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DGL – 2023 Annual report

Annual Report25 September 2023DGLConsumer Staples

ANOTHER YEAR
OF RECORD SALES

GROWTH.

DELEGAT GROUP LIMITED | ANNUAL REPORT 2023

WE’RE TAKING SUPER
PREMIUM TO A

WHOLE NEW PLACE.


As Pinot Gris continues to emerge as a significant global

Super Premium category, Oyster Bay is at the forefront.

The Delegat state-of-the-art
Marlborough winery.

CONTENTS
4

5

7

9

17

26

29

31

32

33

35

37

40

78

81

94

101

Performance Highlights

Financial Highlights

A Message from Jim Delegat

Chair’s Report

Managing Director’s Report

Board of Directors

Directors’ Responsibility Statement

Statement of Financial Performance

Statement of Other Comprehensive Income

Statement of Changes in Equity

Statement of Financial Position

Statement of Cash Flows

Notes to the Financial Statements

Independent Auditor’s Report

Corporate Governance Statement

Other Disclosures

Directory

$59.3
MILLION

3.7

MILLION

OPERATING

EBITDA

1


UP 7%

$120.4

MILLION

BLUE

CHIP

BRAND

OYSTER BAY AWARDED BLUE CHIP

BRAND FROM IMPACT MAGAZINE,

NEW YORK

$59.7

MILLION

CASH FROM

OPERATIONS

DOWN 9%

OPERATING

NPAT

1


UP 2%

RECORD GLOBAL

CASE SALES UP 9%

PERFORMANCE HIGHLIGHTS 2023

$64.8

MILLION

REPORTED

NPAT

UP 3%

1. Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP.

It may therefore not be comparable to non-GAAP measures presented by other entities.

5
Notes:

1. EBITDA means earnings before interest, tax, depreciation and amortisation.

2. Operating EBITDA means EBITDA before NZ IFRS fair value adjustments

and any other one-off non-operating items.

3. EBIT means earnings before interest and tax.

4. Operating EBIT means EBIT before NZ IFRS fair value adjustments and any

other one-off non-operating items.

5. NPAT means net profit after tax attributable to ordinary Shareholders.

6. Operating NPAT means NPAT before NZ IFRS fair value adjustments and

any other one-off non-operating items, after tax.

7. Net Assets means total assets less total liabilities.

8. EPS means earnings per share and is calculated on NPAT for the year

divided by the weighted average number of ordinary shares on issue. The

weighted average number of shares on issue are 101,130,000.

9. Operating Revenue is before fair value movements on derivative

instruments (if gains).

STEVEN CARDEN

MANAGING DIRECTOR

YEAR ENDED 30 JUNE201820192020202120222023

Case Sales (000s)2,7363,0083,2773,1783,3603,676

OPERATING PERFORMANCE


1

Operating Revenue

9

($m)255.8278.0302.9302.7325.4375.8

Operating EBITDA

1, 2

($m)95.3104.5116.4122.4112.2120.4

Operating EBIT

3, 4

($m)76.484.094.999.688.896.8

Operating EBIT % of Revenue 30%30%31%33%27%26%

Operating NPAT

5, 6

($m)45.451.460.565.258.159.3

Operating NPAT % of Revenue


18%18%20%22%18%16%

REPORTED PERFORMANCE

Revenue ($m) 255.8278.0304.2305.4325.6381.4

EBITDA

1

($m)97.197. 9118.9117.8119.0128.1

EBIT

3

($m)78.277.497. 495.095.6104.5

EBIT % of Revenue 31%28%32%31%29%27%

N PAT

5

($m)46.746.765.261.963.064.8

NPAT % of Revenue 18%17%21%20%19%17%

EPS

8

46.2c46.2c64.5c61.2c62.3c64.1

Net Assets

7

($m)330.6361.1410.2453.9499.5544.8

Total Assets ($m) 779.8801.8826.9883.8967.31063.3

GRAEME LORD

CHAIR

This Annual Report is dated 24 August 2023 and is signed on behalf of the Board by:

FINANCIAL HIGHLIGHTS 2023

7
The Group’s focus has been to establish itself as a market driven wine business with in-market

sales teams and global distribution. The Group has heavily invested in its brands and distribution

channels, alongside world-class viticulture and winemaking assets. The unique infrastructure

of in-market sales offices delivers high quality distribution, enduring business relationships and

market knowledge to support substantial future sales growth.

A MESSAGE FROM JIM DELEGAT

OUR STRATEGIC GOAL

IS TO ESTABLISH DELEGAT

AS A LEADING GLOBAL

SUPER PREMIUM WINE

C O M PA N Y.

J I M D E L E G A T

NON-EXECUTIVE DIRECTOR

9
On behalf of the Board of Directors, I am pleased to present Delegat Group’s operating and

financial results for the year ended 30 June 2023. Together, our global team have achieved

record global case sales in 2023 and have grown case sales 25 fold over the past 22 years.

Delegat Group is well positioned for substantial future sales growth on our journey to building

a leading global Super Premium wine company.

DELEGAT GROUP IS

WELL POSITIONED FOR

SUBSTANTIAL FUTURE

SALES GROWTH ON OUR

JOURNEY TO BUILD A

LEADING GLOBAL SUPER

PREMIUM WINE COMPANY.

CHAIR’S REPORT 2023

GRAEME LORD

CHAIR

DELEGAT ANNUAL REPORT 2023 CHAIR’S REPORT
10

PERFORMANCE HIGHLIGHTS

• Record Global Case Sales of 3,676,000, up 9%.

• Operating NPAT

1

of $59.3 million, up 2%.

• Operating EBITDA

1

of $120.4 million, up 7%.

• Reported NPAT of $64.8 million, up 3%.

• Cash from Operations of $59.7 million, down 9%.

The Group presents its financial statements in accordance with the New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS).

To provide further insight into the Group’s underlying operational performance, the Group has

also included in this report an Operating Performance Report. This Operating Performance

Report excludes the impact of fair value adjustments required under NZ IFRS for grapes and

derivative instruments. As a fully integrated winemaking and sales operation, Operating Profit

includes the fair value adjustment in respect of grapes when packaged wine is sold rather than

on harvest of the grapes, and the fair value adjustment on derivative instruments when these

foreign exchange contracts and interest rate swaps are realised.

The Group has included a reconciliation of Operating Profit to Reported Profit which eliminates

from each line in the Statement of Financial Performance all fair value adjustments.

1

June 2023 June 2022 % change

NZ$ millions vs 2022

Operating Revenue

1

375.8 325.4 15%

Operating Gross Profit

2

162.1 144.2 12%

Operating Gross Margin 43% 44%

Operating Expenses

3

(65.3) (55.4) -18%

Operating EBIT

4

96.8 88.8 9%

Operating EBIT % of Revenue 26% 27%

Interest and Tax (37.5) (30.7) -22%

Operating NPAT

4

59.3 58.1 2%

Operating NPAT % of Revenue 16% 18%

Operating EBITDA

4

120.4 112.2 7%

Operating EBITDA % of Revenue 32% 34%

TABLE 1 OPERATING PERFORMANCE

1

Notes:

1. Operating Revenue is before fair value movements on derivative instruments (if gains).

2. Operating Gross Profit is before the net fair value movements on biological produce (harvest adjustment) and the NZ IFRS adjustments excluded in Note 1.

3. Operating Expenses are before fair value movements on derivative instruments (if losses) and any other one-off non-operating items.

4. Operating EBIT, EBITDA and NPAT are before any fair value adjustments and any other one-off non-operating items.

1.

Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP. It may therefore not be

comparable to non-GAAP measures presented by other entities. The Chair and Managing Director’s Reports are read by the auditors as part of their

responsibilities in respect of other information as disclosed in their audit report.

DELEGAT ANNUAL REPORT 2023 CHAIR’S REPORT
11

OPERATING PERFORMANCE

Operating NPAT of $59.3 million was generated compared to $58.1 million in the previous

12 months. Operating EBIT of $96.8 million is $8.0 million higher than last year reflecting 9%

higher global case sales and favourable foreign exchange rates. Operating Expenses (before

NZ IFRS adjustments) at $65.3 million are $9.9 million higher than last year including a

normalisation of business activities and costs post-Covid 19, higher IT expenses due to one-off

ERP upgrade, and higher brand investment costs.

Delegat achieved Operating Revenue of $375.8 million on global case sales of 3,676,000 in the

year.

The Group’s case sales performance and foreign currency rates achieved are detailed in table 2.

TABLE 2 CASE SALES AND FOREIGN CURRENCY

June 2023 June 2022 % change

Case Sales (000s) vs 2022

UK, Ireland and Europe 1,237 1,060 17%

North America (USA and Canada) 1,747 1,608 9%

Australia, NZ and Asia Pacific 692 692 0%

Total Cases 3,676 3,360 9%


Foreign Currency Rates

GB£ 0.5032 0.5066 1%

AU$ 0.9173 0.9263 1%

US$ 0.6385 0.6765 6%

CA$ 0.8291 0.8650 4%

DELEGAT ANNUAL REPORT 2023 CHAIR’S REPORT
12

NZ IFRS FAIR VALUE ADJUSTMENTS

In accordance with NZ IFRS the Group is required to account for certain assets at ‘fair value’

rather than at historic cost. All movements in these fair values are reflected in and impact

the Statement of Financial Performance. The Group records adjustments in respect of two

significant items at the year-end as described below and detailed in table 3.

• Harvest Provision Release (Grapes) – Inventory is valued at market value, rather than costs

incurred, at harvest. Any fair value adjustment is excluded from Operating Performance

for the year, by creating a Harvest Provision. This provision is then released through Cost

of Sales when inventory is sold in subsequent years. This represents the reversal of prior

periods’ fair value adjustments in respect of biological produce as finished wine is sold in

subsequent years. In 2023, the market value of the Company grapes exceeded the costs

incurred by $20.9 million (2022: $19.1 million). This write-up is higher than last year principally

due to higher grape prices for the 2023 vintage. This write-up, less the impact of prior years’

vintages being sold has resulted in a net write-up of $2.1 million for the year (2022: write-up

of $6.6 million); and

• Derivative Instruments are held to hedge the Group’s foreign currency and interest rate

exposure. The mark-to-market movement of these instruments at balance date resulted in

a fair value write-up of $5.6 million (2022: write-up of $0.2 million).

The above adjustments, net of taxation, amount to a write-up of $5.5 million for the year (2022:

write-up of $4.9 million).

Notes:

1. Biological Produce (Grapes) is the difference between market value paid for grapes and the cost to grow grapes.


The Harvest Provision is reversed and only recognised when the finished wine is sold.

2. n/m means not meaningful.

TABLE 3 IMPACT OF FAIR VALUE ADJUSTMENTS

June 2023 June 2022 % change

NZ$ millions vs 2022

Operating NPAT 59.3 58.1 2%

Operating NPAT % of Revenue 16% 18%

NZ IFRS Fair Value Items

Biological Produce (Grapes)

1

2.1 6.6 -68%

Derivative financial Instruments 5.6 0.2 n/m

2

Total Fair Value Items 7.7 6.8 13%

Taxation of NZ IFRS fair value items (2.2) (1.9) -16%

Fair Value Items after Tax 5.5 4.9 12%

Reported NPAT 64.8 63.0 3%

DELEGAT ANNUAL REPORT 2023 CHAIR’S REPORT
13

RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE

Accounting for all fair value adjustments under NZ IFRS, the Group’s reported audited financial

performance for the year ended 30 June 2023 is reconciled to Operating Profit as detailed in

table 4.

CASH FLOW

The Group generated Cash Flows from Operations of $59.7 million in the current year, which

is a decrease of $5.9 million or 9% on the previous year. This decrease is principally due to

funding a higher working capital in respect of the 2023 vintage. A total of $66.2 million was

paid for additional property, plant, and equipment during the year, this includes vineyard

developments in New Zealand, and development of the Hawke’s Bay and Marlborough wineries,

which will provide earnings growth into the years ahead. The Group distributed $20.2 million

to Shareholders in dividends. Additional borrowings of $73.3 million were drawn down to fund

the increased capital investment during the year.

The Group has a $420 million syndicated Senior debt facility, having secured an additional

$39.9 million facility in July 2022 to finance the previously leased Dashwood Vineyard, located

in Marlborough’s Awatere Valley, and having secured an additional $45.0 million revolving

facility in June 2023. The Group is well positioned to fund its current operations as well as

future capital investment in both New Zealand and Australia. The Group’s net debt at 30 June

2023 amounted to $319.4 million, an increase of 28% compared to last year and remains well

within the Group’s long-term bank debt facilities.

June 2023June 2022

Notes:

1. EBIT means earnings before interest and tax.

2. NPAT means net profit after tax.

TABLE 4 RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE

Operating Fair Value Reported Operating Fair Value Reported

NZ$ millions Adjustment Adjustment

Revenue 375.8 5.6 381.4 325.4 0.2 325.6

Cost of Sales (213.7) 2.1 (211.6) (181.2) 6.6 (174.6)

Gross Profit 162.1 7.7 169.8 144.2 6.8 151.0

Operating Expenses (65.3) – (65.3) (55.4) – (55.4)

EBIT

1

96.8 7.7 104.5 88.8 6.8 95.6

Interest and Tax (37.5) (2.2) (39.7) (30.7) (1.9) (32.6)

N PAT

2

59.3 5.5 64.8 58.1 4.9 63.0


EBIT

1

96.8 7.7 104.5 88.8 6.8 95.6

Depreciation

and amortisation 23.6 – 23.6 23.4 – 23.4

EBITDA

3

120.4 7.7 128.1 112.2 6.8 119.0

3. EBITDA means earnings before interest, tax, depreciation and amortisation.

DELEGAT ANNUAL REPORT 2023 CHAIR’S REPORT
14

DIVIDENDS

The Directors consider that the underlying operational performance and continued strong

cash flows justify maintaining the dividend payout in line with last year. Accordingly, the

Directors are pleased to advise they have approved a fully imputed dividend payout of

20.0 cents per share. The dividend will be paid on 13 October 2023 to Shareholders on record

at 29 September 2023.

INVESTING FOR GROWTH

Delegat Group continues to invest to support our strategic goal of building a leading global

Super Premium wine company. During the year under review $101.7 million was invested in

growth assets including development of the Group’s wineries, land acquisition and vineyard

development in New Zealand and the Barossa Valley, Australia. This amount includes $68.0

million of capital expenditure and the acquisition of the Dashwood vineyard for $33.7 million

(transferred from right-of-use assets) outlined on page 13.

The Board also fully realises the importance of driving high standards of responsibility on

Environmental, Social and Governance (ESG) issues across the business. The Group, as a

founding member of Sustainable Winegrowing New Zealand (SWNZ), continues work on a

range of new initiatives as presented in the Managing Director’s report, focused on reducing

the Delegat Group’s environmental impact, enhanced Health and Safety outcomes for our

people, and increasing diversity and inclusion.

The Group plans to invest an additional $95.0 million in 2024 to provide earnings growth in

the years ahead. This includes significant investment in our wineries in the Hawke’s Bay and

Marlborough, and vineyard development in New Zealand. This capital investment supports

the Group’s plan to grow sales to 4,107,000 cases by 2026 and will provide for further growth

beyond that period.

OUR GREAT WINE PEOPLE

The Board would like to take this opportunity to acknowledge our Delegat Great Wine People

around the world. Our global team have once again shown great resolve and achieved new

performance records on our journey building a leading global Super Premium wine company.

We take immense pride in the unique culture our people have cultivated, founded on our values

of Aim High, Mastery and Winning Together. The commitment and talent of our global team

underpins our success and positions the Group well to deliver on its growth plans.

A GLOBAL ‘POWERHOUSE’
IN THE SUPER PREMIUM

WINE CATEGORY,

OYSTER BAY CONTINUES

TO DRIVE LEADING

CAT EGORY GROW T H

ACROSS ITS RANGE OF

COOL CLIMATE WINES.

2021 OYSTER BAY PINOT NOIR – 95 POINTS 2023 NEW WORLD WINE AWARDS

17
The Group’s results in 2023 represented another key milestone in our journey to build a leading

global Super Premium wine company. Thanks to the dedicated efforts of our entire global

team, the Group delivered a strong Operating Net Profit after tax of $59.3 million, record global

case sales and strong net cash flows from operations.

THE COMPANY'S

STRONG PERFORMANCE

IS UNDERPINNED BY

THE CALIBRE OF

OUR DELEGAT GR E AT

WINE PEOPLE.

MANAGING DIRECTOR'S REPORT 2023

STEVEN CARDEN

MANAGING DIRECTOR

DELEGAT ANNUAL REPORT 2023 MANAGING DIRECTOR’S REPORT
18

GLOBAL SALES PERFORMANCE

The Group achieved record global sales of 3,676,000 cases, which is 9% higher than the previous

year. This is a strong result in a global wine market showing flat wine sales. The performance is

testament to the strength of our brands, the enduring relationships with our distributor partners

and the effectiveness of our entire global team. Our in-market sales teams remain a strength of

the business and they have engaged productively with customers and distributors throughout

the year, providing valuable market knowledge and focus.

Sales continue to be well diversified by market, with 48% of the Group’s sales in North America,

34% in the United Kingdom, Ireland and Europe, and 18% in Australia, New Zealand and Asia

Pacific region. With the dedication of our global team we remain committed to sustaining this

success and driving further growth in the coming years.

NORTH AMERICA

The North American market remains a key focus for growth. The Group again delivered strong

growth in North America, increasing sales volumes by 9% to a record 1,747,000 cases.

The United States, with over 52 million premium wine consumers, is the Group’s largest market

and our most significant opportunity for future growth. The demand for premium imported

wine, particularly Marlborough Sauvignon Blanc, continues to grow in the US. Oyster Bay is

now a category leading New Zealand wine brand in the US market and Oyster Bay Sauvignon

Blanc is a top five white wine by value. Our focus will be on expanding our share of the growing

Sauvignon Blanc category. This will involve further investment in improving our Rate of Sale

across our distribution footprint and reaching new consumers with our digital marketing

program. Further, Oyster Bay Pinot Gris is now the top imported premium Pinot Gris in the US

and we remain committed to growing its profile in that market along with our Pinot Noir and

Chardonnay products.

In Canada, Oyster Bay has maintained its position as a category leading wine brand. This success

is underpinned by a strong distribution presence across each of Canada’s provincial liquor

boards, supported by a long term investment in consumer communications throughout the

market. Oyster Bay Sauvignon Blanc remains a leading white wine in the country, growing its

share of the category. Oyster Bay Chardonnay, Pinot Grigio and Pinot Noir are in the top selling

Premium wines in their respective varietal categories, regardless of origin. Canada remains an

exciting market in the years ahead.

UNITED KINGDOM, IRELAND AND EUROPE

Sales in the United Kingdom, Ireland and Europe region resulted in a standout year, growing

by 17% to reach 1,237,000 cases. This strong performance reflects the power of the Group’s

brands and distribution platform, alongside successful promotional programming with key

National Account customers, in a region where there is a continued demand for premium New

Zealand wine.

DELEGAT ANNUAL REPORT 2023 MANAGING DIRECTOR’S REPORT
19

Oyster Bay has maintained its leadership position in the premium category in the United

Kingdom. Chardonnay and Merlot continue to lead their individual varietal categories above

£8, regardless of origin. In Ireland, Oyster Bay continues to achieve success as the number one

premium New Zealand wine brand.

AUSTRALIA, NEW ZEALAND AND ASIA PACIFIC

In the established markets of New Zealand and Australia, Oyster Bay is a category-leading

premium wine brand. Case sales in the Australia, New Zealand and Asia Pacific region remained

consistent at 692,000 cases.

In Australia, Oyster Bay Sauvignon Blanc remains the top-selling wine by value. Oyster Bay

Chardonnay remains a top-selling premium Chardonnay whilst Oyster Bay Merlot is a category

leader. Barossa Valley Estate Grenache Shiraz Mourvèdre maintained its leadership position in

its premium varietal category.

The New Zealand business had a successful year with sales increasing by 5% over last year. This

result is particularly impressive considering the introduction of a price increase in the market

during the year. Oyster Bay was voted Most Trusted New Zealand Wine Brand by consumers in

the Reader’s Digest 2023 awards.

In China, the Group experienced very strong growth (up 61% over last year) as wine consumption

patterns evolve. China represents a long-term growth opportunity for the Group. The Asia

Pacific region and the Middle East market are emerging growth markets for the Group. To

capitalise on this opportunity, we have appointed a manager responsible for this region to drive

sales.

BRANDS AND COMMUNICATIONS

The Group’s goal is to establish Oyster Bay and Barossa Valley Estate as leading brands in the

premium wine category globally. Based on wine consumption patterns, the Group classifies

markets as Established, Growth or Emerging. Marketing activities are then tailored to the

specific needs of each market and phases of brand development. Marketing programmes are

designed to grow consumer awareness and affinity, supporting distribution and rate of sale

growth for our brands. Last year Oyster Bay engaged online with 64 million wine lovers across

the globe through various digital media platforms, delivering over 780 million impressions.

We will continue to invest in consumer communications to drive awareness, strengthen brand

affinity and support sales growth.

The Group works closely with its retail partners to develop highly effective in-store activations

that support rate of sale and nurture long-term brand affinity. In today’s consumer environment,

the Group uses a mix of media channels, both online and offline, to attract and engage the

premium wine consumer.

DELEGAT ANNUAL REPORT 2023 MANAGING DIRECTOR’S REPORT
21

LAST YEAR OYSTER

BAY ENGAGED WITH 64

MILLION WINE LOVERS

ACROSS THE GLOBE

THROUGH ITS MEDIA

PL AT FOR M.

2023 HARVEST

The 2023 harvest yielded high quality fruit across all three of our wine regions. Most notably,

the vintage outcome for Hawke’s Bay is a testament to the hard work and dedication of our

people to overcome the challenges posed by Cyclone Gabrielle. The Group harvest of 45,340

tonnes was up 1% from the 2022 harvest. The Group has appropriate inventories to achieve the

2024 forecast case sales as outlined in this report.

SUSTAINABILITY

Sustainability remains a priority for the Group, reflecting the strong leadership role the Group

plays in the practice of sustainable winegrowing and wine production. As a leader in the New

Zealand wine industry and as a founding member of Sustainable Winegrowing New Zealand

(SWNZ) since 2002, the Group takes its responsibilities to respect and protect the environment

very seriously. The Group’s New Zealand vineyards and wineries are 100% accredited by the

independently audited SWNZ Sustainability Programme. The commitment to sustainability

extends to operations in the Barossa Valley.

The Group utilises a sustainability framework that focuses on three key areas: (1) building an

enduring business (addressing climate risk and greenhouse gas emissions, shareholder value,

risk and governance, and water stewardship); (2) our people and community thrive

(encompassing health, safety and wellbeing, diversity and inclusion, and engagement,

employment and collaboration); and (3) crafting wine with care (covering biodiversity,

packaging and waste, and sustainable viticulture and winemaking). This framework drives

various initiatives aimed at promoting positive environmental, social and governance outcomes

throughout the business. The Group worked with Toitū to measure carbon emissions in FY23

and is now in the process of establishing goals and initiatives to lower our carbon intensity.

DELEGAT ANNUAL REPORT 2023 MANAGING DIRECTOR’S REPORT
22

2023 2024 2025 2026

Case Sales (000s) Actual Forecast Projection Projection

Total Cases 3,676 3,824 3,947 4,107

GROUP OUTLOOK

The Group’s strategic goal is to build a leading global Super Premium wine company. Delegat will

build global brands from world leading regions, focusing on the varieties which those regions

can produce to a globally recognised standard. The Board is confident in the Group’s ability to

prosper and drive sustainable sales and earnings growth over the long term. Accordingly, the

Group continues to invest in its assets, brands, and people in line with our strategic goal.

Delegat plans to grow sales by 12% to 4,107,000 cases over the next three years. The primary

driver of planned growth is Oyster Bay sales in North America. Accordingly, the Group will

continue to invest strongly in that market. We will also be exploring opportunities to improve

our price realisation in our established markets, offsetting the impact of inflation on our cost

structure.

With respect to the 2024 year, Delegat plans to grow sales by 4% to 3,824,000 cases and

forecasts Operating Net Profit after Tax

1

to be in the range of $62 to $67 million.

TABLE 5 GROUP OUTLOOK CASE SALES

OUR PEOPLE

The success of our approach, driven by the committed spirit and support of our Delegat Great

Wine People, is reflected in the results detailed within this report. Our people are instrumental

to the company’s performance over the last year and to realising the Group’s future goals.

We are immensely grateful for their hard work and resilience, and appreciative of the way

our people again brought to life our core values of Winning Together, Aim High, and Mastery.

They were particularly evident this year in how our team coped with the challenges of Cyclone

Gabrielle. Our people have collectively built a high performance team culture that is respected

across the global wine industry. I would like to take this opportunity to thank each and every

one of our people around the world. We are proud to have such a remarkable team supporting

our vision and goals.

1.

Operating NPAT means NPAT before NZ IFRS fair value adjustments, and any other one-off non-operating items, after tax.

OUR GLOBAL TEAM OF
DELEGAT GREAT WINE

PEOPLE ARE KEY TO US

REALISING OUR GOALS.

JUST AS IT TAKES A GREAT
WINE COMPANY TO

CREATE GREAT WINES, IT

TAKES GREAT WINE PEOPLE

TO CREATE A GREAT WINE

C O M PA N Y.

26
The Board of Delegat Group Limited is responsible for the strategic direction of the Group and

ensuring the Group is managed to protect and enhance Shareholders and other stakeholders’

interests.

Some of the key responsibilities of the Board include:

• Adopting the strategic plans of the Group, set by the Managing Director in conjunction with

the Group’s senior management team;

• Monitoring the Group’s operational and financial performance;

• Ensuring the Group develops effective policies and procedures concerning disclosure of

important information to the market and Shareholders;

• Setting and monitoring high standards of ethical behaviour in the Group; and

• Oversight of the Group’s people and culture policies and strategies, including: remuneration,

health and safety, succession and development, diversity and inclusion.

The Board has adopted what it believes are appropriate corporate governance policies and

procedures, which it periodically reviews to ensure that the Group’s responsibilities and

obligations are met. The principal corporate governance policies concern:

• The appointment and retirement of Directors;

• The composition and performance of the Board;

• The balance between Executive and Non-Executive Directors;

• Directors’ access to independent professional advice; and

• The constitution and operation of Board Committees, which comprise Directors, and in

some cases, by invitation, representatives of the Group’s senior management team. The

Board has formally constituted an Audit and Risk Committee and a People, Culture and

Safety Committee.

The Board currently comprises seven Directors, six of whom are non-executive (Graeme Lord,

Jim Delegat, Rose Delegat, Alan Jackson, Phillipa Muir and Gordon MacLeod); four of whom

are non-independent (Jim Delegat, Rose Delegat, Graeme Lord and Steven Carden); and three

of whom are independent (Alan Jackson, Phillipa Muir and Gordon MacLeod), as defined in the

NZX Listing Rules.

The Board of Delegat Group Limited meets formally a minimum of six times during the financial

year and holds additional meetings as required to deal with specific matters of the Group.

BOARD OF DIRECTORS 2023

27
STEVEN CARDEN Managing Director

Steven Carden is the Managing Director of Delegat Group Limited.

Steven is responsible for developing growth plans, building a high

performing organisation and executing business plans. Prior to joining

Delegat in January 2022, Steven was the CEO of New Zealand’s

largest farming company, Pāmu, where he transformed the State

Owned Enterprise into a modern, diversified agribusiness. Steven

has held senior executive roles at PGG Wrightson, and was a former

manager at McKinsey & Company in New York. Steven is the founder

of the First Foundation charity, and the vertical farming company,


26 Seasons.

GRAEME LORD Non-Executive Chair

Graeme Lord is the Non-Executive Chair of Delegat Group Limited.

He originally joined Delegat in 1999, holding senior executive roles

in strategy, marketing and sales leadership roles, and from 2014 to

2018 was the Managing Director and Acting Managing Director from

April 2021 to January 2022. Graeme was previously CEO of Macpac

Wilderness Equipment, and a Consultant with The Boston Consulting

Group. He is a Chartered Member of the Institute of Directors.

JAKOV (JIM) DELEGAT Non-Executive Director

Jim Delegat is a Non-Executive Director of Delegat Group Limited

and has been on the Board since the Company listed in 2006. The

Group continues to benefit from Jim's experience and expertise

that he has given the company for more than 35 years. He has been

involved in the New Zealand wine industry all his working life and is

thoroughly experienced in every aspect of the business. Jim is one

of only a handful of second generation family wine producers in the

country. Active in industry affairs, Jim has been a Director of both

the Wine Institute of New Zealand and New Zealand Winegrowers,

having previously served on the Board of the Wine Institute of New

Zealand for more than 13 years.


Jim Delegat was awarded Visionary

Leader at the Deloitte Top 200 Awards 2022. He is a member of the

Institute of Directors.

ROSEMARI (ROSE) DELEGAT Non-Executive Director

Rose Delegat is a Non-Executive Director of Delegat Group Limited

and has been on the Board since the Company listed in 2006. The

Group continues to benefit from Rose’s experience and the expertise

that she has given to the company for more than 35 years. She was

responsible for initiating the Group’s drive into export markets in the

1980s and was the inaugural Chairperson (1987 – 1990) of the special

United Kingdom Exporting Group, part of the Wine Institute of New

Zealand. Rose Delegat was awarded Visionary Leader at the Deloitte

Top 200 Awards 2022. She is a Member of the Institute of Directors.

28
PHILLIPA MUIR Non-Executive Independent Director

Phillipa Muir is a Non-Executive Director of Delegat Group Limited and

joined the Board in 2020. Phillipa is currently also Chair of Fletcher

Building’s Employee Educational Fund, a senior partner and Chair of

law firm Simpson Grierson, a Trustee of Sweet Louise Foundation and

Chair of Auckland Grammar School’s Headmaster’s Council. Phillipa

was awarded the Excellence in Governance Award at the NZ Women

in Governance Awards 2018 and has held a number of previous

governance roles. She is a Member of the Institute of Directors.

GORDON MACLEOD Non-Executive Independent Director

Gordon is a Non-Executive Director of Delegat Group Limited and

joined the Board in February 2022. Gordon also Chairs the Audit and

Risk Committee of the Company. Gordon is a professional director

and is also a Director of Spark New Zealand Limited, and a Trustee

of Breast Cancer Foundation NZ. He previously worked for 15 years

with Ryman Healthcare, as Chief Executive Officer and before that

as Deputy Chief Executive Officer and Chief Financial Officer. He

has been a corporate finance Partner with PwC and was the Finance

Director of a London-listed hi-tech engineering company. Gordon

has a Bachelor of Commerce degree and is a Fellow of Chartered

Accountants Australia and New Zealand (FCA). He is a Member of the

Institute of Directors.

Dr ALAN JACKSON Non-Executive Independent Director

Dr Alan Jackson is a Non-Executive Director of Delegat Group

Limited and has been on the Board since 2012. Alan was, until 2009,

Chairman Australasia, Senior Vice President and Director of The

Boston Consulting Group. He has been an international management

consultant since 1987 with The Boston Consulting Group and has

proven experience at the most senior levels of international and

government business. In addition, Alan has over 10 years experience,

including Chair of Housing New Zealand, New Zealand Thoroughbred

Racing, ThoroughVision Network and as a Director of Fletcher

Building. Alan is a Fellow of the Institute of Professional Engineers

and Chartered Fellow of the New Zealand Institute of Directors.

29
The Directors are responsible for ensuring that the financial statements give a true and fair

view of the financial position, financial performance and cash flows for the Group as at 30 June

2023.

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 and financial performance of

the Group and the compliance of the financial statements with the Financial Markets Conduct

Act 2013 and Financial Reporting Act 2013.

The Directors consider they have taken adequate steps to safeguard assets of the Group.

The Directors have pleasure in presenting the following financial statements for the year ended

30 June 2023.

The Board of Directors of the Group authorised these financial statements for issue on

24 August 2023.

For, and on behalf of, the Board.

24 August 2023

DIRECTORS’ RESPONSIBILITY STATEMENT 2023

STEVEN CARDEN

MANAGING DIRECTOR

GRAEME LORD

NON-EXECUTIVE CHAIR

MARLBOROUGH VINEYARD

WINE SPECTATOR MAGAZINE
One of the most consistently-awarded red wine

brands in the world, Barossa Valley Estate’s

2019 Shiraz, Cabernet Sauvignon and Grenache

Shiraz Mourvèdre were all awarded 90+ points

in competition last year while our iconic

E&E Black Pepper Shiraz has been awarded

90+ points for 11 years running by Wine

Spectator Magazine which also recognised it as

one of Australia’s Top 25 Benchmark wines.

90+ POINTS

11 Y EA RS

IN A ROW

31
STATEMENT OF FINANCIAL PERFORMANCE

Notes 2023 2022

$000 $000

Revenue 3 381,442 325,566

Profit before finance costs 4 104,477 95,566

Finance costs 3 14,726 9,412

Profit before income tax 89,751 86,154

Income tax expense 17 24,926 23,140

Profit for the year attributable to Shareholders of the Parent Company 64,825 63,014


Earnings per share

– Basic and fully diluted earnings per share (cents per share) 5 64.10 62.31



The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

32
STATEMENT OF OTHER COMPREHENSIVE INCOME

Notes 2023 2022

$000 $000

Profit after income tax 64,825 63,014

Other comprehensive income that may subsequently be classified to the profit and loss:

– Translation of foreign subsidiaries 6b 311 3,552

– Net gain/(loss) on hedge of a net investment 572 (984)

– Income tax relating to components of other comprehensive income 17 (160) 275

Total comprehensive income for the year, net of tax 65,548 65,857


Comprehensive income attributable to Shareholders of the Parent Company 65,548 65,857

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

33
STATEMENT OF CHANGES IN EQUITY

Notes

Share

Capital

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 30 June 2022 49,815 (797) 450,448 499,466

Changes in equity for the year ended 30 June 2023

Other comprehensive income

– Translation of foreign subsidiaries 6b – 311 – 311

– Net gain on hedge of a net investment – 572 – 572

– Income tax relating to components of


other comprehensive income 17 – (160) – (160)

Total other comprehensive income – 723 – 723

– Net profit for the year – – 64,825 64,825

Total comprehensive income for the year – 723 64,825 65,548

Equity transactions

– Dividends paid to Shareholders 7 – – (20,243) (20,243)

Balance at 30 June 2023 49,815 (74) 495,030 544,771


The accompanying notes form part of these financial statements

FOR THE YEAR ENDED 30 JUNE 2023

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

34
STATEMENT OF CHANGES IN EQUITY CONTINUED

Notes

Share

Capital

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 30 June 2021 49,815 (3,640) 407,675 453,850

Changes in equity for the year ended 30 June 2022

Other comprehensive income

– Translation of foreign subsidiaries 6b – 3,552 – 3,552

– Net loss on hedge of a net investment – (984) – (984)

– Income tax relating to components of


other comprehensive income 17 – 275 – 275

Total other comprehensive income – 2,843 – 2,843

– Net profit for the year – – 63,014 63,014

Total comprehensive income for the year – 2,843 63,014 65,857

Equity transactions

– Dividends paid to Shareholders 7 – – (20,241) (20,241)

Balance at 30 June 2022 49,815 (797) 450,448 499,466



FOR THE YEAR ENDED 30 JUNE 2022

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

35
STATEMENT OF FINANCIAL POSITION

Notes 2023 2022

$000 $000

Equity

Share capital 6 49,815 49,815

Foreign currency translation reserve 6b (74) (797)

Retained earnings 495,030 450,448

Total Equity 544,771 499,466


Liabilities

Current Liabilities

Trade payables and accruals 8 52,211 41,436

Derivative financial instruments 9 4,009 8,096

Income tax payable 1,955 6,596

Lease liability 16 5,231 44,775

63,406 100,903

Non-Current Liabilities

Deferred tax liability 17 40,785 33,000

Derivative financial instruments 9 9 653

Interest-bearing loans and borrowings 10 326,008 253,777

Lease liability 16 88,328 79,548

455,130 366,978

Total Liabilities 518,536 4 6 7, 8 8 1

Total Equity and Liabilities 1,063,307 9 6 7, 3 47



The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2023

36
STATEMENT OF FINANCIAL POSITION CONTINUED

Notes 2023 2022

$000 $000

Assets

Current Assets

Cash and cash equivalents 6,610 5,117

Trade and other receivables 11 62,478 54,129

Derivative financial instruments 9 2,605 1,959

Inventories 12 209,755 182,983

Biological work in progress 13 14,710 13,704

296,158 2 5 7, 8 9 2

Non-Current Assets

Property, plant and equipment 14 686,002 603,118

Right-of-use assets 16 71,457 96,478

Intangible assets 15 6,721 7, 0 6 5

Derivative financial instruments 9 2,969 2,794

76 7,14 9 709,455

Total Assets 1,063,307 967,347

For, and on behalf of, the Board, who authorised the issue of the financial statements on 24 August 2023.

GS Lord, ChairmanSD Carden, Managing Director

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2023

37
STATEMENT OF CASH FLOWS

2023 2022

$000 $000


Operating Activities

Cash was provided from

Receipts from customers 367,963 315,306

367,963 315,306

Cash was applied to

Payments to suppliers and employees 274, 245 216,453

Net GST paid 1,596 1,329

Net interest paid 10,516 8,713

Net income tax paid 21,890 23,168

308,247 249,663

Net Cash Inflows from Operating Activities 59,716 65,643


Investing Activities

Cash was provided from

Proceeds from sale of property, plant and equipment 202 72

Dividends received 46 1

248 73

Cash was applied to

Purchase of property, plant and equipment 62,857 36,462

Purchase of intangible assets 332 311

Capitalised interest paid 3,054 1,308

66,243 38,081

Net Cash Outflows from Investing Activities (65,995) (38,008)


The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

38
STATEMENT OF CASH FLOWS CONTINUED

2023 2022

$000 $000


Financing Activities

Cash was provided from

Proceeds from borrowings 85,716 312,688

85,716 312,688

Cash was applied to

Dividends paid to shareholders 20,231 20,226

Borrowing facility fees 128 965

Repayment of borrowings 12,467 318,494

Repayment of lease liability 45,053 5,133

7 7, 8 7 9 344,818

Net Cash Inflows/(Outflows) from Financing Activities 7, 8 3 7 (32,130)


Net Increase/(Decrease) in Cash Held 1,558 (4,495)

Cash and cash equivalents at beginning of the year 5,117 8,943

Effect of exchange rate changes on foreign currency balances (65) 669

Cash and Cash Equivalents at End of the Year 6,610 5,117

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

39
STATEMENT OF CASH FLOWS CONTINUED

2023 2022

$000 $000

Reconciliation of Profit for the Year with Cash Flows from Operating Activities

Reported profit after tax 64,825 63,014

Add/(deduct) items not involving cash flows

Depreciation and amortisation expense 23,611 23,443

Other non-cash items 676 3,240

Loss/(Gain) on disposal of assets 67 (16)

Movement in derivative financial instruments (5,552) (202)

Movement in deferred tax liability 7,7 8 5 1,350

26,587 27,815

Movement in working capital balances are as follows

Trade payables and accruals 10,775 12,538

Trade and other receivables (8,349) (10,132)

Inventories (26,772) (23,001)

Biological work in progress (1,006) (1,624)

Income tax (4,641) (1,639)

Add items classified as investing and financing activities

Capital purchases included within trade payables and inventories (1,703) (1,328)

(31,696) (25,186)

Net Cash Inflows from Operating Activities 59,716 65,643


Reconciliation of movement in Net Debt:

Opening balance at 1 July 248,660 249,058

Per statement of cash flows:

– Proceeds from/(Repayment of) borrowings 73,249 (5,806)

– Borrowing facility fees (128) (965)

– Net (Increase)/Decrease in cash held (1,558) 4,495

Foreign exchange movement (1,088) 1,392

Other

non-cash movements 263 486

Closing balance at 30 June 319,398 248,660

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

40
NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

REPORTING ENTITY

The financial statements presented are those of Delegat Group Limited and its subsidiaries (the Group). Delegat

Group Limited is a company limited by shares, incorporated and domiciled in New Zealand and registered under the

Companies Act 1993. The Parent shares are publicly traded on the New Zealand Stock Exchange.

The financial statements comprise the statement of financial performance, statement of other comprehensive

income, statement of changes in equity, statement of financial position and statement of cash flows, as well as the

notes to the financial statements. The financial statements for the Group for the year ended 30 June 2023 were

authorised for issue in accordance with a resolution of the Directors on 24 August 2023.

BASIS OF PREPARATION

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New

Zealand (NZ GAAP) and the requirements of the Financial Markets Conduct Act 2013. For the purposes of complying

with NZ GAAP, the entity is a for-profit entity. These financial statements are presented in New Zealand Dollars,

rounded to the nearest thousand. They are prepared on a historical cost basis, except for derivative financial

instruments and biological produce which have been measured at fair value.

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that

affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates

and associated assumptions are based on historical experience and various other factors that are believed to be

reasonable under the circumstances. Actual results may vary from these estimates. The estimates and underlying

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

which the estimates are revised if the revision affects only that period, or in the period of revision and future periods

if the revision affects both current and future periods.

S TATE M E NT O F C O M PLI A N C E

The financial statements comply with New Zealand equivalents to International Financial Reporting Standards and

other applicable Financial Reporting Standards (NZ IFRS), as applicable to the Group as a profit-oriented entity. The

financial statements comply with International Financial Reporting Standards (IFRS).

BASIS OF CONSOLIDATION

The consolidated financial statements comprise the financial statements of the Group as at 30 June 2023 and

comparatives as at 30 June 2022.

Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is exposed, or

has rights, to variable returns from its investment in the entity, and has the ability to affect those returns through its

power over the entity. Specifically, the Group controls an entity if, and only if, the Group has:

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

– Exposure, or rights, to variable returns from its involvement with the entity; and

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

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent, using consistent

accounting policies. The effects of intercompany transactions are eliminated in preparing the consolidated financial

statements.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be

consolidated from the date on which control is transferred out of the Group. The acquisition of subsidiaries is

accounted for using the acquisition method of accounting as noted on the following pages.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

41
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

BUSINESS COMBINATIONS

The acquisition method of accounting is used to account for all business combinations regardless of whether

equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares

issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in a business

combination, the fair value of the instruments is their published market price at the date of the exchange, unless, in

rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable measure

of fair value. Transaction costs arising on the issue of equity instruments are recognised directly within equity.

Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value

less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business

combination are measured initially at their fair values as at acquisition date, irrespective of the extent of any non-

controlling interests. The excess of the cost of the business combination over the net fair value of the Group’s share

of the identifiable net assets acquired is recognised as goodwill. If the cost of the acquisition is less than the Group’s

share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the

statement of financial performance, but only after a reassessment of the identification and measurement of the net

assets acquired.

Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to

the present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being

the rate at which similar borrowings could be obtained from an independent financier under comparable terms and

conditions.

GOODS AND SERVICES TAX (GST)

The statement of financial performance, statement of other comprehensive income, statement of changes in equity

and statement of cash flows have been prepared so that all components are stated net of GST. All items in the

statement of financial position are stated net of GST, with the exception of receivables and payables, which include

GST invoiced.

FOREIGN CURRENCIES

a) Functional and Presentation Currency

The presentation currency of the Group is the New Zealand Dollar. Each subsidiary company in the Group determines

its own functional currency and uses that functional currency for its individual financial statements. Subsidiary

companies with a different functional currency than that of the Group are translated through converting all reported

assets and liabilities at the closing rate at the date of the balance sheet, while income and expenses are translated

at exchange rates at the dates of the transactions. Any resulting exchange differences are recognised as a separate

component of equity.

b) Transactions and Balances

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates

ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the

rate of exchange ruling at the balance sheet date.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term

deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and

which are subject to an insignificant risk of change in value. For the purposes of the statement of cash flows, cash

and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Bank overdrafts are included within interest-bearing loans and borrowings in current liabilities in the statement of

financial position.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

42
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NET DEBT

Net debt is the sum of the Group’s interest-bearing loans and borrowings less cash and cash equivalents.

OTHER ACCOUNTING POLICIES

Other accounting policies that are relevant to an understanding of the financial statements are provided throughout

the notes to the financial statements.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

In applying the Group’s accounting policies, management continually evaluates the judgements, estimates and

assumptions based on experience and other factors, including expectations of future events that may have an

impact upon the Group. All judgements, estimates and assumptions made are believed to be reasonable based upon

the most current set of circumstances available to management. The actual results may differ from the judgements,

estimates and assumptions used. The significant judgements, estimates and assumptions made by management in

the preparation of these financial statements are disclosed within the specific financial statement notes as shown

below:

Area of Judgement, Estimate or Assumption

Selling, marketing and promotional accruals

Fair value of grapes at point of harvest

Estimation of useful lives of assets

Impairment of property, plant and equipment

Impairment of intangible assets

Lease term and discount rates

Note

Note 3 Revenue and Segmental Reporting

Note 12 Inventories

Note 14 Property, Plant and Equipment

Note 14 Property, Plant and Equipment

Note 15 Intangible Assets

Note 16 Leases

To allow the Accounting Policies and Significant Accounting Judgements, Estimates and Assumptions to be easily

identified within the notes, Accounting Policies have been identified with an

symbol, and Significant Accounting

Judgements, Estimates and Assumptions with an

symbol.

CHANGES IN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

Standards and Interpretations that have recently been issued or amended, but are not yet effective, have not been

adopted by the Group for the annual report period ending 30 June 2023.

There are standards, amendments and interpretations which have been approved by the External Reporting Board

(XRB) but are not yet effective. The Group expects to adopt these standards when they become mandatory. None

are expected to materially impact the Group’s financial statements although may result in disclosure changes.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

43
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial liabilities comprise interest-bearing loans and borrowings, lease liabilities, and trade

payables and accruals. The main purpose of these financial liabilities is to raise funding for the Group’s ongoing

operations. The Group also has financial assets such as trade and other receivables, and cash and cash equivalents,

which arise directly from its operations.

The Group is counterparty to derivative financial instruments, principally being foreign currency forward exchange

contracts and options, and interest rate swaps. The purpose of entering into foreign currency forward exchange

contracts and options is to manage currency risk primarily arising from foreign denominated trade receivables.

Interest rate swaps are entered into with the aim of mitigating interest rate risk to movements on floating rate debt

facilities.

The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk

and liquidity risk. Each of the main operational risks are reviewed by the Treasury Management Committee (TMC)

and their recommendations are provided to the Board of Directors. The composition of the TMC includes the Chief

Financial Officer, Group Financial Controller, Group Financial Planning Manager and Independent Treasury Advisors.

The Board reviews and agrees policies for managing each of these risks as summarised below. Board approval is

required for any movement outside policy.

FOREIGN CURRENCY RISK

The net assets employed through subsidiary companies based overseas exposes the Group to foreign currency risk

as a result of changes in the GBP/NZD, AUD/NZD, USD/NZD, EUR/NZD, CAD/NZD, SGD/NZD, JPY/NZD, HKD/NZD

and CNY/NZD exchange rates. The Group also has foreign currency risk resulting from sales of product in a currency

which is other than that of the New Zealand Dollar. Profits from each export region are repatriated and reported in

New Zealand Dollars and the Group is exposed to changes in foreign exchange rates.

To minimise foreign currency risk the Group enters into forward exchange contracts and options for foreign

denominated sales at levels which are considered to be highly probable. The Group attempts to maintain foreign

currency cover of between 75% to 100% of highly probable sales in one to three months, 50% to 75% for highly

probable sales in four to six months, 25% to 50% for highly probable sales in seven to 12 months, 0% to 50% for

sales between 13 to 18 months and 0% to 25% for sales thereafter. The Group has the option of increasing foreign

exchange cover to 100% for any time period upon approval by the Board of Directors.

When the Group is exposed to foreign currency risk as a result of being contractually committed to purchase capital

items from an overseas supplier and such expenditure is expected to exceed $200,000, the Group’s policy is to

ensure the foreign currency exposure is covered in full. Any capital expenditure below $200,000 is to be covered at

the discretion of the TMC, based on such factors as timing for payment and expected volatility of currency markets.

It is the Group’s policy that in no instance is trading for speculative purposes permitted.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

44
At 30 June 2023, had the New Zealand Dollar (NZD) moved as illustrated in the following table with all other variables

held constant, post-tax profit and equity would have been affected as follows:

IMPACT ON 2023 REPORTED IMPACT ON 2022 REPORTED

Post-Tax Equity Post-Tax Equity

Profits Profits

Group $000 $000 $000 $000


NZD/USD +5% 2,544 2,544 3,349 3,349

NZD/USD -5% (3,072) (3,072) (3,850) (3,850)

NZD/GBP +5% 2,168 2,168 1,274 1,274

NZD/GBP -5% (2,452) (2,452) (1,415) (1,415)

NZD/AUD +5% 667 (427) 867 (247)

NZD/AUD -5% (734) 476 (1,042) 189

NZD/CAD +5% 522 522 517 517

NZD/CAD -5% (649) (649) (637) (637)

NZD/EUR +5% 133 133 60 60

NZD/EUR -5% (147) (147) (66) (66)


The above table calculates the impact of a change in foreign exchange rates on closing equity and post-tax profits

of the Group, as a result of the Group being counterparty to transactions which are foreign currency denominated.

Foreign currency denominated balances include trade and other receivables, trade payables and accruals, loans

and borrowings, cash on hand, and unsettled foreign exchange contracts that exist at balance sheet date. The net

foreign currency exposure is determined in aggregate and the impact on post-tax profits determined as a result of a

+/- 5% movement in foreign exchange rates. A +5% movement reflects the strengthening of the NZD relative to the

other currency, whereas a -5% movement reflects the weakening of the NZD relative to the other currency.

The impact upon the Group’s equity balance is derived through determining the impact on post-tax profits as noted

above.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Increase/

(decrease)

Increase/


(decrease)

Increase/


(decrease)

Increase/


(decrease)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

45
HEDGE OF NET INVESTMENT IN FOREIGN OPERATION

For hedges of a net investment in a foreign operation, the effective portion of the gain or loss on the

hedging instrument is recognised in the statement of other comprehensive income and accumulated in

the foreign currency translation reserve, while any ineffective portion is recognised immediately in the

statement of financial performance. On disposal of the foreign operation, the cumulative amount of any

such gains or losses accumulated within equity is transferred to the statement of financial performance.

The net assets employed in Barossa Valley Estate Pty Limited (BVE) exposes the Group to foreign currency risk as a

result of changes in the AUD/NZD exchange rate.

The foreign currency movement on translation of the net assets of BVE is included in the statement of other

comprehensive income. Since the acquisition of BVE the Group has maintained a portion of their external borrowings

in AUD to mitigate this risk. The foreign exchange movement on these external borrowings in the absence of hedge

accounting is included in the statement of financial performance.

External borrowings of A$29,350,000 have been designated as a hedge of the net investment in BVE. Gains or losses

on the retranslation of this borrowing are transferred to the statement of other comprehensive income to offset any

gains or losses on translation of the net assets of BVE. There is no hedge ineffectiveness in the year ended 30 June

2023.

INTEREST RATE RISK

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term and

short-term debt obligations with interest payable based on floating rates of interest. Interest rate risk is monitored

by the TMC on an ongoing basis. The recommendation by the TMC to enter into fixed or variable rate debt facilities

and decisions to retire existing debt instruments is made after consideration of the economic indicators impacting

upon the overnight cash rate, which influences the rates of interest charged by financial institutions. All funding

facilities recommended by the TMC must be approved by the Board of Directors.

The Group manages interest rate risk through maintaining a mix of debt instruments having variable and fixed

interest rates. The Group’s policy is to maintain a level of fixed debt facilities between 40% to 100% of core debt for

a period of one year, between 30% to 80% of projected core debt for periods of one to three years, and between 0%

to 60% of projected core debt facilities for three to five years.

The Group also manages interest rate risk through being counterparty to a series of interest rate swaps. The Group

agrees to settle or has the option to exchange, at specified dates, the difference between fixed and variable rate

interest amounts calculated by reference to an agreed upon notional principal amount. These are discussed in Note

9: Derivative Financial Instruments.

The table below demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables

held constant, on the Group’s post-tax profits and equity:

IMPACT ON 2023 REPORTED IMPACT ON 2022 REPORTED

Post-Tax Equity Post-Tax Equity

Profits Profits

Group $000 $000 $000 $000

2.00% Increase – 200 basis points


(2022: 2.00% Increase – 200 basis points) 2,200 2,200 (473) (473)

0.25% Decrease – 25 basis points


(2022: 0.25% Decrease – 25 basis points) (275) (275) 59 59


2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

46
The key assumptions which impact upon the values presented in the above table are the following:

– Cash and cash equivalents include deposits on call which are at floating interest rates. The estimated impact

upon interest revenues from these sources is based upon amounts held on deposit remaining at consistent

levels as reported at the balance sheet date. For foreign denominated deposits, the impact on foreign exchange

is based on the conversion rate existing at balance sheet date.

– Account balances that are trade receivables or trade payables are generally on 30 to 90 day terms and are non-

interest bearing and are not subject to interest rate risk.

– The impact upon the fair value of the interest rate swaps is based upon the differential in rates between the

Group paying a fixed rate of interest and receiving the floating New Zealand Bank Bill Rate (BKBM) multiplied by

the nominal amount under the swap agreement up until maturity.

– Interest payable on bank debt is based upon the BKBM/BBSY, plus a margin. The margin is dependent upon the

Group achieving certain financial covenants and the margin ranges from 0.91% to 1.90% (2022: 1.02% to 1.50%).

The analysis assumes that the margin and principal are held constant at the same rate as at the balance sheet

date with the sensitivity calculating the effect on interest expense of movements in the BKBM/BBSY rate. The

analysis excludes any future interest that would be capitalised as part of long-term assets.

– Included in the above table is the change in fair value of interest rate swaps, which results from changes in the

floating interest rate.

CREDIT RISK

The Group trades with recognised and creditworthy third parties. It is the Group’s policy that all customers who

wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on

an ongoing basis. The maximum exposure to the carrying amount of receivable balances is disclosed in Note 11. The

Group does not have any significant concentrations of credit risk.

LIQUIDITY RISK

Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level may lead to the

Group being unable to meet its day to day funding obligations. To minimise liquidity risk, the Group’s policy is to

maintain committed funding facilities at a minimum of 105% of the projected peak debt level over the next 12 months

(excluding the cash requirements for any business combinations).

A General Security Agreement exists in favour of Westpac New Zealand Limited, Westpac Banking Corporation,

Bank of New Zealand Limited, China Construction Bank (New Zealand) Limited and Hongkong and Shanghai

Banking Corporation Limited to secure amounts loaned to the Group. The General Security Agreement covers the

existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited, and Barossa

Valley Estate Pty Limited. The amount of the guarantee in respect of the banking facilities is not included in the table

on page 47 and is the lower value of the net assets of the Group and the aggregate of the loans advanced at balance

date. Loan facilities are disclosed in Note 10.

The table on page 47 presents all contractual payments which the Group is legally obliged to make and includes

all future interest payments on interest-bearing facilities. The interest cost has been estimated by maintaining the

current principal balance and interest rates that exist at balance sheet date. The table also includes the New Zealand

Dollar equivalent for the foreign currency amounts, which are to be delivered to fulfil obligations under foreign

currency contracts.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

47
Facility Type

30 June 2023

Facility


Limit

$000

Drawn at


Balance Sheet

Date

$000

< 1 year

$000

1 to 2 years

$000

> 2 years

$000

Working Capital facility 45,000 21,183 1,476 22,053 –

Multicurrency Facility A 100,000 100,000 6,620 103,899 –

Multicurrency Facility B 100,000 100,000 6,770 6,770 110,758

Term facility 39,900 39,897 2,908 41,610 –

Headroom facility 20,000 – – – –

Revolving Loan facility 45,000 – – – –

AUD Facility A 31,920 31,920 1,570 1,570 34,415

AUD Facility B 38,064 33,714 1,649 1,649 34,685

Lease liability N/A 93,559 10,220 9,338 137,821

Low value asset leases N/A N/A 4,952 3,897 5,141

Derivative financial instruments N/A N/A 178,629 1,529 (1,423)

Trade payables and accruals N/A 44,226 44,226 – –

Financial guarantee contracts N/A N/A 474 – –

As at 30 June 2023 419,884 464,499 259,494 192,315 321,397


Included in the table above are financial guarantees which are presented at their highest possible amount that can

be called at balance date. For each individual guarantee, if the obligation at balance date is lower than the maximum

amount callable under the guarantee then the lower value has been included. The guarantees can be called in favour

of the beneficiary if certain acts of non-performance occur. The Directors consider the likelihood of each financial

guarantee being called remote.

Facility Type

30 June 2022

Facility


Limit

$000

Drawn at


Balance Sheet

Date

$000

< 1 year

$000

1 to 2 years

$000

> 2 years

$000

Working Capital facility 45,000 39 1 1 40

Multicurrency Facility A 100,000 100,000 3,565 3,565 102,100

Multicurrency Facility B 100,000 85,000 3,158 3,158 93,176

Headroom facility 20,000 – – – –

AUD Facility A 32,492 32,492 876 876 34,760

AUD Facility B 38,747 37,086 967 967 38,622

Lease liability N/A 124,323 49,250 8,909 119,778

Low value asset leases N/A N/A 4,369 3,634 4,474

Derivative financial instruments N/A N/A 166,211 3,893 (1,435)

Trade payables and accruals N/A 34,149 34,149 – –

Financial guarantee contracts N/A N/A 366 – –

As at 30 June 2022 336,239 413,089 262,912 25,003 391,515


All of the above facilities have a floating rate of interest which is tied to the New Zealand BKBM for NZD facility/

Australian BBSY for AUD facility, plus margin. At balance sheet date the Group has interest rate swaps that cover

$117,189,000 (2022: $103,212,000) of the principal balance drawn at balance sheet date. Refer to Note 9.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

48
The Group maintains credit facilities at a level sufficient to fund the Group’s working capital during the period

between cash expenditure and cash inflow.

SUMMARY OF FINANCIAL INSTRUMENTS HELD

At the balance sheet date the Group reports the following categories of financial instruments:

2023 2022

$000 $000

Financial Assets

Financial assets at amortised cost 60,320 53,147

Financial assets at fair value through profit and loss 5,574 4,753

65,894 57,900

Financial Liabilities

Financial liabilities at amortised cost 463,793 412,249

Financial liabilities at fair value through profit or loss 4,018 8,749

4 6 7, 8 11 420,998

The Group does not have any financial assets or liabilities that are classified as fair value through other

comprehensive income (FVOCI).

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments is presented in the previous table. For financial instruments measured at

fair value, further disclosure is required that allocates the fair values into a measurement hierarchy. The following

principles have been applied in classifying these instruments:

Level 1 – the fair value is calculated using quoted prices in active markets;

Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for

the asset or liability, either directly (as prices) or indirectly (derived from prices);

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.

The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised

below:

Level 1 Level 2 Level 3 Total

30 June 2023 $000 $000 $000 $000

Financial Assets

Foreign currency forward exchange option contracts – 24 – 24

Foreign currency forward exchange contracts – 173 – 173

Interest rate swap contracts – 5,377 – 5,377

– 5,574 – 5,574

Financial Liabilities

Foreign currency forward exchange option contracts – 1,125 – 1,125

Foreign currency forward exchange contracts – 2,893 – 2,893

– 4,018 – 4,018


2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

49
The fair value of financial instruments held at balance date that are not traded on an active market include foreign

currency forward exchange contracts and options, and net settled interest rate swap contracts. The fair values are

derived through valuation techniques that maximise the use of observable market data where it is available and rely

as little as possible on entity specific estimates, calculated using discounted cash flow models and observable market

rates of interest and foreign exchange. If all significant inputs come from observable market data the instrument is

included in Level 2 of the hierarchy.

Level 1 Level 2 Level 3 Total

30 June 2022 $000 $000 $000 $000

Financial Assets

Foreign currency forward exchange option contracts – 165 – 165

Foreign currency forward exchange contracts – 238 – 238

Interest rate swap contracts – 4,350 – 4,350

– 4,753 – 4,753

Financial Liabilities

Foreign currency forward exchange option contracts – 4,068 – 4,068

Foreign currency forward exchange contracts – 4,681 – 4,681

– 8,749 – 8,749


FINANCIAL RISK ASSOCIATED TO BEARER PLANTS

The Group is exposed to financial risks in respect of agricultural activities. The agricultural activities of the Group

consist of the management of vineyards to produce grapes for use in the production of wine. The primary risk

borne by the Group is caused by the length of time between when cash is expended on the purchase or planting

and maintenance of grape vines and on harvesting grapes and the ultimate realisation of proceeds from the sale

of finished product (wine). The Group takes reasonable measures to ensure that the current year’s harvest is not

affected by disease, drought, frost, or other factors that may have a negative effect upon yield and quality. These

measures include consultation with experts in viticulture, frost protection measures, and ensuring that each vineyard

is managed according to a specifically developed Vineyard Management Calendar.

CAPITAL MANAGEMENT

When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to

maintain optimal returns to shareholders and benefits for other stakeholders of the business. The ultimate aim is to

maintain a capital structure which provides flexibility to enable future growth of the Group while ensuring the lowest

cost of capital is available to the Group.

Management reviews the capital structure of the Group as a result of changes in market conditions which impact

upon interest and foreign exchange rates and may adjust the capital structure to take advantage of these changes.

Management has no current plans to issue further shares on the market but is intent on growing the business which

will require future funding.

The Group is subject to a series of bank covenants over its Senior Debt facilities. These are discussed in Note 10.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

50
3. REVENUE AND SEGMENTAL REPORTING

An operating segment is a reportable segment if the segment engages in business activities in which it

may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s

Chief Operating Decision Maker and for which discrete financial information is available.

The Group reviews its operational performance based upon the management and the geographic areas in which

their customers are based. Financial information which is available to management in order to assess segment

performance and investment opportunities is presented on the same basis. In accordance with NZ IFRS 8: Operating

Segments this forms the basis of presentation for Segment Reporting and is in the format adopted below:

– Delegat Limited (Delegat) is party to vineyard leases and has interests in freehold land and winery infrastructure

which allows the company to grow, harvest and make finished wine to be marketed, distributed and sold into

the Super Premium wine markets. Delegat sells and markets its product through a combination of subsidiary

companies based overseas or to customers and distributors directly in the New Zealand, Canadian, Asian and

Pacific Island markets.

– Delegat Australia Pty Limited, Delegat Europe Limited and Delegat USA, Inc. act as distributors and assist in the

marketing of product in their respective geographic regions. Wines are sold all year round to all regions and the

Group considers there is no significant variations in revenues throughout the year.

The Group implements appropriate transfer pricing regimes within the operating segments on an arm’s length basis

in a manner similar to transactions with third parties.

Management monitors the operating results of its business units separately for the purpose of making resource

allocations and performance assessments. Segment performance is evaluated based on operating profit or loss,

which may be measured differently from operating profit or loss in the consolidated financial statements as segment

reporting is based upon internal management reports. The main differences are a result of some deferred tax

balances being recognised upon consolidation not being allocated to individual subsidiaries. Also inter-company

stock margin eliminations are managed on a group basis and are not allocated to operating segments.

REVENUE

Revenue is recognised when the Group satisfies its performance obligation to the customer. Satisfaction

of a performance obligation occurs when the Group has transferred a promised good to the customer

and when the customer obtains control of that good. The following specific recognition criteria have been

applied to each individual classification of revenue:

i) Sale of Goods

The primary source of revenue earned by the Group is through providing wine to third party retailers

and distributors. Revenue is recognised when control of the wine has passed to the buyer and the costs

incurred or to be incurred in respect of the transaction can be measured reliably. Control is considered

passed to the buyer at the time of delivery of goods to the customer. External sales revenue includes

various payments to customers for volume discounts, rebates and other promotional support.

ii) Interest Revenue

Revenue is recognised as interest accrues using the effective interest rate method. This is a method of

calculating the amortised cost of a financial asset and allocating the interest income over the relevant

period using the effective interest rate, which is the rate that exactly discounts estimated future cash

receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

51
REVENUE

Sales are often made with volume discounts, other rebates and various other payments to customers

for promotional support. For volume discounts and other rebates not invoiced at the reporting date

these are estimated based on agreements with customers and estimated depletions during the period.

Other payments to customers for promotional support include listing fees, mailer fees and other

incentives. For these expenses that have not been invoiced at the reporting date these are estimated

based on agreements with customers and estimated achievement of various targets by the customer.

At 30 June 2023 the Group has recognised accruals of $25.7 million (2022: $21.5 million). The majority of

these amounts will be settled within the six months following balance date.

Year ended

30 June 2023

Delegat

Limited

$000

Delegat

Australia

Pty Ltd

$000

Delegat

Europe

Limited

$000

Delegat

USA, Inc.

$000

Other

Segments

10

$000

Eliminations

and

Adjustments

11

$000

Year Ended

30 June

2023

$000

Operating income

External sales

2,8

74,612 59,865 123,058 201,386 8,623 (93,674) 373,870

Internal sales 341,495 – – – 10,039 (351,534) –

Unrealised foreign exchange


gain/(loss) 2,411 – 90 – (3) (595) 1,903

Fair value gain on derivative


financial instruments 5,552 – – – – – 5,552

Dividend revenue 2,914 – – – 86,078 (88,926) 66

Interest revenue 32 7 – – 12 – 51

Total segment revenues

1

427,016 59,872 123,148 201,386 104,749 (534,729) 381,442


Operating expenses

Interest expense

3

12,921 49 10 40 1,706 – 14,726

Depreciation and amortisation

4

20,428 616 150 550 1,867 – 23,611

Income tax expense

5

23,280 352 788 828 352 (674) 24,926


Segment profit/(loss) 62,265 804 3,049 2,539 86,826 (90,658) 64,825


Assets

Segment assets

6

1,005,876 10,293 62,221 32,444 130,621 (178,148) 1,063,307

Capital expenditure

7

100,907 6 3 33 782 – 101,731


Segment liabilities 541,739 4,419 47,943 8,067 40,779 (124,411) 518,536


Refer to footnotes on page 52

3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

52
3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)

Year ended

30 June 2022

Delegat

Limited

$000

Delegat

Australia

Pty Ltd

$000

Delegat

Europe

Limited

$000

Delegat

USA, Inc.

$000

Other

Segments

10

$000

Eliminations

and

Adjustments

11

$000

Year Ended

30 June

2022

$000

Operating income

External sales

2,9

76,408 59,537 99,063 163,665 7,388 (80,736) 325,325

Internal sales 304,889 – – – 10,509 (315,398) –

Fair value gain on derivative


financial instruments 202 – – – – – 202

Dividend revenue 1 – – – 1,058 (1,042) 17

Interest revenue 1 – – – 5 – 6

Gain on disposal of property,


plant and equipment 11 – – – 5 – 16

Total segment revenues

1

381,512 59,537 99,063 163,665 18,965 (397,176) 325,566


Operating expenses

Interest expense

3

8,533 32 10 60 777 – 9,412

Depreciation and amortisation

4

20,367 584 143 506 1,843 – 23,443

Income tax expense

5

24,385 418 674 822 33 (3,192) 23,140


Segment profit/(loss) 64,646 964 2,884 2,328 1,442 (9,250) 63,014


Assets

Segment assets

6

917,795 12,895 37,567 27,197 83,286 (111,393) 967,347

Capital expenditure

7

38,673 – 3 55 718 – 39,449


Segment liabilities 431,333 6,624 24,209 5,753 59,348 (59,386) 467,881


1.

Intersegment revenues are eliminated on consolidation. Intercompany profit margins are also eliminated.

2.

External sales revenue includes various payments to customers for volume discounts, rebates and other promotional support. For volume

discounts, rebates and other promotional support not invoiced at 30 June 2022 the Group recognised accruals of $21,458,000 (30 June 2021:

$18,105,000). During the year $1,095,000 of these accruals have been released (2022: $569,000).

3.

Interest expense is net of any interest capitalised to long-term assets and inventory. During the year $3,054,000 (2022: $1,308,000) was

capitalised to long-term assets. During the year $4,580,000 (2022: $5,190,000) was capitalised to inventory.

4.

Depreciation and amortisation expense presented above is gross of $19,561,000 (2022: $19,746,000), which has been included within

inventory.

5.

Segment income tax expense does not include the deferred tax impacts of temporary differences arising from intercompany stock margin

eliminations as this is managed on a group level.

6.

Segment assets include the value of investments and loan balances for subsidiaries which reside in Delegat Limited however do not include

the effects of stock margin eliminations for stock on hand in subsidiaries.

7.

Capital expenditure consists of additions of property, plant and equipment inclusive of capitalised interest. Capital expenditure is included

within each of the reported segment assets noted above.

8.

During the 2023 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to

$105,289,000.

9.

During the 2022 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $78,494,000.

10

. Other segments’ assets include non-current assets of Barossa Valley Estate Pty Limited of $46,292,000 (2022: $48,144,000) which are

located in Australia.

11.

The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and balances which are

eliminated on consolidation.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

53
4 . E X P E N S E S

Expenses by function have been categorised as follows:

Notes 2023 2022

$000 $000

Cost of sales 211,634 174,602

Selling, marketing and promotion expenses 45,837 38,239

Corporate governance expenses 1,405 1,040

Administration expenses 18,089 16,119

276,965 230,000

Specific components of the above expenses include:

Directors’ fees – Delegat Group Limited 702 401

Directors’ fees – Overseas subsidiaries 60 54

Unrealised foreign exchange loss – 388

Depreciation

1

14, 16 23,218 22,987

Amortisation


15 393 456

Wages and salaries

2

51,206 45,340

Defined contribution pension plans

2

1,996 1,726

Termination benefits paid

2

201 350


Auditor Remuneration

3,4

Assurance services

Audit of the financial statements 309 271

Non-assurance services

Tax compliance 24 62

Total remuneration 333 333


1.

The depreciation figure presented above represents the gross depreciation charge for the year. Depreciation is recorded in the business

function to which the asset relates. Depreciation incurred on assets directly associated with winemaking and viticulture of $19,561,000


(2022: $19,746,000) is included within the cost of inventories and expensed as a cost of sales when product is sold.

Depreciation on vineyard development commences when the vineyard is considered to be in commercial production, which is generally

when the vineyard has produced approximately 60% of the expected yield at full production.

2.

The employee benefit figures above represent the gross employee benefits expense for the year. Included within inventory is remuneration

paid to employees directly associated with winemaking, bottling and packaging. During the year $11,841,000 (2022: $10,333,000) of employee

benefits were included within inventory. These costs are included within inventory until the stock to which the expenditure relates is sold.

3.

The auditor of Delegat Group Limited is Deloitte Limited. Amounts received, or due and receivable, by Deloitte Limited are as disclosed

above.

4.

During the year the Group also paid $5,000 (2022: $5,000) to SBA Stone Forest CPA Co. Limited for the audit of the local financial statements

of Delegat (Shanghai) Trading Co. Limited.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

54
5. EARNINGS PER SHARE

Basic earnings per share is calculated as Group profit after income tax attributable to ordinary

shareholders of the Parent, adjusted to exclude any costs of servicing equity (other than dividends) and

preference share dividends, divided by the weighted average number of ordinary shares on issue.

Diluted earnings per share is calculated as Group profit after income tax attributable to ordinary

shareholders of the Parent adjusted for:

– costs of servicing equity (other than dividends) and preference share dividends;

– the after tax effect of dividends and interest associated with dilutive potential ordinary shares that

have been recognised as expenses; and

– other non-discretionary changes in revenues and expenses during the period that would result from

the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares.

The following reflects the earnings used in the calculation of the basic and fully diluted earnings per share:

2023 2022

a) Earnings Used in Calculating Earnings per Share

Profit for the year – basic and fully diluted ($000) 64,825 63,014

b) Weighted Average Number of Shares

Weighted average number of shares – basic and fully diluted (000s) 101,130 101,130

c) Reported Earnings per Share on Statement of Financial Performance

(expressed as cents per share)

Basic and fully diluted earnings per share 64.10 62.31


NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

55
6. SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares

or options are shown in equity as a deduction from the proceeds.

2023 2022

$000 $000

Balance at beginning of the year 49,815 49,815

Balance at end of the year 49,815 49,815


a) Movement in the Number of Ordinary Shares on Issue Shares Held

000s 000s

Balance at beginning of the year 101,130 101,130

Balance at end of the year 101,130 101,130

All ordinary shares have equal voting rights and share equally in dividends and surplus on winding up.

b) Nature and Purpose of Reserves

Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the

financial statements of foreign subsidiaries. During the year equity increased by $311,000 upon the translation of

foreign subsidiaries (2022: $3,552,00).

7. DIVIDENDS PAID AND PROPOSED

a) Recognised Amounts

Dividends that were declared and paid on ordinary shares during the year amounted to $20,243,000 (2022:

$20,241,000) equating to 20.0 cents per share (2022: 20.0 cents per share).

b) Unrecognised Amounts

After the balance sheet date, dividends of 20.0 cents per share were approved by the Board of Directors. These

amounts are not recognised in these financial statements as the declaration date was subsequent to year-end.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

56
8. TRADE PAYABLES AND ACCRUALS

Trade payables are initially recognised at fair value and then carried at amortised cost, and due to their

short-term nature, they are not discounted. They represent liabilities for goods and services provided

to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes

obliged to make future payments in respect of the purchase of these goods and services.

Provisions and accruals are recognised when the Group has a present obligation as a result of a past

event and it is probable that an outflow of economic resources embodying economic benefits will be

required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions and accruals are measured as the present value of management’s best estimate of the

expenditure required to settle the present value of the obligation at the balance sheet date. If the effect

of the time value of money is material, provisions and accruals are discounted using a pre-tax rate that

reflects the time value of money and the risks specific to the liability. The increase in the provision or

accruals resulting from the passage of time is recognised as a finance cost.

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick

leave expected to be settled within 12 months of the reporting date, are recognised in respect of the

employee’s services up to the reporting date. They are measured as the amounts expected to be paid

when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave

is taken and is measured at the rates paid or payable.

The Group makes regular contributions to various defined contribution pension plans. Included within

the statement of financial performance are amounts paid and payable by the Group into these pension

plans, net of any related tax rebates. The Group does not make available or make contributions to any

defined benefit superannuation plans.

2023 2022

$000 $000

Trade payables 28,468 21,917

Employee entitlements and leave benefits 7, 5 0 1 6,398

Goods and services tax 484 889

Accrued expenses 15,758 12,232

52,211 41,436

Trade payables are unsecured, non-interest bearing and are generally settled on 30 to 60 day terms. The carrying

amount disclosed above is a reasonable approximation of fair value.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

57
9. DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments such as forward currency contracts and options to

economically hedge its risks associated with foreign currency fluctuations and interest rate swaps to

manage interest rate risk. Such derivative financial instruments are initially recognised at fair value on

the date on which a derivative contract is entered into, and are subsequently remeasured to fair value at

balance date. Any gains or losses arising from changes in the fair value of derivatives are taken directly

to the statement of financial performance. The fair value of forward exchange contracts and options is

determined by reference to current forward exchange rates for contracts with similar maturity profiles.

The fair value of interest rate swaps is determined by reference to market inputs for similar instruments.

The Group has the following derivative financial instruments outstanding at the balance sheet date:

a) Foreign Currency Forward Exchange Contracts and Options

i) Forward Exchange Contracts

AVERAGE CONTRACTED RATE NOTIONAL VALUE

2023 2022 2023 2022

Selling Currency/Buying NZD $000 $000

Sell AUD, maturity 0–9 months 0.9063 0.9171 16,906 17, 5 97

Sell USD, maturity 0–10 months 0.6162 0.6634 51,750 55,219

Sell GBP, maturity 0–12 months 0.5001 0.5067 47, 5 6 0 26,794

Sell CAD, maturity 0–8 months 0.8265 0.8385 15,732 10,327

Sell SGD, maturity 0–9 months 0.8248 0.9079 655 496

Sell JPY – 81.6800 – 61

Sell HKD, maturity 0–10 months 4.7682 5.1705 2,108 2,130

Sell EUR, maturity 0–9 months 0.5752 0.5758 7, 4 41 4,673

Buying Currency/Selling NZD


Buy EUR, maturity 0 months 0.5629 – 266 –

Buy AUD, maturity 0 months 0.9099 – 22 –

Buy GBP, maturity 0 months 0.6072 – 165 –


The fair value of forward exchange contracts is determined by comparing the market rates for contracts with the

same nominal amount, exercise price and length of time to maturity.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

58
a) Foreign Currency Forward Exchange Contracts and Options (continued)

ii) Forward Currency Options

AVERAGE CONTRACTED RATE NOTIONAL VALUE

2023 2022 2023 2022

Selling Currency/Buying NZD $000 $000

Sell USD, maturity 0–12 months 0.6348 0.6791 21,295 28,728

Sell GBP, maturity 0–15 months 0.4958 0.5004 12,111 9,996

Sell AUD, maturity 3–11 months 0.9075 0.9188 2,755 7, 074

Sell CAD, maturity 0–7 months 0.8438 0.8500 2,371 5,886

NZ IFRS 9: Financial Instruments requires that derivative financial instruments are classified as fair value

through profit or loss for measurement purposes unless they are accounted for as hedges. Under NZ

IAS 1: Presentation of Financial Statements, assets and liabilities under the fair value through profit or

loss classification would generally be classified as current in the statement of financial position if held for

trading. However, if the intent is not to actually trade the derivative financial instruments with maturities

greater than one year but to hold them until maturity, then the derivative financial instruments are

more appropriately classified as non-current. The amounts that are classified as non-current reflect the

amounts that will not be settled in the next 12 months.

The classification of forward exchange contracts and forward currency options between current and non-current

is based on whether the contracts will be settled in the next 12 months. The fair value of open contracts existing at

balance sheet date are classified as follows:

2023 2022

Assets Liabilities Assets Liabilities

$000 $000 $000 $000

Current

Forward Exchange Contracts 173 2,893 238 4,681

Foreign Currency Options 24 1,116 165 3,415

197 4,009 403 8,096


Non-current

Foreign Currency Options – 9 – 653

– 9 – 653


9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

59
b) Interest Rate Swaps

In order to protect against risks relating to increases in interest rates, the Group has entered into interest rate swap

contracts under which the Group receives interest at variable rates and has agreed to pay interest at fixed rates for

varying terms of principal and time durations.

At balance sheet date interest rate contracts are in place that cover a total $90,000,000 (2022: $70,000,000) of

current New Zealand dollar denominated Group debt through five separate cap rate agreements, which range in

maturity from one to five years, with a weighted average interest rate cap of 2.88% plus bank margin (2022: 2.17% plus

bank margin). In addition, interest rate contracts are in place that cover a total A$25,000,000 (2022: A$30,000,000)

of current Australian dollar denominated Group debt through five separate cap rate agreements, which range in

maturity from one to two years, with a weighted average interest rate cap of 1.65% plus bank margin (2022: 1.88%

plus bank margin).

At balance sheet date the Group has two further separate cap rate agreements that cover NZ$40,000,000 which

apply at future dates to cover future Group indebtedness (2022: $nil). Maturity ranges from four to five years,

with a weighted average interest rate cap of 3.92% plus margin. The Group has three additional Australian Dollar

denominated cap rate agreements in place that covers a total A$15,000,000 (2022: A$5,000,000), which range in

maturity from three to five years, with a weighted average interest rate cap of 3.38% plus bank margin (2022: 0.8%

plus bank margin).

The total fair value of these contracts at balance sheet date is an asset of $5,377,000 (2022: $4,350,000 asset).

The Group has elected not to apply hedge accounting to its derivative financial instruments and

accordingly the instruments have been classified as fair value through profit and loss.

The classification between current and non-current is based on whether the contracts or portion of contracts will be

settled within the next 12 months. The total fair value of these contracts at balance sheet date is classified as follows:

2023 2022

Assets Liabilities Assets Liabilities

$000 $000 $000 $000

Current

Interest Rate Swaps 2,408 – 1,556 –

2,408 – 1,556 –


Non–current

Interest Rate Swaps 2,969 – 2,794 –

2,969 – 2,794 –


9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

60
10. INTEREST-BEARING LOANS AND BORROWINGS

a) Debt Facilities Existing at Balance Sheet Date

Interest-bearing loans and borrowings are initially recognised at the fair value of the consideration

received, less directly attributable transaction costs. After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortised cost using the effective interest method. Fees

paid on the establishment of loan facilities are included as part of the carrying amount of the interest-

bearing loans and borrowings. Interest-bearing loans and borrowings are classified as current liabilities,

unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after

balance sheet date.

Borrowing costs are expensed as incurred, except when they are directly attributable to the acquisition

or construction of a qualifying asset. When this is the case, they are capitalised as part of that asset.

Once the asset is put into productive use, capitalisation of the borrowing costs ceases.

At the balance sheet date the following debt facilities have been drawn upon by the Group:

MaturityEffective Interest Rate2023

$000

2022

$000

20232022

Non-Current Debt Obligations

Multicurrency Facility A31 January 20256.62%3.97% 99,898 99,835

Multicurrency Facility B31 January 20276.77%3.72% 99,721 84,643

AUD Facility A31 January 20274.92%2.70% 31,833 32,382

AUD Facility B31 January 20264.83%2.61% 33,643 36,986

Term facility31 January 20257. 2 9 %N/A 39,852 –

Headroom facility31 January 2025N/AN/A (20) (33)

Revolving Loan facility31 January 2025N/AN/A (56) –

Working Capital facility31 January 20256.97%3.37% 21,137 (36)

326,008 253,777

The carrying amount of the Group’s non-current interest-bearing loans and borrowings are the fair values at balance

sheet date.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

61
b) Terms and Conditions of Debt Facilities

i) Senior Debt Facilities

The Group entered into a syndicated Senior Debt facilities agreement with Westpac New Zealand Limited, Westpac

Banking Corporation, Bank of New Zealand Limited (BNZ), China Construction Bank (New Zealand) Limited (CCB)

and Hongkong and Shanghai Banking Corporation Limited (HSBC) on 7 December 2021. On 18 July 2022, the Group

drew down an additional Term Facility of $39,900,000 to fund the purchase of a vineyard, and on 28 June 2023

entered into an agreement for a new Revolving Loan facility of $45,000,000 for general corporate purposes, both

under the Group’s existing syndicated Senior Debt facilities and with maturity dates of 31 January 2025. With the

syndicated facility a General Security Agreement has been put in place in favour of the banks over the existing and

future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited and Barossa Valley Estate

Pty Limited.

At balance sheet date the Working Capital facility, Multicurrency Facility A, Multicurrency Facility B, AUD Facility A,

AUD Facility B, Term facility, Headroom facility and Revolving Loan facility collectively make up the syndicated Senior

Debt Facilities of Delegat, which provide funding for the assets of the Group. The maximum limit of the Working

Capital facility is NZ$45,000,000 (2022: NZ$45,000,000), the Multicurrency Facility A is NZ$100,000,000 (2022:

NZ$100,000,000), the Multicurrency Facility B is NZ$100,000,000 (2022: NZ$100,000,000), the AUD Facility A is

A$29,350,000 (2022: A$29,350,000), the AUD Facility B is A$35,000,000 (2022: A$35,000,000), the Term facility

is $39,900,000 (2022: N/A), the Headroom facility is NZ$20,000,000 (2022: NZ$20,000,000) and Revolving Loan

facility is NZ$45,000,000 (2022: N/A). At balance sheet date NZ$93,167,000 (2022: NZ$81,655,000) is available for

further drawdown on these facilities.

The amount drawn down on the AUD Facility A and AUD Facility B at the balance sheet date was A$60,350,000

(2022: $62,850,000). At balance date A$4,000,000 (2022: A$1,500,000) is available for further drawdown on these

facilities.

Interest on these facilities is based on the BKBM/BBSY plus margin. The facility agreement requires that certain

banking covenants be met and requires the Group to maintain or better specified EBITDA and fixed charges

coverage ratios, and maintain or better a minimum adjusted equity balance. The Group must also maintain or better

a specified total tangible asset backing. At year-end, and at measurement dates during the year, the covenants of


the Senior Debt Facilities have been met.

ii) Other Facilities

Delegat also has available an overdraft limit of $1,000,000 (2022: $1,000,000). Interest charged on this facility is at

the commercial lending rate (2022: commercial lending rate). At 30 June 2023 the commercial lending rate is 9.80%

(2022: 6.50%). No amount is drawn against this facility at balance sheet date.

10. INTEREST-BEARING LOANS AND BORROWINGS (C O NTI N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

62
11. TRADE AND OTHER RECEIVABLES

On initial recognition, the Group’s trade receivables are recognised at their transaction price as defined

in NZ IFRS 15: Revenue from Contracts with Customers. The Group’s trade receivable balances are

generally short-term and do not contain a significant financing component. They are subsequently

measured at amortised cost using the effective interest method, less an allowance for expected future

credit losses.

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables and sundry receivables if financial assets. Expected

credit losses are measured by grouping trade receivables based on shared credit risk characteristics

and the days past due. A provision matrix is then determined based on the historical credit loss rates for

each group of customers, adjusted for any material expected changes to the future risk for that customer

group.

Individual trade receivable balances which are known to be uncollectible are written off where the Group

has no reasonable expectation of recovering the trade receivable balance.

2023 2022

$000 $000


Trade receivables 53,710 48,030

Prepayments and sundry receivables 5,234 3,755

Goods and services tax 3,534 2,344

62,478 54,129


As at 30 June 2023 the ageing of trade receivables is as follows:

Ageing of receivables

New Zealand

(including

Asia Pacific)

AustraliaUnited

Kingdom

United

States of

America

CanadaGroup

As at 30 June 2023 $000 $000 $000 $000 $000 $000

Current 3,514 7, 4 4 2 29,916 8,004 2,816 51,692

1 to 30 days 221 25 1,427 10 9 1,692

31 to 60 days – 1 217 2 84 304

61 to 90 days – – – – 3 3

Greater than 90 days – – 19 – – 19

Total trade receivables 3,735 7, 4 6 8 31,579 8,016 2,912 53,710

All amounts recognised as trade receivables are unsecured and the maximum credit risk is equivalent to the carrying

values noted directly above. Trade receivables are non-interest bearing and generally settled on 30 to 90 day terms.

Due to their short-term nature trade receivables are not discounted.

In determining the historic loss rates to be applied to these customer groups and ageing buckets the Group has

reviewed whether there were any bad debts written off over the last five years and has identified that these were $nil

(2022: $nil). Accordingly the historic loss rates applied to each customer group at 30 June 2023 are 0% (2022: 0%).

Due to the short term nature of the Group’s trade receivables, the nature of the Group’s customer base, the Group’s

experience over the past five years and other forward looking information, the historic loss rates have not been

adjusted for any material expected future changes in credit risk.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

63
12. INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated

selling price in the ordinary course of business, less estimated costs of completion and the estimated

costs necessary to make the sale. Costs of finished goods sold are assigned on a weighted average cost

basis.

GRAPES

Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the

grapes are harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under

NZ IAS 41: Agriculture and are recorded at fair value at that date. The fair value becomes the basis of cost

when accounting for inventories.

Harvesting of the grape crop is ordinarily performed in late March or early April. Costs incurred in growing

the grapes, including any applicable harvest costs, are initially allocated into the cost of inventory as

part of the total costs to acquire and grow the agricultural produce. At the point of harvest, a fair value

adjustment is made so that the cost per tonne is adjusted to fair value in accordance with NZ IAS 41:

Agriculture and NZ IFRS 13: Fair Value Measurement. Any difference between cost and fair value is

included within the statement of financial performance as cost of sales.

The fair value of grapes at the point of harvest is determined by reference to the market prices for each

variety of grape grown in the local area and the market price paid to independent grape growers. Any

difference between cost and fair value is included within the statement of financial performance as cost

of sales.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

64
2023 2022

$000 $000


Current vintage 124,843 115,380

Aged wine 75,076 60,577

Winery ingredients, packaging materials and other 9,836 7,026

209,755 182,983


During the year the Group harvested a total of 45,340 tonnes of grapes (2022: 44,861 tonnes) in New Zealand and

Australia. Of this amount a total of 14,929 tonnes (2022: 15,052 tonnes) were purchased from independent third party

growers. The fair value of agricultural produce from the Group’s owned and leased vineyards at the point of harvest

was $70,497,000 (2022: $66,057,000). A fair value gain of $20,906,000 (2022: $19,067,000) was recorded during the

year and included within cost of sales. Included within cost of sales is a total of $232,540,000 (2022: $193,670,000)

which represents costs expended in grape growing (inclusive of lease costs), procurement, delivery and materials.

13. BIOLOGICAL WORK IN PROGRESS

2023 2022

$000 $000


Growing costs relating to next harvest 14,710 13,704

14,710 13,704


As allowed under NZ IAS 41: Agriculture the vineyard costs in the period to 30 June have been recognised

as work in progress for the next harvest and the Group has determined that cost is equal to fair value at

this point of the growth cycle.

12. INVENTORIES (C O NTI N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

65
14. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at historical cost less accumulated depreciation and any

accumulated impairment losses. Such costs include the cost of replacing parts that are eligible for

capitalisation when the cost of replacing the parts is incurred. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets and the value of other directly

attributable costs that have been incurred in bringing the assets to the location and condition necessary

for their intended service.

The cost of self-constructed assets includes the cost of all materials used in the construction, direct

labour on the project, lease costs and financing costs that are directly attributable to the project and an

appropriate proportion of directly attributable variable and fixed overheads. Costs cease to be capitalised

when the asset is ready for productive use. In respect of vineyard improvements, capitalisation of costs

continues until the vineyards are ready for productive use, which is when the vineyard has produced

approximately 60% of expected yield at full production, ordinarily a period of three years after the planting

of vines.

Land and Land Improvement assets are measured at cost and are not subject to depreciation.

IMPAIRMENT

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable. If an impairment trigger exists, the recoverable amount of the asset is

determined, being the higher of an asset’s fair value less costs to sell, and value in use. An impairment

charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. For the purposes of assessing impairment, the recoverable amount is determined at the lowest

level for which there are separately identifiable cash flows (cash-generating units).

DEPRECIATION

Depreciation of property, plant and equipment, other than land and land improvements, which has an

indefinite economic life and hence not depreciated, is charged on a straight-line basis so as to write off

the assets to their expected residual value over their estimated useful lives. The estimated useful lives

are as follows:

B

uildings 10–50 years

Plant and Equipment 3–50 years

Vineyard Improvements 3–50 years

Bearer Plants 50 years

The estimation of the useful lives of assets has been based on historical experience as well as lease terms.

The condition of the assets is assessed at least once per year and considered against the remaining

useful life. Adjustments to useful lives are made when considered necessary.

Depreciation on vineyard improvements commences when the vineyard is considered to be in

commercial production, which is when the vineyard has produced approximately 60% of the expected

yield at full production, ordinarily a period of three years after the planting of vines. The assets’ residual

values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the end of

each financial year.

Capitalised assets on leased vineyards or office premises are depreciated over the shorter of the

estimated useful life of the asset and the remaining lease term.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

66
IMPAIRMENT

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific

to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists the

recoverable amount of the asset is determined.

Impairment testing of property, plant and equipment and intangible assets is an area where estimates

and judgements have a significant risk of causing a material adjustment to the carrying amount of the

Group’s property, plant and equipment and indefinite life intangible assets.

The Group considers that the Group’s assets comprise two cash-generating units (CGUs), New Zealand

and Barossa Valley. In the current year the Group considers that there are indicators of impairment in

respect of the Barossa Valley Estate (BVE) CGU due to current market conditions and have therefore

determined the recoverable amount of the BVE CGUs assets.

The recoverable amount of the BVE CGU is determined on a value-in-use basis using a discounted cash

flow model. The cash flow forecasts are primarily based on the business units’ forecast five-year plan

prepared by management and approved by the Board.

The key assumptions used in the value in use calculation are as follows:

– Sales growth – Projected case sales are based on the 5-year plan from FY24-FY28 supported by

management’s expectation of an improving case sales profile.

– Discount rate – The cash flow projections are discounted using a pre-tax rate of 8.7% which reflects

the weighted average cost of capital for the Group. This rate reflects the risk profile of the business

and the market in which BVE operates.

– Terminal growth rate – The cash flow projections include a 1% terminal growth assumption from FY28.

The discounted cash flows from the cash generating unit confirmed that there was no impairment, and

that the recoverable value from value in use exceeds the carrying value of the BVE CGUs assets by $11.0

million.

The BVE CGU is sensitive to changes in forecast sales growth, the discount rate and terminal growth

rate. A reduction in forecast case sales by 5%, an increase in the discount rate by 0.5%, or a reduction in

the terminal growth rate by 0.5%, would reduce the recoverable amount by $3.6 million, $6.5 million, and

$5.5 million respectively. An increase in the discount rate by 0.9% would result in the recoverable amount

equalling the carrying value of the CGUs assets. This sensitivity analysis for each assumption assumes

all other assumptions in the model are held constant.

14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

67
a) Reconciliation of Carrying Amounts at Beginning and End of the Year

Year ended 30 June 2023

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Capital Work in

Progress

Total


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

Net book value at 1 July 2022 156,670 105,305 50,466 113,341 145,213 32,123 603,118

Additions/Transfers 29,321 2,465 (536) 247 27,726 42,355 101,578

Disposals – (13) (22) – (361) – (396)

Foreign currency translation (129) (275) (50) (177) (89) (11) (731)

Depreciation charge – (3,792) (1,429) (3,239) (9,107) – ( 17, 5 6 7 )

Net book value at 30 June 2023 185,862 103,690 48,429 110,172 163,382 74,467 686,002


At cost 185,869 157,589 66,653 139,643 279,192 74,467 903,413

Accumulated depreciation and


impairment (7) (53,899) (18,224) (29,471) (115,810) – (217,411)

Net book value at 30 June 2023 185,862 103,690 48,429 110,172 163,382 74,467 686,002

Year ended 30 June 2022

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Capital Work in

Progress

Total


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

Net book value at 1 July 2021 155,822 95,160 48,382 114,643 135,296 30,853 580,156

Additions/Transfers 627 13,495 3,366 1,615 18,787 1,248 39,138

Disposals – – – – (55) – (55)

Foreign currency translation 221 477 86 303 182 22 1,291

Depreciation charge – (3,827) (1,368) (3,220) (8,997) – (17,412)

Net book value at 30 June 2022 156,670 105,305 50,466 113,341 145,213 32,123 603,118


At cost 156,677 155,795 67,290 139,607 253,324 32,123 804,816

Accumulated depreciation and


impairment (7) (50,490) (16,824) (26,266) (108,111) – (201,698)

Net book value at 30 June 2022 156,670 105,305 50,466 113,341 145,213 32,123 603,118



14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

68
14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

b) Other Items

During the year no assets were transferred and classified as assets available for sale. The weighted average interest

rate on interest capitalised during the year was 6.09% (2022: 4.06%).

Bearer Plants consist of grape vines on company owned vineyards located in New Zealand and the Barossa Valley,

Australia. At 30 June 2023 the Group has grape vines planted on 1,804 productive hectares of land (2022: 1,797

productive hectares) in New Zealand and 174 productive hectares (2022: 183 productive hectares) in Australia.

The net book value of vines on leased land where the Group does not have the beneficial ownership in the vine asset,

is not reported above, as the risks and rewards incidental to owning the vines do not transfer to the Group. The

Group is however party to leases of land on which vine stock is owned by the Group, refer Note 16. The net book value

of these assets are reported, as the risk and rewards incidental to ownership are retained by the Group.

15. INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. The cost of the

intangible assets acquired in a business combination is their fair value at the date of acquisition.

Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and

accumulated impairment losses.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite

lives are amortised over their useful life and assessed for impairment whenever there is an indication

that the intangible asset may be impaired. Intangible assets with indefinite useful lives are not amortised,

but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The

assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be

supportable; if not, the change in useful life from indefinite to finite is made on a prospective basis.

Water rights currently owned by the Group have been assessed as having indefinite useful lives and are

therefore tested annually for impairment at the CGU level. The recoverable amount of the CGU’s assets

are higher than the water rights’ carrying value and therefore no impairment is required to be recognised.

Water rights currently owned by the Group consist of water rights in both New Zealand and Australia.

Barossa Valley Estate Pty Limited (BVE) owns water rights consisting of shares in Barossa Infrastructure Limited

and associated infrastructure levies. These water rights grant BVE the right to a fixed number of units of water per

share and were purchased by BVE to support their vineyard activities. BVE continues to have the right to use the

water over an indefinite period and therefore the water rights are considered to have an indefinite useful life. At

balance date the carrying value of BVE’s water rights are $5,777,000 (2022: $5,881,000).

Delegat Limited (Delegat) owns water rights consisting of shares in Lower Waihopai Dam Limited. These water rights

grant Delegat the right to a fixed number of units of water per share and were purchased by Delegat to support their

vineyard activities. Delegat continues to have the right to use the water over an indefinite period and therefore the

water rights are considered to have an indefinite useful life. At balance date the carrying value of Delegat’s water

rights are $600,000 (2022: $447,000).

Costs incurred in developing systems, acquiring software and licences, are capitalised to software where the

activities create an intangible asset that the Group controls and the intangible asset meets the recognition criteria.

Amortisation of software asset is calculated on a straight-line basis over the useful life of the asset (typically 3 to


10 years). Costs related to Software-as-a-Service arrangements are expensed unless they meet the definition of an

intangible asset.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

69
15. INTANGIBLE ASSETS (CONTINUED)

The movement in the value of intangible assets is summarised as follows:

Year ended 30 June 2023 Water Rights Software Total

$000 $000 $000

Carrying value at 1 July 2022 6,328 737 7, 0 6 5

Additions 153 – 153

Foreign currency translation (104) – (104)

Amortisation – (393) (393)

Carrying value at 30 June 2023 6,377 344 6,721

At cost 6,377 5,030 11,407

Accumulated amortisation – (4,686) (4,686)

Carrying value at 30 June 2023 6,377 344 6,721

Year ended 30 June 2022 Water Rights Software Total

$000 $000 $000

Carrying value at 1 July 2021 5,849 1,193 7,042

Additions 311 – 311

Foreign currency translation 168 – 168

Amortisation – (456) (456)

Carrying value at 30 June 2022 6,328 737 7, 0 6 5

At cost 6,328 5,030 11,358

Accumulated amortisation – (4,293) (4,293)

Carrying value at 30 June 2022 6,328 737 7, 0 6 5

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

70
16. LEASES

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is,

or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of

time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for leases of

low-value assets. The Group applies the low-value assets recognition exemption for its barrel leases.

Payments on the Group’s barrel leases are expensed on a straight line basis over the lease terms. The

Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to

use the underlying assets.

RIGHT-OF-USE ASSETS

The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets

are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and lease payments made at or before the commencement date,

less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the

shorter of the lease term and the estimated useful lives of the assets. The estimated useful lives of right-of-

use assets are determined on the same basis as those of property, plant and equipment.

LEASE LIABILITY

At the commencement date of the lease, the Group recognises lease liabilities measured at the present

value of lease payments to be made over the lease term. In calculating the present value of lease payments,

the Group uses the interest rate implicit in the lease when readily determinable; if the implicit interest rate is

not readily determinable the Group uses its incremental borrowing rate at the lease commencement date.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest

and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured

if there is a modification, a change in the lease term or a change in the lease payments.

Right-of-use asset depreciation and lease liability interest that are directly attributable to bringing new

vineyards to working condition for their intended use are capitalised up until the time the vineyards become

commercially productive. The accumulated amount is then amortised over the remaining lease term.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods

covered by an option to extend the lease if it is reasonably certain to be exercised. When the Group has the

option to extend a lease, management uses its judgement to determine whether or not an option would be

reasonably certain to be exercised. Management considers all facts and circumstances, including its past

practice and any cost that will be incurred to change the asset if an option to extend is not taken, to help

determine the lease term. After the commencement date, the Group reassesses the lease term if there is a

significant event or change in circumstances that is within its control and affects its ability to exercise or not

to exercise the option to renew.

To determine the value of the lease liability, the future lease payments are discounted using the interest

rate implicit in the lease, otherwise the Group’s incremental borrowing rate is used. Implicit interest rates

are present in most of the Group’s vineyard leases. The Group’s incremental borrowing rate is the rate that

the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar

economic environment with similar terms and conditions. The Group is required to revise the discount rate

used if there is a change in the lease term, a change in the assessment of an option to purchase the underlying

asset, a change in future lease payments resulting from a change in an index or a rate used to determine those

payments, or where there is a lease modification that is not accounted for as a separate lease.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

71
RIGHT-OF-USE ASSETS

Leases held by the Group include long-term land leases, vineyard improvements and bearer plants, which allow the

Group to access prime viticultural land in the Marlborough and Hawke’s Bay areas. The leases provide the Group

the right of first refusal in the event that the land is put up for sale. Other leases include office building, car and

equipment leases.

a) Reconciliation of Right-of-Use Assets at the Beginning and End of the Year

Year ended 30 June 2023

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Total

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

Net book value at 1 July 2022 55,349 10,981 3,612 22,155 4,381 96,478

Additions 11,448 275 89 1,824 816 14,452

Disposals (29,369) (2,677) (818) (304) (658) (33,826)

Foreign currency translation – – – 12 (8) 4

Depreciation charge (1,742) (547) (182) (2,350) (830) (5,651)

Net book value at 30 June 2023 35,686 8,032 2,701 21,337 3,701 71,457


At cost 57,397 17,744 5,672 33,616 6,440 120,869

Accumulated depreciation (21,711) (9,712) (2,971) (12,279) (2,739) (49,412)

Net book value at 30 June 2023 35,686 8,032 2,701 21,337 3,701 71,457


Year ended 30 June 2022

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Total

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

Net book value at 1 July 2021 30,759 11,377 3,743 21,235 4,221 71,335

Additions 26,182 310 98 3,027 1,024 30,641

Disposals – – – – (112) (112)

Foreign currency translation – – – 183 6 189

Depreciation charge (1,592) (706) (229) (2,290) (758) (5,575)

Net book value at 30 June 2022 55,349 10,981 3,612 22,155 4,381 96,478


At cost 81,668 24,272 7,616 33,202 7,187 153,945

Accumulated depreciation (26,319) (13,291) (4,004) (11,047) (2,806) (57,467)

Net book value at 30 June 2022 55,349 10,981 3,612 22,155 4,381 96,478


16. LEASES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

72
LEASE LIABILITY

b) Reconciliation of Lease Liability at the Beginning and End of the Year

2023 2022

$000 $000

Balance at beginning of the year 124,323 98,703

Per Statement of Cash Flows:

– Interest Expense 5,131 5,729

– Repayments (50,184) (10,862)

Additions/Transfers 14,452 30,641

Disposals (171) (112)

Foreign currency translation 8 224

Balance at end of the year 93,559 124,323


Current 5,231 44,775

Non-current 88,328 79,548

93,559 124,323


The maturity analysis of lease liabilities is disclosed in Note 2.

c) Other Items

The Group had total cash outflows for leases of $54,876,000 (2022: $16,310,000), this includes an amount of

$4,692,000 (2022: $5,448,000) in relation to leases of low-value assets. Low value asset lease expenses are

expensed on a straight line basis over the lease terms.

16. LEASES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

73
17. INCOME TAX EXPENSE

Current tax assets and liabilities for the current and prior periods are measured as the amount expected

to be recovered from, or paid to, the taxation authorities based on the current period’s taxable income.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively

enacted at the balance sheet date.

Deferred income tax is provided for all temporary differences at the balance sheet date between the

tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred

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

credits and unused tax losses, to the extent that it is probable that taxable profit will be available against

which the deductible temporary differences and the carry-forward of unused tax credits and unused tax

losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance

sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be

available to allow all, or part of, the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to

the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have

been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the

statement of financial performance.

Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax

assets against current tax liabilities, and the deferred tax assets and liabilities relate to the same taxable

entity and the same taxation authority.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

74
2023 2022

$000 $000

a) Numerical reconciliation between aggregate tax expense

in the statement of financial performance and tax expense

calculated per the statutory income tax rate

Accounting profit before tax 89,751 86,154

At the Group’s statutory income tax rate of 28% (2022: 28%) 25,130 24,123


Tax impact of the following items:

Adjustments in respect of income tax of prior years 99 (571)

Entertainment 123 79

Legal fees – 29

Non-assessable income – (138)

Non-deductible items 17 9

Tax on foreign income due to different tax rates (443) (391)

Income tax expense for the year 24,926 23,140


b) The major components of income tax expense are:

Income tax reported in the statement of financial performance

Estimated current period tax assessment 17, 4 0 0 22,152

Adjustments in respect of income tax of prior years 99 (571)

Movements in the deferred income tax liability 7, 4 2 7 1,559

Income tax expense for the year 24,926 23,140


Income tax reported in the statement of other comprehensive income

Net gain/(loss) on hedge of net investment 160 (275)

Income tax charged/(credited) to other comprehensive income 160 (275)

17. INCOME TAX EXPENSE (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

75
2023 2022

$000 $000


c) Deferred income tax at balance sheet date relates to the following:

Capitalised interest 6,235 5,559

Capitalised leases 273 350

Accelerated depreciation of long-term assets 25,947 22,413

Leases (6,171) ( 7,76 4)

Fair value adjustments on biological produce 11,180 9,954

Excess of fair value on acquisition of bearer plants over tax values 8,673 8,682

Provisions (1,015) (976)

Stock profit eliminations (4,773) (4,099)

Derivative financial instruments 436 (1,119)

Net deferred tax liability 40,785 33,000


Balance at beginning of the year 33,000 31,650

On surplus for year 7, 4 2 7 1,559

Adjustments in respect of income tax of prior years 387 (207)

Foreign currency translation (29) (2)

Balance at end of the year 40,785 33,000

There are no elements of deferred taxes which are reported within equity.

18. IMPUTATION CREDIT ACCOUNT

2023 2022

$000 $000

Balance at beginning of the year 110,010 97,946

Tax payments 14,590 19,545

Fully imputed dividend paid ( 7, 47 9) ( 7, 4 8 1)

Balance at end of the year 117,12 1 110,010


19. COMMITMENTS

The estimated capital expenditure contracted for at 30 June 2023 but not provided for is $31,484,000 (2022:

$25,752,000).

17. INCOME TAX EXPENSE (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

76
20. RELATED PARTIES

a) Investment in Subsidiaries

Investments in controlled entities are as follows:

Name of EntityPrincipal ActivityCountry of

Incorporation

Ownership Interest %

20232022

Delegat LimitedWinemaking, Sales and

Distribution

New Zealand 100.00 100.00

Delegat Canada LimitedBrand MarketingCanada 100.00 100.00

Delegat Australia Pty LimitedSales and DistributionAustralia 100.00 100.00

Delegat USA, Inc.Sales and DistributionUnited States of

America

100.00 100.00

Delegat Europe LimitedSales and DistributionUnited Kingdom 100.00 100.00

Delegat (Singapore) Pte. LimitedInvestment Holding

Company

Singapore 100.00 100.00

Barossa Valley Estate Pty LimitedWinemakingAustralia 100.00 100.00

Delegat (Shanghai) Trading Co.

Limited

Sales and DistributionChina100.00100.00

The parent company of all subsidiaries is Delegat Group Limited, except for Delegat Europe Limited and Barossa

Valley Estate Pty Limited whose immediate parent company is Delegat Limited, and Delegat (Shanghai) Trading Co.

Limited whose immediate parent company is Delegat (Singapore) Pte. Limited.

All subsidiaries have a 30 June balance date, except for Delegat (Shanghai) Trading Co. Limited which has a


31 December balance date as required by law in China.

b) Key Management Personnel

Details relating to key management personnel, including remuneration paid, are included within Note 21.

c) Related Parties by Virtue of Share Ownership

The following Directors hold the following number of Shares in the Parent20232022

Delegat Share Protection Trust


(Jakov Delegat, Rosamari Delegat and BPM Trustees (DSPT) Limited – Trustees) 6 6 , 8 5 7,14 2 6 6 , 8 5 7,14 2

The individuals above are considered related parties as a result of their shareholding or by virtue of being considered

a member of key management.

During the year, a total of $95,000 (2022: $85,000) was paid to Rosamari Delegat in her capacity as a Non-Executive

Director.

Following Jim Delegat becoming a Non-Executive Director in September 2022, a total of $76,000 (2022: $nil) was

paid in his capacity as a Non-Executive Director. The Group also sold Jim Delegat a motor vehicle that was previously

available for his use in his capacity as an Executive Director for $95,000 under normal commercial terms.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

77
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

d) Transactions with Related Parties who have Significant Influence over Subsidiary Companies

During the period Delegat Australia Pty Limited paid a total of $27,000 (2022: $28,000) to Yaroona Pty Limited. The

payments made to Yaroona Pty Limited were made in Peter Taylor’s capacity as Company Director. Peter Taylor was

considered to be a related party by virtue of his ability to significantly influence the financial and operating policies

of a subsidiary company.

During the year, Delegat Limited paid a total of $181,000 (2022: $nil) to Seacliffe Consulting Limited. The payments

made to Seacliffe Consulting Limited were made in Graeme Lord’s capacity as an independent consultant and under

normal terms and conditions.

During the year Barossa Valley Estate Pty Limited paid a total of $65,000 (2022: $65,000) to Range Road Estate

Pty Limited, including directors fees of $27,000 (2022: $22,000). The remaining payments made to Range Road

Estate Pty Limited were made in Alan Hoey’s capacity as an independent consultant and under normal terms and

conditions. Alan Hoey was considered to be a related party by virtue of his ability to significantly influence the

financial and operating policies of a subsidiary company.

During the year Delegat Limited paid a total of $6,000 (2022: $6,000) to Camelot Trust Pte. Limited, a company

in which a Director of Delegat (Singapore) Pte. Limited has an interest. The payments made to Camelot Trust Pte.

Limited are made in Anita Chew Peck Hwa’s capacity as Company Director and under normal terms and conditions.

21. KEY MANAGEMENT PERSONNEL

Compensation of Key Management Personnel

Included in the definition of related parties are Key Management Personnel having authority and responsibility for

planning, directing and controlling the activities of the entity either directly or indirectly, including any Director.

Management have assessed the composition of the Key Management and their compensation for the year ended


30 June is presented below:

2023 2022

$000 $000

Short-term employee benefits (including Directors’ fees) 8,913 9,195

Post-employment benefits (including defined contribution pension plan) 334 327

Termination benefits paid 215 145

9,462 9,667


22. EVENTS SUBSEQUENT TO BALANCE SHEET DATE

On 24 August 2023, the Directors of the Parent declared a fully imputed dividend of $20,226,000 (20.0 cents per

Share) to be paid on 13 October 2023.

20. RELATED PARTIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

78


01


IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt

To the Shareholders of Delegat Group Limited

Opinion

We have audited the consolidated financial statements of Delegat Group Limited and its subsidiaries (the ‘Group’), which

comprise the statement of financial position as at 30 June 2023, and the statement of financial performance, statement of other

comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 31 to 77, present fairly, in all material respects,

the consolidated financial position of the Group as at 30 June 2023, and its consolidated financial performance and cash flows

for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’)

and International Financial Reporting Standards (‘IFRS’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards on Auditing

(New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for

the Audit of the Consolidated Financial Statements section of our report.

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

We are independent of the Company in accordance with Professional and Ethical Standard 1 International Code of Ethics for

Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for

Professional Accountants (including International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of taxation advice, we have no relationship with or interests in the

Company or any of its subsidiaries. These services have not impaired our independence as auditor of the Company and Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the Group that in our

judgement would make it probable that the economic decisions of a reasonably knowledgeable person would be changed or

influenced (the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to our attention during

the audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’ materiality). We use

materiality both in planning the scope of our audit work and in evaluating the results of our work.

Key audit matters

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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.


INDEPENDENT AUDITOR’S REPORT

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

79




Key audit matter How our audit addressed the key audit matter

Revenue Recognition – Rebates & Promotional

Allowances accruals

Revenue is recognised net of volume discounts, other

rebates and various other payments to customers for

promotional support. Volume discounts and rebates not

invoiced at reporting date are estimated based on

agreements with customers and estimated depletions

during the period.

As disclosed in note 3, the value of the rebates and

promotional allowances accruals at 30 June 2023 was

$25.7m (2022: $21.5m)

The value of rebates and promotional allowances accruals

as at 30 June 2023 is a key audit matter due to the high

levels of judgment involved in the calculation of the

accruals as management must estimate the level of

achievement of future targets by customers in order to

calculate the level of rebates and promotional allowances

that will be incurred.



In order to respond to the significant judgment in estimating

the rebates and promotional expenses accruals we:

• held discussions with management to understand the

process and models for estimating the rebates and

promotional allowances accruals;

• evaluated the design and tested the implementation of

relevant controls over the rebates and promotional

allowances accruals and associated revenue recognition;

• performed a look-back analysis comparing previous

rebates and promotional allowances accruals to the

actual cost incurred; and

• obtained management’s calculation of the 30 June 2023

rebates and promotional allowances accruals, checked

the calculation for mathematical accuracy and agreed to

supporting evidence on a sample basis.


Other information

The directors are responsible on behalf of the Group for the other information. The other information comprises the information

in the Annual Report that accompanies the consolidated financial statements and the audit report.

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

assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If so, we are

required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the consolidated financial statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative

but to do so.







INDEPENDENT AUDITOR’S REPORT CONTINUED



01


IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt

To the Shareholders of Delegat Group Limited

Opinion

We have audited the consolidated financial statements of Delegat Group Limited and its subsidiaries (the ‘Group’), which

comprise the statement of financial position as at 30 June 2023, and the statement of financial performance, statement of other

comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 31 to 77, present fairly, in all material respects,

the consolidated financial position of the Group as at 30 June 2023, and its consolidated financial performance and cash flows

for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’)

and International Financial Reporting Standards (‘IFRS’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards on Auditing

(New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for

the Audit of the Consolidated Financial Statements section of our report.

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

We are independent of the Company in accordance with Professional and Ethical Standard 1 International Code of Ethics for

Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for

Professional Accountants (including International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of taxation advice, we have no relationship with or interests in the

Company or any of its subsidiaries. These services have not impaired our independence as auditor of the Company and Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the Group that in our

judgement would make it probable that the economic decisions of a reasonably knowledgeable person would be changed or

influenced (the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to our attention during

the audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’ materiality). We use

materiality both in planning the scope of our audit work and in evaluating the results of our work.

Key audit matters

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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.


DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

80




Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will

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

if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on the External

Reporting Board’s website at:

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

This description forms part of our auditor’s report.

Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to

the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To

the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company’s shareholders

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




Andrew Dick

Partner

for Deloitte Limited

Auckland, New Zealand

24 August 2023




INDEPENDENT AUDITOR’S REPORT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

81
CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE

Delegat Group Limited (“the Group”) is committed to maintaining the highest standards of governance by

adopting and implementing best practice structures and policies. This Corporate Governance Statement sets

out the corporate governance policies, practices, and processes adopted and followed by the Group (including

the guiding principles, authority, responsibilities, membership and operation of the Board of Directors) as at 25

August 2023 and has been approved by the Board.

The best practice principles (and underlying recommendations) which the Group has had regard to in determining

its governance approach are the principles set out in the NZX Corporate Governance Code 2017 (‘NZX Code’).

The Board’s view is that the Group’s corporate governance policies, practices and processes generally follow

the recommendations of the NZX Code. This Corporate Governance Statement includes disclosure of the

extent to which the Group has followed each of the recommendations in the NZX Code (or where applicable,

an explanation as to why a recommendation was not followed and any alternative practice followed in lieu of the

recommendation).

The Group is a company incorporated in New Zealand and listed on the NZX Main Board. Further information

about the Group’s corporate governance framework (including the Board and Board Committee charters, and

codes and selected policies referred to in this section) is available on the Group’s website at www.delegat.com,

under the Investor Relations section.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for

these standards being followed throughout the organisation.

CODE OF ETHICS AND RELATED POLICIES

Recommendation 1.1: The board should document minimum standards of ethical behaviour to which the

issuer’s directors and employees are expected to adhere (a code of ethics).

The Group expects its Directors, senior management and employees to maintain the highest standards of

honesty, integrity and ethical conduct in day to day behaviour and decision making. The Board has adopted a

Code of Ethics which incorporates the requirements set out in Recommendation 1.1, forms part of the induction

process for all new employees and is available on the Group’s website. All Directors, senior management and

employees must provide acknowledgement that they have read and understood the content.

Delegat Group operates a phone service which can be used by Delegat Group’s personnel to report suspected

unacceptable, unethical or illegal behaviour in the workplace.

In addition, the Group has a Modern Slavery Policy, which provides for a zero-tolerance approach to all forms of

forced labour, including modern forms of slavery and any form of human trafficking within our supply chain.

FINANCIAL PRODUCTS TRADING POLICY

Recommendation 1.2: An issuer should have a financial product dealing policy which applies to employees

and directors.

The Financial Products Trading Policy sets out the Group’s requirements for all Directors and employees

in relation to trading the Group’s shares and is available on the Group’s website. This policy incorporates all

trading restraints. In general, Directors and employees are allowed to trade in the Group shares during

two ‘trading windows’. Trading windows commence on the day after the half-year and full-year results are

announced to the market and close on the respective half-year and full-year balance date, which typically

means an ‘open period’ of approximately 120 days. Trading outside these windows is generally prohibited.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

82
CORPORATE GOVERNANCE STATEMENT CONTINUED

FINANCIAL PRODUCTS TRADING POLICY (CONTINUED)

Proposed transactions by Directors and employees during the trading windows require approval from the

Chairman of the Audit and Risk Committee. The policy also provides that no Directors or employees can trade

shares if they are in possession of price sensitive information that is not publicly available. In addition, through

our share registry, Computershare Investor Services Limited, we actively monitor trading in Delegat Group

Limited shares by senior personnel.

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and

perspectives.

BOARD CHARTER

Recommendation 2.1: The board of an issuer should operate under a written charter which sets out the roles

and responsibilities of the board. The board charter should clearly distinguish and disclose the respective

roles and responsibilities of the board and management.

The Board has adopted a formal Board Charter which sets out the respective roles, responsibilities, composition

and structure of the Board and senior management, and this is available on the Group’s website. The Board is

responsible for the direction and control of the Group’s activities and acknowledges the need for the highest

standard of corporate governance. The responsibility includes such areas of stewardship as the identification

and control of the Group’s business risks, the integrity of management systems and reporting to Shareholders.

The primary objective of the Board is to build long-term Shareholder value, with due regard to other stakeholder

interests. It does this by adopting the strategic plans, objectives and policies that have been set for the Group

by the Managing Director, together with senior management. Responsibility for day-to-day management of

the Group has been delegated to the Managing Director and other members of senior management, to deliver

effective execution of the strategic plans and manage the daily affairs of the Group. The Managing Director

reports regularly to the Board on Group performance, as well as the progress being made against the strategic

plans. Management is responsible for implementing the objectives and strategies approved by the Board, within

the ambit of risk set by the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Recommendations 2.2 and 2.3: Every issuer should have a procedure and appointment of directors to the

board. An issuer should enter into written agreements with each newly appointed director establishing the

terms of the appointment.

The Board collectively considers the nominations of Directors. In doing this, the Board’s procedure involves

careful consideration of the composition of the Board in relation to the Group’s needs and operating environment

to ensure relevant skills and experience. This also applies to the consideration of additional or replacement

Directors, subject to the constitutional limitation on the number of Directors. In so doing, as noted, the priority

must be on ensuring the skills, experience and diversity on the Board, and the skills that are necessary or

desirable for the Board to fulfil its governance role and to contribute to the long-term strategic direction of the

Group. The Board may engage consultants to assist in the identification, recruitment and appointment of suitable

candidates.

When appointing new Directors, the Board ensures that the constitutional requirements in respect of Directors

will continue to be satisfied. There must be at least three and no more than nine, at least two Directors must

be resident in New Zealand and, while the Company is listed, at least two Directors must be determined by the

Board to be independent. Each director receives a letter formalising his or her appointment. That letter outlines

the key terms and conditions of his or her appointment, including Delegat Group’s expectations of the role of

director, and is required to be countersigned confirming agreement.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

83
CORPORATE GOVERNANCE STATEMENT CONTINUED

NOMINATION AND APPOINTMENT OF DIRECTORS (CONTINUED)

The NZX Listing Rules and the Group’s Constitution requires that all Directors stand for re-election at the Annual

Meeting of Shareholders within three years of last being elected. Directors may be appointed by the Board to

fill vacancies, but they are then subject to re-election at the next Annual Meeting of Shareholders. In addition

to Directors retiring by rotation, and eligible for re-election, nominations may be made by Shareholders. All new

Directors will enter into a written agreement with the Group setting out the terms of their appointment.

DIRECTORS

Recommendation 2.4: Every issuer should disclose information about each director in its annual report or on

its website, including a profile of experience, length of service, independence and ownership interests and

director attendance at board meetings.

The Board currently comprises seven Directors; six Non-Executive and one Executive Directors. The Board has

considered which of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and

has determined that as at 25 August 2023, three Directors were independent Directors, including the Chair of the

Audit and Risk Committee and the Chair of the People, Culture and Safety Committee. As at 24 August 2023, the

Directors are:

Jakov (Jim) Delegat Non-Executive Appointed in April 2006

Rosemari (Rose) Delegat Non-Executive Appointed in April 2006

Steven Carden Executive Appointed in January 2022

Graeme Lord Non-Executive Appointed in July 2020

Phillipa Muir Independent Appointed in August 2020

Dr Alan Jackson Independent Appointed in October 2012

Gordon MacLeod Independent Appointed in February 2022

A profile of experience for each Director is available on the Group’s website and included in the Annual Report on

pages 27 through 28.

D I V E R S I T Y

Recommendation 2.5: An issuer should have a written diversity policy which includes requirement for the

board or a relevant committee of the board to set measurable objectives for achieving diversity (which, at

a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s

progress in achieving them. The issuer should disclose the policy or a summary of it.

The Group values diversity and our workforce, including potential employees, come from all walks of life. Every

individual is unique, having different skills and experiences. People come from many cultures and backgrounds,

along with a wide range of other personal attributes including gender, age, culture, disability (mental, learning,

physical), economic background, language(s) spoken, marital/partnered status, race, religious beliefs and sexual

orientation. The Group has a commitment to attracting, selecting, developing and retaining the most suitable

employees from this diverse range of attributes. The Group’s Diversity Policy (including inclusiveness) is available

on the Group’s website.

A breakdown of the gender composition of the Group is:

2023Global

Sales

%Viticulture%Winemaking,

Bottling and

Warehousing

%Management

and Admin

%Tot a l%

Female7953%2627%5235%4661%20343%

Male7147%6973%9565%3039%26557%

1509514776468

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

84
CORPORATE GOVERNANCE STATEMENT CONTINUED

DIVERSITY (CONTINUED)

2022Global

Sales

%Viticulture%Winemaking,

Bottling and

Warehousing

%Management

and Admin

%Tot a l%

Female8157%2527%3429%4961%18944%

Male6243%6973%8371%3139%24556%

1439411780434

A breakdown of the gender composition of Directors and senior management at the Group’s balance date is:

% Female (Number) % Male (Number)

2023 2022 2023 2022

Directors 29% (2) 29% (2) 71% (5) 71% (5)

Senior management 24% (4) 28% (5) 76% (13) 72% (13)

The Board and management recognise that diversity, equity and inclusion activities can enhance organisational

culture. Enabling employees to feel they can be themselves at work, perform their best and fully participate in the

workplace with a sense of belonging.

The Group has in place a formal diversity plan focused on three areas:

• Commit – to equity at all levels of the business and commit to increasing diversity in homogenous teams and

management positions.

• Cultivate – an inclusive organisational culture where all leaders and managers feel a shared responsibility to

cultivate inclusivity.

• Measure – diversity and inclusion impact and report on progress.

During the year under review, the Group has made progress against this plan, specifically:

• Ongoing Group wide Diversity, Equity and Inclusion training available on Delegat’s Learning Management

System;

• Diversity, Equity and Inclusion committees formed in all countries Delegat operates in, driving local and global

initiatives; and

• Global Paid Parental Leave Policy introduced, applicable to all genders.

The Board has approved the 2024 work plan and are satisfied with the rate of progress to date on group wide

initiatives.

DIRECTOR TRAINING

Recommendation 2.6: Directors should undertake appropriate training to remain current on how to best

perform their duties as directors of an issuer.

The Board expects all Directors to be members of the Institute of Directors and to undertake continuous

education to remain current on how to best perform their responsibilities and keep abreast of changes and trends

in economic, political, social, financial and legal climates and governance practices. The Board also ensures that

new Directors are appropriately introduced to management and the business, that all Directors are updated

on relevant industry and Group issues and receives copies of appropriate Group documents to enable them to

perform their roles. The Board visits each of the Group’s main operational areas by rotation annually, to observe

first-hand the safety and other management practices and business responses to issues.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

85
BOARD EVALUATION

Recommendation 2.7: The board should have a procedure to regularly assess director, board and committee

performance.

The Chairman of the Board every two years leads a performance review and evaluation of the performance of

the Directors, the Board as a whole, and of the Board committees against the Board and committee charters,

including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. All

Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election

of a Non-Executive Director to the Board. The findings of the performance review process are used to identify,

assess and enhance Directors’ competencies and to define characteristics or skills which should be sought in

future Board candidates.

DIRECTOR INDEPENDENCE

Recommendations 2.8 and 2.9: A majority of the board should be independent directors. An issuer should

have an independent chair of the board. If the chair is not independent, the chair and the CEO should be

different people.

The Board currently comprises seven Directors, three of whom are deemed “independent” according to the NZX

Code. The Board recognises this divergence from the Code that for best practice a majority of board members

will be independent. With respect to Director composition and given the various operating environments of the

Group and its needs, the Board considers that the profile offered by each Director, and all Directors collectively,

provides appropriate experience, skill and diversity to meet its governance responsibilities. In looking to future

board appointments the Board is committed to achieving compliance with the Code and will, when appropriate,

propose suitable or additional nominees. The Board is of the view that the divergence has not interfered with the

Directors’ capacity to provide independent judgements in fulfilling their responsibilities.

The Board Charter is explicit in that the Chairman and Managing Director roles are separate.

PRINCIPLE 3 – BOARD COMMITTEES

The board should use committees where this will enhance its effectiveness in key areas, while still retaining board

responsibility.

AUDIT AND RISK COMMITTEE

Recommendation 3.1: An issuer’s audit committee should operate under a written charter. Membership on

the audit committee should be majority independent and comprise solely of non-executive directors of the

issuer. The chair of the audit committee should be an independent director and not the chair of the board.

The Audit and Risk Committee operates under a written Charter, and this is available on the Group’s website. As at

30 June 2023 the Audit and Risk Committee comprised Gordon MacLeod (Chair), Graeme Lord, Dr Alan Jackson

and Phillipa Muir, the Committee meets at least four times during the year, and more frequently if required. The

Audit and Risk Committee is responsible for the framework of internal control mechanisms that ensure proper

management of the Group’s affairs. These controls including the safeguarding of assets, maintaining proper

accounting records, complying with legislation, ensuring the reliability of financial information, and assessing

and reviewing business operational risks. The committee advises and assists the Board in discharging its

responsibility with respect to financial reporting, tax planning, compliance and risk management practices of the

Group.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

86
AUDIT AND RISK COMMITTEE (CONTINUED)

Recommendation 3.2: Employees should only attend audit committees at the invitation of the audit

committee.

The Managing Director and Chief Financial Officer attend Audit and Risk Committee meetings at the invitation

of the Audit and Risk Committee. The Audit and Risk Committee may invite any senior management member to

present on their respective function or a particular subject matter that is relevant in the committee considering

the Group’s compliance or risk management practices. The Group’s external auditor also attends meetings at

the committee’s invitation. The Audit and Risk Committee receives feedback from the external auditor (without

management present), concerning any matters that arise in connection with the audit and performance of

management’s roles.

PEOPLE, CULTURE AND SAFETY (REMUNERATION) COMMITTEE

Recommendation 3.3: An issuer should have a remuneration committee which operates under a written

charter (unless this is carried out by the whole board). At least a majority of the remuneration committee

should be independent directors. Management should only attend remuneration committees at the invitation

of the remuneration committee.

The People, Culture and Safety Committee operates under a written Charter, and this is available on the Group’s

website. As at 30 June 2023 the People, Culture and Safety Committee comprised Phillipa Muir (Chair), Gordon

MacLeod, Graeme Lord and Dr Alan Jackson. The Committee meets at least three times during the year, and

more frequently if required. The People, Culture and Safety Committee assists the Board in discharging its

responsibilities with respect to the remuneration and performance of the Managing Director and other senior

management, remuneration of Directors, human resources policy and strategy and succession planning. The

Committee also monitors and reports on general trends and proposals concerning employment conditions and

remuneration. The Managing Director and Group People and Culture Manager attend People, Culture and Safety

Committee meetings at the invitation of the People, Culture and Safety Committee.

NOMINATION COMMITTEE

Recommendation 3.4: An issuer should establish a nomination committee to recommend director

appointments to the board (unless this is carried out by the whole board), which should operate under a

written charter. At least a majority of the nomination committee should be independent directors.

The Board does not operate a separate Nomination Committee as Director appointments are considered by the

Board as a whole. The Board’s procedure for the nomination and appointment of Directors is summarised under

Principle 2 above (under the heading “Nomination and Appointment of Directors”).

OVERVIEW OF BOARD COMMITTEES

Recommendation 3.5: An issuer should consider whether it is appropriate to have any other board committees

as standing board committees. All committees should operate under written charters. An issuer should

identify the members of each of its committees, and periodically report member attendance.

The Board does not operate any other committees apart from the Audit and Risk Committee and the People,

Culture and Safety Committee. The Group has considered whether any other standing Board committees

are appropriate and has determined the existing committee structure is appropriate for meeting governance

obligations. Each committee operates under a charter which is available on the Group’s website. Committee

members are appointed from members of the Board and membership is reviewed on an annual basis. Any

recommendation made by the committee is typically submitted to the Board for formal approval. The Managing

Director and relevant key executives are invited to attend committee meetings as appropriate.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

87
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

For the year ended 30 June 2023

BoardAudit and Risk

People, Culture

and Safety

Number of meetings held655

AttendedAttendedAttended

Jim Delegat6––

Rose Delegat5––

Graeme Lord655

Phillipa Muir655

Dr Alan Jackson532

Gordon MacLeod545

Steven Carden655

TAKEOVER PROTOCOLS

Recommendation 3.6: The board should establish appropriate protocols that set out the procedures to be

followed if there is a takeover offer for the issuer including any communications between insiders and the

bidder. The board should disclose the scope of independent advisory reports to shareholders. These protocols

should include the option of establishing an independent takeover committee, and the likely composition

and implementation of an independent takeover committee.

Given the Group’s shareholding structure, with the largest Shareholder being the Delegat Share Protection Trust

(a related party), the Board considers the likelihood of an unanticipated takeover to be low, and so the Board, in

the event of a takeover offer, has agreed that a Takeover Response Committee would be convened comprising

Independent Directors. That committee would consider the Group’s actions in relation to the takeover offer,

including seeking appropriate legal, financial, and strategic advice, complying with takeover regulation (including

the appointment of an independent advisor under the Takeovers Code and the preparation of a Target Company

Statement) and determining what additional information (if any) would be provided by the Group to the bidder.

PRINCIPLE 4 – REPORTING AND DISCLOSURE

The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

The Board is committed to timely, accurate and meaningful reporting of financial and non-financial information.

CONTINUOUS DISCLOSURE

Recommendation 4.1: An issuer’s board should have a written continuous disclosure policy.

As a listed company there is an imperative for the Group to ensure the market is appropriately informed and

Delegat is committed to ensuring that all of our shareholders have timely access to full and accurate material

information about the Group. The Group has a Continuous Disclosure Policy, and this is available on the Group’s

website. The purpose of this policy is to ensure the Group complies with its continuous disclosure obligations

by ensuring timely, accurate and complete information is provided to all Shareholders and market participants.

Directors formally consider at each Board meeting whether there is relevant material information which should

be disclosed to the market.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

88
CHARTERS AND POLICIES

Recommendation 4.2: An issuer should make its code of ethics, board and committee charters and the policies

recommended in the NZX Code, together with other key governance documents, available on its website.

Information about the Group’s corporate governance framework (including Code of Ethics, Board and Committee

charters, and other selected key governance codes and policies) is available to view on the Group’s website.

FINANCIAL AND NON-FINANCIAL REPORTING

Recommendation 4.3: Financial reporting should be balanced, clear and objective. An issuer should provide

non-financial disclosure at least annually, including considering environmental, economic and social

sustainability factors and practices. It should explain how operational or non-financial targets are measured.

Non-financial reporting should be informative, including forward looking assessments, and align with key

strategies and metrics monitored by the board.

FINANCIAL REPORTING

The Audit and Risk Committee is accountable to the Board for the recommendations of the external auditors,

Deloitte, directing and monitoring the audit function and reviewing the adequacy and quality of the annual audit

process. This includes receiving reports on the Group’s internal information system control environment. The

Committee oversees the quality and integrity of external financial reporting including the accuracy, completeness

and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective. It

reviews annual and half year financial statements and makes recommendations to the Board concerning the

application of accounting policies and practices, areas of judgement, compliance with accounting standards,

stock exchange and legal requirements, and the results of the external audit.

Management’s accountability for the Group’s financial reporting is reinforced by the written confirmation from

the Managing Director and Chief Financial Officer that, in their opinion, financial records have been properly

maintained and that the financial statements comply with the appropriate accounting standards and give a true

and fair view of the financial position and performance of the Group. Such representations are given based on a

sound system of risk management and internal control which is operating effectively in all material respects in

relation to financial reporting risk.

NON-FINANCIAL REPORTING

The Group assesses its exposure to environmental, economic and social sustainability as part of the overall

framework for managing risk (see Principle 6 – Risk Management). The Group is committed to improving

standards of environmental performance to enable a more efficient and sustainable future. Accordingly, the

Group follows long standing practices regarding management of environmental factors affecting the business,

including strategies relating to water conservation, viticulture management, sustainable winegrowing practices

and wetland preservation initiatives.

The Group has remained focused on the development of measurable initiatives in respect to three key areas;

inclusion, people and climate change. Each of these areas is key to supporting a value based organisation which

focuses on harnessing the passion of people who are intent on personal achievement and growth.

Sustainability in all its forms remains a priority for the Group, reflecting the strong leadership role the Group plays

in the practice of sustainable winegrowing and wine production. As a leader in the New Zealand wine industry

and as a founding member since 2002 of Sustainable Winegrowing New Zealand (SWNZ), the Group takes its

responsibilities to respect and protect the environment very seriously.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

89
NON-FINANCIAL REPORTING (CONTINUED)

Utilising a sustainability framework that covers three main areas, building a resilient business (covering climate

risk and greenhouse gas emissions); fostering healthy communities (covering health, safety and wellbeing,

diversity and inclusion); and producing sustainable wine (covering biodiversity, packaging and waste, and

sustainable growing and production), the Group has a range of initiatives helping drive positive environmental

and social outcomes across the business. For example, a significant amount of work is underway to achieve Toitu

Envirocare carbon reduce certification. The Group has also been working on its health, safety and wellbeing

performance for all its people around the world and has specific programmes identifying opportunities for

improvements in diversity and inclusion in the Group.

The Group applies many of these same sustainable growing practices in the Barossa Valley, again as a leader of

sustainable winegrowing practices within the Australian wine industry. Over the coming year the group will be

using the Task Force on Climate-related Financial Disclosures (TCFD) framework, which covers governance,

strategy, risk management, metrics and targets to enhance its climate risk programme. The company’s

Sustainability and Climate Change Steering Group reports progress to the Delegat Board on a regular basis

against milestones established under the Group’s Sustainability Strategy, approved by the Board in April 2022.

PRINCIPLE 5 – REMUNERATION

The remuneration of directors and executives should be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

Recommendation 5.1: An issuer should recommend director remuneration to shareholders for approval in a

transparent manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report.

REMUNERATION – MANAGING DIRECTOR

The criteria for reviewing the remuneration for Executive Directors includes, as appropriate, advice obtained

from external independent consultants, specific market comparison of roles using independent surveys,

consideration of role expectations and requirements, and level of achievement against business and personal

objectives.

REMUNERATION – NON-EXECUTIVE DIRECTORS

Remuneration levels are set at competitive levels to attract and retain appropriately qualified Directors. The Group’s

policy is to pay its Directors in cash. The fees of the Non-Executive Directors are set within the aggregate amount

determined by Shareholders by a resolution. The criteria for reviewing Non-Executive Director remuneration

includes obtaining advice from external consultants as appropriate, information on Board arrangements for

other corporations of similar size and complexity, and the review of current and expected workloads (including

as Chairman of the Board Committees). The NZX Listing Rules require that the Shareholders approve the total

aggregate amount payable to all Directors as Directors’ fees. Approval was last sought in 2022, when the pool

limit was set at $730,000 per annum. Director remuneration is included in the Annual Report on page 96.

REMUNERATION POLICY

Recommendation 5.2: An issuer should have a remuneration policy for remuneration of directors and officers,

which outlines the relative weightings of remuneration components and relevant performance criteria.

The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to

all Non-Executive Directors and all employees including senior management, to ensure that remuneration

practices are fair and appropriate, and that there is a clear link between remuneration and performance.

NON-FINANCIAL REPORTING (CONTINUED)

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

90
REMUNERATION POLICY (CONTINUED)

The Group is committed to applying fair and equitable remuneration and reward practices in the workplace,

taking into account internal and external relativity, the commercial environment, the ability to achieve the

Group’s business objectives and the creation of Shareholder value. Under the Group’s remuneration practices,

job size relative to the relevant competitive market for talent, as well as individual performance against defined

key performance objectives, are key considerations in all remuneration-based decisions.

EMPLOYEE REMUNERATION

The number of employees and former employees within the Group, receiving remuneration and benefits above

$100,000, relating to the year ended 30 June 2023 is included in the Annual Report on page 99.

MANAGING DIRECTOR (CHIEF EXECUTIVE OFFICER) REMUNERATION

Recommendation 5.3: An issuer should disclose the remuneration arrangements in place for the CEO in its

annual report. This should include disclosure of the base salary, short-term incentives and the performance

criteria used to determine performance based payments.

The remuneration of the Managing Director for the year ended 30 June 2023 is included in the Annual Report on

page 96.

The remuneration of the Managing Director comprises both a fixed and variable performance component.

Fixed remuneration includes a base salary, contributions to superannuation, wine and phone allowances. The

Managing Director received a variable performance incentive (prorated from January 2022) of $101,000 linked to

Group performance and achievement against strategic goals. The short-term incentive target was $121,000 and

based on the achievement of pre-determined operational performance targets (Group EBIT) and sales volumes.

A maximum amount of $182,000 was payable for outstanding performance.

SENIOR MANAGEMENT

The Group’s senior management is appointed by the Managing Director. Senior management’s key performance

objectives are comprised of specific Group financial objectives along with business related individual objectives.

Establishing and monitoring these key performance objectives is undertaken annually by the Managing Director,

recommending them to the People, Culture and Safety Committee, for approval. The performance of the senior

managers against these key performance objectives is evaluated annually and serves as a key determinant of any

short-term incentive scheme values and payments.

SHORT-TERM INCENTIVE PAYMENTS

Short-term incentive payments are at risk cash payments designed to motivate and reward for short-term (within

each financial year) performance. The target value of a short-term incentive payment is set by the Managing

Director with a specified dollar potential available to each participant in the scheme. The target areas for all

employees who are entitled to participate in the discretionary short-term incentive scheme are set based on

a combination of Group financial performance and specific sales targets relative to the employee’s area of

responsibility and individual goals. The weightings applied to each of the target areas will be generally consistent

throughout the Group for roles entitled to a short-term incentive payment, but may vary depending on specific

areas of focus as determined by the Managing Director. The People, Culture and Safety Committee approves

senior management short-term incentive payments, and the Managing Director approves the short-term incentive

payments to be made to sales employees at the end of the financial year and approves the sales employee’s

targets for the following year.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

91
PRINCIPLE 6 – RISK MANAGEMENT

Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The

board should regularly verify that the issuer has appropriate processes that identify and manage potential and material

risks.

RISK MANAGEMENT

Recommendation 6.1: An issuer should have a risk management framework for its business and the issuer’s

board should receive and review regular reports. An issuer should report the material risks facing the business

and how these are being managed.

Risk management is an acknowledged important factor in corporate governance. The Board is responsible for

the Group’s risk assessment, management and internal control and considers it has carried out a robust risk

assessment process. The Board has identified a number of risks in the Group’s operations that are commonly

faced by other entities in the industry in which the Group operates. The Board and management of the Group

considers they have taken all reasonable steps to manage and mitigate these risks.

In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural

techniques are in place and in practice which the Board and management considers effectively mitigate this risk.

Brand reputation and brand security are identified risks that are the subject of ongoing surveillance, and

techniques and practices are in place which the Board and management considers mitigate this risk effectively.

Supply chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions

to mitigate the risk of the loss of a single supplier.

Technology risk, particularly in relation to hacking or illegal access to systems, is managed through a dedicated

information technology department, along with external consultants which the Board and management consider

mitigate this risk effectively. The Audit and Risk Committee regularly receives technology control finding updates.

Information reporting includes updates about the status of previously raised items, fraud risk management,

cyber risks and security monitoring, access governance and vendor management reviews, along with the latest

assessment of evolving risk matters for consideration.

The Managing Director, together with senior management, meets regularly on risk assessment affecting the

business and maintain a risk matrix which is used to monitor and mitigate these risks. A risk matrix measures

the impact of the risk and likelihood of occurrence and is provided to the Audit and Risk Committee and Board

annually. The Group maintains insurance policies that it considers adequate to meet insurable risks.

HEALTH AND SAFETY

Recommendation 6.2: An issuer should disclose how it manages its health and safety risks and should report

on its health and safety risks, performance and management.

The health, safety and wellbeing of people is of the utmost importance to Delegat. A safe and healthy workplace

is one in which people and suppliers are accountable and empowered to work together to protect and promote

the health, safety and wellbeing of all.

The Board has responsibility for ensuring the Group maintains a health and safety management system that

meets best practice standards to protect the health and safety of employees and contractors engaged by the

Group. A Workplace Health and Safety Report, which covers Group performance across a range of measures

of Health and Safety, is presented to and reviewed by the Board at each Board meeting. The Board and senior

management are appraised of all notifiable incidents and injuries and the actions taken to ensure the health and

wellbeing of injured persons. Actions taken to prevent incident reoccurrence are also advised.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

92
HEALTH AND SAFETY (CONTINUED)

The Group People and Culture Manager and specialist team members in the People and Culture function assist

the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations

and policies.

Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and

systems, capability of staff and the general culture of the business in relation to safety.

The Group has implemented a Health and Safety Risk Matrix to identify specific hazards and risks, assess their

severity of impact and likelihood of occurrence, document mitigation strategies and determine the level of

residual risk. This matrix is reviewed at least annually by the Board and annual Health and Safety objectives and

key performance indicators are set for the business based on the significant risks identified.

The Group has introduced wellbeing initiatives to help create a healthy working environment with the goal for

promoting and maintaining physical, mental, and social wellbeing for everyone at Delegat.

PRINCIPLE 7 – AUDITORS

The board should ensure the quality and independence of the external audit process.

EXTERNAL AUDIT

Recommendations 7.1 and 7.2: The board should establish a framework for the issuer’s relationship with its

external auditors. This should include procedures prescribed in the NZX Code. The external auditor should

attend the issuer’s annual shareholders meeting to answer questions from shareholders in relation to the

audit.

The Board has adopted a policy in relation to the provision of the non-audit services by the Group’s external

auditor to ensure the independence of the external auditor. This is based on the principle that work that may

detract from the external auditor’s independence and impartiality (or that may be perceived as doing so) should

not be carried out by the external auditors.

The Audit and Risk Committee is responsible for the oversight of the Group’s external audit arrangements. These

arrangements include procedures for the matters described in Recommendation 7.1 of the NZX Code.

The Audit and Risk Committee is committed to ensuring the Group’s external auditor is able to carry out its work

independently so that financial reporting is reliable and credible. The Audit and Risk Committee is responsible for

the appointment of Delegat’s external auditors, its terms of engagement and the level of fees incurred (subject

to shareholder approval). The Audit and Risk Committee monitors the nature and extent of other services

provided by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services

are complementary to the external audit and compatible with maintaining external audit independence. Regular

rotation of the external audit firm is not mandated, however rotation of the key audit partner of Delegat is required

every five years. The Group’s external auditor is Deloitte. Total fees paid to Deloitte in its capacity as auditor are

included in the Annual Report on page 53.

The Group invites representatives of Delegat’s external auditors to attend the Annual Meeting of Shareholders

and for the lead audit partner to be available to answer Shareholder questions about the conduct of their audit

and the preparation and content of the auditor’s report.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

93
INTERNAL AUDIT

Recommendation 7.3: Internal audit functions should be disclosed.

The Group does not have an internal audit function. Procedures have been established at a Board and executive

management levels that are designed to safeguard the assets and interests of the Group and ensure the

integrity of reporting. These include accounting, financial reporting and internal control policies and procedures.

The Board acknowledges that it is responsible for the overall internal control framework but recognises that

no cost-effective internal control system will preclude all errors and irregularities. To assist in discharging this

responsibility, the Board has instigated an internal control framework as follows:

• Financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Board.

Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly.

The consolidated entity reports to Shareholders half-yearly. Procedures are also in place to ensure that price-

sensitive information is reported to the NZX in accordance with continuous disclosure obligations;

• Operating unit controls – financial controls and standard operating procedures, including information system

controls, are in operation throughout the consolidated entity; and

• Investment appraisal – the consolidated entity has clear guidelines for capital expenditure. These include

annual budgets, as well as detailed appraisal and review procedures.

PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS

The board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.

INFORMATION FOR THE SHAREHOLDERS

Recommendation 8.1: An issuer should have a website where investors and interested stakeholders can

assess financial and operational information and key corporate governance information about the issuer.

The Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that

all Shareholders are provided with all information necessary to assess the Group’s direction and performance.

This is undertaken through a range of communication methods, including periodic and continuous disclosures to

the NZX, half-year and annual reports and the Annual Shareholders’ Meeting. The Managing Director and Chief

Financial Officer present via an analysts’ and investors’ conference call after the release of the interim and final

year results and answer questions raised by analysts and investors. The Group’s website provides financial and

operational information, details about its Directors and copies of its governance documents, for investors and

interested stakeholders to access at any time.

COMMUNICATING WITH SHAREHOLDERS

Recommendation 8.2: An issuer should allow investors the ability to easily communicate with the issuer,

including providing the option to receive communications from the issuer electronically.

Shareholders have the option of receiving their communications electronically, including by email or through

the Group’s website. Shareholders are actively encouraged to take up this option. The Board has always been

committed to having an open dialogue with Shareholders and welcomes investor enquiries.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

94
OTHER DISCLOSURES

SHAREHOLDER VOTING RIGHTS

Recommendations 8.3 and 8.4: Quoted equity security holders should have the right to vote on major

decisions which may change the nature of the issuer in which they are invested. If seeking additional equity

capital, issuers of quoted equity securities should offer further equity security holders of the same class on a

pro rata basis, and on no less favourable terms, before further equity securities are offered to other investors.

In accordance with the Companies Act 1993, the Group’s Constitution and the NZX Listing Rules, the Group

refers any significant matters to Shareholders for approval at a Shareholders’ Meeting. All shareholders are

entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by representative. Resolutions

at shareholders’ meetings are by way of poll, where each shareholder is entitled to one vote per share.

NOTICE OF ANNUAL SHAREHOLDERS MEETING

Recommendation 8.5: The board should ensure that the notices of annual or special meetings of quoted

equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days

prior to the meeting.

The Group posts any Notices of Shareholders’ Meetings on its website as soon as these are available. The general

practice is to make these available not less than four weeks prior to the Shareholders’ Meeting.

DISCLOSURE OF INTERESTS BY DIRECTORS

In accordance with section 140(2) of the Companies Act 1993, the Directors have made general disclosure of their

relevant interests for entry into the Group’s Interests Register.

Directors have declared interests in the following transactions with subsidiary companies during the financial year:

• Delegat Australia Pty Limited paid fees to Yaroona Pty Limited, a company in which a Director of Delegat

Australia Pty Limited has an interest;

• Delegat Limited paid fees to Camelot Trust Pte. Limited, a company in which a Director of Delegat (Singapore)

Pte. Limited has an interest; and

• Barossa Valley Estate Pty Limited paid fees to Range Road Estate Pty Limited, a company in which a Director

of Barossa Valley Estate Pty Limited has an interest.

The details of these transactions are given in Note 20 to the financial statements, “Related Parties”.

At 30 June 2023 and 25 August 2023 the following Directors, or entities related to them, had interests in the following

company shares:


ORDINARY SHARES

Delegat Group LimitedBeneficialNon-Beneficial

JN Delegat

1

– 6 6 , 8 5 7,14 2

RS Delegat

1

– 6 6 , 8 5 7,14 2

1

JN Delegat and RS Delegat jointly hold non-beneficially 66,857,142 shares in their capacity as trustees of the Delegat Share Protection Trust.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

95
DIRECTOR INTERESTS

In accordance with sections 140 and 211(e) of the Companies Act 1993, the table below lists the general disclosures

of interest by directors of Delegat Group Limited during FY23:

DirectorEntityRelationship

Jakov Nikola DelegatBenson Marine LimitedDirector and

Shareholder

NJPD Trustee LimitedDirector and

Shareholder

JAPD Trustee LimitedDirector and

Shareholder

Rosemari Suzan

Delegat

NoneNone

Alan Trevor JacksonBroadway Operations LimitedDirector and

Shareholder

Broadway PartnershipPartner

Senior Living Developments LimitedDirector and

Shareholder

Steven David Carden26 Seasons LimitedDirector

Phillipa Margaret MuirSimpson GriersonSenior Partner

Fletcher Building Educational Fund LimitedChair

Portview North Forest GP LimitedShareholder

Gordon Neil MacLeodSpark New Zealand LimitedDirector

New Zealand Breast Cancer FoundationBoard member

Spanbild NZ LimitedBoard advisor

Graeme Stuart LordHealthpost LimitedDirector

Biobalance LimitedDirector

Lord Trustee LimitedDirector and

Shareholder

Seacliffe Consulting LimitedDirector and

Shareholder

OTHER DISCLOSURES CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

96
OTHER DISCLOSURES CONTINUED

SHARE DEALINGS BY DIRECTORS

No Director dealt in any shares of the Company, or in the shares of a subsidiary company during the year.

REMUNERATION OF DIRECTORS

Directors received the following fees and remuneration from Delegat Group Limited:

2023 2022

$000 $000

Non-Executive Directors

JN Delegat

1

76 –

RS Delegat 95 85

GS Lord

2

178 44

AT Jackson

3

118 127

PM Muir

4

118 101

GN MacLeod

5

118 44

Executive Directors

6


JN Delegat

1

170 834

SD Carden

7

864 328

GS Lord

2

– 642

1

Jim Delegat retired from his position as Executive Director on 12 September 2022. From 1 July to 12 September 2022 Jim Delegat received

salary and other benefits as Executive Director totalling $170,000 (2022: $834,000). From 12 September 2022 Jim Delegat was paid Non-

Executive director fees of $76,000 (2022: $nil).

2

Graeme Lord was appointed as Chair on 12 September 2022. Graeme Lord’s remuneration includes Non-Executive Director fees of $22,000

(2022: $44,000) to 12 September 2022. Graeme Lord was paid $156,000 (2022: $nil) for his role as Chair from 12 September 2022. Seacliffe

Consulting Limited, a company in which Graeme Lord is a Director, was paid $181,000 (2022: $nil) for consulting services provided to Delegat

Limited, in addition to Directors fees. In the prior year Graeme Lord was Acting Managing Director to 1 February 2022 and was paid a base

salary of $583,000 and other benefits of $59,000.

3

Alan Jackson retired from his position as Independent Chair on 12 September 2022. Alan Jackson’s remuneration includes Independent

Chair director fees to 12 September 2022 of $36,000 (2022: $75,000). Alan Jackson was also paid Non-Executive director fees of $82,000

from 12 September 2022 (2022: $46,000). In the prior year Alan Jackson was paid $6,000 in addition to his Director fees for his role as Chair

of the Audit and Risk Committee to 31 January 2022.

4

Phillipa Muir was paid $15,000 (2022: $13,000) in addition to her Director fees for her role as Chair of the People, Culture and Safety

Committee.

5

Gordon MacLeod was paid $15,000 (2022: $8,000) in addition to his Director fees for his role as Chair of the Audit and Risk Committee.

6

Executive Directors remuneration includes salary and benefits received in their capacity as employees. Executive Directors do not receive

Directors fees.

7

Steven Carden’s remuneration includes base salary of $738,000 (2022: $303,000), short-term incentive payments of $101,000 (2022: $nil)

and other benefits of $25,000 (2022: $25,000).

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

97
OTHER DISCLOSURES CONTINUED

DIRECTORS AND OFFICERS’ INSURANCE LIABILITY

As permitted by the New Zealand Companies Act 1993, the Company has arranged a policy of Directors and Officers’

liability insurance which insures those persons indemnified to certain liabilities and costs.

STOCK EXCHANGE LISTINGS

The Company’s shares are listed on the New Zealand Stock Exchange.

20 Largest Shareholders as at 30 June 2023

Holder Shares Held % of Shares

Jakov Nikola Delegat, Rosamari Suzan Delegat & BPM Trustees (DSPT) Limited 6 6 , 8 5 7,14 2 66.11

Kevin Glen Douglas & Michelle McKenney Douglas 5,269,113 5.21

TEA Custodians Limited – NZCSD

1

4,769,044 4.72

National Nominees New Zealand Limited – NZCSD

1

3,386,309 3.34

Custodial Services Limited 3,045,087 3.01

James Douglas & Jean Ann Douglas 2,470,878 2.44

Kevin Douglas & Michelle Douglas 2,468,817 2.44

Accident Compensation Corporation – NZCSD

1

1,597,698 1.58

Forsyth Barr Custodians Limited 885,869 0.88

Robert Lawrence Wilton 765,872 0.76

Citibank Nominees (New Zealand) Limited – NZCSD

1

430,784 0.43

HSBC Nominees (New Zealand) Limited – NZCSD

1

353,625 0.35

Lloyd James Christie 212,654 0.21

Warren Fraser Sanderson & Elizabeth Ann Sanderson 200,000 0.20

Weijun Zhang & Yuhua Yang 150,000 0.15

Rainer Huebner & Shanti Huebner 139,977 0.14

JP Morgan Chase Bank – NZCSD

1

139,833 0.14

FNZ Custodians Limited 139,523 0.14

BNP Paribas Nominees (NZ) Limited – NZCSD

1

124,018 0.12

Mint Nominees Limited – NZCSD

1

97,316 0.09

Total for Top 20 93,503,559 92.46

1 Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). Total holding at 30 June 2023 in NZCSD were 11,099,877.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

98
OTHER DISCLOSURES CONTINUED

DISTRIBUTION OF ORDINARY SHARES

Holder Holders Shares Held % of Shares

1 – 5,000 1,517 2,534,582 2.51

5,001 – 10,000 268 1,684,830 1.67

10,001 – 100,000 180 3,504,537 3.47

100,001 plus

1

19 93,406,243 92.35

To t a l 1,984 101,130,192 100.00

1

NZCSD holdings are considered one holder for the purpose of the distribution of ordinary shares.

GEOGRAPHIC DISTRIBUTION

Holder Holders Shares Held % of Shares

New Zealand 1,920 90,186,292 89.18

United States of America 8 10,221,027 10.11

Australia 27 661,710 0.65

Other Overseas 29 61,163 0.06

To t a l 1,984 101,130,192 100.00

SUBSTANTIAL SECURITY HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 June 2023, the

substantial security holders in the Company are:

Substantial Security Holders Relevant Interest % of Shares Date of Notice

Jakov Nikola Delegat, Rosamari Suzan Delegat and


BPM Trustees (DSPT) Limited 66,857,142 66.11 21 Dec 2011

Douglas Irrevocable Descendants Trust; Douglas Family Trust;


K&M Douglas Trust 10,208,808 10.09 5 April 2017

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

99
OTHER DISCLOSURES CONTINUED

EMPLOYEE REMUNERATION

Section 211(1)(g) of the New Zealand Companies Act 1993 requires disclosure of remuneration and other benefits,

including redundancy and other payments made on termination of employment, in excess of $100,000 per year, paid

by the Company or any of its subsidiaries worldwide to any employees who are not Directors of the Company.

Fr o m To 2023 2022

$ $


100,001 110,000 22 19

110,001 120,000 18 15

120,001 130,000 18 21

130,001 140,000 11 5

140,001 150,000 8 12

150,001 160,000 12 9

160,001 170,000 11 9

170,001 180,000 8 13

180,001 190,000 6 8

190,001 200,000 10 1

200,001 210,000 6 3

210,001 220,000 5 6

220,001 230,000 5 1

230,001 240,000 5 –

240,001 250,000 – 2

250,001 260,000 1 2

260,001 270,000 3 1

270,001 280,000 – 5

280,001 290,000 4 3

290,001 300,000 1 1

300,001 310,000 4 2

310,001 320,000 2 –

320,001 330,000 1 1

330,001 340,000 1 –

340,001 350,000 2 2

350,001 360,000 2 –

360,001 370,000 2 –

370,001 380,000 1 2

390,001 400,000 – 1

400,001 410,000 1 1

410,001 420,000 1 1

420,001 430,000 2 –

430,001 440,000 – 1

470,001 480,000 – 1

500,001 510,000 – 1

580,001 590,000 1 –

650,001 660,000 – 1

670,001 680,000 – 1

720,001 730,000 1 –

860,001 870,000 1 –

176 151

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

100
OTHER DISCLOSURES CONTINUED

SUBSIDIARY COMPANY DIRECTORS

Section 211(1)(2) of the New Zealand Companies Act 1993 requires the Company to disclose, in relation to its

subsidiaries, the total remuneration and value of other benefits received by Directors and former Directors and

particulars of entries in the interest registers made during the year ended 30 June 2023.

Apart from Delegat Australia Pty Limited, Delegat (Singapore) Pte. Limited and Barossa Valley Estate Pty Limited,

which are required to have a local resident as a Director of the Company, no wholly owned subsidiary has any employee

appointed as a Director of Delegat Group Limited or its subsidiaries who receives, or retains any remuneration or

other benefits, as a Director. No other Director of any subsidiary Company within the Group receives Director’s fees

or other benefits as a Director.

The following persons respectively held office as Directors of subsidiary companies at the end of the year or in the

case of those persons with the letter (R) after their name ceased to hold office during the year. Alternate Directors

are indicated by the letter (A) after their name.

Delegat Limited

JN Delegat, SD Carden, MR Annabell, GS Lord

Delegat Europe Limited

JN Delegat (R), SD Carden, MR Annabell, GS Lord

Delegat Australia Pty Limited

JN Delegat, PJ Taylor, SD Carden, MR Annabell

Delegat USA ,Inc.

JN Delegat, SD Carden, MR Annabell

Delegat Canada Limited

JN Delegat, SD Carden, MR Annabell

Delegat (Singapore) Pte. Limited

JN Delegat, A Chew Peck Hwa, MR Annabell

Oyster Bay Wines New Zealand Limited

SD Carden, MR Annabell, GS Lord

Barossa Valley Estate Pty Limited

JN Delegat, AW Hoey, SD Carden, MR Annabell

DONATIONS

During the year the Parent and subsidiaries made donations of $nil (2022: $4,000).

NEW ZEALAND EXCHANGE WAIVERS

Delegat Group Limited has not obtained any waivers from the NZX in the financial year ended 30 June 2023.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

101
DIRECTORY

Directors

Graeme Stuart Lord

Jakov Nikola Delegat

Rosemari Suzan Delegat

Steven David Carden

Alan Trevor Jackson

Gordon Neil MacLeod

Phillipa Margaret Muir

Registered Office

Level 31, 15 Customs Street West

Auckland 1010

PO Box 91681

Victoria Street West

Auckland 1142

Solicitors

Heimsath Alexander

Level 1, Shed 22, Prince’s Wharf

147 Quay Street

PO Box 105884

Auckland 1143

Auditors

Deloitte

Deloitte Centre, Levels 12-18, 80 Queen Street

Auckland 1010

Private Bag 115033

Shortland Street

Auckland 1140

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Managing your shareholding online:

To change your address, update your payment

instructions and to view your registered details

including transactions, please visit:

www.investorcentre.com/NZ

General enquiries can be directed to:

enquiry@computershare.co.nz

Private Bag 92119

Auckland 1142

Telephone:

+64 9 488 8777

Facsimile:

+64 9 488 8787

Please assist our registry by quoting your CSN or

Shareholder number.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2023

The moment has its magic.
Togetherness has its place.

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

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