Foley Wines Limited/Announcement
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FY24 Results: Foley Wines Building Strong Routes to Market

Full Year Results29 August 2024FWLConsumer Staples

Results announcement

Results for announcement to the market

Name of issuer Foley Wines Limited

Reporting Period 12 months to 30 June 2024

Previous Reporting Period 12 months to 30 June 2023

Currency NZD


Amount (000s) Percentage change

Revenue from continuing operations $66,449 -0.3%

Total Revenue $66,449 -0.3%

Net profit/(loss) from continuing operations $1,746 -72.6%

Total net profit/(loss) $(4,081) -164.3%

Interim/Final Dividend

Amount per Quoted Equity Security $ 0.00000000

Imputed amount per Quoted Equity Security $ 0.00000000

Record Date N/A

Dividend Payment Date N/A

Current period Prior comparable period

Net tangible assets per Quoted Equity

Security

$1.65 $1.71

A brief explanation of any of the figures

above necessary to enable the figures to be

understood

Total net profit/(loss) before one-off income tax expense

for change in depreciation on buildings of $4,548 was

$467 -92.6%

Other Key Metrics:

Operating Profit before revaluations and income tax

(“Operating Earnings”) $4,129 -59.6%

Operating Profit before interest, revaluations, income tax,

depreciation and amortisation (“Operating EBITDA”)

$16,176 -20.3%

This announcement should be read in conjunction with

the attached audited Annual Report 2024. A copy of the

Annual Report 2024 can also be found on the Foley

Wines Investor web site www.foleywines.co.nz.

Authority for this announcement

Name of person


authorised to make this

announcement

Jane Trought – CFO

Contact person for this announcement Mark Turnbull – CEO

Contact phone number +64 21 714 885

Contact email address mark@foleywines.co.nz

Date of release through MAP


29 August 2024


Audited financial statements accompany this announcement.

---

ANNUAL REPORT
|

2024

made by land & hand

Contents
Performance Overview 3

Chief Executive Officer (CEO) and Directors’ Report 5 – 24

Directors’ Responsibility Statement 25

Financial Statements

Income Statement 27

Statement of Comprehensive Income 28

Statement of Changes in Equity 29

Statement of Financial Position 30 – 31

Statement of Cash Flows 32

Notes to the Financial Statements 33 – 71

Independent Auditor’s Report 72 – 75

Corporate Governance Statement 76 – 84

Statutory Information 85 – 91

Company Directory 92

Foley Wines is a collection of iconic

wineries and brands from New Zealand’s

most acclaimed wine regions

Each with a unique story of New Zealand to

tell, our wineries and distillery are linked by a

common unrelenting purpose; to make great

wine that people love to drink around the world

– made by land & hand.

made by

land &

hand

1

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Our Wineries
& Distillery

Martinborough Vineyard

Martinborough

Grove Mill

Wairau Valley, Marlborough

Te Kairanga

Martinborough

Vava s ou r

Awatere Valley, Marlborough

Lighthouse Gin

Martinborough

Mt Difficulty

Central Otago

The 2024 year was a tough year for the Company and wider industry. Notwithstanding the

headwinds faced, the Directors were pleased that case sales were down only 4% on last year,

which was a solid turnaround from the first six months. Export case sales were down 5.8%

which, when compared to the market being down 21% for packaged wine, demonstrated the

Company’s hard work on developing strong routes to market for our brands.

BOTTLED SALES REVENUE

$62,491,000 (up 0.3%)

CASE SALES

561,000 (down 4%)

USA CASE SHIPMENTS

133,000 (up 60%)

OPERATING EARNINGS

$4,129,000 (down 60%)

(LOSS) AFTER TAX

$(4,081,000) (down 164%)

PROFIT AFTER TAX

EXCLUDING ONE-OFF TAX

ADJUSTMENT

$467,000 (down 93%)

OPERATING EBITDA

1


$16,176,000 (down 20%)

Performance

Overview

1. To be read in conjunction with the Disclosure of Non-GAAP Financial Information on page 24.

23

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

On behalf of the Directors of Foley Wines Limited (FWL) we present the 2024 operating
results and annual report for the 12 months ended 30 June 2024.

OPERATING PERFORMANCE

The Company reports an operating profit before revaluations and income tax (“operating

earnings”) of $4,129,000 compared with $10,216,000 for the previous financial year.

The year was very challenging as it became very evident that there was a significant

over supply of Marlborough Sauvignon Blanc resulting in deep discounting. At the time

of writing, one broker alone has 5m litres of 2023 Marlborough Sauvignon Blanc listed

for as low as $2.15 per litre. The strategy we adopted was to remain focused on selling

packaged wine through the channels established and assisting the retailers with additional

promotional funding to keep the brands in the forefront of consumers’ minds. Further, the

Company invested heavily in the USA with various initiatives which lead to a 60% increase

in shipments to the USA. This investment was a major factor in the increase in selling,

marketing and promotion expenses of approximately $3m. However, this has meant the

Company is already shipping the 2024 vintage to many markets and inventory is generally

in balance.

Mark Turnbull, CEO and Director

“ The Company remained

focused on selling its

brands through established

channels and keeping its

wines front of mind.”

CEO & DIRECTORS’ REPORT

Staying the

course.

5

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Bottled
Case Sales

BOTTLED CASE SALES (000’S) 12 MONTHS TO JUNE

JUNE ‘24JUNE ‘23 % CHANGE

New Zealand

176174+1%

Australia

81120(33)%

USA

1338360%

UK/Europe

133170(22)%

Rest of World

38366%

TOTAL

561583(4)%

The Company was prudent in managing administration costs even though we faced major

increases in insurance.

Vineyard replacement costs this year of $1.279m reflected the decisions made previously to

redevelop our own vineyards to ensure we have varietals that consumers demand, and also

to be less reliant on third party supply in the future. The Company intends to complete one

further area next year and then there will be a pause in this redevelopment.

Operating EBITDA for the period was $16.2m, down 20% on last year, which gives some

insight into how the business performed taking out the one off accounting costs and high

interest rates.

As outlined every year, we are of the firm belief that operating earnings is the key metric

to demonstrate the progress the Company is making due to the complexity around the

accounting standards and fair value adjustments, particularly with harvested grapes. The

reasons are twofold. Firstly, this is how the Company budgets, determines pricing and

manages performance. Secondly, the fair value of grapes is a timing issue. A gain in the year

of harvest is reversed in the year of sale and, on the flip side, a loss in the year of harvest is

reversed in the year of sale.

This year our unrealised loss on harvested grapes is much higher than previous years for

two reasons. Firstly, the lower yield results in a higher cost per tonne. Secondly, due to the

current market conditions, the price of grapes per tonne decreased. This resulted in a much

higher price variation leading to a much higher loss at the time of harvest, which is then

reversed out when sold.

Changes to tax legislation which has removed the ability to claim tax depreciation on

commercial buildings has resulted in a one-off deferred tax expense of $4,548,000.

The (Loss)/Profit for the period net of tax attributable for the Shareholders was $(4,081,000),

down 164% compared with $6,342,000 the previous year.

67

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

CASHFLOW
Operating cash flow was $4,340,000 for the year, down from $10,348,000 the previous

year. This year’s cashflow was significantly influenced by a number of factors:

– Significantly higher marketing costs to fund promotions to move through inventory and

to fund market growth.

– Higher insurance costs due to an increase in premium rates by reinsurers for New Zealand

based businesses and increased sums insured due to the capital investment made by

the Company.

– Higher interest costs due to higher interest rates and increased borrowing to fund

asset purchases.

– Sales for the last quarter were the highest for the year. This timing has a major influence

on cash receipts.

Capital expenditure was $5,770,000 for the year compared with $14,017,000 the previous

year. The major expenditure during the year was an upgrade of the refrigeration system

at the Vavasour winery and continued investment in vineyard productivity with further

replants in underperforming vineyards. The major item of expenditure during the prior year

was the development at Te Kairanga in Martinborough (The Runholder), comprising of a

tasting room, restaurant and distillery, amounting to $6.6m, and the expansion of the Grove

Mill winery by 1,000 tonnes of processing capacity with a new tank farm, amounting to

$3.2m. The balance of the capital expenditure was operating capital expenditure of $4.2m.

Capital expenditure for the year ahead is budgeted at approximately $3.5m which is materially

lower than the past two years, with the majority of this expenditure on redeveloping the

vineyards that were removed and written off this year.

The above case sales performance, when compared with the export data from Statistics New

Zealand, is solid. As mentioned earlier, total packaged wine from New Zealand was down

21%, whereas the Company was down 5.8%.

The investment in the USA market made a material difference with the Company’s case

sales up 60% while the total market was down 22%. The Company’s case sales to Australia

were down 33% versus the total market being down 36%. The good news was that the

Company’s case sales to Australia were actually up 60% for the last six months compared

with the prior year, which was reflective of our customers’ inventory coming into balance.

Once again our brands held up well in New Zealand against a background of a weak retail

sector and consumers being conscious about any discretionary expenditure.

89

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

BRAND HOMES
The Company is pleased to have completed its first year of operations at its new hospitality

venue in Martinborough, The Runholder. In its first year this 100 person restaurant, tasting

room, cellar door, viewing terrace, private dining room and distillery has welcomed

thousands of guests to share the stories of our Martinborough brands, Te Kairanga,

Martinborough Vineyard and Lighthouse Gin. In addition to very high customer ratings

across Google and TripAdvisor, The Runholder has recently been recognised in the Cuisine

Good Food Awards 2024 “Who we are watching” list. It has also been awarded a Gold

Qualmark accreditation, identifying the business as a best-in-class sustainable tourism

business in New Zealand, delivering exceptional customer experiences and leading the way

in making the New Zealand tourism industry a world-class sustainable visitor destination.

In addition to the hospitality offering, The Runholder provides key operational facilities

including gin bottling, warehousing and a subterranean barrel hall which has capacity for

1,300 barrels and has been operational for the past three vintages. The distillery serves a

dual purpose with the still itself providing much greater gin production capacity, while

large floor to ceiling windows position the craftmanship of the custom built CARL still as

a striking display for visitors to discover the distilling process.

Both The Runholder and Mt Difficulty hospitality venues offer truly unique and memorable

destinations for visitors to experience the Company’s brands.

Our online cellar door, The Foley Wine Club, has recently received a refresh to even better

showcase our brands, in particular those rare and library wines which are hard to find

elsewhere. The Foley Wine Club and Foley Rewards programme create a powerful platform

generating significant trial and loyalty across the brands. In synergy with the hospitality

venues, the Foley Wine Club continues to build a strong halo effect on the Company’s brands

in the wider market.

The Shareholder Store continues to be a popular online destination and also received a

refresh during the year, being renamed Foley VIP Cellar. Available to Shareholders, this

online store makes available our portfolio of brands at special VIP prices, as well as access

to VIP-only offers.

THE RUNHOLDER, MARTINBOROUGH

11

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

MARIE ZELIE
The Company was proud to this year launch the sixth release of Martinborough Vineyard’s

iconic Marie Zelie Reserve Pinot Noir. This 2019 vintage marked the first release of this

wine since 2013 and was warmly welcomed by wine media and connoisseurs alike at

media events and wine dinners at Somm Cellar Door and Hotel Britomart in Auckland,

and at The Runholder in Martinborough. Awarded 98 Points from US wine critic James

Suckling, this historied wine continues to reinforce the tradition of handcrafted excellence

at Martinborough Vineyard, and set the standard for luxury New Zealand Pinot Noir.

CUSTOMERS SEEKING OUT THE VALUE OF FOLEY WINES’

UNIQUE PROPOSITION

For a number of years the Company has described its unique ability to deliver value through

its portfolio of high quality brands from three acclaimed regions. The past year has continued

to prove the value of this ‘one stop’ solution for customers, with an increasing number

of customers seeking out the business to supply multiple products across price points and

regions, resulting in long term mutually beneficial relationships in key markets.

FOLEY WINES LIMITED | ANNUAL REPORT 2024

12

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

QUALITY
The Company was delighted to receive outside recognition of quality from some of the

world’s most respected and influential industry competitions and commentators. Highlights

from the year included:

– Trophy for Champion Sauvignon Blanc for Vavasour Sauvignon Blanc and Golds for an

additional 14 wines at The New Zealand International Wine Show 2023

– Six Golds at The National Wine Awards of Aotearoa 2023

– Four Golds at The Marlborough Wine Show 2023

– 48 wines awarded 90+ Point scores by James Suckling

– Recognition of our wines by The Real Review’s Wine Classification of New Zealand

with Two Merits for Martinborough Vineyard Home Block Chardonnay, Martinborough

Vineyard Home Block Pinot Noir, Martinborough Vineyard Manu Riesling, and

Te Kairanga John Martin Pinot Noir, and One Merit each for Te Tera Pinot Noir,

Te Kairanga Runholder Pinot Noir, Vavasour Sauvignon Blanc, Dashwood Sauvignon

Blanc, Mt Difficulty Bannockburn Pinot Noir and Mt Difficulty Target Gully Riesling.

In addition, our wines were selected to be served to guests aboard the world’s most

discerning airlines in the past 12 months:

– Vavasour Sauvignon Blanc served aboard British Airways First Class, Malaysia Airlines

Business Class and Singapore Airlines First Class

– Vavasour Pinot Noir served aboard Air New Zealand Business Class

– Te Kairanga Runholder Pinot Noir served aboard Air New Zealand Business Class

– Martinborough Vineyard Home Block Sauvignon Blanc served aboard Singapore

Airlines First Class and Malaysia Airlines Business Class

– Martinborough Vineyard Home Block Pinot Noir served aboard Singapore Airlines

First Class

– Te Tera Pinot Noir served aboard British Airways First Class

– Mt Difficulty Bannockburn Pinot Noir served aboard Air New Zealand Business Class

– Mt Difficulty Target Gully Riesling served aboard Air New Zealand Business Class

15

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

TOAST MARTINBOROUGH
Further bolstering the premium experiences the Company is able to offer in the region, the

Company acquired the long-running wine and food festival Toast Martinborough during

the year. The refreshed festival will be ‘a toast to Martinborough’, reflecting the boutique

wine region’s premium, small scale wine production and elevated wine experiences.

With a new summer date of January 19, coinciding with Wellington Anniversary, festival

goers will be able to make a long weekend of it and fully immerse themselves in the wine,

food and VIP experiences running across the weekend. The festival will retain its boutique

personality that comes from visiting individual wineries of the Martinborough wine village

with different wine, food and live music at each site, but will now be walkable with all sites

located along a picturesque stretch of road flanked by vineyards.

16

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

2024 HARVEST
The harvest totalled 6,404 tonnes across the Grove Mill and Vavasour wineries in

Marlborough, Te Kairanga and Martinborough Vineyard wineries in Martinborough and

Mt Difficulty winery in Central Otago, an overall decrease of 21% on last year’s harvest of

8,137 tonnes. This decrease is in line with region-wide reductions in yields.

Marlborough and Martinborough experienced disruptive weather and cooler spring growing

conditions resulting in a region-wide reduction in yield for the 2023/2024 growing season.

The lower yields and the warm and dry summer resulted in an earlier harvest than usual in

Marlborough. The winemakers are delighted with the quality of the vintage and are looking

forward to producing world class wines from this vintage. At the time of writing, we have

already won three Gold medals from the 2024 vintage.

This decrease in tonnage is reflected in the fair value loss of $3,458,000 discussed earlier,

which has a major influence on the year ahead in terms of an increase in cost of goods.

18

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

SUSTAINABILITY
It continues to be the view of the Company that acting sustainably is a matter of necessity,

not a ‘nice to have’. Environmental issues remain increasingly important in consumers’

decision making. The practical, tangible sustainability practices that underpin our operations

go beyond the Sustainable Winegrowing New Zealand accreditation held by each of our

wineries and vineyards. Our practices carry through from vineyards to packaging and

include using labels made from sugarcane on some products, irrigating vineyards and native

plantings with winery wastewater to conserve water and restoring local wetland habitats.

Our small wineries are positioned amongst our vineyards, reducing the carbon footprint of

incoming grapes during harvest, and integrating into the landscape. The living roof at Mt

Difficulty is designed to encourage biodiversity, evaporative cooling, and heat retention.

In addition to our continued use of recycled glass manufactured locally in New Zealand, we

have this year taken the step to start transitioning a significant number of our bottlings to a

new ‘super lightweight’ bottle. Over the next 12 months this will further reduce our total use

of glass and our carbon footprint associated with transport and shipping through reduced

weight of the packaged product.

Recycled

New Zealand

Glass

Industry-

Leading Water

Conservation

Ongoing

Packaging

Improvements

Restoring

Local

Habitats

Powered with

the help of

Solar Energy

Part of

the

Landscape

21

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

DIVIDEND
The Directors have resolved that no final dividend will be paid for the year ended 30 June

2024. The Directors believe given the tough economic conditions, the focus needs to be on

reducing debt over the next 12 months. The policy of the Board is to evaluate present and

projected cash flows, sustainable operating earnings and, if prudent, to declare a dividend

subject to current and future capital and acquisition expenditure requirements.

OUTLOOK

Trading conditions both domestically and globally remain subdued. It is very apparent that

there is still an oversupply from the 2023 vintage in New Zealand, coupled with a higher

cost of goods and high interest rates which compounds the situation.

The Company has worked hard to build strong channels for its brands which has been

evident with the sales over the past 12 months. The Company is in a good position to sell

through the 2024 vintage in a timely manner and hopefully with a normal vintage in 2025

will be in a much improved position for the 2026 financial year.

Finally, the Directors wish to thank the team for the outstanding job done over the past year

against a back drop of an uncertain global economy.

For and on behalf of the Board of Directors

Mark Turnbull

CEO and Director

23

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

For the year ended 30 June 2024
The Directors are responsible for the preparation, in accordance with New Zealand law

and generally accepted accounting practice, of financial statements which fairly present the

financial position of Foley Wines Limited and Group as at 30 June 2024 and the results of

their operations and cash flows for the year ended 30 June 2024.

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

using accounting policies appropriate to the Group circumstances, consistently applied and

supported by reasonable and prudent judgements and estimates, and that all applicable New

Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) and IFRS Accounting

Standards (‘IFRS’) as issued by the International Accounting Standards Board, have

been followed.

The Directors have responsibility for ensuring that proper accounting records have been

kept which enable, with reasonable accuracy, the determination of the financial position of

the Company and Group and enable them to ensure that the financial statements comply

with the Financial Markets Conduct Act 2013 and Financial Reporting Act 2013.

The Directors have responsibility for the maintenance of a system of internal control designed

to provide reasonable assurance as to the integrity and reliability of financial reporting.

The Directors consider that adequate steps have been taken to safeguard the assets of the

Company and Group and to prevent and detect fraud and other irregularities.

The Directors are pleased to present the financial statements of Foley Wines Limited and

Group for the year ended 30 June 2024.

This annual report is dated 29 August 2024 and is signed in accordance with a resolution of

the Directors made that day pursuant to section 211(1)(k) of the Companies Act 1993.

For and on behalf of the Directors



PR Brock

Chairman

AM Turnbull

CEO and Director

Directors’ Responsibility

Statement

The Operating EBIT and Operating EBITDA are derived from the NZ-GAAP financial statements as follows:

GroupGroup

20242023

$’000$’000

Operating Profit before interest, impairment, revaluations & income tax8,76613, 595

Impairment of inventory(71)(17 )

Interest on lease liabilities through cost of sales (note 13.1)495497

Operating EBIT (earnings before interest and tax)9,19 014 ,075

Depreciation5,6 014 ,991

Amortisation1,3851, 219

Operating EBITDA (earnings before interest, tax,

depreciation and amortisation)16 ,17620,285

The Directors believe that the Operating EBITDA gives some insight into how the business performed taking out the one-off

accounting costs and high interest rates.

For the year ended 30 June 2024

Disclosure of Non-GAAP

Financial Information

25

FOLEY WINES LIMITED | ANNUAL REPORT 2024

24

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

GroupGroup
20242023

Notes$’000$’000

Total Revenue 366,44966,632

Expenses

Cost of sales(4 3 , 0 61)(42,879)

Selling, marketing and promotion expenses(8,593)(5, 571)

Administration and corporate governance expenses(4,750)(4,567)

Vineyard replacement losses(1,279)–

Other expenses–(20)

Expenses excluding interest(57,683)(53,037)

Operating Profit before interest, impairment,

revaluations & income tax8,76613,595

Interest revenue6142

Interest expense4(4,627)(3,404)

Net finance costs(4,566)(3,362)

Operating Profit before impairment, revaluations &

income tax4,20010,233

Impairment

(Impairment) of inventory2.2 (c)(71)(17 )

Operating Profit before revaluations & income tax4 ,12 910,216

Revaluation gains and losses

Unrealised gain in fair value of financial assets/liabilities 23(k)400113

Unrealised (loss) on harvested grapes20(3,458)(201)

Realised reversal of (gain) on harvested grapes(466)(1,223)

Gain on purchase2996–

Profit before income tax7018,9 05

Income tax expense5.1(234)(2,563)

Income tax expense – change in depreciation on buildings5.1(4,548)–

(Loss)/Profit for the year net of tax, attributable to

Shareholders of the Parent Company(4 ,0 81)6,342

Basic (Loss)/Earnings per share cps (after tax)6(6 . 21)9. 6 5

Diluted (Loss)/Earnings per share cps (after tax)6(6 . 21)9. 31

Income

Statement

For the year ended 30 June 2024

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 34 to 71.

Financial Statements

27

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Statement of
Changes in Equity

For the year ended 30 June 2024

Fully PaidAsset

OrdinaryRevaluationRetained

SharesReserveEarningTotal

GroupNotes$’000$’000$’000$’000

Equity at 1 July 2023 86 , 51829,88831,10 214 7, 5 0 8

(Loss) for the year––(4 ,0 81)(4 ,0 81)

Other comprehensive income for the year net of tax9––––

Transfer from Asset Revaluation Reserve to Retained

Earnings–(172)172–

Total comprehensive income for the year –(172)(3,909)(4 ,0 81)

Distributions to owners7––––

Transactions with owners during the year––––

Added to equity during the year–(172)(3,909)(4 ,0 81)

Equity at 30 June 202486 , 51829, 7162 7,19 3143, 427

Dividends paid per share cps70.0

Fully PaidAsset

OrdinaryRevaluationRetained

SharesReserveEarningTotal

GroupNotes$’000$’000$’000$’000

Equity at 1 July 202286 , 51829,8882 7, 3 8 9143, 795

Profit for the year––6,3426,342

Other comprehensive income for the year net of tax9––––

Total comprehensive income for the year ––––

Distributions to owners7––(2,629)(2,629)

Transactions with owners during the year––(2,629)(2,629)

Added to equity during the year––3, 7133, 713

Equity at 30 June 2023 86 , 51829,88831,10 214 7, 5 0 8

Dividends paid per share cps74.0

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 34 to 71.

GroupGroup

20242023

Notes$’000$’000

(Loss)/Profit for the year3(4 ,0 81)6,342

Other comprehensive income:

Items that will not be reclassified to profit or loss:

Revaluation of property, plant and equipment2.3.8, 10––

Income tax on items taken directly to or transferred from equity5.2––

Other comprehensive income for the year, net of tax––

Total comprehensive income for the year, net of tax (4 ,0 81)6,342

Statement of

Comprehensive Income

For the year ended 30 June 2024

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 34 to 71.

2829

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Statement of
Financial Position

(continued)

As at 30 June 2024

GroupGroup

20242023

Notes$’000$’000

CURRENT LIABILITIES

Trade and other payables117,15 48,556

Bank overdraft12–4 , 721

Loans and borrowings12502,356

Lease liabilities13. 21,2381,077

Convertible notes1410,90 010,90 0

Other financial liabilities152705 61

Current tax liabilities5.3–1,256

19, 61229, 427

NON-CURRENT LIABILITIES

Loans and borrowings1251,89542,429

Lease liabilities13. 212,8 4 313, 4 4 0

Other financial liabilities155716 6

Deferred tax liabilities5.417, 9 4 215 ,11 0

82,73771,14 5

TOTAL LIABILITIES102,34910 0,572

EQUITY

Share capital886 , 51886 , 518

Reserves929, 71629,888

Retained earnings102 7,19 331,10 2

TOTAL EQUITY143, 42714 7, 5 0 8

TOTAL LIABILITIES AND EQUITY245,776248,080

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 34 to 71.

Statement of

Financial Position

As at 30 June 2024

GroupGroup

20242023

Notes$’000$’000

CURRENT ASSETS

Cash and cash equivalents10110

Trade and other receivables1614 ,60313, 78 4

Inventories1750,42352,085

Biological work in progress18 & 201,90 01,84 4

Prepaid expenses380377

Current tax assets5.3170–

6 7, 5 7 768 ,10 0

NON-CURRENT ASSETS

Property, plant and equipment1913 0 ,101131,123

Right-of-use assets13.112 ,17412,816

Intangible assets2135,12535,125

Other receivables16799916

178,199179,98 0

TOTAL ASSETS245,776248,080

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 34 to 71.

3031

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

Statement of

Cash Flows

For the year ended 30 June 2024

GroupGroup

20242023

Notes$’000$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from (applied to)

Receipts from customers70,2996 7,1 01

Interest received286

Payments to suppliers and employees(58,103)(50,412)

Interest and other costs of finance paid(4,627)(3,404)

Income tax paid(3,257)(2,943)

Net cash flow from operating activities224,34010,348

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was obtained from (applied to)

Sale of property, plant and equipment5293

Purchase of property, plant and equipment(5,770)(14 ,017 )

Grower and other loans repaid150150

Cash acquired through business combination2981–

Net cash flow (applied to) investing activities(5,487)(13 , 7 74 )

CASH FLOW FROM FINANCING ACTIVITIES

Cash was provided from (applied to)

Dividends paid7–(2,629)

Loans advanced22 (b)25,00021,000

Loans repaid22 (b)(17, 8 6 2 )(18,248)

Lease liabilities repaid22 (c)(1,179)(1,096)

Net cash flow from/(applied to) financing activities5,959(973)

Net increase/(decrease) in cash held4 ,812(4,399)

(Bank overdraft) at beginning of year( 4 , 7 11)(312)

Cash and cash equivalents/(Bank overdraft) at end of year101( 4 , 7 11)

Comprising: Cash and cash equivalents10110

Bank overdraft12–(4,721)

101( 4 , 7 11)

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 34 to 71.

FOLEY WINES LIMITED | ANNUAL REPORT 2024

32

FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 BASIS FOR PREPARATION (CONTINUED)

Judgements, Estimates and Assumptions and Material Accounting Policy Information

(Continued)

The significant areas of estimation and assumptions made in the preparation of these financial statements are as follows:

(a) Fair Value of Land, Land Improvements and Buildings

The fair value of land, land improvements (vineyards) and buildings is determined by an independent valuer. The fair value of

land, vineyards, including bearer plants (grape vines) and other vineyard infrastructure, and buildings were determined under

the principle of highest and best use at balance date. Fair value is the amount for which the assets could have been exchanged

between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation

date. Fair value is determined by direct reference to recent market transactions on arm’s length terms for vineyards comparable

in size, location and varietal mix to those held by the Group. The fair value of land takes into consideration the access to water

at each site. To determine the fair value the independent valuer uses valuation techniques which are inherently subjective and

involve estimation. The Directors consider that market data exists to support this basis of valuation. Refer to note 19.

(b) Fair Value of Grapes at the Point of Harvest

The fair value of grapes at the point of harvest is determined by reference to market prices for each variety of grape grown

in the local area at the time of harvest. The Directors’ assessment of the fair value at the point of harvest is determined after

reviewing the market price paid to independent grape growers including reference to New Zealand Winegrowers annual

Grape Price Data. Refer to note 20. The fair value of grapes is sensitive to changes in the market. These changes are factored

into the market price determined by New Zealand Winegrowers. The carrying value of grapes is unlikely to be significantly

impacted by market movements in next 12 months as these grapes will be used in production of wine.

(c) Impairment of Assets other than Goodwill and Indefinite Life Intangibles

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the

particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.

In relation to inventories the net realisable value, represents the estimated selling price in the ordinary course of business,

less estimated costs of completion and estimated costs to be incurred in the marketing, selling and distribution. Following this

review of net realisable value and a comparison of this to the cost of inventories an impairment of inventory of $71,000 for the

Group has been recorded in the current year (2023: $17,000). Refer to note 17.

(d) Impairment of Goodwill and Indefinite Life Intangibles

The Group determines at least annually whether goodwill and indefinite life intangible assets are impaired. This requires an

estimation of the recoverable amount of the cash generating units to which the goodwill and intangible assets were allocated.

The calculation of the recoverable amount of the cash generating unit involves assumptions to be made in terms of the timing

and extent of net cash flows expected to arise from the cash generating unit and the selection of an appropriate discount rate

in order to determine the present value. The Group has determined that in the current year there is only one cash generating

unit for the whole business and the value of the goodwill and intangible assets was supported by value-in-use calculations.

These calculations required the use of estimates. These estimates are set out in note 21.

1. REPORTING ENTITY

Foley Wines Limited (“the Company”, “the Parent”) is a company domiciled in New Zealand, registered under the Companies

Act 1993 and listed on the NZX Main Board (NZSX) of the New Zealand Stock Exchange (“NZX”). The Company is an FMC

reporting entity in terms of the Financial Markets Conduct Act 2013.

The Company is an integrated wine company producing table wines with the marketing and sales of premium wines in New

Zealand and various export markets.

The Company is 52.80% (2023: 52.80%) owned by Foley Holdings New Zealand Limited, which in turn is owned 80.47%

by FFW Opco, LLC., a company domiciled in the United States of America, and previously until 22 January 2024 by Foley

Family Wines Holdings, Inc., a company domiciled in the United States of America.

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

The financial statements of Foley Wines Limited (“the Company”, “the Parent”) and its subsidiaries and controlled entities

(together referred to as “the Group”) have been prepared in accordance with generally accepted accounting practice in

New Zealand (“NZ GAAP”). The Company is a profit-oriented company incorporated in New Zealand with its registered

office at 13 Waihopai Valley Road, RD6, Blenheim 7276, New Zealand.

2.1 STATEMENT OF COMPLIANCE

The Company is a reporting entity for the purpose of the Financial Markets Conduct Act 2013 and its financial statements

comply with that Act.

These financial statements comply with the New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) and IFRS

Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board, and other applicable financial

reporting standards as appropriate for profit-oriented entities.

The financial statements were authorised for issue by the Directors on 29 August 2024.

2.2 BASIS FOR PREPARATION

The financial statements have been prepared on the historical cost basis except for land and buildings, land improvements

including biological bearer plants (refer note 2.2(a)), inventory produced from estate grown grapes at the point of harvest

(refer note 2.2(b)) and derivative financial instruments each of which have been measured at fair value. The reporting currency

is New Zealand dollars and all values are rounded to the nearest thousand dollars ($’000), unless otherwise stated.

Judgements, Estimates and Assumptions and Material Accounting Policy Information

In the application of NZ IFRS the Directors are required to make judgements, estimates and assumptions about carrying values

of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based

on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of

which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future

periods if the revision affects both current and future periods.

Notes to the

Financial Statements

3435

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.1 REVENUE RECOGNITION (CONTINUED)

(b) Interest revenue

Revenue is recognised as the interest accrues (using the effective interest method which is the rate that exactly discounts

estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial

asset).

2.3.2 IMPAIRMENT OF ASSETS OTHER THAN GOODWILL AND INDEFINITE LIFE

INTANGIBLES

At each reporting date, the Group reviews the carrying value of its tangible and intangible assets and assesses whether there

is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing

for an asset is required, the Group makes a formal assessment of recoverable amount. Where the carrying amount of an

asset or cash generating unit exceeds its recoverable amount the asset is considered to be impaired and is written down to its

recoverable amount.

Impairment losses relating to property, plant and equipment are recognised in the current period profit or loss, unless the

relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease only to the extent

that there are sufficient previous reserves.

The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. In determining the

expected credit losses for these assets, the Company has taken into account the historical default experience, the financial

position of the counterparties and considered various external sources of actual and forecast economic information, as

appropriate, in estimating the probability of default of each of these financial assets occurring, as well as the loss upon

default in each case.

2.3.3 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, cash at bank and investments on call or in short-term deposits with an

initial maturity of three months or less.

2.3.4 TRADE AND OTHER RECEIVABLES

Trade receivables are recognised initially at fair value and subsequent to initial recognition are carried at amortised cost less

impairment. Bad debts are written off during the year in which they are identified.

Other receivables are initially recognised at fair value of the consideration received or receivable.

2.3.5 INVENTORIES

All inventories are valued at the lower of cost or deemed cost and net realisable value. Cost is calculated on an average cost

basis. Inventory costs include a systematic allocation of appropriate production overheads that relate to putting inventories

in their present location and condition but exclude borrowing costs. The allocation of production overheads is based on the

normal capacity of the production facilities. The deemed cost for the Group’s agricultural produce (grapes) is fair value at

harvest date less estimated point-of-sale costs in accordance with NZ IAS 41 ‘Agriculture’.

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

and estimated costs to be incurred in the marketing, selling and distribution.

2. SUUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 BASIS FOR PREPARATION (CONTINUED)

Judgements, Estimates and Assumptions and Material Accounting Policy Information

(Continued)

The significant areas of critical judgements made in the preparation of these financial statements are as follows::

(a) Lease Accounting

The Group has entered into long-term vineyard leases which allow the Group to control the growing and harvesting of the

grapes used in the production of finished product.

Significant estimates and judgements that have been required for the application of NZ IFRS 16 Leases are:

• The determination of whether an arrangement contains a lease;

• The determination of lease term for some lease contracts in which the Group is a lessee that include renewal options and

termination options, and the determination whether the Group is reasonably certain to exercise such option;

• The determination of the incremental borrowing rate used to measure lease liabilities;

• The determination of the expected cost to dismantle and remove lease improvements at end of the lease.

Refer to note 13.

The Directors continually review all accounting policies and areas of judgement in presenting the financial statements.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the

concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is

reported. A summary of material accounting policy information is disclosed in section 2.3.

2.3 MATERIAL ACCOUNTING POLICY INFORMATION

The following material accounting policies have been adopted in the preparation and presentation of the financial statements:

2.3.1 REVENUE RECOGNITION

Revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the vendor expects to be entitled in exchange for those goods or services.

The following specific recognition criteria must also be met before revenue is recognised:

(a) Sale of goods

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and

excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or

service to a customer. Control is considered transferred to the buyer at the time of delivery of the goods to the customer or at

the free on board (FOB) port/delivery point or as otherwise contractually determined. Delivery occurs when the goods have

been shipped to the customer’s specific location. For sales of goods to retail customers, transfer is at the point the customer

purchases the goods at the retail outlet. Payment of the transaction price, which may be reduced by the customer opting

to redeem accrued Foley Reward Points towards the purchase, is due immediately at the point the customer purchases the

goods. Foley Reward Points are earned on purchases through the Foley Wine Club online store and on case purchases from

the Company cellar doors.


3637

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.8 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

All other items of property, plant and equipment are recorded on the cost basis less accumulated depreciation and impairment

losses.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances

indicate that the carrying value may not be recoverable. Resulting impairment losses are recognised as an expense in profit

or loss.

All items of property, plant and equipment other than land, are depreciated on a straight line basis at rates which will write off

their cost or revalued amount less estimated residual value over their expected useful lives.

The estimated useful lives, residual values and depreciation methods are reviewed at the end of each annual reporting period.

The estimated useful lives of major classes of assets are as follows:

Buildings 10 – 50 years

Land improvements and bearer plants (grape vines) 5 – 50 years

Plant, equipment and vehicles 1 – 20 years

Buildings under construction are not depreciated until completed.

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

from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.

2.3.9 INTANGIBLE ASSETS OTHER THAN GOODWILL

Purchased identifiable intangible assets, comprising trademarks, are shown at cost less any accumulated impairment losses.

Trademarks have been assessed as having an indefinite life, since the Company has the rights to the brand while it is registered

and has no intention of relinquishing those rights. Trademarks are not amortised but are subject to annual impairment testing

whereby the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount

is lower than the carrying amount.

Intangible assets acquired in a business combination and recognised separately from goodwill, such as brands acquired, are

initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated

impairment losses, on the same basis as intangible assets that are acquired separately.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal

proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

2.3.10 LOANS AND BORROWINGS

Borrowings are initially recorded at fair value of the consideration received, net of issue costs directly associated with the

borrowing. After initial recognition, borrowings are subsequently measured at amortised cost, which present values the

borrowing using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs, and

any discount or premium on issuance.

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.6 LEASES

All leases are accounted for by recognising a right-of-use asset and a lease liability except for Leases of low value assets; and

Leases with a term of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the

discount rate determined by reference to the Group’s incremental borrowing rate on commencement of the lease.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance

outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the

remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease

term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or

rate or when there is a change in the assessment of the term of any lease.

2.3.7 AGRICULTURE (BIOLOGICAL ASSET PRODUCE AND BIOLOGICAL WORK IN

PROGRESS)

Agriculture comprises agricultural produce (harvested grapes) from bearer plants (grape vines).

All costs incurred in deriving produce from the current year’s harvest or maintaining agricultural assets (bearer plants) are

capitalised and treated as part of the cost of inventory. Costs incurred in deriving produce from a future harvest are capitalised

and treated as Biological work in progress in the Statement of Financial Position.

The fair value of harvested grapes (agricultural produce or “consumable biological asset”) less estimated point-of-sale costs

is recognised in profit or loss as gain/loss on harvested grapes in the period of harvest. The fair value of grapes is determined

by reference to market prices for grapes in the local area, at the time of harvest. This becomes the deemed “cost” for inventory

valuation purposes.

2.3.8 PROPERTY, PLANT AND EQUIPMENT

Land, land improvements (vineyards), including bearer plants (grapes vines) and other vineyard infrastructure, and buildings

(excluding buildings under construction) are valued at fair value less accumulated depreciation. Land is not depreciated. Fair

value is determined on the basis of an independent valuation prepared by external valuation experts. The fair values are

recognised in the financial statements and are reviewed at the end of each reporting period to ensure that the carrying value

is not materially different from their fair value. Fair value is determined by reference to market-based evidence, which is the

amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller

in an arm’s length transaction as at the valuation date. Any subsequent acquisitions since the last revaluation are recorded at

cost less accumulated depreciation and impairment losses.

Land improvements include all costs incurred in developing vineyards including direct material (including grapes vines), direct

labour and an allocation of overhead and financing cost. These are not depreciated until the integrated vineyard asset

reaches full commercial production which is typically two to three years after planting.

Revaluation increases are taken directly to the revaluation reserve except to the extent that they reverse a previous revaluation

decrease of the same asset that was recognised as an expense in profit or loss, in which case the increase is credited to profit

or loss to the extent of the decrease previously charged.

Decreases in value are debited directly to the revaluation reserve to the extent that they reverse previous surpluses of the same

asset and are otherwise recognised as expenses in profit or loss.


3839

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.15 SEGMENT REPORTING

NZ IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that

are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segment and to

assess its performance. The CODM is considered to be the Board of Directors and has established that the Group operates

in one segment (refer note 26).

2.3.16 BUSINESS COMBINATIONS

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business

combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred

by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the

Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests

in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the

acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the

acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration

transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held

interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a purchase gain.

2.3.17 GOODWILL

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see

2.3.16 above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-

generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when

there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying

amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to

the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill

is recognised directly in profit or loss in the consolidated income statement. An impairment loss recognised for goodwill is not

reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the

profit or loss on disposal.

2.3.18 CHANGES IN ACCOUNTING POLICIES

There have been no changes in accounting policies during the year except as noted in 2.3.18.1 below.

2.3.18 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS

2.3.18.1 Standards and interpretations effective in the current year

The following Standards and Amendments to NZ IFRS, which are relevant to the Group’s financial statements, and became

effective mandatorily for the annual periods beginning on or after 1 January 2023, were adopted by the Group from 1 July

2023. The adoption of these have not and will not lead to any change in the Group’s accounting policies with measurement

or recognition impact on the period presented in these financial statements:

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.11 FOREIGN CURRENCIES

In preparing the financial statements of each individual group entity, all transactions denominated in a currency other than the

entity’s functional currency (foreign currencies) occurring during the financial year are translated into the functional currency

using the exchange rate in effect at the date of the transaction. Monetary items receivable or payable in a foreign currency

are translated at the exchange rate existing at balance date. Foreign exchange gains or losses resulting from the settlement of

transactions and from the translation at balance date are recognised in profit or loss in the period in which they arise.

2.3.12 INCOME TAX

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit

or loss for the year. It is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the

reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or

refundable) at the reporting date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences between the carrying

amounts of assets and liabilities in the financial statements and the corresponding tax base of those items. Deferred tax assets

are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible

temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not

recognised if the temporary differences giving rise to them arise from the initial recognition of assets or liabilities which affects

neither taxable income nor accounting profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and

liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively

enacted by reporting date.

Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or

debited directly to equity or in other comprehensive income, in which case the deferred tax or current tax is also recognised

directly in equity or in other comprehensive income.

2.3.13 GOODS AND SERVICES TAX

Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except for

receivables and payables which are recognised inclusive of GST, where invoiced.

Cash flows are included in the statement of cash flows on a gross basis (including GST).

2.3.14 DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments including forward exchange contracts, option contracts and interest rate

swaps for the primary purpose of reducing its exposure to fluctuations in foreign currency exchange rates and interest rates.

The Group has not adopted hedge accounting during the year. All derivative financial instruments are measured at fair value

and changes in their fair value are recognised immediately in profit or loss (FVTPL). The fair value of forward exchange

contracts, foreign exchange option contracts and interest rate swaps are determined with reference to the quoted market

prices.

4041

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.18 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS (CONTINUED)

2.3.18.2 Standards and interpretations effective in future periods (Continued)

• Lack of Exchangeability (Amendments to NZ IAS 21 Effect of Changes in Foreign Exchange Rates) – mandatory for

annual periods beginning on or after 1 January 2025.

• NZ IFRS 18 Presentation and Disclosure in Financial Statements – will supersede NZ IAS 1 Presentation of Financial

Statements and is intended to improve comparability and transparency in the presentation of financial statements –

mandatory for annual periods beginning on or after 1 January 2027.

The Group’s management have completed an initial assessment of the new standards and do not expect the adoption of these

standards to have a material financial impact on the financial statements of the Group but may affect disclosure.

Management will work through a full analysis of each standard and will provide further information on the expected impact

of adoption of these standards in future reports ahead of their effective dates. The Group does not expect to adopt these

standards before their effective date.

2.4 BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the

Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Company - has the power over the

investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power

to affects its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to

one or more of the three elements of control listed above.

Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated Income

Statement and Statement of Comprehensive Income from the effective date of acquisition and up to the effective date of

disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the

non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line

with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.3.18 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS (CONTINUED)

2.3.18.1 Standards and interpretations effective in the current year (Continued)

• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and IFRS Practice Statement 2) - Entities are now required to

disclose their ‘material’ accounting policy information instead of ‘significant’ accounting policies. The amendments clarify

that accounting policy information is material if users of an entity’s financial statements would need it to understand other

material information in the financial statements, and that accounting policy information may be material because of its

nature, even if the related amounts are immaterial.

• Definition of Accounting Estimates (Amendments to NZ IAS 8) - The definition of “change in accounting estimates” is

replaced with a definition of “accounting estimates”. Under the new definition, accounting estimates are “monetary

amounts in financial statements that are subject to measurement uncertainty”.

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to NZ IAS 12 Income

Taxes). The amendments to NZ IAS 12 clarify whether the initial recognition exemption applies to certain transactions

that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of NZ IFRS 16). The

amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not

apply to the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and

deductible temporary differences.

• International Tax Reform – Pillar Two Model Rules (Amendment to NZ IAS 12 Income Taxes - effective from 10 August

2023. In March 2022, the Organisation for Economic Co-operation and Development (OECD) released detailed

technical guidance on the application and operation of the Global Anti-Base Erosion (GloBE) Rules which lay out a co-

ordinated system to ensure that multinational enterprises with revenues above EUR750 million pay tax of at least 15% on

the income arising in each of the jurisdictions in which they operate (Pillar Two model rules). The Group is not within the

scope of Organisation for Economic Co-operation and Development’s (OECD) Pillar Two Model Rules and the exception

to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes

is not appliable to the Group.

2.3.18.2 Standards and interpretations effective in future periods

Certain new Standards, Interpretations and Amendments to existing standards have been published that are mandatory for

later periods and which the Group has not early adopted. The key items include:

• Disclosure of Fees for Audit Firms’ Services – requires greater disaggregation of the fees paid to the audit firm for

different types of services – mandatory for annual periods beginning on or after 1 January 2024.

• Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1) – To clarify the classification of debt and

other liabilities with an uncertain settlement date in the statement of financial position, including the settlement of debt by

converting to equity – mandatory for annual periods beginning on or after 1 January 2024.

• Liability in a Sale and Leaseback (Amendments to NZ IFRS 16 Leases) – mandatory for annual periods beginning on or

after 1 January 2024.

• Non-current Liabilities with Covenants (Amendment to NZ IAS 1 Presentation of Financial Statements) – mandatory for

annual periods beginning on or after 1 January 2024.

• Supplier Finance Arrangements (Amendments to NZ IFRS 7 Statement of Cash Flows and NZ IFRS 7 Financial Instrument:

Disclosure) – mandatory for annual periods beginning on or after 1 January 2024.

4243

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

GroupGroup

20242023

$’000$’000

5. INCOME TAX

5.1 INCOME TAX RECOGNISED IN PROFIT

Income tax expense comprises:

Current tax expense – current year1,8303 , 231

Current tax expense – adjustment to prior year–2

Current tax expense1,8303,233

Deferred tax expense/(benefit) – origination & reversal of temporary differences2,952(670)

Deferred tax expense/(benefit)2,952(670)

Total income tax expense4,7822,563

Income tax expense – deferred tax expense – change in depreciation on buildings4,548–

Reconciliation of income tax expense:

Profit before income tax7018,905

Income taxation expense calculated at current rate of 28% 1962,493

Non-deductible expenses1520

Disposal of amortisable land improvements28–

Change in depreciation on buildings4,548–

Other deferred movements(5)48

Prior period adjustment–2

Income tax expense as reported4,7822,563

The “income tax expense – deferred tax expense – change in deprecation on buildings” adjustment of $4,548,000 results

from the increase in deferred tax liability as a result of the removal of depreciation deductions for commercial buildings with

an estimated useful life of 50 years or more from the 2024/25 tax year.

5.2 INCOME TAX RECOGNISED DIRECTLY IN OTHER

COMPREHENSIVE INCOME

The following current and deferred amounts were charged/(credited) directly to

other comprehensive income during the year:

Deferred tax: Revaluation of property, plant and equipment––

5.3 CURRENT TAX ASSETS AND LIABILITIES

Current tax assets: Tax refund receivable170–

Current tax liabilities: Tax payable–1,256

GroupGroup

20242023

$’000$’000

3. (LOSS)/PROFIT FOR THE YEAR

Included in (loss)/profit before income tax for the year are the following:

REVENUE:

Sales revenue – sale of goods – bottled wine62, 49162, 281

Sales revenue – other3,9024 , 319

Total sales revenue66,39366,600

Other revenue – insurance proceeds–32

Other revenue – rent received56–

Total revenue66,44966,632

Sales revenue – other includes the sale of other products such as bulk wine, spirits,

merchandise, restaurant meals and non-alcoholic beverages.


EXPENSES:

Amortisation – lease right-of-use assets1,3851, 219

Bad debts written off–24

Depreciation5,6 014 ,991

Directors’ fees240240

Employee benefits expense:

– Short-term employee benefits10,07510,032

Excise duty and HPA levy6 ,1725 , 811

Fees paid to auditors:

– Audit of the financial statements (Deloitte Limited)120125

Cost of inventories recognised as expense36,8893 7, 0 6 8

4. INTEREST EXPENSE

Interest on loans and borrowings3,9042,683

Interest on convertible notes710708

Interest expense on lease liabilities1312

Total Interest expense4,6273,404

4445

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2024

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024

GroupGroup

20242023

cents per

shares

cents per

shares

6. (LOSS)/EARNINGS PER SHARE

Basic (Loss)/Earnings per share(6 . 21)9. 6 5

The calculation of basic (loss)/earnings per share in respect of 2024 is based on (loss)/profit of $(4,081,000) (2023:

$6,342,000) and the weighted average of 65,736,148 ordinary shares on issue during the year (2023: 65,736,148).

Diluted (Loss)/Earnings per share(6 . 21)9. 31

The calculation of diluted (loss)/earnings per share in respect of 2024 based on (loss)/profit of $(4,081,000) (2023:

$6,852,000, being profit for the year adjusted for the interest on the convertible notes after income tax), and the

weighted average of 65,736,148 ordinary shares on issue during the year (2023: 73,599,173).

The weighted average number of ordinary shares for the purposes of diluted (loss)/earnings per share reconciles to the

weighted average number of ordinary shares used in the calculation of basic (loss)/earnings per share as follows:

GroupGroup

20242023

Number of

shares

Number of

shares

Weighted average number of ordinary shares (Basic) 6 5, 736 ,14 86 5, 736 ,14 8

Convertible notes outstanding at year end–7, 8 6 3 , 0 2 5

Weighted average number of ordinary shares (Diluted)6 5, 736 ,14 873,599,173

In 2024 the Company made a loss and therefore the diluted earnings per share excludes the adjustment for interest on the

convertible notes after income tax and convertible notes shares outstanding at year end as this is anti-dilutive.

7. DISTRIBUTION TO OWNERS

The Company did not pay a final dividend for 2023 (2023: Paid $2,629,000: 4 cents per share final dividend for 2022

paid 21 October 2022). No final dividend for the current financial year has been declared and included in these financial

statements.

Parent 2024Parent 2023GroupGroup

Number of

shares issued

Number of

shares issued

20242023

$’000$’000

8. SHARE CAPITAL

FULLY PAID UP ORDINARY SHARES

Balance at beginning of financial year6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518

Movements in share capital––––

Balance at end of financial year6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518

5. INCOME TAX (CONTINUED)

5.4 DEFERRED TAX BALANCES

Taxable and deductible temporary differences arise from the following:

Balance SheetIncome Statement

GroupGroupGroupGroup

2024202320242023

$’000$’000$’000$’000

Deferred tax liabilities and assets

Tax and accounting book differences – property, plant and

equipment14 ,90 410,8714 ,012(276)

Brand intangible assets (value-in-use deferred tax)5,15 05,15 0––

Fair value through profit or loss financial assets/liabilities(92)(204)11231

Unused tax losses(141)–––

Other including WET rebate receivable877899

Inventories and biological work in progress(1,19 9)(81)(1 ,118 )(404)

Annual, sick leave and employee entitlements, accruals and

provisions(159)(125)(34)(8)

Lease liabilities and right-of use assets(608)(579)(29)(22)

Net deferred tax liabilities17, 9 4 215 ,11 0

Deferred tax expense/(benefit)2,952(670)

All deferred tax assets and liabilities are offset and disclosed as non-current.

GroupGroup

20242023

$’000$’000

5.5 IMPUTATION CREDITS

Imputation credits available for subsequent reporting periods based on a tax rate of 28%13, 56811 , 414

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 receipt of dividends recognised as receivables at the reporting date.

47

FOLEY WINES LIMITED | ANNUAL REPORT 2024

46

FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

12. BANK OVERDRAFT AND LOANS AND BORROWINGS

At amortised cost:GroupGroup

InterestInterest RateExpiry20242023

Rate %Review DateDate$’000$’000

Bank overdraft8.94% pa-4 , 721

Bank of New Zealand Term Loan 09/117. 6 5 % p a3 0 / 7/ 2 43 0/4/ 2 623 , 31916 ,0 03

Bank of New Zealand Term Loan 077. 4 0 % p a3 0 / 7/ 2 43 0/1/2622,51822,671

Bank of New Zealand Term Loan 087. 6 0 % p a3 0 / 7/ 2 43/5/276,0866 ,111

IRD Small Business Loan3.00% pa13/5/2722–

Total loans and borrowings51,94 544,785

Weighted average effective interest rate on

BNZ Term Loans7. 5 4 %7. 4 7 %

Bank overdraft –4 , 721

Loans due within 1 year502,356

Total current loans and borrowings502,356

Loans due 1 to 2 years45,8022,360

Loans due 2 to 5 years6,09340,069

Total non-current loans and borrowings51,89542,429

Total loans and borrowings51,94 544,785

BANK OF NEW ZEALAND (BNZ) FACILITIES

The details and terms of the BNZ facilities are as follows:

• The $5 million Market Connect Overdraft Facility to fund ongoing working capital requirements. The interest rate payable

on the facility is the BNZ Market Connect Overdraft Prime Rate (with 0% margin). An overdraft facility fee of 0.80%pa

is payable in arrears. All outstanding debt under the facility is repayable upon demand. The balance available to be

drawn down at 30 June 2024 was $5 million (2023: $0.3m).

• The $25 million BNZ Term Loan Facility (loan #11). This loan facility was drawn down on 20 July 2023 and used to repay

BNZ Term Loan #09 in full. This loan facility is an interest only facility until maturity on 30 April 2026. The full facility limit

of $25 million is available for redraw throughout the term. The interest margin and non-utilisation fee are linked to net

leverage ratio. At 30 June 2024 the margin was payable at 2% per annum above the base rate. The base rate is the three

month ‘BKBM’ rate as quoted on the Reuters Monitor Money Rates Services page. A non-utilisation fee was payable of

0.93% pa. All outstanding debt under the facility is repayable on the maturity date. The balance available to be drawn

down at 30 June 2024 was $1.7 million (2023: $4m).

• The $25.5 million BNZ Term Loan Facility (loan #07). This loan facility converted on 14 August 2023 to an interest only

loan until maturity on 30 January 2026. Interest is payable at 1.75% per annum above the base rate. The base rate is

the one month ‘BKBM’ rate. The loan facility limit reduces for the principal amounts repaid. The balance available to be

drawn down at 30 June 2024 was $Nil (2023: $Nil).

8. SHARE CAPITAL (CONTINUED)

The Company has only one class of shares and all shares have the same voting rights and share equally in dividends and any

surpluses on winding up. The shares have no par value.

Share issues during the year:

There were no share issues during the year.

Shares reserved for issuance:

Convertible notes on issue at year end – convertible to 7,863,025 ordinary shares – refer note 14 (2023: 7,863,025).

GroupGroup

20242023

$’000$’000

9. RESERVES

ASSET REVALUATION RESERVE

Balance at beginning of financial year29,88829,888

Transferred to retained earnings (net of tax)(172)–

Deferred tax liability arising on revaluation (note 5.2)––

Balance at end of financial year29, 71629,888

The asset revaluation reserve arises on the revaluation of land, buildings and land improvements. Where a revalued

asset is sold that proportion of the asset revaluation reserve which relates to that asset, and is effectively realised, is

transferred directly to retained earnings.

10. RETAINED EARNINGS

Balance at beginning of financial year31,10 22 7, 3 8 9

(Loss)/Profit for the year net of tax, attributable to Shareholders of the Parent Co.(4 ,0 81)6,342

Dividends paid relating to 2023 (2023: 2022)–(2,629)

2 7, 0 2131,10 2

Transferred from asset revaluation reserve172–

Balance at end of financial year2 7,19 331,10 2

11. TRADE AND OTHER PAYABLES

Trade creditors4,3786,039

Employee entitlements6331,069

Other accruals2,14 31,4 48

7,15 48,556

4849

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2024

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024

13. LEASES (CONTINUED)

13.1 LEASE RIGHT OF USE ASSETS (CONTINUED)

The Group leases vineyard land, office space (buildings), producing vineyards (land improvements) and a motor vehicle

(harvester). The average lease term (including right of renewals) is 6.0 years at 30 June 2024 (2023: 8.0 years).

The vineyard land lease agreements have normal provisions for periodic rent reviews to market rates and the producing

vineyard lease agreements have annual CPI linked rent reviews.

The maturity analysis of lease liabilities relating to these leases is presented below.

GroupGroup

20242023

$’000$’000

Amounts recognised in profit and loss:

Amortisation expense on right-of-use assets1,3851, 219

Interest expense on lease liabilities1312

Interest expense on lease liabilities through cost of sales495497

Expense relating to short-term leases1078

Expense relating to leases of low value assets1411

At 30 June 2024, the Group is committed to $Nil for short-term leases (2023: $5,000).

The total cash outflow for leases during the period was $1,694,000 (2023: $1,682,000).

13.2 LEASE LIABILITIES

Classified as:

Current1,2381,077

Non-Current12,8 4 313, 4 4 0

Total14 ,0 8114 , 517

Maturity analysis (undiscounted cash flows):

Year 11,7071,557

Year 21,6421,559

Year 31,5351,562

Year 41,1811,490

Year 51,0211,179

Over 5 Years12, 24712, 4 88

Total19,33319,835

The lease liabilities were increased by $567,000 due to lease remeasurements and $176,000 due to new leases during the

year (2023: Lease remeasurements $240,000 and New leases $1,488,000). The Group does not face a significant liquidity

risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s treasury function.

All lease obligations are denominated in New Zealand dollars.

12. BANK OVERDRAFT AND LOANS AND BORROWINGS (CONTINUED)

BANK OF NEW ZEALAND FACILITIES (CONTINUED)

• The $6.5 million BNZ Term Loan Facility (loan #08). This loan facility converted on 14 August 2023 to an interest only

loan until maturity on 3 May 2027. Interest is payable at 1.95% per annum above the base rate. The base rate is the one

month ‘BKBM’ rate. The loan facility limit reduces for the principal amounts repaid. The balance available to be drawn

down at 30 June 2024 was $Nil (2023: $Nil).

SECURITY

The Bank has registered a first ranking general security agreement over all the present and after acquired property of the

Company and of its wholly owned subsidiaries, a specific security agreement over any separately identifiable intellectual

property of the Company or its wholly owned subsidiaries and a first ranking mortgage over all of the land and improvements

owned by the Company.

BANK COVENANTS

The Company complied with all of the financial covenants imposed by the Bank of New Zealand during the year.

IRD SMALL BUSINESS LOAN

Toast Martinborough Limited borrowed $21,800 from IRD as part of the IRD Small Business Cashflow Loan Scheme on 13 May

2022. The terms of the loan are that it was interest free during the first 24 months until 13 May 2024 and interest is then charged

at 3% pa. There were no repayment due during the first 24 months to 13 May 2024. Monthly repayments of $634 commenced

from 13 June 2024. The interest is not compounding and does not bear interest. The final repayment date is 13 May 2027.

13. LEASES

13.1 LEASE RIGHT OF USE ASSETS

LandMotor

LandBuildings

ImprovementsVehiclesTotal

Group$’000$’000$’000$’000$’000

Year ended 30 June 2024

Net carrying amount

At 1 July 20238 ,16 32584,395–12,816

Additions –––176176

Lease remeasurements1,19 2–(625)–567

Amortisation charge for the period(549)(74)( 74 2)(20)(1,385)

At 30 June 20248,8061843,02815612 ,174

Year ended 30 June 2023

Net carrying amount

At 1 July 20228,661–3,646–12, 3 07

Additions –3131,175–1,488

Lease remeasurements––240–240

Amortisation charge for the period(498)(55)(666)–(1, 219)

At 30 June 20238 ,16 32584,395–12,816

51

FOLEY WINES LIMITED | ANNUAL REPORT 2024

50

FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

GroupGroup

20242023

$’000$’000

15. OTHER FINANCIAL ASSETS/(LIABILITIES)

At fair value:

Foreign currency forward contracts(270)(5 61)

Other financial liabilities – FVTPL - Current(270)(5 61)

Foreign currency forward contracts(57)(16 6)

Other financial liabilities – FVTPL – Non-Current(57)(16 6)

Other financial liabilities – FVTPL – Total(327)(727)

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

fluctuations in interest and foreign exchange rates. Refer note 23 for details of financial instruments used by the Group.

16. TRADE AND OTHER RECEIVABLES

Trade receivables14 ,06213,123

Other receivables 1,3401,577

15, 4 0214 , 70 0

Current14 ,60313, 78 4

Non-Current799916

The carrying amount disclosed above is a reasonable approximation of fair value. Trade receivables are non-interest

bearing and are generally due the last working day of the month following invoice for domestic customers and 30-120 day

terms for export customers.

Not Past Due14 ,02813 ,118

Past Due 1-30 days71

Past Due 31-60 days134

Past Due 61-90 days13 —

Past Due > 91 days1—

14 ,06213,123

GroupGroup

20242023

$’000$’000

14. CONVERTIBLE NOTES

Foley Holdings New Zealand Limited10,90 010,90 0

Disclosed as: Current convertible notes10,90 010,90 0

As part of the merger transaction with The New Zealand Wine Company Limited (renamed Foley Family Wines Limited

and later Foley Wines Limited (“FWL”)) on 4 September 2012, the Company issued an 18 month convertible note to Foley

Holdings New Zealand Limited (“Foley Holdings”, formerly Foley Family Wines Holdings, New Zealand Limited) for the

principal amount of $10,900,000 thereby assuming Foley Family Wines NZ Limited’s current loan liability to Foley Holdings

New Zealand Limited of the same amount under a promissory note.

The principal terms of the Convertible Note are:

• the term of the Convertible Note is a minimum term of 18 months. After that period or earlier if FWL is in breach of its

obligations under the Convertible Note, the Convertible Note converts at the option of Foley Holdings or alternatively

Foley Holdings may demand repayment in lieu of conversion;

• the issue price on the conversion of any shares under the Convertible Note is $1.386 per share which is the same price

at which the shares have been issued to Foley Holdings pursuant to the Merger of The New Zealand Wine Company

Limited and Foley Family Wines New Zealand Limited. On conversion of the Convertible Note issued by FWL, 7,863,025

shares in FWL could be issued to Foley Holdings at a price of $1.386 per share by way of off-set against the amount

owing to Foley Holdings under the Convertible Note. Assuming no change in the shares on issue in FWL between the

date of the issue of the Convertible Note and its conversion to new shares, this would when aggregated with the shares

issued under the Merger increase the holdings of Foley Holdings in FWL to 83%.

• the Convertible Note does not give Foley Holdings any right to vote. Foley Holdings will acquire voting rights with the

ordinary shares it receives on any exercise of the right to convert under the Convertible Note;

• interest is payable, quarterly in arrears (not compounding), on the Convertible Note pending conversion at the rate of

6.5% pa. The interest rate has been agreed between FWL and Foley Holdings as being representative of market rates

for an unsecured loan of its type; and

• all shares issued pursuant to the exercise of the Convertible Note will rank equally in all respects with all other FWL shares

on issue.

The Convertible Note can be converted at the option of Foley Holdings after 18 months from the date of issue, that is, from 4

March 2014, and there are no performance hurdles required to be met before conversion can occur. The Convertible Note

has been classified as current. At balance date, and up to the date of these financial statements, no notification had been

received to convert the note.

5253

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

18. BIOLOGICAL WORK IN PROGRESS

GroupGroup

20242023

$’000$’000

Growing costs related to next harvest1,90 01,84 4

The growth on the vines in the period from harvest to 30 June 2024 cannot be reliably measured due to the lack of market

information and the variables in completing the biological transformation process between balance date and the time of

harvest. As allowed under NZ IAS 41 the cost of agricultural activity in the period to 30 June has been recognised as work

in progress for the next harvest. This assumes the cost of the agricultural activity approximates fair value in determining the

value of the biological transformation that has occurred in that period. The value of work in progress at balance date was

$1,900,000 (2023: $1,844,000).

19. PROPERTY, PLANT AND EQUIPMENT

Land

FreeholdImprove-BearerPlantCapital

FreeholdBuildingsmentsPlantsEquip. &Work in

Land atat Fairat Fairat FairVehiclesProgress

Fair ValueValueValueValueat Costat CostTotal

Group$’000$’000$’000$’000$’000$’000$’000

Year ended 30 June 2024

At 1 July 2023, net of

accumulated depreciation

and impairment42,58622,3567, 9 4 22 4 , 21121, 42512, 6 0 3131,123

Additions –1,2753742033,919165,787

Transfer from capital work in

progress–11 , 9 3 5198(12,133)–

Disposals––(116 )(1,0 87 )(5)–(1,20 8)

Depreciation charge

for the year–(707)(328)(984)(3,582)–(5,6 01)

At 30 June 2024, net of

accumulated depreciation

and impairment42,58634,8597, 8 7 222,34321,95548613 0 ,101

At 30 June 2024

Fair value42,58621,9518 , 21323,273––96,023

Cost–14 ,07 773162653,16248669,0 82

Accumulated depreciation

(accum impairment nil)–(1,169)(1,072)(1,556)(31, 207 )–(35,004)

Net carrying amount42,58634,8597, 8 7 222,34321,95548613 0 ,101

16. TRADE AND OTHER RECEIVABLES (CONTINUED)

Trade receivables that are less than 90 days past due are generally not considered impaired. As of 30 June 2024 trade

receivables of $34,000 (2023: $5,000) were past due but not impaired.

Other receivables include grower advances (amounts owing for the purchase of the lessee’s vineyard improvements at the

expiry of the lease for land) of $949,000 (2023: $1,169,000). The grower advances are secured by way of first ranking

mortgage over the grower’s land. The grower advances are accounted for as net present value of future cash flows on initial

recognition discounted at 4.39% for the advance in 2022 and 2.26% for the advance in 2021. The expense relating to the

present value of new grower advances recorded during the year was $Nil (2023: $Nil). Interest income/receivable for

the year was $33,000 (2023: $36,000). The Group recognises lifetime ECL when there has been a significant increase in

credit risk since initial recognition on other receivables. However, if the credit risk on the other receivables has not increased

significantly since initial recognition, the Group measures the loss allowance for that other receivable at an amount equal to

12-month ECL.

The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. The expected credit

losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience,

adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well

as the forecast direction of conditions at the reporting date. Based on the assessment undertaken at balance date the Group

has not recorded an Impairment of Trade Receivables in the current year (2023: $Nil). No bad debts were written off during

the year (2023: $24,000) and nothing was recovered from prior years (2023: $18.000). The gross debt relating to the trade

receivables which were considered to be impaired at balance date was $Nil (2023: $Nil).

GroupGroup

20242023

$’000$’000

17. INVENTORIES

Raw materials568621

Consumable stores197176

Work in progress32,76735,365

Finished goods17, 0 0115,962

Impairment of inventory(11 0 )(39)

Total inventories at lower of cost and net realisable value50,42352,085

Impairment of Inventory:

Opening balance3922

Impairment charge reversal during the year(39)(22)

Impairment charge during the year11 039

Closing balance11 039

Cost of inventories recognised as expense during the year36,8893 7, 0 6 8

5455

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2024

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024

19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS

(CONTINUED)

Fair value is the amount for which the assets could have been exchanged between a knowledgeable willing buyer and a

knowledgeable willing seller in an arm’s length transaction as at the valuation date. Freehold land, land improvements and

bearer plants at fair value (viticulture planted land) is valued by reference to recent market transactions on arm’s length terms

for similar assets, considering grape varietal, soil quality and access to water on a per hectare basis. Adopted rates per

hectare range from $113,000 to $388,000. The Valuers have determined an adopted rate based on comparable transactions

adjusted for the specific characteristics of the viticulture planted land. Adopted values increase as the adopted rate per

hectare increases. The valuation includes inputs which are adjusted for the size, location and varietal mix held by the Group.

Based on these valuation techniques these fair values are included in Level 3 in the fair value hierarchy (refer note 23(j)).

Freehold Buildings are valued using a combination of the income approach and optimised depreciated replacement cost

method. The valuation comprises inputs for estimated rental, adopted capitalisation rates and estimated cost to replace the

assets on a like for like basis. The adopted capitalisation rates was 7.25%. As capitalisation rates decrease adopted building

values increase. Based on these valuation techniques these fair values are included in Level 3 in the fair value hierarchy

(refer note 23(j)). The valuer has considered the uncertainty in the market due to covid-19 implications when performing the

property valuations. The valuer has valued each property on a stand-alone basis as independent vineyard and winery which

can be sold in isolation to others within the portfolio. The valuation is performed on an individual asset level.

Year ended 30 June 2023 and 2024:

A market overview has been performed as at 30 June 2024 (2023: 30 June 2023) by registered independent valuer Colliers

Limited. Management and the directors have concluded the carrying amount does not differ materially from the fair value

therefore no revaluation was required for the current year for land, buildings, land improvements and bearer plants.

The carrying amount of land, buildings, land improvements and bearer plants had they been recognised under the historic cost

model would have been $23,713,000, $28,127,000, $6,461,000 and $14,146,000 respectively (2023: $23,713,000,

$14,917,000, $6,181,000 and $14,816,000). Land Improvements comprise of vineyard structures and irrigation and

excludes bearer plants (grape vines) which are disclosed separately.

The capital work in progress, which includes the Mt Difficulty Cellar door/Restaurant redevelopment, is included at cost until

completed (2023: Te Kairanga building, Mt Difficulty Cellar door/Restaurant and Vavasour Winery Refrigeration).

Insurance cover has been taken out over buildings, land improvements and plant, equipment and vehicles.

20. BIOLOGICAL ASSET PRODUCE

Biological assets consist of grape vines (bearer plants). Bearer plants are classified as Property, Plant and Equipment and are

included in note 19. The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards

are located in Marlborough, Martinborough and Central Otago, New Zealand. Grapes are harvested between March and

May each year. At 30 June 2024 the Group held approximately 227 hectares of land owned or leased by the Company in

Marlborough (2023: 238), 192 hectares of land owned or leased by the Group in Martinborough (2023: 190) and 203

hectares of land owned or leased by the Group in Central Otago (2023: 215). 188 hectares are currently in commercial

production in Marlborough (2023: 188), 122 hectares in Martinborough (2023: 123) and 149 hectares in Central Otago

(2023: 162).

19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Land

FreeholdImprove-BearerPlantCapital

FreeholdBuildingsmentsPlantsEquip. &Work in

Land atat Fairat Fairat FairVehiclesProgress

Fair ValueValueValueValueat Costat CostTotal

Group$’000$’000$’000$’000$’000$’000$’000

Year ended 30 June 2023

At 1 July 2022, net of

accumulated depreciation

and impairment42,58621,9518,33424,36018,4056,502122,138

Additions –8673574236,2706 ,10114 ,018

Disposals––––(42)–(42)

Depreciation charge

for the year

–(462)( 74 9 )(572)(3,208)–(4 ,9 91)

At 30 June 2023, net of

accumulated depreciation

and impairment42,58622,3567, 9 4 22 4 , 21121, 42512, 6 0 3131,123

At 30 June 2023

Fair value42,58621,9518,33424,360––9 7, 2 31

Cost–86735742350,52312, 6 0 364,773

Accumulated depreciation

(accum impairment nil)–(462)( 74 9 )(572)(29,098)–(30,881)

Net carrying amount42,58622,3567, 9 4 22 4 , 21121, 42512, 6 0 3131,123

COMMITMENTS:

At balance date the Group had capital commitments of $493,000 for bearer plants (grape vines) (2023: Te Kairanga

Development $632,000, bearer plants (grape vines) $631,000 and Vavasour Winery Refrigeration project $1,494,000).

The Group has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/

Restaurant redevelopment.

REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS

Year ended 30 June 2022:

Land, buildings, land improvements and bearer plants (grape vines) were valued at fair value under the principle of highest

and best use by Telfer Young, registered independent valuers, for the Martinborough properties, and Colliers International,

registered independent valuers, for the Central Otago and Marlborough properties, on 30 June 2022.


57

FOLEY WINES LIMITED | ANNUAL REPORT 2024

56

FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

21. INTANGIBLE ASSETS (CONTINUED)

After initial recognition, goodwill acquired is measured at cost less any accumulated impairment losses. Goodwill is not

amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment. Goodwill

relates to the acquisition of the Vavasour Wines’ business assets on 1 September 2003, Goldwater Wines’ business assets on

1 April 2006, Clifford Bay’s business assets on 1 March 2007, the reverse acquisition of The New Zealand Wine Company

Ltd (Grove Mill) on 4 September 2012, the acquisition of Martinborough Vineyards on 30 June 2014 and the acquisition of

Mt Difficulty Wines’ business and assets on 3 January 2019. The value of Goodwill at balance date includes the deferred tax

liability on acquired indefinite life intangibles (brands) of $5,150,000 (2023: $5,150,000).

GroupGroup

20242023

$’000$’000

BRANDS AND INTELLECTUAL PROPERTY

At start of period, net of impairment18,66818,668

Additions - current year additions ––

At 30 June, net of impairment18,66818,668

Cost (gross carrying value)18,66818,668

Accumulated impairment losses––

Net carrying amount18,66818,668

Brands are regarded as having indefinite useful lives as there are no legal restrictions on the use of the brands or technological

barriers to their ongoing usefulness. Brands are not amortised but are subject to impairment testing on an annual basis or

whenever there is an indication of impairment. The Brands included are Vavasour, Goldwater, Dashwood, Clifford Bay,

Martinborough Vineyard and Lighthouse Gin.

TOTAL INTANGIBLE ASSETS35,12535,125

(A) IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLES WITH INDEFINITE USEFUL

LIVES

The Group has determined that in the current year the value of the goodwill and intangible assets was supported by value-in use

calculations performed for the cash generating unit, being the whole business. The recoverable amount of the cash generating

unit was determined based on pre-tax cash flow projections based on the current results of the Group and the following key

assumptions: Earnings Before Interest and Tax estimated growth rate: 3% pa (2023: 3%); Terminal value of 2.8% (2023: 2.8%); a

period of projection of five years and a pre-tax discount rate 10.4% pa (2023: 10.2% pa). The recoverable amount determined

did not indicate any impairment and no adjustment was deemed to be required.

Reasonable possible changes in the key assumptions on which recoverable amount is based that would cause the aggregate

carrying amount to exceed the aggregate recoverable amount of the cash-generating unit, assuming everything else is held

constant, are an increase in the discount rate to 10.72% or a reduction in the terminal growth rate to 2.38%.

20. BIOLOGICAL ASSET PRODUCE (CONTINUED)

During the year ended 30 June 2024 the Company harvested 3,457 tonnes of grapes (2023: 4,454). The grapes harvested

are recognised at fair value at the point of harvest after taking into consideration various market factors, as well as reviewing

the district average pricing report for grapes of similar quality and variety. Any adjustment to bring the cost of sale to fair value

is recognised in inventory and the revaluation gains and losses section of the Income Statement. The fair value adjustment

for the 2024 harvest was an unrealised loss of $3,458,000 (2023: $201,000). The 2024 loss was high due to lower yields

resulting in higher cost per tonne and the market price of grapes per tonne being lower this season. Refer to note 18 for

recognition of the biological transformation between the time of harvest and balance date.

The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the Company consists of

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

this activity occurs due to the length of time between expending cash on the purchase or planting and maintenance of grape

vines and on harvesting grapes, and ultimately receiving cash from the sale of wine to third parties. The Company’s strategy

to manage this financial risk is to actively review and manage its working capital requirements. The quality and quantity of

the grape harvest is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts. The

Group manages this risk by diversifying its vineyards across the Marlborough, Martinborough and Central Otago regions

and through the use of windmills and helicopters for normal frost protection purposes.

GroupGroup

20242023

$’000$’000

21. INTANGIBLE ASSETS

TRADEMARKS

At start of period, net of impairment154154

Additions during the year ––

At 30 June, net of impairment154154

Cost (gross carrying value)154154

Accumulated impairment losses ––

Net carrying amount154154

Trademarks pertain to the registration of trademarks in local and overseas jurisdictions for the Company’s brands. Trademarks

are carried at cost, less any accumulated impairment losses. Trademarks have been assessed as having an indefinite life since

the Company has the rights to the brand while it is registered and has no intention of relinquishing those rights. The recoverable

amount is estimated annually and an impairment loss recognised to the extent that the recoverable amount is lower than the

carrying amount.

GOODWILL

At start of period, net of impairment16 , 30316 , 303

Additions during the year––

At 30 June, net of impairment16 , 30316 , 303

Cost (gross carrying value)16 , 30316 , 303

Accumulated impairment losses––

Net carrying amount16 , 30316 , 303

5859

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

22. CASH FLOW INFORMATION (CONTINUED)

(C) NET LEASE LIABILITY RECONCILIATION

GroupGroup

20242023

$’000$’000

Total Lease liabilities repayable (refer note 13.2)14 ,0 8114 , 517

Leases recognised due to lease remeasurement and additions – non-cash74 31,728

Lease liabilities repaid during the year - cash outflows(1,179)(1,096)

Lease liabilities – net movement(436)632

23. FINANCIAL INSTRUMENTS

(A) CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising

the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists

of debt, which includes loans and borrowings disclosed in note 12, cash and cash equivalents and equity, comprising issued

capital, reserves and retained earnings as disclosed in notes 8, 9 and 10 respectively. The Group’s Board of Directors reviews

the capital structure on a semi-annual basis. As part of the review the Board considers the cost of capital and the risks

associated with each class of capital as well as the requirement by the Group’s bank, Bank of New Zealand, to maintain

adjusted tangible equity percentage at a level of at least 50% of adjusted total tangible assets. The Board will balance the

Group’s overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the

redemption of existing debt. The Group’s overall strategy remains unchanged from the prior year.

(B) MATERIAL ACCOUNTING POLICY INFORMATION

Details of the material accounting policy information and methods adopted, including the criteria for recognition, the basis

of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,

financial liability and equity instrument are disclosed in note 2 to the financial statements.

(C) FINANCIAL RISK MANAGEMENT OBJECTIVES

The Group is exposed to financial risks relating to the operations of the Group. These risks include agricultural risk, market

risk (including currency risk and interest rate risk), credit risk and liquidity risk.

The agricultural activity of the Group consists of the management of vineyards to produce grapes for use in the production of

wine. The primary financial risk associated with this activity occurs due to the length of time between expending cash on the

purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving cash from the sale

of wine to third parties. The Group’s strategy to manage this financial risk is to actively review and manage its working capital

requirements. In addition, the Group maintains credit facilities at a level sufficient to fund the Group’s working capital during

the period between cash expenditure and cash inflow. At balance date, the Group had unused credit facilities in the form of

undrawn bank overdrafts and loan facilities of $6.7 million (2023: $4.3 million).

The Group seeks to minimise the effects of these risks, by obtaining independent advice and using derivative financial

instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by

the Board of Directors, which provide written principles on the use of financial derivatives.

Compliance with policies and exposure limits is reviewed by the Board of Directors on a periodic basis. The Group does not

enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

22. CASH FLOW INFORMATION

(A) RECONCILIATION OF (LOSS)/PROFIT FOR THE YEAR TO NET CASH FLOW FROM

OPERATING ACTIVITIES

GroupGroup

20242023

$’000$’000

(LOSS)/PROFIT AFTER INCOME TAX FOR THE YEAR(4 ,0 81)6,342

NON-CASH ITEMS:

Depreciation5,6 014 ,991

Amortisation – lease right-of-use assets1,3851, 219

Increase/(Decrease) in deferred tax2,951(670)

Bad debts written off–24

Impairment loss recognised on inventories7117

Adjustments resulting from revaluation of grapes3,9231,424

Loss/(gain) on disposal of property, plant and equipment1,156(52)

Gain on purchase(96)–

Grower advance adjustments(33)(36)

Unrealised gain in fair value of financial assets/liabilities(400)(113 )

14 , 5586,804

MOVEMENTS IN WORKING CAPITAL BALANCES:

Trade and other receivables(802)( 3 ,9 74 )

Inventories(2,332)(3,9 01)

Biological work in progress(56)104

Prepaid expenses and other current assets(3)484

Trade and other payables(1, 518)4 ,19 9

Current tax assets/liabilities(1, 426)290

(6 ,137 )(2,798)

NET CASH FLOW FROM OPERATING ACTIVITIES4,34010,348


(B) NET LOANS AND BORROWINGS RECONCILIATION

Total Loans and borrowings (refer note 12)51,94 544,785

Loans advanced during the year – cash inflow25,00021,000

Loan acquired – non-cash22–

Loans repaid during the year – cash outflow(17, 8 6 2 )(18,248)

Net movement in net debt 7,16 02,752

6061

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

23. FINANCIAL INSTRUMENTS (CONTINUED)

(E) FOREIGN CURRENCY RISK MANAGEMENT (CONTINUED)

FORWARD FOREIGN EXCHANGE CONTRACTS AND OPTION CONTRACTS

It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and

receipts up to 100% of the exposure generated. The Group also enters into forward foreign exchange contracts and option

contracts including collars to manage the risk associated with anticipated sales and purchase transactions out to 60 months

within 25-100% of the exposure generated, subject to certain criteria being met. Forward foreign exchange contracts and

option contracts are measured at fair value through profit or loss. The fair value of forward foreign exchange contracts and

option contracts are determined with reference to the quoted market prices.

The aggregate notional principal of forward foreign exchange contracts outstanding for the Group as at balance date was

$32,461,000 (2023: $27,649,000). The aggregate notional principal of foreign exchange option contracts outstanding at

balance date was a net of $Nil (2023: $Nil).

(F) INTEREST RATE RISK MANAGEMENT

The Company and the Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. The

risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, by use of

interest rate swap contracts. Hedging activities are evaluated regularly with the assistance of independent advice to align with

interest rate views and defined risk appetite; ensuring optimal hedging strategies are applied or protecting interest expense

through different interest rate cycles. The Company and the Group’s exposure to interest rates on financial assets and financial

liabilities are detailed in the liquidity risk management section of this note or in note 12 and note 14.

SENSITIVITY ANALYSIS

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-

derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year

and held constant throughout the reporting period. A 100 basis point (1%) increase or decrease is used and represents

management’s assessment of the reasonably possible change in interest rates.

At balance date, if interest rates had been 1% lower or higher and all other variables were held constant, the Company and

Group’s net profit and equity would increase/decrease by approximately $520,000 (2023: $450,000) respectively. This is

mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

The Company and Group’s sensitivity to interest rates has increased during the current year mainly due to the increase in

floating interest rate exposure.

23. FINANCIAL INSTRUMENTS (CONTINUED)

(D) MARKET RISK

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 23(e))

and interest rates (refer note 23(f)). The Group enters into a variety of derivative financial instruments to manage its exposure

to interest rate and foreign currency risk, including:

(i) forward foreign exchange contracts and foreign currency option contracts to hedge the exchange rate risk arising on the

export of wine principally to the United States, United Kingdom, Europe and Australia; and

(ii) interest rate swaps to mitigate the risk of rising interest rates.

There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

(E) FOREIGN CURRENCY RISK MANAGEMENT

The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations

arise. Exchange rate exposures are managed within approved parameters utilising forward foreign exchange contracts and

foreign exchange option contracts.

Foreign currency denominated assets and liabilities at balance date are:

GroupGroup

20242023

$’000$’000

Cash and cash equivalents–4

Trade and other receivables10,95210,344

Trade and other payables(632)(4 41)

Net exposure at balance date10,3209,9 07

SENSITIVITY ANALYSIS

The Group is mainly exposed to US dollars (USD), Great British pounds (GBP), Australian dollars (AUD) and Euro (EUR).

If there was a 10% upward movement in the New Zealand dollar against the relevant currencies the profit before tax and

equity would decrease by $406,000, $291,000, $197,000 and $43,000 respectively for the Group (2023: $193,000,

$394,000, $181,000 and $134,000). If there was a 10% downward movement in the New Zealand dollar against the

relevant currencies the profit before tax and equity would increase by $497,000, $356,000, $241,000 and $53,000

respectively for the Group (2023: $235,000, $481,000, $221,000 and $164,000). The 10% sensitivity rate used represents

management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes

only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for the listed

percentage change in foreign currency rates.

6263

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

23. FINANCIAL INSTRUMENTS (CONTINUED)

(H) LIQUIDITY RISK MANAGEMENT (CONTINUED)

Less thanGroupOver

1 year1-2 years2-5 years5 years

$’000$’000$’000$’000

Group 2024

Trade and other payables7,15 4–––

Loans and borrowings3,95048,7286,477–

Convertible notes11 , 6 0 9–––

Lease liabilities1,7071,6423,73712, 247

24,42050,37010, 21412, 247

Group 2023

Trade and other payables8,556–––

Loans and borrowings10,3265,46842,570–

Convertible notes11 , 6 0 9–––

Lease liabilities1,5571,5594 , 23112, 4 88

32,0487, 0 2 746,80112, 4 88

The following table details the Group’s liquidity analysis for its derivative financial instruments. The table has been drawn

up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis and the

undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or

receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by

the yield curves existing at the reporting date.

Less thanGroupOver

6 months6-12 months1-2 years2 years

$’000$’000$’000$’000

Group 2024

Forward exchange contracts – cash inflows14 ,3986,48511 , 5 7 8–

Forward exchange contracts – cash outflows(14 , 572)(6 , 581)(11,635)–

(174 )(96)(57)–

Group 2023

Forward exchange contracts – cash inflows10 , 4158 ,1979,038–

Forward exchange contracts – cash outflows(10 , 7 76)(8,397)(9, 203)–

(361)(200)(16 5)–

23. FINANCIAL INSTRUMENTS (CONTINUED)

(G) CREDIT RISK MANAGEMENT

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the

Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means of mitigating the risk of

financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and

the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by

counterparty limits that are approved by the Board of Directors and are monitored on a regular basis. The Group does not

require collateral in respect of trade and other receivables.

A default on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall

due. Probability of default constitutes a key input in measuring expected credit loss (ECL). Probability of default is an estimate

of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and

expectations of future conditions.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing

credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, trade credit

insurance is purchased.

Other receivables primarily relate to grower advances. The Group has adopted a policy of only dealing with credit worthy

counterparties as a means of mitigating the risk of financial loss from defaults. The counterparty in this case for grower

advances is credit worthy and has no history of defaulting in past.

The Group does not have any significant concentrations of net credit risk. The Company does not expect the non-performance

of any obligations at balance date. The credit risk on liquid funds and derivative financial instruments is limited because the

counterparties are banks with high credit-ratings assigned by international agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the

Group’s maximum exposure to credit risk.

(H) LIQUIDITY RISK MANAGEMENT

Liquidity risk represents the Group’s ability to meet its contractual obligations. Ultimate responsibility for liquidity risk

management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the

management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group

manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. At balance

date, the Group had unused credit facilities in the form of undrawn bank overdrafts and loan facilities of $6.7 million (2023:

$4.3 million) to further reduce liquidity risk.

LIQUIDITY TABLES

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables

have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the

Group can be required to pay. Refer to note 12 for the weighted average effective interest rate.

6465

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

24. DIRECTORS AND KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel are the Directors of the Company and the executives with the greatest authority for the strategic

direction of the Company. The compensation of the Directors and the key management personnel is set out below:

GroupGroup

20242023

$’000$’000

Short-term employee benefits1, 8742, 518

25. RELATED PARTY DISCLOSURES

(A) INVESTMENT IN SUBSIDIARIES

The Parent entity in the consolidated entity is Foley Wines Limited. The Parent entity of Foley Wines Limited is Foley Holdings

New Zealand Limited who own 52.80% (2023: 52.80%) of the shares in Foley Wines Limited. The ultimate parent is FFW

Opco LLC. (2023: Foley Family Wines Holdings, Inc.), who own 80.47% of Foley Holdings New Zealand Limited and as such

owns 42.49% (2023: 42.49%) of the Company.

The consolidated financial statements include the financial statements of Foley Wines Limited (FWL) and the following

subsidiaries:

CountryOwnershipOwnership

of Incorp-Interest %Interest %

Name of EntityPrincipal ActivityParent Companyoration20242023

Vavasour Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Goldwater Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Clifford Bay Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Te Kairanga Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Grove Mill Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Sanctuary Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

The New Zealand Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Martinborough Vineyard Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Mt Difficulty Wines Ltd Non-operatingFoley Wines LtdNZ10 0%10 0%

Burnt Spur LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Toast Martinborough LtdEvents managementFoley Wines LtdNZ10 0%6%

FWines UK LtdNon-operatingFoley Wines LtdUK10 0%10 0%

On 7 February 2024 Foley Wines Limited purchased the remaining shares in Toast Martinborough Limited – refer note 29.

23. FINANCIAL INSTRUMENTS (CONTINUED)

(I) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of financial assets and liabilities are determined as follows:

• the fair value of financial assets and liabilities with standard terms and conditions and traded on active markets are

determined with reference to the quoted market prices; and

• the fair value of derivative instruments are calculated based on discounted cash flows using market inputs.

The Directors consider that the carrying value of all financial instrument assets and liabilities in the financial statements

approximate their fair value.

(J) FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL

POSITION

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair

value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability

that are not based on observable market data (unobservable inputs).

GroupGroup

20242023

$’000$’000

Financial liabilities FVTPL

Other financial liabilities (derivative financial liabilities) – Current (270)(5 61)

Other financial liabilities (derivative financial liabilities) – Non-Current(57)(16 6)

Total financial liabilities(327)(727)

All financial assets and liabilities of the Group that are measured at fair value subsequent to initial recognition are included

in Level 2 as the fair value of these instruments are not quoted on an active market and is determined by using valuation

techniques. These valuation techniques rely on observable market data. There were no transfers between Level 1 and 2 during

the year.

(K) CHANGE IN FAIR VALUE OF FINANCIAL ASSETS/LIABILITIES

Foreign currency forward contracts400113

400113

6667

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

25. RELATED PARTY DISCLOSURES (CONTINUED)

(C) TRANSACTIONS WITH OTHER RELATED PARTIES (CONTINUED)

GroupGroup

20242023

$’000$’000

Amounts owing to related parties as at balance date:

Foley Holdings New Zealand Limited – convertible note10,90 010,90 0

Wharekauhau Country Estate Limited2–

Foley Hospitality Limited31

Lighthouse Distillery Limited5–

Amounts owing from related parties as at balance date:

Foley Family Wines, Inc.4,3371,950

Wharekauhau Country Estate Limited–1

Lighthouse Distillery Limited74132

Foley Hospitality Limited4325

26. SEGMENT INFORMATION

The Group operates in the wine industry and is considered to operate in one segment. Financial information available to

management including the chief operating decision maker is principally based on the information provided in these financial

statements. There are therefore no additional disclosures included in these financial statements.

Included in sales revenue are revenues of approximately $19,304,000 (2023: $20,200,000), $11,125,000 (2023:

$7,352,000), $5,718,000 (2023: $7,419,000) and $5,520,000 (2023: $8,037,000)which arose from sales to the Group’s

largest customers. No other single customers contributed 10% or more to the Group’s revenue in either 2024 or 2023. The

second largest customer is a related party (2023: fourth) – refer note 25.

The Group derived sales revenue from New Zealand customers of $30,508,000 and overseas customers of $35,885,000

(2023: NZ $28,389,000; Overseas $38,211,000).

27. COMMITMENTS

In the ordinary course of business the Group has Grower Agreements which would require it to purchase grapes during

harvest which occurs between March and May each year throughout the period of the Agreement.

At balance date the Group had capital commitments of $493,000 for bearer plants (grape vines) (2023: Te Kairanga

Development $632,000, bearer plants (grape vines) $631,000 and Vavasour Winery Refrigeration project $1,494,000).

The Group has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/

Restaurant redevelopment.

28. CONTINGENT LIABILITIES

There were no contingent liabilities at balance date (2023: Nil)

25. RELATED PARTY DISCLOSURES (CONTINUED)

(B) TRANSACTIONS WITH RELATED PARTIES – DIRECTORS AND KEY MANAGEMENT

PERSONNEL

Details of the compensation paid to Directors and key management personnel are set out in note 24.

GroupGroup

20242023

$’000$’000

Certain Directors and key management personnel have interests in contracts with the

Group as follows.

AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)98139

AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)186171

AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, electricity

and administration)11383

(C) TRANSACTIONS WITH OTHER RELATED PARTIES

Material transactions with related parties during the period are set out below:

(i) Sales were made to Foley Family Wines, Inc., a 100% owned subsidiary of Foley Family Wines Holdings, Inc., the

ultimate parent of Foley Wines Limited. Sales for the year were $11,125,000 (2023: $7,352,000).

(ii) Interest was paid/payable to Foley Holdings New Zealand Limited the parent of the Foley Wines Limited under the

convertible note (note 14). Interest paid/payable for the year was $710,000 (2023: $709,000).

(iii) Sales were made to Wharekauhau Country Estate Limited, a luxury lodge 74.6% owned by Bill Foley, the majority

shareholder of the ultimate parent. Sales for the year totalled $27,000 (2023: $53,000). Accommodation, meals,

events, contract labour and services, and vouchers for Foley Rewards provided by Wharekauhau to the Company

during the year totalled $55,000 (2023: $22,000).

(iv) Lighthouse Gin product was purchased for global distribution from Lighthouse Distillery Limited, a company owned

by Mark Turnbull, CEO and Director of Foley Wines Limited. Purchases during the period totalled $98,000 (2023:

$139,000). Administration services, rental, electricity and contract distilling services were provided to Lighthouse

Distillery Limited during the period of $113,000 (2023: $83,000). Lighthouse Distillery Limited paid the Company

a sales commission on spirits sold direct to customer during the year of $186,000 (2023: $171,000).

(v) Sales were made to Foley Hospitality Limited group restaurants, a group owned 100% by Foley Holdings New

Zealand Limited. Sales for the year were $495,000 (2023: $157,000). Meals, events, contract labour, training

and vouchers for Foley Rewards provided by Foley Hospitality to the Company during the year of $25,000 (2023:

$15,0 0 0).

6869

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

29. BUSINESS COMBINATION

On 7 February 2024 Foley Wines Limited (“Acquirer”) acquired the remaining 94% of the issued share capital of Toast

Martinborough Limited (“Acquiree), obtaining control. Toast Martinborough Limited’s principal activity is the promotion of the

Martinborough wine producing region, primarily via events management and associated promotional activities.

The amounts recognised in respect of the identifiable asset acquired and liabilities assumed are set out in the below table.

Group

2024

$’000

Assets acquired

Cash and cash equivalents81

Trade and other receivables17

Deferred tax asset119

Property, plant & equipment17

Liabilities assumed

Trade and other payables(116 )

Loans and borrowings(22)

Total net identifiable assets96

Gain on purchase(96)

Total consideration–

The consideration paid was $1 per share, total consideration was $10. No material contingent liabilities were noted since

acquisition. Should any future contingent liabilities arise, they will be disclosed in future group financial statements.

30. SUBSEQUENT EVENTS

On 30 July 2024 the interest rate on the three BNZ Term Loans were reviewed. The new interest rates on these loans for the

period from 30 July 2024 to 30 August 2024 was 7.33-7.58% pa.

No other material events have occurred since balance date.

31. NET TANGIBLE ASSETS PER SHARE

GroupGroup

20242023

$’000$’000

Net tangible assets per share1.651. 71

The calculation of net tangible per share in respect of 2024 is based on net tangible assets of $108,302,000, being Net assets

$143,427,000 less intangible assets $35,125,000 (2023: $112,383,000, being Net assets $147,508,000 less intangible

assets $35,125,000) and the 65,736,148 ordinary shares on issue at balance date (2023: 65,736,148).

32. FOREIGN CURRENCY EXCHANGE RATES

The following spot foreign exchange rates have been applied

at balance date:30 June 202430 June 2023

NZ $1.00 =FWL BuyFWL SellFWL BuyFWL Sell

Australian dollar0.910 00 .91730.91230.9196

United States dollar0.60530 . 61010.60400.6088

Great British pound0.47960.48340.47880.4826

Euro0.56660. 57120.55570. 56 01

7071

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Foley Wines Limited - xxx - Annual Report
2024


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the ‘Company’) and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2024, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the consolidated financial statements, including material a

ccounting policy information

(‘the financial statements’).

In our opinion, the accompanying financial statements, on pages 27 to 71, present fairly,

in all material respects, the financial position of the Group as at 30 June 2024, and its

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

Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as

issued by the External

Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the International

Accounting Standards Board.


Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the

Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.


We are independent of the 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), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business

of the Company and its subsidiaries.

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

significance in our audit of the financial statements of the current period. These matters

were addressed in the context of our audit of the financial statements as a who

le, and in

forming our opinion thereon, and we do not provide a separate opinion on these

matters.




Foley Wines Limited - xxx - Annual Report

2024


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the ‘Company’) and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2024, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the consolidated financial statements, including material accounting policy information

(‘the financial statements’).

In our opinion, the accompanying financial statements, on pages 27 to 71, present fairly,

in all material respects, the financial position of the Group as at 30 June 2024, and its

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

Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External

Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the International

Accounting Standards Board.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

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

Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the 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), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

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

significance in our audit of the financial statements 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.



Independent

Auditor’s Report

73

FOLEY WINES LIMITED | ANNUAL REPORT 2024

Foley Wines Limited - xxx - Annual Report
2024


Key audit matter How our audit addressed the key audit matter

Impairment testing of intangible assets with indefinite

useful life and goodwill

As disclosed in Note 21, the Group has $35.1m of intangible

assets with indefinite useful lives at 30 June 2024, of which

$16.3m relates to goodwill.

The Group has assessed the value of the goodwill and

intangible assets by determining the recoverable amount of

the Group’s cash generating unit, being the whole business,

through value in use calculations. The value in use is

determined using discounted cashflow analysis involving

key inputs such as forecast earnings before interest and tax

over a five-year period (based on the budget for the next

financial year and with an estimated growth rate applied

thereafter), capital expenditure during this period, a

terminal value growth rate and the pre-tax discount rate

(‘discount rate’).

The impairment testing of intangible assets is a key audit

matter due to the estimates and judgement involved in

determining the recoverable amount of the cash generating

unit including the appropriateness of the level of cash

generating unit at which the intangible assets are tested for

impairment.




We have evaluated the appropriateness of the identification of

the cash generating unit and the Group’s value in use

calculations by performing the following:


Challenging the appropriateness of the identification of the

cash-generating unit by considering if the cash generating

unit is the lowest level at which there are independent

cash flows;

• Testing the value in use calculations for arithmetic

accuracy;

• Comparing forecast performance with the approved

financial year budget;

• Challenging management’s assumptions used in the

forecasted financial performance based on our knowledge

of the Group’s operations, the past performance and

market conditions;

• Assessing the historical accuracy of the Group’s previous

forecasts by comparing prior period budgets to actual

performance;

• Involving our internal valuation specialists in assessing the

reasonableness of the discount rate, growth rate and

terminal growth rate used;


Performing sensitivity analysis on the earnings growth rate,

terminal growth rate, discount and capital expenditure to

determine the extent to which any changes in these inputs

would result in impairment in the goodwill and indefinite

life intangible assets;


Reperforming the calculation of the carrying amount of the

cash generating unit; and

• Evaluating the appropriateness of the related disclosures.


Other information


The directors on behalf of the Company are responsible for the other information. The

other information comprises the information in the Annual Report that accompanies the

financial statements and the audit report, and the Climate Statements

, which is expected

to be made available to us after the date of the audit report.

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

not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the financial statements, or our knowledge obtained in the audit or

otherwise appears to be materially misstated. If so, we are required to report that fact.

We have noting to report in this regard in respect to the Annual Report.

When we read the Climate Statements, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the directors and

consider further appropriate actions.


Foley Wines Limited - xxx - Annual Report

2024


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the ‘Company’) and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2024, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the consolidated financial statements, including material accounting policy information

(‘the financial statements’).

In our opinion, the accompanying financial statements, on pages 27 to 71, present fairly,

in all material respects, the financial position of the Group as at 30 June 2024, and its

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

Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External

Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the International

Accounting Standards Board.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

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

Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the 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), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

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

significance in our audit of the financial statements 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.



Foley Wines Limited - xxx - Annual Report

2024


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 NZ IFRS and IFRS, and for

such internal control as the directors determine is necessary to enable the preparation


of financial statements that are free from material misstatement, whether due to fraud

or error.


In preparing the financial statements, the directors are responsible 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

a

ccounting 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 and ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic

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


A further description of our responsibilities for the audit of the financial statements is

located on the External Reporting Board’s website at:


https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the f

ullest

extent permitted by law, we do not accept or assume responsibility to anyone other

than the Company’s shareholders as a body, for our audit work, for this report, or for the

opinions we have formed.




Silvio Bruinsma, Partner

for Deloitte Limited

Auckland, New Zealand

29 August 2024



This audit report relates to the financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30 June 2024 included on the Company’s website.

The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to report on the integrity of the Company’s

website. We accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. The

audit report refers only to the financial statements named above. It does not provide an opinion on any other information which may have been hyperlinked

to/from these financial statements. If readers of this report are concerned with the inherent risks arising from electronic data communication they should refer to

the published hard copy of the audited financial statements and related audit report dated 29 August 2024 to confirm the information included in the audited

financial statements presented on this website.


Foley Wines Limited - xxx - Annual Report

2024


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the ‘Company’) and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2024, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the consolidated financial statements, including material accounting policy information

(‘the financial statements’).

In our opinion, the accompanying financial statements, on pages 27 to 71, present fairly,

in all material respects, the financial position of the Group as at 30 June 2024, and its

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

Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External

Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the International

Accounting Standards Board.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

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

Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the 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), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

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

significance in our audit of the financial statements 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.



7475

For the year ended 30 June 2024
Corporate Governance

Statement

This statement is designed to provide an overview for Shareholders to reflect the main governance policies and practices

adopted or followed during the financial year ended 30 June 2024 and has been approved by the Board. For further

information refer to the Company’s website (www.foleywines.co.nz).

The Board is committed to high standards of best practice corporate governance and ethical conduct as being integral to

overall business integrity and to delivery of long-term shareholder value.

Foley Wines Limited’s (FWL) shares are listed on the NZX Main Board. In this statement we disclose the extent to which

the Board believes that the Group’s policies and practices have complied with the NZX Corporate Governance Code

2023 (NZX Code), or where applicable, an explanation as to why a recommendation was not followed and any alternative

practice followed in lieu of the recommendation.

NZX CODE

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.”

CODE OF ETHICS

The Board maintains a Code of Ethics Policy Statement, reviewed at least bi-annually, to underpin FWL’s vision and

values and expected standards of conduct for Directors and employees.

The Group expects its Directors and employees to act in the best interests of the Company, its Shareholders and stakeholders

and maintain the highest standards of honesty, integrity and ethical conduct in day to day behaviour and decision making.

They must be objective, apply skill and professional competence, and keep information that they obtain in their role

confidential.

New Directors and employees are provided with a copy of the Code of Ethics as part of the induction process and advised

that this is also available on the Group’s website. All Directors and employees must provide acknowledgement that they

have read and understood the content. When the Code is reviewed by the Board a copy of the revised Code is circulated

to all current employees as a reminder of its content.

The Code requires Directors and employees to promptly report material breaches of the Code and sets out a procedure

for doing so.

The Code was last reviewed by the Board in August 2023.

FINANCIAL PRODUCT DEALING POLICY

The Board maintains a Financial Product Dealing Policy that explains what processes are in place to manage the legal

and reputational risks associated with director and staff share trading to provide transparency about expectations and

requirements to protect them from the risk of breaching insider trading laws. In particular:

• directors and employees may not buy or sell FWL shares in the trading “black-out” periods set out in the Policy (these

periods occur prior to the release of FWL’s financial results to the market); and

• directors and employees must obtain consent from the Board to buy or sell FWL’s shares.

Training on the Policy is included as part of the induction process for new directors and employees and a copy of the Policy

is available on the Group’s website.

The Policy was last reviewed by the Board in August 2024.


Corporate Governance

Statement

77

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience

and perspectives.”

BOARD CHARTER

The Board operate under a written charter which sets out the respective roles, responsibilities, composition and structure

of the Board and senior management, and this is available on the Group’s website.

The Directors are responsible, collectively as the Board under its Chairman, for the success of FWL and are accountable

to shareholders for the Company’s overall ethical conduct, strategic development, annual performance and long-term

sustainable increase in shareholder value.

The Board exercises its powers on behalf of all Shareholders, except for those powers specifically required to be exercised

by Shareholders by law, the NZX Listing Rules or the FWL Constitution. Except for powers specifically reserved to the

Directors under the Companies Act or the Delegated Authorities Policy, the Board in turn delegates authorities to the

Chief Executive Officer (CEO), with sub-delegations to members of the Management Team, with the CEO (Executive

Director) responsible for the day-to-day management of the FWL business and delivering against the agreed strategic

plans, operating budgets and performance targets.

The Role of the Board is to provide the overall framework for governance, accountability, risk control and deliverability

of the strategic and operating plans. To do so the Board meets with management normally at approximately quarterly

intervals, and more frequently if warranted, otherwise contact shall occur via email or teleconference to ensure Directors

are fully apprised about key Company activities and issues.

The Chairman, on behalf of the Board, is the formal channel of communication to external stakeholders and to the CEO

who in turn has delegated responsibility for management and staff and for achieving agreed policies, business strategies,

operating plans and budgets. The CEO reports regularly to the Chairman on critical issues being faced by the Company,

as well as progress being made against strategic plans.

In addition to the foregoing, the Directors are responsible for preparing and providing to Shareholders the financial

statements, as prescribed in the Financial Reporting Act. These shall give a true and fair view of the financial (and

operational) state of affairs of FWL for the period, as portrayed in the Income Statement, Statement of Comprehensive

Income, Statement of Changes in Equity, Statement of Financial Position and Statement of Cash Flows. The financial

statements are unaudited for the half-year report but must be audited by the External Auditor for the full financial year

report ended 30th June.

The Board Charter is reviewed at least every two years and was last reviewed in August 2023.

DIRECTOR NOMINATION

The responsibility for identifying suitable candidates for recruitment to the Board, is undertaken by the Board, drawing

on advice from independent consultants as appropriate. Nominated candidates are assessed against a number of criteria

which include character, background, professional skills and experience, and their availability to commit to the role. The

Board also considers the Composition of the Board requirements contained in the Constitution and the NZX Listing Rules.

Under the Constitution there shall be a minimum of 3 Directors and the maximum number of Directors may be determined

from time to time by the Board, and unless so determined, is 8. The Board is therefore authorised to appoint one or

more additional Directors to fill a casual vacancy or to expand the Board for increased effectiveness or to help meet the

Company’s objectives.

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)

DIRECTOR NOMINATION (CONTINUED)

Under the NZX Main Board Listing Rules a minimum of two Directors must be ordinarily resident in New Zealand and

two Directors must be independent, as defined in the NZX Listing Rules. The NZX Code recommends that the Board

consists of a majority of Independent Directors, that Board Chairman is independent and that the Board Chairman and the

CEO are different people.

Directors are elected by shareholders at the first annual meeting after appointment. After that, at each annual meeting,

the NZX Listing Rules and the Company’s Constitution require Directors to retire after they have served three years

since their last election. Directors who have served for more than nine years on the Board shall retire annually. Retiring

Directors are eligible for re-election.

INDEPENDENCE

During the current financial year there were four Non-Executive Directors, three of which were independent, including the

Board Chair, and one Executive Director. Details of all Directors as at the date of this report, including their qualifications,

length of service and experience, independence and ownership interests, are shown in Section 1 of the Statutory Information

section of this Annual Report. A director’s interests, position and relationships as well as the factors set out in Table 2.4

of the NZX Code have been considered holistically in determining the director’s independence status. The Board Chair is

a different person to the CEO.

In order to ensure that any “interest” of a Director in a particular matter to be considered by the Board are known by

each Director, the Company has developed protocols, consistent with obligations imposed by the Companies Act 1993, to

require each Director to disclose any relationships, duties or interests held that may give rise to a potential conflict.

WRITTEN AGREEMENT

The Company provides a letter of appointment to each newly appointed Director setting out the terms of their appointment.

The letter includes information regarding expected time commitments, the board’s responsibilities, remuneration,

independence requirements, disclosure requirements, confidentiality obligations, indemnity and insurance provisions,

intellectual property rights and cessation of appointment.

DIVERSITY

The Board maintains a Diversity and Inclusion Policy that provides a framework to embed and support a diverse workforce

and inclusive workplace environment. The Policy sets out how FWL will set measurable objectives for achieving diversity

and inclusion, and how it will assess its progress towards achieving these objectives. The Policy also sets out the diversity

and inclusion initiatives FWL currently has in place, together with the initiatives it is currently implementing. A copy of

the Policy is available on the Group’s website.

The Diversity and Inclusion scorecard as at 30 June 2024 was:

Board and Key Management Personnel:

Gender Diversity: At 30 June 2024 the Directors were all Male (5) (2023: Male 100%) and the Key Management Personnel

were 60% Male (3) and 40% Female (2) (2023: Male 67%; Female 33%).

For all employees at 30 June 2024 based on information provided by employees:

Gender Diversity: 43% were Male and 57% were Female (2023: Male 47%; Female 53%).

Ethnic Diversity: Ethnicity they identify with: European 75%; Māori 6%; Pacific 4%; Asian 9%; and Other 6% (2023:

European 79%; Māori 8%; Pacific 3%; Asian 5%; and Other 5%).

Age Breakdown: < 20 3%; 20-29 10%; 30-39 30%; 40-49 30%; 50-59 20%; 60-69 7% (2023: < 20 1%; 20-29 11%; 30-39

30%; 40-49 30%; 50-59 20%; 60-69 7%; 70-79 1%).

7879

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)

BOARD PERFORMANCE EVALUATION AND TRAINING

All Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election of

a Non-Executive Director to the Board. The findings of the performance review process are used to identify, assess and

enhance Director competencies and to define characteristics or skills which should be sought in future Board candidates.

The Board undertakes a performance evaluation of the Board and its members bi-annually. Directors undertake appropriate

training to remain current on how best to perform their duties as directors of the Company.

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance its effectiveness in key areas, while still

retaining board responsibility.”

To enhance the effectiveness of the Board there is an Audit and Risk Committee. Due to the size of the Board all other

matters including Remuneration matters are considered by the full Board. The Board may establish an ad hoc Committee

at any appropriate time to consider a special issue.

The committees have their own charters setting out the objectives, composition, and responsibilities of the committee.

The Board will periodically review the charters. The Board Chairman may not be the Chairman of the Audit and Risk

Committee. A quorum shall be two Committee members, including the Committee Chairman. Any Director may attend

any Committee meeting as an observer if he/she so wishes. The Committee may request the CEO, Chief Financial Officer

and/or any Management Team member to attend.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee comprises of three Directors: Grant Graham (Chairman), Anthony Anselmi and Paul

Brock, and meets formally a minimum of two times during the financial year. The Board is of the opinion that sufficient

financial expertise and knowledge of the industry in which the Company operates is possessed by the members of the

Audit and Risk Committee. Details of the qualifications of the Audit and Risk Committee members are set out in Section

1 of the Statutory section of this Annual Report. The primary objective of the Audit and Risk Committee is to assist the

Board of Directors in fulfilling its responsibilities relating to annual reporting, tax planning and compliance, and risk

management practices.

TAKEOVER POLICY

The Takeover Policy sets out the procedure to be followed if there is a takeover offer for FWL. A copy of the Policy is

available on the Group’s website. This Policy is reviewed by the Board at least bi-annually or as required due to legislation

changes. It was last reviewed in August 2023.

PRINCIPLE 4 – REPORTING & DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and

balance of corporate disclosures.”

CONTINUOUS DISCLOSURE

FWL’s Continuous Disclosure Policy sets out FWL’s arrangements to ensure material information is identified, reported,

assessed and, where required, disclosed to the market in a timely manner. The Company is committed to providing

relevant and timely information to its shareholders and to the broader market, in accordance with its obligations under the

NZX Listing Rules.

PRINCIPLE 4 – REPORTING & DISCLOSURE (CONTINUED)

CONTINUOUS DISCLOSURE (CONTINUED)

It is the responsibility of the Board to monitor compliance with the Continuous Disclosure Policy. The Board considers at

each board meeting whether any information discussed at the meeting requires disclosure. The Policy is reviewed at least

annually and was last reviewed in August 2024. A copy of the Policy is available on the Group’s website.

CHARTERS AND POLICIES

The key corporate governance documents referred to in this Statement are available on the Group’s website.

FINANCIAL REPORTING

FWL is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the

market and shareholders which reflects a considered view on its present and future prospects.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective.

It reviews annual and half year financial statements and makes recommendations to the Board concerning the application

of accounting policies and practices, areas of judgement, compliance with accounting standards, NZX and legal

requirements, and the results of the external audit.

NON-FINANCIAL REPORTING

The Group assesses its exposure to environmental, economic and social sustainability as part of the overall framework for

managing risk (see Principle 6 – Risk Management). The Group is committed to improving standards of environmental

performance to enable a more efficient and sustainable future. Accordingly, the Group follows longstanding practices

around management of environmental factors affecting the business, including strategies relating to water conservation,

viticulture management, sustainable wine growing practices and wetland preservation initiatives. Reporting on these

matters are included in the CEO and Directors’ Report. The Group’s climate-related disclosures will be available on the

Group’s website at https://foleywines.co.nz/investors in the Reports section.

PRINCIPLE 5 – REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”

REMUNERATION – NON-EXECUTIVE DIRECTORS

Remuneration levels are set at competitive levels to attract and retain appropriately qualified and experienced Directors

taking in to account the responsibilities and time commitments provided by those Directors to the Company in discharging

their duties.

Directors’ fees are recommended to and confirmed by Shareholders’ ordinary resolution at an Annual Meeting. In

accordance with the Listing Rules the Shareholders approve the total aggregate amount of fees payable to all Directors as

Directors’ fees, with the fee allocation to be determined by Directors. Currently the maximum aggregate amount of fees

payable to Directors is $240,000 per annum.

The Company’s policy is to pay all of its Directors in cash. The Directors fees paid during the year are shown in Section

3 of the Statutory Information section of this Annual Report.

8081

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

PRINCIPLE 5 – REMUNERATION (Continued)

REMUNERATION – NON-EXECUTIVE DIRECTORS (CONTINUED)

The Board reviews annually and recommends to Shareholders any increase in Directors’ fees. The criteria for reviewing

Non-Executive Director remuneration includes obtaining advice from independent external consultants, where appropriate,

information on Board arrangements for other corporations of similar size and complexity, and the review of current and

expected workloads of non-executive Directors. The Board will continue to review its remuneration strategies in relation

to non-executive Directors from time to time, in line with general industry practice.

REMUNERATION POLICY

The purpose of the Remuneration Policy is to outline the principles and approach to remuneration for all employees and

Directors of FWL and to ensure the principles are fair, reasonable and aligned to FWL’s strategic goals.

The Group is committed to applying fair and equitable remuneration and reward practices in the workplace, taking

into account internal and external relativity, the commercial environment, the ability to achieve the Group’s business

objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to the relevant

competitive market for talent, as well as individual performance against defined key performance objectives, are key

considerations in all remuneration-based decisions.

REMUNERATION – CEO (EXECUTIVE DIRECTOR) AND SENIOR EXECUTIVES

The criteria for reviewing the remuneration for senior executives includes, as appropriate, advice obtained from external

consultants, participation in independent surveys, specific market comparison of individual roles, and level of achievement

against business and personal objectives.

The total remuneration paid to the CEO/Executive Director for the year ended 30 June 2024 is disclosed in Section 3 of

the Statutory Information section of this Annual Report. The remuneration of the CEO comprises both a formal fixed

and variable performance component. Fixed remuneration includes a base salary, car allowance, car parking and a wine

allowance. CEO Mark Turnbull’s annual base salary for the year ended 30 June 2024 was $625,000 (2023: $625,000). A

formal short term incentive (STI) scheme was implemented from the year ended 30 June 2021 with a target value of 50%

of base salary based on the achievement of predetermined operational profitability targets (EBIT) and other performance

objectives aligned with assessing progress on executing the long-term strategy of the company. The target value for the

current year was $312,500 (2023: $312,500). A maximum amount of $468,750 is payable for outstanding performance.

The Board determines the operating EBIT gateway, objectives, weighting, value, threshold and outperformance criteria

each year. Board discretion on the impact of outside influences applies. During the year the Board approved a STI payment

of $Nil (2023: $430,000). There was no long-term incentive scheme in place during the current or prior year.

PRINCIPLE 6 – RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage

them. The Board should regularly verify that the issuer has appropriate processes that identify and manage

potential and material risks.”

Risk management is an acknowledged important factor in corporate governance. The Board is responsible for the Group’s

risk assessment, management and internal control and considers it has carried out a robust risk assessment process. The

Board reviews the risk management framework annually. The Board has identified a number of risks in the Company’s

operations that are commonly faced by other entities in the wine industry. The Board and management of the Company

believe they have taken all reasonable steps to manage and mitigate those risks.

In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural techniques

are in place and in practice which the Board and Management considers effectively mitigate this risk.

PRINCIPLE 6 – RISK MANAGEMENT (Continued)

Brand reputation and brand security is an identified risk that is the subject of ongoing surveillance, and techniques and

practices are in place which the Board and Management considers effectively mitigate this risk.

Supply Chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions to

mitigate the risk of the loss of a single supplier.

Grape supply - The quality and quantity of the grape harvest is dependent on seasonal climatic factors such as frosts,

rainfall, sunshine and temperature. Harsh adverse climatic conditions could affect the quality of grapes and hence

marketable quality of and prices received for the Company’s finished wines. To mitigate this risk the Group has diversified

and is further diversifying its grape supplies and vineyards throughout various regions across New Zealand. The Group

sources grapes from owned or leased vineyards as well as from contract growers.

Resource and Water Supply and Waste Disposal Consents – the Group can only operate with approved resource consents.

These have been obtained and are maintained for all of the Group’s winery sites. The Group ensures it holds water rights

for all foreseeable demands for the wineries and its owned and leased vineyards.

Technology risk, particularly in relation to hacking or illegal access and cyber-attacks, is an identified risk that is the

subject of ongoing surveillance, and techniques and practices are in place which the Board and Management considers

effectively mitigate this risk.

The senior management team regularly complete a risk assessment affecting the business and maintain a risk matrix which

is used to monitor and mitigate these risks. A risk matrix measures the impact of the risk and likelihood of occurrence

and outlines the practices and processes in place to address the identified risk. This is provided to the Audit and Risk

Committee and Board annually. The Group maintains insurance policies that it considers adequate to meet insurable risks

taking into consideration the size and nature of the Company’s business and risk profile.

HEALTH AND SAFETY

The Board has responsibility for ensuring the Company maintains a health and safety management system that meets

best practice standards to protect the health and safety of its employees and contractors engaged by the Company. The

Board maintains a Health and Safety Policy, reviewed annually, to underpin the Company’s commitment to providing a

safe working environment for its employees and contractors. The Board receives a monthly Workplace Health and Safety

Report from the Company’s Health and Safety Manager. The Health and Safety Policy was last reviewed in August 2024.

PRINCIPLE 7 – AUDITORS

“The board should ensure the quality and independence of the external audit process.”

EXTERNAL AUDITOR

The Audit and Risk Committee makes recommendations to the Board on the appointment and removal of the external

auditor. The Audit and Risk Committee ensures that the Key Audit Partner is changed at least every five years. The

current Deloitte Limited Lead Audit Partner Silvio Bruinsma was appointed in February 2020. A new Audit Partner will

be appointed following completion of the 2024 audit.

The Audit and Risk Committee is responsible to ensure the External Auditor’s independence is maintained so that financial

reporting is reliable and credible. The Audit and Risk Committee monitors the nature and extent of other services provided

by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services are complementary to the

external audit and compatible with maintaining external audit independence.

The External Auditor is responsible for reviewing and making recommendations on these underlying control systems

to ensure they produce accurate and consistent reports on which Shareholders may rely and, to assist meeting this

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FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Corporate Governance
Statement

(continued)

For the year ended 30 June 2024

PRINCIPLE 7 – AUDITORS (CONTINUED)

EXTERNAL AUDITOR (CONTINUED)

responsibility, the External Auditor shall have full access to all board papers and minutes and all financial and related

records. The Audit and Risk Committee routinely has time with the External Auditor without management present.

It is paramount the independence of The External Auditor is maintained for Shareholders’ benefit.

The Company invites the External Auditor to attend the Annual Meeting of Shareholders and they are available to answer

shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

INTERNAL AUDIT

The underlying internal control and accounting and operational systems determine the accuracy of the financial

statements and results presented to the Board. The Group does not have an internal audit function. Procedures have been

established at the Board and executive management levels that are designed to safeguard the assets and interests of the

Company and ensure the integrity of reporting. The Board acknowledges that it is responsible for the overall internal

control framework but recognises that no cost-effective internal control system will preclude all errors and irregularities.

The Board has undertaken a risk review and considers that the Group have a sound system of internal control which is

operating effectively in all material respects in relation to financial reporting risk.

PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS

“The Board should respect the rights of shareholders and foster constructive relationships with

shareholders that encourage them to engage with the issuer.”

INFORMATION FOR AND COMMUNICATION WITH SHAREHOLDERS

The Group is committed to communicating regularly with Shareholders in an open and transparent way. The Board aims to

ensure that all Shareholders are provided with all information necessary to assess the Group’s direction and performance.

To facilitate this general information flow, the Company maintains a comprehensive website including an investor section

(www.foleywines.co.nz). This contains the constitution, annual and half-yearly reports and financial statements, corporate

governance policies and documents, releases to the NZX or media and any presentations to third parties. Contact details

are provided on the website to allow shareholders to contact the Company. Shareholders are actively encouraged to

received communications from FWL and its Share Registrar electronically.

SHAREHOLDER RIGHTS

In accordance with the Companies Act 1993, FWL’s Constitution, and the NZX Listing Rules, the Group refers any major

decisions which may change the nature of FWL to Shareholders for approval at a Shareholders’ meeting.

Resolutions for which requisite Notice are given are voted upon by way of a poll and on the basis of one share, one vote.

There are no priority or special voting shares.

When the Group is seeking additional equity capital it will offer further equity securities to existing shareholders of

the same class on a pro-rata basis, and on no less favourable terms, before further equity securities are offered to other

investors.

NOTICE OF ANNUAL SHAREHOLDERS MEETING

The Group posts any Notices of Shareholder Meetings on its website as soon as these are available. The general practice

is to make these available not less than four weeks prior to the Shareholders’ meeting.

Statutory Information

FOLEY WINES LIMITED | ANNUAL REPORT 2024

84

FOLEY WINES LIMITED | ANNUAL REPORT 2024

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

Statutory

Information

1. DIRECTOR PROFILES

PAUL BROCK – INDEPENDENT CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR

Paul Brock was appointed to the Board with effect from 1 November 2018 and was appointed Deputy Chairman from

that date. Paul was appointed Chairman of the Board on 1 April 2023 following the resignation of William P Foley II as

Chairman of the Board on 31 March 2023.

Paul Brock was the Kiwibank Group Chief Executive from 2010-2017. He was Co-Founder of the bank which was launched

in 2002. As Group Chief Executive Paul led the Kiwibank Group through a period of rapid growth and diversification into

business banking, wealth management, insurance and asset finance. The bank is now a major player in the New Zealand

market with one in four New Zealanders holding an account with Kiwibank.

Paul has a strong background in governance, management, growth business development, brand development and

marketing. An extensive background in the financial services industry has also included senior management positions

with Westpac and Trust Bank. Paul has been Chairman of Gareth Morgan Investments Ltd and Kiwibank Investment

Management Ltd and the Massey University Business School Advisory Board. He has also been a Director of Kiwi

Insurance Ltd, New Zealand Home Loans Ltd, Kiwibank Custodial Services Ltd, AMP Home Loans Ltd, Kiwi Capital

Securities Ltd, Kiwi Capital Funding Ltd Kiwi Wealth Management Ltd and Cigna Life Insurance New Zealand Ltd.

Paul is currently Chair of the board of the New Zealand Story Group, a country reputation programme to enhance the

New Zealand brand and increase the benefits to New Zealand from export trade, Chair of Tourism New Zealand, Chair of

Chubb Life Insurance New Zealand and a Director of Southern Sky Dairies Ltd.

Paul holds a Bachelors degree in Business Studies from Massey University.

Paul has advised that he is also a Director of the following entities: StratX Limited, Tussock Creek Dairies Limited,

Riversdale Dairies Limited, North South Farms Limited, Owaka Dairies Limited, Five Rivers Dairies Limited, Mount Bee

Dairies Limited, Ten K Dairies Limited, and Two Rivers Dairies Limited.

The Board have determined that Paul Brock is an Independent Director in accordance with the NZX Listing Rules.

ANTHONY ANSELMI O.B.E. – NON-EXECUTIVE INDEPENDENT DIRECTOR

Anthony Anselmi (Tony) was appointed to the Board in September 2012 and is a member of the Audit and Risk Committee.

Tony’s business career began in footwear retail in his late teens, and today the family-owned business owns and operates

retail stores throughout New Zealand and in the State of Victoria, Australia. Tony developed a manufacturing plant in

TeKuiti which supplied footwear to retailer throughout New Zealand. The land containing the factory buildings is now

being redeveloped by Tony, into a new housing precinct. Tony has had considerable experience in farmland development

and dry stock and dairy farming. Tony was a director of the State-Owned Enterprise Forestry Corporation until it was sold

by the Government and Inframax a Local Authority Trading Enterprise. He was for a period Chairman of the New Zealand

Footwear Manufacturers Federation and the King Country Regional Development Council.

Tony has invested with Bill Foley in Foley Holdings New Zealand since 2009.

Tony has advised that he is also a Director of the following entities: Fabia Overland Holdings Company Limited, Fabia

Products Limited, New Zealand Abalone Limited, and William & Monica Anselmi Memorial Family Trust Company

Limited.

The Board have determined that Tony Anselmi is an Independent Director in accordance with the NZX Listing Rules.

1. DIRECTOR PROFILES (CONTINUED)

GRANT GRAHAM – NON-EXECUTIVE INDEPENDENT DIRECTOR

Grant Graham was appointed to the Board with effect from 1 February 2019 and as Chair of the Board Audit and Risk

Committee. Grant is Chair of advisory and investment firm Calibre Partners with a strong background in corporate

finance and advisory in valuation and restructuring.

Grant has a Bachelor of Commerce and is a Chartered Accountant with Chartered Accountants Australia New Zealand

(CAANZ) holding a Certificate of Public Practice and CAANZ Licensed Insolvency Practitioner status. Grant is a member

of the Institute of Directors in New Zealand.

Grant has advised that his other current roles include Sleepyhead Group (Director), Phoenix Metal Recyclers (Chair),

Phoenix Metal Recyclers Holdco Limited (Director), Blues Limited Partnership (Director), Blues Management Limited

(Director), Better Blues Company Limited (Director), Old Pueblo Limited (Director), Old Buena Limited (Director),

Halberg Trust Foundation (Trustee) and Anglican Trust Board (Chair).

The Board have determined that Grant Graham is an Independent Director in accordance with the NZX Listing Rules.

ROBERT P FOLEY II – NON-EXECUTIVE DIRECTOR

Robert P Foley II (Rob) was appointed to the Board on 1 April 2023 following the retirement from the Board of his

father William P Foley II. Robert Foley is currently the CEO for the Henderson Silver Knights ice hockey club as well as

President of Foley Family Farms which currently farms 5,000 acres of vineyards across California and Oregon. Robert’s

professional career began in 2010 at Chalk Hill Winery in Sonoma California in the hospitality department and cellar

door. In 2014 he transitioned to a regional beverage distributor, Epic Wines and Spirits, as a brand manager before moving

to Las Vegas Nevada in 2016 to join the hockey operations department with the NHL expansion franchise Vegas Golden

Knights. Robert works closely with the management team of Wharekauhau Country Estate located near Palliser Bay NZ.

Robert has a Bachelor of Business Administration degree from Chapman University.

Robert has advised that he is also a director of Black Knight Football Club GP Ltd and Winter Sports Incorporated and

Chair of Henderson Silver Knights Foundation and Jr. Golden Knights Foundation.

The Board have determined that Robert Foley is not an Independent Director in accordance with NZX Main Board Listing

Rule 2.6.1 due to him being the son of William P Foley II and Carol J Foley, substantial product holders.

ANTONY MARK TURNBULL – CEO (EXECUTIVE DIRECTOR)

Antony Mark Turnbull (Mark) was appointed Chief Executive Officer and Director of the Company in September 2012.

Mark’s career started as an accountant with Ernst and Young, then for the next 18 years was Managing Partner of the brand

consultancy Designworks. Mark was Chairman of the New Zealand Wine Fund when it was acquired by Foley Family

Wines in 2009. In 2011 Mark had a sabbatical year and attended London Business School where he completed a Masters

of Science in Leadership and Strategy with Distinction. Mark is a Chartered Accountant with Chartered Accountants

Australia and New Zealand.

8687

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

2. INTEREST REGISTERS

The following entries were recorded in the Directors’ interest register of the Company during the year:

SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED

There were no share transactions during the year (2023: Nil).

SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED SUBSIDIARY COMPANIES

There were no share transactions during the year (2023: Nil).

20242023

$’000$’000

TRANSACTIONS

Certain Directors have interests in contracts with Foley Wines Limited.

AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for resale)98139

AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)186171

AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment

hire, electricity and administration)11383

LOANS TO DIRECTORS

No loans to directors were authorised during the year.

INDEMNITY AND INSURANCE

The Directors’ and Officers’ liability insurance is held to cover risks normally covered by such policies arising out of acts

or omissions of directors and employees in their capacity as such except for specific matters which are expressly excluded.

3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER

Directors of the Company during the year and remuneration and other benefits paid to directors by the Company were as

follows:

20242023

$’000$’000

DIRECTORS’ FEES

WP Foley II–52

PR Brock8065

A J Anselmi5050

GR Graham6060

RP Foley II5013

REMUNERATION AND OTHER BENEFITS

AM Turnbull was a Director and the Chief Executive Officer during the year and as such did not receive Director’s Fees.

Remuneration and other benefits paid to Executive Directors during the year was $669,000 (2023: $1,105,000). The

remuneration for the current year included a base salary of $625,000 (2023: $625,000) and a bonus approved by the Board

under the short-term incentive scheme of $Nil (2023: $430,000). There was no long-term incentive scheme in place during

the yea r.

3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER

(CONTINUED)

MEETING ATTENDANCE REGISTER

The attendance of Directors of the Company at Board meetings and Board Audit and Risk Committee meetings were as

follows:

20242023

2024Audit & Risk2023Audit & Risk

BoardCommitteeBoardCommittee

PR Brock6 / 62 / 25 / 53 / 3

A J Anselmi6 / 62 / 25 / 53 / 3

GR Graham6 / 62 / 25 / 53 / 3

AM Turnbull6 / 62 / 25 / 53 / 3

RP Foley II6 / 6N/A0 / 1N/A

WP Foley IIN/A N/A2 / 4N/A

4. EMPLOYEES’ REMUNERATION

Section 211(1)(g) of the Companies Act 1993 required disclosure of remuneration and other benefits, including redundancy

and other payments made on termination of employment, in excess of $100,000 per year, paid by the Company or any of

its subsidiaries worldwide to any employees who are not Directors of the Company:

Number of Employees

$100,000–$109,9992

$11 0 , 0 0 0 – $119, 9 9 93

$120 ,0 0 0 –$129,9 9 93

$130,0 0 0 –$139,9 9 94

$16 0,0 0 0 –$169,9 9 91

$18 0,0 0 0 –$189,9 9 91

$190,000–$199,9992

$220,000–$229,9991

$280,000–$289,9991

$290,000–$299,9991

5. DONATIONS

Foley Wines Limited made no cash donations during the year (2023: $Nil).

8889

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2024For the year ended 30 June 2024

6. SHAREHOLDER BREAKDOWN

Number of Total shares % of share

Shareholding as at 30 June 2024shareholdersheldCommittee

1-1,000592205,7930 . 31%

1,001-5,0003048 56 ,1761.30%

5,001-10,000129985,3221. 50%

10,001-50,0001252, 583,16 43.93%

50,001-100,000191,332,2382.03%

100,000+2359, 7 73, 4 5590.93%

1,19 26 5, 736 ,14 8100.00%

7. DIRECTORS’ SHAREHOLDING

As at 30 June 2024 Directors held the following direct interests in the Company.

AJ Anselmi – held a direct interest in FWL of 1.7% through his shareholding in FHNZL (2023: 1.7%). This interest was

1.8% including the shares to be issued under the Convertible Note (note 14) (2023: 1.8%).

AM Turnbull – held a direct interest in FWL of 1.2% (2023: 1.2%) through his shareholding in FHNZL (1.15%; 2023:

1.15%) and through the ownership of 60,347 ordinary FWL shares (0.09%; 2023: 0.09%). This interest was 1.3% including

the shares to be issued under the Convertible Note (note 14) (2023: 1.3%).

8. 20 LARGEST REGISTERED HOLDERS

Ordinary% of share

Ordinary shares held at 30 June 20234:shares heldcapital

Foley Holdings New Zealand Limited *34,708,79652.80%

WP Foley II & CJ Foley *8 ,981, 4 8713.66%

National Nominees New Zealand Limited on behalf of Milford Asset

Management Limited *3,792,5535.77%

Accident Compensation Corporation2, 4 6 6 ,1233.75%

Lion NZ Limited2,027,0273.08%

New Zealand Permanent Trustees Limited - NZCSD958,0001. 46%

Alfa Lea Horticulture Limited903,3301.37%

Sky Hill Limited9 01,8121.37%

Custodial Services Limited8 0 4 ,1931.22%

JP Morgan Chase Bank NA NZ Branch – Segregated Clients Acct - NZCSD773,0951.18%

NZ Depository Nominee Limited419, 6 420.64%

Public Trust RIF Nominees Limited - NZCSD332,7270. 51%

JD Croft322,3880.49%

MG Fairhall2 7 7, 0 4 20.42%

Hannah Laurenson2 5 7, 5130.39%

FNZ Custodians Limited219, 6 0 40.33%

Kynance Holdings Limited215,9 240.33%

CM & BW Doig198, 7940.30%

Orchard Investments P/S Account160,0000.24%

PM Hutchins135,1360. 21%

Sub-total58 , 8 56 ,18689. 52 %

Others (1,172 Shareholders)6 ,879,96210. 48%

TOTAL6 5, 736 ,14 8100.00%

* These shareholders are substantial product holders as defined in Section 274 of Sub-part 5 of Part 5 of the Financial

Markets Conduct Act 2013 as they have a substantial holding in the Company.

9. NZX WAIVERS

No waivers were granted in the current or prior year.

10. SHAREHOLDER INFORMATION

August 2024 Annual Report Published

October 2024 Annual Shareholders Meeting

9091

FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

For the year ended 30 June 2024
DIRECTORS:

PR Brock (Chairman)

AJ Anselmi

GR Graham

RP Foley, II

AM Turnbull (CEO)

HEAD OFFICE ADDRESS:

13 Waihopai Valley Road

RD6, Blenheim, 7276, Marlborough, New Zealand

Telephone +64 3 572 8200

Facsimile +64 3 572 8211

POSTAL ADDRESS:

PO Box 67, Renwick 7243, Marlborough, New Zealand

EMAIL:

info@foleywines.co.nz

WEBSITES:

www.foleywines.co.nz

www.grovemill.co.nz

www.vavasour.com

www.tekairanga.com

www.martinborough-vineyard.co.nz

www.mtdifficulty.nz

www.lighthousegin.co.nz

NATURE OF BUSINESS:

Production and distribution of wine

AUDITORS:

Deloitte Limited, Auckland

SOLICITORS:

Bell Gully, Auckland

Jennifer Mills & Associates, Auckland

BANKERS:

Bank of New Zealand, Auckland

REGISTRATION NO.

307139

REGISTERED OFFICE:

13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand

SHARE REGISTRAR:

Link Market Services Limited

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010

PO Box 91976, Auckland 1142

Telephone +64 9 375 5998

Email: enquiries@linkmarketservices.com

(please quote CSN or shareholder number)

Website for shareholders to change address or payment instructions or view

investment portfolio: www.linkmarketservices.co.nz

SHARE TRADING:

NZX – NZSX Market

Security Code “FWL”

Investors who wish to join the Foley Investors Wine Club, please email

info@foleywines.co.nz

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FOLEY WINES LIMITED | ANNUAL REPORT 2024FOLEY WINES LIMITED | ANNUAL REPORT 2024

Investors who wish to join the
Foley Investors Wine Club, please

email info@ foleywines.co.nz

made by land & hand

---

BUILDING STRONG ROUTES TO MARKET PAYS OFF
FOR FOLEY WINES IN TOUGH YEAR FOR INDUSTRY



THURSDAY, AUGUST 29 2024 – Foley Wines reports a better second half in the Company’s

Annual Report to June 2024, published to the New Zealand Stock Exchange today.


OVERVIEW


Bottled Sales Revenue $62,491,000 (+ 0.3%)

Case Sales 561,000 (- 4%)

USA Case Shipments 133,000 (+ 60%)

Operating Earnings $4,129,000 (- 60%)

(Loss) After Tax $(4,081,000) (- 164%)

Profit after tax excluding one-off tax adjustment $467,000 (- 93%)

Operating EBITDA $16,176,000 (- 20%)



Foley Wines CEO Mark Turnbull said, “2024 was a tough year for the Company. Notwithstanding the headwinds

faced, we were pleased that case sales were down only 4% on last year, which was a solid turnaround from the

first six months.”


“Export case sales were down 5.8% which, when compared to the industry being down 21% for packaged wine,

demonstrated the Company’s hard work on developing strong routes to market for our brands.”


“It became very evident that there was a significant over supply of Marlborough Sauvignon Blanc resulting in

deep discounting. The strategy we adopted was to remain focused on selling packaged wine through the channels

established and assisting the retailers with additional promotional funding to keep the brands in the forefront of

consumers’ minds,” said Turnbull.


The Company reports a 60% increase in shipments to the USA during the year, despite total industry exports to

the market being down 22%. “The Company invested heavily in the USA with various initiatives. This investment

was a major factor in the increase in selling, marketing and promotion expenses of approximately $3m. However,

this has meant the Company is already shipping the 2024 vintage to many markets and inventory is generally in

balance,” said Turnbull.


The Company completed its first year of trading at its Martinborough hospitality venue, The Runholder. The 100

person restaurant, tasting room, cellar door, viewing terrace, private dining room and distillery serves as a brand

home for its three Martinborough brands and in its first year has been recognised with Gold Qualmark

accreditation and inclusion in the Cuisine Magazine Good Food Guide, the Company reports.


Further bolstering the premium experiences it is able to offer in Martinborough, the Company acquired the long-

running wine and food festival Toast Martinborough during the year. The refreshed festival will be ‘a toast to

Martinborough’, reflecting the boutique wine region’s premium, small scale wine production and elevated wine

experiences, said the Company.


“The Runholder and Mt Difficulty hospitality venues offer truly unique and memorable destinations for visitors

to experience the Company’s brands,” said Turnbull. “In synergy with Toast Martinborough and our online cellar

door, the Foley Wine Club, these venues create a powerful platform for our brands to engage with premium wine

consumers.”


Continuing with its focus on premium brands and consumers, the Company launched the sixth release of

Martinborough Vineyard’s Marie Zelie Reserve Pinot Noir during the year. “The 2019 release of this iconic wine

has already been awarded 98 Points from US wine critic James Suckling. It continues to reinforce the tradition of

handcrafted excellence at Martinborough Vineyard, and set the standard for luxury New Zealand Pinot Noir,” said

Turnbull.


The Company reports a harvest of 6,404 tonnes which is a decrease of 21% on the prior year’s harvest. “The

winemakers are delighted with the quality of the vintage and are looking forward to producing world class wines

from this vintage,” said Turnbull. At the time of writing, the Company’s wines had already won three Gold medals

from the 2024 vintage. “This smaller vintage does have a major influence on the year ahead in terms of an increase

in cost of goods,” said Turnbull.


Practical, tangible sustainability practices continue to underpin the Company’s brands and operations. In addition

to its use of recycled glass manufactured locally in New Zealand, the Company this year took the step to start

transitioning a significant number of bottlings to a new ‘super lightweight’ bottle. “Over the next 12 months this

will further reduce our total use of glass and our carbon footprint associated with transport and shipping through

reduced weight of the packaged product,” said Turnbull.


The Company reports that no final dividend will be paid for the year ended 30 June 2024. “The Directors believe

given the tough economic conditions, the focus needs to be on reducing debt over the next 12 months. Trading

conditions both domestically and globally remain subdued. It is very apparent that there is still an oversupply from

the 2023 vintage in New Zealand, coupled with a higher cost of goods and high interest rates which compounds

the situation.”


“The Company has worked hard to build strong channels for its brands which has been evident with the sales over

the past 12 months. The Company is in a good position to sell through the 2024 vintage in a timely manner and

hopefully with a normal vintage in 2025 will be in a much improved position for the 2026 financial year,” said

Turnbull.



-ENDS-


Authorised for public release.


For further information please contact:

Mark Turnbull

CEO, Foley Wines Limited

PO Box 67, Renwick, 7243, Marlborough

Tel: +64 21 714 885

Email: mark@foleywines.co.nz


Notes to Editors:

Foley Wines is a collection of iconic wineries and brands from New Zealand’s most acclaimed wine regions. Each

with a unique story of New Zealand to tell, our wineries are linked by a common unrelenting purpose; to make

great wine that people love to drink around the world – made by land & hand.


Our ambition is to be New Zealand’s most revered wine group. With a portfolio of exceptional quality wines and

our deep belief in building enduring partnerships, we are able to satisfy the most discerning retailers and restaurants

at home and around the world.


Established in 1988 as Grove Mill Wine Company Ltd, the company merged with Foley Family Wines NZ Limited

in September 2012. The Company listed on the NZAX Board of the NZ Stock Exchange when this was first

established in November 2003 and migrated to the NZX Main Board and changed its name to Foley Wines Limited

(ticker code FWL) on 3 December 2018. Foley Wines’ major shareholder is Bill Foley who is a major investor in

the US wine industry.


Foley Wines owns Martinborough Vineyard, Te Kairanga, the Lighthouse Gin brand and the Toast Martinborough

festival in Martinborough, Grove Mill and Vavasour in Marlborough, and Mt Difficulty in Central Otago.

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

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