Seeka Limited/Announcement
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Seeka announces its 31 December 2023 result

Full Year Results27 February 2024SEKConsumer Staples

FULL YEAR RESULTS ANNOUNCEMENT FY23 | SEEKA LIMITED1
SEEKA 2023 FULL YEAR RESULT

Audited results for year ended 31 December 2023 (FY23)

Listed New Zealand produce handler Seeka Limited, with operations in New Zealand and Australia, has today reported

its audited results for the year ended 31 December 2023. Loss before tax of $21.0 million is in line with the previously

announced guidance of $20 million to $25 million loss before tax.

$48.7 million gross profit — down 29% on FY22's $68.3m

$26.0 million EBITDA — down 44% on FY22's $46.1m

( $14.5) million net loss after tax — down from $6.5m net profit FY22

"The 2023 harvest was difficult right across the horticultural sector, as a warm wet winter, cyclones and hail significantly

impacted orchards in New Zealand and Australia", says Seeka chief executive Michael Franks.

"Yields were down across the industry, with Seeka only handling 30 million trays of class 1 New Zealand kiwifruit in 2023,

compared with 42 million in 2022.

"While 2023 volumes were materially down, Seeka’s operational performance between the orchard and point of sale was

excellent. More than 99% of the kiwifruit we packed for our growers was delivered on time and in spec to the marketer

Zespri, and the quality of our fruit supplied to the international consumer was the best in the industry.

"The large drop in kiwifruit volumes, however, reduced Seeka's revenue for the year to $301 million, down from $348 million

in 2022. This contributed to a full year loss of $14.5 million after tax in 2023, compared to a $6.5 million net profit in 2022.

"Seeka responded to the seasonal downturn by suspending dividends and reducing overheads. This included establishing

a captive insurance structure to slow the impact of rising insurance costs. Having completed a number of post-harvest

automation projects, Seeka also reduced its capital expenditure.

"In June our bankers provided a new $201 million Sustainability-linked Loan facility that included covenant waivers that allow

Seeka to focus on restoring profitability.

"Total assets remained stable at $549 million, with $388 million invested in property, plant and equipment. Following a

sustained period of investments, Seeka has a post-harvest infrastructure capable of handling more than 50 million trays of

kiwifruit, which is forecast to efficiently handle short-term growth from our supplying growers.

"Seeka is focused on restoring profitability in 2024 and reducing debt, while maintaining the excellent operational

performance achieved in 2023 for its growers and customers. Having invested in capacity and automation, Seeka is

containing capital spend to maintenance, risk reduction, and automation.

"The La Niña weather system which impacted the last two seasons has now ended, and orchards are benefiting from far

better growing conditions. Kiwifruit vines are holding high levels of fruit, and the industry's forecast of record volumes will

allow Seeka to realise the full efficiencies of our highly-automated post-harvest facilities.

"The 2024 Kiwiberry harvest and sales programme is nearing completion and the first RubyRed kiwifruit crops are being

packed. We have the capacity, systems and personnel to handle much higher volumes, and are looking forward to delivering

an excellent and profitable service to our growers and the markets", says Franks.

28 February 2024

Company announcement

FULL YEAR RESULTS ANNOUNCEMENT FY23 | SEEKA LIMITED2
Financial performance

The following table outlines Seeka’s performance FY23.

New Zealand dollarsFY23FY22Change

Total revenue ($m)

$ 300.9 $ 348.4 ( 14%)

EBITDA before impairments and revaluations ($m)

$ 26.0 $ 46.1 ( 44%)

EBIT ($m)

($ 4.1)$ 19.1 ( 122%)

NPBT ($m)

($ 21.0)$ 7.6 ( 376%)

NPAT ($m)

($ 14.5)$ 6.5 ( 322%)

Net bank debt ($m)

$ 172.4 $ 147.4 17%

Basic earnings per share

( $0.34)$ 0.16 ( 319%)

Diluted earnings per share

( $0.34)$ 0.16 ( 319%)

Net tangible assets per share

$ 5.71 $ 5.97 ( 4%)

This announcement should be read in conjunction with Seeka Limited's 2023 annual report (audited). A copy of the 2023

annual report can be found on Seeka's website www.seeka.co.nz/reports.

EBITDA

EBITDA before revaluations and impairments is considered by Seeka's Board to be a key measure of performance.

New Zealand dollars ($000s)FY23FY22

Net profit before tax

( 20,988)7,593

Interest expense

12,0287,204

Lease interest expense

4,8424,289

EBIT

( 4,118)19,086

Impairment charges and revaluations

Impairments

3,4651,016

Loss on revaluation of property, plant and equipment

294 -

Depreciation expense

15,52016,055

Lease depreciation expense

10,4629,516

Amortisation of intangible assets

365406

EBITDA before impairments and revaluations

25,98846,079

ENDS

For more information, visit www.seeka.co.nz or please call:

Michael FranksNicola Neilson

Chief executive

+ 64 21 356 516

Chief financial officer

+ 64 21 841 606

---

ANNUAL REPORT 2023

ANNUAL REPORT 2023 | SEEKA LIMITED
Main contents

SEEKA LIMITED | ANNUAL REPORT 2023
Contents

Welcome to our 2023 Annual Report.

In this report, we detail our strategy to grow our business by connecting sustainable

produce to the market, and report on our operational and financial performance as we

work with our communities to deliver excellence.

This integrated report links to videos and

other information stored on the internet.

Scan the QR codes with your smartphone

camera to view extra material.

2 Introducing Seeka

2 Our produce business

4 Seeka's strategy

5 Our brand

6 Performance dashboard

8 From the Chair and Chief Executive

10 Financial review

13 Group financial performance

14 Orcharding

15 Post-harvest

16 SeekaFresh retail services

17 Australia

18 Focus on sustainability

23 Financial statements

24 Statement of profit or loss

25 Statement of comprehensive income

26 Statement of financial position

27 Statement of changes in equity

28 Statement of cash flows

29 Notes to the financial statements

70 Independent auditor's report

75 Governance

95 Directory

Main contents

This report links to other information

stored on the internet. Click on the QR

codes or scan with your smartphone

camera to view extra material.

The best way to view this online version of Seeka's annual report is with

Adobe Acrobat Reader. To navigate, click the section headers listed

above. You can also click any light blue text for direct links to additional

information. To return to a contents page, click the navigation header at

the top of each page.

ANNUAL REPORT 2023 | SEEKA LIMITED2
Introducing Seeka

Our produce business

Seeka grows, processes and supplies premium, healthy fruit to domestic and international consumers.

We work along the supply chain, helping growers develop and operate their orchards, provide harvest

and post-harvest services, supply Zespri's export programme, and market produce in New Zealand,

Australia, and to other high-value markets.

Growers benefit from an integrated supply service that cares for their produce from the orchard to point of sale. We pride

ourselves on careful handling and inventory management that optimises total crop value and grower returns. Our supply chain

partners benefit from a quality-driven service that connects consumers to the sustainable production and supply of quality fruit.

Operating throughout New Zealand and Australia, and recruiting from the Pacific and Asia, we enhance regional economic

development, and are a responsible employer that cares for the welfare of our workforce and communities.

By operating an integrated service, we are working to return value to Seeka shareholders by growing our revenue streams and

operating margins. This includes adding new services and expanding the reach of our core supply chain service.

Our core business

We are founded on kiwifruit and have expanded to be New Zealand's and one of Australia’s largest

kiwifruit growers. We grow and supply New Zealand kiwiberry, avocado, persimmon and citrus and

Australian nashi, pears, jujube and other fruits.

We are a large regional employer, operating packing and coolstore facilities in all major kiwifruit and avocado growing regions

in New Zealand’s North Island. Seeka also operates orchard and post-harvest facilities in Victoria, Australia, with the Australian

market supplied with Seeka fruit all year round.

We focus on supply chain management and have extended our services to include maturity testing to the wider kiwifruit

industry, the importation and conditioning of tropical fruits for New Zealand retailers, and the production and selling of avocado

oil and the digestive aid, Kiwi Crush™.

At Seeka, we strive to deliver excellence from orchard to market.

Our operations calendar

JANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC

KIWIBERRY

CITRUS

PERSIMMON

KIWIFRUIT

AVOCADO

AVOCADO

JUJUBE

NASHI AND PEAR

FRESH FRUIT AND VEGETABLES WHOLESALE MARKET

BANANA AND TROPICAL FRUITS IMPORT AND SUPPLY

KIWI CRUSH™ PRODUCTION AND SALE

AVOCADO OIL PRODUCTION AND SALE

PLUMPLUM

AUSTRALIAN KIWIFRUIT

NEW ZEALAND

SEEKAFRESH

AUSTRALIA

Main contents

3SEEKA LIMITED | ANNUAL REPORT 2023
Seeka operates

12 packing and

coolstorage

facilities in NZ

Plus 2 SeekaFresh sites

and 2 Australian packhouses

Kerikeri

Orangewood

Peninsula

Katikati

Aongatete

Work Road

Huka Pak

SeekaFresh

Retail services centre

SeekaFresh

DNFC production centre

Oakside

KKP

Transpack

O PAC

Gisborne

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED4
Seeka's strategy

Connecting

sustainable produce

to the world

Deliver operational and

financial excellence to our

growers and shareholders

Excellent planning, disciplined execution

and quality fruit to the market.

Lift financial performance

Low cost structure, targeted capital

expenditure and less bank debt.

Optimise post-harvest

capacity

Automation where it delivers efficiency

and returns value.

Build revenue streams

Lift kiwifruit returns and add

complementary services and products to

our core business.

Select Excellence

Our aspiration to deliver excellent service,

produce and value to our stakeholders.

Main contents

Our brand
Select Excellence

Select Excellence encapsulates the essence

of Seeka's business.

We Select Excellence to guide our decision

making, our actions, and the company

we strive to be. And our stakeholders can

expect excellence when they select Seeka.

Select Excellence is backed by our six core

brand values, highlighted by the six ticks of

the Seeka motif.

Safety always

We care for the health and long-term

welfare of our people, land and

communities.

Founded on relationships

Connecting sustainable fruit production

with world markets.

Inspirational people

Passionate about the produce we

handle and the service we deliver.

Independently ingenious

Delivering innovative solutions that

return real value.

Quality obsession

Our uncompromising pride in our

efforts to deliver the very best.

Growing sustainable futures

Connecting growers to the world with

our sustainable and profitable service.

5SEEKA LIMITED | ANNUAL REPORT 2023

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED6
Performance dashboard

1929

Full time equivalents employed per year

in NZ and Australia to pick, pack and

supply premium fruit.

3.2

Total recordable injury frequency,

per 200,000 hours worked. Seeka's

investments in safety technology and

systems is creating safer work places.

6

Regions serviced in New Zealand and

Australia. By connecting producers to

high-returning markets, we grow

regional economies.

SOCIAL

$(14)m

Loss after tax.

Down from $7m profit FY22.

$3m

Operating cash flow.

Down from $12m FY22.

$549m

Total assets.


Maintained total assets

$548m FY22.

FINANCIAL

1500

Hectares of NZ kiwifruit, avocado and

kiwiberry grown by the Seeka team.

30m

Trays of NZ Class 1 kiwifruit packed and

coolstored at Seeka facilities and shipped

to the international markets.

99%

Of export-packed SunGold and Hayward

kiwifruit delivered on time and in spec to

Zespri, with industry-leading in-market fruit

quality.

ENVIRONMENTAL

Main contents

7SEEKA LIMITED | ANNUAL REPORT 2023
7

Pacific and Asian nations engaged

with Seeka's recognised seasonal

employer programme, with

I-Kiribati, ni-Vanuatu, Solomon

Islander, Samoan, Tongan and

Malaysian people hosted in NZ and

employed at Seeka orchards and

post-harvest facilities.

$201k

Donated to community health

programmes, youth development,

cultural and sports groups.

140

Bed purpose-built accommodation

facility completed at Aongatete is

providing comprehensive pastoral care

to Seeka RSEs.

$240m

Net tangible assets, with capital

expenditure within depreciation

following ten years investing in

automation and capacity.

Down from $251m FY22.

$5.71

Net tangible assets per share.

Down from $5.97 FY22.

$(0.34)

Loss per share.

Down from $0.16 earnings FY22.

5

Years of CO2e data is guiding Seeka's

sustainability initiatives as we track our

journey to be net zero carbon by 2050.

791kW

Solar installed, with 345kW system

commissioned at Seeka Katikati

December 2023.

60

tCO2e per $1 million of revenue as

Seeka works to reduce the intensity

of our carbon footprint.

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED8
The 2023 harvest was a difficult season right across the horticultural sector. Seeka was impacted by an industry

wide drop in kiwifruit yields which led to an operating loss. A warm wet winter, cyclones and hail significantly

impacted kiwifruit yields across New Zealand and Australia.

Seeka handled 29.8 million trays of class 1 New Zealand kiwifruit in 2023, compared with 42.0 million in 2022.

Revenue for the 12 months ended 31 December 2023 was $300.9 million, down from $348.4 million in 2022.

The $47.5 million reduction in revenue produced a $14.5 million loss after tax in 2023.

In response to the challenging financial year, Seeka:

–Suspended dividends

–Reviewed operations to lower the base overhead structure

–Established a captive insurance structure to slow the impact of rising insurance costs

–Reduced capital expenditure, while prioritising renewal of fire risk equipment, and

–Sought and obtained the support of Seeka’s banking syndicate to renew facilities and obtained covenant

waivers.

The weather plays a vital role in a successful crop and over the course of the last 18 months, Seeka has

experienced it all. Winter 2022 was unseasonably warm and regions missed their normal winter chill contributing

to an indifferent budbreak, particularly in Northland and Te Kaha. A heavy frost in October 2022 impacted many

orchards right across the growing regions, with a number devastated.

In November 2022, record-breaking flooding and hail occurred in Shepparton, which impacted Seeka’s Australian

orchards, while New Zealand experienced continual rain through the Christmas period, followed by Cyclones Hale

and Gabrielle, which caused severe damage in the Hawke’s Bay and Tairāwhiti Gisborne regions. In May 2023,

there was a significant hail event in the Bay of Plenty and while some orchards only experienced light damage,

others suffered total loss.

These events lowered crop volumes and yields and decreased packhouse efficiency, slowing the machines and

reducing margins as additional grading staff were employed to remove damaged fruit. Seeka worked to provide

the best possible outcome for impacted growers and delivered them exceptional results.

With warm, moist growing conditions, 2023 harvest produced SunGold kiwifruit with below-normal dry matter.

This occurred in a year when Zespri had increased dry matter maturity thresholds as a mechanism to improve

the consumer taste experience. This convergence resulted in a significant volume of quality SunGold kiwifruit not

being packed for export and sold on the domestic market.

Despite the challenging growing conditions, Seeka’s operational performance for growers and Zespri was

excellent. Seeka delivered extremely low onshore and offshore fruit loss, and the best offshore fruit quality in the

industry. Last season's issue of fruit quality had been resolved through a focus on operational excellence, including

innovative picking technology, a tailored packing service that matched the needs of each crop, and precision

inventory management that ensured fruit was loaded out at the optimal time.

From the Chair and Chief Executive

Main contents

9SEEKA LIMITED | ANNUAL REPORT 2023
The new automated packing machine at KKP performed

well and delivered the anticipated throughput and capacity

gains. Automation upgrades at both Oakside and Seeka

Gisborne enhanced site capacity and throughput.

Seeka’s mix of automated and manual packing plant

provides the flexibility to efficiently process weather

damaged fruit. Quality lines can be quickly and efficiently

processed on Seeka’s highly-automated packing machines,

while crop from damaged orchards can be cared for with

intensive manual grading. This mix of packing technology

allows Seeka to provide a timely harvest to all supplying

growers.

To drive efficiencies, Seeka has invested in reporting

systems, utilising Power BI that tracks fruit maturity on the

orchard, prioritises the harvest programme, and monitors

fruit inventory quality from the grader to the markets. The

next wave of Seeka innovation will incorporate artificial

intelligence into Seeka’s decision making systems.

Outlook

Seeka is focused on restoring the profitability of the

Company in 2024 and reducing debt, while maintaining

the excellent operational performance achieved in 2023

for its growers and customers. Having invested in capacity

and automation, Seeka is containing capital spend to

maintenance, risk reduction, and automation with proven

financial return.

All indications point to volumes rebounding in 2024, with

orchards benefitting from far better growing conditions

during the key summer period, and kiwifruit vines holding

high levels of fruit. Having built our capacity to handle more

than 50 million trays, Seeka has the infrastructure, systems

and personnel to manage the near-term growth in kiwifruit

volumes from our supplying growers.

The Board and management would like to thank Seeka’s

people, shareholders and growers for their resilience, their

loyalty and their continued support.

Fred Hutchings Michael Franks

Chair Chief executive

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED10
Seeka Limited achieved a gross profit of $48.7 million for the year ended 31 December 2023. This was

a 29% decrease on 2022 as industry-wide low kiwifruit yields impacted revenue and the profitability of

the Group’s core business. EBITDA

1

was $26.0 million, down $20.1 million year on year.

Financial review

Orcharding regions recorded their wettest summer, which along

with Cyclones Hale and Gabrielle, regional flooding, frosts and hail,

delivered a material reduction of New Zealand kiwifruit production.

Poor growing conditions in the two seasons since 2021 have

delivered a 25% fall in total volumes. This is despite an 8% increase

in orcharding area.

Net loss after tax

Seeka’s investments in post-harvest infrastructure and automation

have been matched to the growth in kiwifruit plantings. The large

downturn in yields, however, meant facilities were underutilised, and

the core kiwifruit business unprofitable.

Seeka recorded a $14.5 million net loss after tax, down from a $6.5

million profit in 2022. This came from a $19.6 million drop in gross

profit, $3.8 million of non-cash impairments and revaluations,

and a $5.4 million increase in finance expenses reflecting higher

borrowings and interest rates.

Revenue

Total Group revenue of $300.9 million was down 14% on 2022.

New Zealand post-harvest revenue was 22% down to $182.4

million as packing and coolstorage revenues were hit by a 29% fall

in kiwifruit volumes.

While lower yields also impacted orcharding operations, revenue

increased 7% to $86.5 million, aided by a substantial lift in

tray payments for SunGold and Hayward kiwifruit from leased

orchards. SeekaFresh also reported higher revenues, with a strong

performance of the imported fruits and fresh market programmes

contributing to a 9% lift in revenues to $20.7 million. Seeka

Australia revenue of $10.4 million was down 26% on 2022,

reflecting a 41% drop in kiwifruit, nashi and pear volumes as

flooding impacted Australian orchard production.

Operating expenses and operating cash flow

Total Group expenses of $325.5 million was down 5% on 2022. This

reflects lower volumes reducing costs, offset by a steady increase in

the cost of seasonal labour and packaging materials, along with the

fixed overhead costs across 14 post-harvest facilities.

Gross profit of $48.7 million was down 29% on 2022.

236.9

251.5

309.6

348.4

300.9

Group revenue

NZD Millions

FY19FY20FY21FY22FY23

34.5

42.9

56.8

46.1

26.0

Group EBITDA


NZD Millions

FY19FY20FY21FY22FY23

6.9

15.2

14.9

6.5

(14.5)

Group net profit after tax

NZD Millions

FY19FY20FY21FY22FY23

1. EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.

Main contents

11SEEKA LIMITED | ANNUAL REPORT 2023
155

176

246

271

260

Net assets

NZD Millions

FY19FY20FY21FY22FY23

368

375

482

548549

Total assets

NZD Millions

FY19FY20FY21FY22FY23

Cost savings from captive insurance structure

New measures implemented in 2023 are forecast to deliver $3

million in annual cost savings from 2024 onwards. This includes

savings from Seeka’s new captive insurance structure. Seeka Risk

Management Limited provides the Group with direct access to the

London and Asian reinsurance markets. As a fully-owned Seeka

subsidiary, Seeka Risk Management provides the same level of

cover, however by reducing Seeka's reliance on domestic providers,

it delivers significant cost savings.

Balance sheet

Total assets remained stable at $548.8 million, with $387.7 million

invested in property, plant and equipment. Following a sustained

period of investments, Seeka has a post-harvest infrastructure

capable of handling more than 50 million trays of kiwifruit, which is

forecast to efficiently handle short-term growth from our supplying

growers.

Capital expenses were reduced to focus on plant maintenance

and risk reduction, including worker safety and the upgrading of

coolstore leak detection and fire-protection systems.

Total assets include $50.5 million of right-of-use assets, reflecting

$29.8 million of land and building, and $16.1 million of orchard

leases.

In February 2023, Seeka realised $3.3 million from the sale of excess

water shares associated with the Group’s Australian business.

Total liabilities increased $11.9 million to $288.9 million with

interest-bearing liabilities increasing to $177.6 million (up $26.6

million). At 31 December 2023, Seeka had $23.2 million of available

headroom from the syndicated banking facility. Seeka’s banking

partners waived two covenants in 2023, and have set two step-

down covenants for June 2024 and December 2024 to help re-

establish a profitable operation on higher volumes.

Net assets were down $11.0 million to $259.9 million.


Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED12
Main contents

13SEEKA LIMITED | ANNUAL REPORT 2023
Group financial performance

Key indicators

New Zealand dollars ( millions )FY23FY22Change

Total revenue

$ 300.92$ 348.39

( 14%)

EBITDA before impairments and revaluations

$ 25.99$ 46.08

( 44%)

Depreciation expense

$ 15.52$ 16.06

( 3%)

Lease depreciation expense

$ 10.46$ 9.52

10%

Impairments, revaluations and amortisation of intangibles

$ 4.12$ 1.42

190%

EBIT

( $4.12)$ 19.09

( 122%)

Interest expense

$ 12.03$ 7.20

67%

Lease interest expense

$ 4.84$ 4.29

13%

Net profit before tax

( $20.99)$ 7.59

( 376%)

Income tax charge

( $8.26)$ 1.62

( 609%)

Deferred tax expense

$ 1.74( $0.54)

426%

Net profit attributable to equity holders

( $14.47)$ 6.50

( 322%)

Basic earnings per share ( cents )

( $0.34)$0.16

( 313%)

Dividends per share paid in the financial year ( cents )

-$0.13

-

Cash flow from operating activities

$ 2.67$ 12.13

( 78%)

Total assets

$ 548.81$ 547.87

-

Property plant and equipment

$ 387.71$ 375.79

3%

Net assets

$ 259.95$ 270.94

( 4%)

Net bank debt

$ 172.38$ 147.39

17%

Values may not always sum due to rounding.

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED14
Orcharding grew 11.4 million Class 1 trays of kiwifruit compared to

17.0 million trays in 2022. The main growing regions were hit by a

record wet summer, which was compounded by regional flooding,

hail and frost.

Yields were much lower than expected. The average Hayward yield from Seeka’s

orcharding operations was a record low 6,730 trays per hectare, down 30% on

2022, and down 45% on 2021. SunGold average yield of 9,295 trays per hectare

was down 23% on 2022, and down 35% on 2021. The La Niña weather system

which has impacted the last two seasons has now ended, and Seeka is expecting

increased kiwifruit volumes in 2024.

Seeka also grew 1,900 tonnes of avocado (2022: 1,700 tonnes) and 163 tonnes of

Kiwiberry (2022: 116 tonnes), on orchards which it either owned or managed.

With the normalisation of border control, labour supply has improved and

orcharding is benefiting from the return of skilled RSE employees.

2023 orchard operations revenue of $86.5 million was up $6.0 million on 2022,

reflecting a strong increase in kiwifruit tray returns which helped offset the large

drop in yields. EBITDA of $1.0 million was down on 2022's $4.6 million, reflecting

low kiwifruit yields. EBITDA was also impacted by the large drop in avocado yields

and market returns, which impacted the profitability of Seeka's avocado operations.

Seeka continues to co-invest alongside landowners and funding agencies to

develop high-value orchards, with 97 hectares currently under development with

long-term supply commitments. Seeka has also directly invested $16 million to

develop 55 hectares of kiwifruit and 13 hectares of avocado on long-term leased

land. Fruit volumes and the profitability of Seeka's orcharding operations are

expected to increase as these orchards reach full production.

Orcharding

Led by GM Orchards, Barry Penellum

Revenue

–Leased and long term leased

orchards: costs plus profit share

–Managed orchards: costs plus

management fees

29%

of Group revenue

$

86.5m

Up 7% on

FY22 $80.5m

Assets

–Leased orchards: growing crops

–Long-term leased orchards:

developing orchards and growing

crops

15%

of Group assets

$

84.8m

In line with

FY22 $84.9m

Orchard operations span from Northland through the Coromandel, Bay of Plenty, Ōpōtiki and Te Kaha. Orchard operations

include all aspects of growing and harvesting kiwifruit, avocado and Kiwiberry on leased, long term leased, and Seeka-owned

orchards. The orcharding business provides comprehensive orchard and vine management services to owners together with

contract work on an as-required basis. The business develops orchards for landowners on contract or under long term leases

and in partnership with iwi.

FY19FY20FY21FY22FY23FY19FY20FY21FY22FY23

11.4

5.0

13.0

5.4

14.4

1 7. 0

11.4

5.2

4.6

1.0

Kiwifruit grown

Millions of Class 1 kiwifruit trays

Orchard EBITDA

NZD Millions

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15SEEKA LIMITED | ANNUAL REPORT 2023
Post-harvest

Led by GM Post-harvest, Paul Crone

Revenue

–Grading and packing service fee

per unit handled

–Coolstorage and loadout fees

Assets

–12 packing facilities with

16 graders

–Coolstores

Post-harvest operates twelve packhouse facilities along with a network of coolstores. These packhouse facilities pack, cool

and dispatch all produce from our orcharding operations and from our independent growers along with packing citrus and

persimmons on contract for external marketers.

Post-harvest packed 29.8 million Class 1 trays of kiwifruit, down

from 42.0 million trays in 2022. Hayward volumes were down 37%

and SunGold volumes down 24%, both significantly impacted by

yield reductions.

Kiwifruit inventory performance was excellent across all Seeka sites, with a focus

on "pack to load" delivering record-low coolstore losses, and high-quality, in-spec

fruit to the marketer Zespri. The New Zealand kiwifruit industry is built on providing

the markets with high-quality fruit. Seeka's supply-chain performance is essential

to grow markets and secure premium pricing for New Zealand growers.

Avocado volumes and fruit quality were impacted by the poor growing season,

and revenue from avocado export packing was significantly down. Seeka has been

working with industry partners to rationalise supply chain services and re-establish

a profitable business model for avocado growers.

Seeka also packed 11.0 million kilograms of citrus and 0.8 million kilograms of

persimmon on contract for third party marketers, both impacted by low yields.

Post-harvest revenue of $182.4 million was down 22% from last season

(2022: $233.8m) reflecting the large drop in volumes across all fruit categories.

EBITDA was $43.8 million compared to $59.0 million in 2022, with Seeka unable

to realise the efficiency gains from the highly-automated facilities due to the low

volumes.

The completion of the capacity build, including the 2022 commissioning of the

KKP and Transcool upgrades, along with automation upgrades at Seeka Gisborne

and Oakside, has Seeka well positioned to handle 2024 kiwifruit volumes, with the

network and capacity to pack more fruit using significantly less labour.

FY19FY20FY21FY22FY23FY19FY20FY21FY22FY23

32.8

41.0

31.8

41.9

39.2

42.0

29.8

61.6

59.0

43.8

Kiwifruit packed

Millions of Class 1 kiwifruit trays

Post-harvest EBITDA

NZD Millions

61%

of Group revenue

$

182.4m

Down 22% on

FY22 $233.8m

66%

of Group assets

$

360.2m

In line with

FY22 $360.4m

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED16
Turnover was up 15% to $62.8 million. This was reflected in a 9% lift in

revenue to $20.7 million, supported by higher returns from imported

produce and SeekaFresh's wholesale market. This flowed through to a

226% lift in EBITDA to $2.6 million (2022: $0.8m) with the extension

of Seeka's operations into retailing adding a valuable revenue stream.

Low volumes and high quality supported strong pricing for SeekaFresh's retailing of

kiwifruit in New Zealand and Australia. Good returns were also generated for Kiwiberry

growers.

SeekaFresh includes the production and sale of Kiwi Crush™ and avocado oil from

otherwise unmarketable fruit. Both initiatives contributed to Group earnings, returned

value to supplying growers, and further lifted the sustainability of supply chain operations.

Low avocado yields, poor fruit quality, and very weak Australian pricing impacted

the avocado programme, with a high percentage of the crop sold in an over-supplied

domestic market. While SeekaFresh executed a successful sales programme into Asia,

volumes are restricted by Asia's preference for smaller fruit and a short marketing

window. Seeka is working with industry partners to rationalise the supply chain and

marketing functions, and generate better returns for the industry.

SeekaFresh retail services

Led by GM Grower Relations, Kate Bryant

SeekaFresh retail services includes the supply, export and sale of avocado, Kiwiberry and Class 2 New Zealand kiwifruit, sale

of New Zealand kiwifruit through collaborative programmes, operation of the New Zealand wholesale marketing business

including imported tropical fruits, and the manufacture and sale of Kiwi Crush™ and avocado oil.

Revenue

–Sales commission

–Service fee for imported fruit

–Processing fees

Assets

–Auckland service facility

–Te Puke processing facility

49.2

1.7

63.9

3.068.0

54.4

62.8

2.3

0.8

2.6

SeekaFresh retail services turnover

NZD Millions

SeekaFresh retail services EBITDA

NZD Millions

7%

of Group revenue

$

20.7m

Up 9% on

FY22 $19.1m

2%

of Group assets

$

13.2m

Up 15% on

FY22 $11.5m

FY19FY20FY21FY22FY23FY19FY20FY21FY22FY23

Main contents

17SEEKA LIMITED | ANNUAL REPORT 2023
9%

of Group assets

$

51.5m

Down 6% on

FY22 $54.5m

3%

of Group revenue

$

10.4m

Down 26% on

FY22 $14.0m

Australia

Led by GM Australian Operations, Jonathan van Popering

Seeka Australia Pty Limited, a 100% Seeka-owned company, leases and operates kiwifruit orchards, and owns and operates

nashi and pear orchards along with associated post-harvest facilities in Victoria, directly marketing Seeka’s Australian produce

domestically and to export customers.

Revenue

–Fruit sales

Assets

–160 hectares of owned orchards

and crop

–114 hectares of kiwifruit on long-

term leased orchards

–Packhouse and coolstores

Seeka Australia grew and sold 3,309 tonnes of fresh fruit in 2023,

down 32% on 2022 as severe flooding and hail impacted plant

health and yields. Kiwifruit volumes fell 51%, pears were down

29%, and nashi down 2%.

While most fruit was marketed in Australia, including direct to large supermarket

retailers, Seeka also exported a limited supply of its Australian-grown fruit to Asia

at excellent prices. The demand for Australian-grown Hayward Green kiwifruit

exceeded the volume Seeka could supply.

The reduced volumes flowed through to a 26% drop in revenue to $10.4 million,

and an EBITDA of $0.7 million.

Seeka is forecasting strong growth in its Australian business, with $13 million

invested in new orchard developments, including 63 hectares of kiwifruit, new pear

varieties, and an expansion of jujube plantings.

Seeka has established strong market demand for Seeka-branded produce

in Australia, and is selectively exporting to Asia where it returns value. A

normalisation of growing conditions, along with the new plantings, are poised to

deliver significant growth.

4.2

(0.6)

4.4

7. 4

1

5.0

4.9

3.3

1.6

1.0

0.7

Seeka Australia volumes handled

Thousands of tonnes handled

Seeka Australia EBITDA

NZD Millions

FY19FY20FY21FY22FY23FY19FY20FY21FY22FY23

1. FY20 included a $6.2m gain on the sale and leaseback of 199 hectares of orchards.

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED18
Focus on sustainability

Seeka plans to become a sustainable company

by reducing our environmental footprint,

supporting the wellbeing of our communities,

and to generate value for our stakeholders.

Over the past 12 months, we have:

–Reduced our carbon footprint by 21%

2023's 21% reduction on 2022 was aided by lower

crop volumes. See our CO2e journey on page 20.

–Entered a $201m Sustainability-linked Loan

Setting targets to reduce our carbon footprint,

increase renewable energy, and improve safety.

–Trialled the retrofitting of coolstores with

environmentally-friendly refrigerants

Action plan to progressively replace coolants that

have high greenhouse gas potential.

–Installed 345 kW of solar panels at Katikati

post-harvest facility

Increasing our production of renewable energy.

–Promoted four cadets to orchard

management positions

Developing rewarding career pathways in the

horticultural industry.

–Reduced the gender pay gap

Down from 22.3% in 2022 to 21.0% in 2023, in

Seeka's first disclosure on gender pay.

–Opened the 140-bed Turanga Whetu

accommodation facility for RSE employees

Providing comprehensive pastoral care, including

free dental services for our Pacific and Asian RSEs.

By working with our communities and our

environment, Seeka is committed to making

meaningful change and achieving sustainable

outcomes.

You can read about our sustainability journey at

seeka.co.nz/sustainability, and we will publish a full

update on our ESG initiatives in June 2024.

Main contents

19SEEKA LIMITED | ANNUAL REPORT 2023

E

N

V

I

R

O

N

M

E

N

T

A

L


S

O

C

I

A

L


F

I

N

A

N

C

I

A

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LIFE ON LAND

AND IN WATER

CARBON FOOTPRINT

CLIMATE ACTION

RECYCLABLE

MATERIALS

WASTE

REDUCTION

PROSPERITY

BUILDING

INTERGENERATIONAL

ASSETS

HEALTH,

SAFETY AND

WELLBEING

GROW

CAREERS

REGIONAL

GROWTH

GROW DIVIDENDS

AND SHARE PRICE

GROWER

RETURNS

RESPONSIBLE

PRODUCTION

CLIMATE

CHANGE

RESPONSIBLE

CONSUMPTION

SUPPORT OUR

COMMUNITIES

EMPLOYER

OF CHOICE

VALUE FOR

COMMUNITIES

VALUE FOR

SHAREHOLDERS

VALUE FOR

GROWERS

ENERGY

MANAGEMENT

WATER

MANAGEMENT

Sustainability strategy

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED20
19,504

19,220

19,864

22,839

17,987

Seeka's main

category 2 emissions

Electricity

Powering Seeka's

packhouses and

coolstores

Seeka's carbon footprint

Seeka measures its greenhouse gas (GHG) emissions in accordance with ISO 14064-1:

2018 - Greenhouse gases. Toitū Envirocare has verified Seeka’s GHG emissions inventory,

providing assurance across the four emission categories since 2019.

Seeka's approach to its carbon footprint is to prevent carbon emissions, then to reduce,

and offset as a last resort. No carbon offsets were purchased between 2019 and 2023.

2023 performance

Category 1 direct emissions controlled by Seeka

Seeka experienced a number of refrigerant leaks in 2023. Seeka's programme to

upgrade the more recently acquired sites with Seeka standard leak detection systems

is nearly complete.

Category 2 indirect emissions from purchased electricity

The electricity carbon footprint was 49% down on the prior year reflecting 2023's low

fruit volumes and short packing season.

Category 3 and 4 indirect emissions from Seeka's supply chain

Indirect transport and distribution emissions were down 3% on 2022 and other indirect

emissions associated with packaging, transmission and distribution losses were down

39%, reflecting the drop in fruit yields and volumes.

Annual CO2e footprint, 2019 to 2023

Absolute carbon footprint in tonnes CO2e

Category20192020202120222023Emissions

1

4,0513,8033,9004,4655,685

Direct emissions controlled by Seeka

2

3,9733,6964,4875,7082,892

Indirect emissions from purchased electricity

3

4,0694,4523,9874,6184,487

Indirect transport emissions from Seeka's supply chain

4

7,4117,2697,4908,0484,923

Other indirect emissions from Seeka's supply chain

Total

19,50419,22019,86422,83917,987

Seeka's main

category 1 emissions

Refrigerants

Leaks from coolstore

equipment

Fossil fuels

Burnt to power

Seeka's transport

fleet

Fertilisers

Applied to Seeka

long-term leased and

owned orchards

Main contents

21SEEKA LIMITED | ANNUAL REPORT 2023
Intensity-based performance measures

Seeka is in a fast-growing industry. While it is important to report our absolute carbon

result, as an expanding business it is equally important to report our efficiency gains.

Our total emissions are benchmarked against three intensity-based measures:

–Tonnes CO2e per $1,000,000 revenue

–Tonnes CO2e per 100,000 Class 1 trays packed

–Tonnes CO2e per permanent employee

The 2022 drop in yields and a second drop in 2023 impacted the intensity measures.

Climate-related risks and opportunities

Climate change is both an opportunity and a threat to the business. A changing climate impacts the land and our people, and the

quantity and quality of the fruit Seeka handles. Seeka is working to assess climate-related risks and impacts and is formulating

strategies to ensure the business remains resilient in a changing environment.

Over the past ten years, Seeka has expanded operations to encompass all major kiwifruit growing regions in New Zealand and

to the Goulburn Valley in Australia. Seeka is growing and packing a bigger range of fruit, including kiwifruit, avocado, Kiwiberry,

nashi, pear, plum, jujube, persimmon and citrus. By growing diverse crops in different regions, Seeka is building a knowledge

base on how different soil types and climates impact plant health and fruit yields. These learnings are guiding Seeka's orchard

practices and orchard developments.

Seeka is committed to growing sustainable futures for our employees, growers, communities, and shareholders. Addressing

climate change and creating appropriate mitigation and adaption strategies are core to enabling a sustainable future.

Seeka is making its first disclosures of its climate-related

risks and opportunities, as at 31 December 2023. Seeka's

climate disclosures provide insights into potential risks and

opportunities, and how Seeka is building resilience in a changing

environment. The disclosures comply with the External

Reporting Board’s (XRB’s) Climate-related Disclosures (NZ

CS 1). Seeka’s climate-related risks are regularly reviewed and

incorporated into Seeka’s risk management register.

See Seeka's public climate disclosures at www.seeka.co.nz/climate-change

82.3

76.5

64.2

65.6

59.8

46.1

41.5

29.9

28.4

29.9

58.2

5 7. 6

50.7

54.4

60.4

Per 100,000 Class 1 trays packed

Tonnes CO2e

Per permanent employee

Tonnes CO2e

Per $1,000,000 revenue

Tonnes CO2e

201920202021202220232019202020212022202320192020202120222023

$

1m

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED22
Main contents

23SEEKA LIMITED | ANNUAL REPORT 2023
24 Statement of profit or loss

25 Statement of comprehensive income

26 Statement of financial position

27 Statement of changes in equity

28 Statement of cash flows

29 Notes to the financial statements

Financial statements

Main contents

ANNUAL REPORT 2023 | SEEKA LIMITED24
Statement of profit or loss

For the year ended 31 December 2023

The accompanying notes form an integral part of these financial statements

New Zealand dollarsNotes

2023

$000s

2022

$000s

Revenue

3

300,920 348,387

Cost of sales

4

252,194 280,078

Gross profit

48,726 68,309

Other income

3

3,270 755

Share of profit of associates

24

282 1,154

Other costs

4

26,290 24,139

Earnings (EBITDA)

1

25,988 46,079

Depreciation expense

10

15,520 16,055

Lease depreciation expense

13

10,462 9,516

Impairments

4

3,465 1,016

Loss on revaluation of property, plant and equipment

10

294 -

Amortisation of intangible assets

11

365 406

(Loss) / earnings (EBIT)

2

( 4,118) 19,086

Interest expense

12,028 7,204

Lease interest expense

13

4,842 4,289

Net (loss) / profit before tax

( 20,988) 7,593

Income tax (benefit) / charge

( 8,264) 1,624

Deferred tax charge / (benefit)

1,742 ( 535)

Total tax (benefit) / charge

6

( 6,522) 1,089

Net (loss) / profit attributable to equity holders

( 14,466) 6,504

Earnings per share for profit attributable to the ordinary

equity holders of the company during the year

Basic (loss) / earnings per share

20

( $ 0.34)$ 0.16

Diluted (loss) / earnings per share

20

( $ 0.34)$ 0.16

1. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations, see note 1.

2. EBIT, a non-GAAP measure, is earnings before interest and tax, see note 1.

Financial contents

Main contents

25SEEKA LIMITED | ANNUAL REPORT 2023
Statement of comprehensive income

For the year ended 31 December 2023

New Zealand dollarsNotes

2023

$000s

2022

$000s

Net (loss) / profit for the year

( 14,466) 6,504

Items that will not be reclassified to profit or loss, net of tax

Gain on revaluation of land and buildings

10

7,466 9,736

(Loss) / gain on revaluation of water shares

11

( 2,756) 162

Total items that will not be reclassified to profit or loss

4,710 9,898

Items that may be reclassified subsequently to profit or loss, net of tax

Movement in cash flow hedge reserve

21

( 1,576) 2,864

Movement in foreign currency translation reserve

21

3 47

Movement in foreign currency revaluation reserve

21

216 ( 92)

Total items that may be reclassified subsequently to profit or loss

( 1,357) 2,819

Total net (loss) / profit for the year attributable to equity holders

( 11,113) 19,221

The accompanying notes form an integral part of these financial statements

Main contents

Financial contents

ANNUAL REPORT 2023 | SEEKA LIMITED26
Statement of financial position

As at 31 December 2023

New Zealand dollarsNotes

2023

$000s

2022

$000s

Equity

Share capital

18

162,865 162,746

Reserves

21

58,790 55,437

Retained earnings

21

38,294 52,760

Total equity

259,949 270,943

Current assets

Cash and cash equivalents

5,207 3,554

Trade and other receivables

14

32,604 33,147

Biological assets - crop

12

21,766 18,408

Inventories

15

10,640 11,900

Irrigation water rights

231 127

Assets classified as held for sale

9

3,205 6,293

Tax assets

6

369-

Total current assets

74,022 73,429

Non current assets

Trade and other receivables

14

3,367 5,099

Property, plant and equipment

10

387,710 375,788

Intangible assets

11

24,239 26,934

Right-of-use lease assets

13

50,507 55,805

Investment in associates and joint arrangements

24

4,639 5,952

Derivative financial instruments

30

1,249 3,438

Investment in financial assets

23

1,261 1,424

Deferred tax assets

7

1,817-

Total non current assets

474,789 474,440

Total assets

548,811 547,869

Current liabilities

Tax liabilities

6

- 337

Trade and other payables

16

25,278 32,778

Lease liabilities

13

9,941 9,631

Interest bearing liabilities

17

49,291 22,870

Total current liabilities

84,510 65,616

Non current liabilities

Interest bearing liabilities

17

128,292 128,072

Lease liabilities

13

54,821 60,434

Deferred tax liabilities

7

21,239 22,804

Total non current liabilities

204,352 211,310

Total liabilities

288,862 276,926

Net assets

259,949 270,943

The accompanying notes form an integral part of these financial statements

On behalf of the Board.

F Hutchings A Waugh

Chairman Director Dated: 28 February 2024

Financial contents

Main contents

27SEEKA LIMITED | ANNUAL REPORT 2023
Statement of changes in equity

For the year ended 31 December 2023

New Zealand dollarsNotes

Share

capital

$000s

Cash

flow hedge

reserve

$000s

Foreign

currency

revaluation

reserve

$000s

Foreign

currency

translation

reserve

$000s

Share

reserve

$000s

Water

share

revaluation

reserve

$000s

Land and

buildings

revaluation

reserve

$000s

Retained

earnings

$000s

Total

$000s

2023

Equity at 1 January 2023

162,746 2,476 ( 2) ( 161) - 2,756 50,368 52,760 270,943

Net (loss)

- - - - - - - ( 14,466) ( 14,466)

Foreign exchange movement

- - 216 3 - - - - 219

Other comprehensive (loss) / income

- ( 1,576) - - - ( 2,756) 7,466 - 3,134

Total comprehensive (loss) / income

- ( 1,576) 216 3 - ( 2,756) 7,466 ( 14,466) ( 11,113)

Transactions with owners

Employee share scheme receipts

18

119 - - - - - - - 119

Total transactions with owners

119 - - - - - - - 119

Equity at 31 December 2023

162,865 900 214 ( 158) - - 57,834 38,294 259,949

2022

Equity at 1 January 2022

151,681 ( 388) 90 ( 208) 526 2,594 40,632 51,564 246,491

Net profit

- - - - - - - 6,504 6,504

Foreign exchange movement

- - ( 92) 47 - - - - ( 45)

Other comprehensive income

- 2,864 - - - 162 9,736 - 12,762

Total comprehensive income / (loss)

- 2,864 ( 92) 47 - 162 9,736 6,504 19,221

Transactions with owners

Shares issued

18

9,297 - - - - - - - 9,297

Employee share scheme receipts

18

794 - - - - - - - 794

Grower share scheme receipts

18

401 - - - - - - - 401

Movement in employee share

entitlement reserve

21

461 - - - ( 423) - - - 38

Movement in grower share

entitlement reserve

21

112 - - - ( 103) - - - 9

Dividends declared and paid

22

- - - - - - - ( 5,308) ( 5,308)

Total transactions with owners

11,065 - - - ( 526) - - ( 5,308) 5,231

Equity at 31 December 2022

162,746 2,476 ( 2) ( 161) - 2,756 50,368 52,760 270,943

The accompanying notes form an integral part of these financial statements

Main contents

Financial contents

ANNUAL REPORT 2023 | SEEKA LIMITED28
Statement of cash flows

For the year ended 31 December 2023

New Zealand dollarsNotes

2023

$000s

2022

$000s

Operating activities

Cash was provided from:

Receipts from customers

304,715 346,084

Interest and dividends received

44 95

Insurance proceeds

1,002 -

Cash was disbursed to:

Payments to suppliers and employees

( 287,264) ( 313,426)

Interest paid

( 12,847) ( 7,204)

Lease interest paid

( 4,842) ( 4,289)

Income taxes refunded / (paid)

1,863 ( 9,132)

Net cash inflows from operating activities

5

2,671 12,128

Investing activities

Cash was provided from:

Sale of property, plant and equipment

10

460 596

Cash acquired in acquisition of business

19

- 33

Distributions and share buy backs from investments

475 518

Sale of investment in financial assets

23

- 253

Proceeds from sale of assets classified as held for sale

9

5,266 527

Repayment of grower or grower entity advances

22,462 34,272

Cash was applied to:

Purchase of property, plant, equipment and intangibles

( 16,574) ( 29,681)

Development of bearer plants

( 6,162) ( 4,183)

Acquisition of business

19

- ( 8,853)

Acquisition of associate

24

( 100) ( 1,358)

Advances to growers or grower entities

( 22,462) ( 34,022)

Net cash outflows from investing activities

( 16,635) ( 41,898)

Financing activities

Cash was provided from:

Proceeds of non-current bank borrowings

17

38,000 50,000

Proceeds of current bank borrowings

17

119,919 64,753

Proceeds from employee and grower loyalty share schemes

18

119 1,195

Cash was applied to:

Principal lease payments

13

( 10,814) ( 9,231)

Repayment of non-current bank borrowings

17

( 38,000) ( 34,175)

Repayment of current bank borrowings

17

( 93,445) ( 47,216)

Payment of dividend to and behalf of shareholders

22

- ( 4,374)

Net cash inflows from financing activities

15,779 20,952

Net increase / (decrease) in cash and cash equivalents

1,815 ( 8,818)

Effect of foreign exchange rates

( 162) 11

Opening cash and cash equivalents

3,554 12,361

Closing cash and cash equivalents

5,207 3,554

The accompanying notes form an integral part of these financial statements

Financial contents

Main contents

29SEEKA LIMITED | ANNUAL REPORT 2023
Notes to the financial statements

For the year ended 31 December 2023

This section contains the notes to the consolidated financial statements (financial statements) for Seeka Limited, its

subsidiaries and associates. To give stakeholders a clear insight into how Seeka organises its business, the note disclosures are

grouped into seven sections.

NoteDetailsPage

Basis of preparation 30

Accounting policies that apply to Seeka's full set of financial statements

Performance 32

Where Seeka generates its revenues and their associated operating costs

1. Segment information 32

2. Turnover 34

3. Revenue and other income 34

4. Cost of sales and operating expenses 36

5. Reconciliation of net operating surplus after taxation with cash flows from operating activities 37

6. Income tax expense 38

7. Deferred tax 39

8. Events occurring after balance date 39

Assets 40

How Seeka allocates resources across its operations

9. Assets classified as held for sale 40

10. Property, plant and equipment 41

11. Intangible assets 43

12. Biological assets - crop 46

13. Right-of-use lease assets and lease liabilities 47

Working capital 49

How Seeka manages its operating cash flow

14. Trade and other receivables 49

15. Inventories 49

16. Trade and other payables 50

Funding 51

How Seeka organises its capital structure

17. Interest bearing liabilities 51

18. Share capital 52

19. Business combination 53

20. Earnings and net tangible assets per share 54

21. Retained earnings and reserves 54

22. Dividends 56

Investments 57

How Seeka manages its investments in shares, subsidiaries, associates and joint arrangements

23. Investment in financial assets 57

24. Investment in associates and joint arrangements 57

Other notes 60

All other note disclosures

25. Contingencies 60

26. Commitments 60

27. Related party transactions 60

28. Risk management 62

29. Determination of fair values of financial and non-financial assets and liabilities 65

30. Derivative financial instruments 67

31. Financial instruments summary 68

Main contents

Financial contents

ANNUAL REPORT 2023 | SEEKA LIMITED30
Reporting entity and statutory base

The financial statements presented are those of the consolidated

Seeka group. Seeka Limited is referred to as Seeka Limited or the

Company. The group, which is the Company and all subsidiaries

controlled by Seeka Limited, is referred to as the Group, Seeka, or

Seeka Group.

Seeka Limited is a profit-orientated company registered in New

Zealand under the Companies Act 1993 and a Financial Markets

Conduct Reporting Entity for the purposes of the Financial Markets

Conduct Act 2013. Seeka Limited is listed and its ordinary shares are

quoted on the NZX main board equity security market (NZX Main

Board).

Nature of operations

Seeka is a produce business operating in New Zealand and Australia.

In New Zealand the Group provides orchard management, orchard

leasing, post-harvest and retail services to New Zealand’s kiwifruit,

avocado, citrus, persimmon, and Kiwiberry industries. Seeka

manufactures and sells the Kiwi Crush™ and Kiwi Crushies product

range along with avocado oil. The Group also provides retail and

ripening services for imported tropical produce, and operates a

wholesale market.

In Australia, Seeka owns, leases and operates orchards and associated

post-harvest assets, making the Group one of the largest producers

and suppliers of Australian kiwifruit and nashi pears, a major supplier

of European pears, plus other fruits, including plums and jujube dates.

Summary of material accounting policies

The accounting policies have been applied consistently throughout the

periods presented in the financial statements.

Statement of compliance and basis of preparation

The financial statements for the Group have been prepared in

accordance with the requirements of Part 7 of the Financial Markets

Conduct Act 2013. The financial statements have been prepared

in accordance with New Zealand Generally Accepted Accounting

Principles (GAAP), incorporating New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and other

applicable financial reporting standards as appropriate for profit-

oriented entities. The Group financial statements also comply with

International Financial Reporting Standards (IFRS).

The financial statements are prepared on a historical cost basis, with

the exception of:

–Assets classified as held for sale at fair value (note 9)

–Land and buildings at fair value (note 10)

–Biological assets - crop at fair value (note 12)

–Right-of-use lease assets and lease liabilities at present value of

expected cash payments (note 13)

–Investment in financial assets held at fair value (note 23)

–Financial assets and liabilities (including derivative instruments) at

fair value through comprehensive income (note 30 and note 31)

The material accounting policies applied in the preparation of the

financial statements are set out below and those that are considered

material to an understanding of the financial statements are provided

throughout the notes in grey shading.

The financial statements were approved by the Board of Directors (the

Board) on 28 February 2024.

Basis of consolidation

Subsidiaries

Subsidiaries are fully consolidated from the date of acquisition, being

the date on which the Group obtains control, and continue to be

consolidated until the date when such control ceases. The financial

statements of the subsidiaries are prepared for the same reporting

period as the Company, using consistent accounting policies.

The acquisition method of accounting is used to account for the

acquisition of subsidiaries by the Group. The cost of an acquisition is

measured as the fair value of the assets exchanged, equity instruments

issued and liabilities incurred or assumed at the date the acquisition is

settled. Direct acquisition costs are expensed as incurred.

Intercompany transactions, balances and unrealised gains on

transactions between companies are eliminated. Unrealised losses

are also eliminated unless the transaction provides evidence

of the impairment of the asset transferred. Accounting policies

of subsidiaries have been changed where necessary to ensure

consistency with the policies adopted by the Group.

Foreign currency transactions

Foreign currency transactions are translated into the functional

currency (NZD) using the exchange rates prevailing during the month

of that transaction. Foreign exchange gains and losses resulting from

the settlement of such transactions are recognised in the statement of

profit or loss. The presentational currency is the New Zealand dollar

(NZD).

Foreign operations

The results and financial position of all the Group entities (none of

which has the currency of a hyper-inflationary economy) that have

a functional currency different from the presentation currency are

translated into the presentation currency as follows:

–Assets and liabilities for each entity's balance sheet within the

Group are translated at the closing rate at the date of that balance

sheet;

–Income and expenses for each entity's income statement

and statement of comprehensive income, are translated at

average exchange rates (unless this average is not a reasonable

approximation of the cumulative effect of the rates prevailing on

the transaction dates, in which case income and expenses are

translated at the rate on the dates of the transactions); and

–All resulting exchange differences are recognised in other

comprehensive income.

Basis of preparation

This section sets out the Group’s accounting policies that apply to the full set of financial statements. Accounting policies

which are limited to a specific note are described in that note.

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31SEEKA LIMITED | ANNUAL REPORT 2023
Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning future

operational and financial performance. By definition, these

assumptions may not always equal actual results. The estimates

and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities are

identified in the notes below. Estimates and judgements are

continually evaluated and are based on historical experience as

adjusted for current market conditions and other factors, including

expectations of future events that are believed to be reasonable under

the circumstances. Assumptions underlying management’s estimates

can be found in the following notes to the financial statements.

NoteArea of estimation or judgement

10.Property, plant and

equipment

Valuation and impairment

assessment

11.Intangible assetsImpairment assessment and CGU

allocation

Going concern assumption

The financial statements have been prepared on a going concern basis.

The Directors have carefully considered the ability of the Group to

operate as a going concern for at least the next 12 months from the

date of signing these financial statements.

The Directors have considered the economic environment, the

forward outlook for the kiwifruit industry, the forecast covenant

compliance, and have made due enquiry into the appropriateness of

the assumptions underlying the budgeting forecasts. The Directors

have considered the working capital position of the Group and noted

that the cash and cash equivalent balance of $5.2m and undrawn term

facilities of $20.0m provide sufficient headroom, alongside expected

future cash flows and an additional $20.0m credit line available

between February 2024 and July 2024, to support the business for

at least the next 12 months past the signing date of these financial

statements.

The Directors have concluded that the Group will continue to operate

as a going concern and the financial statements are prepared on that

basis.

Climate impact

The longer-term impacts of climate change are being analysed

and Seeka is mitigating these risks through regional diversification,

innovative growing techniques, and research and development. Climate

change brings both opportunities and risks for the business, which are

detailed in the sustainability section of this report.

Goods and services tax (GST)

The statement of profit or loss and statement of comprehensive

income have been prepared so that all components are stated

exclusive 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.

Impact of standards issued but not yet applied by the

entity

There are no new standards, amendments or interpretations that have

been issued and are effective that are expected to have a significant

impact on the Group.

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ANNUAL REPORT 2023 | SEEKA LIMITED32
Performance

1. Segment information

The Group’s operating segments engage in business activities that

earn revenues, incur expenses and are reported in a manner consistent

with the internal reports provided to the chief decision makers, being

the Directors, who regularly evaluate the allocation of resources

alongside operational outcomes, such as EBITDA and EBIT, and are

responsible for setting strategic direction.

The Group has five operating segments:

–Four New Zealand segments express the range of complementary

services delivered to New Zealand’s produce industries and the

retail sector.

–A single Australian operating segment covers the integrated supply

chain service for the Group’s Australian-grown fruit.

Direct segment revenues and operating costs are allocated to each

segment. Administration costs, overheads, grower service costs

and other income from the sale of assets recorded in the statement

of profit or loss are allocated to all other segments. Transactions

between segments are conducted at arm’s length and are eliminated

on consolidation.

New Zealand segments

Orchard operations

The Group provides on-orchard management services to orchard

owners who produce kiwifruit, avocado, citrus and Kiwiberry crops.

The Group produces kiwifruit, avocado, citrus and Kiwiberry from:

–Short term leased orchards (typically three-year rolling contracts)

whereby the Group recovers costs and shares any profits with the

orchard owners.

–Long term leased land which the Group has developed into

productive orchards, pays all development and production costs,

owns all crops for the term of the lease, and shares profit with the

landowner after all costs are recovered from crop proceeds.

–Owned orchards whereby the Group incurs growing and harvest

costs and receives all orchard income from crop sales.

Post-harvest operations

The Group provides post-harvest services to the kiwifruit, avocado,

citrus, persimmon and Kiwiberry industries. This includes all crops

from the Group’s orchard management and lease operations, plus

crops from independent orchard owners.

Retail service operations

The Group provides fruit marketing services in New Zealand and

internationally, particularly in the Australian and Asian markets. This

includes fruit from the Group’s New Zealand based orchard and post-

harvest operations. In New Zealand the Group also provides retail and

ripening services for imported fruit, and operates a wholesale market.

Retail service operations include the production and selling of Kiwi

Crush™, Kiwi Crushies and avocado oil to the retail sector and

hospitals, along with post-harvest services for Kiwiberry.

All other segments - New Zealand

This represents the Group’s aggregated administration, grower

services and overhead sections recorded in the statement of profit or

loss, and impairment and revaluations of other assets not attributed

directly to any other segment. It also includes the gain on sale from

assets that had been classified as held for sale, and are not attributed

directly to any other segment.

Australian operations

The Group grows, provides post-harvest services, and retails all

produce from orchards the Group owns or leases in Australia. The

main products are kiwifruit, nashi pears, European pears, jujubes and

plums which are primarily sold in Australia.

This section focuses on the Group’s financial performance and details the contributions made from the individual operating segments.

EBITDA and EBIT

EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of profitability and

reflects operating cash flow generation.

EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.

Non-GAAP financial information does not have a standard meaning prescribed by GAAP and therefore may not be comparable to similar financial

information presented by other entities. The Board considers EBITDA and EBIT as useful measures of financial performance for both investors

and management as they are indicators of the Group's operating profitability that remove the impact of tax and the interest expenses associated

with debt and leases (EBIT), along with depreciation, amortisation, impairment and revaluation expenses associated with the Group's large

investments in fixed and leased assets (EBITDA).

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33SEEKA LIMITED | ANNUAL REPORT 2023
The following table details the operating segments at balance date.

New ZealandAustraliaGroup

New Zealand dollars

Orchard

operations


$000s

Post-harvest

operations

$000s

Retail service

operations

$000s

All other

segments

$000s

Australian

operations

$000s

Total

$000s

2023

Income statement

Turnover

1

86,504 182,386 62,841 931 10,356 343,018

Gross segment revenue

86,798 185,018 20,743 931 10,356 303,846

Eliminations

( 293) ( 2,633) - - - ( 2,926)

Total segment revenue

86,505 182,385 20,743931 10,356 300,920

EBITDA

2

954 43,758 2,585 ( 21,980) 671 25,988

Depreciation expense

4

( 962) ( 11,635) ( 304) ( 1,531) ( 1,088) ( 15,520)

Lease depreciation expense

5

( 1,599) ( 6,647) ( 667) ( 686) ( 863) ( 10,462)

Impairments

- ( 118) ( 90) ( 1,413) ( 1,844) ( 3,465)

Loss on revaluation of property, plant & equipment

- ( 294) - - - ( 294)

Amortisation of intangible assets

- - - ( 365) - ( 365)

EBIT

3

( 1,607) 25,064 1,524( 25,975) ( 3,124) ( 4,118)

Lease interest expense

5

( 696) ( 2,126) ( 303) ( 858) ( 859) ( 4,842)

EBIT

3

(after lease interest expense)

( 2,303) 22,938 1,221 ( 26,833) ( 3,983) ( 8,960)

Interest expense

6

( 10,642) ( 1,386) ( 12,028)

Tax charge on profit

4,575 1,947 6,522

Profit / (loss) after tax

( 2,303) 22,938 1,221 ( 32,900) ( 3,422) ( 14,466)

Balance sheet

Segment assets

84,799 360,184 13,189 39,121 51,518 548,811

Total assets

84,799 360,18413,189 39,121 51,518 548,811

Segment liabilities

42,746 160,769 12,735 31,281 41,331 288,862

Total liabilities

42,746 160,769 12,735 31,281 41,331 288,862

2022

Income statement

Turnover

1

80,526 233,755 54,418 1,054 13,979 383,732

Gross segment revenue

80,589 237,297 19,072 1,054 13,979 351,991

Eliminations

( 63) ( 3,541) - - - ( 3,604)

Total segment revenue

80,526 233,756 19,072 1,054 13,979 348,387

EBITDA

2

4,556 58,979 794 ( 19,231) 981 46,079

Depreciation expense

4

( 1,001) ( 12,020) ( 337) ( 1,622) ( 1,075) ( 16,055)

Lease depreciation expense

5

( 1,311) ( 5,636) ( 616) ( 1,118) ( 835) ( 9,516)

Impairments

- ( 144) ( 681) - ( 191) ( 1,016)

Amortisation of intangible assets

- - - ( 406) - ( 406)

EBIT

3

2,244 41,179 ( 840) ( 22,377) ( 1,120) 19,086

Lease interest expense

5

( 422) ( 2,217) ( 307) ( 412) ( 931) ( 4,289)

EBIT

3

(after lease interest expense)

1,822 38,962 ( 1,147) ( 22,789) ( 2,051) 14,797

Interest expense

6

( 6,000) ( 1,204) ( 7,204)

Tax charge on profit

( 2,067) 978 ( 1,089)

Profit / (loss) after tax

1,822 38,962 ( 1,147) ( 30,856) ( 2,277) 6,504

Balance sheet

Segment assets

84,881 360,366 11,482 36,613 54,527 547,869

Total assets

84,881 360,366 11,482 36,613 54,527 547,869

Segment liabilities

44,642 145,053 12,394 40,066 34,771 276,926

Total liabilities

44,642 145,053 12,394 40,066 34,771 276,926

1. Turnover is a non-GAAP measure, see calculations in note 2.

2. EBITDA, a non-GAAP measure, is earnings before interest, tax,

depreciation, amortisation, impairments and revaluations.

3. EBIT, a non-GAAP measure, is earnings before interest and tax.

4. Depreciation includes the depreciation of fixed assets.

5. Lease interest and lease depreciation are as a result of NZ IFRS 16

Leases, see note 13.

6. Interest includes finance costs for borrowings.

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ANNUAL REPORT 2023 | SEEKA LIMITED34
The following table reconciles segment EBITDA before and after applying NZ IFRS 16.

New ZealandAustraliaGroup

New Zealand dollars

Orchard

operations


$000s

Post-harvest

operations

$000s

Retail service

operations

$000s

All other

segments

$000s

Australian

operations

$000s

Total

$000s

2023 - EBITDA

EBITDA pre NZ IFRS 16

( 1,365) 35,279 1,562 ( 23,721) ( 1,423) 10,332

NZ IFRS 16 lease costs

2,319 8,479 1,023 1,741 2,094 15,656

EBITDA after applying NZ IFRS 16

954 43,758 2,585 ( 21,980) 671 25,988

2022 - EBITDA

EBITDA pre NZ IFRS 16

1,376 52,836 ( 51) ( 20,535) ( 1,067) 32,559

NZ IFRS 16 lease costs

3,180 6,143 845 1,304 2,048 13,520

EBITDA after applying NZ IFRS 16

4,556 58,979 794 ( 19,231) 981 46,079

2. Turnover

The following table reconciles turnover to revenue.

New Zealand dollars

2023

$000s

2022

$000s

Turnover

343,018 383,732

Value of sales made as agent

( 42,098) ( 35,345)

Revenue

300,920 348,387

Turnover

The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods and

services provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of growers and suppliers

where the Group acts as the agent, and is considered the supplier by the purchasing party. This includes all produce sales both local and export.

3. Revenue and other income

New Zealand dollarsNotes

2023

$000s

2022

$000s

Total revenue

300,920 348,387

Other income

Interest

24 16

Gain on sale of assets classified as held for sale

9

1,833 364

Dividends received

1 79

Increase in fair value of irrigation water rights

144 -

Insurance Income

1,090 -

Other income

178 296

Total other income

3,270 755

Total revenue and other income

304,190 349,142

During the year the Group recognised no costs relating to the measurement of the grower share scheme issued based on the Black Scholes Model

(Dec 2022 - $0.01m).

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35SEEKA LIMITED | ANNUAL REPORT 2023
Accounting policies

The Group’s major revenue streams are post-harvest operations,

orchard management, retail services and Australian operations in

accordance with NZ IFRS 15: Revenue from contracts with customers (NZ

IFRS 15).

Post-harvest

The Group enters into two standardised post-harvest contracts:

–The first has two performance obligations; to collect the supply

of fruit via picking and transportation, and maturity testing. The

charges are separated in the contract. All revenue is recognised

when the service is performed.

–The second has three performance obligations; to pack fruit, to cool

and dispatch fruit, and to sell Class 2 fruit to authorised markets.

These are stand-alone services provided by the Group. Each

performance obligation has a separate transaction price detailed in

the contract and the obligations are recognised when services are

performed; packing revenue as fruit is packed, cooling revenue as

fruit is loaded out from cool storage, and Class 2 as fruit is sold and

delivered.

Orchard management

The Group enters into two orchard management contracts that are

largely standardised:

–The first has one performance obligation; to manage fruit growing.

Revenue is recognised as the service is performed and calculated at

cost plus a margin per the contract or at a fixed per-hectare charge.

The management fee included in the contract is recognised evenly

over the contract's 12 month period.

–The second has one performance obligation; to collect the supply

of fruit on short term or long term leased orchards. The transaction

price is determined using a forecasted OGR. Revenue is recognised

when crops are picked (in the June interim accounts for kiwifruit).

Retail services

The Group enters into three retail service contracts which are

customised to the service being offered:

–The first has one performance obligation; to sell fruit on the owner’s

behalf. As the sales agent, the Group only collects a marketer’s

commission which is recognised when the fruit is sold and delivered.

–The second has one performance obligation; to either store or ripen

fruit. Revenue is recognised as the fruit is stored or ripened.

–The third has one performance obligation; to provide ordered

product. The transaction price is based on the agreed price with

revenue recognised when the fruit is sold and delivered.

Australia

The Group has one type of contract that is entered by the Australian

business; for the sale and supply of fruit.

–The fruit sale and supply contracts are entered on a one-to-one

basis with the fruit purchaser and are largely standardised. They

have one performance obligation; to provide the fruit to the

customer. The transaction price is based on the agreed price and

recognised when the fruit is sold and delivered.


Principal versus agent relationship

A principal relationship is one where the Group has the performance

obligation to provide the good or service directly and has control of the

asset or has a right to direct the asset. An agency relationship is one

where the performance obligation is to arrange for the good or service

on behalf of the supplier. The Group currently has agent relationships

for the sale of some fruit and vegetables in the retail services segment.

Impact of seasonality

Group revenues are generated from seasonal horticultural operations,

with post-harvest revenues recognised as services are provided and

orcharding revenues recognised once the fruit is harvested. Retail

revenues are generated at the point of sale. In New Zealand kiwifruit

are harvested from March to June, avocados from July to February, and

Kiwiberry from February to March. In Australia nashi and European

pears are harvested January to March, and kiwifruit from March to

May. As a result of these harvest timings around 45~70% of orchard

revenues are recognised in the first six months of the financial year.

Due to seasonal fluctuations, the timing of the provision of post-

harvest services can vary from year to year, however normally 70~85%

is recognised in the first six months of the financial year, but can be

impacted by seasonal fluctuations.

Irrigation water rights

Water allocation rights are carried at fair value supported by the

value of the traded rights on a recognised exchange or market at

measurement date. Annual water allocation rights are recognised as

a current asset when they are allocated to the Group's permanent

water shares from the first of July each year by the Victorian Water

Register, and are subsequently expensed when the entitlement is

used to irrigate orchards. Any gain on revaluation is recognised in the

statement of profit or loss.

Interest income

Interest income is recognised on a time-proportion basis using the

effective interest method.

Dividend income

Dividend income is recognised when the right to receive payment is

established.

Gain on sale of assets classified as held for sale

The gain on sale of assets classified as held for sale is recognised when

a sale and purchase agreement is unconditional and the consideration

is paid or payable at that date.

Insurance income

Insurance income is recognised when the right to receive payment is

established.

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ANNUAL REPORT 2023 | SEEKA LIMITED36
4. Cost of sales and operating expenses

New Zealand dollarsNotes

2023

$000s

2022

$000s

Operating materials and services

183,168 192,855

Direct employee benefits

72,384 87,188

Decrease in fair value of biological assets - crop

12

( 3,358) 35

Total cost of sales

252,194 280,078

Total other employee benefits

13,514 12,476

General administrative expenses

10,007 8,587

Audit fees paid to principal auditors - paid on a Group basis

421 529

Audit fees paid to previous auditor - paid on a Group basis

96-

Tax compliance and consulting fees paid to principal auditors

- 12

Tax pooling services paid to principal auditors

- 12

Debt covenant compliance agreed upon procedures paid to principal auditors

5 7

Acquisition and restructuring costs

534 419

Directors' fees and expenses

605 624

Short term lease expenses

1,108 1,376

Decrease in fair value of irrigation water rights

- 97

Total other costs

26,290 24,139

Depreciation expense

10

15,520 16,055

Lease depreciation expense

13

10,462 9,516

Amortisation of intangible assets

11

365 406

Impairments and revaluations

Loss on revaluation of property, plant and equipment

10

294-

Impairment of property, plant and equipment

10

1,476 144

Impairment of biological assets

12

486 191

Impairment of associates

24

1,413 -

Impairment of intangible assets

11

- 681

Impairment of onerous right of use lease asset

13

90 -

Total impairment and revaluation

3,759 1,016

Interest expense

12,028 7,204

Lease interest expense

13

4,842 4,289

Total expenses

325,460 342,703

During the year the Group recognised no costs relating to the measurement of the employee share schemes issued based on the Black Scholes

Model (Dec 2022 - $0.04m).

Accounting policies

Operating expenses are recognised in the statement of profit or loss as incurred, except where future economic benefits arise and they are

recorded as a prepayment.

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date, are

recognised in other payables. The employee liabilities are measured at the amounts expected to be paid when settled. Liabilities for non-accumulating

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

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37SEEKA LIMITED | ANNUAL REPORT 2023
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities

New Zealand dollars

2023

$000s

2022

$000s

Net operating (loss) / surplus after taxation

( 14,466) 6,504

Add / (less) non cash items:

Depreciation

15,520 16,055

Lease depreciation

10,462 9,516

Impairments

3,4651,016

Loss on revaluation of property, plant and equipment

294 -

Revaluation of employee share scheme

- 38

Revaluation of grower share scheme

- 9

Movement in deferred tax

( 3,382) 4,431

Movement in fair value of biological assets - crop

( 3,358) 35

Amortisation of intangible assets

365 406

23,366 31,506

Add / (less) items not classified as an operating activity:

Gain on sale of property, plant and equipment

( 16) ( 138)

Gain on sale of assets classified as held for sale

( 1,833) ( 364)

(Decrease) / increase in current water allocation account

( 170) 133

( 2,019) ( 369)

(Increase) / decrease in working capital:

(Decrease) in accounts payable

( 3,261) ( 3,730)

(Increase) in accounts receivable/prepayments

( 887) ( 6,725)

Decrease / (increase) in inventory

1,260 ( 2,593)

(Decrease) in taxes due

( 1,322 )( 12,465)

( 4,210) ( 25,513)

Net cash flow from operating activities

2,671 12,128

Accounting policies

The statement of cash flows is prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.

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ANNUAL REPORT 2023 | SEEKA LIMITED38
6. Income tax expense

New Zealand dollarsNotes

2023

$000s

2022

$000s

a. Current tax expense

Current year

( 5,204) 1,410

Prior period adjustment

( 3,060) 214

Total current tax (benefit) / charge

( 8,264) 1,624

Deferred tax expense

Origination and reversal of temporary differences

( 199) 598

Prior period adjustment

1,941( 1,133)

Total deferred tax charge / (benefit)

1,742( 535)

Total income tax (benefit) / charge

( 6,522) 1,089

b. Numerical reconciliation of income tax expense to prima facie tax payable

(Loss) / profit before income tax expense

( 20,988) 7,593

Tax at the New Zealand tax rate of 28%

( 5,876) 2,126

Tax at the Australian tax rate of 30%

( 132)( 60)

Tax effect of amounts which are not deductible (taxable) in calculating taxable income

365 63

(Over) provision in prior years - temporary differences

( 1,119)( 919)

Benefit of tax credits

( 181)( 121)

Tax paid in respect of acquisitions pre-Group liabilities

647-

Other

( 226)-

Income tax (benefit) / charge

( 6,522) 1,089

c. Imputation credit account

Imputation credits available for use in subsequent reporting periods

30,240 27,742

The above amounts represent the balance of the imputation account as at the end of the reporting

period, adjusted for:

a. Imputation credits that will arise from the payment of the amount of the provision for income tax

b. Imputation debits that will arise from the payment of dividends recognised as a liability at the

reporting date; and

c. Imputation credits that will arise from the receipts of dividends recognised as receivables at the

reporting date.

d. Current tax asset / (liability)

Opening balance of current tax (liability) / asset

( 337)( 7,463)

Current tax liability acquired via acquisition

19

-( 653)

Adjustments for prior periods

3,060( 214)

Current year tax

5,204( 1,410)

Less tax (refund) / paid

( 1,751) 9,362

Transfer tax losses to deferred tax

( 5,763)-

Exchange differences

( 44) 41

Current tax asset / (liability)

369( 337)

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39SEEKA LIMITED | ANNUAL REPORT 2023
Accounting policies

Income tax expense comprises both current and deferred tax and is recognised in the statement of profit or loss.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date,

and any adjustment to the tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the tax losses of assets and liabilities

and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability

in a transaction other than a business combination and that affects neither accounting or taxable profit. Differences relating to investments in

subsidiaries and jointly controlled entities are not recognised to the extent that they probably will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that

have been enacted or substantively enacted at balance date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary

differences can be utilised.

7. Deferred tax

Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax liabilities and

when the deferred income taxes relate to the same fiscal authority.

The following table details the offset amounts.

New Zealand dollarsNotes

2023

$000s

2022

$000s

Net deferred tax liabilities:

Opening balance

22,804 18,373

Deferred tax liability acquired via acquisition

19

- 226

Adjustments for prior periods

1,941( 1,133)

Exchange differences

22( 26)

(Received) / charged to the statement of profit or loss

( 199) 598

Charged to revaluation reserve

2,416 3,653

(Credited) / debited to hedge reserve

( 613) 1,113

(Benefit) of tax losses recognised

( 5,763)-

Remeasurement of water shares

( 1,186)-

Closing balance at end of year

19,422 22,804

The balance comprises temporary differences attributable to:

Temporary differences on non-current assets

24,515 22,712

Current liabilities

( 898)( 2,094)

Prepayments and accrued income

1,568 2,186

Losses reclassified as deferred tax

( 5,763) -

Net deferred tax liability

19,422 22,804

Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the future taxable

profits is probable and these losses will be utilised in the near future. $5.76m was recognised at balance date and there were no unrecognised tax

losses (Dec 2022 - Nil).

The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the buildings;

actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.


8. Events occurring after balance date

There are no material events occurring subsequent to balance date requiring adjustment to or disclosure in the financial statements.

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ANNUAL REPORT 2023 | SEEKA LIMITED40
Assets

This section focuses on the physical and intangible assets used by the Group to operate the business, deliver benefits to

stakeholders, add new income streams and generate revenues. Assets include post-harvest facilities, retail service facilities,

and software. Assets also include Group-owned land, vines, trees and crop on Group-owned and leased orchards. The Group

also has interests in water shares, leases and goodwill arising from Group acquisitions.

Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.

9. Assets classified as held for sale

New Zealand dollarsNotes

2023

$000s

2022

$000s

Opening balance at 1 January

6,293 1,898

SunGold licence transferred from intangible assets

11

- 491

Water shares transferred from intangible assets

11

- 3,283

Transfers from property, plant and equipment

10

- 1,915

Development costs incurred

264 313

Sales settled by third parties at carrying value

( 3,352) ( 1,607)

Total assets classified as held for sale

3,205 6,293

The following table details the assets classified as held for sale by asset class.

New Zealand dollars

2023

$000s

2022

$000s

Asset class

Land and buildings

874 943

Property, plant and equipment

380 380

Intangible assets

500 3,783

Bearer plants

1,451 1,187

Total assets classified as held for sale

3,205 6,293

At 31 December 2023, 13.5 hectares of Northland orchards (Dec 2022 - 16.6 hectares) were classified as held for sale. No growing costs have

been attributed to the remaining orchards at 31 December 2023 as they are valued on a crop-off basis.

At 31 December 2022, 750ML of permanent water entitlement in Victoria, Australia, was classified as held for sale. The sale of the water

entitlement settled on 22 February 2023 for a consideration of $3.08m AUD.

All assets classified as held for sale in 2023 are included in the orchard operations segment. In 2022, $3.3m related to the water entitlement held

at December 2022, which was included in the Australian operations segment until its sale in February 2023.

Assets are classified as held for sale when their carrying amount will be recovered principally through a sale transaction rather than through

continuing use. This condition is met when the sale is highly probable and the assets are available for immediate sale in their present condition,

and the Group is committed to the sale and expects it to be completed within one year from the date of classification. The accounting standards

allow for the period to extend past 12 months if the circumstances causing the delay are out of Seeka's control. As at 31 December 2023, one

orchard of 13.5 hectares (Dec 2022 - one orchard at 13.5 hectares) has taken longer than 12 months to find a willing buyer, however Seeka remains

committed to selling the property, is actively marketing it and sale is anticipated within the next 12 months. Assets held for sale are recorded at

the lower of the carrying value or fair value less costs to sell.

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41SEEKA LIMITED | ANNUAL REPORT 2023
10. Property, plant and equipment

New Zealand dollars

Land and

buildings

$000s

Plant and

equipment

$000s

Motor

vehicles

$000s

Bearer

plants

$000s

Assets under

construction

$000s

Total

$000s

At 1 January 2023

Cost or valuation

280,850 150,667 3,131 37,187 21,311 493,146

Accumulated depreciation and impairment

( 29,912) ( 82,056) ( 1,249) ( 3,746) ( 395) ( 117,358)

Net book amount

250,938 68,611 1,882 33,441 20,916 375,788

Year ended 31 December 2023

Opening net book amount

250,938 68,611 1,882 33,441 20,916 375,788

Additions and transfers - net

16,211 10,505 74 4,831 ( 12,226) 19,395

Depreciation

( 5,928) ( 8,937) ( 255) ( 400) - ( 15,520)

Disposals

- ( 133) ( 280) - - ( 413)

Impairment of property, plant and equipment

( 120) ( 409) - ( 947) - ( 1,476)

Revaluation

9,614 - - - - 9,614

Foreign exchange

129 48 3 142 - 322

Closing net book amount

270,844 69,685 1,424 37,067 8,690 387,710

At 31 December 2023

Cost or valuation

306,804 161,087 2,928 42,160 9,085 522,064

Accumulated depreciation and impairment

( 35,960) ( 91,402) ( 1,504) ( 5,093) ( 395) ( 134,354)

Net book amount

270,844 69,685 1,424 37,067 8,690 387,710

At 1 January 2022

Cost or valuation

251,297 131,630 2,247 33,278 10,537 428,989

Accumulated depreciation and impairment

( 22,780) ( 73,740) ( 955) ( 3,289) ( 395) ( 101,159)

Net book amount

228,517 57,890 1,292 29,989 10,142 327,830

Year ended 31 December 2022

Opening net book amount

228,517 57,890 1,292 29,989 10,142 327,830

Additions from business combination

12,900 5,955 64 - - 18,919

Additions and transfers - net

4,126 13,195 1,040 5,228 10,774 34,363

Depreciation

( 7,132) ( 8,316) ( 294) ( 313) - ( 16,055)

Disposals

( 4) ( 139) ( 221) ( 114) - ( 478)

Impairment

- - - ( 144) - ( 144)

Revaluation

13,118 - - - - 13,118

Reclassification to assets classified as held for sale

( 644) - - ( 1,271) - ( 1,915)

Foreign exchange

57 26 1 66 - 150

Closing net book amount

250,938 68,611 1,882 33,441 20,916 375,788

Assets under construction are assets that are yet to be used and are not depreciated. When the asset is ready for use it is transferred to the

appropriate asset class. At 31 December 2023, assets under construction relate to the Sharp Road Accommodation development, and further

investment relating to building upgrades and packhouse automation.

Land and buildings

Land and buildings are revalued to their estimated market value on at least a three-year rolling cycle (excluding assets under construction), plus

any subsequent additions at cost, less subsequent depreciation for buildings. In New Zealand valuations are undertaken by CBRE Group Inc.,

independent registered valuer. At 31 December 2023, 52% (Dec 2022 - 42%) of Seeka's New Zealand land and building portfolio was externally

revalued in line with policy. Additionally, 25% were adjusted based on a desktop fair value calculation. Sensitivity analysis suggests the remaining

properties that were not revalued this year could cause a movement in land and buildings of between 0.82% and 3.79%. This is not considered a

material movement in land and building values.

In Australia valuations were last completed at 31 December 2022 by Opteon (Goulburn North East Vic) Pty Ltd, independent valuers based in

Victoria, Australia.

The valuers consider three different approaches in concert to arrive at a fair value;

1. Sales comparison - considers sales of other comparable properties.

2. Capitalisation of rentals - assumes a hypothetical lease of the property with a current market rental being established and capitalising this at an

appropriate rate of return that would be expected by a prudent investor. The 2023 year saw capitalisation rates move between (0.25%) - 0.50%

since the previous valuations of the same properties, some of which may have been up to three years prior.

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ANNUAL REPORT 2023 | SEEKA LIMITED42
Accounting policies

Bearer plants

Bearer plants are the Group's investment in kiwifruit vines, pear, jujube, avocado and other fruiting vines and trees on Group-owned and leased land. Bearer

plants are stated at historical cost less depreciation. Historical cost includes all costs incurred to purchase or establish the asset.

Land and buildings

Land and buildings are shown at fair value, based on periodic, but at least triennial valuations by independent valuers, plus any subsequent

improvements at cost, less depreciation. At each annual balance date, no less than one third of assets classified as land and buildings are revalued

and those valuations are used to assess the appropriateness of the carrying values of all land and building assets held by the Group, which effectively

revalue all land and buildings annually. Revaluations are performed more frequently if changing industry conditions may cause their carrying value

to differ significantly from fair value. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the

asset and the net amount is restated to the revalued amount of the asset.

Changes in the carrying amounts arising on revaluation of land and buildings are accounted for through comprehensive income and other reserves,

except where an asset's assessed fair value is less than the original cost, in which case the change is recognised in the statement of profit or loss.

Property, plant and equipment

All other property, plant and equipment are stated at historical cost less depreciation. Historical cost includes all costs incurred to purchase the

asset.

Subsequent additions at cost are included in the asset’s carrying value or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs

and maintenance are charged to the statement of profit or loss during the financial period in which they are incurred.

Asset impairments are recognised in the statement of profit or loss.

3. Discounted cash flow - a variation of the investment method whereby it takes the current market rental calculated under the investment method

and forecasts net cash flows over a ten-year period. Cash flows are adjusted for expected growth in market rentals and estimated costs incurred

to maintain land and buildings in operational use. This method assumes land and buildings are sold in the terminal year (year 11).

Significant unobservable inputs inherent in the land and building valuation process include potential market comparative rentals, and the market

rental capitalisation rates. The higher the rental rate, the higher the fair value, and the higher the capitalisation rate, the lower the fair value.

Significant changes in either of these inputs would result in significant changes to the fair value measurement. See below;

1. Market rental rates - Packhouse rental rates as described in the valuation reports obtained in 2023 between $55/m2 - $130/m2 (Dec 2022 - $60/

m2 - $130/m2). Coolstore rental rates were between $0.40/tray - $0.63/tray (Dec 2022 - $0.40/tray - $0.65/tray)

2. Rental capitalisation rates - Capitalisation rates as described in the valuation reports obtained in 2023 were between 8.25% – 9.50% (Dec 2022

- 6.00% - 8.75%).

3. Discount rates – Discount rates as described in the valuation rates obtained in 2023 were between 9.23% - 10.37% (Dec 2022 – 6.50% - 9.00%).

The net book value of land is $47.24m (Dec 2022 - $47.41m) and buildings is $223.61m (Dec 2022 - $203.53m), see note 29.

The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax, of $7.47m (Dec 2022 - $9.74m).

New Zealand dollars

Land

$000s

Buildings

$000s

Total

$000s

Land and buildings revaluation reserve

1,252 6,214 7,466

As a consequence of the building revaluations conducted December 2023, $9.08m (Dec 2022 - $6.38m) of accumulated depreciation was offset

directly against the assets' cost or valuation, prior to revaluation.

In the year ended 31 December 2023, the Group assessed the useful lives of property, plant and equipment, and did not identify any material

situations where the useful life of an asset or group of assets was not appropriate or within the existing accounting policy. In the year ended 31

December 2022, the useful lives of buildings was reviewed and re-estimated to be 50 years from the date of the estimate.

The following table details the depreciated value of land and buildings if they were to be stated on a historical cost basis.

New Zealand dollars

2023

$000s

2022

$000s

Cost

268,168 251,959

Accumulated depreciation

( 62,884) ( 56,783)

Depreciated historical cost

205,284 195,176

Net book amount

270,844 250,938

Impairment of bearer plants

For the year ended 31 December 2023, $0.95m (Dec 2022 - $0.14m) of assets were impaired, which relate to bearer plant assets in Australia that

were removed.

Impairment of land, buildings, plant and equipment

For the year ended 31 December 2023, $0.53m (Dec 2022 - nil) of assets were impaired. This related to hail netting damaged in a hail event in

Australia and electrical infrastructure damaged in an electrical surge in one of our packhouses in New Zealand. Both events were covered by

insurance and in both instances assets were either replaced or in the process of being replaced as at 31 December 2023.

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43SEEKA LIMITED | ANNUAL REPORT 2023
11. Intangible assets

New Zealand dollarsNotes

Software

$000s

Goodwill

$000s

Water shares

$000s

Other

intangibles

$000s

Total

$000s

At 1 January 2023

Cost

4,380 22,212 5,399 377 32,368

Accumulated amortisation and impairment

( 3,403) ( 2,031) - - ( 5,434)

Net book amount

977 20,181 5,399 377 26,934

Year ended 31 December 2023

Opening net book amount

977 20,181 5,399 377 26,934

Additions

78 - - - 78

Remeasurement

- - ( 2,460) - ( 2,460)

Foreign exchange

- - 52 - 52

Amortisation

( 350) - - ( 15) ( 365)

Closing net book amount

705 20,181 2,991 362 24,239

At 31 December 2023

Cost

4,458 20,181 2,991 377 28,007

Accumulated amortisation and impairment

( 3,753) - - ( 15) ( 3,768)

Net book amount

705 20,181 2,991 362 24,239

At 1 January 2022

Cost

3,983 19,212 8,421 555 32,171

Accumulated amortisation and impairment

( 3,028) ( 2,031) - ( 33) ( 5,092)

Net book amount

955 17,181 8,421 522 27,079

Year ended 31 December 2022

Opening net book amount

955 17,181 8,421 522 27,079

Additions

395 - - - 395

Additions from business combination

19

- 3,681 - - 3,681

Transfers from investments in financial assets

- - - 377 377

Revaluation

- - 212 - 212

Impairment

- ( 681) - - ( 681)

Foreign exchange

2 - 49 - 51

Reclassification to assets classified as held for sale

- - ( 3,283) ( 491) ( 3,774)

Amortisation

( 375) - - ( 31) ( 406)

Closing net book amount

977 20,181 5,399 377 26,934

Critical accounting estimates and judgements

At 31 December 2023, 52% (Dec 2022 - 42%) of Seeka's New Zealand land and building portfolio was externally revalued in line with policy.

Additionally, 25% were adjusted based on a desktop fair value calculation.

Sensitivity analysis suggests the remaining properties that were not revalued this year could cause a movement in land and buildings of between 0.82%

and 3.79%. This is not considered a material movement in land and building values.

Depreciation

Land is not depreciated. Depreciation on other assets is calculated

using the straight line or diminishing value method to allocate their

cost or revalued amounts, net of their residual values, over their

estimated useful lives. The depreciation of bearer plants on leased

land orchards is aligned to the term of the lease.

The estimated useful lives of assets from revaluation date are:

– Buildings and fit outs 7 - 50 years

– Machinery 5 - 30 years

– Vehicles 4 - 15 years

–Furniture, fittings and equipment 5 - 15 years

– Bearer plants 4 - 25 years

Asset residual values and useful lives are reviewed, and adjusted

if appropriate, at balance date and an asset’s carrying amount is

immediately written down to its recoverable amount.

Gains and losses on disposals are determined by comparing proceeds

with the carrying amount, and any gain or loss is included in the

statement of profit or loss. When revalued assets are sold, the

amounts included in the revaluation reserve in respect of those assets

are transferred to retained earnings.

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ANNUAL REPORT 2023 | SEEKA LIMITED44
The amortisation period of software is four to five years.

Remeasurement

NZ IAS 38: Intangible assets (NZ IAS 38) states that fair value shall be measured by reference to an active market. Although there is an active

register for water share trading, being the Victorian Water Register, it has been determined by the Australian Securities and Investments

Commission (ASIC), with reference to AASB 138 (the Australian equivalent standard to NZ IAS 38), that because the shares are not sufficiently

homogenous in nature, the majority of sales are negotiated off-market, and the quantity of sales transactions are relatively infrequent therefore an

active market does not exist for water shares. The Group have recognised this determination and in response have remeasured the value of water

shares to historical cost as at 1 January 2023.

The impact of this change is to reduce the water share revaluation reserve to nil as at 1 January 2023. A gain on sale of $1.5m relating to the water

share sale settled in February 2023, was reclassified to the statement of profit and loss.

This change is not considered material for prior period restatement in financial statements.

Water shares are an integral part of land and irrigation infrastructure required to grow pears, kiwifruit and other annual crops in Australia and are

carried at historical cost. Such rights have an indefinite life and are not amortised but are tested annually for impairment. If events or changes in

circumstances indicate impairment, the carrying value is adjusted to take account of any impairment losses.

The Group’s portfolio of water rights is currently recorded at a historical cost value of $3.0m (Dec 2022 - $3.0m). A market value assessment was

performed at the end of the financial year. This was completed by accessing the Victorian Water Register and determining the weighted average

sales price for the applicable class of water rights. This value is then applied on a like for like basis to the Group’s water portfolio. As water prices

fluctuate due to seasonal factors, current market rates have been valued internally for impairment testing purposes at $5.9m (Dec 2022 - $5.4m).

Impairment tests for goodwill

At 31 December 2023, the Group's market capitalisation was $107.07m compared to net assets of $259.95m. As a result, an impairment test

was performed on all cash generating units (CGUs), in addition to CGUs with goodwill balances to ensure that future cash flows of the CGUs and

Group support the fair value of the assets.

Goodwill represents the 2022 acquisition of NZ Fruits, the 2021 acquisitions of Ōpōtiki Packing and Cool Storage Limited (OPAC) and

Orangewood Limited, the 2019 acquisition of Aongatete Coolstores Limited, and the 2018 acquisition of the Northland business.

The recoverable amount is based on the net present value of the five-year after-tax cash flow projection (value-in-use), with a terminal value

beyond five years. Cash flows beyond the five-year period are extrapolated using estimated growth rates and discount rates stated in this note.

The assumptions used for the analysis of the net present value of forecast gross margin for the cash generating unit is determined based on past

performance and the Board's expectations of future market dynamics, plus the Group's five-year financial plans.

The impact of a frost event in spring 2022, cyclones in January and February 2023, and a hail event in May 2023, along with a lower yield as a

result of variable bud break have reduced the volume harvested in 2023. Leading in to harvest 2024, there have been favourable weather patterns

across key growing periods with no significant adverse weather events impacting the harvest to date. This, and a favourable outlook for the Group

and the industry, have been incorporated into the impairment tests. The Group is operating in an inflationary environment, with rising interest rate

impacting discount rates across all CGUs and being incorporated in the impairment tests.

Any financial impact of climate change is expected to fall outside of the planning period given the long-term nature of climate change. However,

scenario planning is being carried out across the Company to prepare for the impact of climate change on future yields, varieties, and growing

methods. Seeka has a long history of adapting to the environment, such as when Psa arrived in New Zealand and the business pivoted to

the SunGold variety, alongside past climatic events such as droughts, hail, and floods. The business will continue to adapt to the changing

environment.

No impairment was noted in a CGU as a result of the impairments tests, either on the CGUs with or without goodwill allocated to them.

The annual impairment tests of goodwill were performed at 30 November 2023. Impairment indicators were considered at 31 December 2023,

however no indicators were identified that required any further impairment tests.

Additions to goodwill

There were no additions to goodwill in 2023.

In the year ended December 2022, $3.54m of goodwill was recognised as a result of the NZ Fruits acquisition and a further $0.15m from updates

to the goodwill acquired in the 2021 Orangewood acquisition. See note 19 for details of the business combination.

Post-harvest CGU

All goodwill at 31 December 2023 is included in the post-harvest CGU. The single post-harvest CGU reflects the operationally coordinated and

financially interdependent nature of post-harvest operations across the regions serviced by Seeka. To best handle fruit at optimum maturity, and

maximise post-harvest efficiency and flexibility, the regions are managed as one unit with mature fruit allocated to the next available facility. This

means fruit flows and the associated cash flows are intrinsically linked across all regions. Due to this, a single CGU best reflects the nature of the

post-harvest business.

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45SEEKA LIMITED | ANNUAL REPORT 2023
The following table details the key assumptions used for value-in-use calculations and the recoverable amount.

Group cash generating unitsOperating segment

Goodwill

carrying

amount

pre impairment

$000s

Goodwill

carrying

amount

post impairment

$000s

Pre tax

discount rate

1

EBITDA

4


growth rate

1-5 years

Terminal

growth rate

2

2023

Post-harvest Post-harvest operations

20,181 20,181 9.6%0% - 10%

3

2.0%

2022

Post-harvest Post-harvest operations

20,181 20,181 12.5%2% - 36%2.0%

SeekaFresh Retail services operations

437 - 14.4%40% - 203%2.0%

Kiwi Crush™ Retail services operations

244 - 14.4%

0% - 9% 2.0%

Accounting policies

Intangible assets

Assets with a finite useful life are subject to depreciation and

amortisation and reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable.

Intangible assets that have an indefinite life are not subject to amortisation

and are tested at least annually for impairment, with impairment losses

recognised when the carrying amount exceeds the recoverable amount.

When assessing impairment, assets are grouped at the lowest identifiable

unit able to generate cash flow.

Software

Acquired computer software licences are capitalised on the basis of

the costs incurred to acquire and bring to use the specific software.

Internally developed computer software is capitalised when it enters

the development phase and includes costs incurred to develop and

test the software for use. Intangible assets are amortised over their

estimated useful life (typically four to five years).

Goodwill

Goodwill represents the excess of the cost of an acquisition over the

fair value of the Group’s share of the net identifiable assets at the

date of acquisition. Goodwill on a business acquisition is included

in intangible assets, and on acquisition of an associate is included in

investments in associates. When acquired in business combinations,

the goodwill is annually tested for impairment (or more frequently if

there are impairment indicators) and carried at cost less accumulated

impairment losses. Gains and losses on the disposal of a business

include the carrying amount of goodwill relating to that business.

Water shares

The Group records permanent water shares at historical cost. Such

rights have an indefinite life and are not amortised but are tested

annually for impairment. If events or changes in circumstances

indicate impairment, the carrying value is adjusted to take account of

any impairment losses.

Other intangibles

Other intangibles subject to amortisation are amortised over the life

of the asset on a straight line basis. The expense is charged to the

statement of profit or loss.

Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are

not subject to amortisation and are tested annually for impairment,

or more frequently if events or changes in circumstances indicate

that they might be impaired. Other assets are tested for impairment

whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is

recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. The recoverable amount is the higher

of an asset’s fair value less costs of disposal and value in use. For the

purposes of assessing impairment, assets are grouped at the lowest

levels for which there are separately identifiable cash inflows which are

largely independent of the cash inflows from other assets or groups

of assets (cash-generating units (CGUs)). Non-financial assets other

than goodwill that suffered an impairment are reviewed for possible

reversal of the impairment at the end of each reporting period.

Critical accounting estimates and judgements

The intangible assets impairment tests require judgement to determine the appropriate forecast cash flows and inputs into the calculations. The primary

estimates relate to the forecast EBITDA growth rates, discount rates and terminal growth rates.

1. The discount rate is calculated based on the specific circumstances of the cash generating unit and its operations, and is derived from its

weighted average cost of capital.

2. The long term growth rate is based on the long term expected inflation rate, being within the RBNZ inflationary target of 1%-3%. The Group has

set its terminal growth rates at 2% to ensure a long term conservative growth estimate has been applied in the impairment tests.

3. The EBITDA growth rate for the 2024 year assumes a return to average yields. The EBITDA growth rates in the long-term forecast sit between

0-10%, which is considered conservative for the kiwifruit industry.

4. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.

Goodwill balances are assessed annually for impairment.

Post-harvest CGU

The goodwill relating to the post-harvest CGU is supported by historical profitability, with a positive outlook and significant growth path ahead.

Despite challenging weather conditions in the 2023 harvest season, the post-harvest segment operated profitably throughout the year. The

forecast cash flows assume a return to average yields and a return to normal growing conditions.

The impairment and recoverable amount of the CGU were calculated using the value-in-use method.

No other reasonable changes to key assumptions would require an impairment of goodwill.

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Accounting policies

The Group's biological assets are the crops growing on bearer plants in the Group's leased and owned orchards. All crops have a maturity period of

less than one year and will be harvested within 12 months from the Group's balance date.

Biological assets are measured at fair value less costs to sell provided this can be measured reliably, otherwise they are measured at cost.

When insufficient biological transformation has occurred fair value is not able to be measured reliably. Biological assets at cost are not depreciated as

they are in the process of maturing.

Fair value is determined as the estimated net market return.

12. Biological assets - crop

Crops growing on bearer plants are classified as biological assets and measured at fair value.

Crop assets are kiwifruit, nashi pears, Packham pears, Corella pears, other crops growing on leased and owned orchards and yet to be harvested

at balance date.

The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3 in note 29.

New Zealand dollars

2023

$000s

2022

$000s

Carrying amount at beginning of period

18,408 18,443

Crop harvested during the period

Fair value movement from the beginning of the period to point of harvest

12,427 12,075

Fair value when harvested

( 30,835) ( 30,518)

Crop growing on bearer plants at end of period

Crop at cost

21,531 18,345

Crop at fair value

235 63

Carrying value at end of period

21,766 18,408

The following table reconciles fair value movement of biological assets - crop.

New Zealand dollars

2023

$000s

2022

$000s

Movement in carrying amount

3,310 ( 59)

Exchange differences

48 24

Net fair value movement in crop

3,358 ( 35)

The following table details the classification of biological assets - crop.

New Zealand dollars

2023

$000s

2022

$000s

Australia - all varieties

5,179 4,007

New Zealand - kiwifruit crop

16,134 13,597

New Zealand - avocado crop

453 804

Carrying value at end of period

21,766 18,408

Crop where fair value cannot be measured reliably

Kiwifruit, nashi, Packham and Corella pear crops are not considered to have achieved sufficient biological transformation at balance date therefore

fair value is not able to be measured reliably and, as such, these crops are measured initially at cost less impairment.

Crop valued at fair value

Where a crop has achieved sufficient biological transformation, it is measured at fair value less costs to sell using unobservable inputs in the fair

value assessment. These unobservable inputs include forecasted sales prices achieved once the crop is harvested and marketed for sale, if the

forecast price was to increase so would the fair value of the crop.

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47SEEKA LIMITED | ANNUAL REPORT 2023
13. Right-of-use lease assets and lease liabilities

The Group reports all leases on the balance sheet where it has the right to obtain substantially all of the economic benefits from the use of the asset

throughout the period of the lease, with the exception of low value leases or leases less than 12 months.

The following table details leases where the Group is a lessee.

New Zealand dollars

2023

$000s

2022

$000s

Right-of-use lease assets

Land and buildings

29,824 32,884

Orchard leases

16,117 17,310

Equipment

1,907 2,812

Motor vehicles

2,659 2,799

Total right-of-use lease assets

50,507 55,805

The movements for the year are as follows:

Right-of-use lease asset movements

Opening balance

55,805 49,885

Additions and renewals

6,220 16,269

Disposals, reclassifications and early terminations

( 984) ( 944)

Impairment of onerous lease

( 90)-

Exchange rate differences

18 111

Depreciation

( 10,462) ( 9,516)

Closing balance

50,507 55,805

The classification for depreciation of right-of-use lease assets is as follows:

Land and buildings

4,467 3,793

Orchard leases

1,771 1,386

Equipment

1,914 2,254

Motor vehicles

2,310 2,083

Total depreciation of right-of-use lease assets

10,462 9,516

New Zealand dollars

2023

$000s

2022

$000s

Lease liabilities

Current

9,941 9,631

Non-current

54,821 60,434

Total lease liabilities

64,762 70,065

The liabilities are classified as follows:

Lease liabilities

Land and buildings

35,045 37,614

Orchard leases

24,731 26,148

Equipment

2,139 3,274

Motor vehicles

2,847 3,029

Total lease liabilities

64,762 70,065

The movements for the year are as follows:

Lease liability movements

Opening Balance

70,065 63,367

Additions and renewals

6,289 16,796

Disposals, reclassifications and early terminations

( 829) ( 873)

Exchange rate differences

51 6

Principal lease payments

( 10,814) ( 9,231)

Closing balance

64,762 70,065

Additions

During the period ended 31 December 2023, the Group renewed $1.77m of leases relating to post-harvest coolstorage facilities, $0.55m of leases

relating to retail service facilities, and $2.31m of leases relating to vehicles and equipment leases.

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ANNUAL REPORT 2023 | SEEKA LIMITED48
Accounting policies

Lease liabilities are measured as the present value of the remaining lease payments, including any renewal periods that are likely to be exercised,

discounted using the Group’s incremental borrowing rate which ranges between 7.57% and 16.50%. The discount rate is based on the Group's

incremental borrowing rate, being the rate the Group would borrow the funds required to purchase the asset. When determining the discount rate,

Seeka considers that the value of the right-of-use lease asset should not be greater than the fair value of the underlying asset being leased.

The Group’s right-of-use lease asset is equal to the lease liability on the day of lease inception, with the exception of sale and leaseback

transactions where the asset is measured as the proportion of the carrying value of the asset sold of which the benefit is retained by the Group.

The right-of-use lease asset is depreciated on a straight line basis over the period of the lease. Costs incurred with a lease that are not part of the

cost of the right-of-use lease asset are expensed.

All leases have been classified into one of the following asset classes:

–Land and building - leases for rental of all properties, including packhouses and coolstores

–Orchard - leases held for the development of productive orchards

–Equipment - leases for equipment, including plant equipment and forklifts

–Motor vehicles - leases for motor vehicles

The Group leases various properties for the packing and cooling of kiwifruit, leases orchards to grow kiwifruit and avocados, and leases equipment

and vehicles. The terms of the leases vary, with land and building leases ranging from 10 - 15 years, with one 99 year lease. Orchard leases range

from 3 - 25 years, and equipment and vehicle leases range from 1 - 5 years.

Contracts may contain both lease and non-lease components. In the case of orchard leases, only the fixed rental is recognised as a lease liability.

Any variable consideration relating to profit share on the orchard leases is not accounted for as the profit share is only determined after a crop has

been harvested and is not identifiable at the commencement of the lease. Lease terms are negotiated on an individual basis and contain a range

of different terms and conditions. The lease agreements do not impose any covenants other than the security interest in the leased assets that are

held by the lessor. Leased assets may not be used as security for borrowing purposes.

The Group is exposed to potential future increases in land and building lease payments based on contractual market rent reviews that are not

included in the lease liability until the rent review takes place.

Lease payments are allocated between principal and lease interest. The lease interest is charged to the statement of profit and loss over the term

of the lease.

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49SEEKA LIMITED | ANNUAL REPORT 2023
Working capital

Accounting policies

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.

Collectability of trade receivables is reviewed on an ongoing basis including debts past due, but not considered impaired. Debts which are known

to be uncollectible are written off. A provision for doubtful receivables is established based on the expected default rates over the balance of trade

receivables. See note 28 for calculation details.

15. Inventories

New Zealand dollars

2023

$000s

2022

$000s

Total packaging at cost

7,062 8,618

Other inventories at cost

3,578 3,282

Total inventories

10,640 11,900

In the current year, $28.95m (Dec 2022 - $37.52m) of packaging inventory costs were expensed to cost of sales in the statement of profit or loss.

This section focuses on how the Group manages inventories, accounts receivable and accounts payable to ensure an

appropriate level of working capital is available to operate the business, deliver benefits to stakeholders and generate revenues.

14. Trade and other receivables

New Zealand dollars

2023

$000s

2022

$000s

Current trade receivables (net of provision for doubtful debts)

22,298 20,109

Prepayments

5,593 3,203

Prepaid deposits

255 619

GST refund due

405-

Accrued income and other sundry receivables

4,053 9,216

Current trade and other receivables

32,604 33,147

Non current trade and other receivables

3,367 5,099

Total trade and other receivables

35,971 38,246

Within current trade receivables, $6.66m are past due (Dec 2022 - $4.79m), of which 10.36% are more than 90 days (Dec 2022 - 4.02%).

Prepaid deposits includes $0.25m for avocado trees and kiwifruit vines not yet received (Dec 2022 - $0.62m).

Accrued income and other sundry receivables includes income to be received from orcharding operations on 382 hectares of leased and owned

orchards (Dec 2022 - 419 hectares).

A $0.26m provision for doubtful debts is recognised in the accounts (Dec 2022 - $0.24m).

Non-current trade receivables includes $1.81m losses carried forward on Hayward short term leased orchards to be recovered in a future period

(Dec 2022 - $2.20m). Non current receivables also include $1.56m (Dec 2022 - $3.06m) of long term receivable balances with agreed long-

term payment terms. The remaining balance of non-current trade receivables relates to debtors secured against crop supply commitments with

repayment terms of up to five years and is considered recoverable.

Accounting policies

Raw materials, work in progress, finished goods and produce are stated at the lower of cost or net realisable value. Cost comprises direct

materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average cost. Net realisable value is the

estimated selling price less estimated costs of completion and sales costs.

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ANNUAL REPORT 2023 | SEEKA LIMITED50
16. Trade and other payables

New Zealand dollars

2023

$000s

2022

$000s

Trade payables

6,050 6,329

Accrued expenses

11,948 17,940

Employee expenses

7,140 6,619

GST payable

- 1,853

Other payables

140 37

Total trade and other payables

25,278 32,778

Trade payables include $0.47m for capital works in progress (Dec 2022 - $0.18m) and accrued expenses includes $0.72m for capital purchases

(Dec 2022 - $2.00m).

Accrued expenses include costs to be incurred from orcharding operations on 382 hectares (Dec 2022 - 419 hectares) of leased and owned

orchards. Accrued expenses also include costs relating to the retail service segment and the export and domestic sales of avocado.

Accounting policies

Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of trade, they are

then recognised at amortised cost using the effective interest method.

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51SEEKA LIMITED | ANNUAL REPORT 2023
Funding

This section focuses on how the Group manages its capital structure to protect shareholder value while funding operations that

deliver benefits to stakeholders and grow shareholder returns.

Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share. Details on the

Company’s share capital include shares issued during acquisition through amalgamation, and under the dividend reinvestment plan, grower

incentive and employee share schemes.

17. Interest bearing liabilities

New Zealand dollars

2023

$000s

2022

$000s

Current secured

Interest bearing liabilities

49,597 23,110

Capitalised loan fees to be amortised in the next 12 months

( 306) ( 240)

Total current interest bearing liabilities

49,291 22,870

Non current secured

Interest bearing liabilities

128,322 128,151

Remaining capitalised loan fees to be amortised

( 30) ( 79)

Total non-current interest bearing liabilities

128,292 128,072

Total interest bearing liabilities

177,583 150,942

Analysis of movements in borrowings:

At 1 January

150,942 113,003

Cash flow - additional borrowings

157,919 114,753

Cash flow - repayment of borrowings

( 131,445) ( 81,391)

Loans acquired via acquisition

19

- 4,175

Capitalised loan fees - amortised over the life of the loan

( 17) 188

Exchange differences

184 214

At 31 December

177,583 150,942

Analysis of total facilities:

Drawn

177,583 151,261

Available

23,205 59,296

Total facilities at 31 December

200,788 210,557

The Board has assessed the fair value of the term loans as the outstanding balance at balance date.

On 30 June 2023, Seeka refinanced with a Sustainability-Linked Loan with its banking syndicate, which included extension of the facility maturity

dates and amendments to the banking covenants. Westpac NZ acted as the Sole Sustainability Coordinator, Agent and Mandated Lead Arranger,

and Bookrunner throughout the refinancing.

Seeka extended 66% of the facilities to 31 January 2025, and 34% to 31 January 2026, and obtained a waiver for the net leverage ratio and

interest cover ratio banking covenants for the 30 June 2023 and 31 December 2023 test periods. The 30 June 2024 and 31 December 2024

banking covenants are set on a “step down” basis to enable Seeka to reach its long-term covenants of 3.25x for the net leverage ratio and 2.00x

for the interest cover ratio. Seeka remains committed to reducing debt and building headroom into its banking covenants.

Seeka’s $201 million banking facility is provided as a Sustainability-Linked Loan that incentivises Seeka to reduce greenhouse gas emissions,

increase solar energy generation capacity, and improve health and safety across its workforce. Seeka will pay a lower interest rate for achieving

yearly sustainability targets, and a higher interest rate if it misses agreed yearly benchmarks.

After the balance date, an additional $20m credit line has been secured from 5 February 2024 through to 16 July 2024.

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ANNUAL REPORT 2023 | SEEKA LIMITED52
Accounting policies

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.

When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan transaction cost.

When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and amortised over the period of

the facility.

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 date.

18. Share capital

Shares20232022

Authorised and issued share capital

Ordinary shares - fully paid and no par value:

Opening balance

41,988,282 40,176,160

Shares issued under:

NZ Fruits Limited amalgamation

19

- 1,687,860

Dividend reinvestment programme

- 124,262

Total shares issued

41,988,282 41,988,282

Ordinary shares - classified as follows:

Held by ordinary shareholders

41,694,782 41,567,947

Held by Seeka Share Trustee Limited

293,500 420,335

Total shares issued

41,988,282 41,988,282

The following table details the amounts of the term loans drawn down at balance date and their maturities.

Balance due

$000sInterest rateMaturity

Term loans as at 31 December 2023

AUD $17m

18,322 7.43%31 January 2026

NZD $40m

40,000 8.40%31 January 2025

NZD $50m

50,000 8.64%31 January 2026

NZD $20m

20,000 8.42%31 January 2025

Term loans as at 31 December 2022

AUD $17m

18,151 5.04%31 January 2024

NZD $40m

40,000 5.50%31 January 2024

NZD $50m

50,000 5.70%31 January 2025

NZD $20m

20,000 6.96%31 January 2024

The Group’s policy is to protect the term portion of the loans from exposure to changing interest rates via the use of derivatives, see note 30.

Assets pledged as security

Bank loans and overdrafts are secured by first mortgages over the

freehold land and buildings, and a General Security Agreement over all

the assets of the following trading entities within the Group, as either

borrowers or guarantors. These entities make up the bank Charging

Group.

The value of the Group’s assets that are not part of the Charging

Group is $7.24m, being less than 1.32% of the total Group Assets.

The Charging Group comprises the following entities:

Borrowers and guarantors:

–Seeka Limited

–Seeka Australia (Pty) Limited

Guarantors:

–Aongatete Coolstores Limited

–Delicious Nutritious Food Company Limited

–Kiwi Coast Growers (Te Puke) Limited

–Northland Horticulture Limited

–OPAC Properties Limited

–Seeka East Limited

–Seeka OPAC Limited

–Seeka Te Puke Limited

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53SEEKA LIMITED | ANNUAL REPORT 2023
19. Business combination

Acquisition through amalgamation of New Zealand Fruits Limited (NZ Fruits)

In February 2022, the Group amalgamated NZ Fruits, a kiwifruit, citrus and persimmon post-harvest business based in Gisborne, East Coast, New

Zealand, into a newly-formed 100%-owned subsidiary of Seeka Limited, being Seeka East Limited. NZ Fruits shares were cancelled with each share

being exchanged for 7.5016 shares in Seeka and $39.3495 cash. Seeka shares were issued based on a price of $5.2455 per Seeka share (equal to

the VWAP of shares traded over 10 business days, finishing on 9 December 2021, with all fractions of Seeka shares rounded up to the next whole

number).

The purchase was settled on 2 February 2022 for a consideration of $17.53m by the issue of 1,687,860 ordinary shares in Seeka at a market price of

$5.14 on the settlement date of 2 February 2022, being the market price on the acquisition date as per NZ IFRS 3 (Business Combinations), and a

cash consideration of $8.85m. The change in the share price on acquisition date had the impact of decreasing goodwill by $0.18m.

There are no acquisition or integration related costs included in overhead expenses in the year ended 31 December 2023 (Dec 2022 - $0.46m).

Seeka has 12 months from the acquisition date to reassess the fair values of the assets and liabilities disclosed above if more information comes

to light that suggests the values differ. In particular, any liabilities are expected to be crystallised and quantified within the 12 months from the

acquisition date.

There have been no updates to the initial fair values as disclosed in December 2022.

Accounting policies

Ordinary shares are classified as equity.

Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly

attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares are

cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental

transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.

New Zealand dollars

2023

$000s

2022

$000s

Movements in ordinary paid up share capital:

Opening balance of ordinary shares

164,512 154,642

Transfer from grower share entitlement reserve

- 112

Transfer from employee share entitlement reserve

- 461

Issues of ordinary shares during the year

- 9,297

Closing balance of ordinary share capital

164,512 164,512

Movements in treasury share capital:

Opening balance of ordinary shares

1,766 2,961

Employee share scheme receipts - 2016 issue

- ( 7)

Grower loyalty share scheme receipts - 2019 issue

- ( 401)

Employee share scheme receipts - 2019 issue

( 119) ( 787)

Closing balance of shares held as treasury capital

1,647 1,766

Net share capital

162,865 162,746

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of fully

paid shares held.

Grower loyalty share scheme

On 15 March 2019, the Group invited eligible growers of kiwifruit, avocado and Kiwiberry to participate in a three-year grower loyalty share scheme,

whereby each participant would be allocated a parcel of shares based on their orchard's current or forecast production. This issue of up to 2.6m

shares was approved by shareholders on 14 February 2019.

In April 2019, 2,061,803 shares were issued to the scheme's trustees on behalf of 405 participating growers. The issue price of $4.76 per share was

funded by the Group making a $9.8m non-interest-bearing loan to the trustees. Upon meeting the terms of the scheme by supplying all product from

the participating orchards for three consecutive seasons the shares vest and participating growers can elect to pay the outstanding balance of their

loans, less any dividend payments made on the shares, and have the shares transferred to them.

In 2021, 1,917,165 shares issued to kiwifruit growers vested. In 2022, the remaining 144,638 shares issued to avocado growers vested, see note 21.

Employee share scheme

On 15 March 2019, the Group invited eligible employees to participate in a three-year employee share scheme, whereby each participant would be

allocated a parcel of shares based on their role in the business. In April 2019, 568,000 shares were issued to the scheme's trustees on behalf of 319

participating employees. The issue price of $4.76 per share was funded by the Group making a $2.7m non-interest-bearing loan to the trustees. Upon

meeting the terms of the scheme by continuing employment for three consecutive years, participating employees can elect to pay the outstanding

balance of their loans, less any dividend payments made on the shares, and have the shares transferred to them. Shares issued under this scheme

vested in 2022, see note 21.

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ANNUAL REPORT 2023 | SEEKA LIMITED54
20. Earnings and net tangible assets per share

20232022

Basic earnings per share

(Loss) / profit attributable to equity holders of the Company ($000s)

(14,466) 6,504

Weighted average number of ordinary shares in issue (000s)

41,988 41,292

Basic earnings per share

($0.34)$0.16

Diluted earnings per share

(Loss) / profit attributable to equity holders of the Company ($000s)

(14,466) 6,504

Weighted average number of ordinary shares in issue plus dilutive employee share scheme (000s)

41,988 41,301

Diluted earnings per share

($0.34)$0.16

Net tangible assets per share

Net tangible assets ($000s)

239,768 250,762

Total ordinary shares issued at the end of the period (000s)

41,988 41,988

Net tangible assets per share

$5.71 $5.97

Basic earnings per share

Basic earnings per share is calculated by dividing the (loss) / profit attributable to equity holders of the Company by the weighted average number

of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued and outstanding during the period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax

effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed

to have been issued for no consideration in relation to dilutive potential ordinary shares.

Net tangible asset per share

Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of the period.

21. Retained earnings and reserves

Retained earnings

The following table details movements in retained earnings.

New Zealand dollars

2023

$000s

2022

$000s

At 1 January

52,760 51,564

Net (loss) / profit for the year

( 14,466) 6,504

Dividends paid or declared

- ( 5,308)

At 31 December

38,294 52,760

Reserves

The following table details the closing balances of reserve accounts.

New Zealand dollars

2023

$000s

2022

$000s

Reserves

Cash flow hedge reserve

900 2,476

Water share revaluation reserve

- 2,756

Land and buildings revaluation reserve

57,834 50,368

Foreign currency translation reserve

( 158) ( 161)

Foreign currency revaluation reserve

214 ( 2)

Total reserves

58,790 55,437

The cash flow hedge reserve records increases and decreases on the revaluation of derivative financial instruments.

The water share revaluation reserve records increases and decreases on the revaluation of Seeka's owned permanent water shares in Victoria

Australia. In the year ended 31 December 2023, the water shares were remeasured to be held at historical cost and therefore the revaluation

reserve was set to nil. See note 11 for details.

The land and buildings revaluation reserve records increments and decrements on the revaluation of land and buildings.

The foreign currency translation reserve records foreign currency translation differences of Group entity results and financial position. The amounts

are accumulated in other comprehensive income and recognised in profit or loss when the foreign operation is partially disposed of or sold.

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55SEEKA LIMITED | ANNUAL REPORT 2023
The foreign currency revaluation reserve records unrealised gains and losses on Group assets and liabilities held in foreign currencies.

The share entitlement reserve records the value of option benefits recognised on the Group's grower loyalty and employee share schemes as

detailed in this note.

The Group operates two equity-settled, share-based incentive plans:

–An equity-settled, share-based compensation plan for employees. Shares are periodically issued under this plan.

–An equity-settled, grower loyalty share scheme approved by shareholders on 14 February 2019.

The employee share scheme is managed by a trust deed established September 2014. The grower loyalty share scheme is managed by a trust

deed established 15 March 2019. The trustee for both trusts is 'Seeka Share Trustee Limited', whose directors are also directors of Seeka.

Employee share scheme

Under the employee share scheme, shares are issued to an employee share trust in return for a debt back to the Company. Qualifying employees

are eligible to subscribe to shares held by the trust under the terms of the scheme with the shares to vest at the end of three years. The option

benefit is recognised as a share-based payment expense and recorded as an expense over the vesting period. At the end of the vesting period the

employee has an option to settle any outstanding debt on their shares and have the shares transferred to them.

At the date the shares vest the employee can elect to extend the repayment period by two years with interest charged and the shares held by the

trust as security and only transferred when the debt is fully repaid. Alternatively at the date the shares vest the employee can elect that the shares

do not vest to them and any outstanding debt will be forgiven and the shares sold by the trustees. The proceeds from the sale of shares are used

to repay the debt owed to the Company.

The following table details movement in the share entitlement reserve relating to the employee share scheme.

New Zealand dollars

2023

$000s

2022

$000s

At 1 January

- 423

Transfer to share capital

-( 461)

Movement in employee share entitlement reserve

- 38

At 31 December

- -

At balance date the number of shares in respect of which options have been granted to employees and remain outstanding under the scheme was

42,000 (Dec 2022 - 369,998), representing 0.10% (Dec 2022 - 0.89%) of the shares of the Company on issue at that date.

Grower loyalty share scheme

Under the grower loyalty share schemes, shares were issued to a share trust in return for a debt owed back to the Company. Qualifying supplying

growers were eligible to subscribe to shares held by the trust under the terms of the offer agreements dated 15 March 2019 and 22 March 2019.

Shares vest after the grower supplies the Company their kiwifruit and avocado crops for the three harvest seasons, with the final harvest season

being the avocado harvest season ending 31 March 2022. The option benefit is recognised as a discount against revenue over the vesting period.

At the end of the vesting period the grower had an option to either settle any outstanding debt on the shares and have the shares transferred to

them, or to not have the shares transferred to them, whereby any outstanding debt was forgiven and the shares sold by the trustee. The proceeds

from the shares that vest or from the sale of shares was used to repay the debt owed to the Company.

In September 2021, the three-season supply commitment period for kiwifruit and Kiwiberry growers ended, and 1,917,165 shares vested.

In April 2022, the three-season supply commitment period for avocado growers ended, and 144,638 shares vested.

From the September 2021 vesting, 333,897 shares that were either ineligible for entitlement, or not accepted by growers, were sold on market for

a total net consideration of $1.41m.

The following table details the movement in the grower loyalty share scheme.

New Zealand dollars

2023

$000s

2022

$000s

At 1 January

- 103

Transfer to share capital

-( 112)

Movement in grower share entitlement reserve

- 9

At 31 December

- -

The scheme terminated April 2022 upon the end of the avocado grower commitment period, and at 31 December 2022 no options that were

granted to growers remain outstanding.

For both schemes the shares are issued fully paid in exchange for a loan to the share scheme trust on behalf of scheme members.

The shares held by the trustee on behalf of employees and growers carry the same voting rights as other issued ordinary shares with votes only

able to be made via the trustees. The trustees are not able to vote, other than at the direction of the individual member employees and growers.

While monies are owed on the shares they remain with the trustee.

The options element of the schemes are valued using the Black Scholes pricing model on the grant date, which is the date the shares are first

issued to the trust. Volatility is forecasted into the model.

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Accounting policies

The fair value of the employee services received in exchange for the grant of options is recognised as an expense in the statement of profit or loss with

a corresponding increase in the share entitlement reserve. For the Grower Loyalty Share Scheme (GLSS), the fair value of the grower loyalty received

in exchange for the grant of the option is recognised as a discount against other income in the statement of profit or loss with a corresponding

increase in share entitlement reserve. The fair value is determined by reference to the fair value of the options granted, calculated using the Black

Scholes pricing model, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets).

When the shares vest, the amount of the reserve relating to those shares is transferred to retained earnings.

Employee share scheme shares may be issued at the Board’s discretion at a price set by the Board based on the Volume Weighted Average Price

(VWAP) calculation of the Company's shares during the period prior to issue. The Employee Share Scheme (ESS) cannot be issued with further

shares if that issue would result in the ESS having an interest of more than 5% of the Company’s issued capital.

Shares are issued fully paid in exchange for a loan to the share scheme trust. Dividends paid on the shares are applied towards repaying the debt

between ESS and GLSS and the Group on behalf of the employee of the grower.

Proceeds received along with any employee contributions are credited to share capital when payment for the shares is received.

The ESS and GLSS have a non-beneficial interest in all the shares allocated to employees and growers. Annually the Group reviews the ESS

scheme and decides upon the allocation of further shares and the price at which those shares will be issued to the ESS. Trustees of ESS and GLSS

are appointed for an unspecified term and may be removed by the Company at any time.

Accounting policies

Provision is made for the amount of any dividend declared on or before the end of the period but not distributed at balance date.

22. Dividends

Dividends paid Per share$000s

2023

Total dividend 2023

--

2022

February 2022

$0.135,308

Total dividend 2022

$0.135,308

Dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the dividend

reinvestment plan. No cash dividend payments were made during the year (Dec 2022 - $4.37m).

On 20 January 2022, the directors declared a fully-imputed dividend of $0.13 per share. The dividend was paid 23 February 2022 to those

shareholders on the register at 5pm on 28 January 2022. The dividend reinvestment plan applied with no discount to the strike price.

Seeka dividend policy

Seeka’s dividend policy is to declare and distribute dividends between 65% and 75% of Net Profit After Tax (NPAT) annually in conjunction with

the release of the half year and full year results subject to due consideration of the Board and approval of the banking syndicate.

In addition to this, following agreement by Seeka's Banking Syndicate to amend certain covenants, it is a requirement that dividends will only be paid

if the net leverage ratio banking covenant in the most recent Compliance Certificate does not exceed 3.75:1.00 and they shall be less than or equal to

75% of NPAT for the financial year.

The net leverage ratio is calculated as total net debt less the $46m working capital facility, to adjusted EBITDA.

Adjusted EBITDA is defined as pre IFRS 16 EBITDA, less non-cash gain and losses, extraordinaries, and equity accounted profit or loss.

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57SEEKA LIMITED | ANNUAL REPORT 2023
Accounting policies

The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is available,

unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it reasonably represents

current fair value. Other financial assets designated at fair value through profit or loss are held at their discounted present value of expected

cash flows as it reasonably represents current fair value. The carrying amount of all financial assets has been reviewed at balance date and any

impairment is recognised through the statement of profit or loss.

Investments

This section focuses on how the Group invests in businesses to support Seeka’s core kiwifruit operations, realise synergies

along the produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business

investments to strengthen the benefits delivered to stakeholders and grow shareholder returns.

Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and unlisted

financial assets.

23. Investment in financial assets

New Zealand dollars

2023

$000s

2022

$000s

At 1 January

1,424 2,054

Sale of investment

- ( 253)

Transfer to intangible assets

11

- ( 377)

Movement in fair value of other financial assets


30 -

Share repurchase

( 193) -

At 31 December

1,261 1,424

Unlisted securities designated at fair value through profit or loss

Blackburn General Partner Limited

91 91

Ravensdown Fertiliser Co-operative Limited

261 261

Ballance Agri Nutrients Limited

82 82

OTK Orchards Limited

133 326

Other share holdings

41 41

Other financial assets designated at fair value through profit or loss

Ngati Pukenga

653 623

Total financial assets at fair value through profit or loss

1,261 1,424

Total investment in financial assets

1,261 1,424

All other financial assets measured at fair value are defined as level 3, see note 29.

24. Investment in associates and joint arrangements

a. Investment in associates

Name of entity

Country of

incorporationBusiness activity

Equity holding 31

December 2023

Equity holding 31

December 2022

Kiwifruit Supply Research LimitedNew ZealandNot trading

20%20%

TKL Logistics LimitedNew ZealandPort service

33%33%

Wai O Kaha Gold Landowners Limited PartnershipNew ZealandOrcharding

11%11%

Te Kaha Gold Investment PartnershipNew ZealandOrcharding

33%33%

Fruitometry LimitedNew ZealandAgritech

26%26%

Ngutupiri General Partner LimitedNew ZealandOrcharding

64%64%

TKG Orchard Services LimitedNew ZealandOrcharding

50%50%

Waihau Bay JV Limited PartnershipNew ZealandOrcharding

50%-

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ANNUAL REPORT 2023 | SEEKA LIMITED58
The following table details transactions relating to investments in associates.

New Zealand dollars

2023

$000s

2022

$000s

At 1 January

5,952 3,958

Purchase of investments

100 1,358

Share of profit or loss

282 654

Prior period adjustment

- 500

Impairment of associate

( 1,413) -

Capital distributions received

( 282) ( 518)

Balance at end of year

4,639 5,952

Investments are made in the following associates:

Fruitometry Limited

1,065 2,600

Wai O Kaha Gold Landowners Limited Partnership

1,000 1,000

Ngutupiri General Partner Limited

938 938

TKL Logistics Limited

874 764

TKG Orchard Services Limited

618 506

Te Kaha Gold Investment Partnership

44 144

Waihau Bay JV Limited Partnership

100 -

Total investment in associates

4,639 5,952

In September 2023, the Group invested $0.1m of a total committed investment of $1.1m towards a 50% shareholding in Waihau Bay JV Limited

Partnership, which is a Limited Partnership for a kiwifruit orchard joint investment venture between the Group and several Māori investment

trusts in Waihau Bay.

In December 2022, the Group invested $0.94m of a total committed investment of $1.4m towards a 64% shareholding in Ngutupiri General

Partner Limited, which is a management company for a kiwifruit orchard joint investment venture between the Group and several Māori

investment trusts in Te Kaha, Ōpōtiki. Seeka has influence over the entity but not control, as Seeka's rights are contractually limited, a 75% voting

threshold is required for special resolutions, and Seeka cannot directly impact its returns.

The Group owns a 33% share in TKL Logistics Limited, which is a logistics company that provides services for kiwifruit including transportation,

vessel planning, and ECPI. Historically this company did not build any equity value. However, from 2022 the Group has recognised the value of its

investment equivalent to its share of the TKL Logistics Limited's profits.

Impairment of associates

For the year ended 31 December 2023, an impairment of $1.41m (Dec 2022 – nil) was recognised in relation to Fruitometry Limited, which is

recorded as an investment in associate. Fruitometry is an agri-tech start-up business that was impacted by lower demand than forecast due to

two difficult growing seasons. A discounted cash flow model was used to value the investment and as a result an impairment was recognised. No

further impairment in investments in associates was identified.

The following table summarises the financial information of associates.

New Zealand dollars

Fruitometry

Limited

($000s)

Wai O

Kaha Gold

Landowners

Limited

Partnership

($000s)

Ngutupiri

General

Partner

Limited

($000s)

TKL Logistics

Limited

($000s)

TKG Orchard

Services

Limited

($000s)

Te Kaha Gold

Investment

Partnership

($000s)

Waihau Bay

JV Limited

Partnership

($000s)

Total

($000s)

Summarised statement of

financial position

Current assets

1,052 - - 2,758 825 62 - 4,697

Non current assets

200 11,508 3,118 183 670 253 840 16,772

Total assets

1,252 11,508 3,118 2,941 1,495 315 840 21,469

Current liabilities

88 - - 294 136 38 - 556

Non current Liabilities

386 - - - 26 - - 412

Total liabilities

474 - - 294 162 38 - 968

Net assets

778 11,508 3,118 2,647 1,333 277 840 20,501

Group share of ownership

26%11%64%33%50%33%50%

Summarised statement of

profit or loss

Revenue

612 - - 26,735 1,104 800 - 29,251

Profit

( 472) - - 331 224 546 - 629

Group reported share

of profit or loss

( 122) - - 110 112 182 - 282

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59SEEKA LIMITED | ANNUAL REPORT 2023
Accounting policies

Investment in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and

obligations of each investor, rather than the legal structure of the joint arrangement.

Joint operations

The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred

assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.

Joint ventures

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the statement of financial position.

b. Investment in joint arrangements

Name of entity

Country of

incorporationBusiness activity

Equity holding 31

December 2023

Equity holding 31

December 2022

Apanui Road Orchards Joint VentureNew ZealandOrcharding

42.9%42.9%

The Apanui Road Joint Venture is considered a joint operation based on the following:

–There is equal voting rights and influence;

–There is no investment vehicle that separates the entities from the parties to the arrangement; and,

–The legal form and contractual arrangements through which the investee operates give the parties rights to the individual assets and liabilities

of the investee (rather than the net assets as a whole).

The orchards of Apanui Road Orchards Joint Venture have a finite life, are carried at their fair value and are included in the consolidated financial

statements.

Accounting policies

Associates are entities over which the Group has significant influence, but not control, typically by holding between 20% to 50% of the voting rights in

the entity or exercising significant influence via directors on the Board.

Investments in associates are accounted for using the equity method after initially being recognised at cost and tested annually for impairment.

The Group's share of associates profits or losses are recognised in the statement of profit or loss and the carrying amount of the investment in the

statement of financial position.

Dividends or distributions received from associates are applied to reduce the carrying amount of the investment in the statement of financial position.

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ANNUAL REPORT 2023 | SEEKA LIMITED60
Other notes

This section contains all other note disclosures about the Group.

25. Contingencies

Seeka Limited has an active insurance claim under its Bailees Policy for the associated losses in kiwifruit orchard returns from fruit packed at the

OPAC site in 2022. The claim is being processed by the insurance company.

Any potential settlement will be paid to growers through Seeka Growers Limited. The amount and timing of the settlement at this stage is unknown.

26. Commitments

Capital commitment

At 31 December 2023, the Group was committed to incur capital expenditure of $4.06m (Dec 2022 - $8.00m) and a further $1.41m (Dec 2022 -

$0.46m) for investments in associates. The capital expenditure includes planned expenditure on builds, machinery and automation projects.

Operating lease commitments

The Group recognises right-of-use lease assets for all operating leases, except for short-term and low value leases, in accordance with NZ IFRS 16,

see note 13.

27. Related party transactions

Investment in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries.

Name of entity

Country of

incorporationClass of shares

Equity holding 31

December 2023

Equity holding 31

December 2022

Trading subsidiaries

Aongatete Coolstores LimitedNew ZealandOrdinary

100%100%

AvoFresh LimitedNew ZealandOrdinary

100%100%

Delicious Nutritious Food Company LimitedNew ZealandOrdinary

100%100%

Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary

100%100%

Kiwi Coast Growers (Te Puke) LimitedNew ZealandOrdinary

100%100%

Northland Horticulture LimitedNew ZealandOrdinary

100%100%

OPAC Growers Supply Limited

1

New ZealandOrdinary

100%100%

OPAC Properties LimitedNew ZealandOrdinary

100%100%

Seeka East LimitedNew ZealandOrdinary

100%100%

Seeka OPAC LimitedNew ZealandOrdinary

100%100%

Seeka Share Trustee LimitedNew ZealandOrdinary

100%100%

Seeka Te Puke LimitedNew ZealandOrdinary

100%100%

Little Haven Holdings Pty LimitedAustraliaOrdinary

100%100%

Seeka Australia (Pty) LimitedAustraliaOrdinary

100%100%

Seeka Risk Management LimitedCook IslandsOrdinary

100%0%

Not-trading subsidiaries

CMS Logistics Limited

2

New ZealandOrdinary

69%69%

Eleos LimitedNew ZealandOrdinary

100%100%

Enviro Gro LimitedNew ZealandOrdinary

100%100%

Glassfields (NZ) LimitedNew ZealandOrdinary

100%100%

Guaranteed Sweet New Zealand LimitedNew ZealandOrdinary

100%100%

Kiwifruit Vine Protection Company LimitedNew ZealandOrdinary

100%100%

Nutritious Delicious Food Company LimitedNew ZealandOrdinary

100%100%

Seeka Fresh LimitedNew ZealandOrdinary

100%100%

Seeka Kiwifruit Industries LimitedNew ZealandOrdinary

100%100%

Verified Lab Services LimitedNew ZealandOrdinary

100%100%

Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary

100%100%

1. Liquidated and removed from the Companies Register on 12 January 2024.

2. In liquidation (solvent) as at 31 January 2024, and under notice to be removed from the Companies Register.

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61SEEKA LIMITED | ANNUAL REPORT 2023
Directors

Directors during the period were: F Hutchings, M Brick (retired 20 April 2023), H Cartwright (appointed 1 February 2023), S Cresswell (appointed

1 October 2023), P R Cross, R Farron (resigned 4 August 2023), S Moss, C Tarrant and A Waugh.

Key management and compensation

Key management personnel are all Company directors or executives with the greatest authority for the Group’s strategic direction and management.

The following table details key management personnel compensation.

New Zealand dollars

2023

$000s

2022

$000s

Director fees

605 624

Executive salaries

2,384 2,906

Short term benefits

197 21

Total

3,186 3,551

During the year the Group provided compensation totalling $0.10m (Dec 2022 - $0.21m) to close family members of key management personnel.

All transactions were related to employee remuneration and made on normal employment contract terms and conditions.

Transactions

The following table details the transactions entered with related parties for post-harvest and orchard management services (excluding

transactions outlined and disclosed above).

New Zealand dollars

2023

$000s

2022

$000s

Purchase of services

Directors, key management and other personnel

6 31

Seeka Growers Limited and OPAC Growers Limited

The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues received for the

New Zealand business on behalf of supplying growers, and Avofresh Limited, a related party which administers all avocado revenues for the New

Zealand business on behalf of supplying growers.

In the current period the Group received $148.01m (Dec 2022 - $189.58m) for the provision of services to SGL and $2.05m (Dec 2022 - $2.51m)

for the provision of services to Avofresh Limited.

In 2023, the Group did not receive anything for the provision of services to OGL relating to kiwifruit harvested in 2022 (Dec 2022 - $0.88m).

Investments in associates

The Group undertakes transactions with its associates as described in note 24, in the regular course of business and with normal commercial

terms and conditions. In the current period the Group received $6.80m (Dec 2022 - $6.76m) from these transactions with associates, for the sale

of goods and services, with $2.69m (Dec 2022 - $0.68m) outstanding and owed to the Group at balance date.

In the current period the Group paid $1.38m (Dec 2022 - $0.10m) to associates for the purchase or provision of goods and services, with $0.21m

(Dec 2022 - $0.03m) outstanding and due to them at balance date.

Entities controlled or jointly controlled by key management personnel

The Group undertakes transactions with entities where its key management personnel are deemed to either control or have joint control over

their operations. In the current period the Group paid $2.04m (Dec 2022 - $4.93m) to these entities, for the purchase or provision of goods and

services, with no outstanding balance due to them at balance date (Dec 2022 - Nil). In the current period the Group received $1.48m (Dec 2022

- Nil) from these entities, for the sale or provision of goods and services, with $0.41m (Dec 2022 - $0.13m) outstanding and due to Seeka Limited

at balance date.

Terms and conditions

All related party transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured

and are repayable in cash.

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ANNUAL REPORT 2023 | SEEKA LIMITED62
28. Risk management

The Group’s activities expose it to a variety of risks specific to producing

and selling horticultural crops, along with corporate financial risks related

to credit, liquidity and capital risk. The Group operates a comprehensive

risk assessment and mitigation programme through its Audit and Risk

Committee.

The Group's policy is to ensure that the Group creates value and

maximises returns to its shareholders and benefits for other stakeholders,

as well as ensuring that adequate financial resources are available for the

development of the Group’s business whilst managing its financial risks.

a. Risk management strategies related to orcharding,

post-harvest and retail operations

Horticultural operations expose the Group to risks to production and

market returns. The main short-term production risks are weather

events, diseases, and pests. These impact on volume and quality of

produce from the Group's orchards, volumes to post-harvest (both

from Group orchard operations and independent growers) and

volumes available to the retail business.

Market risks include price and exchange rate impact on orchard

operations (the amount the Group is paid for crops grown by the

Group) and impact on retail revenues where the Group imports and

sells produce, mainly bananas. The exchange rate risk on imports is

managed through the use of foreign exchange contracts to match

known and planned purchases. Market risks do not directly impact on

post-harvest operations, as charges are normally set prior to harvest

and deducted before sales revenues are paid to supplying growers.

The Group operates in five regions spread over two countries; New

Zealand's Northland, Coromandel, Gisborne and the Bay of Plenty

regions, and in Australia's Mundoona region of Victoria. Main produce

lines are kiwifruit, nashi pears, European pears, avocado and Kiwiberry,

with small production of other temperate-climate fruits. Group retail

activities are in New Zealand (including imported tropical produce),

Australia, Asia, Europe and the USA. The Group's geographical,

product and market spread limits the impact on Group operations from

an adverse event occurring in a specific region, produce or market. To

further mitigate risks, the Board uses the following strategies.

Production risks - weather events, disease and pests

The Group follows industry best practice to mitigate production risks.

This includes orchard management practices to optimise production from

Group orchards, and extensive planning to ensure post-harvest and retail

services are suitably resourced to manage each season's crop volumes.

In New Zealand the major climatic risks are hail, frost, storm damage and

drought.

–Hail events are typically highly localised, and for kiwifruit the Group has

access to industry hail insurance for its orchard operations, plus top-up

payments from a Seeka Growers Limited hail insurance programme.

–Frost events are typically regional, and the Group advocates best-

practice crop protection, including active frost management on kiwifruit

orchards operated by the Group and other growers supplying the

Group's post-harvest operations.

–Storm events are typically regional, and the Group advocates

best-practice crop protection, including shelter belts on all orchards

operated by the Group and other growers supplying the Group's post-

harvest operations.

–Drought events are typically regional, and the Group has invested

in irrigation in many of its orchards. The Group is also investing in

localised weather measurement on its orchards.

In Australia, the major climatic risks are drought, hail and fire. As the

owner or manager of all orchards supplying its Australian operations,

the Group actively manages climatic risks of its total production base.

The orchards are located on three sites in the Mundoona region.

–Drought events are typically regional, and to secure adequate

irrigation, the Group has purchased long-term water shares from a

reliable irrigation programme.

–Hail events are typically localised, and the Australian orchards are

geographically spread to reduce risk of total loss.

–Fire risk is typically from serious grass wild-fire occurring during

periods of extreme weather, with the Country Fire Authority

responsible for risk assessment and management of fire events.

The Group takes all practical steps to internally manage fire risk

including removing excess vegetation from Group properties.

All horticultural undertakings are susceptible to disease and pest

incursions. The kiwifruit vine disease Pseudomonas syringae

pv. actinidiae (Psa) is widespread throughout New Zealand and

Australia, and is being actively managed. Seeka has moved to contain

the outbreak and works to proactively monitor the orchards. The

Queensland fruit fly and brown marmorated stink bug are potential

threats to the horticulture industry. To minimise the risk of crop loss

the Group monitors its orchards and undertakes recognised spray

programmes to protect crops to the fullest extent possible. Seeka also

relies on the Ministry for Primary Industries to protect New Zealand's

borders from introduced diseases.

Climate change

As a horticultural based business, Seeka is exposed to the long-term

impact of climate change through potential reduced production crop

yields. In addition to responding to weather events, future regulatory

change may impact Seeka through revised policies that limit the use

of chemical inputs on orchards, require soil monitoring and reporting,

introduce carbon taxes, and implement water restrictions.

To respond to this Seeka;

–Has a Board Sustainability Committee to assist in governance;

–Is measuring its carbon footprint, has set reduction targets, and

implemented carbon-reduction initiatives;

–Is actively engaged in developing orchard management practices to

measure the environmental impact on orchards; and

–Ensures new developments undertaken by Seeka include water

accessibility as part of the development design, whether via stream

access, onsite storage, or developing wetlands.

Market returns

New Zealand kiwifruit

The Group has no direct market risk from the sale of kiwifruit

harvested from lease operations, as all export marketing activities

beyond Australia are undertaken by Zespri Group Limited (Zespri)

under statutory regulations. The Group, however, is impacted by the

level of Zespri's market returns which impact on the Group's orchard

profitability. The Group monitors Zespri returns and uses modelling

techniques to analyse current and projected orchard income. This

information is used when setting Group budgets and orchard lease

terms.

New Zealand avocado and Kiwiberry

The Group has a direct market risk from the sale of avocado and

Kiwiberry, with half of Kiwiberry sales and all avocado sales managed

by the Group's retail operations. The Group forecasts seasonal supply,

monitors market conditions, develops a sales programme around

the needs of key retailers and controls product quality and supply to

optimise market access and returns. This information is used when

setting Group budgets and orchard lease terms.

The Group has no direct currency risk from export sales as it does not

own the products but acts as the growers’ agent.

Imported tropical produce

The Group has direct market, price and currency risk from imported

fruit produce (banana, pineapple and papaya) where the Group

imports fruit produce for sale as the principal through its supply

and sale contracts. The Group may hedge up to the total known and

projected cash flows to manage exchange risk. The Group has no

material direct price and currency risk from imported fruit produce

where the supply agreement enables the Group to amend its purchase

price according to trading conditions.

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63SEEKA LIMITED | ANNUAL REPORT 2023
Australian produce

The Group has a direct market and price risk from the sale of all Australian product which is managed by the Group's Australian operations. As

one of the largest growers and suppliers of Australian kiwifruit and nashi pears, the Group has developed strong relationships with key retailers.

The Group forecasts seasonal supply, monitors market conditions, develops a sales programme around the needs of key retailers and controls

product quality and supply to optimise market access and returns.

Seeka Australia is the Group’s single international operation, exposing the Group to the Australian dollar. Foreign exchange risk includes future

commercial transactions, assets, liabilities and net investments. Currency exposure from net assets is managed through borrowings in Australian

dollars, see note 17.

b. Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers,

including outstanding receivables, derivative financial instruments and committed transactions.

The maximum credit risk is the financial loss to the Group if counterparties fail to discharge a contractual obligation. The Group's maximum

exposure is the carrying amount of the respective recognised financial assets as stated in the statement of financial position.

For banks and financial institutions, only registered banks or their subsidiaries are accepted. The Group does not generally require any collateral or

security to support financial instruments due to the quality of the financial institutions.

For customers, including outstanding receivables, the Group deals predominantly with growers for which it receives payment for post-harvest

services directly from Seeka Growers Limited. Credit risk is therefore not considered significant.

Trade receivables

The Group applies the NZ IFRS 9 Financial Instruments (NZ IFRS 9) simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables. Management factors in forward-looking information, including future crop and return forecasts,

and the macro economic environment when assessing the recoverability of trade receivables. Many outstanding receivables relate to debtors where

balances are secured by future crop returns. No adjustments were made to the assessment as a result of these factors.

To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are based on the payment

profiles of sales over a 12 month period before 31 December 2023 and the corresponding historical credit losses during this period, adjusted for any

significant known amounts that are not recoverable. Management identifies any non-recoverable debts through regular conversations with debtors.

On that basis, the following table details the provision for doubtful debts.

31 December 202331 December 2022

More than

30 days

past due

More than

60 days

past due

More than

120 days

past due

2023

Total

More than

30 days

past due

More than

60 days

past due

More than

120 days

past due

2022

Total

Expected loss rate

0.5%0.8%1.1%0.0%0.1%0.2%

Gross carrying amount -

trade receivables ( $000s)

1,090 775 6,297 8,162 1,600 557 1,765 3,922

Loss allowance ( $000s)

4562711-34

New Zealand dollars

2023

$000s

2022

$000s

At 1 January

243 247

Movement in the current year

19 ( 4)

At 31 December

262 243

Calculation for loss allowance

Loss allowance per NZ IFRS 9

71 4

Specific debtor provision(s)

191 239

At 31 December

262 243

c. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.

The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to ensure

that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity

requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.

When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.

At balance date, the Group had $200.79m (Dec 2022 - $210.56m) of available credit of which $177.58m (Dec 2022 - $151.26m) was drawn. All

credit lines are currently provided by a bank syndicate comprised of five lenders across New Zealand and Australia, where Westpac New Zealand

Limited acts as the syndicate agent lender, security trustee and lead lender.

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ANNUAL REPORT 2023 | SEEKA LIMITED64
The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.

New Zealand dollars

Less than

1 year

$000s

Between

1 and 2

years

$000s

Between

2 and 5 years

$000s

Over

5 years

$000s

At 31 December 2023

Trade and other payables

25,278 - - -

Lease liabilities

9,941 9,366 15,732 29,723

Interest bearing liabilities

49,291 59,970 68,322 -

Total contractual maturities

84,510 69,336 84,054 29,723

At 31 December 2022

Trade and other payables

32,778 - - -

Lease liabilities

9,631 8,361 17,400 34,673

Interest bearing liabilities

22,870 78,072 50,000 -

Total contractual maturities

65,279 86,433 67,400 34,673

d. Capital risk

Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital structure to

support its business, maximise shareholder value, and the benefits delivered to other stakeholders.

The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or selling assets.

The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.

The following table details the Group’s shareholder equity ratio at balance date.

New Zealand dollars

2023

$000s

2022

$000s

Total shareholder funds

259,949 270,943

Total assets

548,811 547,869

Shareholder equity ratio

47.37%49.45%

The Group is subject to, and monitors, financial covenants imposed by its lenders, including maintenance of equity ratios, net leverage ratios,

and earnings times interest cover. At no stage during the year did the Group breach any of its lending covenants. The Group, however, obtained

agreement from its banking syndicate in June 2023 to modify two of it covenants (net leverage and interest cover) to 31 December 2024.

e. Price risk - equity securities

The Group has minor exposure to equity securities price risk through incidental investments classified in the statement of financial position as

investment in financial assets. The majority of these investments are in industry-related entities, only some of which are publicly traded.

A 10% increase or decrease in equity investments with all other variables held constant, has minimal impact on the Group's profit and equity

reserves.

The Board periodically reviews the performance and strategic benefits of these investments. No other formal risk management procedures are

deemed necessary.

The change in the fair value of an investment is recorded through comprehensive income whenever a previous revaluation reserve balance is

available. When no such reserve exists, any related loss is processed directly in the statement of profit or loss, otherwise available reserves are

utilised to offset the loss.

f. Cash flow interest rate risk

The Group's cash flow interest rate risk arises primarily from short and long-term variable rate borrowings from financial institutions. The Board

continuously reviews term borrowings and uses interest rate swaps to hold a portion of borrowings at fixed rates; these are designated as effective

hedging instruments and hedge accounting is applied.

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65SEEKA LIMITED | ANNUAL REPORT 2023
The following table outlines the expected undiscounted cash flows relating to the Group's outstanding term and current debt at balance date.

New Zealand dollars

Between

0 and 3

months

Between

3 and 6

months

Between

6 and 12

months

Between

1 and 2

years

Between

2 and 5

years

Over

5

years

At 31 December 2023

Expected undiscounted cash flows based

on current market interest rates ($000s)

2,953 2,953 5,905 4,537 376 -

Floating rate

7.23%

Average term rate

6.64%

At 31 December 2022

Expected undiscounted cash flows based

on current market interest rates ($000s)

2,183 2,183 4,367 3,350 250 -

Floating rate

5.96%

Average term rate

5.74%

29. Determination of fair values of financial and non-financial assets and liabilities

The following table analyses assets and liabilities carried at fair value.

The different levels are defined as:

–Level 1: quoted prices (unadjusted) in active markets for identical

assets or liabilities that the entity can access at the measurement

date.

–Level 2: inputs other than quoted prices included in level 1 that are

observable for the asset or liability, either directly or indirectly.

–Level 3: unobservable inputs for the asset or liability that have to

be developed to reflect the assumptions that a market participant

would use when determining an appropriate price.

New Zealand dollars

Level 1

$000s

Level 2

$000s

Level 3

$000s

Total

$000s

Biological assets - crop at fair value

- - 235 235

Irrigation water rights

- 231 - 231

Land

- - 47,236 47,236

Buildings

- - 223,608 223,608

Other financial assets

- - 653 653

Derivatives used for hedging (asset)

- 1,249 - 1,249

The following table details interest rate and price sensitivity of the Group’s financial assets and liabilities and their impact on the statement of profit

or loss or equity. Cash and advance balances do not attract interest and are not subject to pricing risk, and are therefore excluded from this analysis.

Interest rate riskPrice risk

Carrying

amount

$000s

-1 %+ 2%- 10%+ 10%

New Zealand dollars

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

At 31 December 2023

Financial assets

Current and non current trade

and other receivables

35,971 - - - - ( 3,597) ( 3,597) 3,597 3,597

Investment in financial assets

1,261 - - - - ( 126) ( 126) 126 126

Derivative assets

1,249 - ( 1,690) - 2,994 - - - -

Financial liabilities

Trade and other payables

25,278 - - - - - - - -

Current interest bearing liabilities

49,291 493 493 ( 986) ( 986) - - - -

Non-current interest bearing

liabilities

128,292 1,283 1,283 ( 2,566) ( 2,566) - - - -

Total increase / (decrease)

1,776 86 ( 3,552) ( 558) ( 3,723) ( 3,723) 3,723 3,723

At 31 December 2022

Financial assets

Current and non current trade

and other receivables

38,246 - - - - ( 3,825) ( 3,825) 3,825 3,825

Investment in financial assets

1,424 - - - - ( 142) ( 142) 142 142

Water shares

5,399 - - - - - ( 540) - 540

Derivative assets

3,438 - ( 1,167) - 2,300 - - - -

Financial liabilities

Trade and other payables

32,778 - - - - - - - -

Current interest bearing liabilities

22,870 229 229 ( 457) ( 457) - - - -

Non-current interest bearing

liabilities

128,072 1,281 1,281 ( 2,561) ( 2,561) - - - -

Total increase / (decrease)

1,510 343 ( 3,018) ( 718) ( 3,967) ( 4,507) 3,967 4,507

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ANNUAL REPORT 2023 | SEEKA LIMITED66
The reconciliations for level 3 fair value requirements are shown.

–Land and buildings (note 10)

–Biological assets - crop (note 12)

–Other financial assets (note 23)

The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as the key

unobservable inputs used in the valuation models.

TypeFair valueMethodKey unobservable inputs

How unobservables

impact estimated fair

value

Biological assets -

crop at fair value

Includes New Zealand

avocados and Australian

plums and speciality pears.

$ 0.24 mEstimated market value less selling

costs and costs to market (have

achieved sufficient biological

transformation). See note 12.

Forecast yields.

Market sales price.

Costs to harvest.

Increases with yields.

Increases with price.

Decreases with higher

costs.

Land and buildings$ 270.84 mAn annual revaluation is used

to estimate fair value, which is

performed, at a minimum, on

approximately one third of land and

buildings on a rolling 3-year cycle

by an independent valuer using

three different approaches; sales

approach, capitalisation of rents

approach and discounted cash flow

approach. See accounting policies

below and note 10 for further

details.

Comparative market

rents and applicable

discount rate.

Comparative market

sales.

Current level of building

costs.

Increases with market

rental, and lower

discount rates.

Increases with market

sales.

Increases with building

costs.

Other financial assets$ 0.65 mCalculating the present value

of expected cash flows using

contractual interest rates, expected

repayment dates and discount rate.

Repayment dates.

Discount rates.

Increases with an earlier

repayment date.

Increases with a lower

discount rate.

Accounting policies

Financial assets, liabilities and instruments

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. Fair value

measurements are categorised into a three-level hierarchy, based on the types of inputs to the valuation techniques used.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and investment in shares) is based

on quoted market prices at balance date (level 1 inputs). The quoted market price used for financial assets held by the Group is the current bid

price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using

valuation techniques (level 2 inputs). The Group uses the appropriate method and makes assumptions that are based on market conditions at

each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held.

The fair value of interest rate swaps are calculated as the present value of the estimated future cash flows. Other techniques, such as estimated

discounted cash flows, are used to determine fair value for the remaining financial instruments.

Trade receivable and payables

The carrying value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values due to

their short term nature. The fair value of financial assets and liabilities with unobservable inputs (level 3), reflects the assumptions that market

participants would use when determining an appropriate price; additional disclosure is provided for the inputs and assumptions used in such

cases.

Land and buildings

Fair value is based on an annual revaluation, which is performed on land and buildings based on at least a rolling three-year cycle by an

independent valuer, with a minimum of one third of land and buildings assets valued each year using three different approaches as described in

note 10.

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67SEEKA LIMITED | ANNUAL REPORT 2023
30. Derivative financial instruments

New Zealand dollars

2023

$000s

2022

$000s

Assets

Interest rate swap contracts and forward exchange contracts - cash flow hedge

1,249 3,438

Group bank loans currently bear an average variable interest rate of 8.0% (Dec 2022 – 5.8%), with the Group using interest rate swaps to protect

the term portion of the loans.

Swaps cover 61% (Dec 2022 - 61%) of the term liabilities at balance date and are classified as held for trading or as cash flow hedges.

Cash flow hedges

The following table details the interest rate swaps.

Term loan

Amount

$000sVariable rateLoan maturity

Hedge fixed rate

excluding bank

margin

Hedge

effective dateHedge expiry

NZD $28m

28,000 8.40%

31 January 2025

2.70%

10 May 202231 January 2024

NZD $50m

50,000 8.64%

31 January 2026

2.89%

10 May 202231 January 2025

NZD $20m

20,000 8.40%

31 January 2025

4.12%

31 January 202431 January 2026

NZD $50m

50,000 8.42%

31 January 2026

4.10%

31 January 202531 January 2028

Total (NZD)

148,000

All interest rate swaps are on a hedge ratio ranging from 0.5 : 1.0 to 1.0 : 1.0 basis with the associated term loan value.

The following table details the forward exchange contracts.

Term loan

Amount LCY

$000sSpot rateHedge fixed rateHedge expiry

2023

AUD -NZD hedges

1,412 0.9279 0.9040

7 February 2024

USD - NZD hedges

200 0.6340 0.5874

26 January 2024

NZD - EUR hedges

337 0.5724 0.5992

29 February 2024

NZD - USD hedges

2,395 0.6340 0.6438

4 January 2024

NZD - AUD hedges

2,000 0.9279 0.7544

30 January 2024

2022

NZD - AUD hedges

2,674 0.9366 0.9000

29 December 2023

USD - NZD hedges

116 0.6335 0.6456

13 January 2023

The fair values of the interest rate swaps and forward exchange contracts are determined by Westpac New Zealand Limited and reviewed by the Board.

The gains and losses are recognised in the statement of comprehensive income.

Hedge effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and through annual prospective effectiveness assessments to ensure

that an economic relationship exists between the hedged item and hedging instrument.

The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment dates,

maturities and notional amount. The Group enters into foreign exchange contracts where purchases or receipts are expected to be settled in that

foreign currency. The Group does not hedge 100% of its loans or foreign exchange contracts.

Hedge ineffectiveness may occur due to:

–the credit value/debit value adjustment on the interest rate swaps which is not matched by the loan,

–differences in critical terms between the interest rate swaps and loans, or,

–trading ceases to exist in the foreign currency.

There was no material ineffectiveness during 2023 or 2022 in relation to the interest rate swaps or foreign exchange contracts.

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ANNUAL REPORT 2023 | SEEKA LIMITED68
31. Financial instruments summary

The following table categorises the Group's financial assets.

New Zealand dollars

Financial assets

at amortised

cost

$000s

Financial assets

at fair value

through profit

or loss

$000s

Total

$000s

At 31 December 2023

Cash and cash equivalents

5,207 - 5,207

Trade and other receivables excluding prepayments

27,011 - 27,011

Non current trade and other receivables excluding prepayments

3,367 - 3,367

Derivative financial instruments

- 1,249 1,249

Investment in financial assets

- 1,261 1,261

Total financial assets at 31 December 2023

35,585 2,510 38,095

At 31 December 2022

Cash and cash equivalents

3,554 - 3,554

Current trade and other receivables excluding prepayments

29,944 - 29,944

Non current trade and other receivables excluding prepayments

5,099 - 5,099

Derivative financial instruments

- 3,438 3,438

Investment in financial assets

- 1,424 1,424

Total financial assets at 31 December 2022

38,597 4,862 43,459

Accounting policies

Derivative financial instruments and hedging

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value

at each balance date. The resulting gain or loss is recognised as a financing cost in profit or loss immediately unless the derivative is designated and

effective as a hedge instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

Hedge accounting

The Group designates certain derivatives as cash flow hedges. At the inception of the hedge relationship the Group documents the relationship

between the hedging instrument and hedged item, along with its risk management objectives and its strategy for undertaking various hedge

transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is

used in a hedging relationship is highly effective in offsetting changes in cash flows of the hedged item.

Cash flow hedge

Hedge accounting is discontinued when the Group revokes the hedge relationship, the hedging instrument expires or is sold, terminated, exercised

or no longer qualifies for hedge accounting. When a hedging instrument expires, is sold, or no longer meets the criteria for hedge accounting, any

cumulative gain or loss existing in equity at that time remains in other comprehensive income and is recognised when the forecast transaction is

ultimately recognised in the statement of profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss

that was reported in comprehensive income is immediately transferred to the statement of profit or loss within other gains / (losses).

Derivatives and financial instruments

The Board uses judgement in selecting an appropriate valuation technique for financial instruments not quoted in an active market. Valuation

techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions are based on quoted market

rates and reliance placed on quotes provided by Westpac New Zealand Limited.

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69SEEKA LIMITED | ANNUAL REPORT 2023
Accounting policies

The Group classifies its financial instruments in the following categories in accordance with NZ IFRS 9:

–amortised cost for financial assets and liabilities,

–assets at fair value through other comprehensive income (FVOCI),

–assets at fair value through profit or loss (FVTPL),

–liabilities at fair value through profit or loss, and

–other financial liabilities.

The classification of financial assets and liabilities under NZ IFRS 9 is generally based on the business model in which the financial instrument is

managed and its contractual cash flows characteristics.

On initial recognition, a financial instrument is classified as measured at amortised cost, FVOCI and FVTPL.

Financial instruments are not reclassified subsequent to their initial recognition unless the Group changes its business model in which case all

affected financial instruments are reclassified on the first day of the first reporting period following the change in the business model.

A financial instrument is measured at amortised cost if it meets both of the following conditions and is not designated at FVTPL:

–it is held with the objective to collect contractual cash flows; and

–its contractual terms give rise on specified dates to cash flows that are solely for the payments of principal and interest on the principal amount

outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the

investment’s fair value in other comprehensive income. The election is made on an investment by investment basis.

All financial instruments not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.

The following table categorises the Group's financial liabilities.

New Zealand dollars

Financial

liabilities at

amortised cost

$000s

Total

$000s

At 31 December 2023

Trade and other payables

25,278 25,278

Current interest bearing liabilities

49,291 49,291

Non current interest bearing liabilities

128,292 128,292

Total financial liabilities at 31 December 2023

202,861 202,861

Financial liabilities as at 31 December 2022

Trade and other payables

32,778 32,778

Current interest bearing liabilities

22,870 22,870

Non current interest bearing liabilities

128,072 128,072

Total financial liabilities at 31 December 2022

183,720 183,720

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ANNUAL REPORT 2023 | SEEKA LIMITED70
Grant Thornton New Zealand Audit Limited

L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 (0)9 308 2570

www.grantthornton.co.nz





Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Seeka Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Seeka Limited (the Company), including its subsidiaries (the Group) on pages 24

to 69 which comprise the Group’s statement of financial position as at 31 December 2023, and the statement of profit or loss,

statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and

notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Group

as at 31 December 2023 and of its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board and International Financial Reporting Standards (IFRS).

Basis for Opinion

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

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in

accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including

International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board

and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants

(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of agreed upon procedures in respect to the debt covenant

compliance certificate. Subject to certain restrictions, partners and employees of our firm may also deal with the Group on

normal terms within the ordinary course of trading activities of the business of the Group. These matters have not impaired our

independence as auditor of the Group. The firm has no other relationship with, or interest in, the Group.










Independent Auditor’s Report


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71SEEKA LIMITED | ANNUAL REPORT 2023


Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.


Key Audit Matters

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

statements of the current period. These matters were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

Our procedures to address the key audit matter

Goodwill Impairment assessment


As disclosed in note 11 of the financial statements,

the carrying amount of the Group’s goodwill

amounting to $20.2 million, is included within one

cash generating unit (CGU) as at 31 December 2023.


In addition to the above, the carrying amount of the

Group’s net assets as at 31 December 2023 was

$259.9 million whilst the market capitalisation of the

Group was $107 million. This is an indicator of

impairment and required additional analysis and

interpretation.

The impairment assessment is a key audit matter due

to significant level of judgement involved in

determining the methodology and assumptions used

in the testing.


To determine whether the carrying value of goodwill

and all its CGUs is reasonable, management

performed an impairment assessment on a value-in-

use (VIU) basis.


Impairment tests prepared by management were

based on discounted cashflow models using Board

approved budgets for the year ending 31 December

2024 and combined with forecasted cashflow for

subsequent years. The Board approved budgets have

been allocated to the CGUs to meet the requirements

of NZ IAS 36 Impairment of Assets.


The key assumptions in assessing the CGUs carrying

value were as follows:

- Annual EBITDA growth rate;

- The terminal value growth rate; and

- The pre-tax discount rate

Refer to note 11 in the financial statements for

disclosures on the key assumptions and impairment

assessments of the carrying value of the CGUs.

The procedures we performed to evaluate the Goodwill impairment

assessments included:


- assessed whether the methodology adopted was

consistent with accepted valuation approaches of NZ IAS

36 Impairment of Assets;


- evaluated the Group’s determination of CGUs and

whether they were appropriate;


- obtained management’s impairment assessments and

tested the mathematical accuracy of the VIU calculations;


- challenged management’s assumptions and estimates

used to determine the recoverable value of its CGUs,

including but not limited to those relating to forecasted

revenue, expenditure and discount rates applied;


- compared the forecast cash flows used for the year

ending 31 December 2024 to the Board approved budget

and five-year plan;


- assessed the Group’s forecasting accuracy by

comparing historical forecasts to actual results;


- engaged our own internal valuation experts to evaluate

the logic of the VIU calculation and the inputs to the

calculation of the discount rates applied, including

evaluating the forecasts, inputs and any underlying

assumptions with a view to identifying management bias,

performing sensitivity analysis across a range of

reasonably possible changes in key assumptions;


- assessed whether there were any material movements in

assumptions between 30 November 2023 test date to

the 31 December 2023 balance date; and


- we audited the disclosures in the financial statements to

ensure they are compliant with the requirements of the

relevant accounting standards.


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ANNUAL REPORT 2023 | SEEKA LIMITED72


Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

Valuation of land and buildings


As disclosed in note 10 of the financial statements,

the Group has a policy of revaluing its land and

buildings on at least a three-year rolling cycle

(excluding assets under construction), with

approximately one-third of the properties revalued at

each balance date by an independent external valuer

using three different methods to arrive at a fair value.


Desktop valuations are performed internally for out of

cycle land and buildings only when material

movements exist.


The inclusion of land and buildings' valuation as a key

audit matter arises from the substantial judgment

involved in the valuations.


As at 31 December 2023, 52% of the portfolio value

was externally revalued.


A desktop valuation was conducted for the remaining

land and buildings, utilising the external third-party

valuations mentioned above as a benchmark, along

with recent market data.


The total value of the Group’s land and buildings as at

31 December 2023 is $270.8 million.

We evaluated the appropriateness of the fair value of the Group’s

property held at year end by completing the following:


- obtained and agreed the schedule of revalued property to

the respective independent valuation reports, performed

by valuation experts;


- evaluated the qualifications and work of each valuation

expert;


- engaged with our internal valuation specialist to scrutinize

the efforts of third-party valuers and evaluate the validity

of assumptions made, including but not limited to

capitalisation and discount rate, reviewed the desktop

valuations performed by management and benchmarked

the assumptions against the third-party valuations noted

above;


- confirmed each property valuation was performed in

accordance with appropriate accounting standards for use

in determining the carrying value as at 31 December

2023;


- assessed whether there were any material movements in

assumptions between 30 November 2023 test date to the

31 December 2023 balance date;


- recalculated the revaluation adjustment to be recorded for

the year of each revalued property as at 31 December

2023; and


- we audited the disclosures in the financial statements to

ensure they are compliant with the requirements of the

relevant accounting standards.


Other information

The Directors are responsible for the other information. The other information comprises the sections Introducing Seeka,

Financial review, Focus on sustainability, Governance and Directory, but does not include the financial statements and our

auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a

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

Directors’ responsibilities for the Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the financial statements in

accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New Zealand

Accounting Standards Board, and for such internal control as the Directors determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

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73SEEKA LIMITED | ANNUAL REPORT 2023


Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

In preparing the financial statements, the Directors are responsible on behalf of the Group for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but

to do so.

Auditor’s responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External

Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1/

Restriction on use of our report

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

state to the Company’s shareholders, as a body those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinion we have

formed.


Grant Thornton New Zealand Audit Limited




Yasin Mohammed

Partner

Auckland

28 February 2024

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ANNUAL REPORT 2023 | SEEKA LIMITED74
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Governance

75SEEKA LIMITED | ANNUAL REPORT 2023
Governance

76 Corporate governance statement

86 Board of directors

88 Interests register

89 Directors’ interests in Seeka Limited securities

90 Subsidiary companies

92 Employee remuneration

93 Other disclosures

94 Securities statistics

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ANNUAL REPORT 2023 | SEEKA LIMITED76
Corporate governance statement

As at 31 December 2023

At Seeka we conduct our business safely and ethically within the legal and regulatory framework so we can deliver the best outcomes for our growers,

clients, employees, shareholders, customers and the communities we operate in.

Seeka’s Board and management are committed to best practice governance and Seeka has adopted the recommendations in the NZX Corporate

Governance Code, 1 April 2023 (the Code). Our practices are set out in this corporate governance statement. The Board regularly reviews Seeka's

corporate governance structures against the eight principle recommendations in the Code, and considers Seeka's practices and procedures

substantially meet Code recommendations. Any exceptions are noted in this governance statement, and listed on page 85 of this annual report.

Seeka's governance policies are available on Seeka's website, see Seeka.co.nz/corporate-governance.

The Board approved this governance statement on 28 February 2024.

Principle 1. Ethical Standards

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being

followed throughout the organisation.”

Seeka commits to high ethical standards in all dealings undertaken by the Group’s directors, employees and suppliers. We are a produce business that

connects growers with customers. Our business spans cultural, regulatory, and country boundaries, and our directors and management understand

that high ethical standards deliver the best outcomes for our growers, clients, employees, shareholders, customers and communities.

Our commitment to ethical dealings is captured by Seeka’s core brand attribute “founded on relationships.”

Seeka’s Code of Ethics is included in employee induction packs, is available on Seeka’s intranet, and the code's principles and objectives are

promoted, with Seeka's Board reinforcing the company's expectations that employees will follow the highest standards of ethical behaviour. The code

outlines how directors and management are to consistently act with honesty and integrity, and model high ethical standards to all employees and

stakeholders, adhering to the principle “we do what we say and are accountable for what we do.”

The Code of Ethics provides clear guidance on:

• Conflicts of interest

• Proper use of Seeka information, assets and property

• Conduct, valuing individuals' differences and respecting all stakeholders

• Dealing with gifts or gratuities

• Whistle blowing for safe reporting of potential wrong doing

• Compliance with laws and Seeka policies

• Managing breaches of Seeka’s Code of Ethics

Seeka also has a strict Insider Trading Policy that applies to the Seeka team of directors, officers, senior managers and all employees, that prohibits

team members from direct or indirect dealing in Seeka financial products when holding inside information, plus a duty of confidentiality that protects

the dissemination and use of confidential company information.

The Insider Trading Policy defines black-out periods during which restricted persons (defined below) are prohibited from trading in Seeka shares

unless provided with a specific exemption by the Board. Each black-out period starts 30 days prior to, and finishes the first trading day after, key

events; being the half-year and full-year balance dates, and the release to the NZX of any announcement relating to an offer in Seeka shares.

Restricted persons includes all directors, executive officers, members of the management executive team and their administrative staff, any trusts

and companies controlled by such persons, and advisors. The policy also specifies that Seeka team members should not engage in short-term trading.

Prior to trading in Seeka shares, directors must notify the chair of the Board, and the chair must notify the chair of the audit and risk committee.

No breaches of the Code of Ethics or Insider Trading Policy were reported in the year.

Principle 2. Board Composition and Performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

Seeka’s Board commits to acting in the best interests of the company, to deliver benefits to stakeholders and grow shareholder returns.

Board charter and responsibilities

The Board Charter sets out the Board’s structure, appointments, remuneration, committees and process for performance review, along with the duties

and responsibilities of the Board and chief executive officer. Seeka’s Board is primarily responsible for:

• Robust and effective health and safety systems and standards that fully comply with relevant legislation

• Compliance with the Financial Markets Authority (FMA) and NZX Listing Rules

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77SEEKA LIMITED | ANNUAL REPORT 2023
• Meeting obligations under environmental, social and governance (ESG) principles

• Establishing key corporate objectives and strategies

• Monitoring management’s implementation of Seeka’s strategies

• Approving budgets and monitoring financial performance

• Ensuring the Group uses adequate risk-management strategies

• Issuing clear written delegation to the chief executive officer including detailing their responsibilities

• Ensuring timely and transparent stakeholder and market communication

The Board follows NZX corporate governance rules, including the directors' fiduciary duties to act in the Group's best interests, to exercise due skill

and care, and to comply with the Board charter and Group policies, procedures and codes, including ethics, insider trading and disclosures of trading

in Group shares. As required, directors are able to seek independent advice to aid decision making and have access to the external auditors without

management present.

The Board delegates to the chief executive officer to lead and manage Seeka’s operations, including being the company’s principal representative. The

chief executive officer is not a Board member.

Board composition

Seeka’s Company Constitution specifies that the Board has a minimum of three and a maximum of seven directors, with provision for an eighth to be

appointed between annual shareholder meetings for Board succession planning. This occurred on 1 February 2023, when non-independent director

Hayden Cartwright was appointed to the Board. At the annual shareholders meeting on 20 April 2023, shareholders elected Hayden Cartwright, and

non-independent director Martyn Brick retired, at which point the Board reverted to seven directors.

Directors are to contribute a mix of complementary skills that support Seeka’s objectives and strategies, with at least two being independent, and at

least two ordinarily residing in New Zealand. To maintain proper separation between governance and management, all directors are non-executive

and the constitution has no provision for a managing director.

Seeka’s Board is led by the independent chair Fred Hutchings. In the periods from 1 January to 1 February, from 20 April to 4 August, and since 1

October 2023, the Board has had a majority of independent directors. The following table outlines the transitions in Board composition in 2023.

Period

Number of

directors

Independent

directorsMajorityReason for change

1 January to 1 February74Ye s

1 February to 20 April84Even splitAppointment of non-independent director Hayden Cartwright on 1 February

20 April to 4 August74Ye sResignation of non-independent director Martyn Brick on 20 April

4 August to 1 October63Even splitResignation of independent director Robert Farron on 4 August

Since 1 October74Ye sAppointment of independent director Sharon Cresswell on 1 October

All directors reside in New Zealand.

The following table summarises current director qualifications, independence, residency, skills and experience.

QualificationsIndependentNZ residentExecutive leadershipFinancialLegalSustainabilityKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnologyProperty valuation

Fred HutchingsBBS, FCA

    

Hayden CartwrightBEng

  

Sharon CresswellBA Hons, FCA

    

Ratahi Cross

    

Stewart Moss

  

Cecilia TarrantBA/LLB Hons, LLM

     

Ashley WaughBBS

     

Director independence

The Board’s Charter follows NZX Listing Rules to determine the independence of a director. Directors must inform the Board of all relevant

information and the Board confirms director independence at least annually. The determination of each director's independence can be found at

www.seeka.co.nz/board-of-directors-investors/.

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ANNUAL REPORT 2023 | SEEKA LIMITED78
As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Four directors that served

on the Board in 2023 are experienced in kiwifruit production and handling, and through their interests in kiwifruit orchards that supply Seeka were

considered non-independent directors;

• Martyn Brick (retired 20 April 2023)

• Hayden Cartwright (appointed 1 February 2023)

• Ratahi Cross; also an appointee of large Seeka shareholder Te Awanui Huka Pak Limited.

• Stewart Moss

During the year the Board had five independent directors. Director independence is defined as not having an interest, position or relationship that

could impact decision making;

• Fred Hutchings, Board chair and Remuneration Committee chair

• Sharon Cresswell (appointed 1 October 2023)

• Robert Farron, Audit and Risk Committee chair (resigned 4 August 2023)

• Cecilia Tarrant, Sustainability Committee chair, and

• Ashley Waugh (Audit and Risk Committee chair, from 4 August 2023)

Director appointments and induction

As required, the chair establishes a Nominations Committee to review the Board’s composition and performance, and recommend people with

complementary skills to join the Board. Nominees can be appointed by the Board, with the appointment to be approved by shareholders at the next

annual shareholder meeting, or nominated and elected to the Board by shareholders at the annual shareholder meeting. The Board provides guidance

to shareholders on a candidate’s suitability for appointment or reappointment.

Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the Group’s

strategies, policies and procedures, and any other training or support that will help the director become a fully-functioning member of the Board.

The chair undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the Nominations

Committee and external advisors.

Director tenure at 31 December 2023

0 to 3 years3 to 6 years6 to 9 years9 to 12 years

2

1

1

2

2

0

3

1

2

3 Non-independent directors

4 Independent directors

While there is no maximum term, the Board annually reviews director length of service and any potential impact on director independence. When

the Board recommends the re-election of a director whom has served longer than 12 years, it will explain to shareholders its rationale for supporting

re-election.

At the April 2023 annual shareholders meeting, non-independent director Martyn Brick retired, having served 10 years.

Director profiles

Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 86 of this annual report. Full disclosure of

director interests according to section 140 (2) of the Companies Act 1993 are listed on page 88 of this annual report.

Diversity

Diversity is the range of attributes held by members of a group. Seeka’s Board believes diversity within the Board and the company provides a deeper

understanding of stakeholders, broadens the range of skills available to Seeka, and will lead to improved business performance.

The Board works to optimise diversity across directors, while managing an efficient governance process. The Board’s focus is on diversity in gender, culture

and ethnicity, business skills and innovative thinking as these attributes are key to understanding the operating environment of our key clients, creating

unique solutions, and improving stakeholder outcomes and shareholder returns. Notably Ratahi Cross of Ngāi Tukairangi is a lecturer in Māori history.

The following table reports self-identified gender composition of the Board and senior management team as at 31 December 2023.

FY23FY22

FemaleMaleGender diverseFemaleMaleGender diverse

Directors250160

Independent directors220130

Senior managers250260

Total41003120

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79SEEKA LIMITED | ANNUAL REPORT 2023
The Board considers the composition of its independent directors a relevant measure of Board diversity. In FY23, following a director resignation and

an appointment, the number of independent directors that identify as female increased to 50% (FY22: 25%), with the percentage of all directors and

senior managers that identify as female increasing to 29% (FY22: 20%).

Diversity policy

Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. Aspects of diversity include gender, ethnic

background, religion, marital status, culture, disability, economic background, education, language, physical appearance and sexual orientation.

Seeka's Diversity Policy promotes equal employment opportunities, and while it does not set measurable objectives, the Group has a very large

workforce drawing on local communities, as well as people from the Pacific and Asia through the recognised seasonal employer (RSE) scheme.

During the year ended 31 December 2023, Seeka performed in adherence to the principles of our Diversity Policy.

Professional development

Directors are supported to undertake professional development through individual training and by attending relevant courses.

Evaluation of board, committee and director performance

The Board Charter specifies that the chair undertakes an annual review of Board, committee and director performance. The chair's 2023 review found that

the Board, committees and directors have fulfilled all their duties and responsibilities for sound corporate governance as specified by the Board Charter.

Principle 3. Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

The Board has three permanent committees and will form ad-hoc committees to efficiently and effectively carry out key governance functions, while

retaining ultimate responsibility for all decisions and actions.

All committees operate under written charters which define the role, authority and operations of the committee. All Seeka directors and committee

members are non-executive, and Seeka management and other employees may only attend committee meetings when invited by the committee. The

Board reviews the Audit and Risk, Sustainability, Remuneration, and Nominations Committee Charters biennially.

Committee membership and workload management

Seeka is governed by a seven-member non-executive Board, except during succession planning when an eighth director may be appointed until the

next annual shareholders meeting, at which point the Board reverts to seven directors. To provide effective and transparent committee governance,

while managing workload across Board members, Seeka’s committee charters ensure each committee is chaired by an independent director, with

committee members drawn from both independent and non-independent directors to provide the best skill set. The Audit and Risk Committee

Charter specifies a majority of independent directors.

The current standing committees and their members are:

Audit and Risk

CompositionRoleMembersCharter

Independent chair with a minimum of two

other directors. The committee must have

a majority of independent directors, with at

least one having an accounting or financial

background. The chair may not be the

Board chair.

Reviews financial statements before submission

to the Board, including changes to accounting

policies and practices, major judgemental areas,

significant adjustments, tax position, solvency and

going concern assumptions, and compliance with

accounting standards, legislation, NZX and other

regulations. Monitors the audit process, including

periodic review of audit tenure, and monitors any

internal investigations. Establishes formal risk

management and insurance programmes. As

required, the committee also undertakes the duties

of a Due Diligence Committee.

Ashley Waugh, chair

Hayden Cartwright

Sharon Cresswell (FCA)

Audit and Risk

Committee Charter

Sustainability

CompositionRoleMembersCharter

A minimum of two directors appointed

by the Board. No management members,

but the chief executive or delegate to be

invited to meetings.

Ensures Seeka uses an appropriate reporting

framework, provides strategic guidance on targets,

measures and performance, and examines the

strategic implications of climate change.

Cecilia Tarrant, chair

Fred Hutchings

Ratahi Cross

Sustainability

Committee Charter

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ANNUAL REPORT 2023 | SEEKA LIMITED80
Remuneration

CompositionRoleMembersCharter

Independent chair with a minimum of two

other directors. When not an appointed

member, the Board chair will be an ex-

officio member.

Examines the performance, remuneration and

succession planning of the chief executive officer,

the remuneration of senior managers, company-

wide employee remuneration policy and human

resource plans and policies.

Fred Hutchings, chair

Cecilia Tarrant

Stewart Moss

Remuneration

Committee Charter

In addition, the chair periodically establishes an ad-hoc nominations committee.

Nominations

CompositionRoleMembersCharter

Independent chair with a minimum of two

other directors.

Examines the directors’ terms of engagement,

Board succession planning, seeks and evaluates

nominees, and advises the Board on director

appointments.

Established as requiredNominations

Committee Charter

In the event of a takeover offer, the Board Charter provides for the formation of an ad-hoc Initial Response Committee and an Independent Takeover

Response Committee to enact the procedures and protocols of the Board's Takeover Response Manual.

Initial Response Committee

CompositionRoleMembers

Independent directors.Manage the initial response to an unexpected

takeover notice.

Fred Hutchings

Sharon Cresswell

Cecilia Tarrant

Ashley Waugh

Independent Takeover Response Committee

CompositionRoleMembers

Directors that are independent of the

bidder and of the bid.

Manage the takeover response and act in the

interests of all shareholders.

Appointed by the Board

To date there has been no need to convene an Initial Response Committee meeting or form an Independent Takeover Response Committee.

While the Board considers the current range of committees, comprehensively manages the governance of Seeka’s business, and provides the best

outcomes for shareholders and other stakeholders, the Board Charter allows ad-hoc committees to be formed as required to aid Board decision

making.

The Board and all committee meetings achieved their quorum in 2023 of having at least two-thirds of directors at each Board meeting and a

minimum of two member directors at each committee meeting. The following table reports Board and committee meeting attendance in 2023, see

page 87 for changes to Board and committee membership during the year.

IndependentBoardAudit and RiskSustainabilityRemunerationNominations

directorMeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttended

Fred HutchingsYe s1010224433--

Martyn BrickNo3366------

Hayden CartwrightNo101077------

Sharon Cresswell

Ye s3322------

Ratahi CrossNo109--44----

Robert FarronYe s5599------

Stewart MossNo109----33--

Cecilia TarrantYe s1010--4433--

Ashley WaughYe s10101312------

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81SEEKA LIMITED | ANNUAL REPORT 2023
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.”

Seeka’s Board is committed to keeping investors and the wider market fully informed of all material information concerning the company’s operating

environment and business performance. In addition to all information required by law and NZX Listing Rules, Seeka provides stakeholders with a mid-

year performance update, along with regular operational updates to growers.

Seeka's Continuous Disclosure Policy covers the classification, timing and release of material information to investors and other stakeholders. The

chair of the Board, chair of the audit and risk committee, chief executive and chief financial officer (the disclosure committee) are responsible for

identifying material information between Board meetings. At every Board meeting the Board considers whether there is relevant material information

which should be disclosed to the market.

As stewards of around 4500 hectares of orchards in New Zealand and Australia, Seeka is committed to applying industry best practices and

international guidelines for all asset management, backed up by rigorous auditing. This includes certification to the international GLOBALG.A.P

standard for good agricultural practice that focuses production and supply management on the consumer’s demand for safe food.

See www.globalgap.org.

Seeka as an employer is focused on sustainable land management that supports long-term employment and wealth creation in our rural

communities, and has formally implemented the GLOBALG.A.P GRASP module with its extended social standards for worker health, safety and

welfare. See www.globalgap.org/uk_en/for-producers/globalg.a.p.-add-on/grasp/.

In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit returns;

kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh

Limited. See www.seeka.co.nz/seeka-grower-council and www.seeka.co.nz/avofresh.

Seeka Growers Limited and AvoFresh Limited manage market returns in independent bank accounts, approve all service distributions and grower

payments, and publish independently-audited annual financial statements. Seeka is represented on the entities’ controlling councils, provides

management support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational

performance for their fruit.

Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the NZX

Listing Rules. The Chief Executive and Chief Financial Officer provide a letter of representation to the Board confirming that the financial statements

have been prepared in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and fairly present the

financial position of the Group and the results of its operations and its cash flows for the year. Seeka also considers environmental, social and

governance impacts, and discloses to the market any environmental factors that may materially affect operations.

Seeka's Sustainability Committee provides strategic guidance on its environmental, social and governance (ESG) framework, targets, measures and

performance. Since 2020, Seeka has been reporting its ESG initiatives in the annual and interim reports, and in June 2023 Seeka published its second

stand-alone sustainability report.

Seeka's 2023 Sustainability Report details Seeka's journey to be a sustainable business and Seeka's aim to be net zero carbon by 2050, and an

employer of choice that provides excellent service to Seeka customers while supporting the wellbeing of our communities.

Seeka began measuring emissions in 2019 using the Ministry for the Environment's carbon footprint workbook, before calculating its 2020, 2021

and 2022 footprint using the internationally recognised standard ISO 14064-1: 2018 - Greenhouse gases, with the results verified by Toitū Envirocare.

Using this data, Seeka has a platform to understand its impact on the environment, identify key areas of emissions, and monitor three intensity-based

performance indicators; tonnes CO2e per $1 million of revenue, per 100,000 Class 1 trays packed, and per permanent employee.

Principle 5. Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Director remuneration

In accordance with the Board Charter, the chair uses independent professional advice and market information to review director remuneration within

a two year period, with shareholders approving any increase to the pool available to pay directors’ fees. Approval was last sought in April 2022, when

the pool limit was set at $610,000 per annum. As part of Board succession planning, the Board had eight directors from 1 February 2023 until the 20

April 2023 annual shareholders meeting, after which the Board reverted to seven directors.

As determined by the Board, the directors are remunerated by a base director fee, a Board chair fee, and chair or membership fees for three Board

committees as per the following schedule that was presented to shareholders in April 2022. The total Board chair fee will not exceed $140,000,

irrespective of whether the chair would otherwise be eligible for committee fees.

NumberDirector feeChair feePool

Board7

$ 70,000$ 140,000$ 560,000

Audit and Risk, and Due Diligence Committee3

$ 7,500$ 15,000$ 30,000

Sustainability Committee3

$ 2,500$ 5,000$ 10,000

Remuneration Committee3

$ 2,500$ 5,000$ 10,000

Total director pool

$ 610,000

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ANNUAL REPORT 2023 | SEEKA LIMITED82
As per the remuneration policy set out in the Board Charter, directors are remunerated by fixed fees reflecting the time commitment and

responsibilities of the Board and committee membership, with no equity-based remuneration or performance incentives. The Board has never

proposed a director retirement payment, and Seeka's Constitution requires that any such proposal would first require shareholder approval. Directors

are encouraged but not required to own Seeka shares. Director shareholdings are disclosed on page 89.

The following table reports the annual allocation of the pool in 2023, and directors’ fees paid during the financial year. Non-italics are committee

members at year end, italics are part-year membership in 2023, see page 87 for details. No other benefits were provided to directors.

Board

Audit and Risk

Committee

Sustainability

Committee

Remuneration

Committee

Annual base

director fee

Chair

fee

Committee

fees

Director fees

paid during

the year

Fred HutchingsChairMemberMemberChair

$ 70,000$ 70,000$ 140,000

Martyn BrickDirectorMember

$ 20,962$ 2,246$ 23,208

Hayden CartwrightDirectorMember

$ 64,038$ 5,254$ 69,292

Sharon CresswellDirectorMember

$ 17,500$ 1,875$ 19,375

Ratahi CrossDirectorMember

$ 70,000$ 2,500$ 72,500

Robert FarronDirectorChair

$ 41,538$ 8,901$ 50,439

Stewart MossDirectorMember

$ 70,000$ 2,500$ 72,500

Cecilia TarrantDirectorChairMember

$ 70,000$ 7,500$ 77,500

Ashley WaughDirectorChair / member

$ 70,000$ 10,549$ 80,549

Total

$ 494,038$ 70,000$ 41,325$ 605,363

Chief executive officer remuneration

The review of the chief executive officer’s remuneration is undertaken by the remuneration committee with the remuneration package the

responsibility of the Board. Michael Franks was appointed chief executive officer in 2006. His remuneration package comprises a fixed annual

remuneration that covers base salary, vehicle, Kiwisaver contributions, medical and life insurance, and an at-risk annual performance incentive.

The following table reports chief executive officer remuneration for 2023.

Base salaryBenefits

1

Annual

performance incentive

Total remuneration

Michael Franks

$ 733,984$ 49,104 -$ 783,088

1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.

Performance incentive

The chief executive officer’s performance incentive has a maximum value of 73% of fixed remuneration for achieving annual targets set by the Board,

including financial performance, strategic goals, health and safety, and risk management. For the 2023 financial year, the chief executive officer

earned a $142,350 performance incentive. This payment was made in 2024 (FY22: Nil).

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.”

The Board considers risk management an important governance function to protect stakeholders, build long-term wealth in our communities and

optimise shareholder value. The Board retains ultimate responsibility for risk management, with the audit and risk committee providing a specific

focus on material risks as defined in the Audit and Risk Committee Charter.

While no risk management system can completely remove business and financial risks, our goal is to ensure material risks are appropriately identified

and managed within acceptable levels. We accomplish this through a strategic focus, active management, contingency planning and a sensible

balance between costs and anticipated benefits. Wherever appropriate, the processes are consistent with AS/NZS 31000:2009 Risk Management

Principles and Guidelines.

Financial statements and key operational measures are prepared monthly and reviewed by the Board throughout the year to assess business

performance against budget and forecasts.

Seeka has appropriate insurance cover, as available, for property damage to its offices, post-harvest processing and fruit handling facilities. In 2023,

as part of a long-term risk management strategy, Seeka established Seeka Risk Management Limited; a captive insurance company registered in the

Cook Islands, to provide the Group with direct access to the international reinsurance market.

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83SEEKA LIMITED | ANNUAL REPORT 2023
The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian produce handling and

marketing. Board meetings include periodic site visits in New Zealand and Australia to ensure all directors understand the Group’s operating

environments when assessing material risk.

The Board’s complementary skill set and understanding of the core business have allowed it to implement strategies to mitigate risk associated

with being a New Zealand kiwifruit handler by diversifying operations across multiple products, expanding into the Australian market and sourcing

revenue from more points along the value chain.

The following summarises the key material risks which the Board have identified and the associated mitigation strategies.

Key risksPotential impactsMitigation strategies

Produce contamination

Market access and consumer demand for Group-

handled produce.

Produce contamination.

Documented and accredited quality management system.

Recognised suppliers and securely stored produce.

Compliance with industry spray programmes and pre-

harvest residue testing.

Extreme weather eventsThe volume and quality of fruit grown, handled and

sold by the Group.

Physical damage of Group assets and the ability to

deliver time-sensitive services.

Geographical spread of operations and development of

land management plans.

Invest in weather-event protection measures such

as irrigation, frost fans, shelter belts, hail netting and

drainage.

Locate infrastructure on stable, flood-free land.

Plant diseases and pestsThe volume and quality of fruit grown, handled and

sold by the Group.

Best-practice orchard management and geographic

separation of orchards.

Comprehensive orchard monitoring and compliance

with industry spray programmes.

Health and safetyStakeholder safety and wellbeing.

The ability to attract and retain personnel.

Degrade the Seeka brand and stakeholder demand for

Group services.

Integrated health and safety in all aspects of the

business.

Site safety audits and guarding of moving machinery.

Regular reporting on health and safety performance.

Cyber riskThe Group's capacity to deliver time-sensitive services

to stakeholders.

Unauthorised access and distribution of sensitive

Group and stakeholder data.

Degrade the Seeka brand and stakeholder demand for

Group services.

Documented and enforced security policy for

information systems.

Professional information technology security systems.

Property condition, site

infrastructure and security

Physical damage of Group assets and the ability to

deliver time-sensitive services.

Well maintained plant and equipment by in-house

engineers.

Security fencing, alarm systems and third-party

monitoring of Seeka facilities.

Registered access to Seeka sites.

Biosecurity breaches in New

Zealand and Australia by novel

plant diseases and pests

The volume and quality of fruit grown, handled and

sold by the Group.

Market access for Group-handled produce.

Biosecurity border control by government authorities.

Awareness and monitoring of key threats in New

Zealand and Australia.

Regulatory security

Supply chain efficiency and costs.

Market access and market returns for Group-handled

produce.

Active participation in industry associations.

Monitor potential threats and opportunities.

Climate change

The volume and quality of fruit grown, handled and sold

by the Group over the long term.

Degrade the Seeka brand and stakeholder demand for

Group services.

Board Sustainability Committee governance and

decarbonisation targets and action plans.

Research and development team investigating alternative

orchard practices.

Geographical spread of operations and development of

land management plans.

Health and safety

The Board is responsible for health and safety across Group operations, with the chief executive appointing a health and safety manager to ensure

Seeka complies with legislation and operates industry best practice across the Group, while also supporting the management of health and safety

risks by clients and suppliers. The Board reviews performance against set targets at each meeting.

Our people work in multiple, complex environments, and we focus on integrating safety into everything we do. Over the full year, the Group employed

more than 6,150 people, with Group salary and wages equating to 1,929 full time equivalents.

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ANNUAL REPORT 2023 | SEEKA LIMITED84
The following table reports Seeka's health and safety lead and lag measures for FY23.

IndicatorFY23 annual targetFY23 actuals

Inspirational people; monthly H&S meetings heldLead90%

93%

Total recordable injury frequency rate

1

Lag

Less than 4.5

3.19

Serious injuries

2

LagZero2

1. Total recordable injury frequency rate (TRIFR) is a key measure that compares total lost time injuries and medical treatments against the total number of hours worked.

TRIFR = (number of recordable lost time and medical treatment injuries) x 200,000 / (number of employee hours worked).

2. Permanently disabled or requiring immediate in-patient hospitalisation.

Principle 7. Auditors

“The board should ensure the quality and independence of the external audit process.”

Seeka’s Audit and Risk Committee Charter outlines Seeka’s commitment to an independent audit process that provides shareholders and the market

with objective, robust, clear and timely financial reporting.

The Audit and Risk Committee in consultation with management and the external auditor reviews the efficiency and effectiveness of the external audit

process, and provides a formal channel of communication between the Board, senior management and the external auditor. The audit and risk committee:

• Oversees the independence of the auditor and ensures they conduct their operations free from any actual or perceived impairments, and

• Monitors the provision of any services beyond the auditor’s statutory audit services.

Following 16 years of PricewaterhouseCoopers (PwC) as Seeka's auditor, as good corporate governance the Board released a formal request for

proposal for the Group's auditing service. Overseen by the Audit and Risk Committee, on 29 August 2023, the Board appointed Grant Thornton as

Seeka's auditor, and accepted the immediate resignation of PwC.

Grant Thornton has confirmed its independence to the Audit and Risk Committee, and that its independence was not compromised during the

reporting period. Grant Thornton auditors will attend the annual shareholder meeting to answer any shareholder questions about the audit.

In FY23, $521,972 was paid or accrued to the external auditors; $425,631 to Grant Thornton ($367,500 for FY23 audit fees, $53,131 for

disbursements, $5,000 for debt covenant compliance certificate agreed upon procedures), and $96,341 to the outgoing auditor PwC ($16,070 for

additional FY22 audit fees, $47,967 for ISA 315 review, $11,874 business combination review, $6,930 for debt covenant compliance certificate agreed

upon procedures, and $13,500 for half year agreed upon procedures).

Internal audit

Seeka has a number of internal controls overseen by the Audit and Risk Committee to ensure the integrity of key financial and operational data. This

includes data access, internal financial controls, adequate resourcing, targeted internal audit programmes and monitoring management’s response to

external audit findings.

Due to the size of Group operations, rather than operating a dedicated internal audit function, Seeka uses its assurance and compliance team to

conduct internal audit processes and monitor operational compliance, along with independent providers to regularly test the integrity of the Group’s

financial systems. Directors also consider matters raised by the external auditor.

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.”

Seeka’s shareholders include a significant number of grower clients, employees, suppliers and people living in our rural communities. Seeka maintains

open channels of communication with a diverse range of groups to uphold our key brand attribute of "founded on relationships".

The Board is motivated and committed to transparent and regular reporting and engagement with shareholders including:

• Annual and interim reports

• Annual sustainability report

• Market announcements

• Annual shareholder meeting

• October stakeholder meeting

• Ad-hoc investor presentations

• Attendance of directors at seasonal grower roadshows held throughout the catchment for each produce type

• Clear access to investor information on the company’s website, see Seeka.co.nz/investors

• Open access to senior managers via phone and email, see Seeka.co.nz/senior-management-team

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85SEEKA LIMITED | ANNUAL REPORT 2023
Shareholders are actively encouraged to attend the annual shareholder meeting and stakeholder update either in person or online, where they can

raise matters for discussion by directors and senior management. Shareholders vote on major decisions which affect Seeka at the annual shareholder

meeting. Voting is by poll, conducted by the Company’s registrar Link Market Services and overseen by the company’s external auditor on a one

share, one vote principle.

Shareholders are provided with copies of the annual report, and are encouraged to receive electronic communication by contacting our registrar

Link Market Services, see Linkmarketservices.co.nz. Notices of shareholder meetings are posted on the NZX website and Seeka's website. Where

circumstances allow, Seeka sends notices of shareholder meetings at least 20 working days prior to the meeting. A link to Seeka’s announcements

can be directly accessed from Seeka’s website, see Seeka.co.nz/nzx-announcements.

When raising new capital, where practical, the Board will offer a scheme that allows existing shareholders to further invest in the Company on a pro

rata basis so they can maintain their relative proportion of Seeka's issued shares.

Seeka’s current and historical share price is located on the NZX website, see nzx.com/instruments/SEK.

Corporate calendar

In the normal course of business, the Board reports to the following schedule.

End of year market announcementLate February

Dividend payment - full yearApril

1

Annual shareholder meetingApril

Dividend payment - half yearOctober

1

Stakeholder updateOctober

1. Dividend payments were suspended in 2023.

Differences in practice to NZX Code

The following table summarises the material differences between Seeka’s corporate governance and the Code during the year. Where there are

differences, these have been approved by the Board.

PrincipleConcerningKey difference

Period of

non compliance

2. Board

Composition

and

Performance

2.5An issuer should have a written diversity

policy which includes requirements 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.

Seeka's Diversity Policy is a guidance document that underpins an inclusive

work culture. It does not set measurable objectives, noting that Seeka is a

large employer drawing on the local communities, along with people from the

Pacific and Asia through the RSE scheme.

At all relevant

times

2.8A majority of the board should be

independent directors.

The Constitution and Board Charter specify a minimum of two independent directors.

As Seeka's foundation business is kiwifruit, the Board considers it appropriate to have

a mix of directors with extensive experience in kiwifruit production and handling, who

in the normal course of business would supply Seeka with produce from their ongoing

orcharding interests. The Board must also appropriately represent large shareholders.

The specified minimum of two independent directors provides the flexibility to meet

these two criteria, while also ensuring Board decisions reflect the best interests of

Seeka and its security holders.

As part of succession planning, the Board went from seven to eight directors following

the appointment of a new non-independent director on 1 February 2023. This

resulted in only four of the eight directors (even split) being deemed independent, and

four non-independent; three for their extensive interests in orchards that supply Seeka

(industry expertise), and one that has extensive interests in orchards that supply

Seeka as well as being an appointee of a large shareholder (industry expertise).

Following the planned retirement of a non-independent director at the 20 April 2023

annual shareholders meeting, the Board reverted to seven directors and reestablished

a majority of four independent directors.

Following the resignation of an independent director on 4 August 2023 until the

appointment of a new independent director on 1 October 2023, only three out of six

directors (even split) were deemed independent.

From 1 October 2023, Seeka complies with the Code with four out of seven directors

deemed independent (a majority).

From 1 February to

20 April 2023,

and

from 4 August to

1 October 2023

3. Board

Committees

3.4Standing nominations committee with a

majority of independent directors.

The Nominations Committee Charter allows for the formation of an ad-

hoc committee as required. To manage workload across the Board, the

Nominations Committee Charter requires an independent chair.

At all relevant

times

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Governance

ANNUAL REPORT 2023 | SEEKA LIMITED86
Board of directors

The following directors held office and committee membership on 31 December 2023.

Fred Hutchings BBS, FCA

Independent, non-executive Chair

Member Sustainability Committee, Chair Remuneration Committee

Chartered Member of the Institute of Directors NZ

Appointed 10 September 2012

Fred has commercial and business experience having been a partner at PwC for 27 years where he specialised in assurance and advisory services,

particularly for agribusiness. He also held leadership roles in the partnership including Wellington and South Island managing partner and for three

years was a member of the firm's executive board.

Fred retired as a director of Speirs Group Limited and Speirs Food Limited in 2023, and retired as chair of Tui Products Limited in 2018 when the

business was sold. He is a past president of Chartered Accountants Australia and New Zealand.

Fred holds an interest in a kiwifruit orchard supplying Seeka.

Hayden Cartwright BEng

Non-independent, non-executive Director

Member Audit and Risk Committee

Appointed 1 February 2023

Hayden is the managing director of his family's Bay of Plenty kiwifruit orchards. Hayden is deputy chair of the Seeka Growers Council and Seeka’s

representative on the kiwifruit industry's New Zealand Kiwifruit Growers Incorporated forum.

He holds a Bachelor of Engineering (BEng) and has been a Certified Practicing Project Manager (CPPM). Hayden's 17-year engineering career in the

oil and gas industry involved multiple leadership roles at New Zealand and Australian listed companies.

Sharon Cresswell BA Hons. FCA

Independent, non-executive Director

Member Audit and Risk Committee

Member of the Institute of Directors NZ

Appointed 1 October 2023

Sharon is a Chartered Accountant with previous experience as a director, advisor, and senior executive. Sharon was a Partner at PwC in New Zealand

for 16 years, providing both financial and risk assurance to predominately primary sector clients.

Sharon is a director and member of the audit and risk committee of the Network for Learning and a director of Wool Impact. These appointments

reflect her desire to be involved in businesses with a strong purpose in New Zealand.

Peter Ratahi Cross

Non-independent, non-executive Director

Member Sustainability Committee

Chartered Member of the Institute of Directors NZ

Appointed 1 March 2016

Ratahi is the chairman of several trust boards throughout the eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngāi

Tukairangi Trust, the largest Māori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui, and

in the Hawke’s Bay, which supply Seeka.

Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Māori history for several iwi he belongs to.

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87SEEKA LIMITED | ANNUAL REPORT 2023
Stewart Moss

Non-independent, non-executive Director

Member Remuneration Committee

Elected 22 April 2022

Stewart has extensive commercial experience in horticulture and agriculture. He is a kiwifruit grower and member trustee of the Seeka Growers

Council. From his experiences working on a grading machine at Seeka KKP to developing a large-scale kiwifruit orchard, Stewart understands the

many facets of the industry and its supply chain.

Stewart is a large shareholder in one of New Zealand's largest kiwifruit orchards. He brings commercial insights into kiwifruit production and the key

relationships between grower, post-harvest operator and the marketer Zespri.

Cecilia Tarrant BA/LLB Hons, LLM

Independent, non-executive Director

Chair Sustainability Committee and Member Remuneration Committee

Chartered Member of the Institute of Directors NZ

Appointed 27 April 2017

Cecilia has more than 25-years experience in law and finance, having worked as a lawyer in Auckland and San Francisco before becoming an

investment banker in New York and London. She is now a professional director. Cecilia is the chair of New Zealand Green Investment Finance Limited,

a director of Payments NZ, and Chancellor of Waipapa Taumata Rau - The University of Auckland. She is also involved in start-up investing and is a

director of the ArcAngels network.

Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock farm in the Waitomo area and partnership in a

dairy farm in the Otorohanga district. Her family have lived in the Waitomo area for more than 100 years.

Ashley Waugh BBS

Independent, non-executive Director

Chair Audit and Risk Committee

Appointed 21 May 2014

Ashley has experience in the fresh food industry having worked within the Australasian Fast Moving Consumer Goods (FMCG) markets for more

than 30 years. He also has global experience in the FMCG, foodservice and ingredients markets.

Ashley was the chief executive officer of Australian dairy foods and juice giant National Foods until its merger with Lion Nathan in 2009. His prior

business experience was with the New Zealand Dairy Board and Ford Motor Company.

He currently chairs the board of Colonial Motor Company and chaired Moa, New Zealand’s largest craft brewer, until retiring in 2017, and was a

director of Fonterra Co-operative Group Limited until retiring in November 2018.

Changes in Board and committee membership

1 February 2023

• Hayden Cartwright appointed director of Seeka, and was subsequently elected at the 2023 Annual Shareholders Meeting

• Board increased to eight with an even split of four independent and four non-independent directors

20 April 2023, Annual Shareholders Meeting - one director retires, changes to the Audit and Risk Committee

• Martyn Brick retired (member Audit and Risk Committee)

• Hayden Cartwright appointed member of the Audit and Risk Committee (vacated by Martyn Brick's retirement)

• Board reestablishes a majority of independent directors (four independent, three non-independent)

4 August 2023 - director resignation, changes to the Audit and Risk Committee

• Robert Farron resigned (chair Audit and Risk Committee)

• Ashley Waugh appointed chair of the Audit and Risk Committee (vacated by Robert Farron's resignation)

• Fred Hutchings appointed to the Audit and Risk Committee

• Board reduced to six with an even split of three independent and three non-independent directors

1 October 2023 - new director appointment and changes to the Audit and Risk Committee

• Sharon Cresswell appointed director of Seeka, and replaced Fred Hutchings as member of the Audit and Risk Committee

• Board reestablishes a majority of independent directors (four independent, three non-independent)

Main contents

Governance

ANNUAL REPORT 2023 | SEEKA LIMITED88
Interests register

During the year the Group undertook related party transactions with directors in the ordinary course of the Company’s business and on usual terms

and conditions.

Directors have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. New disclosures advised since

31 December 2022 are italicised.

Fred Hutchings Amwell Holdings Limited Director / Shareholder

Walker Nominees Limited Director

AvoFresh Limited Director

Seeka Share Trustee Limited Director

Hayden Cartwright Seeka Growers Limited Director

MJ and HC Cartwright Trust Beneficiary

Cartwright Ciwi Limited Director / Shareholder

Sharon Cresswell The Network for Learning Limited Director

Wool Impact Limited Director

Peter Ratahi Cross Ngāi Tukairangi No2 Trust Trustee / Chair

Te Awanui Huka Pak Limited Director

Seeka Share Trustee Limited Director

Wai O Kaha Gold Landowners General Partner Limited Chair

Wai O Kaha Gold JV General Partner Limited Chair

Stewart Moss Strathboss Kiwifruit Limited Director / Shareholder

Seeka Growers Limited Director

Seeka Growers Trust Trustee

SJ & GW Moss Partnership Partner

Strathboss Avocados Limited Director

Pepper Street Trust Trustee / Beneficiary

Bateson Trailers Limited Director / Shareholder

Rising Sun Orchards Limited Shareholder

Oswaldtwistle Orchards Limited Director / Shareholder

Cecilia Tarrant Payments NZ Limited Director

ArcAngels Angel Investment Network Director

The University of Auckland Chancellor

New Zealand Green Investment Finance Limited Chair

Seeka Share Trustee Limited Director

Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder

The Colonial Motor Group Limited Chair / Shareholder

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Governance

89SEEKA LIMITED | ANNUAL REPORT 2023
Directors’ interests in Seeka Limited securities

The following table details director interests in Seeka shares at 31 December 2023.

InterestShares

Hayden Cartwright

0

Sharon Cresswell

0

Peter Ratahi CrossBeneficial

1

2,300,040

Fred Hutchings Beneficial

2

63,196

Stewart MossBeneficial

3

373,644

Cecilia TarrantBeneficial

7,143

Ashley WaughBeneficial

13,166

1. Held by the trustees of the Ngāi Tukairangi No. 2 Trust (585,630) and Te Awanui Huka Pak Limited (1,714,410). P R Cross is a trustee of the Ngāi Tukairangi No. 2 Trust

and a beneficiary, and interests associated with P R Cross are beneficiaries, of the Ngāi Tukairangi No. 2 Trust. Te Awanui Huka Pak Limited holds Ordinary Shares in

Seeka Limited. P R Cross is a director of Te Awanui Huka Pak Limited. The trustees of the Ngāi Tukairangi No. 2 Trust are shareholders in Te Awanui Huka Pak Limited.

2. Held by Walker Nominees Limited (47,716), Amwell Holdings Limited (2,523), Sharesies Nominee Limited on behalf of F A Hutchings (2,970), and Sharesies Nominee

Limited on behalf of Amwell Holdings Limited (9,987).

3. Held by Strathboss Kiwifruit Limited (185,807) of which Stewart Moss holds 0.1% of the shares and jointly holds a further 26.6%, and held by Oswaldtwistle Orchards

Limited (297,617) of which Stewart Moss has 20% or more voting rights. See NZX disclosure on 29 November 2023 for details.

The following table details director dealings in Seeka shares during the year.

TransactionDateNumberTotal consideration

Stewart MossPurchase

1

21 November 2023

109,780 $252,494

Transfer

2

29 November 2023

178,251$483,060

Transfer

3

29 November 2023

9,586 $25,978

1. Purchased off market by Oswaldtwistle Orchards Limited. Stewart Moss has the power to exercise the right to vote attached to 20% or more of the voting rights of

Oswaldtwistle Orchards Limited.

2. Transferred off market from S Moss to Oswaldtwistle Orchards Limited.

3. Transferred off market from S Moss and G W Moss to Oswaldtwistle Orchards Limited.

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Governance

ANNUAL REPORT 2023 | SEEKA LIMITED90
Subsidiary companies

The following table details directors of Seeka Limited subsidiary companies as at 31 December 2023.

Subsidiaries added and director changes since 31 December 2022 are italicised.

Michael Franks and Nicola Neilson are officers of Seeka Limited.

New Zealand incorporated companies

Trading subsidiaries

Aongatete Coolstores Limited Michael Franks, Nicola Neilson

AvoFresh Limited Michael Franks, Fred Hutchings

Delicious Nutritious Food Company Limited Michael Franks, Nicola Neilson

Integrated Fruit Supply & Logistics Limited Michael Franks, Nicola Neilson

Kiwi Coast Growers (Te Puke) Limited Michael Franks, Nicola Neilson

Ngutupiri General Partner Limited

1

Kylie Burt, Norman Carter, Te Aroha Mani, Rongo Puha

Northland Horticulture Limited Michael Franks, Nicola Neilson

OPAC Properties Limited Michael Franks, Nicola Neilson

Seeka East Limited Michael Franks, Nicola Neilson

Seeka OPAC Limited Michael Franks, Nicola Neilson

Seeka Share Trustee Limited Fred Hutchings, Cecilia Tarrant, Peter Ratahi Cross

Seeka Te Puke Limited Michael Franks, Nicola Neilson

Non-trading subsidiaries

CMS Logistics Limited

2

John Spratt, Robert Towgood

Eleos Limited Michael Franks, Nicola Neilson

Enviro Gro Limited Michael Franks, Nicola Neilson

Glassfields (NZ) Limited Michael Franks, Nicola Neilson

Guaranteed Sweet New Zealand Limited Michael Franks, Nicola Neilson

Kiwifruit Vine Protection Company Limited Michael Franks, Nicola Neilson

Nutritious Delicious Food Company Limited Michael Franks, Nicola Neilson

OPAC Growers Supply Limited

3

Michael Franks, Nicola Neilson

Seeka Fresh Limited Michael Franks, Nicola Neilson

Seeka Kiwifruit Industries Limited Michael Franks, Nicola Neilson

Thornton Orchard Limited Donald Murray, Sandra Murrell, Luke Stewart, Joseph Williams

Verified Lab Services Limited Michael Franks, Nicola Neilson

Australian incorporated companies

Little Haven Holdings Pty Limited Michael Franks, Nicola Neilson, Jonathan van Popering

Seeka Australia Pty Limited Michael Franks, Nicola Neilson, Jonathan van Popering

Seeka Pollen Australia Pty Limited (not trading) Michael Franks, Nicola Neilson, Jonathan van Popering

On 8 February 2023, Jonathan van Popering (GM Australia) was appointed as a director of the Group's three Australian incorporated companies.

Cook Islands incorporated company

Seeka Risk Management Limited Michael Franks, Nicola Neilson, Antony Will

On 13 January 2023, Seeka Risk Management Limited was incorporated in the Cook Islands as a captive insurer to hold Seeka's insurance

programme.

Directors of Group subsidiary companies did not undertake any share dealings in those companies.

1. Ngutupiri General Partner Limited is a subsidiary of Seeka for the purposes of the Companies Act 1993 and therefore certain disclosures regarding Ngutupiri General

Partner Limited are required to be included in this annual report. However, for the purposes of NZ IFRS, Ngutupiri General Partner Limited is considered an associate of

Seeka and not a subsidiary of Seeka and is therefore included in Seeka’s financial statements as an associate.

2. CMS Logistics Limited in liquidation (solvent) as at 31 January 2024, and under notice to be removed from the Companies Register.

2. OPAC Growers Supply Limited was liquidated and removed from the Companies Register on 12 January 2024.

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Governance

91SEEKA LIMITED | ANNUAL REPORT 2023
Subsidiary directors’ interests register

Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993.

Michael Franks is a director and shareholder of TKL Logistics Limited.

Jonathan van Popering is a director of Van Popering Pty Limited.

No further entries were made in the interests register of any subsidiary during the year ended 31 December 2023

Subsidiary company director remuneration

Seeka Limited officers Michael Franks and Nicola Neilson, and Seeka Limited employees Kylie Burt and Jonathan Van Popering, received no beneficial

director’s fees or other benefits except as employees.

Antony Will received a USD$2,200 director fee for Seeka Risk Management Limited.

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Governance

ANNUAL REPORT 2023 | SEEKA LIMITED92
Employee remuneration

In FY23, the Group employed 749 permanent and more than 5,400 seasonal employees.

The Group had 197 employees (December 2022 - 183), including 10 employees (December 2022 – 10) employed by subsidiaries, that are not

directors whose annual cash remuneration and benefits (including motor vehicles and termination costs) exceed $100,000 in the financial year.

RemunerationFY23FY22

$100,000 - $109,999 39 36

$110,000 - $119,999 41 43

$120,000 - $129,999 30 28

$130,000 - $139,999 20 19

$140,000 - $149,999 12 10

$150,000 - $159,999 11 8

$160,000 - $169,999 8 5

$170,000 - $179,999 2 9

$180,000 - $189,999 10 6

$190,000 - $199,999 5 4

$200,000 - $209,999 4 3

$210,000 - $219,999 1 -

$220,000 - $229,999 3 3

$230,000 - $239,999 2 1

$240,000 - $249,999 2 1

$250,000 - $259,999 - -

$260,000 - $269,000 1 1

$270,000 - $279,000 1 1

$280,000 - $289,000 - -

$290,000 - $299,999 - -

$300,000 - $309,999 - 1

$310,000 - $319,999 - 1

$320,000 - $329,999 2 1

$330,000 - $339,0001-

$340,000 - $349,999 - 1

$350,000 - $359,999 1-

$780,000 - $789,0001-

$810,000 - $819,999-1

Total

197183

Remuneration includes key performance indicator payments. Remuneration by the Group’s Australian subsidiary Seeka Australia in Australian dollars

was converted to New Zealand dollars using the average exchange rate for the year. The impact of movements in exchange rates from FY22 to FY23

was reviewed and would not have significantly changed the employee remuneration disclosure.

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Governance

93SEEKA LIMITED | ANNUAL REPORT 2023
Other disclosures

Indemnities and insurance

Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993.

The Company has provided insurance for all directors and officers, including directors of subsidiaries.

Summary of waivers granted by NZX

No waivers were granted, published or relied on by Seeka in the year ended 31 December 2023.

Donations

In the year ended 31 December 2023, the Group donated $201,240 to support New Zealand youth development, community, cultural, and sports

groups, as well as community health programmes. The following organisations received donations in 2023.

315 Pass It On Charitable Society

Akarana Publishing Company

Ashbrook School

Autism NZ

Awakeri School

Bay of Plenty Symphonia

Blue Rovers Junior Football Club

BOP Young Fruit Growers Incorporated

Chartered Institute of Logistics & Transport

Coastguard Ōpōtiki Incorporated

E Tu Hei Tia Uri Ariki Sports & Cultural Trust

Eastern Districts Sports Club

Epic Te Puke

Fairview Golf Course

Gisborne Tairāwhiti Rugby League

He Iwi Kotahi Tauranga Moana Charitable Trust

Heart Kids New Zealand

Hoe Aroha Whānau o Mauao (Outrigger Canoe

Club)

Houhora Bowls and Sports Club

Iron Māori

Jackman Entertainment

Katch Katikati

Katikati A&P Show

Katikati Fun Fest Charitable Trust

Kerikeri Cricket Club

Kerikeri Rugby Football Club Incorporated

Lions Club of Katikati Charitable Trust

Lions Club of Waihi Charitable Trust

Made in Te Puke Trust

Makauri School

Matakana Island Sports Club

Mike Young Motorsport

M OYA

Multi Sport Ōpōtiki Incorporated

Multicultural Tauranga

Northland City Cricket Club

Omokoroa Bridge Club

Omokoroa Golf Club

One Love Charity

Ōpōtiki Big 3

Ōpōtiki Bowling Club

Ōpōtiki College

Ōpōtiki Community Childcare Centre

Incorporated

Ōpōtiki Golf Club Incorporated

Ōpōtiki Little 3

Ōpōtiki Surf Life Saving Club

Otamarakau School

Pacific Fusion Fashion Show

Paengaroa School

Patutahi Golf Club

Pongakawa School

Rangataua Sports & Cultural Club Incorporated

Rangiuru Sports Club Incorporated

Rotary Club of Papamoa Charitable Trust

Rotary Club of Tauranga Te Papa

Rotoiti Fishing Club

Rotorua & Bay of Plenty Hunt

Tairāwhiti Growers Association

Tauranga Moana Hui Aranga Management

Incorporated Society

Tauranga Women's Refuge

Te Aranui Youth trust

Te Hiringa Charitable Trust

Te Kapa Haka o Te Whānau-a-Apanui

Te Kura Mana Māori o Maraenui

Te Puke Agricultural & Pastoral Association

Te Puke Bridge Club

Te Puke Club Incorporated

Te Puke Golf Club

Te Puke Intermediate

Te Puke Playcentre

Te Puke Sports & Recreation Club

Te Puke Squash Rackets Club Incorporated

Te Puke Tai Mitchell - Girls

Te Puke Tennis Club

Te Whakakaha Trust

The Job Agency Limited T/A Markat

The New Zealand Institute for Plant & Food

Research

Waihau Bay Sports Fishing Club Inc

Waiotahe Valley School School-links

Waipuna Hospice

Western Bay Emergency Services Golf

Tournament

Whangamata Golf Club Incorporated

Divided reinvestment plan

Under the company's dividend reinvestment plan, holders of ordinary shares may elect to reinvest the net proceeds of cash dividends payable or

credited to acquire fully paid ordinary shares in the company.

Substantial product holders

As at 31 December 2023, the persons listed in the table below had disclosed a substantial product holding of Seeka shares.

Date of NoticeShares disclosed

Tomlinson Group Investments Limited21 December 2020

2,899,930

1

Masfen Securities Limited20 December 2022

2,138,100

Sumifru Singapore Pte Limited15 September 2015

2,093,558

Seeka Limited ordinary listed shares at 31 December 2023

41,988,282

1. As at 31 December 2023, Seeka's share register records Tomlinson Group Investments Limited as the holder of 3,233,827 Seeka shares.

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Governance

ANNUAL REPORT 2023 | SEEKA LIMITED94
Securities statistics

As at 31 December 2023

Top 20 shareholders

Number of

ordinary shares

Percent

Tomlinson Group Investments Limited

3,233,827 7.70%

Masfen Securities Limited

2,138,100 5.09%

Sumifru Singapore Pte Limited

2,093,558 4.99%

Te Awanui Huka Pak Limited

1,714,410 4.08%

Custodial Services Limited

1,568,236 3.73%

Omega Kiwifruit Limited

1,145,895 2.73%

New Zealand Depository Nominee

977,172 2.33%

Eastern Bay Orchards Limited

881,128 2.10%

The Maori Trustee

711,299 1.69%

Peter Ratahi Cross & Helen Te Kani & Joshua Gear & Helen Ellis & James Lambert

585,630 1.39%

Cole Family Trust Limited

585,160 1.39%

Citibank Nominees (NZ) Limited

559,993 1.33%

David John Emslie & Deborah Jocelyn Emslie & Sharp & Cookson Trustee Limited

494,018 1.18%

Christopher William Flood & Mark Schlagel

477,130 1.14%

Patricia Colleen Law

310,240 0.74%

Oswaldtwistle Orchards Limited

297,617 0.71%

Anne Louise Bayliss & Christopher James Mcfadden

293,280 0.70%

Seeka Share Trustee Limited

292,000 0.70%

Accident Compensation Corporation

276,082 0.66%

Burts Orchards (1997) Limited

272,606 0.65%

Total

18,907,381 45.03%

Shareholder analysis

Investors

Percent of

investors

Shares

Percent

of shares

By shareholding size

Up to 1,000 shares

656 23.48 333,189 0.79

1,001 to 5,000 shares

1,264 45.24 3,427,476 8.16

5,001 to 10,000 shares

398 14.24 2,912,491 6.94

10,001 to 50,000 shares

378 13.53 7,523,613 17.92

50,001 to 100,000

45 1.61 3,156,610 7.52

100,001 to 500,000

41 1.47 7,716,250 18.38

More than 500,000

12 0.43 16,918,653 40.29

Total

2,794 100.00 41,988,282 100.00

By residency

New Zealand shareholders

2,73497.85 39,496,584 94.07

Overseas shareholders

602.15 2,491,698 5.93

Total

2,794100.0041,988,282100.00

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Governance

95SEEKA LIMITED | ANNUAL REPORT 2023
Directory

Board of directors

Fred Hutchings - Chair

Hayden Cartwright (appointed 1 February 2023)

Sharon Cresswell (appointed 1 October 2023)

Peter Ratahi Cross

Stewart Moss

Cecilia Tarrant

Ashley Waugh

Audit and risk committee

Ashley Waugh – Chair

Hayden Cartwright

Sharon Cresswell

Sustainability committee

Cecilia Tarrant – Chair

Peter Ratahi Cross

Fred Hutchings

Remuneration committee

Fred Hutchings – Chair

Stewart Moss

Cecilia Tarrant

Company officers

Michael Franks

Chief Executive Officer

Nicola Neilson

Chief Financial Officer and Company Secretary

Senior management team

Michael Franks

Chief Executive

Nicola NeilsonKate BryantPaul Crone

Chief Financial OfficerGM Grower RelationsGM Post-harvest

Barry PenellumJonathan van PoperingJim Smith

GM OrchardsGM AustraliaGM New Business and Marketing

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Governance

ANNUAL REPORT 2023 | SEEKA LIMITED96
Registered office

Seeka Limited

34 Young Road, RD9, Paengaroa 3189

PO Box 47, Te Puke 3153

Seeka.co.nz

Auditor

Grant Thornton

Auckland

www.grantthornton.co.nz

Bankers

1

Westpac New Zealand Limited

Auckland

www.westpac.co.nz

Westpac Banking Corporation

Melbourne

www.westpac.com.au

ASB Bank Limited

Auckland

www.asb.co.nz

Bank of New Zealand

Auckland

www.bnz.co.nz

Coöperatieve Rabobank U.A. (Rabobank)

Wellington

www.rabobank.co.nz

Share register

Link Market Services Limited

Auckland

www.linkmarketservices.co.nz

NZX

www.nzx.com

Legal advisors

Harmos Horton Lusk Limited

Auckland

www.hhl.co.nz

Tompkins Wake

Tauranga

www.tompkinswake.com

Mayne Wetherell

Auckland

maynewetherell.com

1. All banks are lenders under a syndicated facilities

agreement with Westpac New Zealand as the

sustainability-linked loan coordinator and the agent.

Main contents

Governance

seeka.co.nz
34 Young Road, RD 9, Te Puke 3189

PO Box 47, Te Puke 3153, New Zealand

+64 7 573 0303, info@seeka.co.nz

---

Analyst Briefing Pack
Year ended 31 December 2023

Agenda
2

6

Outlook

5

Climate change disclosures

4

Operating segments performance

3

Capital management

2

Financials

1

Overview of 2023

Strategy and values

7

Overview

Our Strategy
4

Deliver operational and financial excellence to our growers and shareholders

Excellent planning, disciplined execution and quality fruit to the market

Lift financial performance

Low cost structure, targeted capital expenditure, lower debt, and achieve adequate returns on capital

Optimise post harvest capacity

Automation where it delivers efficiency and returns value

Build revenue streams

Lifting returns and adding complementary services and products

Select Excellence

Our aspiration to deliver excellent service, produce and value to our stakeholders

1

2

3

4

5

Our values
5

Overview
2023 harvest difficult across the horticulture sector

29.8m class 1 kiwifruit trays packed I Impacted by multiple severe weather events I New Zealand and Australia affected

Seeka’s response to the $14m net loss after tax

Suspended dividends I Restructured to lower costs I Established captive insurer I Reduced capex I Secured banking support

Excellent operational performance

Low onshore fruit loss I Best offshore performance I Highest OGRs

Automation

Automated packing machine at KKP I Automation upgrades at Oakside and Seeka Gisborne I Balance of manual and automated packing

Forward focus

Profitability I Reduce debt I Maintain excellent operational performance I Risk adjusted return on capital employed

Kiwifruit harvest 2024

Hayward volumes high I SunGold volumes back to a normal average I Infrastructure, systems and personnel ready

1

2

3

4

5

6

6

Financials

1. ROCE excludes $3.2m of other income (FY22 $0.8m). See appendix for ROCE calculation.
These financials should be read in conjunction with Seeka’s Annual Report 2023 and the attached appendix.

Group financial performance

$300.9m revenue

Down from $348.4m FY22

$26.0m EBITDA

Down from $46.1m FY22

( $21.0m) Net loss before tax

Down from $7.6m profit before tax FY22

−Guidance range ( $20m) ~ ( $25m) loss

( $14.5m) Net loss after tax

Down from $6.5m profit after tax FY22

All results and comparatives consistent with NZ IFRS 16 Leases

8

NZD $millionsFY23FY22

Change

Revenue300.9 348.4

( 14%)

Cost of sales252.2 280.1

( 10%)

Gross profit48.7 68.3

( 29%)

EBITDA26.0 46.1

( 44%)

EBIT( 4.1)19.1

( 122%)

Net (loss) / profit before tax( 21.0)7.6

( 376%)

Net (loss) / profit( 14.5)6.5

( 322%)

Return on capital employed( 2.0%)4.1%

( 149%)

Net tangible asset backing per share$ 5.71 $ 5.97

( 4%)

$237m
$251m

$310m

$348m

$301m

32.8m

31.8m

39.2m

42.0m

29.8m

FY19FY20FY21FY22FY23

Revenue

$6.9m

$15.2m

$14.9m

$6.5m

( $14.5m)

$10.7m

FY19FY20FY21FY22FY23

NPAT

Trends in financial performance

9

FY21 EBITDA included a one-off $7.6m benefit from the Crown’s settlement of a Kiwifruit Claim.

FY20 NPAT included a one-off $5.6m tax benefit from a change in tax deductibility of depreciation on buildings.

All results and comparatives consistent with NZ IFRS 16 Leases.

$5.6m

tax

benefit

NZ Class 1 kiwifruit trays packed

$368m

$375m

$482m

$548m

$549m

FY19FY20FY21FY22FY23

Total assets

( $0.6m)
$7.4m

$1.6m

$1.0m

$0.7m

4.2

4.4

5.0

4.9

3.3

FY19FY20FY21FY22FY23

Seeka Australia EBITDA

Trends in operating segment performance

10

$5.0m

$5.4m

$5.2m

$4.6m

$1.0m

11.4m

13.0m

14.4m

17.0m

11.4m

FY19FY20FY21FY22FY23

Orcharding EBITDA

$41.0m

$41.9m

$61.6m

$59.0m

$43.8m

32.8m

31.8m

39.2m

42.0m

29.8m

FY19FY20FY21FY22FY23

Post-harvest EBITDA

$1.7m

$3.0m

$2.3m

$0.8m

$2.6m

$49m

$64m

$68m

$54m

$63m

FY19FY20FY21FY22FY23

SeekaFresh EBITDA

Class 1 kiwifruit trays grownClass 1 kiwifruit trays packedTurnoverThousands of tonnes handled

$1.2m

$6.2m

gain

on sale

Capital management

All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
Balance sheet

$7.1m increase in capital employed in FY23

$3.4m increase in biological assets

−Crop to be harvested in 2024

$11.9m increase in PP&E

( $1.1m) decrease in inventories and water rights

−NZD$3.3m sale of excess Australian water shares

−Australian water shares recorded at historical cost

Capital employed 31 December

12

NZD $millionsFY23FY22Change

Current assets

Excludes cash & tax assets

Trade and other receivables32.6 33.1 ( 2%)

Biological assets - crop21.8 18.4 18%

Assets held for sale3.2 6.3 ( 49%)

Inventories and water rights10.9 12.0 ( 10%)

68.4 69.9 ( 2%)

Current liabilities - excludes short term debt

Trade and other payables( 25.3)( 32.8)( 23%)

Tax asset / (liability)0.4 ( 0.3)( 209%)

Net working capital43.5 36.818%

Non current assets

Property, plant and equipment387.7 375.8 3%

Lease assets50.5 55.8 ( 9%)

Investments in associates and JAs4.6 6.0 ( 22%)

Derivatives1.2 3.4 ( 64%)

Financial assets1.3 1.4 ( 11%)

Deferred tax assets1.8 -

Intangibles and other27.6 32.0 ( 14%)

474.8 474.4 0%

Capital employed518.3 511.2 1%

All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
Balance sheet

$172.4m net bank debt at December 2023

−$25.0m increase on December 2022 (17% increase)

Syndicated five-bank funding

−Lead by Westpac NZ, alongside Westpac Corporation,

ASB, BNZ and Rabobank

Sustainability-linked Loan entered in June 2023

−$200.8m debt line

−Included covenant relief through to December 2024

−Additional $20m credit line secured to July 2024

$3.2m of assets held for sale

Net bank debt 31 December

13

NZD $millionsFY23FY22

Change

Non current liabilities - excludes long term debt

Lease liabilities (current and non current)( 64.8)( 70.1)

( 8%)

Deferred tax liability( 21.2)( 22.8)

( 86.0)( 92.9)

( 7%)

Cash( 5.2)( 3.6)

Borrowings177.6 150.9

18%

Net bank debt172.4 147.4

17%

Total equity259.9270.9

( 4%)

Total borrowings172.4147.4

Net bank debt

Excluding assets held for sale

169.2141.1

EBITDA multiple6.51x 3.06x

EBITDA multiple pre NZ IFRS 16 Leases16.37x 4.47x

1.As required by NZ IAS 33, 42,000 shares held by Seeka Trustee Limited for the Grower Loyalty and Employee Share Schemes are excluded from EPS calculations. Ifincluded, the weighted average EPS would be ($0.34) (FY22: $0.16).
2.FY22 payment of $0.13 is FY21 final dividend.

Earnings per share and dividends

( 34) cents EPS

1

No dividends paid from FY23 or FY22

2

−Prudently paused to focus on debt reduction

13 cents per share dividend paid from FY21

2

−$0.13 final Feb 2022

$5.71 net tangible assets per share

14

FY23FY22

Net (loss) / profit ($m)( $14.5)$ 6.5 m

(322%)

Weighted shares on issue (m)42.0 m 41.3 m

2%

Earnings per share

1

($)( $0.34)$ 0.16

(319%)

Dividends

2

($)-$ 0.13

(100%)

Net tangible assets ($m)$240 m $251 m

(4%)

Shares at year end (m)42.0 m 42.0 m

-

Net tangible assets per share ($)$ 5.71 $ 5.97

(4%)

Operating segment performance

NZD $millionsFY23FY22
Change

Revenue86.5 80.5

7%

EBITDA1.0 4.6

( 79%)

EBIT(1.6)2.2

( 172%)

Segment assets84.8 84.9

-

EBITDA pre NZ IFRS 16(1.4)1.4

( 199%)

Crop grown- class 1 trays (millions)

Total kiwifruit trays grown - all varieties11.417.0( 33%)

SunGold trays (millions)6.38.8( 28%)

SunGold yields - average per hectare9,29512,000( 23%)

Hayward and other trays (millions)5.18.2( 38%)

Hayward yields - average per hectare6,7309,650( 30%)

1. $1.9m spent in 2023

Orchard operations

$86.5m Revenue – up 7% on FY22

Revenue growth from kiwifruit tray returns

$1.0m EBITDA – down from $4.6m in FY22

−Very low kiwifruit yields, low avocado yields and returns

$16m invested in orchard developments yet to produce

1

−68 hectares on long term leased land

−97 hectares with long-term supply agreements

−Co-investor with landowners and funders

Orchards holding good crop volumes for harvest 2024

−Crop estimate indicates volume recovery in 2024

Growing kiwifruit, avocado and kiwiberryin New Zealand

16

NZD $millionsFY23FY22
Change

Revenue182.4 233.8

( 22%)

EBITDA43.8 59.0

( 26%)

EBIT25.1 41.2

( 39%)

Segment assets360.2 360.4

EBITDA pre NZ IFRS 1635.3 52.8

( 33%)

Kiwifruit packed- class 1 trays (millions)

SunGold19.826.4

( 25%)

Hayward (and other varieties)10.015.6

( 36%)

Total packed29.842.0

( 29%)

Post harvest operations

$182.4m Revenue – down 22%

−Hayward volumes down 36%

−SunGold volumes down 25%

$43.8m EBITDA – down 26%

−Lower volumes across all fruit categories

Capacity set for 2024

−New KKP packline and automation projects at

Seeka Gisborne and Oakside

−Network to handle volumes with less labour

Packing, coolstoring and shipping kiwifruit and avocado for New Zealand orchard owners

17

SeekaFresh retail services operations
$20.7m Revenue – up 9% on FY22

−Higher returns from imported produce and wholesale

market operations

$2.6m EBITDA – up 226%

Growth in tropical fruits import and ripening service,

Kiwiberry, wholesale market and Kiwi Crush

Working with industry partners to rationalise the

avocado supply and marketing system

Marketing Class 2 kiwifruit and avocado, packing Kiwiberry, selling imported fruit, and Kiwi Crush production

18

NZD $millionsFY23FY22

Change

Revenue20.7 19.1

9%

EBITDA2.6 0.8

226%

EBIT1.5 (0.8)

281%

Segment assets13.2 11.5

15%

EBITDA pre NZ IFRS 161.6 (0.1)

3163%

NZD $millionsFY23FY22
Change

Revenue10.4 14.0

( 26%)

EBITDA0.7 1.0

( 32%)

EBIT( 3.1)( 1.1)

( 179%)

Segment assets51.5 54.5

( 6%)

EBITDA pre NZ IFRS 16( 1.4)( 1.1)

( 33%)

Kiwifruit (tonnes)859 1,766

( 51%)

Nashi (tonnes)979 1,004

( 2%)

Pears (tonnes)1,403 1,987

( 29%)

Other fruit (tonnes)69 131

( 47%)

Total tonnes grown, packed and sold3,309 4,888

( 32%)

1. $4.2m spent in 2023

Australian operations

$10.4m Revenue – down 26% on FY22

$0.7m EBITDA compared to $1.0m FY22

Good pricing and demand for Australian-grown fruit

$13m invested in orchard developments yet to produce

1

−63 hectares of kiwifruit

−New variety pears and nashi

−Expansion of jujube

Positive 2024 outlook

Growing, packing and retailing kiwifruit and other Australian produce on owned and leased orchards

19

Sub Committee of the Board, Sustainability Committee
−Oversees climate change strategy and reporting

Seeka considers the impact of three warming scenarios

−On growing conditions, vine health, and communities

Building mitigation strategies to address climate change

−Irrigation, shelter protection, hail netting, and Research and Development

21% reduction in Seeka’s carbon footprint in 2023

−17,987 tonnes Co2e

Carbon reduction strategies

−Include solar installation, refrigerant retro fits and waste reduction

Third Sustainability Report to be released June 2024

Climate change disclosures

20

Seeka’s first year reporting under NZ CS 1-3

Outlook
The 2024 kiwifruit crop looks better, industry forecast at 193m Class 1 trays FOB

−Hayward volumes high

−SunGold back to a normal average

Australian crop looks excellent

−Access to new spray programme

−Wet summer, no drought, crop estimate up

Operationally ready

−Labour supply improved

−Infrastructure set for 50m+ kiwifruit trays

−Health and safety focus

21

Contact
Michael Franks

Chief executive

+64 21 356 516

22

For more information see www.seeka.co.nzor please call

Nicola Neilson

Chief financial officer

+64 21 841 606

Appendix
23

EBITDA
24

EBITDA before revaluations and impairments is considered by Seeka's Board

to be a key measure of performance and reflection of cash flow generation.

NZD $millionsFY23FY22

Net (loss) / profit before tax( 20,988)7,593

Interest expense12,0287,204

Lease interest expense4,8424,289

EBIT( 4,118)19,086

Impairment charges and revaluations

Loss on revaluation of land and buildings294-

Impairments3,4651,016

Depreciation expense15,52016,055

Lease depreciation expense10,4629,516

Amortisation of intangible assets365406

EBITDA before impairments and revaluations25,98846,079

1. Lease liability less the right-of-use lease asset. 2. Notes to Seeka’s 2023 financial statements.
ROCE calculation

25

Return on capital employed is calculated as below

NZD $millions

Notes

2

FY23FY22FY21

EBIT( 4,118)19,08632,180

Adjust for non-recurring items

Other income

3

( 3,240)( 755)( 8,446)

Lease interest expense( 4,842)( 4,289)( 4,610)

Acquisition and restructuring costs

4

5344191,784

Impairments3,4651,0161,188

EBIT - operating activities( 8,201)15,47722,096

Capital employed

Shareholder funds259,949270,943246,491

NZ IFRS16 adjustment

1

13

14,25514,26013,482

Interest-bearing bank debt

17

177,583150,942113,003

Cash( 5,207)( 3,554)( 12,361)

Assets under construction

10

( 8,690)( 20,916)( 10,142)

Assets classified as held for sale

9

( 3,205)( 6,293)( 1,898)

Total capital employed434,685405,382348,575

Average capital employed420,034376,979304,392

Return on capital employed( 2.0%)4.1%7.3%

seeka.co.nz

---

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



Results for announcement to the market

Name of issuer Seeka Limited

Reporting Period 12 months to 31 December 2023

Previous Reporting Period 6 months to 30 June 2023

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$300,920 (13.6%)

Total Revenue $300,920 (13.6%)

Net profit/(loss) from

continuing operations

($14,466) (322.4%)

Total net profit/(loss) ($14,466) (322.4%)

Interim/Final Dividend

Amount per Quoted Equity

Security

Nil dividend declared

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$5.71 $5.97

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Net tangible asset per share is calculated by dividing the

Group’s net assets less goodwill by the total shares on issue at

the end of the period.

Authority for this announcement

Name of person


authorised

to make this announcement

Nicola Neilson

Contact person for this

announcement

Nicola Neilson

Contact phone number +64 21 841 606

Contact email address nicola.neilson@seeka.co.nz

Date of release through MAP


28/02/2024


Audited financial statements accompany this announcement.

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