useful life or expensed when there is no

related asset. The liability is accreted over time through charges to finance expense and reduced by actual costs

of settlement. Make-good liabilities are reviewed annually and changes to estimates result in an adjustment of the

carrying amount of the associated asset or, where there is no asset, they are credited or charged to profit or loss

Make-good liabilities are discounted at the risk-free rate at the balance date and accreted over time through

periodic charges to profit or loss. The liabilities are reduced by actual costs of settlement.

20232022

$’000$’000

Make-good liability

Balance as at 1 August2,550-

Liabilities recognised-2,473

Accretion12277

Change in estimates(166)-

Balance as at 31 July2,5062,550

The make-good liability relates to future costs to be incurred with respect to the lease of the Group’s Auckland blending

and canning premises. The total undiscounted amount of the estimated cash flows required to satisfy this obligation is

$3.9m (31 July 2022: $3.6m). The obligation has been discounted using an interest rate of 5.74% (31 July 2022: 3.75%).

(a) Share capital

PAGE 93 & 94ANNUAL REPORT 2023

(d) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by

dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the

period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares

outstanding to include the effects of all potential dilutive shares.

Total basic EPS for the 2023 financial period was (1.96) cents (2022: 17.62 cents) of which 4.51 cents related to

discontinuing operations (2022: (0.85) cents). Diluted EPS for the 2023 financial period was (1.96) cents (2022: 17.58) of

which 4.51 cents related to discontinuing operations (2022: (0.84) cents). Weighted average shares outstanding for the

2023 financial period was 218,581,661 (2022: 218,581,661). Weighted average shares outstanding, adjusted for potentially

dilutive shares for the 2023 financial period was 219,251,184 (2022: 219,082,925).

(c) Capital risk management

The Group’s capital includes share capital, retained earnings and reserves.

The Group’s policy is to maintain a sound capital base so as to maintain investor and creditor confidence and

to sustain future development of the business. The impact of the level of capital on shareholders’ return is also

recognised and the Group recognises the need to maintain a balance between the higher returns that might be

possible with greater gearing and the advantages and security afforded by a sound capital position.

The Group is subject to various security ratios within the bank facilities agreement.

17. SHARE BASED PAYMENTS

(a) LTI share scheme

Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which can be converted into

Ordinary Shares in Synlait Milk Limited in three financial years’ time provided performance hurdles have been

met during the assessment period (the date of award of the PSRs plus three financial years). The number of PSRs

granted to participants is set at one quarter of their base salary divided by Synlait Milk Limited’s share price on the

date of the award of the PSRs.

The PSRs consist of 50% Total Shareholder Return Rights (“TSR Rights”) and 50% Earnings Per Share Rights (“EPS

Rights”). The vesting for both TSR Rights and EPS Rights is determined in accordance with progressive vesting

scales.

Synlait Milk Limited’s TSR must be greater than or equal to the 50th percentile of the constituents of the TSR Peer

Group over the assessment period for 50% of the TSR Rights to vest, scaled so that 100% of the TSR Rights vest

if Synlait Milk Limited’s TSR equals or exceeds the 75th percentile of the TSR Peer Group over the assessment

period. The TSR Peer Group is determined as at the date of award of the PSRs.

If Synlait Milk Limited’s EPS over the assessment period equals a Board approved EPS target, 50% of the EPS

Rights vest, scaled so that 100% of the EPS Rights vest if Synlait Milk Limited’s EPS over the assessment period

equals the Board approved EPS target plus 10%.

For either performance hurdle to be met, Synlait Milk Limited’s TSR must be positive over the assessment period.

No exercise price is payable upon exercise of a PSR, Synlait Milk Limited’s ordinary shares being delivered to a

participant for nil consideration. The LTI share scheme is an annual scheme with PSRs granted to Board approved

participants each year, noting however that the annual award is assessed over a three-year period.

16. SHARE CAPITAL (CONTINUED)

PAGE 95 & 96ANNUAL REPORT 2023

The table below sets out the movement in LTI share scheme PSR’s during the year:
20232022

Outstanding 1 August521,602380,102

Granted during the year462,634371,889

Forfeited during the year(346,989)(230,389)

Exercised during the year--

Total637,247521,602

2023 PSRs2022 PSRs

Risk free rate3.48%2.34%

Volatility35.00%40.00%

Share price at entitlement date ($)3.273.70

Share price at grant date ($)3.263.40

Total value of options granted at grant date ($000’s)962712

20232022

$’000$’000

Expenses/(recoveries) for equity settled share based payment transactions1115

The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte

Carlo simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded, along

with key assumptions, are listed below:

The estimated value of the PSRs is amortised over the vesting period from grant date.

(b) Expenses arising from share based payment transactions

Total expenses arising from share based payment transactions recognised during the period as part of employee benefit

expense were as follows:

During the period, no new ordinary shares were granted to participants of the LTI scheme. See note 16 for further detail.

18. RESERVES AND RETAINED EARNINGS

(a) Retained earnings

Movements in retained earnings were as follows:

20232022

$’000$’000

Balance 1 August332,078293,555

Net profit/(loss) for the year(4,292)38,523

Balance 31 July327,786332,078

(b) Nature and purpose of reserves

(i) Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow

hedging instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged

transactions that have not yet occurred.

(ii) Employee benefits reserve

The current year movement in the employee benefits reserve of ($0.1m) (2022: $0.1m) is comprised of the cumulative

share based payment expense for share options not yet vested of $0.2m (2022: $0.3m), vesting / lapsing of rights during

the period of ($0.2m) (2022: ($0.2m)) and related movements in deferred tax balances of ($0.1m) (2022: $nil).

(c) Dividends

No dividends were declared by the Group during the year.

17. SHARE BASED PAYMENTS (CONTINUED)

PAGE 97 & 98ANNUAL REPORT 2023

FINANCIAL RISK
MANAGEMENT

The financial risk management section presents information about the Group’s

financial risk exposures and the financial instruments used to mitigate this.

This section includes the following notes:

19 Financial Risk Management 100

20 Financial Instruments 108

19. FINANCIAL RISK MANAGEMENT

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,

foreign exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps and

commodity derivative contracts.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk

and commodity price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses

on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial

performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Market risk

Foreign exchange risk

The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars.

The Group is also exposed to foreign currency risk on the purchase of raw materials for production and capital

equipment purchases from overseas. The Group enters into derivative arrangements in the ordinary course of

business to manage foreign currency risk. These instruments include forward exchange contracts, option collars

and vanilla options. These instruments enable the Group to mitigate the risk the variable exchange rates present to

future cash flows for sales receipts or purchases by fixing or limiting the exchange rate at which these cash receipts

or payments are exchanged into NZ dollars.

In relation to foreign exchange contracts that are entered into based on forecast cash receipts or payments,

variability in the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the

risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into

the future the exposure exists given the increasing uncertainty of cash flows. Additionally, the Group’s policy is that

the proportion of risk exposure to be hedged changes on a monthly basis in response to the movement in market

rates.

As at 31 July 2023, the Group has hedged 49% of its exposure to forecast foreign exchange risk on USD sales. As

at 31 July 2023, the Group has hedged 20% of its exposure to forecast foreign exchange risk on USD purchases.

The Group hedges foreign exchange risk over the following 2 years from balance date.

PAGE 99 & 100ANNUAL REPORT 2023

Interest rate risk
Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market

interest rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.

The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to

fixed interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based

on forecast debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate

the risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further

into the future the exposure exists given the increasing uncertainty of cash flows.

The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken. The

policy requires the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within 3 years, 20%

to 60% of the risk that matures between 3 and 5 years, and 0% to 40% of the risk that matures between 5 and 10

years.

Commodity Price Risk

Dairy commodity price risk is the risk of volatility in profit and loss from the movement in dairy commodity prices to

which the Group may be exposed. Volatility in global dairy commodity prices can have an adverse impact on the

Groups earnings and milk price by eroding selling prices and increasing input costs.

The Group primarily manages its dairy commodity price risk by:

• Determining the most appropriate mix of products to manufacture based on the milk supply curve and global

demand for dairy products;

• Governing the length and terms of sales contracts so that sales revenue is reflective of current market prices

and is, where appropriate, linked to Global Dairy Trade (GDT) prices; and

• Using commodity derivative contracts to manage sales price volatility caused by fluctuations in GDT prices.

The Group has a Board approved treasury policy that sets the parameters under which commodity cover is to be

taken, including permitted derivative types and volume limits.

Market risk

(i) Foreign exchange risk

The Group’s exposure to foreign currency risk at the reporting date was as follows:

20232022

USDAUDEURRMBUSDAUDEURRMB

$’000$’000$’000$’000$’000$’000$’000$’000

Trade receivables42,385-19-46,9893,37577-

Trade payables(4,432)(269)(860)(471)(554)(880)--

Working capital facility(40,023)---(37,036)---

Total(2,070)(269)(841)(471)9,3992,49577-

19. FINANCIAL RISK MANAGEMENT (CONTINUED)

Credit risk

The Group’s exposure to credit risk is mainly influenced by its customer base and banking counterparties. The

Group has a credit policy in place under which each new customer is rigorously analysed for credit worthiness.

Investments and derivatives are only entered into with reputable financial banks.

Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.

Liquidity risk

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

its liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk. The Group has

negotiated banking facilities sufficient to meet its medium-term facility requirements.

The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines

of credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.

PAGE 101 & 102ANNUAL REPORT 2023

20232022
Weighted average

interest rate

Nominal

balance

Weighted average

interest rate

Nominal

balance

%$’000%$’000

Less than 1 year4.20%30,0004.36%40,000

1 to 2 years3.54%15,0004.20%30,000

2 to 3 years3.56%10,0003.54%15,000

3 to 4 years--3.56%10,000

(ii) Interest rate risk

As at the reporting date, the Group had the following interest rate swap contracts outstanding:

The above balances include forward start swap contracts for various periods and do not necessarily reflect the current

active contracts held at any one point in time.

In managing interest rate risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.

Over the longer term, however, changes in interest rates will have an impact on profit.

20232022

Weighted average

exchange rate

Nominal

balance

Weighted average

exchange rate

Nominal

balance

$’000$’000

USD

Exports

Less than 1 year0.6301538,0000.6755468,165

1 to 2 years0.6007132,0000.6459364,500

Imports

Less than 1 year0.6349(35,260)0.6540(31,464)

1 to 2 years--0.6416(500)

AUD

Exports

Less than 1 year--0.92329,745

EUR

Imports

Less than 1 year--0.6058(1,088)

The Group’s exposure to foreign currency in the period ended 31 July 2023 is limited to its sales of dairy products,

purchases of raw materials for production and capital equipment purchases. As at the reporting date, the Group had the

following foreign exchange derivative instruments outstanding in respect of future foreign currency transactions:

19. FINANCIAL RISK MANAGEMENT (CONTINUED)

Post-tax impact on the

Income statement

Post-tax impact on cash

flow hedge reserve (equity)

2023202220232022

$’000$’000$’000$’000

Interest rates

100 basis point increase in interest rate(3,431)(3,079)285515

100 basis point decrease in interest rate3,4313,079(290)(528)

Foreign exchange rates

5% increase in exchange rate175(611)33,75141,772

5% decrease in exchange rate(194)676(37,288)(46,190)

(iv) Commodity derivatives

During the reporting period the Group entered into a small number of commodity derivative contracts to further support

the Group’s existing financial risk management strategy. The movement in the fair value of the commodity derivatives is

included within the cash flow hedge reserve.

(iii) Sensitivity analysis

The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of

changing interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the

financial instrument outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one input

whilst keeping the others constant.

PAGE 103 & 104ANNUAL REPORT 2023

Liquidity risk
The total repayments and associated maturity of financial liabilities as at balance date is reported below:

Less than

12 months

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

Total

$’000$’000$’000$’000$’000

At 31 July 2023

Working capital facility110,474---110,474

Trade and other payables280,954---280,954

Loans and borrowings133,333180,000--313,333

Derivative financial instruments26,862---26,862

Lease liabilities5,2004,84813,79323,05246,893

Total556,823184,84813,79323,052778,516

At 31 July 2022

Working capital facility58,885---58,885

Trade and other payables323,123---323,123

Loans and borrowings-117,500180,000-297,500

Derivative financial instruments55,94120,573--76,514

Lease liabilities5,7185,57215,0969,30135,687

Total443,667143,645195,0969,301791,709

Hedging instruments used

In cash flow hedges

Nominal

amount

Carrying amountHedge accounted

amounts in cash

flow reserve

Total cash flow

hedge reserve

AssetsLiabilities Intrinsic value

$’000NZD$’000NZD$’000NZD$’000NZD$’000

At 31 July 2023

Foreign exchange risk

Foreign exchange contracts (USD)634,71022,110(26,862)(4,752)(4,752)

Interest rate risk

Interest rate swaps (NZD)30,000656-656656

Commodity price risk

Dairy commodity futures-----

Total22,766(26,862)(4,096)(4,096)

31 July 2022

Foreign exchange risk

Foreign exchange contracts (USD)800,7017,331(75,723)(68,392)(68,392)

Foreign exchange contracts (AUD)9,74570(372)(302)(302)

Foreign exchange contracts (EUR)1,088-(24)(24)(24)

Interest rate risk

Interest rate swaps40,00036(395)(359)(359)

Commodity price risk

Dairy commodity futures12,866754-610610

Total8,191(76,514)(68,467)(68,467)

Cash flow hedges

The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in

accounting policy section of this note.

Hedging instruments are located within the derivative financial instruments line items in the statement of financial

position, classified as assets or liabilities, current or non-current.

19. FINANCIAL RISK MANAGEMENT (CONTINUED)

PAGE 105 & 106ANNUAL REPORT 2023

20232022
Effects of cash flow hedges on

statement of comprehensive

income

Hedging gains/(losses)

recognised in other

comprehensive income

Hedge ineffectiveness

recognised in profit

or loss

Hedging gains/(losses)

recognised in other

comprehensive income

Hedge ineffectiveness

recognised in profit

or loss

$’000$’000$’000$’000

Foreign exchange risk

Cash and cash equivalents64,001-(83,127)-

Interest rate risk

Interest rate swaps1,014-3,092-

Commodity price risk

Dairy commodity futures(603)(7)212122

Total64,412(7)(79,823)122

Impact to reserves in equity

The impact of the Group’s hedge accounting policies on the reserves in equity is presented in the table below:

20232022

Hedge reserves$’000$’000

Opening balance(49,296)8,089

Movements attributable to cashflow hedges:

Change in value of effective derivative hedging instruments20,646(77,916)

Reclassifications to the income statement as hedged transactions occurred43,759(1,785)

Tax (expense)/credit(18,033)22,316

Total movement46,372(57,385)

Closing balance(2,924)(49,296)

19. FINANCIAL RISK MANAGEMENT (CONTINUED)

Hedge ineffectiveness is included within the finance expenses line of the income statement.

20. FINANCIAL INSTRUMENTS

Classification

The Group classifies its financial assets in three categories: at amortised cost, at fair value through other

comprehensive income and at fair value through profit or loss. The classification of financial assets depends on the

business model within which the financial asset is held and its contractual cash flow characteristics.

The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit

or loss.

(i) Financial instruments at amortised cost

Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial

assets for collecting cash flows and the contractual terms give rise on specified dates to cash flows that are

solely payments of principal and interest.

The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable

and other receivables as financial assets measured at amortised cost, except for receivables from customers

who participate in the Group’s receivables purchase agreements which are classified as financial assets

measured at fair value through profit and loss (FVPL).

Financial liabilities are classified as measured at amortised cost using the effective interest method, with the

exception of those classified at fair value.

The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as

financial liabilities measured at amortised cost.

(ii) Financial instruments at fair value through other comprehensive income (“FVOCI”)

The Group has elected to designate certain investments in equity instruments that are not held for trading as

FVOCI at initial recognition and to present gains and losses in other comprehensive income. Dividends earned

from such investments are recognised in profit or loss.

(iii) Financial instruments at fair value through profit or loss (“FVPL”)

Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI are

classified as FVPL.

Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.

PAGE 107 & 108ANNUAL REPORT 2023

Recognition and measurement
The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions

of the instrument.

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group

commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all

financial assets not classified at fair value through profit or loss. Financial assets carried at fair value through profit

or loss are initially recognised at fair value, and transaction costs are expensed in the profit and loss.

Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and foreign

exchange gains or losses are recognised in profit or loss. On derecognition, any gain or loss is recognised in profit

or loss. Financial liabilities subsequently measured at amortised cost are measured using the effective interest

method.

Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in

other comprehensive income. Dividends earned from such investments are recognised in profit or loss.

Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.

A key judgement is the assessment that substantially all the risks and rewards of ownership have been transferred

in the derecognition of financial assets.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have

been transferred and the Group has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.

Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for

disclosure purposes.

As the Group’s financial instruments, with the exception of retail bonds, are not traded in active markets their fair

value is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that

are based on market conditions existing at each balance date.

All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13,

with the exception of the retail bonds, which are included in level 1. The retail bonds are listed instruments on the

NZDX and the Group is satisfied there is sufficient trading in these instruments to qualify as an active market.

20. FINANCIAL INSTRUMENTS (CONTINUED)

The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date.

The fair value of foreign exchange option agreements is determined using forward exchange rates at balance date.

The fair value of interest rate swaps is determined using forward interest rates as at reporting date. The fair value of

commodity derivatives is determined using NZX settlement prices.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when

there is a current legally enforceable right to offset the recognised amounts and there is an intention to settle

on a net basis or realise the asset and settle the liability simultaneously. There are master netting agreements in

place for derivative financial instruments held, however these instruments have not been offset in the statement of

financial position as they do not currently meet the criteria for offset.

Impairment of financial assets

The Group has adopted the expected credit loss (“ECL”) model. For further detail please refer to note 6. The Group

assesses whether there is evidence that a financial asset or group of financial assets is impaired, with the exception

of assets that are fair valued through profit or loss. A financial asset or a group of financial assets can be impaired

and the impairment losses are recognised in accordance with IFRS 9. The Group continues to assess if historical

and future objective evidence of impairment exists after the initial recognition of the asset.

Derivative financial instruments – hedge accounting

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,

foreign exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps, and

commodity derivative contracts.

Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are

subsequently remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain

or loss that results from changes in fair value of the derivative is recognised in earnings immediately, unless the

derivative is designated and effective as a hedging instrument. Hedges of highly probable forecast transactions or

hedges of foreign currency risk of firm commitments are designated as cash flow hedges by the Group.

The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the

hedged item is 12 months or less from balance date, or when cash flows arising from the hedged item will occur

within 12 months or less from balance date. The full fair value of a hedging derivative is classified as a non-current

asset or liability when the remaining maturity of the hedged item is more than 12 months, and no cash flows will

occur within 12 months of balance date.

PAGE 109 & 110ANNUAL REPORT 2023

(i) Hedge accounting
The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash flow

hedges. Hedges of risk on firm commitments and highly probably transactions are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and

the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.

Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging

instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of

the hedged item.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow

hedges are recognised in other comprehensive income and accumulated as a separate component of equity

in the hedging reserve. The gain or loss relating to the ineffective portion and reclassification adjustments are

recognised immediately in profit or loss, included in revenue for foreign exchange instruments and commodity price

derivatives, and finance costs for interest rate swaps.

Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification

adjustment) in the periods when the hedged item is recognised in profit or loss, in the same line as the recognised

hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument

expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss

recognised in the hedging reserve at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative

gain or loss that was recognised in the hedging reserve is immediately recorded in profit or loss.

The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the

intrinsic value as the hedging instrument. The time value, including any gains or losses, is recognised in other

comprehensive income until the hedged transaction occurs and is recognised in profit or loss.

(iii) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instrument that does not qualify for hedge accounting are recognised immediately in the income statement.

20. FINANCIAL INSTRUMENTS (CONTINUED)

At amortised costAt fair value through

other comprehensive

income

At fair value through

profit or loss

Total

Financial assets$’000$’000$’000$’000

At 31 July 2023

Cash and cash equivalents9,290--9,290

Derivative financial instruments--22,76622,766

Trade and other receivables63,175-19,76682,941

Investment in equity-935-935

Total72,46593542,532115,932

At 31 July 2022

Cash and cash equivalents14,493--14,493

Derivative financial instruments--8,1918,191

Trade and other receivables86,061-5,03591,096

Investment in equity-110-110

Total100,55411013,226113,890

At amortised costAt fair value through

profit or loss

Total

Financial liabilities$’000$’000$’000

At 31 July 2023

Derivative financial instruments-26,86226,862

Working capital facility110,474-110,474

Lease liabilities46,893-46,893

Trade and other payables280,954-280,954

Loans and borrowings312,251-312,251

Total750,57226,862777,434

At 31 July 2022

Derivative financial instruments-76,51476,514

Working capital facility58,885-58,885

Lease liabilities29,051-29,051

Trade and other payables323,123-323,123

Loans and borrowings295,592-295,592

Total706,65176,514783,165

(a) Financial instruments by category

All derivative financial instruments are designated in effective hedge relationships.

For instruments held at amortised cost, carrying amount is considered a reasonable approximation for fair value,

with exception to the Retail Bond (the fair value of the Retail Bond is shown at note 14).

PAGE 111 & 112ANNUAL REPORT 2023

OTHER
21. INCOME TAX

Tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of

the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity,

respectively.

Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying

amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred

tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based

on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against

which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are

reduced to the extent that it is no longer probable that the related tax benefit will be realised.

New Zealand tax consolidated group

Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited and Synlait

Milk (Dunsandel Farms) Limited, form a tax consolidated group. The New Zealand Dairy Company Limited, Eighty

Nine Richard Pearse Drive Limited, Dairyworks Limited and Synlait Milk (Holdings) No.1 Limited are not members of

the tax consolidated group.

This section contains additional information regarding the performance of the

group during the financial year. This section includes the following notes:

21 Income Tax 114

22 Other Investments 118

23 Related Party Transactions 120

24 Contingencies 122

25 Commitments 122

26 Events Occurring After the Reporting Period 123

27 Other Accounting Policies 123

PAGE 113 & 114ANNUAL REPORT 2023

20232022
$’000$’000

(Restated)

(a) Income tax (expense)/benefit

Current tax expense:

Current tax on profit/(loss) for the year629150

Current tax on prior period adjustments5191,362

Total1,1481,512

Deferred tax expense:

Temporary differences5,212(7,833)

Prior year adjustments(237)(1,074)

Change in estimate-538

Total deferred tax4,975(8,369)

Income tax benefit/(expense)6,123(6,857)

(b) Reconciliation of effective tax rate

Profit/(loss) before income tax(20,267)47,230

Income tax using the Group’s domestic tax rate – 28%5,675(13,270)

Tax exempt income8816,006

Non-deductible costs(733)(385)

Total5,823(7,649)

Prior year adjustments283287

Deferred tax credit relating to change in estimate-538

Other tax effects for reconciliation between accounting profit and tax expense17(33)

Total300792

Income tax benefit/(expense)6,123(6,857)

20232022

$’000$’000

(c) Imputation credits

Imputation credits available directly and indirectly to the shareholders of the Group80,33883,000

(d) Income tax recognised in other comprehensive income

The tax credit/(charge) relating to components of other comprehensive income is as follows:

(e) Deferred taxation

The balance comprises temporary differences attributable to:

Before taxTax benefit/(expense)After tax

$’000$’000$’000

31 July 2023

Cash flow hedges64,405(18,033)46,372

Other comprehensive income64,405(18,033)46,372

31 July 2022

Cash flow hedges(79,701)22,316(57,385)

Other comprehensive income(79,701)22,316(57,385)

20232022

$’000$’000

Assets

Tax losses carried forward18,860-

Other items6,1445,717

Derivatives1,14719,171

Total deferred tax assets26,15124,888

Liabilities

Property, plant and equipment(74,702)(61,500)

Intangible assets(6,134)(5,254)

Total deferred tax liabilities(80,836)(66,754)

Total deferred tax(54,685)(41,866)

21. INCOME TAX (CONTINUED)

During the period the Group amended its accounting policy with respect to the recognition of the Research and Development

Tax Credit (“the credit”). The is credit now recognised in other income, rather than as an increase in income tax benefit/

(expense). As a result, the comparative period benefit of $2.5m has been reclassified to other income, increasing income tax

expense by a corresponding amount.

PAGE 115 & 116ANNUAL REPORT 2023

Balance
1 Aug 2021

Recognised

in profit or

loss

Recognised

in other

comprehensive

income

Recognised

directly in

equity

Prior year

adjustment

Movement

relating to

discontinued

operation

Balance

31 July

2022

$’000$’000$’000$’000$’000$’000$’000

Property, plant and equipment(55,995)(8,912)--(196)3,602(61,501)

Derivatives(3,146)-22,316---19,170

Other items4,2981,299-5125(8)5,719

Tax losses carried forward49---(49)--

Intangible assets(4,639)340--(955)-(5,254)

Total(59,433)(7,273)22,3165(1,075)3,594(41,866)

Balance

1 Aug 2022

Recognised

in profit or

loss

Recognised

in other

comprehensive

income

Recognised

directly in

equity

Prior year

adjustment

Movement

relating to

discontinued

operation

Balance

31 July

2023

$’000$’000$’000$’000$’000$’000$’000

Property, plant and equipment(61,501)(9,028)--(499)(3,673)(74,701)

Derivatives19,170-(18,033)--111,148

Other items5,719878-(5)285(732)6,145

Tax losses carried forward-18,860----18,860

Intangible assets(5,254)(5,498)--(22)4,637(6,137)

Total(41,866)5,212(18,033)(5)(236)243(54,685)

22. OTHER INVESTMENTS

Investments in associates

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling

interest, and has significant influence. Investments in associates are accounted for using the equity method and

are measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net

assets. Goodwill relating to associates is included in the carrying amount of the investment. Dividends reduce the

carrying value of the investment.

Investments in joint ventures

The Group measures its interests in joint ventures where it does not hold significant influence over the ventures

at either fair value through profit and loss (FVTPL) or fair value through other comprehensive income (FVOCI). The

determination of the measurement basis is made on an investment-by-investment basis. Investments where the

Group holds significant influence are accounted for using the equity method and are measured in the statement

of financial position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to

joint ventures is included in the carrying amount of the investment. Dividends reduce the carrying value of the

investment.

20232022

$’000$’000

Equity securities110110

Interest in joint venture825-

Total other investments935110

21. INCOME TAX (CONTINUED)

During the period the Group invested $0.8m in a public-private joint venture. The joint venture is intended to undertake

a portfolio of investments that will help accelerate delivery of biological emissions tools to all New Zealand farmers.

The Group has committed to investing a further $2.8m in the joint venture. The Group has made a one-time irrevocable

election to measure the interest in the joint venture at FVOCI.

PAGE 117 & 118ANNUAL REPORT 2023

23. RELATED PARTY TRANSACTIONS
Parent entity

Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2022: 39.01%). Bright Dairy

Holding Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples’

Republic of China.

Other related entities

In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking

facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at

market rates.

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited. New Hope Innovation (Hong Kong) Trading Company

Limited is a related entity of Sichuan New Hope Nutritionals and is engaged in the import and export of dairy foods. Main

products include whole milk powder, skim milk powder and whey powder. The company is the Hong Kong arm of the

Chinese New Hope Dairy group, New Hope Dairy.

In May 2017 Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and

Eighty Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and

canning plant in Auckland, which was subsequently sold to Synlait Milk Limited. Eighty Nine Richard Pearse Drive Limited

owned the land and buildings at which the Auckland blending and canning which were sold in a sale and leaseback

transaction in the previous period. Both The New Zealand Dairy Company Limited and Eighty Nine Richard Pearse Drive

Limited are now non-trading entities.

In May 2019, Synlait Business Consulting (Shanghai) Co., Ltd was incorporated. The wholly owned foreign entity started

operations from 1 August 2019 and the principal activity of the entity is to provide services to assist Synlait to market

products in China.

On 1 August 2019, the Group acquired selected assets and liabilities of Talbot Forest Cheese Limited. The acquirer was

a newly incorporated company, Synlait Foods (Talbot Forest) Limited. The acquisition included a cheese manufacturing

plant located in Temuka, New Zealand, capable of manufacturing a variety of cheese products. On 31 December 2020,

Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited.

On 1 April 2020, the Group acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited specialises in

the processing, packaging, and marketing of dairy products, including cheese, butter, and milk powder.

On 3 August 2020 Synlait Milk (Holdings) No.1 Limited was incorporated for the purposes of holding newly acquired land

located adjacent to the Group’s Dunsandel Operations. Synlait Milk (Holdings) No.1 Limited was previously known as

Synlait Milk (Dunsandel Farms) Limited.

22. OTHER INVESTMENTS (CONTINUED)

Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:

Equity holding


Name of entity

Country of

incorporation

Class of

shares

2023

%

2022

%

Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100

The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100

Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525

Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary100100

Synlait Milk (Holdings) No.1 Limited (Subsidiary)New ZealandOrdinary100100

Dairyworks Limited (Subsidiary)New ZealandOrdinary100100

Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary100100

Primary Collaboration New Zealand LimitedNew ZealandOrdinary1717

Primary Collaboration New Zealand (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary100100

Centre for Climate Action Joint VentureNew ZealandOrdinary2-

PAGE 119 & 120ANNUAL REPORT 2023

On 25 May 2022 Synlait Milk (Dunsandel Farms) Limited was incorporated for the purposes of dairy farming operations
on land located adjacent to the Group’s Dunsandel Operations.

Key management and personnel compensation

Other than their salaries and bonus incentives, there are no other benefits paid or due to executive leadership team

members as at 31 July 2023. The total short-term benefits paid to the key management and personnel is set out below.

20232022

$’000$’000

Short term benefits7,0956,727

Share based payments expenses (note 17)1115

20232022

$’000$’000

Purchase of goods and services

Bright Dairy and Food Co Ltd – Directors fees267311

New Hope Innovation (Hong Kong) Trading Company Limited – reimbursement of costs-582

Sale of goods and services

Bright Dairy and Food Co Ltd – sale of dairy products1,80732,671

Sichuan New Hope Nutritional Food Co. Ltd – sale of milk powder products-408

New Hope Innovation (Hong Kong) Trading Company Limited – sale of milk powder products-163

(b) Transactions with other related parties

(a) Other transactions with key management personnel or entities related to them

Information on transactions with key management personnel or entities related to them, other than compensation, are

set out below.

(i) Loans to directors

There were no loans to directors issued during the period ended 31 July 2023 (2022: $nil).

(ii) Other transactions and balances

Directors of Synlait Milk Limited own and control 2.4% of the voting shares of the company at balance date (2022: 2.4%)

(c) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with related parties other than key

management personnel:

20232022

$’000$’000

Current receivables (payables)

Bright Dairy and Food Co Ltd – sale of milk powder products609(27)

Bright Dairy and Food Co Ltd – reimbursement of costs(1,118)(1,072)

Sichuan New Hope Nutritionals Ltd – sale of milk powder products-(65)

Sichuan New Hope Nutritionals Ltd – other costs-740

25. COMMITMENTS

Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent

have been included as work in progress.

20232022

$’000$’000

Pokeno modifications7455,304

Dunsandel reverse osmosis capacity expansion-2,712

Other operational capital expenditure-3,658

Total74511,674

24. CONTINGENCIES

No significant contingent liabilities are outstanding at balance date (2022: $nil).

23. RELATED PARTY TRANSACTIONS (CONTINUED)

PAGE 121 & 122ANNUAL REPORT 2023

26. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 18 September 2023, the Group completed the refinancing of its debt facilities. Refer to note 14 for additional

information.

On 15 September 2023, the Group received notice from The a2 Milk Company purporting to cancel the exclusivity

arrangements under the Nutritional Powders Manufacturing and Supply Agreement (NPMSA) for the a2 Platinum® and

other nutritional products that the company produces. The Group disputes that The a2 Milk Company has the right to

cancel the exclusivity arrangements. The potential impact on forecast sales volumes has been considered and reflected

in the Group’s forecast financial results as well as in the five-year forecast on which goodwill and asset impairment testing

is based (refer to note 11). No significant impacts have been noted.

27. OTHER ACCOUNTING POLICIES

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and cash held on trust by Tax Management

New Zealand Ltd.

Goods and Services Tax (GST)

The profit and loss components of the statement of comprehensive income have been prepared so that all components

are stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

INDEPENDENT AUDITOR’S REPORT TO THE

SHAREHOLDERS OF SYNLAIT MILK LIMITED

Our opinion

In our opinion, the accompanying financial statements of Synlait Milk Limited (the Company), including its subsidiaries (the Group), present fairly, in

all material respects, the financial position of the Group as at 31 July 2023, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group’s financial statements comprise:

• the statement of financial position as at 31 July 2023;

• the income statement for the year then ended;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies and other explanatory information.

Basis for opinion

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

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

report.

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

Independence

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) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards

Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group that are related to our role as the Group’s auditor and in the area of a logistics review. The provision of

these other services have not impaired our independence as auditor of the Group.

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 of the current

year. These matters 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 these matters.




PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz


Independent auditor’s report

To the shareholders of Synlait Milk Limited

Our opinion

In our opinion, the accompanying financial statements of Synlait Milk Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 July 2022, its financial performance and its cash flows for the year then ended in accordance with

New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the statement of financial position as at 31 July 2022;

● the income statement for the year then ended;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other explanatory

information.


Basis for opinion

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

and International Standards on Auditing (ISAs). Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

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

opinion.

Independence

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) (PES

1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics

for Professional Accountants (including International Independence Standards) issued by the International

Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities

in accordance with these requirements.

Our firm carried out other services for the Group in the areas of unusual transaction analysis, historic

performance analysis and training services. The provision of these other services has not impaired our

independence as auditor of the Group.

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 of the current year. These matters 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 these matters.


PAGE 123 & 124ANNUAL REPORT 2023

DESCRIPTION OF THE
KEY AUDIT MATTER

Capital structure and funding

The Group’s loans and borrowings (bank borrowings and subordinated

retail bonds) as at 31 July 2023 were $422.7m (31 July 2022: $354.5m).

The higher debt levels resulted from reduced profitability and operating

cash flows due to events and conditions detailed in the going concern

note, which in turn required the Group to engage with its banking

syndicate during the year to amend certain banking covenants. The Group

has complied with its amended banking covenants as at 31 July 2023.

All of the Group’s bank borrowings were classified as current liabilities

at 31 July 2023 due to these facilities expiring on 1 October 2023. In

addition, the subordinated bonds of $180m mature on 17 December 2024.

On 18 September 2023 the Group executed new banking facilities with an

expanded banking syndicate. The facilities have a mix of one and two year

terms and limits that reduce during the facility term as outlined in note

14. In addition, the Group now has a requirement to repay the higher of

the proceeds from the proposed sale of Dairyworks or $130m by no later

than 31 March 2024. The sale of Dairyworks is considered highly probable

by the Directors and as such has been presented as a discontinued

operation in the financial statements.

The majority of new banking covenants are in line with the covenants as

at 31 July 2023. However, the leverage ratio and senior leverage ratio

reduce significantly to 3.5x and 2.25x (from 5.5x and 3.5x) respectively

on 31 July 2024. As a result, the new banking facilities therefore require

reduction over the next 12 months.

Consideration also needs to be given to the maturity of the subordinated

bonds and how this is repaid or refinanced.

On 15 September 2023, The A2 Milk Company, a key customer, notified

the Group that it was seeking to end exclusivity rights for production of its

infant milk formula products. Management did not identify any significant

impacts on the FY 24 forecasts as the risk was anticipated and considered

as part of the forecasting process.

Uncertainties exist in relation to future events and operating conditions

of the Group and its ability to repay debt in line with maturity dates and

comply with bank facility covenants. To address these uncertainties

management has prepared forecasts that consider a range of scenarios

and considered the viability of other alternative strategies to reduce

debt. The Directors concluded that, after having carefully considered the

forecast financial performance, the recently executed banking facilities,

expected compliance with covenants and capital requirements attached

to those facilities, the current stage of negotiations to sell Dairyworks and

the alternative debt reduction strategies available to them, that there are

no material uncertainties that may cast significant doubt upon the Group’s

ability to continue as a going concern.

Because of the significance of the judgements involved in these

assumptions, we have considered this to be an area of focus for the audit.

HOW OUR AUDIT ADDRESSED

THE KEY AUDIT MATTER

We considered the Group’s assessment of their ability to reduce debt in

line with the debt maturity profile, their forecast compliance with the new

banking covenants, the reasonableness of the alternative debt reductions

strategies as well as the consequential impact of these matters on the

Directors’ assessment of the Group’s ability to continue as a going concern,

including whether or not material uncertainties exist. Our procedures

included the following:

• read the Group’s going concern paper to obtain an understanding of

the key assumptions and judgements made;

• read the new executed facility agreements between the Group and

its banking syndicate to obtain an understanding of the key terms

including facility limits, repayment terms and banking covenants;

• tested the mathematical accuracy of management’s forecasted

covenant calculations for the year ending 31 July 2024;

• challenged management’s forecasted cash flow assumptions and

sensitivity analysis including the assumptions around any potential

cash flow implications from the notice of cancellation of exclusivity

from The A2 Milk Company on 15 September 2023;

• obtained an update from management and their advisors on the

status of the Dairyworks sales process and considered whether it was

reasonable that this met the test of highly probable as outlined in NZ

IFRS 5;

• considered the Group’s plans and intentions with respect to the

maturity of the subordinated bonds;

• with the assistance of our treasury experts, considered the

reasonableness of the Group’s determination of alternative strategies

available to reduce debt levels, including the external advice obtained

by management on the viability and timelines for these alternative

strategies;

• engaged our internal treasury experts to assist with our considerations

of various elements of the future funding plans of the Group; and

• considered the appropriateness of the Group’s disclosure.

HOW OUR AUDIT ADDRESSED

THE KEY AUDIT MATTER

We considered the appropriateness of the Group’s conclusion on

classifying the Dairyworks disposal group assets and liabilities held for sale.

For the goodwill and assets and liabilities held for sale impairment

assessments, our audit focused on assessing and challenging the key

assumptions used by management.

Our procedures included the following:

• evaluated the appropriateness of the identification of the Group’s

CGUs;

• compared the cash flows included in management’s impairment

model to the board approved plans;

• assessed the Group’s forecasting accuracy by comparing historical

forecasts to actual results, taking into consideration the impact of the

Covid-19 pandemic and the impacts of the SAP implementation;

• discussed with management the basis for the cash flow forecasts

and the key drivers of change in the forecasts, including internal and

external factors;

• obtained an update from management and their advisors on the

status of the Dairyworks sales process and indicative pricing;

• engaged our valuation expert to assist us with:

• considering whether the valuation methodology applied was

appropriate;

• assessing whether the discount rates and long term growth

rates used by management are reasonable in the context of the

forecasts; and

• considering management’s paper comparing the net assets and

the market capitalisation of the Company, in the context of our

stand back assessment of the impairment test;

• tested the accuracy of the calculations in management’s impairment

model, and checking that the carrying amount for the CGU’s net

assets was correctly included in the impairment assessment;

• evaluated the reasonableness of management’s forecast cash flows;

• performed sensitivity analyses for the effect of reasonably possible

changes in key assumptions on the impairment assessment;

• evaluated the effect of the trading results and market announcements

up to the date of our report including the impact of The a2 Milk

Company Limited exclusivity notice of cancellation; and

• considered the appropriateness of disclosures in the financial

statements.

DESCRIPTION OF THE

KEY AUDIT MATTER

Impairment assessment

As per note 11 to the financial statements the Group has two cash

generating units (CGUs) being Synlait Milk and Dairyworks.

On 2 June 2023 the Group announced its intention to divest its subsidiary

Dairyworks Limited. Dairyworks met the criteria of an asset held for sale

and therefore the goodwill ($58.2m) and brands ($16.6m) related to the

Dairyworks CGU was included within the disposal group and considered

by the Group for impairment in line with the requirements under NZ IFRS 5.

Assets held for sale are carried at the lower of the carrying value or the fair

value less cost to sell. The carrying value of the assets and liabilities held

for sale as at 31 July 2023 amounted to $117m as per note 1. The Group

determined the fair value less cost to sell exceeded the carrying value of

the disposal group and no associated impairment was recognised.

$6m of goodwill was allocated to the Synlait Milk CGU. The Group based

its impairment assessment of the Synlait Milk CGU on a value in use basis,

using a discounted cash flow model based on forecast future performance

to determine the recoverable amount. Management performed sensitivity

analysis for the effect of reasonable possible changes in key assumptions

on the impairment assessment and included the relevant disclosures.

The key assumptions in the impairment assessment are the cash flow

forecasts (through annual growth rates for revenue and expenses),

terminal growth rate and the discount rate.

On 15 September 2023, The a2 Milk Company Limited, a key customer,

notified the Group that it was seeking to end exclusivity rights for

production of its infant milk formula products. Management did not identify

any significant impacts on the FY 24 forecasts as the risk was anticipated

and considered as part of the forecasting process.

As part of the impairment assessment process, management performed a

comparison of the net assets to the market capitalisation of the Company

and prepared an analysis and explanation of the difference.

Management considered the reasons for this difference in finalising their

assessment of the recoverable amounts of the Group’s CGUs.

The impairment testing of the Synlait Milk goodwill and the Dairyworks

assets and liabilities held for sale is considered a key audit matter due to

the materiality of the balances, the gap between the Group’s net assets

and its market capitalisation, and the significant level of management

estimation and judgement applied in determining key assumptions used

in the impairment assessments.

PAGE 125 & 126ANNUAL REPORT 2023

Our audit approach
Overview

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we

considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions

and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,

including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether the financial

statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the financial

statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing

and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into

account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

Full scope audits were performed for two entities in the Group based on their financial significance being Synlait Milk Limited and Dairyworks Limited.

Specified audit procedures and analytical review procedures were performed on the remaining entities.





PwC



Our audit approach


Overview


Overall group materiality: $8,000,000, which represents

approximately 0.5% of total revenues.

We chose total revenues as the benchmark because, in our view, it

is the benchmark against which the performance of the Group is

most commonly measured by users, and is a generally accepted

benchmark.

Following our assessment of the risk of material misstatement, we

selected Synlait Milk Limited and Dairyworks Limited entities for full

scope audits, comprising the principal business units. Specified

procedures over certain material balances and transactions and

analytical review procedures were performed over the remaining

entities.

As reported above, we have two key audit matters, being:

● Temuka cheese manufacturing plant asset impairment; and

● Sale and leaseback transaction


As part of designing our audit, we determined materiality and assessed the risks of material misstatement in

the financial statements. In particular, we considered where management made subjective judgements; for

example, in respect of significant accounting estimates that involved making assumptions and considering

future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management

override of internal controls, including among other matters, consideration of whether there was evidence of

bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of the

financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including

the overall Group materiality for the financial statements as a whole as set out above. These, together with

qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our

audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the

financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

financial statements as a whole, taking into account the structure of the Group, the accounting processes and

controls, and the industry in which the Group operates.

Full scope audits were performed for two entities in the Group based on their financial significance being

Synlait Milk Limited and Dairyworks Limited.

Specified audit procedures and analytical review procedures were performed on the remaining entities.

All audit procedures were performed by PricewaterhouseCoopers New Zealand.


Overall group materiality: $8,000,000, which represents 0.5% of total revenue from continuing and

discontinued operations.

We chose total revenue from continuing and discontinued operations as the benchmark because, in our view,

it is the benchmark against which the performance of the Group is most commonly measured by users, and is a

generally accepted benchmark.

Full scope audits were performed for two entities in the Group based on their financial significance being

Synlait Milk Limited and Dairyworks Limited.

Specified audit procedures and analytical review procedures were performed on the remaining entities.

As reported above, we have two key audit matters, being:

• Capital structure and funding

• Impairment assessment

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include

the financial statements and our auditor's report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the 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.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS

and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible 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 financial statements

Our objectives are to obtain reasonable assurance about whether the 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) and ISAs 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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:

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

This description forms part of our auditor’s report.

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 the Company and the Company’s 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 Elizabeth Adriana (Adri) Smit.

For and on behalf of:

Chartered Accountants

25 September 2023





PwC



Other information

The Directors are responsible for the other information. The other information comprises the information

included in the Annual report, but does not include the financial statements and our auditor's report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information and,

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

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors

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

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible 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 financial statements

Our objectives are to obtain reasonable assurance about whether the 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) and ISAs 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

financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

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

This description forms part of our auditor’s report.

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 the Company and the Company’s 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 Elizabeth Adriana (Adri)

Smit.

For and on behalf of:



Chartered Accountants

27 September 2022 Christchurch


PAGE 127 & 128ANNUAL REPORT 2023

STATUTORY
INFORMATION

Synlait is a nutrition company. We combine expert farming with state-of-the-

art processing to produce a range of Advanced Nutrition, Foodservice and

Ingredient products. In the year to 31 July 2023, we made no changes to our

company structures.

In June 2023, Synlait announced its intention to divest its Dairyworks and its

Temuka assets. Synlait’s Board and Management are undertaking a strategy

and capital structure refresh, including an asset review. To ensure greater focus

and execution of Synlait’s overall business strategy, the company intends to

divest of Dairyworks and its Temuka assets. The divestment process remained

underway as at the end of this financial year.

01. BUSINESS OPERATIONS

Jersey Oaks in Culverden. Owner Tim Delaney –

winner of Synlait’s Annual Dairy Honours Award,

Kotahitanga.

ANNUAL REPORT 2023PAGE 129 & 130

Synlait’s Directors are profiled on our website synlait.com/people/. This table sets out the people that held office
(or ceased to hold office) as a Director of Synlait and its subsidiaries during the year ending 31 July 2023:

Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing

Rules, the commentary to recommendation 2.4 in the NZX Corporate Governance Code and its Board Charter and is

satisfied its Independent Directors meet the requirements for independence.

As permitted by waivers from the NZX Listing Rules, Bright Dairy Holdings Limited, a shareholder of Synlait, is entitled

to appoint four Directors to Synlait’s Board. One of those Directors must ordinarily reside in New Zealand and have local

commercial and governance experience for an NZX listed company. Currently that Director is Hon. Ruth Richardson.

02. DIRECTORS

Company Directors Appointed

Synlait Milk Limited

Synlait Milk Finance Limited

Simon Robertson (Chair)Independent25 November 2020

Dr. Gui Min (Gracie)¹Bright Dairy Appointed1 February 2022

Ian (Sam) Knowles²Independent4 July 2013

Dr. John Penno³Board Appointed 21 July 2013

Min Chen (Joyce)⁴Bright Dairy Appointed1 December 2021

Paul McGilvary⁵Independent24 January 2022

Paul Washer⁶Independent2 December 2022

Ruibing Liu (Ryan)⁷Bright Dairy Appointed19 June 2023

Hon. Ruth Richardson⁸Bright Dairy Appointed16 November 2016

Sihang Yang (Edward)Bright Dairy Appointed11 November 2010

Yi Zhu (Julia)⁷Bright Dairy Appointed19 June 2023

CompanyDirectors

The New Zealand Dairy

Company Limited

Grant Watson

Robert Stowell

Eighty Nine Richard Pearse

Drive Limited

Grant Watson

Robert Stowell

Synlait Business Consulting

(Shanghai) Co., Ltd

Martijn Jager

Deborah Marris

Boyd Williams

Grant Watson⁹

Robert Stowell⁹

Paul Mallard⁹

The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140 of the

Companies Act 1993. Entries which are italicised indicate new disclosures during the year ended 31 July 2023.

03. DIRECTOR INTERESTS

1

Dr Gui Min (Gracie) retired from the Board on 19 June 2023.

2

Sam Knowles retired from the Board on 2 December 2022.

3

Dr. John Penno had previously been a Director of Synlait Limited, which has since been removed from the Register of Companies. When first appointed to the Board of Synlait Milk Limited,

John was CEO and Managing Director. In November 2018, following stepping down as CEO, he became the Board Appointed Director. In May 2021 John became Interim CEO following the

resignation of then CEO Leon Clement. The Board determined that Dr. John Penno was the best person to act as Chair once Grant Watson took up the CEO role in January 2022. As a result

of John’s long history with the company, the Board considered that Dr. John Penno was not an Independent Director under the NZX Listing Rules. To manage the fact that Dr. John Penno was

not an Independent Director, the Board sought to change the Constitution to enable the Chair to be either an Independent Director or the Board Appointed Director at the Annual Meeting on

1 December 2021. The resolution was passed by shareholders and John remains the Board Appointed Director. John stood down as Chair at the 2022 Annual Meeting and resumed his role

as a Board Appointed Director.

4

Min Chen (Joyce) retired from the Board on 19 June 2023.

5

Paul McGilvary was appointed by the Board in January 2022 to fill a casual vacancy and was re-elected to the Board as an Independent Director by shareholders at the

2022 Annual Meeting.

⁶ Paul Washer was elected to the Board at the 2022 Annual Meeting on 2 December, replacing Sam Knowles who retired by rotation.

⁷ Ruibing Liu (Ryan) and Yi Zhu (Julia) replaced Dr. Gui Min (Gracie) and Min Chen (Joyce) as Bright Dairy Appointed Directors on 19 June 2023.

⁸ When first appointed to the Board of Synlait Milk Limited, Hon. Ruth Richardson was an Independent Director. In 2013, she became a Bright Dairy Appointed Director.

⁹ Grant Watson and Robert Stowell were appointed Directors by Resolution dated September 2022 and Paul Mallard in March 2023. The paperwork is currently being processed in China

to formally enact the change.

Simon Robertson

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Alliance Group Limited

Director Ballance Agri-Nutrients Limited

Trustee Robertson Family Trust

Trustee G R Foot Trust

Trustee Norman Family Trust

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

CompanyDirectors

Dairyworks LimitedTimothy Carter

Grant Watson

Synlait Milk (Dunsandel Farms) LimitedGrant Watson

Robert Stowell

Synlait Milk (Holdings) No.1 Limited Grant Watson

Robert Stowell

PAGE 131 & 132ANNUAL REPORT 2023

Paul McGilvary²
Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director AsureQuality Limited³

Director BVAQ Pty Ltd (Australia)⁴

Waikato Milking Systems Limited Partnership⁵

WMS GP Limited⁵

Waikato Milking Systems Lease Limited⁵

New Zealand Hops Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Paul Washer¹

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Chief Financial Officer and Shareholder Pact Group Holdings (Australia) Pty Ltd and Director of Pact Group subsidiaries²

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ruibing Liu (Ryan)³

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Sihang Yang (Edward)

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

1

TCL Holdings Limited (previously Trust Codes Limited) was a supplier to Synlait on normal terms of trade until October 2022, but has not provided services to the Group after

that date. Since Okuora Holdings Limited invested in Signum Holdings Limited, there has, and continues to be, a protocol in place whereby John Penno abstains from all

Board discussions and decisions involving the supply arrangements between Synlait and TCL Holdings Limited.

2

Paul McGilvary was appointed by the Board in January 2022 to fill a casual vacancy and was re-elected to the Board as an Independent Director by shareholders at the 2022

Annual Meeting.

³ Paul McGilvary was Acting Chair of AssureQuality from 17 October 2022 until 1 July 2023 and is a Director from 1 July 2023 onwards.

⁴ Paul McGilvary was Chair of BVAQ Pty Ltd (Australia) until 1 January 2023 and is a Director from 1 January 2023 onwards.

⁵ Paul McGilvary ceased as a Director 31 May 2023.

1

Paul Washer was appointed to the Board on 2 December 2022.

2

Pact Group Holdings (Australia) Pty Ltd is the ultimate holding company of a number of subsidiaries, some of which, Paul Washer is also a Director. Pact Group, via its subsidiaries Alto

Packaging Limited, Astron Plastics Limited and VIP Plastic Packaging (NZ) Limited, is a supplier to Synlait on normal terms of trade. Pact Group was a supplier to Synlait prior to Paul Washer

becoming a Director of Synlait. There is a protocol in place whereby Paul Washer abstains from all Board discussions and decisions involving the supply arrangements between Synlait and

Pact Group.

³ Ruibing Liu (Ryan) as appointed to the Board on 19 June 2023.

03. DIRECTOR INTERESTS (CONTINUED)

Hon. Ruth Richardson

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Ruth Richardson (NZ) Limited

Director New Zealand Taxpayers’ Union

Trustee Christchurch Early Intervention Trust

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Dr. John Penno

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Okuora Farms Limited

Director and Shareholder Okuora Holdings Limited (and through Okuora Holdings Limited, shareholder in Pastoral Robotics Limited

and The Pure Food Co Limited, shareholder in Signum Holdings Limited and creditor of it and its subsidiaries)

Chair and Shareholder Wangapeka River Hops Limited

Chair and Shareholder The Pure Food Co Limited

Director and Shareholder Leaft Foods Limited

Director and Shareholder Thorndale Dairies Limited

Director and Shareholder The New Zealand Merino Company Limited

Trustee John Penno Trust

Through Signum Holdings Limited, shareholder in TCL Holdings Limited (previously Trust Codes Limited) and Cloud Computing

Continuation Services Limited1

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

PAGE 133 & 134ANNUAL REPORT 2023

No new disclosures were made during the period by Dr. Gui Min (Gracie) who retired from the Board on 19 June 2023.
No new disclosures were made during the period by Min Chen (Joyce) who retired from the Board on 19 June 2023.

No new disclosures were made during the period by Sam Knowles who retired from the Board on 2 December 2022.

No Director requested to disclose or use information in their possession as a Director of Synlait or its subsidiaries

that would not otherwise have been available to them. As permitted by section 162 of the Companies Act 1993 and

Synlait’s constitution, Synlait indemnifies and insures Directors and Officers against liability to other parties that may

arise in the course of their activities as a Director or Officer of Synlait. Details of the indemnities and insurance are

kept in Synlait’s Interests Register. This cover does not apply to any liabilities arising from criminal or reckless acts by

our Directors or Officers.

For the purposes of section 148(2) of the Companies Act 1993, no further disclosures were made by the Directors in

respect of the increase or decrease in their shareholdings.

Robert Stowell

Director Synlait Milk (Dunsandel Farms) Limited

Director Eighty Nine Richard Pearse Drive Limited

Director The New Zealand Dairy Company Limited

Director Synlait Milk (Holdings) No.1 Limited

Director Synlait Business Consulting (Shanghai) Co., Ltd²

Director and Shareholder Orange Homes (2022) Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Timothy Carter

Director Dairyworks Limited

Director and Shareholder Niko Holdings 2003 Limited

Shareholder Tatahi Holdings Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Paul Mallard

Director Synlait Business Consulting (Shanghai) Co., Ltd²

03. DIRECTOR INTERESTS (CONTINUED)

Grant Watson

Director Dairyworks Limited

Director Synlait Milk (Dunsandel Farms) Limited

Director Eighty Nine Richard Pearse Drive Limited

Director The New Zealand Dairy Company Limited

Director Synlait Milk (Holdings) No.1 Limited

Director Synlait Business Consulting (Shanghai) Co., Ltd²

Shareholder 365 Ventures Limited³

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

1

Yi Zhu (Julia) was appointed to the Board on 19 June 2023.

² Grant Watson and Robert Stowell were appointed Directors by Resolution dated September 2022 and Paul Mallard in March 2023. The paperwork is currently being processed in China

to formally enact the change.

³ Grant Watson has advised (prior to becoming a shareholder) that 365 Ventures Limited (trading as Safe365) is a supplier to Dairyworks Limited, a Synlait subsidiary, on normal terms

of trade. Safe365 was a supplier to the Group prior to Grant Watson becoming a Director of Dairyworks. There is a protocol in place whereby Grant Watson abstains from all Board

discussions and decisions involving the supply arrangements between Dairyworks and 365 Ventures Limited.

Yi Zhu (Julia)¹

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

PAGE 135 & 136ANNUAL REPORT 2023

This table sets out the relevant interests held by Directors during the period in securities issued by Synlait:
05. DIRECTOR HOLDINGS

Directors Securities held (legally or beneficially) as at 31 July 2023Securities held (legally or beneficially) as at 31 July 2022

Simon Robertson13,324 ordinary shares13,324 ordinary shares

Dr. Gui Min (Gracie)¹0 0

Dr. John Penno5,109,803 ordinary shares 5,109,803 ordinary shares

Min Chen (Joyce)²00

Paul McGilvary³00

Paul Washer⁴0 0

Ruibing Liu (Ryan)⁵00

Hon. Ruth Richardson66,025 ordinary shares66,025 ordinary shares

Ian (Sam) Knowles⁶64,803 ordinary shares64,803 ordinary shares

Sihang Yang (Edward)00

Yi Zhu (Julia)⁷00

This table sets out the total remuneration and the value of other benefits received by Synlait Directors during the year

ended 31 July 2023:

Directors Role Remuneration

Simon RobertsonDirector

Board Chair

$118,667¹

Dr. Gui Min (Gracie)Director$77,788²

Dr. John PennoDirector$118,600³

Min Chen (Joyce)Director$77,788⁴

Paul McGilvaryDirector

Chair of People, Environment and Governance Committee

$96,400⁵

Paul WasherDirector

Chair of Audit and Risk Committee

$68,799⁶

Ruibing Liu (Ryan)Director $11,113⁷

Hon. Ruth RichardsonDirector$88,900

Sam KnowlesDirector $33,633⁸

Sihang Yang (Edward)Director$88,900

Yi Zhu (Julia)Director$11,113⁹

There was no change to the fees paid to Directors of Synlait this financial year. The below fees, as approved by

shareholders on 27 November 2019 and effective 1 April 2020, are:

04. DIRECTOR REMUNERATION

RoleFee

Directors, excluding the Chair and Committee Chairs$88,900

Board Chair$178,000

Audit and Risk Committee Chair$104,150

People Environment and Governance Committee Chair$100,900

Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiaries.

1

Simon Robertson was appointed Chair of the Board on 2 December 2022.

2

Dr. Gui Min (Gracie) retired from the Board on 19 June 2023.

3

Dr. John Penno was the Chair of the Board until 2 December 2022..

4

Min Chen (Joyce) retired from the Board on 19 June 2023.

5

Paul McGilvary was appointed Chair of People, Environment and Governance Committee on 16 December 2022.

6

Paul Washer was appointed to the Board on 2 December 2022 and was appointed Chair of the Audit and Risk Committee on 16 December 2022.

7

Ruibing Liu (Ryan) was appointed to the Board on 19 June 2023.

⁸ Sam Knowles retired from the Board on 2 December 2022.

⁹ Yi Zhu (Julia) was appointed to the Board on 19 June 2023.

1

Dr. Gui Min (Gracie) retired from the Board on 19 June 2023.

2

Min Chen (Joyce) retired from the Board on 19 June 2023.

3

Paul McGilvary was appointed by the Board in January 2022 to fill a casual vacancy and was re-elected to the Board as an Independent Director by shareholders at the

2022 Annual Meeting.

4

Paul Washer was appointed to the Board on 2 December 2022.

5

Ruibing Liu (Ryan) was appointed to the Board on 19 June 2023.

⁶ Sam Knowles retired from the Board on 2 December 2022.

⁷ Yi Zhu (Julia) was appointed to the Board on 19 June 2023.

PAGE 137 & 138ANNUAL REPORT 2023

In the year to 31 July 2023, Synlait’s total payments to its auditors PricewaterhouseCoopers were as follows:
08. AUDITORS

Dairyworks Limited, a subsidiary of Synlait, made cheese donations to a value of $20,686 in the year to 31 July 2023.

These were the only donations made by the Synlait Group in the financial year.

07. DONATIONS

Chief Executive Officer Remuneration

The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2023:

RemunerationGrant Watson

Salary$900,000

Total fees paidN/A

KiwiSaver employer contribution$27,000

Medical insurance employer contribution$1,012.89

Short term incentive schemeN/A

Long term incentive schemeN/A

Total remuneration$928,012,89

Statutory audit $410,000

Half audit review$74,000

Other assurance services$220,000

Consulting$52,000

Total$756,000

During the year ended 31 July 2023, 440 employees (including former employees) of Synlait and its subsidiaries (not being

Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, information

includes overtime and company contribution to KiwiSaver, as set out below:

06. EMPLOYEE REMUNERATION

Salary bracket ($)Number of employees

100,000 – 109,999 88

110,000 – 119,99979

120,000 – 129,99964

130,000 – 139,99948

140,000 – 149,99935

150,000 – 159,99920

160,000 – 169,99923

170,000 – 179,99915

180,000 – 189,99913

190,000 – 199,9999

200,000 – 209,9994

210,000 – 219,9995

220,000 – 229,9993

230,000 – 239,9996

240,000 – 249,9991

250,000 – 259,9994

260,000 – 269,9993

270,000 – 279,9993

280,000 – 289,9992

290,000 – 299,9991

330,000 – 339,9992

360,000 – 369,9992

370,000 – 379,9992

390,000 – 399,9991

400,000 – 409,9991

420,000 – 429,9991

450,000 – 459,9991

470,000 – 479,9991

530,000 – 539,9991

650,000 – 659,9991

780,000 – 789,9991

920,000 – 929,9991

Total440

Synlait’s Strategic Remuneration policy is approved by Synlait’s People, Environment and Governance Committee.

That Committee also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the Executive

Leadership Team.

PAGE 139 & 140ANNUAL REPORT 2023

According to notices given under section 280(1)(b) of the Financial Markets Conduct Act 2013, the following are Synlait’s
substantial product holders as at 31 July 2023. The number of shares owned is as advised by the shareholder in their last

Substantial Security Holder Notice.

Substantial product holderNumber of ordinary shares in

which relevant interest is held

Percentage of total

ordinary shares on issue

Bright Dairy Holding Limited85,266,60539.01%

The a2 Milk Company Limited43,352,50919.83%

Total128,619,11458.84%

Synlait had the following securities on issue as at 31 July 2023:

• 218,581,661 ordinary shares

• 180,000,000 subordinated bonds.

Set out below are Synlait’s 20 largest shareholders as at 31 July 2023:

10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS

Number of shares held Percentage of ordinary

shares on issue

01. Bright Dairy Holding Limited85,266,60539.0%

02. The a2 Milk Company (NZ) Limited43,352,50919.8%

03. Accident Compensation Corporation 7,881,7123.6%

04. New Zealand Funds Management Ltd.6,381,4252.9%

05. Chester Asset Management Pty Ltd.5,380,0002.5%

06. John Penno 5,109,8032.3%

07. The Vanguard Group, Inc.3,347,1221.5%

08. L S Keeper1,975,0000.9%

09. MMC Limited 1,852,4590.8%

10. Smartshares Limited 1,621,0260.7%

11. State Street Global Advisors Australia Ltd.1,589,3890.7%

12. Norges Bank Investment Management (NBIM)1,491,1750.7%

13. Devon Funds Management Limited1,386,7190.6%

14. First NZ Capital Custodians Limited (Various Private Investors)1,364,2700.6%

15. Guardians of New Zealand Superannuation1,183,6820.5%

16. Paul & Bronwyn Lancaster 1,055,6230.5%

17. BNP Paribas Nominees (NZ) Limited – A/C NZCSD931,3170.4%

18. Dimensional Fund Advisors, L.P.921,5710.4%

19. Castle Point Funds Management Limited 901,4140.4%

20. Therese Roche900,0000.4%

Total 173,892,82179.6%

Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML). On 24 November

2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code: SM1). As an ASX foreign

exempt issuer, Synlait complies with the NZX Listing Rules (other than as waived by NZX Regulation) and is exempt from

complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15. In December 2019, Synlait issued $180

million of unsecured, subordinated, fixed rate bonds with an interest rate of 3.83% per annum. These securities are

quoted and trade on the NZX Debt Market (ticker code: SML010). In November 2020, Synlait successfully completed

a $200 million equity raising to complete the investment phase of its strategy and strengthen its balance sheet. The

equity raise comprised a $180 million underwritten placement at a fixed price of NZ$5.10 per share and a $20 million

underwritten share purchase plan at the same share price.

09. STOCK EXCHANGE LISTINGS

Set out below are Synlait’s largest bondholders as at 31 July 2023:

Number of bonds heldPercentage of total

bonds on issue

01. Custodial Services Limited35,325,00019.63%

02. Hobson Wealth Custodian Limited26,043,00014.47%

03. FNZ Custodians Limited25,395,00014.11%

04. Tea Custodians Limited Client Property Trust Account – NZCSD 22,615,00012.56%

05. Forsyth Barr Custodians Limited9,037,0005.02%

06. Citibank Nominees (New Zealand) Limited – NZCSD5,400,0003.00%

07. RGTKMT Investments Limited3,275,0001.82%

08. Sierra Investments Limited2,945,0001.64%

09. National Nominees Limited – NZCSD2,012,0001.12%

10. BNP Paribas Nominees (NZ) Limited – NZCSD1,994,0001.11%

11. JB Were (NZ) Nominees Limited 1,930,0001.07%

12. FNZ Custodians Limited 1,254,0000.70%

13. MASFEN Securities Limited 981,0000.55%

14. JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD905,0000.50%

15. Hobson Wealth Custodian Limited869,0000.48%

16. FNZ Custodians Limited865,0000.48%

17. Francis Horton Tuck800,0000.44%

18. Falstaff Investments Limited768,0000.43%

19. Craddock Farms Limited654,0000.36%

20. Khia Goom Phua569,0000.32%

Total143,636,00079.80%

PAGE 141 & 142ANNUAL REPORT 2023

Synlait does not have a credit rating.
The spread of Synlait’s bondholders as at 31 July 2023 is as follows:

12. CREDIT RATING

Size of holding Number of holdersPercentage of holders Total number of bonds Percentage issued

1,001 – 5,000565.89%277,0000.15%

5,001 – 10,00016517.35%1,591,0000.88%

10,001 – 50,000 57360.25%15,596,0008.66%

50,001 – 1,000,00014515.25%25,311,00014.06%

1,000,001 and over 121.26%137,225,00076.24%

Total951100%180,000,000100%

The spread of Synlait’s ordinary shareholders as at 31 July 2023 is as follows:

11. SPREAD OF PRODUCT HOLDERS

Size of holding Number of investors Percentage of investors Total number of shares Percentage issued

1 – 1,0002,79342.81%1,251,2860.57%

1,001 – 5,0002,38336.53%6,231,6232.85%

5,001 – 10,00069010.58%5,222,3242.39%

10,001 – 50,000 5478.38%10,886,2594.98%

50,001 – 1,000,000941.44%15,233,7246.97%

1,000,001 and over 170.26%179,756,44582.24%

Total6,524100%218,581,661100%

On 10 November 2020 Synlait was granted waivers by NZX Regulation in relation to the share offer completed in 2020

(“Share Offer”) comprising a NZ$180 million placement of shares (“Placement”) and a $20 million share purchase plan

(“Share Purchase Plan”) (“Synlait Waiver”). A condition of the Synlait Waiver was that it was disclosed in the Share Offer

document and in our Annual Report.

The Synlait Waiver provides waivers from Listing Rules 4.5.1, 4.5.1(e)(iii), 4.19.1 and 5.2.1 as set out below (with the

conditions):

• Waiver from Rule 4.5.1 to the extent required to allow any shares offered in the Share Purchase Plan and not taken up

by existing shareholders to be issued to other persons without requiring approval by ordinary resolution.

• Conditions: The waiver only applied to shares offered to existing shareholders under the Share Purchase Plan

and as a result of the Share Purchase Plan being undersubscribed were offered to other persons and when

aggregated with the number of shares under the Placement would exceed the 25% threshold in Rule 4.5.1. The

Share Purchase Plan was required to be fully underwritten.

• Waiver from Rule 4.5.1(e)(iii) to the extent that the level of participation of Bright Dairy would be determined according

to criteria applying to all persons participating in the Placement.

• Conditions: Two directors of Synlait (not associated with Bright Dairy) were required to certify to NZX that:

• Synlait was not unduly influenced by Bright in its decision to permit Bright to participate in the Placement at a

higher level of participation than other persons;

• Bright will not be involved in or influence any allocation decision in relation to the Placement;

• Bright will not derive any benefit as a result of its higher level of participation other than to avoid its holding

in Synlait being diluted as a consequence of the Share Offer.

• Waiver from Rule 4.19.1 to the extent that the allotment of shares to Bright in respect of the subscriptions received

under the Placement to occur within 10 business days of the closing date for the Placement.

• Conditions: The allotment of shares to Bright occurs in part on the Placement allotment date and in part on the

Share Purchase Plan allotment date.

• Waiver from Rule 5.2.1 to the extent that Synlait would otherwise require Synlait to obtain approval of shareholders

to enter into a material transaction with any related party in connection with the Placement (referred to as a relevant

party).

• Conditions: Two directors of Synlait (not associated with any relevant party) certifying to NZX that:

• Synlait was not unduly influenced in its decision to undertake the Placement by the relevant parties;

• The relevant parties who participate in the Placement will not be influence any allocation decision in the

Placement

13. NZX WAIVERS

PAGE 143 & 144ANNUAL REPORT 2023

• The relevant party will not derive any benefit as a result of the related party relationship other than solely
through participation in the Share Offer on the same terms as all other participants; and

• Entry into the Placement is in the best interests of Synlait’s shareholders.

• The effect of the NZX Waivers in the context of the Share Offer is to permit:

• An increased number of shares (from what is otherwise provided for under the Listing Rules) to be issued under

the Share Offer without shareholder approval;

• The Share Offer to be fully underwritten, to allow any shares not taken up by eligible shareholders under the

Share Offer to be issued to other persons without requiring shareholder approval (which when aggregated with

the number of Shares issued under the Placement, may exceed the Placement threshold provided under the

Listing Rules as modified by the Class Waiver);

• Bright, The a2 Milk Company Limited and other related parties to be issued Shares in the Placement having an

aggregate value above 10% of Synlait’s average market capitalisation without shareholder approval; and

• Bright to be issued such number of shares under the Placement that will ensure it is not diluted as a result of the

Share Offer, which would otherwise cause Bright to lose its director appointment rights under the Constitution.

Further details of these director appointment rights are included in the Annual Report.

Synlait also made the Share Offer relying on the Class Waiver and ruling issued by NZX Regulation dated 30 September

2020 (Class Waiver). The Class Waiver provides a waiver from Listing Rule 4.5 and a ruling in relation to the definition of

“share purchase plan”.

A copy of the Synlait Waiver and Class Waiver is available at nzx.com and asx.com.au under the ticker code “SML” and

“SM1”, respectively). All of the conditions in the Synlait Waiver have been met.

Synlait continues to rely on waivers granted on 27 November 2019 from various NZX Listing Rules, allowing our

Constitution and Board composition to reflect our non-standard governance arrangements, as described below.

Synlait listed on the NZX on the basis that Bright Dairy and Food Co Limited would be able to continue to consolidate

Synlait into its group financial statements (that are prepared under China GAAP). At the time, Bright Dairy agreed

with Synlait that for so long as Bright Dairy continued to hold between the Initial Percentage (being 39.119%) and

50% (inclusive) of the shares in Synlait in each case calculated in accordance with clause 22.5 of the Constitution

(so as to exclude shares issued under employee share schemes or director remuneration), the following governance

arrangements will apply to Synlait.

The Board comprises eight directors, made up of the following:

• Four directors appointed by Bright Dairy (the Bright Dairy Directors):

• None of whom (i) are required to retire from rotation under the NZX Listing Rules, or (ii) are subject to removal by

ordinary resolution of shareholders;

• One of whom must be an ordinary resident in New Zealand and be a director of such standing and with such

commercial and governance experience in New Zealand as is appropriate for a director of a NZX listed company

– the Hon. Ruth Richardson is the current Bright Dairy Director meeting this requirement; and

• All of whom are required to have appropriate skills and experience to ensure that Synlait has a suitable mix of

skills and experience on the Board;

• Three directors who are not appointed by Bright Dairy and who must be Independent Directors; and

• One Managing Director, or, if a Managing Director is not appointed, a Board Appointed Director, who will be appointed

by the Board. The current Managing Director or Board Appointed Director, and any Director proposed to fill that role,

cannot vote on the appointment or replacement of the Managing Director or Board Appointed Director (as applicable).

Consequently, Bright Dairy controls the composition of the majority of the Board as it has four out of seven votes on

this appointment. Synlait does not currently have a Managing Director, but does have a Board Appointed Director,

being Dr. John Penno, (together, these are the Governance Arrangements).

A summary of the waivers permitting these Governance Arrangements is set out below:

• The NZX Listing Rules allow Bright Dairy to appoint representatives to the Board so long as the proportion of the

Board made up by their representatives is not greater than the proportion of the total shares in Synlait that they own.

A waiver was required to permit Bright Dairy to appoint four Directors, or 50% of the Board, as Bright Dairy owns less

than 50% of the shares in Synlait.

• The NZX Listing Rules prevent Directors from appointing alternates to act for in their place if they cannot attend Board

meetings unless a majority of their co-Directors agree. A waiver has been granted to permit Synlait’s Constitution to:

• Allow a Bright Dairy Director to appoint another Bright Dairy Director to exercise their voting rights at a Board

meeting they are unable to attend; and

• Prohibit the non-Bright Dairy Directors from appointing alternate Directors. Synlait considers that it is important

that Directors are encouraged to attend all meetings.

• The NZX Listing Rules require that Synlait’s constitution permit a Director to vote on a decision in which they are

interested, where that matter is one in respect of which Directors are required by the Companies Act 1993 to sign a

certificate or relates to an indemnity contemplated by section 162 of the Companies Act. A waiver has been granted

to allow Synlait’s Constitution to prohibit the Managing Director (if it has one, which it doesn’t currently) from voting or

being part of the quorum on matters relating to his/her remuneration under any circumstances.

13. NZX WAIVERS (CONTINUED)

PAGE 145 & 146ANNUAL REPORT 2023

• The NZX Listing Rules prevent the imposing of conditions on who may be appointed as a Director, except as
specifically contemplated by the Rules. A waiver has been granted so that Synlait is permitted to require that persons

who may be appointed to the three non-Bright Dairy Director positions must be independent.

These waivers are subject to the conditions that:

• Bright Dairy continues to hold no less than 39.119% of Synlait’s shares, calculated in accordance with Synlait’s

Constitution.

• The Governance Arrangements are contained in Synlait’s Constitution and will cease to apply when Bright Dairy

ceases to own between 39.119% and 50% (inclusive) of the shares in Synlait, calculated in accordance with Synlait’s

Constitution.

• Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these

waivers is made in any offer document, and in every annual report while these waivers are being relied on.

• Synlait continues to bear a non-standard designation to notify the market of its unique governance arrangements.

• The quorum for a Board meeting must include two Independent Directors, and Synlait must have three Independent

Directors (compared to the two Independent Directors required by the NZX Listing Rules).

• Immediately on Bright Dairy ceasing to hold 39.119% of the shares in Synlait, Synlait comply with the provisions in

its Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy

Directors on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy.

• Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that

threshold, irrespective of whether they have been the longest in office.

A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the investor centre of

Synlait’s website.

Synlait’s statement on the extent to which Synlait has followed the recommendation in the NZX Code during the year to

31 July 2023 can be found at: synlait.com/investors/corporate-governance

Synlait’s operating subsidiaries operate largely independently from Synlait. Synlait does not require them to comply with

the recommendations in the NZX Code.   

14. NZX CORPORATE GOVERNANCE CODE

This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to the CEO)

as at 31 July 2023. The prior year’s comparison is in brackets.

15. GENDER COMPOSITION

Group FemaleMale Total

Board 2 (3)6 (5)8 (8)

Officer 3 (2)8 (7) 11 (9)

Total5 (5)14 (12)19 (17)

Synlait’s Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate

strategies and measurable objectives. We aim to achieve three main goals:

• Workforce diversity – employ, develop and retain more women and Māori.

• Diversity through leadership – empower and equip our people leaders to recruit, develop and retain a diverse and

competent workforce.

• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their

potential, and thereby increase employee retention.

To help us meet these goals we have our Mātua (Parental Leave) Policy and our Tāwariwari (Flexible Working) Policy,

and report to the Board on candidate diversity. Our success will be measured against the following as at the end of

2024. The prior year’s comparison is in brackets:

16. PERFORMANCE AGAINST DIVERSITY POLICY

MeasureProgress at 31 July 2023 – compared to FY 22

Reduction of the gender pay gap to ≤ 5%13% (17%)¹

40-50% of leadership positions

(people leaders, supervisors, specialist roles and senior leadership) held by women

40% (37%)

No regretted losses of high potential female employees4 (8)

13. NZX WAIVERS (CONTINUED)

1

The methodology adopted in the 2022 Annual Report used a mean to report Synlait’s progress towards the reduction of the gender pay gap. This year, Synlait have

adopted a methodology using a median to measure our progress. Accordingly, the FY 22 figure in this report has been updated to the median as at 31 July 2022 and a

median has ben used to access the progress as at 31 July 2023.

PAGE 147 & 148ANNUAL REPORT 2023

DIRECTORY
Registered and head office

1028 Heslerton Road

Rakaia, RD13

New Zealand

Contact us

+64 3 373 3000

info@synlait.com

synlait.com

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Services Limited

Private Bag 92119

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Takapuna

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0800 467 335

+64 9 488 8777

enquiry@computershare.co.nz

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PO Box 13244

Christchurch 8013

New Zealand

+64 3 374 3000

pwc.co.nz

Synlait’s commitment to elevating

people and planet to the same level

as profit was recognised in June

2020 when it became part of the

B Corp™ community.

B Corp™ is a community of leaders

driving a global movement of people

using business as a force for good.

Certified B Corporations™ consider

the impact of their decisions on

their workers, customers, suppliers,

community, and the environment.

B Corp™ resonates strongly with

Synlait’s purpose of Doing Milk

Differently For A Healthier World.

B CORP™ CERTIFIED

Tom Mawle, Blackford Farm, Mt Hutt, Canterbury.

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.