Synlait Milk Limited logo

FY24 Result; Deleveraging Delivered; $0.20c / kgMS Payment

Director Departure29 September 2024SMLConsumer Staples

Annie McLaren and Andrew Lindsay,
Synlait Area Managers

ANNUAL

REPORT

2024

ANNUAL REPORT 2024
WELCOME TO SYNLAIT’S

ANNUAL REPORT

Synlait releases a standalone

sustainability report. The report reviews

Synlait’s strategy and initiatives to achieve

our sustainability objectives and targets,

and will be released in November 2024.

Our Corporate Governance Statement

describes Synlait’s current compliance

with the NZX Corporate Governance

Code (NZX Code) recommendations in

the year to 31 July 2024.

The Corporate Governance section

of the Annual Report can be found on

Synlait’s website: synlait.com/investors/

corporategovernance-2024/

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

performance and business achievements for the year ended 31 July 2024.

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

reports, is available at: synlait.com/investors/

We are always looking for ways to improve our reporting. Please email any feedback to:

investors@synlait.com

SUSTAINABILITY

REPORTING

CORPORATE

GOVERNANCE

DOING MILK

DIFFERENTLY


FOR A

HEALTHIER

WORLD

PAGE 01 & 02

Nicky Halley, Synlait Farms Operations Manager
and Andrew Lindsay, Synlait Area Manager.

ANNUAL REPORT 2024PAGE 03 & 04

49
25

15

CONTENTS

ABOUT THIS REPORT 02

CHAIR REVIEW 09

CEO REVIEW 15

BEHIND THE HEADLINES 19

OUR BOARD 23

OUR EXECUTIVE LEADERSHIP TEAM 24

STATUTORY INFORMATION 25

FINANCE REVIEW 49

FINANCIAL AND PERFORMANCE METRICS 59

MILK PRICE 60

FINANCIAL STATEMENTS 61

AUDITOR'S REPORT 127

DIRECTORY 131

0919

ANNUAL REPORT 2024PAGE 05 & 06

Synlait Dunsandel farm staff Imroz
and Udit milking.

ANNUAL REPORT 2024PAGE 07 & 08

ANNUAL REPORT 2024
CHAIR REVIEW

George Adams

PAGE 09 & 10

Achieving the reset required

The Companies Act sets very clear

expectations for New Zealand’s company

directors. We are duty-bound to act in

good faith and in the company’s best

interests. That meant the Board, and

in particular the Independent Directors

who led the deleveraging process, took

a methodical approach to assessing all

options to reset Synlait’s balance sheet.

We started, as most Boards would,

by examining the potential for asset

sales. While multiple parties expressed

interest in Dairyworks, we did not

receive an acceptable binding offer.

Given that Dairyworks’ profitability has

exceeded expectations every year since

we purchased it in 2020, the Board is

comfortable with the outcome which sees

Dairyworks’ retained.

Our process analysed various

ownership structures and alternative

Synlait’s story over the past 12

months has been unprecedented,

extraordinary, and historic, with the

financial year ended 31 July 2024

(FY24) best summarised by one word –

deleveraging.

Your Board’s decisions, and the

changes implemented as a result, were

driven by the need to reduce Synlait’s

debt to more manageable levels. A two-

step plan, underpinned by a substantial

bank refinancing package, will see us

achieve that tomorrow – Tuesday 1

October 2024.

Our retail shareholders have been a

central part of this journey, approving

resolutions to deliver a $130 million

shareholder loan in July and, in

September, raise circa $218 million in

new equity. Without this support, we

would currently be writing a very different

chapter in Synlait’s history.

Instead, we have the opportunity to

support a productive, profitable and

purposeful future for Synlait where

we seek to deliver value to all of the

company’s stakeholders.

My eyes were open to the challenges

ahead when I joined the Board in March

2024, but I knew there was plenty to be

confident about. On the top of that list

is Synlait’s incredible team. In my short

time with the company, I have become

proud of their perseverance, unwavering

approach to excellence and resilience.

I am therefore pleased to present my first

Annual Report as Chair of Synlait.

options to raise equity. The poor financial

state of Synlait’s balance sheet meant

these were quickly exhausted. Insolvency,

via both receivership and voluntary

administration, was also examined, with

the Independent Directors concluding

the loss of control would result in

highly uncertain outcomes for Synlait’s

stakeholders, including the more than

1,400 employees and over 200 farmers

whose livelihoods rely on us.

An equity raise soon emerged as the

preferred option, and while a pro-rata

structure (that would have enabled

retail shareholder participation) was

closely examined, analysis showed it

unlikely to deliver the required level

of equity. Given this would also be a

high-risk investment due to Synlait’s

financial position, the Independent

Directors concluded the recapitalisation

should only be undertaken with major

shareholders who have a detailed

understanding of the company and were

willing to subscribe at a premium to the

market price.

On average, 95% of Synlait’s

shareholders who participated voted

in favour of the two equity raise

resolutions at our Special Shareholders

Meeting on 18 September 2024. Retail

shareholders strongly supported our plan

despite their shareholdings decreasing

from 41.2% to 14.9%. That is a strong

commitment to Synlait’s future, which we

are grateful for.

I am also extremely encouraged by Bright

Dairy Holding Limited’s (Bright Dairy)

public commitment to the New Zealand

Shareholders Association that, as Synlait

returns to a more stable position, Bright

Dairy will strongly advocate to ensure

retail shareholders are afforded an

opportunity to participate in future capital

management initiatives.

+=

JULY 2024SEPTEMBER 2024

$130 million shareholder

loan from Bright Dairy

$450 million bank refinancing package

The opportunity

to support Synlait

returning to sustainable

profitability.

$217.8 new equity

Bright Dairy ($185 million)

The a2 Milk Company

($32.8 million)

Reducing debt to a manageable level

A two-step plan underpinned by bank refinancing

in June 2024, is a New Zealand business
leader with 20 years’ experience in multi-

national companies in the dairy and food

sectors. This experience adds significant

value to the Board.

I would also like to extend a big thank you to

Paul McGilvary who stepped into the Acting

Chair role after Simon Roberston resigned

early in our financial year. Paul, alongside

all our Directors, has provided valuable

counsel as I transitioned into the Chair role.

Finally, I would like to thank our CEO Grant

Watson and his executive leadership

team for their strong leadership during

an extremely challenging year. They have

made significant progress to stabilise and

materially strengthen the foundations

of the business. In addition, they have

worked tirelessly to reset of our balance

sheet, improve key customer relationships,

while maintaining strong connections with

our farmers, customers and suppliers.

The Board is also aware of and grateful to

many in the wider Synlait team for some

very long hours worked to deliver the

deleveraging activities in particular.

Entering FY25 with new sense of calm

FY24 has had a long list of urgent

challenges for the Synlait team. However,

we can now confidently draw a line under

several of the difficulties we faced and

move onto the more important matters

concerning running a growing and viable

business.

Synlait’s ability to achieve a successful

refinance of its banking facilities one

year from now will require a marked

improvement in trading performance and

retained milk supply (through a reduction

in farmer supplier cessations).

Strengthening major shareholder

relationships

The support of our two major

shareholders, Bright Dairy and The a2

Milk Company, has been critical to Synlait.

Bright Dairy has been our largest

shareholder since 2010, when Synlait

became the Chinese company’s first

offshore investment, making this a

important partnership for both parties.

Over the past 15 years, Bright Dairy

has proven itself to be a supportive

shareholder. FY24 saw it become our

lifeline, providing the $130 million

shareholder loan in July 2024 and $185

million for our equity raise.

Having Bright Dairy onboard for the next

phase of our recovery plan is strategically

important for Synlait’s executive

leadership team. We know Bright Dairy

will assist in opening doors as we seek

to grow new relationships with global

customers in China and South East Asia.

It is, therefore, important that I take

this opportunity to express our sincere

gratitude and a heartfelt ‘xièxiè’ to Bright

Dairy and its leadership team.

Another thank you must go to The a2 Milk

Company alongside our congratulations

to their Board and executive leadership

team for successfully rebuilding their

China business post-COVID-19. FY24 has

seen Synlait and The a2 Milk Company

reset our relationship by agreeing a

settlement for our earlier disputes.

Synlait’s success is important to The a2

Milk Company which is reflected in their

decision to take part in the equity raise

and retain a 19.8% shareholding in our

company. With the settlement agreement

including new ways of working together,

FY25 is an opportunity to solidify this

newfound sense of cooperation.

Lifting operational efficiency

Another core feature of the Board

and Management’s business recovery

plan has been proactively stemming

operational losses from our North

Island assets which have been a major

contributor to Synlait’s poor financial

performance.

The North Island strategic review was

initiated in April 2024 and has informed

the Board’s development of a new

pathway to profitability for our northern

operations. The review’s detailed analysis,

which was led by a dedicated internal

team, concluded that transportation

and manufacturing costs meant it was

not financially viable for Synlait to keep

processing raw milk at Pōkeno.

As a result, operations will focus solely

on the facility’s capability to manufacture

high-value hybrid advanced nutrition

products for all ages. Growing global

demand for these products means this is a

segment valuable to the future of Synlait.

Making the decision to end raw milk

processing at Pōkeno wasn’t easy and

I want to acknowledge its impact on

our North Island farmers who could not

have done more to deliver for Synlait. On

behalf of the Board, I thank you for your

professionalism and understanding.

An acknowledgement also to our

North Island team whose feedback

throughout the review process has been

invaluable, while continuing to provide

exceptional service to the customers at

our northern sites.

Growing a new future with our farmers

While Synlait’s relationship with our 54

North Island farmer suppliers will, in time,

be ending because of necessary changes

to our Pōkeno facility, the company

recognises that farmers are an important

backbone for our business.

The good thing about working with

farmers is that, as a cohort, they excel at

giving frank feedback. Synlait’s farmer

suppliers are forward-thinking people

who have been clear in their expectations

of us to deleverage and pay stronger

advance rates.

Many of our farmer suppliers have put us

on notice to deliver by advising of their

intention to cease their Synlait supply

agreements.

Today we announce additional payments

for our farmer suppliers. We hope these,

along with the progress made to improve

Synlait’s financial position, will lift their

confidence in us.

Maintaining a strong helm

The Board farewelled Dr John Penno

and Hon Ruth Richardson in the second

half of FY24. As a co-founder of Synlait,

John’s contribution has been immense.

Ruth served on the Board for 15 years

– a long and dedicated tenure for any

Director. We thank both John and Ruth

for their service and know they will

continue, as shareholders, to take a keen

interest in Synlait.

Bright Dairy made two Director changes

this year. Tao Zhang joined in February

to replace Ruibing Liu (Ryan). Tao brings

strong financial and industry knowledge

from Bright Dairy. Leon Fung, appointed

The Board and Management are

committed to further resetting Synlait and

are focused on continuing to deliver the

next steps of the company’s business

recovery plan. Given that this is Synlait’s

immediate priority, the Board and

Management will not provide an FY25

guidance statement at this time.

Our full guidance statement can be found

in the investor presentation.

FY25 will not be a time for us to take our

foot off the pedal. There is still a lot of

work to do and key focuses will include:

• Ensuring we retain our farmer

suppliers

• Attracting new customers to increase

capacity utilisation and generate an

uplift in earnings

• Delivering on new product

development requests from our

global customers, along with entering

new markets

• Attracting and retaining key talent

to ensure we have the workforce

required to deliver Synlait’s suite of

complex products

Your Board is in no doubt that Synlait is

well equipped to progress each of these

workstreams and, in time, return the

company to sustainable profitability.

We are buoyed by the energy of Synlait’s

employees who go above and beyond for

this business every day.

Now, with deleveraging behind us,

we can all focus on the next phase of

Synlait’s business recovery plan. My

prediction is FY25’s activity will be

best summarised by a new word –

delivering.

George Adams

Chair

ANNUAL REPORT 2024PAGE 11 & 12

Synlait bus arriving at Gary and Rowan
Michael's farm in Dunsandel.

ANNUAL REPORT 2024PAGE 13 & 14

ANNUAL REPORT 2024
Synlait began FY24 with too much

production capacity across its facilities,

unsustainably high levels of debt,

significantly higher interest rates, and

sharply declining demand for infant

formula at a macro level.

While we begin FY25 with strong

momentum and solid foundations, these

challenges are evident in FY24’s result.

Revenue is up 2% to $1.64 billion with

the group’s total gross profit sitting at

$56.0 million.

A $114.6 million impairment against

our North Island assets due to

underutilisation, coupled with foreign

exchange impacts, increased financing,

legal and consultancy costs (attached to

deleveraging and The a2 Milk Company

disputes), and softening global demand

for lactoferrin have contributed to an

overall net loss after tax of $182.1 million.

At a headline level the result is extremely

disappointing. However, we have reset

the balance sheet off the back of our

successful equity raise and refreshed

banking syndicate. This would not have

been possible without your support and

belief in our company and its people.

In addition, the work completed to settle

our disputes with The a2 Milk Company,

reduce costs (including headcount), and

increase productivity and efficiency is

not reflected in today’s numbers. This

includes the North Island strategic review,

which delivers a pathway for our North

Island operations to reach a cashflow

breakeven position in circa two years (and

sustainable, profitable growth beyond

that) after an extremely tough decision to

exit raw milk processing at Pōkeno.

The result also does not showcase the

grit, determination, and loyalty that our

Synlait team has displayed while going

above and beyond during heightened

levels of volatility and uncertainty.

Our team is just one group I need to

thank today. I am also grateful to our

major shareholders Bright Dairy and The

a2 Milk Company for participating in our

equity raise and to those who guided the

process, including our advisors, Bell Gully

and Jarden, and our in-house Corporate

Affairs and Legal teams.

Recognition must also go to the

Dairyworks team who attained a

record earnings before interest, taxes,

depreciation, and amortization (EBITDA)

result in the midst of an extended

strategic review process, our farmers

and other suppliers and my executive

leadership team who have worked long

hours delivering both business as usual

and deleveraging activity.

The Chair’s report covers the balance

sheet activity in detail, so this report will

focus on FY24’s business performance

and our aggressive approach to

supporting a more positive result in FY25.

For further information on our financial

performance, read the financial review

section of this report and the investor

presentation.

Synlait’s right to win

Advanced Nutrition and Foodservice

continue to be strategic business units,

with sales volumes up 7% and 519%

respectively.

Key achievements include our first full

year of UHT whipping cream production,

launching cream into South East Asia,

readying our new range of Nutrabase™

nutritional base powders for market

and improving Pōkeno’s operational

efficiency, capability and focus on

Advanced Nutrition. Our North Island

teams have also completed a detailed

commissioning phase and will begin

manufacturing new products for a global

customer in FY25.

FY25 will also see an overall focus

on volume growth alongside the

development of a new generation

whipping cream, and finalising sales

contracts for Nutrabase™. Our team will

also support The a2 Milk Company to

investigate opportunities in the infant

formula category including the scoping

phase of a second State Administration

for Market Regulation (SAMR) license at

Dunsandel.

Dairyworks delivers record EBITDA

result

FY24 was an extremely strong year for the

Dairyworks team who achieved a record

EBITDA result of $22.8 million off the

back of strong sales growth, operational

stability and low staff turnover.

This was underpinned by the relaunch

of the Rolling Meadow brand, increased

CEO REVIEW

Grant Watson

PAGE 15 & 16

Synlait’s business recovery is well
progressed. With several material

distractions behind us, my leadership

team and I are focused on delivering

strong business growth and execution to

ensure we reestablish healthy levels of

business profitability for our shareholders.

Nāku noa, nā

Grant Watson

CEO

on returning Synlait to sustainable

profitability without distraction.

• Pōkeno’s sole focus on advanced

nutrition will increase efficiency

and capability in high-value product

categories.

• Our settlement with The a2 Milk

Company allows us to focus on a

partnering approach to drive joint

value creation.

• After five version upgrades, our

enterprise resource planning (ERP)

system is stable, and we can leverage

its benefits to help transform our

supply chain and quality functions.

• Early success in IWS

1

implementation

will accelerate its uptake and

improve operational efficiency.

• New and improved inventory

management systems and capability

is in place.

• Having demonstrated performance

around cream, plant-based advanced

nutrition, and new GB standard China-

label product, our manufacturing

team is strengthened to enable

profitable growth across each of our

core categories.

• Strong relationships with new and

existing customers are expected to

deliver lifts in volume and company

revenue.

demand from Woolworths Australia,

and new supply agreements with

other Australian partners. Other key

achievements included entry into

Thailand and capital investments

delivering enhanced food quality and

production efficiencies. In addition, 85% of

Dairyworks’ packaging is now recyclable

(the remaining 15% will transition in FY25).

Growth is earmarked to continue in FY25

with a 10% volume increase delivered

through the new Australian agreements,

additional product lines for Woolworths

Australia, the onboarding of a major

trans-Tasman retailer, and entry into

Vietnam and the Philippines.

Retaining and valuing our farmer

suppliers

Synlait manages approximately 4% (84.5

million kgMS) of New Zealand’s milk

supply and ended the 2023/2024 season

with 276 farms supplying Synlait.

FY24 has been a challenging time for

our Milk Supply team with a significant

majority of our farmer suppliers

submitting cease notices to Synlait.

Farmers’ expectations of competitive

advance rates along with an improvement

in the company’s balance sheet have

been made clear.

We have listened and acted on

these concerns. We expect that our

deleveraging outcomes, competitive milk

price and stronger advance rates will lift

confidence.

Furthermore, to support this, we are

announcing additional payments for

our farmer suppliers to recognise the

impact our financial position had on

their businesses and, for South Island

farmers, how critical their milk supply is

to Synlait’s future.

We expect that these combined actions

will result in cease notice withdrawals.

The Investor Presentation provides

further details on the payments.

Synlait remains focused on providing

world-class on-farm support. Progress

in FY24 included the Lead With

Pride™ incentive changes, a five-year

partnership with Nestlé to support on-

farm sustainability, and a new partnership

with Farmlands that saved farmers over

$1.5 million.

Looking to our future

Synlait’s business recovery will continue

during FY25. Core focus areas include

lifting volumes, further cost reductions,

and optimising trading and operational

performance.

Progress delivered in FY24 has provided

us with a strong foundation for success:

• The asset sales workstreams, urgent

need to recapitalise the business,

and the dispute with The a2 Milk

Company are all behind us.

• Our strengthened executive

leadership team can now focus

1

IWS stands for Integrated Work Systems. It is a continuous improvement programme across Synlait’s operations. Further information on IWS is in the Behind The Headlines section on the next page.New Rolling Meadow branding launched in 2024.

ANNUAL REPORT 2024PAGE 17 & 18

BEHIND THE HEADLINES
The premium infant formula (0-12 months) which we

manufacture for The a2 Milk Company went on shelves

in the USA in August 2023. This was a significant

milestone for The a2 Milk Company and Synlait.

An infant formula shortage in the US last year created

the opportunity with America’s Food and Drug

Administration (FDA) changing the rules to allow

overseas manufacturers to apply to enter the market.

The a2 Milk Company was granted access and we

continue to support their efforts to prepare the product,

packaging, and necessary regulatory approvals to

achieve long-term US market access.

Infant formula enters US market

Infant formula appears on the shelves in the USA.

Our Whakapuāwai biodiversity programme

continues to grow with another 80,000 native

seedlings dispatched during FY24.

Established as part of our commitment to restoring

and regenerating native ecosystems and boosting

biodiversity, Whakapuāwai is now in its sixth year.

Each year the programme grows up to 40 varieties of

native seedlings which are planted on Synlait farms

and community projects.

FY24 saw the project reach farms north of the

Waimakariri River and in South Canterbury for the first

time, making it widespread across the Canterbury region.

Whakapuāwai reaches 250,000 plant milestone

Nick Vernon, Sustainability Manager,

planting in the Wairuna project.

FY24 saw Synlait finish its first full year of producing

Joyhana UHT whipping cream.

Joyhana’s distribution network has grown to more than

300 customers in China.

It won the prestigious ‘New Product Innovation

Award’ at the China International Bakery Exhibition in

May 2023.

Joyhana won two awards at the China International

Import Expo (CIIE) last November and gained further

recognition a month later when the Shanghai chef

team used it and won gold at the IKA International

Olympic Cooking Competition.

More recognition for award-winning whipping cream

Joyhana UHT whipping cream on display at CIIE.

Synlait was recertified as a B Corp™ in December 2023.

Our score increased by 21.5%.

B Corp

TM

is the global gold standard for sustainability.

Accreditation is a competitive differentiator for Synlait.

Recertification means Synlait meets the highest

standards of verified social and environmental

performance, public transparency, and legal

accountability to balance profit and purpose.

Improvements in Synlait’s score came from changes to

governance, along with improving the measurement

and management of greenhouse gas footprints across

our value chain.

Scaling up the B Corp

TM

system

B Corp

TM

certification applies across all Synlait sites.

ANNUAL REPORT 2024PAGE 19 & 20

FY24 has seen Synlait introduce Integrated Work
Systems (IWS), a global framework that improves

reliability, reduces costs and lifts productivity in

manufacturing.

IWS has four phases and fosters a culture of 100%

ownership and a zero-loss mindset.

Our dairy liquid facility at Dunsandel achieved phase 1

in March 2024, followed by Auckland’s blending and

canning line and our flex line at Pokeno.

Synlait teams that use IWS support the system, labelling

it a more efficient way of working that significantly

reduces downtime and cost.

Improving efficiency in manufacturing

Glenn Laing, Director of Manufacturing, congratulates

Rueben Frahm, Dairy Liquid Plant Manager.

Synlait announced a unique three-way partnership with

our farmer suppliers and Nestlé in March 2024.

The partnership is helping to fund innovative on-farm

emissions reduction tools.

These include effluent management systems, emissions-

friendly feed options, advanced soil testing, alternative

fertilisers and tree planting.

This partnership will help Synlait reach its greenhouse

gas emission targets, while opening the potential for

commercial opportunities with Nestlé which is the

world’s largest food and beverage company.

Partnership to help farmer suppliers reduce emissions

Grant Watson, Synlait CEO, and Patricia Stroup,

Nestlé Global Chief Procurement Officer.

Our two Synlait-owned farms, located next to our

Dunsandel facility, were Lead With Pride

TM

certified in

April 2024.

Synlait established Lead With Pride

TM

in 2013. It is

an external accreditation recognising farm suppliers

who achieve best practice across four pillars –

environment, animal health and welfare, milk quality

and social responsibility.

Over 75% of our farmer suppliers now have Lead with

Pride

TM

certification. It is great to have our own farms

among them.

Synlait farms Lead With Pride

TM

certified

Nicky Halley, Farm Operations Manager,

and some of the Dunsandel farm team.

Synlait has a new partnership with global food company

Uhrenholt which has launched UHT whipping cream in

South East Asia.

The cream is distributed under the ‘Emborg Professional’

brand.

Product was exported to Taiwan, Singapore and

Thailand during the final quarter of FY24 with strong

demand forecasts.

Uhrenholt chose to work with Synlait because of a

shared passion for dairy and our approach to working

with in-market distribution partners.

UHT whipping cream enters South East Asia

Production for Uhrenholt is underway in the

Dunsandel liquids plant.

ANNUAL REPORT 2024PAGE 21 & 22

Paul McGilvary
• People, Environment

& Governance

Committee Chair

• Audit & Risk

Committee Member

• Nominations Sub-

Committee Member

Paul Washer

• Audit & Risk

Committee Chair

• People, Environment

& Governance

Committee Member

• Nominations Sub-

Committee Member

Leon Fung

• People, Environment

& Governance

Committee Member

Edward Yang

• People, Environment

& Governance

Committee Member

• Nominations Sub-

Committee Member

Julia Zhu

• Audit & Risk

Committee Member

Tao Zhang

• Audit & Risk

Committee Member

George Adams

• Audit & Risk

Committee Member

• Nominations Sub-

Committee Member

George was appointed as

an Independent Director

of Synlait in March 2024

to fill a casual vacancy.

George was elected Chair

in May 2024. George's

transition to the Chair role

followed a well-signalled

plan that Acting Chair

Paul McGilvary would

return to his position as

an Independent Director

once a permanent

successor was found

and elected. George

was elected with the full

support of the Board.

George will formally

stand for election by

Synlait shareholders at

the company’s Annual

Meeting in December

2024.

Independent Directors

Bright Dairy Appointed Directors

Chair

OUR BOARD OF DIRECTORSOUR EXECUTIVE LEADERSHIP TEAM

The Board has commenced a search to find a candidate to fill the vacancy of the Board Appointed Director after John Penno resigned in May 2024.Dairyworks CEO Tim Carter continues to report to Synlait CEO Grant Watson.

Grant Watson

Chief Executive

Officer

Andy Liu

Chief Financial

Officer

Cathy Gamlen

Director of People

and Culture

Rob Stowell

Chief Commercial

Officer

Paul Mallard

Chief Operating

Officer

Enablers

Naiche Nogueira

Chief Revenue Officer

Advanced Nutrition

and Ingredients

Abby Ye

President China

and Director of

Foodservice

Foodservice

Charles Fergusson

Director On-Farm

Excellence, Business

Sustainability and

Corporate Affairs

On-Farm Excellence

ANNUAL REPORT 2024PAGE 23 & 24

STATUTORY INFORMATION
Synlait is a nutrition company. It combines expert farming with state-of-the art

processing to produce Advanced Nutrition, Foodservice, and Ingredient products. In the

year to 31 July 2024, Synlait made no changes to its company structures.

North Island strategic review

In April 2024, Synlait announced it would undertake a strategic review of its North

Island assets, including its manufacturing facility in Pōkeno and its blending and canning

facility in Auckland. The strategic review was undertaken as part of Synlait’s business

recovery plan. It explored a wide range of potential options, including alternative

ownership structures, mothballing the Pōkeno plant, and how to balance its capability to

process both dairy and plant-based proteins.

The strategic review remained underway at the end of this financial year. However, after

the balance date on 9 September 2024, Synlait announced that one of the review’s

findings was that switching between processing plant-based proteins and raw dairy

hinders the Pōkeno plant’s operational efficiency. In addition, it found that transportation

and a range of manufacturing costs meant it was not financially viable for Synlait to

keep processing milk at Pōkeno. As a result, the Board decided to focus Pōkeno’s

operations solely on producing advanced nutrition products that do not require raw

milk. The Board is no longer actively seek a buyer for Pōkeno, however in the event a

compelling offer was made for the asset, the company may consider it.

In FY25, Synlait has 54 farmer suppliers in the Waikato, and the company will meet all of

its contractual obligations to those farmer suppliers. They will remain Synlait suppliers

until the end of their supply agreements. However, Open Country will now collect and

process the milk.

Dairyworks and Talbot Forest Cheese divestments

The Board announced a strategic review of its Dairyworks and Temuka assets in

June 2023.

In June 2024, the Board provided an update on the Dairyworks sale process. While

the Board received interest in the business from several parties, a binding offer has not

materialised at an acceptable level. Although the company would consider credible

offers, the sale process no longer remains formally open.

The Temuka assets remain in an idle state. Synlait continues to search for a buyer,

however a sale of the assets within the next 12 months is no longer considered

highly probable.

01. BUSINESS OPERATIONS

A view of Synlait Dunsandel from the

Synlait-owned farms.

ANNUAL REPORT 2024PAGE 25 & 26

Synlait’s Directors are profiled on our website: synlait.com/people/.
This table sets out the people that held office (or ceased to hold office) as a Director of Synlait and its subsidiaries during

the year ending 31 July 2024:

Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing Rules,

the commentary to recommendation 2.4 in the NZX Corporate Governance Code and its Board Charter and is satisfied its

Independent Directors meet the requirements for independence.

As permitted by waivers from the NZX Listing Rules, Bright Dairy Holdings Limited, a shareholder of Synlait, is entitled

to appoint four Directors to Synlait’s Board. One of those Directors must ordinarily reside in New Zealand and have local

commercial and governance experience for an NZX listed company. Currently that Director is Leon Fung.

02. DIRECTORS

Company Directors Appointed

Synlait Milk Limited

Synlait Milk Finance Limited

George Adams (Chair)

1

Independent21 March 2024

Leon Fung

2

Bright Dairy Appointed3 June 2024

Dr John Penno

3

Board Appointed 21 July 2013

Paul McGilvary

4

Independent24 January 2022

Paul WasherIndependent2 December 2022

Ruibing Liu (Ryan)

5

Bright Dairy Appointed19 June 2023

Hon. Ruth Richardson

6

Bright Dairy Appointed16 November 2009

Sihang Yang (Edward)Bright Dairy Appointed11 November 2010

Simon Roberston

7

Independent25 November 2020

Tao Zhang

8

Bright Dairy Appointed26 February 2024

Yi Zhu (Julia)Bright Dairy Appointed19 June 2023

CompanyDirectors

The New Zealand Dairy

Company Limited

Grant Watson

Robert Stowell

Eighty Nine Richard Pearse

Drive Limited

Grant Watson

Robert Stowell

Synlait Business Consulting

(Shanghai) Co., Ltd

Grant Watson

Robert Stowell

Paul Mallard

Dairyworks LimitedGrant Watson

Timothy Carter

Synlait Milk (Dunsandel Farms) LimitedGrant Watson

Robert Stowell

Synlait Milk (Holdings) No.1 Limited Grant Watson

Robert Stowell

The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140 of the

Companies Act 1993. Entries which are italicised indicate new disclosures during the year ended 31 July 2024.

03. DIRECTOR INTERESTS

1

George Adams was appointed as an Independent Director on 21 March 2024 to fill a casual vacancy following Simon Roberston’s retirement from the Board on 20 October 2023. George Adams

was elected Chair on 30 April 2024, with Acting Chair Paul McGilvary returning to his position as an Independent Director.

2

Leon Fung joined the Board as a Bright Dairy Appointed Director on 3 June 2024, replacing Hon. Ruth Richardson.

3

Dr John Penno retired as a Board Appointed Director on 30 April 2024.

4

Paul McGilvary was elected Acting Chair in October 2023 following Simon Roberston’s resignation, and held the position until 30 April 2024, when it was permanently filled by George Adams.

5

Ruibing Liu (Ryan) retired from the Board on 9 February 2024 and was replaced by Tao Zhang on 26 February 2024.

6

Hon. Ruth Richardson retired as a Bright Dairy Appointed Director on 3 June 2024 and was replaced by Leon Fung.

7

Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.

8

Tao Zhang joined the Board as a Bright Dairy Appointed Director on 26 February 2024, replacing Ruibing Liu (Ryan).

1

George Adams joined the Board as an Independent Director on 21 March 2024.

George Adams

1

Chair and Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Chair and Director and Shareholder Insightful Mobility Limited

Chair and Director Netlogix Group Holdings Limited

Chair and Director Bremworth Limited

Director and Shareholder Arborgen Holdings Limited

Chair and Director and Shareholder Apollo Foods Limited

Director The Apple Press Limited

Director Mars Manufacturing Limited

Director and Shareholder Apollo Brands Limited

Chair and Director NZFF Holdco Limited

Chairman Business Leaders Health and Safety Forum

H&S Impact Fund Advisor for Accident Compensation Corporation

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

ANNUAL REPORT 2024PAGE 27 & 28

03. DIRECTOR INTERESTS (CONTINUED)
Simon Robertson

2

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Alliance Group Limited

Director Balance Agri-Nutrients Limited

Trustee Robertson Family Trust

Trustee GR Foot Trust

Trustee Norman Family Trust

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Dr. John Penno

3

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Okuora Farms Limited

Director and Shareholder Okuora Holdings Limited (and through Okuora Holdings Limited, shareholder in Pastoral Robotics Limited and

The Pure Food Co Limited

4

, shareholder in Signum Holdings Limited (in liquidation)

Chair and Shareholder Wangapeka River Hops Limited

Chair and Shareholder The Pure Food Co Limited

5

Director and Shareholder of Leaft Foods Holdings Limited (and through Leaft Food Holdings Limited, shareholder in its related

subsidiary companies including Leaft Foods Limited, Leaft Foods IP Limited and Leaft Nominee Limited)

6

Director and Shareholder Thorndale Dairies Limited

Director and Shareholder The New Zealand Merino Company Limited

Trustee John Penno Trust

Through Signum Holdings Limited, shareholder in TCL Holdings Limited (previously Trust Codes Limited) and Cloud Computing

Continuation Services Limited

7

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Paul McGilvary

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director AsureQuality Limited

8

Director New Zealand Hops Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Paul Washer

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Chief Financial Officer Pact Group Holdings (Australia) Pty Ltd

Director Pact Group Holdings Limited

9


Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ruibing Liu (Ryan)

10

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Hon. Ruth Richardson

11

Director and Shareholder Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Ruth Richardson (NZ) Limited

Director New Zealand Taxpayers’ Union

Trustee Christchurch Early Intervention Trust

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

2

Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.

3

Dr John Penno retired from as the Board appointed Director on 30 April 2024.

4

Okuora Holdings Limited ceased to be a shareholder in The Pure Food Co Limited on 1 August 2023.

5

Dr John Penno retired as a Director and Chair on 22 January 2024.

6

During the period, Leaft Group went through a corporate restructuring resulting in the revised structure being adopted.

7

TCL Holdings Limited (previously Trust Codes Limited) was a supplier to Synlait on normal terms of trade until October 2022, but has not provided services to the Group after that date. Since

Okuroa Holdings Limited invested in Signum Holdings Limited, there has, and continues to be, a protocol in place whereby John Penno abstains from all Board discussions and decisions involving

the supply arrangements between Synlait and TCL Holdings Limited.

8

Paul McGilvary retired as a director of AsureQuality Limited on 30 April 2024.

9

Pact Group Holdings Limited is the ultimate holding company of a number of subsidiaries, some of which, Paul Washer is also a Director and/or Shareholder of. Pact Group, via its subsidiaries Alto

Packaging Limited, Astron Plastics Limited and VIP Plastic Packaging (NZ) Limited, is a supplier to Synlait on normal terms of trade. There is a protocol in place whereby Paul Washer abstains from

all Board discussions and decisions involving the supply agreements between Synlait and Pact Group.

10

Ruibing Liu retired from the Board on 9 February 2024

11

Hon. Ruth Richardson retired from the Board on 3 June 2024.

ANNUAL REPORT 2024PAGE 29 & 30

03. DIRECTOR INTERESTS (CONTINUED)
Sihang Yang (Edward)

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Yi Zhu (Julia)

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Tao Zhang

12

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Leon Fung

13

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Chief Executive Officer NIG Nutritionals Limited

Director and Shareholder Auspocean Limited

Director Silver Fern Biotech & Products Limited

Director and Shareholder MTC Information Technology NZ Limited

Director and Shareholder Tec-Pe New Zealand Limited

Director and Shareholder Beverly Hills Asset Management Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Grant Watson

Director Dairyworks Limited

Director Synlait Milk (Dunsandel Farms) Limited

Director Eighty Nine Richard Pearse Drive Limited

Director The New Zealand Dairy Company Limited

Director Synlait Milk (Holdings) No.1 Limited

Director Synlait Business Consulting (Shanghai) Co., Ltd.

Shareholder 365 Ventures Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Robert Stowell

Director Synlait Milk (Dunsandel Farms) Limited

Director Eighty Nine Richard Pearse Drive Limited

Director The New Zealand Dairy Company Limited

Director Synlait Milk (Holdings) No.1 Limited

Director Synlait Business Consulting (Shanghai) Co., Ltd.

Director and Shareholder Orange Homes (2022) Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Timothy Carter

Director Dairyworks Limited

Director and Shareholder Niko Holdings 2003 Limited

Shareholder Tatahi Holdings Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Paul Mallard

Director Synlait Business Consulting (Shanghai) Co., Ltd.

12

Tao Zhang was appointed to the Board on 26 February 2024.

13

Leon Fung was appointed to the Board on 3 June 2024.

ANNUAL REPORT 2024PAGE 31 & 32

This table sets out the relevant interests held by Directors during the period in securities issued by Synlait:
05. DIRECTOR HOLDINGS

Directors Securities held (legally or beneficially) as at 31 July 2024Securities held (legally or beneficially) as at 31 July 2023

George Adams

1

00

Leon Fung

2

0 0

Dr. John Penno

3

5,109,803 ordinary shares 5,109,803 ordinary shares

Paul McGilvary

4

3,500 ordinary shares3,500 ordinary shares

Paul Washer0 0

Ruibing Liu (Ryan)

5

00

Hon. Ruth Richardson

6

66,025 ordinary shares66,025 ordinary shares

Sihang Yang (Edward)00

Simon Roberston

7

13,324 ordinary shares13,324 ordinary shares

Tao Zhang

8

00

Yi Zhu (Julia)00

This table sets out the total remuneration and the value of other benefits received by Synlait Directors during the year

ended 31 July 2024:

Directors Role Remuneration

George Adams

1

Independent Director

Board Chair

$55,711

Leon Fung

2

Bright Dairy Appointed Director$14,011

Dr. John Penno

3

Board Appointed Director $66,675

Paul McGilvary

4

Independent Director

Chair of People, Environment and Governance Committee

Acting Chair

$141,927

Paul WasherIndependent Director

Chair of Audit and Risk Committee

$104,151

Ruibing Liu (Ryan)

5

Bright Dairy Appointed Director$46,749

Hon. Ruth Richardson

6

Bright Dairy Appointed Director$79,848

Sihang Yang (Edward)Bright Dairy Appointed Director$88,900

Simon Roberston

7

Independent Director$39,179

Tao Zhang

8

Bright Dairy Appointed Director$38,063

Zhu Yi (Julia)Bright Dairy Appointed Director$88,900

There was no change to the fees paid to Directors of Synlait this financial year. The fees received by Directors, as

approved by shareholders on 27 November 2019 and effective 1 April 2020, are:

04. DIRECTOR REMUNERATION

RoleFee

Directors, excluding the Chair and Committee Chairs$88,900

Board Chair$178,000

Audit and Risk Committee Chair$104,150

People Environment and Governance Committee Chair$100,900

Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiary companies.

1

George Adams was appointed to the Board on 21 March 2024, and elected Chair on 30 April 2024.

2

Leon Fung was appointed to the Board on 3 June 2024.

3

Dr John Penno retired from the Board on 30 April 2024.

4

Paul McGilvary was Acting Chair from October 2023 to 30 April 2024, and is Chair of People, Environment and Governance Committee. Paul stepped down from his role of Chair of the People,

Environment and Governance Committee whilst he was Acting Chair, but he has since resumed the position.

5

Ruibing Liu (Ryan) retired from the Board on 9 February 2024.

6

Hon. Ruth Richardson retired from the Board on 3 June 2024 and was Chair of People, Environment and Governance Committee from October 2023 to May 2024.

7

Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.

8

Tao Zhang was appointed to the Board on 26 February 2024.

1

George Adams was appointed to the Board on 21 March 2024.

2

Leon Fung was appointed to the Board on 3 June 2024.

3

Dr John Penno retired from the Board on 30 April 2024.

4

Paul McGilvary has owned 3,500 shares in Synlait Milk Limited since prior to joining the Board of Synlait.

5

Ruibing Liu (Ryan) retired from the Board on 9 February 2024.

6

Hon. Ruth Richardson retired from the Board on 3 June 2024.

7

Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.

8

Tao Zhang was appointed to the Board on 26 February 2024.

PAGE 33 & 34ANNUAL REPORT 2024

In the year to 31 July 2024, Synlait’s total payments to its auditors PricewaterhouseCoopers were as follows:
08. AUDITORS

Dairyworks Limited, a wholly owned subsidiary of Synlait, made cheese donations to a value of $20,006 in the year to 31

July 2024. These were the only donations made by the Synlait Group in the financial year.

07. DONATIONS

Chief Executive Officer Remuneration

The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2024:

Remuneration

Salary$936,000.00

KiwiSaver$28,080.00

Medical$942.12

LT I0

STI0

Total$965,022.12

PwC service included in administration and operating expenses

Statutory audit fee$620,000

Half year accounts review $169,000

Other assurance services$352,000

Consulting$10,000

Total$1,151,000

During the year ended 31 July 2024, 560 employees (including former employees) of Synlait and its subsidiaries (not being

Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, information

includes overtime and company contribution to KiwiSaver, as set out below:

06. EMPLOYEE REMUNERATION

Salary bracket ($)Number of employees

100,000 – 109,999 120

110,000 – 119,99984

120,000 – 129,99990

130,000 – 139,99958

140,000 – 149,99947

150,000 – 159,99936

160,000 – 169,99921

170,000 – 179,99923

180,000 – 189,99910

190,000 – 199,99914

200,000 – 209,9997

210,000 – 219,9999

220,000 – 229,9994

230,000 – 239,9995

240,000 – 249,9993

250,000 – 259,9993

260,000 – 269,9994

270,000 – 279,9991

290,000 – 299,9994

300,000 – 309,9992

310,000 – 319,9991

320,000 – 329,9991

350,000 – 359,9991

370,000 – 379,9991

380,000 – 389,9991

430,000 – 439,9991

460,000 – 469,9991

470,000 – 479,9991

490,000 – 499,9991

500,000 – 509,9991

670,000 – 679,9991

730,000 – 739,9991

830,000 – 839,9991

840,000 – 849,9991

960,000 – 969,9991

Total560

Synlait’s Strategic Remuneration policy is approved by Synlait’s People, Environment and Governance Committee. That Committee

also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the Executive Leadership Team.

PAGE 35 & 36ANNUAL REPORT 2024

Synlait had the following securities on issue as at 31 July 2024:
• 218,581,661 ordinary shares

• 180,000,000 subordinated bonds

10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS

Number of shares held Percentage of ordinary

shares on issue

01. Bright Dairy Holding Limited85,266,60539.0%

02. The a2 Milk Company Limited43,352,50919.8%

03. Chester Asset Management Pty Ltd.9,520,0004.4%

04. Accident Compensation Corporation6,139,8752.8%

05. John Penno5,109,8032.3%

06. XSTAR Fund Management3,980,0001.8%

07. New Zealand Funds Management Ltd.2,155,5871.0%

08. L S Keeper1,975,0000.9%

09. Paul & Bronwyn Lancaster1,055,6230.5%

10. First NZ Capital Custodians Limited (Various Private Investors)923,1780.4%

11. Therese Roche900,0000.4%

12. The Vanguard Group, Inc.878,0140.4%

13. Philip Lennon800,0000.4%

14. Clarity Funds Management Limited700,0000.3%

15. Octagon Asset Management Limited670,2260.3%

16. New Hope Dairy (HongKong) Trading Co Ltd655,3950.3%

17. Hieu Nguyen600,0000.3%

18. Horo Holdings Limited530,0000.2%

19. Rangatira Trust513,0380.2%

20. Rita Dressler500,0000.2%

Total 166,224,85375.9%

Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML).

On 24 November 2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code: SM1). As

an ASX foreign exempt issuer, Synlait complies with the NZX Listing Rules (other than as waived by NZX Regulation) and is

exempt from complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15.

In December 2019, Synlait issued $180 million of unsecured, subordinated, fixed rate bonds with an interest rate of 3.83%

per annum. These securities are quoted and trade on the NZX Debt Market (ticker code: SML010).

In November 2020, Synlait successfully completed a $200 million equity raising to complete the investment phase of its

strategy and strengthen its balance sheet. The equity raise comprised a $180 million underwritten placement at a fixed

price of NZ$5.10 per share and a $20 million underwritten share purchase plan at the same share price.

Post the balance date Synlait announced and completed a recapitalisation, which included aggregate new equity of $217.8

million, with its two largest shareholders. The recapitalisation required a Special Shareholders’ Meeting which was held

on Wednesday 18 September 2024. Shareholders approved by way of ordinary resolutions the issuance of approximately

$217.8 million of new equity capital by way of:

• A $185 million issue of shares to Bright Dairy Holding Limited (Bright Dairy) at an issue price of $0.60 (a 100% premium

to the closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed

share price prior to announcement of the settlement with The a2 Milk Company and its support of Synlait’s equity

raise, and a 40% premium to the issue price of $0.43 for the a2MC placement)), which increased its shareholding in

Synlait from 39.01% to 65.25% (Bright Dairy placement); and

• A $32.8 million issue of shares to The a2 Milk Company (a2MC) at an issue price of $0.43 (a 43% premium to the

closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed share

price prior to announcement of the settlement with a2MC and its support of Synlait’s equity raise), which resulted

in its holding of 19.83% being retained (a2MC placement). The settlement with a2MC and a2 Infant Nutrition Limited

announced on 16 August 2024 was conditional on a number of matters including the Bright Dairy placement and

a2MC placement and accordingly has been included in the resolution to approve the a2MC placement.

The shares are expected to be issued to Bright Dairy and The a2 Milk Company on Tuesday 1 October 2024, which is after

the date of the publication of this Annual Report.

09. STOCK EXCHANGE LISTINGS

According to notices given under section 280(1)(b) of the Financial Markets Conduct Act 2013, the following are Synlait’s

substantial product holders as at 31 July 2024. The number of shares owned is as advised by the shareholder in their last

Substantial Security Holder Notice.

Substantial product holderNumber of ordinary shares in

which relevant interest is held

Percentage of total

ordinary shares on issue

Bright Dairy Holding Limited85,266,60539.0%

The a2 Milk Company Limited43,352,50919.8%

Total128,619,11458.8%

PAGE 37 & 38

Set out below are Synlait’s 20 largest shareholders as at 31 July 2024:

ANNUAL REPORT 2024

Set out below are Synlait’s largest bondholders as at 31 July 2024:
Number of bonds heldPercentage of total

bonds on issue

01. Custodial Services Limited 33,693,00018.71%

02. Tea Custodians Limited 27,872,00015.48%

03. Forsyth Barr Custodians Limited 27,319,00015.17%

04. FNZ Custodians Limited 21,356,00011.86%

05. Citibank Nominees (New Zealand) Limited 7,153,0003.97%

06. RGTKMT Investments Limited 3,275,0001.81%

07. Sierra Investments Limited 2,945,0001.63%

08. BNP Paribas Nominees (NZ) Limited2,908,0001.61%

09. NZX WT Nominees Limited 2,654,0001.47%

10. Forsyth Barr Custodians Limited 2,211,0001.22%

11. JB Were (NZ) Nominees Limited 1,938,0001.07%

12. HSBC Nominees (New Zealand) Limited 1,440,0000.80%

13. FNZ Custodians Limited 1,414,0000.78%

14. Investment Custodial Services Limited 1,225,0000.68%

15. Seajay Securities Limited 1,150,0000.63%

16. Masfen Securities Limited 981,0000.54%

17. Brown Thoroughbreds Limited 870,0000.48%

18. Forsyth Barr Custodians Limited 838,0000.46%

19. Francis Horton Tuck 800,0000.44%

20. FNZ Custodians Limited 646,0000.35%

Total142,688,00079.16%

10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS

(CONTINUED)

Synlait does not have a credit rating.

The spread of Synlait’s bondholders as at 31 July 2024 is as follows:

12. CREDIT RATING

Size of holding Number of holdersPercentage of holders Total number of bonds Percentage issued

1,001 – 5,000636.60%312,0000.17%

5,001 – 10,00017218.03%1,640,0000.91%

10,001 – 50,000 55858.49%15,306,0008.50%

50,001 – 1,000,00014615.31%24,189,00013.44%

1,000,001 and over 151.57%138,553,00076.98%

Total954100.00%180,000,000100.00%

The spread of Synlait’s ordinary shareholders as at 31 July 2024 is as follows:

11. SPREAD OF PRODUCT HOLDERS

Size of holding Number of investors Percentage of investors Total number of shares Percentage issued

1 – 1,0002,47340.99%1,091,1550.50%

1,001 – 5,0002,14135.49%5,627,9002.57%

5,001 – 10,00064510.69%4,875,7122.23%

10,001 – 50,000 61810.25%13,092,5195.99%

50,001 – 1,000,0001452.40%22,095,68910.11%

1,000,001 and over 110.18%171,798,68678.60%

Total6,033100.00%218,581,661100.00%

PAGE 39 & 40

ANNUAL REPORT 2024

13. NZX WAIVERS
PAGE 41 & 42

Governance Arrangements

Synlait continues to rely on redocumented waivers granted by the predecessor to NZX Regulation Limited (“NZ RegCo”) on

27 November 2019, as amended on 27 October 2023, from various NZX Listing Rules, allowing our Constitution and Board

composition to reflect our non-standard governance arrangements, as described below.

Synlait listed on the NZX on the basis that Bright Dairy and Food Co Limited would be able to continue to consolidate Synlait

into its group financial statements (that are prepared under China GAAP). At the time, Bright Dairy agreed with Synlait that

for so long as Bright Dairy continued to hold between the Initial Percentage (being 39.119%) and 50% (inclusive) of the shares

in Synlait in each case calculated in accordance with clause 22.5 of the Constitution (so as to exclude shares issued under

employee share schemes or director remuneration), the following governance arrangements will apply to Synlait.

The Board comprises eight directors, made up of the following:

• Four directors appointed by Bright Dairy (the Bright Dairy Directors):

• None of whom (i) are required to retire from rotation under the NZX Listing Rules, or (ii) are subject to removal by

ordinary resolution of shareholders;

• One of whom must be an ordinary resident in New Zealand and be a director of such standing and with such

commercial and governance experience in New Zealand as is appropriate for a director of a NZX listed company –

the Hon. Ruth Richardson filled this role prior to her retirement on 4 June 2024. She was replaced by Leon Fung who

now fills this role. Leon has over 20 years’ experience in multi-national companies in the dairy and food segment; and

• All of whom are required to have appropriate skills and experience to ensure that Synlait has a suitable mix of

skills and experience on the Board.

• Three directors who are not appointed by Bright Dairy and who must be Independent Directors; and

• The NZX Listing Rules prevent the imposing of conditions on who may be appointed as a Director, except as

specifically contemplated by the Rules. A waiver has been granted so that Synlait is permitted to require that persons

who may be appointed to the three non-Bright Dairy Director positions must be independent.

These waivers are subject to the conditions that:

• Bright Dairy continues to hold no less than 39.119% of Synlait’s shares, calculated in accordance with Synlait’s

Constitution.

• The Governance Arrangements are contained in Synlait’s Constitution and will cease to apply when Bright Dairy

ceases to own between 39.119% and 50% (inclusive) of the shares in Synlait, calculated in accordance with Synlait’s

Constitution.

• Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these

waivers is made in any offer document, and in every annual report while these waivers are being relied on.

• Synlait continues to bear a non-standard designation to notify the market of its unique governance arrangements.

• The quorum for a Board meeting must include two Independent Directors, and Synlait must have three Independent

Directors (compared to the two Independent Directors required by the NZX Listing Rules). Synlait may temporarily

have two Independent Directors where the number of Independent Directors reduces from three Independent

Directors to two Independent Directors pending the appointment of a third Independent Director in accordance with

the requirements of Synlait’s Constitution.

• One Managing Director, or, if a Managing Director is not appointed, a Board Appointed Director, who will be appointed

by the Board. The current Managing Director or Board Appointed Director, and any Director proposed to fill that role,

cannot vote on the appointment or replacement of the Managing Director or Board Appointed Director (as applicable).

Consequently, Bright Dairy controls the composition of the majority of the Board as it has four out of seven votes on

this appointment. Synlait does not currently have a Managing Director or Board Appointed Director (together, these

are the Governance Arrangements).

A summary of the waivers permitting these Governance Arrangements is set out below:

• The NZX Listing Rules allow Bright Dairy to appoint representatives to the Board so long as the proportion of the

Board made up by their representatives is not greater than the proportion of the total shares in Synlait that they own.

A waiver was required to permit Bright Dairy to appoint four Directors, or 50% of the Board, as Bright Dairy owns less

than 50% of the shares in Synlait.

• The NZX Listing Rules prevent Directors from appointing alternates to act for in their place if they cannot attend Board

meetings unless a majority of their co-Directors agree. A waiver has been granted to permit Synlait’s Constitution to:

• Allow a Bright Dairy Director to appoint another Bright Dairy Director to exercise their voting rights at a Board

meeting they are unable to attend; and

• Prohibit the non-Bright Dairy Directors from appointing alternate Directors. Synlait considers that it is important

that Directors are encouraged to attend all meetings.

• The NZX Listing Rules require that Synlait’s constitution permit a Director to vote on a decision in which they are

interested, where that matter is one in respect of which Directors are required by the Companies Act 1993 to sign a

certificate or relates to an indemnity contemplated by section 162 of the Companies Act. A waiver has been granted

to allow Synlait’s Constitution to prohibit the Managing Director (if it has one, which it doesn’t currently) from voting or

being part of the quorum on matters relating to his/her remuneration under any circumstances.

• As soon as Bright Dairy holds less than 39.119% of the shares in Synlait, Synlait complies with the provisions in its

Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy

Directors on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy.

• Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that

threshold, irrespective of whether they have been the longest in office.

ANNUAL REPORT 2024

13. NZX WAIVERS (CONTINUED)
PAGE 43 & 44

These waivers permitting the Governance Arrangements will cease to apply upon completion of the placement of shares

by Synlait to Bright Dairy Holding Limited as approved at the special shareholders’ meeting held on 18 September 2024.

This is placement is expected to complete 1 October 2024. From that point Synlait’s Constitution will revert to governance

arrangements in accordance with the Companies Act 1993 and the NZX Listing Rules. Special constitutional rights for Bright

Dairy will cease to apply. For further information, refer to Synlait’s notice of meeting issued on 20 August 2024.

Major transactions

On 29 May 2024 Synlait was granted waivers by NZX RegCo from NZX Listing Rule 5.1.1(b), to the extent required to allow

Synlait to enter into certain “Relevant Contracts” during a period from 12-months from the date of the waiver and perform

the Relevant Contracts without needing to obtain shareholder approval (“Major Transaction Waiver”). A condition of the

Major Transaction Waiver was that it and its conditions and implications was disclosed in our Annual Report for the financial

year ended 31 July 2024.

The Major Transaction Waiver provides a waiver from NZX Listing Rules 5.1.1(b) as set out below (with the conditions):

Waiver from Rule 5.1.1(b) to the extent required to allow Synlait to enter into Relevant Contracts during a period from

12-months from the date of the Major Transaction Waiver and perform the Relevant Contracts without needing to obtain

shareholder approval by ordinary resolution.

Conditions: The Major Transaction Waiver is subject to the conditions that:

• Synlait’s Non-Interested Directors certify to NZX that the granting of the waiver is in the best interest of each of (i)

Synlait, and (ii) Synlait’s shareholders as a whole;

• Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts will (i) not significantly change the nature

of Synlait’s business, and (ii) be in the ordinary course of Synlait’s business;

• Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts are in the best interest of each of (i)

Synlait, and (ii) Synlait’s shareholders as a whole;

• Synlait’s Non-Interested Directors include in the certificate a summary of the core grounds for the certifications given

under each limb of the three conditions described above;

• Synlait’s Non-Interested Directors certify to NZX that entry into and performance of one or more Relevant Contracts is

not, and will not be, a major transaction requiring shareholder approval of Synlait’s shareholders for the purposes of

the Companies Act 1993; and

• the waiver and its conditions and implications are disclosed in Synlait’s annual report for the financial year ending 31

July 2024.

Implications: The Major Transaction Waiver notes that the policy behind NZX Listing Rule 5.1.1(b) is to regulate those

transactions which have a value that represents a majority of the equity that investors hold in the issuer and, as a result,

are deemed to be so significant to the issuer, and therefore so likely to impact shareholders’ interests, that shareholders

should have an opportunity to consider the transaction and exercise their right to vote before the transaction can take

effect. Major transactions significantly change the nature of an Issuer’s business or represent a majority of the equity

that investors hold in the Issuer, and are therefore significant. The Major Transaction Waiver was sought because the

application of NZX Listing Rule 5.1.1(b) in respect of entry into and performance of the Relevant Contracts would otherwise

impose an unreasonable and disproportionate restriction on Synlait’s ability to enter into long term and multi-year

arrangements where it would receive payment or pay for procurement undertaking business as usual activities. This was

primarily due to Synlait’s share price falling to the point where business as usual activities would otherwise be subject to

the need for shareholder approval. The Major Transaction Waiver allows Synlait to enter into Relevant Contracts without

the need for shareholder approval, meaning a shareholder meeting will not need to be called and shareholders will not

have the opportunity to vote on whether Relevant Contracts are entered into by Synlait.

Relevant Contracts are contracts entered into and performed by Synlait or any of its subsidiaries as part of business as

usual transactions and which are principally:

• for the purchase and payment for dairy products or non-dairy nutritional products;

• for the purchase and payment for products, raw materials or services involved in the manufacture and sale of dairy

products and non-dairy nutritional products; or

• with a customer for the supply by a Synlait group member of dairy products or non-dairy nutritional products derived

from, or manufactured using, dairy products or non-dairy nutritional products or raw materials supplied to a Synlait

group member,

to the extent that such Relevant Contract:

• is entered into in the 12-month period after the date of the waiver;

• has a Gross Value of more than 50% of Synlait’s Average Market Capitalisation;

• and is a transaction or series of related transactions falling within, or in connection with, the transactions described above.

The full board of Synlait, being all non-interested directors in respect of the Major Transaction Waiver, has certified to NZ

RegCo that:

• the granting of the waiver is in the best interest of each of Synlait and Synlait’s shareholders as a whole;

• the Relevant Contracts will not significantly change the nature of Synlait’s business and will be in the ordinary course

of Synlait’s business;

• the Relevant Contracts are in the best interest of each of Synlait and Synlait’s shareholders as a whole; and

• the entry into and performance of one or more Relevant Contracts is not, and will not be, a major transaction requiring

shareholder approval of Synlait’s shareholders for the purposes of the Companies Act 1993.

A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the investor centre of

Synlait’s website. They are also available at nzx.com and asx.com.au under the ticker code “SML” and “SM1”, respectively).

ANNUAL REPORT 2024

Synlait’s statement on the extent to which Synlait has followed the recommendation in the NZX Code during the year to 31
July 2024 can be found at: synlait.com/investors/corporate-governance

Synlait’s operating subsidiaries operate largely independently from Synlait. Synlait does not require them to comply with

the recommendations in the NZX Code.

14. NZX CORPORATE GOVERNANCE CODE

This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to the CEO) as at 31

July 2024. The prior year’s comparison is in brackets.

15. GENDER COMPOSITION

Group FemaleMale Total

Board 1 (2)6 (6)7 (8)

Officer 2 (3)5 (8) 7 (11)

Total31114

Synlait’s Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate

strategies and measurable objectives. We aim to achieve three main goals:

• Workforce diversity – employ, develop and retain more women and Māori.

• Diversity through leadership – empower and equip our people leaders to recruit, develop and retain a diverse and

competent workforce.

• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their

potential, and thereby increase employee retention.

To help us meet these goals we have our Mātua (Parental Leave) Policy and our Tāwariwari (Flexible Working) Policy, and

report to the Board on candidate diversity. Our success will be measured against the following as at the end of 2024. The

prior year’s comparison is in brackets.

16. PERFORMANCE AGAINST DIVERSITY POLICY

MeasureProgress at as 31 July 2024

Reduction of the gender pay gap to ≤ 5%11% (13%)

40-50% of leadership positions (people leaders, supervisors, specialist roles and

senior leadership) held by women

43% (40%)

No regretted losses of high potential female employees4 (4)

PAGE 45 & 46

17. BOARD SKILLS MATRIX

Number of Directors

(Total 7)

Level of capability

Capability DescriptionHighMedium

Consumer ProductsExperience as a senior executive in, or as a professional advisor

to, consumer products businesses, including sales and marketing,

product innovation and supply chain.

Data and TechnologyExperience in the implementation of digital transformation or

new digital product development, including digital marketing and

commerce and leveraging data and technology in a consumer

products business.

Financial AcumenUnderstanding of financial statements and reporting, key

drivers of financial performance, corporate finance and internal

controls.

Food and Manufacturing

Safety and Quality

Technical or managerial experience relating to food, food product

development and development and/or implementation and

management of safe practices for the sourcing, production, transport

and distribution of foods.

GovernanceExperience in and commitment to the highest standards of corporate

governance, including as a non-executive director of a listed

company, large or complex organisation or government body, or

through former C-suite executive experience in a large organisation.

International Business

Experience

Experience as a senior executive in, or as a profession adviser to,

international businesses and exposure to global markets and a range

of different political, regulatory and business environments.

LeadershipExperience in a senior management position in a listed company,

large or complex organisation or government body, including

experience in leading strategy development and execution.

Health and SafetyExperience in development of health, safety and wellbeing

frameworks and risk-management tools at large organisations, or

experience in health & safety leadership positions.

People and CultureLeadership experience in the oversight, development and

implementation of people and culture programmes at large

organisations, people management, development and succession

planning, setting remuneration frameworks and promoting diversity

and inclusion.

Risk ManagementExperience in identification, assessment, monitoring and

management of material financial and non-financial risks and

understanding, implementation and overside of risk management

frameworks and controls.

StrategyExperience in strategic oversight, including the development and

implementation of strategic plans for organisations of similar scale

and complexity.

SustainabilityKnowledge, understanding or experience in sustainable practices to

manage the impact of business operations on the environment and

community and the impact of climate change on business operations.

Industry Involvement

and Advocacy

Experience in being a leading voice within the food or consumer

goods industry.

ANNUAL REPORT 2024

Tanker bay at Synlait Dunsandel
ANNUAL REPORT 2024PAGE 47 & 48

FINANCE REVIEW
Below is a detailed summary of Synlait’s financial result for

the 12 months ended 31 July 2024. In this finance review

Synlait’s performance is detailed under our four business

units which are:

Bulk milk powder and other bulk products sold to

manufacturers who use them in a range of applications.

INGREDIENTS

Formulated powders in bulk or consumer-ready format and

specialty nutritional ingredients that Synlait customers sell to

consumers.

ADVANCED NUTRITION

A range of fresh milk, cream and cheese products produced

and sold under the Dairyworks, Rolling Meadow and Alpine

brands.

CONSUMER

Functional UHT cream is sold to customers who turn it into

finished products for out-of-home consumption at bakeries,

cafés, beverage chains etc.

FOODSERVICE

ANNUAL REPORT 2024PAGE 49 & 50

IngredientsAdvanced
Nutrition

ConsumerFoodserviceTotal

FY24

Sales Volume (MT)120,714 34,316 61,524 4,686 221,240

Gross Profit ($ millions)(13.5) 67.5 30.6 (5.4) 79.2

Gross Profit/MT(112)1,968 497 (1,158) 358

FY23**

Sales Volume (MT)108,856 31,971 56,999 757 198,583

Gross Profit ($ millions)26.4 80.8 27.6 (4.3) 130.5

Gross Profit/MT243 2,523 483 (5,665) 656

% Change

Sales Volume (MT)11%7%8%519%11%

Gross Profit ($ millions)(151%)(16%)11%26%(39%)

Gross Profit/MT(146%)(22%)3%80%(46%)

Gross profit by business unit*

FINANCIAL PERFORMANCE

Sales and gross profit performance

Total revenues of $1,637 million were up $33 million or 2% driven by higher sales volumes. This was partially offset by lower

overall commodity prices, unfavourable market pricing and adverse FX conditions. Total sales volumes of 221,240 MT were

11% higher than FY23 due to the commissioning of recent upgrades at Synlait’s North Island operations, higher ingredients

production enabled by lower production of Advanced Nutrition base powders, significant traction gained in the UHT cream

market, and strong execution by Dairyworks on its export strategy. Accordingly, net production was up 6% to 213,603 MT.

Impairment of assets

During the year, we recorded a total impairment charge of $114.6m against our long-term assets primarily because of

continued underutilisation of our North Island assets and a more conservative view of the rate at which we will onboard new

demand. Refer to note 1 of the financial statements for further information on the impairment.

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

** To improve comparability of financial information, FY23 and FY24 amounts have been adjusted to be presented as if the change in

product costing methodology had been applied retrospectively.

Ingredients

Ingredients sales volumes returned to normal after ERP plant reliability challenges in FY23, increasing by 11% to 120,714

MT. Revenue, however, was down 4% to $634 million, impacted by lower and relative commodity prices which was partially

offset by a higher USD/NZD spot and hedge rates on higher sales volumes. Gross margin per MT was down 146% to ($112/

MT) due to a reduced lead bucket advantage, highly unfavourable FX performance, and the impact of lagged contracts.

Net production was up 12% to 120,643 MT due to a 3% increase in the volume of milk processed and lower Advanced

Nutrition base powder production, which provided higher capacity for ingredient powder production.

Consumer Foods

Sales volumes increased 8% to 61,524 MT, with revenues up 2% to $337 million due to strong execution by Dairyworks

on its export strategy while adjusting to consumer needs in the challenging NZ market. Gross margin on a per MT

basis, increased by only 3% to $497/MT primarily due to the impact of lag pricing on the fresh milk and cream business.

Production volumes were up 4,270 MT to 58,023 MT because of Dairyworks’ higher export sales and slightly higher

demand for fresh milk and cream.

Foodservice (UHT cream)

Sales volumes and revenues were up over 500% to 4,686 MT or $24 million, thanks to strong traction in the China market

and initial sales into South East Asia. Disappointingly, gross profit per MT improved but was still negative at ($1,158/MT) as a

consequence of production teething issues early in the season, higher than anticipated product write-offs during initial production

runs, and unfavourable fat pricing. Production volumes were up in response to demand, with a 192% increase to 4,421 MT.

Milk price and milk supply

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

Our final base milk price for the 2023/24 season is $7.83 per kgMS, compared to the 2022/23 base milk price of $8.22 per

kgMS. We paid an additional $0.28 per kgMS in incentive and premium payments through a2, Lead With Pride™, and winter

milk payments, increasing the average total milk price to $8.11 per kgMS, compared with $8.49 per kgMS in 2022/23.

Our contracted suppliers received a total of $24.0 million in additional value-added premiums in the 2023/24 season,

compared to $22.9 million in 2022/23.

We received 84.5 million kgMS from our contracted suppliers, 0.6 million kgMS more than FY23. Despite having five fewer farms

in the South Island and four fewer in the North Island, the increase in the milk pool is due to more favourable climate conditions

impacting positive yields. Improved plant reliability resulted in less net milk sold: FY24 5.9 million kgMS, FY23: 7.9 million kgMS.

Overall, net milk processed increased by 3%, or 2.6 million kgMS, in FY24 to 78.6 million kgMS (FY23: 76.0 million kgMS).

The base milk price in 2023/24 was $7.83/kgMS, down from $8.22/kgMS in 2022/23. Driving the decline was the 8% drop

in reference commodity prices, partially offset by a lower hedged FX rate. The 2023/24 season began with a negative

tone. In August 2023, Whole Milk Prices (WMP) prices plunged to their lowest level in seven years due to a sharp decline

in Chinese demand. While low Chinese demand for dairy imports was a constant theme through the season, global milk

production contracted in response to tight profit margins on-farm, and as a result, commodity prices improved through the

2023/24 season. Shortages and strong demand for cream commodities saw AMF and butter prices increase steadily and

break all-time highs late in FY24.

Advanced Nutrition

Advanced Nutrition sales volumes were up 7% to 34,316 MT, and revenues were up 11% to $488 million, driven by the

commissioning of recent upgrades at our North Island facilities. Advanced Nutrition gross profit per MT decreased 22% to

$1,968/MT due to softer lactoferrin pricing, lower production of base powders driving lower recoveries of manufacturing

overhead costs, and continued high levels of inventory write-downs as we continue to bed in new systems and processes.

Net production was down 22% to 30,516 MT due to FY23 seeing a stockbuild in advance of gaining approval for the SAMR

registration, rebalancing base powder inventories, and focusing on improving working capital management.

ANNUAL REPORT 2024PAGE 51 & 52

FINANCIAL PERFORMANCE (CONTINUED)
Operating expenditure

Selling, general, and administrative (SG&A) expenses, including Dairyworks, increased by $4.7 million to $134.0 million.

Drivers of the increase were supply chain disruptions, employee and contractor costs, and higher costs at Dairyworks,

partially offset by cost savings in other areas.

During FY24, supply chain disruptions occurred which increased distribution expenses and associated costs. Increases

in employee and contractor costs were driven by inflationary wage increases to support higher North Island production

and Dairyworks was impacted by an across-the-board increase in costs and costs associated with the progression of their

export strategy. Cost savings in consultancy, legal and transaction costs relate to the one-off costs associated with the ERP

implementation in FY23; however, overall consultancy costs were still high due to a customer related dispute and Synlait’s

recapitalisation activities.

Net financing costs

Net financing costs increased $16.7 million or 44% to $55.0 million, primarily due to a significant increase in wholesale

interest rates and high debt levels.

Capitalised interest is $6.4 million lower than the prior year after the completion of the Pōkeno facility upgrades. The loss

on derecognition of financial assets, and the financing cost associated with our receivables financing programme also

increased due to an increase in wholesale interest rates. Further, interest on lease liabilities increased $1.7 million due to a

new warehouse lease in Auckland.

$ million (including Dairyworks)FY24FY23

(Loss) / profit before tax(237.8) (7.3)

Add back: net financing costs 55.0 38.3

EBIT(182.7) 31.0

Add back: depreciation and impairment 178.6 59.7

EBITDA(4.1) 90.7

$ millionFY24FY23Change

Gross term debt interest*(24.1) (19.1) (5.0)

Less capitalised interest 0.2 6.6 (6.4)

Net term funding interest(23.9) (12.5) (11.4)

Working capital and revolving credit interest(19.8) (17.1) (2.7)

Interest received 0.6 0.3 0.3

Loss on derecognition of financial assets(7.9) (6.7) (1.2)

Net short-term funding interest(27.1) (23.5) (3.6)

Interest on lease liabilities(4.0) (2.3) (1.7)

Net finance costs(55.0)(38.3)(16.7)

EBITDA

Earnings before interest, tax, depreciation, and amortisation (EBITDA) decreased $94.8 million to ($4.1 million).

* Gross term debt interest includes revolving credit facilities and retail bond, with some of which are classified as current debt in the

financial statements.

Foreign exchange

Management of foreign exchange exposure is one of Synlait’s key risks. Many product sales are to overseas markets,

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

Zealand Dollar (NZD)/USD exchange rate for the year. In FY24, we achieved a net annual average NZD/USD export

exchange rate of 0.6268 (FY23: 0.6446).

Earnings per share and return on capital employed

Our reported basic and diluted earnings per share (EPS) were both (83.31) cents, against both basic EPS and diluted EPS of

(1.96) cents in FY23. The dilutive shares are contingently issuable shares in accordance with the Employee Share Scheme.

Synlait generated a pre-tax loss on average capital employed of (15.5%) in FY24 compared with a 2.7% return in FY23.

ANNUAL REPORT 2024PAGE 53 & 54

FINANCIAL POSITION
We also incurred a significant cost of $30.1 million in relation to inventory write-downs and provisions for manufacturing

and quality issues – a disappointing result for FY24. We consider this level of write-downs to be unacceptable and are fully

committed to reducing these costs in FY25.

FY24FY23

$ millionMT$ millionMT

Synlait Milk Limited163.125,567 250.3 36,026

Dairyworks Limited 46.6 5,489 52.2 6,705

Total209.731,056 302.5 42,731

Overview

Net debt increased $138.1 million, because of poor trading performance and working capital movements resulting in

negative operating cashflows, as well as higher interest costs due to high debt levels and related interest rates.

Our reported net profit after tax loss of ($182.1 million) has decreased total retained earnings to $145.7 million from $327.8

million. Total shareholders’ equity decreased ($185.6 million) to $604.8 million due to the loss for the year and adverse

movement in the hedging reserves.

We will complete the refinance of our banking facilities on 1 October 2024 and welcome three new banks into the

syndicate. The refinance gives Synlait access to a broader range of services and optimised pricing to minimise financing

costs. We appreciate the continued support of our banking syndicate.

Working capital

At $144.9 million, trade and other receivables increased by $62.0 million. The increase was driven by the reclassification

of $9.8 million of receivables classified as held for sale in the prior year, fewer assigned receivables, amounts in relation to

The a2 Milk Company settlement (which will be received on 1 October 2024), and general timing differences in recognition

of revenue and receipts of customer payments. During the year, Rabobank replaced BNZ in our receivables assignment

program following BNZ’s exit from the banking syndicate in October 2023. Trade and other payables at $257.9 million were

down $23.1 million, driven primarily by reduced capital expenditure, changes in product mix, and timing differences which

have been offset by the reclassification of $42.7 million from held for sale liabilities.

Total inventory holdings decreased 16% to $209.7 million driven by a $59.5 million (4,474 MT) decrease in work in

progress inventories due to a rebalancing of infant base powder inventories and an increased focus on working capital

management, partially offset by the reclassification of inventories of $52.2 million that had been classified as held for sale

in the prior year. The recent change in product costing methodology had a significant impact on the value of Advanced

Nutrition base powders on hand due to less overhead costs being attributed to each metric tonne of production. The

change has resulted in a $17.1 million adverse impact to FY24 gross profit. Refer to the “Material events and other

significant items” section of the notes to the financial statements for further information.

Property, plant and equipment

Property, plant, and equipment, at $908.4 million, is down $84.6 million. The decrease is a consequence of total capital

expenditure of $29.8 million, depreciation of $47.6 million, impairment of $92.0 million, net disposals of $0.1 million, and

$24.3 million transferred from held-for-sale assets. The capital expenditure of $29.8 million primarily relates to routine

operational CAPEX and the commissioning of the flexible packaging line at our Pokeno site.

Equity placement

On 18 September 2024, Synlait held a special shareholders’ meeting to gain approval for an equity placement of

384,616,437 shares to Bright Dairy Holding Limited and The a2 Milk Company for total proceeds of $217.8 million. As a

result of the placement, Bright Dairy’s shareholding in the company will increase to 65.25%, with The a2 Milk Company

to retain its 19.83% shareholding. The proceeds will be used to repay debt which falls due on 1 October 2024, ensure

sufficient cash is available to repay the Group’s subordinated bond, which may be repaid early if bondholders elect to do

so. The placement will also have the beneficial impact of significantly reducing interest costs in FY25.

Operating cash flows and total net debt

Operating cash flows were at ($47.2 million), down $86.2 million from the prior year. The decrease in cash flow is attributed

to a decline in profitability year-on-year and working capital balance movements due to timing differences. Total net debt

(excluding lease liabilities) at year-end, including current and term debt facilities less cash on hand, was $551.6 million, an

increase of $138.1 million.

Cash outflow from investing activities totalled $29.6 million, a decrease of $32.3 million. The reduction in spending directly

correlates to the reduced spending on capital projects as final upgrades to Pokeno were completed at the beginning of

FY24 and the implementation of the ERP system having occurred in FY23. Interest paid and repayment of lease liabilities

totalled $60.4 million, up $12.6 million on prior year due to higher interest rates and debt levels held throughout the year.

$ millionFY24FY23

Current debt 369.7 243.7

Term debt (carrying amount) 191.3 179.0

Transaction costs 0.9 1.1

Cash on hand(10.3) (10.3)

Total net debt (excluding lease liabilities) 551.6 413.5

ANNUAL REPORT 2024PAGE 55 & 56

FINANCIAL POSITION (CONTINUED)
Derivatives

At 31 July 2024 the Group held USD $527.7 million (net) in foreign exchange contracts as detailed in note 20 of the

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

Additionally, the Group held AUD $10.8 million in export contracts.

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

associated with these contracts at year-end of $6.3 million after tax, a movement of ($2.9 million) after tax. As our foreign

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

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

periods in which they mature, forming part of our annual average NZD/USD exchange rate in those periods.

We also have in place a nominal balance of $50.0 million of interest rate swap agreements at year-end (FY23: $30.0

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

after tax, a negative movement of ($1.0 million) after tax on FY23.

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

prices. However, we had no dairy commodity derivatives on hand at balance date (FY23: nil).

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

there was a ($3.9 million) movement in the reserve, with a closing balance of ($2.9 million) in FY23 to ($6.8 million) in FY24.

Funding facilities and covenants

The Group has largely completed the refinancing of its syndicated banking facilities, introducing three new banks into the

syndicate. The refinance will be fully executed upon completion of the equity placement and settlement of the existing

disputes subject to arbitration with The a2 Milk Company. The new funding arrangements are summarised as follows:

1. A working capital facility peaking at $160 million, together with a $10 million on-demand bilateral facility.

2. A revolving credit facilities of $205 million.

3. A term loan facility of $75 million.

All facilities, other than the on-demand bilateral facility, are seasonally adjusted with step-downs and step-ups over the

course of the facilities. The new facilities, other than the on-demand bilateral facility, mature 12 months from the closing

date of the refinancing (expected to be 1 October 2024).

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

Bank, HSBC, Industrial and Commercial Bank of China, Kiwibank and Rabobank.

Synlait has four key bank covenants in place within our new syndicated bank facility agreement. For FY25, these are:

1. Total shareholder funds of no less than NZD $500.0 million at all times.

2. Working capital ratio of no less than 1.2x at all times for the period from 1 August 2024 to 31 March 2025 and no less

than 1.5x at all times from 1 April 2025 to 31 July 2025.

3. Interest coverage ratio of no less than 2.5x.

4. Senior leverage ratio of no greater than 2.5x.

Shareholder loan

During the period, Synlait obtained a $130 million shareholder loan from its largest shareholder, Bright Dairy. The loan was

advanced to ensure that Synlait would meet a mandatory debt prepayment obligation of $130 million which fell due on 15

July 2024.

Retail bond

Synlait currently has $180 million of five-year unsecured subordinated fixed rate bonds which were listed on the NZX Debt

Market in December 2019, and mature on 17 December 2024.

Repayment is scheduled to occur on 17 December 2024, however, may occur earlier if bondholders elect to exercise their

right for early repayment upon change of control as a result of the equity placement.

ANNUAL REPORT 2024PAGE 57 & 58

FINANCIAL AND PERFORMANCE METRICS MILK PRICE
2019/202020/212021/222022/232023/24

kgMS collected76,550,913 86,812,62482,865,662 83,996,987 84,500,593

Average fat %14.904.904.93 4.98 5.06

Average protein %3.983.973.98 4.00 4.05

Average lactose %4.994.984.97 4.95 4.96

Volume of components collected (kg)

Fat 42,252,084 47,954,51545,849,217 46,548,849 46,913,618

Protein34,298,829 38,858,10937,016,444 37,448,139 37,586,975

Lactose42,977,611 48,760,98546,179,993 46,348,501 46,009,015

Component value ($/kg)1

Fat $8.44$8.73$9.43 $7.27 $7.06

Protein$4.20$5.02$7.31 $8.30 $7.30

Lactose$1.67$1.68$2.32 $1.87 $2.20

Component value ratio

Fat 111 1 1

Protein0.4970.5750.775 1.142 1.035

Lactose0.1980.1930.246 0.257 0.312

Total paid per component ($’000)

Fat $356,689$418,541$432,333 $338,487 $330,999

Protein$143,911$194,875$270,615 $310,926 $274,495

Lactose$71,819$82,137$107,204 $86,698 $101,273

Volume charge($32,747)($40,118)($39,501)($45,656) ($45,550)

Average base milk price ($/kgMS)²$7.05$7.55$9.30$8.22$7.83

Total incentive payment ($’000)$19,250$23,518$23,802 $22,929 $24,029

Average incentive payment ($/kgMS)³$0.25$0.27$0.29 $0.27$0.28

Total average Synlait payment ($/kgMS)⁴$7.30$7.82$9.59$8.49$8.11

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

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

The 2023/24 milk price has not fully been paid out at the time of annual report release, figures represent what has been

paid and is accrued to be paid.

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

This information represents payments made in the milk season which runs 1 June to 31 May as opposed to Synlait’s financial year.

For the recently completed 2023/2024 milk season we paid out an average base milk price of $7.83 per kgMS with an

average additional incentive payment of $0.28 per kgMS.

Key Financial Metrics

1

Currency as stated (in millions)FY20FY21FY22FY23FY24

Income statement

Revenue 1,302.0 1,367.3 1,660.6 1,603.6 1,636.9

Gross profit 203.7 67.3 146.8 144.0 56.0

EBITDA

2

169.6 37.3 131.5 90.7 (4.1)

EBIT

2

122.0 (17.7) 65.1 31.0 (182.7)

NPAT 74.3 (28.5) 38.5 (4.3)(182.1)

Revenue (USD per MT) 4,435 4,162 4,951 5,205 4,637

Gross profit per MT (NZD) 1,043 308 650 725 253

EBIT per MT sold (NZD) 625 (81) 288 156 (823)

Net cash from / (used in) operating activities 103.8 15.9 232.9 39.0 (47.2)

Balance sheet

Capital employed1,128.2 1,244.0 1,090.3 1,203.9 1,156.4

Net operating assets

3

1,040.5 1,152.3 995.2 1,205.3 1,125.2

Return on net operating assets14.6%(1.6%)6.1%2.8%(15.7%)

Net return on capital employed (pre-tax)12.5%(1.5%)5.6%2.7%(15.5%)

Debt / debt + equity (excl. derivatives)47.2%38.7%30.0%34.3%47.5%

Net debt / EBITDA

5

3.1 12.9 2.6 4.6 (132.9)

Earnings per share 41.45 (13.77) 17.62 (1.96)(83.31)

Average FX conversion rate (NZD:USD) 0.6651 0.6659 0.6732 0.6446 0.6268

Base milk price 7.05 7.55 9.30 8.22 7.83

Total milk price (kgMs)

4

7.30 7.82 9.59 8.49 8.11

Key operational metrics

Sales (MT)

Ingredients 97,561 125,914 132,481 108,856 120,714

Nutritionals 52,871 34,362 33,506 31,971 34,316

Consumer 44,818 58,483 59,786 56,999 61,524

Foodservice - - - 757 4,686

Total sales (MT) 195,250 218,759 225,773 198,583 221,240

Production (net production) (MT)

Ingredients 94,188 138,971 122,330 108,010 120,643

Nutritionals 63,857 20,990 31,016 39,159 30,516

Consumer foods 44,744 55,088 52,894 53,753 58,023

Foodservice - UHT - - - 1,514 4,421

Total production (MT) 202,788 215,049 206,240 202,436 213,603

Milk purchases ('000 kg MS)

Milk purchased from contracted supply 76,551 86,814 82,978 83,929 84,499

Milk purchased from other suppliers(6,079)(4,077)(4,044)(7,922)(5,919)

Total milk purchases ('000 kg MS) 70,472 82,737 78,934 76,007 78,580

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

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

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

EBITDA is provided in the Finance Review on page 53.

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

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

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

⁵ Net debt calculation excludes lease liabilities.

¹ Rounded to two decimal places.

2

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

3

Includes incentives and winter milk premiums.

4

Base milk price + average incentive payment.

ANNUAL REPORT 2024PAGE 59 & 60

ANNUAL REPORT 2024
SSyynnllaaiitt MMiillkk LLiimmiitteedd

FFiinnaanncciiaall SSttaatteemmeennttss

ffoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

SSyynnllaaiitt MMiillkk LLiimmiitteedd

CCoonntteennttss

Page

Directors' responsibility statement63

Financial statements

Income statement64

Statement of comprehensive income65

Statement of changes in equity66

Statement of financial position67

Statement of cash flows68

Notes to the Financial Statements69

Performance75

1 Impairment of assets76

2 Discontinued operation79

3 Revenue recognition 80

4 Segment reporting81

5 Expenses83

6 Reconciliation of loss after income tax to net cash outflow from operating activities84

Working capital85

7 Trade and other receivables86

8 Inventories88

9 Trade and other payables90

Long term assets91

10 Property, plant and equipment92

11 Biological assets94

12 Intangible assets95

13 Leases97

Debt and equity100

14 Finance income and expenses101

15 Loans and borrowings102

16 Other non-current liabilities104

17 Share capital104

18 Share based payments105

19 Reserves and retained earnings106

Financial risk management108

20 Financial risk management109

21 Financial instruments115

Other119

22 Income tax120

23 Other investments123

24 Related party transactions123

25 Contingencies126

26 Commitments126

27 Events occurring after the reporting period126

28 Other accounting policies 126

Auditor's report127

62

CONTENTS

PAGE 61 & 62

DIRECTORS’ RESPONSIBILITY STATEMENTINCOME STATEMENT
For the year ended 31 July 2024

ANNUAL REPORT 2024PAGE 63 & 64

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

SSyynnllaaiitt MMiillkk LLiimmiitteedd

DDiirreeccttoorrss'' ddeeccllaarraattiioonn

3311 JJuullyy 22002244

DDiirreeccttoorrss'' rreessppoonnssiibbiilliittyy ssttaatteemmeenntt

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

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

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

Limited (together "the Group") as set out on pages 64-126 for the year ended 31 July 2024.

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

at 31 July 2024 and the financial performance and cash flows for the year ended on that date.

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

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

reporting and accounting standards have been followed.

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

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

Markets Conduct Act 2013.

For and on behalf of the Board.

George AdamsPaul Washer

ChairIndependent Director

30 September 202430 September 2024

63

SSyynnllaaiitt MMiillkk LLiimmiitteedd

IInnccoommee SSttaatteemmeenntt

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

IInnccoommee ssttaatteemmeenntt

For the year ended 31 July 2024

220022442023

Notes$$''000000$'000

Revenue311,,663366,,8855881,603,580

Cost of sales5

((11,,558800,,884444))(1,459,588)

GGrroossss pprrooffiitt

5566,,001144143,992

Other income399,,88228816,333

Sales and distribution expenses5((5588,,002255))(48,316)

Administrative and operating expenses5((7755,,998855))(74,195)

One-off ERP implementation costs5--(6,794)

Impairment of non-current assets1

((111144,,556644))-

((LLoossss)) // eeaarrnniinnggss bbeeffoorree nneett ffiinnaannccee ccoossttss aanndd iinnccoommee ttaaxx((118822,,773322))31,020

Finance expenses14((4477,,668899))(31,844)

Finance income14558855310

Loss on derecognition of financial assets14,7

((77,,991166))(6,743)

NNeett ffiinnaannccee ccoossttss

((5555,,002200))(38,277)

((LLoossss)) // pprrooffiitt bbeeffoorree iinnccoommee ttaaxx ffoorr tthhee yyeeaarr((223377,,775522))(7,257)

Income tax benefit / (expense)22

5555,,6644112,965

((LLoossss)) // pprrooffiitt aafftteerr ttaaxx ffoorr tthhee yyeeaarr

((118822,,111111))(4,292)

EEaarrnniinnggss ppeerr sshhaarree

Basic earnings per share (cents)17((8833..3311))(1.96)

Diluted earnings per share (cents)17((8833..3311))(1.96)

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

64

ANNUAL REPORT 2024
STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 July 2024

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 July 2024

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

SSyynnllaaiitt MMiillkk LLiimmiitteedd

SSttaatteemmeenntt ooff CCoommpprreehheennssiivvee IInnccoommee

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

SSttaatteemmeenntt ooff ccoommpprreehheennssiivvee iinnccoommee

For the year ended 31 July 2024

220022442023

Notes$$''000000$'000

(

(LLoossss)) // pprrooffiitt ffoorr tthhee ppeerriioodd((118822,,111111))(4,292)

IItteemmss tthhaatt mmaayy bbee rreeccllaassssiiffiieedd ssuubbsseeqquueennttllyy ttoo pprrooffiitt aanndd lloossss

Effective portion of changes in fair value of cash flow hedges20((55,,440011))64,405

Exchange differences on translation of foreign operations4400(19)

Income tax benefit / (expense) on other comprehensive income22

11,,551111(18,033)

Total items that may be reclassified subsequently to profit and loss

((33,,885500))46,353

OOtthheerr ccoommpprreehheennssiivvee iinnccoommee ffoorr tthhee yyeeaarr,, nneett ooff ttaaxx

((33,,885500))46,353

TToottaall ccoommpprreehheennssiivvee iinnccoommee ffoorr tthhee yyeeaarr

((118855,,996611))42,061

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

65

SSyynnllaaiitt MMiillkk LLiimmiitteedd

SSttaatteemmeenntt ooff CChhaannggeess iinn EEqquuiittyy

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

SSttaatteemmeenntt ooff cchhaannggeess iinn eeqquuiittyy

For the year ended 31 July 2024

GGrroouupp

SShhaarree

ccaappiittaall

EEmmppllooyyeeee

BBeenneeffiittss

RReesseerrvvee

HHeeddggiinngg

rreesseerrvveess

FFoorreeiiggnn

ccuurrrreennccyy

ttrraannssllaattiioonn

rreesseerrvvee

RReettaaiinneedd

eeaarrnniinnggss

TToottaall

eeqquuiittyy

Notes$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000

EEqquuiittyy aass aatt 11 AAuugguusstt 22002222

464,774

818(49,296)22332,078748,396

(

(LLoossss)) // pprrooffiitt ffoorr tthhee yyeeaarr----

(4,292)

(4,292)

OOtthheerr ccoommpprreehheennssiivvee iinnccoommee

Effective portion of changes in fair value

of cash flow hedges

20--64,405--64,405

Exchange differences on translation of

foreign operations

---(19)-(19)

Income tax on other comprehensive

income

20,22

-

-(18,033)--(18,033)

TToottaall ootthheerr ccoommpprreehheennssiivvee iinnccoommee

--46,372(19)-46,353

Employee benefits reserve17,18

-(83)---(83)

TToottaall ccoonnttrriibbuuttiioonnss bbyy aanndd

ddiissttrriibbuuttiioonnss ttoo oowwnneerrss

-(83)---(83)

EEqquuiittyy aass aatt 3311 JJuullyy 22002233

464,774735(2,924)3327,786790,374

EEqquuiittyy aass aatt 11 AAuugguusstt 22002233464,774735(2,924)3327,786790,374

((LLoossss)) // pprrooffiitt ffoorr tthhee yyeeaarr----(182,111)(182,111)

OOtthheerr ccoommpprreehheennssiivvee iinnccoommee

Effective portion of changes in fair value

of cash flow hedges

20--(5,401)--(5,401)

Exchange differences on translation of

foreign operations

---40-40

Income tax on other comprehensive

income

20,22

-

-1,511--1,511

TToottaall ootthheerr ccoommpprreehheennssiivvee iinnccoommee

--(3,890)40-(3,850)

Employee benefits reserve17,18

-385---385

TToottaall ccoonnttrriibbuuttiioonnss bbyy aanndd

ddiissttrriibbuuttiioonnss ttoo oowwnneerrss

-385---385

EEqquuiittyy aass aatt 3311 JJuullyy 22002244

464,7741,120(6,814)43145,675604,798

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

66

PAGE 65 & 66

ANNUAL REPORT 2024
STATEMENT OF FINANCIAL POSITION

As at 31 July 2024

STATEMENT OF CASH FLOWS

For the year ended 31 July 2024

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

SSyynnllaaiitt MMiillkk LLiimmiitteedd

SSttaatteemmeenntt ooff FFiinnaanncciiaall PPoossiittiioonn

AAss aatt 3311 JJuullyy 22002244

SSttaatteemmeenntt ooff ffiinnaanncciiaall ppoossiittiioonn

As at 31 July 2024

220022442023

Notes$$''000000$'000

AASSSSEETTSS

CCuurrrreenntt aasssseettss

Cash and cash equivalents1100,,2277339,290

Trade and other receivables7114444,,99222282,941

Intangible assets1255,,1144992,805

Goods and services tax refundable2299882,711

Prepayments2277,,7777559,879

Inventories8220099,,770022250,252

Derivative financial instruments20,2133,,33889916,339

Current tax asset55,,2233333,271

Assets classified as held for sale2

--177,881

TToottaall ccuurrrreenntt aasssseettss

440066,,774411555,369

NNoonn--ccuurrrreenntt aasssseettss

Property, plant and equipment10990088,,444433992,996

Biological assets1133,,5599773,906

Intangible assets127755,,88334477,747

Goodwill125588,,1166336,026

Other investments2311,,886600935

Derivative financial instruments20,2133996,427

Right-of-use assets13

3399,,33338842,204

TToottaall nnoonn--ccuurrrreenntt aasssseettss

11,,008877,,2277441,130,241

TToottaall aasssseettss

11,,449944,,0011551,685,610

LLIIAABBIILLIITTIIEESS

CCuurrrreenntt lliiaabbiilliittiieess

Trade and other payables9225577,,889966280,954

Loans and borrowings15336699,,770011243,727

Derivative financial instruments20,2188,,33885526,862

Lease liabilities1366,,3322775,200

Liabilities classified as held for sale2

--60,611

TToottaall ccuurrrreenntt lliiaabbiilliittiieess

664422,,330099617,354

NNoonn--ccuurrrreenntt lliiaabbiilliittiieess

Loans and borrowings15119911,,225555178,998

Deferred tax liabilities2211887754,685

Derivative financial instruments20,2144,,445533-

Lease liabilities134477,,77552241,693

Other non-current liabilities16

33,,2266112,506

TToottaall nnoonn--ccuurrrreenntt lliiaabbiilliittiieess

224466,,990088277,882

TToottaall lliiaabbiilliittiieess

888899,,221177895,236

NNeett aasssseettss

660044,,779988790,374

EEqquuiittyy

Share capital17446644,,777744464,774

Reserves19((55,,665511))(2,186)

Retained earnings19

114455,,667755327,786

660044,,779988790,374

TToottaall eeqquuiittyy aattttrriibbuuttaabbllee ttoo eeqquuiittyy hhoollddeerrss ooff tthhee GGrroouupp

660044,,779988790,374

TToottaall lliiaabbiilliittiieess aanndd eeqquuiittyy

11,,449944,,0011551,685,610

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

67

SSyynnllaaiitt MMiillkk LLiimmiitteedd

SSttaatteemmeenntt ooff CCaasshh FFlloowwss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

SSttaatteemmeenntt ooff ccaasshh fflloowwss

For the year ended 31 July 2024

220022442023

Notes$$''000000$'000

CCaasshh fflloowwss ffrroomm ooppeerraattiinngg aaccttiivviittiieess

Cash receipts from customers11,,557766,,4411111,608,110

Cash paid for milk purchased((778888,,443355))(720,926)

Cash paid to other creditors and employees((883333,,113322))(851,255)

Net movement in goods and services tax8866554,486

Income tax (refunds) / payments

((22,,990000))(1,378)

NNeett ccaasshh ((oouuttffllooww)) // iinnffllooww ffrroomm ooppeerraattiinngg aaccttiivviittiieess6

(

(4477,,119911))39,037

CCaasshh fflloowwss ffrroomm iinnvveessttiinngg aaccttiivviittiieess

Interest received558855311

Acquisition of property, plant and equipment((2288,,553399))(48,821)

Proceeds from sale of property, plant, and equipment775533584

Acquisition of intangible assets ((22,,336633))(16,074)

Proceeds from sale of New Zealand Units--3,072

Livestock trading885555(197)

Acquisition of interest in joint venture

((992255))(825)

NNeett ccaasshh oouuttffllooww ffrroomm iinnvveessttiinngg aaccttiivviittiieess

((2299,,663344))(61,950)

CCaasshh fflloowwss ffrroomm ffiinnaanncciinngg aaccttiivviittiieess

Receipt of shareholder loan15113300,,000000-

Receipt of borrowings3355,,66446615,777

Net movement in working capital facility((2277,,557722))51,589

Interest paid((5555,,338855))(44,306)

Repayment of lease liabilities

((55,,991166))(4,400)

NNeett ccaasshh iinnffllooww ffrroomm ffiinnaanncciinngg aaccttiivviittiieess

7766,,77773318,660

NNeett ddeeccrreeaassee iinn ccaasshh aanndd ccaasshh eeqquuiivvaalleennttss((5522))(4,253)

Cash and cash equivalents at the beginning of the financial year99,,22990014,493

Cash and cash equivalents reclassified from held for sale assets998811-

Effects of exchange rate changes on cash and cash equivalents554431

Cash included in assets held for sale

--(981)

CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss aatt eenndd ooff yyeeaarr

1100,,2277339,290

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

68

PAGE 67 & 68

ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

3311 JJuullyy 22002244

RReeppoorrttiinngg eennttiittyy

The consolidated financial statements ("financial statements") presented are those of the Group, including Synlait Milk

Limited and its subsidiaries Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard

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

Limited, and Synlait Milk (Dunsandel Farms) Limited.

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

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

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

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

comply with that Act.

BBaassiiss ooff pprreeppaarraattiioonn

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

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

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

with International Financial Reporting Standards (‘IFRS’).

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

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

been represented to include amounts previously relating to discontinued operations (refer to note 2 for further information).

The financial statements were authorised for issue by the Directors on 30 September 2024.

BBaassiiss ooff mmeeaassuurreemmeenntt

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

accounting policies.

FFuunnccttiioonnaall aanndd pprreesseennttaattiioonn ccuurrrreennccyy

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

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

which is the Company's functional currency and the Group's presentation currency, and are rounded to the nearest

thousand ($'000).

TTrraannssaaccttiioonnss aanndd bbaallaanncceess

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

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

functional currency at the exchange rate at that date.

UUssee ooff aaccccoouunnttiinngg eessttiimmaatteess aanndd jjuuddggeemmeennttss

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

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

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

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

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

Key sources of estimation uncertainty and key judgements relate to derecognition of financial assets (note 7), the

assessment of impairment of inventory (note 8), the assessment of impairment of property plant and equipment (note 1),

and the assessment of impairment for goodwill and any other intangible assets (note 1). The individual notes in the financial

statements provide additional information.

69

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NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

MMaatteerriiaall eevveennttss aanndd ootthheerr ssiiggnniiffiiccaanntt iitteemmss

Impairment

An impairment charge of $50.3m was recorded at 31 January 2024 as a consequence of a revised view of margins and

volumes expected to be achieved over the forecast period on which goodwill impairment testing was based, as well as

continued underutilisation of the Group's North Island facilities. Refer to note 1 for further information.

Synlait's financial performance and continued underutilisation of Synlait's North Island assets has resulted in a further

impairment charge of $64.2m as at 31 July 2024, resulting in total impairment of $114.6m in the 2024 financial year.

Strategic review of North Island assets

On 2 April 2024, the Group announced it was undertaking a strategic review of its North Island assets to determine

whether it would continue with or dispose of the operations. On 9 September 2024 the Group announced it had completed

the strategic review with a decision made to refocus the North Island operations to produce Advanced Nutrition products

which do not require raw milk.

The cessation of processing raw milk will not result in any material one-off expenditure in the 2025 financial year and has

been considered within the impairment test for the Synlait North Island CGU.

Dairyworks sale

At 31 January 2024, the Group recognised a $31.1m loss on measurement to fair value less costs of disposal in respect of

the Dairyworks business which was classified as held for sale. In the fourth quarter of 2024, the Group decided to exit the

sales process due to offers not being at an acceptable level. Consequently, the $31.1m loss on measurement was reversed

less any depreciation which would have otherwise accumulated during the period in which Dairyworks was classified as

held for sale. This reversal was recorded as it was determined that the recoverable value (value in use) of the net assets

was higher than their carrying value at initial classification to held for sale assets, adjusted for depreciation which otherwise

would have been recorded during the period in which the net assets were classified for sale.

Material change in accounting estimate

During the period, the Group adopted a new inventory costing methodology which has been determined to be a change in

accounting estimate in accordance with NZ IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" and

accounted for prospectively.

The new methodology has been designed to reflect a cost of production specific to the cost base of the asset used in that

production. This has resulted in an increase in overhead costs attributed to ingredient products, reflecting Synlait utilising

nutritional-grade facilities for ingredients production. The change in estimate has resulted in a significant one-off impact in

the current financial period ($17.1m reduction in gross profit) due to a significantly higher level of overhead costs attributed

to opening work-in-progress inventories of Advanced Nutrition base powders.

Arbitration and disputes with The a2 Milk Company

During the period the Group was in arbitration with The a2 Milk Company over a number of matters. On 16 August 2024,

the Group reached a conditional settlement with The a2 Milk Company. Key details of the settlement include:

•The a2 Milk Company will make a one-off payment to the Group in the order of $24.75 million. This payment includes

amounts that had been withheld from payment and were waiting for resolution of matters in dispute.

•The Group will make an additional SAMR slot at Dunsandel available to The a2 Milk Company for a potential new China

label registered product. The a2 Milk Company and the Group will work together to develop the new product, prepare the

SAMR registration dossier and seek registration from SAMR by December 2029.

•The Group has agreed the exclusivity it has under the Nutritional Powders Manufacturing and Supply Agreement

(NPMSA) for a2 Platinum® and other nutritional products will cease to apply from 1 January 2025.

•The Group acknowledges that The a2 Milk Company is developing manufacturing capability and could move volumes

away from the Group when it has the capability to do so. The exception to this is China Infant Formula products which must

be produced in the Group's Dunsandel facility through the SAMR registration the Group continues to hold (this is due to

expire in September 2027).

•The settlement is conditional on the Group completing an equity placement and refinancing our existing banking

facilities.

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ANNUAL REPORT 2024
SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

MMaatteerriiaall eevveennttss aanndd ootthheerr ssiiggnniiffiiccaanntt iitteemmss ((ccoonnttiinnuueedd))

Refinancing of debt facilities and shareholder loan

The Group has substantially completed the refinancing of its debt facilities with a revised banking syndicate which sees

Kiwibank, Bank of Communications, and Industrial and Commercial Bank of China added to the syndicate. The facilities are

expected to become available on 1 October 2024 pending completion of the equity placement and the settlement of the

dispute and other matters with The a2 Milk Company.

During the year, the Group also received a $130m shareholder loan from Bright Dairy, its largest shareholder, to ensure the

Group would meet its mandatory $130m debt prepayment obligation which fell due on 15 July 2024. Refer to note 15 for

further information on the updated facilities and shareholder loan.

Equity placement

On 18 September 2024 the Group held a special shareholders' meeting to gain approval for an equity placement of

384,616,437 common shares for $217.8m to Bright Dairy and The a2 Milk Company. Approval was gained, which will result

in Bright Dairy and The a2 Milk Company holding 65.25% and 19.83% of the Group's common shares, respectively, and

triggering a change of control under the NZX Takeovers Code. The proceeds will be used to repay debt which falls due on 1

October 2024 and to secure the new banking facilities which will ensure sufficient cash is available to repay the

subordinated bond that falls due on 17 December 2024, some of which may be repaid early if bondholders exercise their

right to demand early repayment upon change of control.

Climate risk

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

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

demands).

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

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

property, plant, and equipment, and impairment of intangible assets (NZUs). No significant impacts were noted during the

period.

GGooiinngg ccoonncceerrnn

At 31 July 2024, the Group recorded an after-tax loss for the year of ($182.1m), operating cash flows of ($47.2m), current

liabilities exceeding current assets by ($235.6m), with loans and borrowings of $369.7m due for repayment within 12

months. This includes syndicated senior debt of $189.7m and unsecured retail bonds of $180m.

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

conditions, and related uncertainties.

The Group has previously communicated a number of uncertainties, some of which were material, which arose primarily

because of:

A slow recovery in business performance which impacted short-term cash flows

During the year, the Group announced downgrades to previous guidance. The downgrades were because of lower-than-

forecast sales volumes of Advanced Nutrition and UHT cream products, margin compression, inventory management

issues, high financing costs incurred, and higher than forecast manufacturing costs due to low utilisation of the North

Island plants and cost pressures. Also impacting performance were unfavourable effective foreign exchange rates, the

one-off impact of a change in product costing methodology, and a supply chain disruption which resulted in significant

one-off cost. The Group also recognised an impairment charge of $114.6m, driven primarily by the North Island

business’s underutilisation and loss making Ingredients unit.

The Directors and management have been engaged in an urgent process to improve trading performance and financial

position. Measures include a restructuring of the Group’s leadership team, initiating a cost-out programme, and a

significant focus on operational and sales performance. Significant effort has also been put into addressing operational

delays which resulted in lower-than-expected sales of Advanced Nutrition products, and on a re-launch of the Group’s

UHT cream products for which current year demand was impacted by production issues and delays with initial product

runs. The Group also remained committed to deleveraging, with recapitalisation imminent which will significantly reduce

net debt and financing costs. The one-off supply chain disruption which occurred is considered an unusual event and is

not forecast to repeat. The Group also continues to focus heavily on business development and onboarding new

Advanced Nutrition customers.

71

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

GGooiinngg ccoonncceerrnn ((ccoonnttiinnuueedd))

The Group has completed its North Island strategic review, which should improve earnings performance through the

cessation of dairy ingredients manufacturing operations in the North Island, enabling increased focus on execution of

new plant-based manufacturing capabilities, and development and launch of products for new customers.

Trading performance is expected to improve significantly over the remainder of calendar year 2024 however will remain

at below historical levels over the coming 24 months as new demand materialises at a more modest rate than previously

forecast. The Directors consider that the Group’s forecasts for the 2025 and 2026 financial years have been formed on a

reasonable basis and sufficiently stress tested for unexpected degradation of performance.

While significant effort is being put into ensuring there isn’t a recurrence of poor financial performance as seen in recent

years, the Directors acknowledge that a level of inherent uncertainty will continue to exist until the Group can

demonstrate a marked improvement in trading performance. When considered in conjunction with the Group’s ability to

refinance on acceptable terms in the future, this represents a material uncertainty, as further described in the following

paragraphs.

Retention of milk supply

During the second half of the 2024 financial year the Group received a significant number of milk supplier cessation

notices (“ceases”) from its farmer suppliers. The ceases represent the majority of the Group’s milk pool, with most ceases

set to take effect for the 2027 financial year (2026/2027 milk season).

The Directors are highly appreciative of the position that its farmers have been in, and fully acknowledge the implied risk

that Synlait’s recent performance and financial position have presented to their businesses and believe that the farmers

have not acted unreasonably by submitting cessation notices.

The Directors believe that the recapitalisation of the business as detailed below and forecast improvement in

performance will provide the Group’s farmer suppliers with confidence that Synlait will continue to make good on its

payment obligations to the farmers. In addition, the Group has announced a farmer retention payment which will become

payable to all existing and new South Island farmers who are not under cease at 31 May 2025 totalling 20 cents per

kilogram of milk solids, with the payment to be made in August 2025. The Directors consider that this proposed

payment combined with a highly competitive milk price, a deleveraged balance sheet, and improved financial

performance will encourage a significant majority of farmers currently under cease to revoke their ceases. The Group will

investigate launching a farmer loyalty program which will aim to avoid cease notices at scale in the future.

The Directors acknowledge that despite plans to ensure sufficient future milk supply, the previously communicated level

of ceases will instil a degree of uncertainty in the Group’s stakeholders. In a scenario where all current ceases

materialise, it is likely that the Group would be required to record a significant impairment against its South Island assets.

The viability of the Group’s South Island operations would also be threatened. However, the Directors consider that a

material uncertainty in respect of future milk supply does not yet exist due to most current ceases not materialising until

June 2026 which affords the Group adequate time to demonstrate to suppliers that the Group is a viable and highly

competitive long-term purchaser of milk.

Significant levels of debt due for repayment in the short-term which would not be possible to repay without additional

support from shareholders or from other sources of capital

The Directors previously communicated the Group’s ability to continue trading as a going concern would also continue

to be subject to a material level of uncertainty without a significant capital injection – either through an equity raise, a

restructuring of the Group’s debt facilities, or a combination of both.

After extensive consultation over the second half of the year, the Directors formed a view tha

t raising equity, through a

placement to the Group’s two largest shareholders, Bright Dairy and The a2 Milk Company, would result in the greatest

certainty over reducing the Group’s debt in the shortest timeframe and at the most favourable price compared to

alternative structures.

The equity placement gained a high level of support at a Special Shareholders meeting held on 18 September 2024,

with proceeds of approximately $217.8m to be received on 1 October 2024. The proceeds will be used to immediately

repay facilities which fall due on 1 October 2024 and to provide certainty to bondholders whose bonds, which have a

redemption value of $180m, will mature on 17 December 2024. The equity placement will also result in a change of

control which will trigger an option at the discretion of bondholders for early repayment of the bonds.

Participation in the equity placement by The a2 Milk Company, refinancing of the Group’s syndicated banking facilities,

and the settlement of the dispute and other matters with The a2 Milk Company are all inter-conditional, meaning that if

one does not succeed, all would fail. On the date of issue of these financial statements, the Directors are not aware of

any conditions, events, or circumstances which would threaten the imminent completion of deleveraging, refinancing,

and settlement of the dispute with The a2 Milk Company.

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ANNUAL REPORT 2024
SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

GGooiinngg ccoonncceerrnn ((ccoonnttiinnuueedd))

Further information on the new banking facilities is included in note 15 to the financial statements. The facilities have

been executed and will become unconditionally available on 1 October 2024. Sensitivity testing has been performed in

respect of proposed covenants and the Directors are satisfied that there is sufficient headroom in the covenants to

insulate from any reasonable or likely degradation in trading performance.

However, the Director's note that to ensure the facilities, which mature on 1 October 2025, can be refinanced for the

2026 financial year, the Group will need to deliver against financial forecasts through an improvement in trading

performance and ensure that a sufficient level of milk supply ceases are removed to ensure that the Group’s South

Island operations remain financially viable.

Poor trading performance or a lack of progress in obtaining removals of farmer supplier cessation notices may preclude

a successful future refinance of the Group’s banking facilities on acceptable terms. An inability to refinance may result in

the Group having to consider securing further debt or equity financing through alternative means or initiating a formal

insolvency process. Until such time the Group demonstrates a marked improvement in trading and security over future

milk supply, material uncertainty will continue to exist over the Group’s ability to remain a going concern.

Dispute with The a2 Milk Company

The Directors have expressed uncertainty over the outcome of a previously communicated dispute with The a2 Milk

Company over its notice of cancellation of exclusivity and other matters. During the period, the Group settled with The

a2 Milk Company with the key outcomes being a confirmed participation by The a2 Milk Company in an equity

placement, but with a loss of exclusivity for the production and supply of a2 Platinum® and other nutritional products,

taking effect from 1 January 2025. The Group expects to continue to manufacture all China label product for The a2 Milk

Company and also reserve a second SAMR slot.

The Group has reflected the potential impact of the loss of exclusivity in its cashflow forecasts for both liquidity and

impairment testing purposes. While the loss of exclusivity will adversely impact future cashflows, the Directors remain

confident that the impact of any lost volumes will be offset with new business development and continued volume

growth of the Group’s UHT cream and plant-based nutritionals products.

A protracted Dairyworks sale process

The Group has previously communicated there was a material uncertainty around the timing and outcome of the

proposed sale of Dairyworks and the impact it would have on the Group’s ability to make good on an obligation to repay

a mandatory $130m debt repayment.

On 11 July 2024, the Group obtained approval for a shareholder loan from the Group’s largest shareholder, Bright Dairy.

The shareholder loan was used to repay the $130m prepayment obligation after Dairyworks was removed from sale.

Further information on the terms of the loan can be found in note 15 to the financial statements. The Directors consider

that there is no longer a material uncertainty in respect of this specific matter.

Conclusion

The Directors are satisfied that for the 12 months following the release of these financial statements, the Group will

generate sufficient cashflows and have sufficient headroom in banking facilities to make good on its obligations to all

creditors, including its banking syndicate, bond holders, and farmer suppliers - including in a situation where trading

performance declines moderately below current forecasts.

While the future will always be uncertain, the imminent recapitalisation of the business, increased level of support from the

Group’s majority shareholders, Bright Dairy, business development opportunities which are progressing, and a significant

focus on retaining milk supply have provided the basis necessary for the Directors to conclude that it is appropriate to

prepare the Group’s financial statements on a going concern basis.

However, the recovery in business performance will not occur at rates previously expected, and the Group will continue to

be subject to uncertainty with respect to access to capital until such time there is marked improvement in trading

performance and a significant reversal of milk supply cessations, which remains uncertain. These matters constitute

material uncertainties related to events or conditions that may cast significant doubt upon the Group’s ability to continue as

a going concern. If improvements in financial performance and future milk supply are not achieved, the Group may be

unable to realise its assets and discharge its liabilities in the normal course of business.

The financial statements do not include any adjustments which may be required if the Group is unable to continue as a

going concern.

73

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

BBaassiiss ooff ccoonnssoolliiddaattiioonn

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

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

transactions and balances between group companies are eliminated upon consolidation.

MMaatteerriiaall aaccccoouunnttiinngg ppoolliicciieess

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

the understanding of the financial statements are provided throughout the accompanying notes and are designated by a

shaded area.

SSttaannddaarrddss,, aammeennddmmeennttss aanndd iinntteerrpprreettaattiioonnss aaddoopptteedd dduurriinngg tthhee ppeerriioodd

Amendments to NZ IAS 1 and IFRS Practice Statement 2 - Disclosure of Material Accounting Policies

The Group adopted Disclosure of Accounting Policies (Amendments to IAS 1 and NZ IFRS Practice Statement 2) effective 1

August 2023. The amendments require disclosure of material accounting policy information, instead of significant

accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting

policies, as well as the disclosure of entity-specific accounting policy information that is more relevant for the users'

understanding of financial statements than generic boilerplate disclosures. The amendments did not result in any

significant changes to the accounting policies disclosed within these financial statements.

Amendments to IAS 12 - International Tax Reform Pillar Two Model Rules

The Group adopted the International Tax Reform Pillar Two Model Rules (amendments to IAS 12) effective 1 August 2023.

The amendments provide a temporary and mandatory exemption from deferred tax accounting, which applies

retrospectively and require new disclosures in the financial statements in relation to the implementation of Pillar Two Model

Rules published by the Organisation for Economic Co-Operation and Development (OECD). The Group has applied the

exemption with immediate effect. Further information on the position of the Group as at 31 July 2024 is provided in note 22.

S

Sttaannddaarrddss,, aammeennddmmeennttss aanndd iinntteerrpprreettaattiioonnss ttoo eexxiissttiinngg ssttaannddaarrddss tthhaatt aarree nnoott yyeett eeffffeeccttiivvee

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements to improve reporting of

financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements

from IAS 1 unchanged and introduces increased disclosure of management defined performance measures as well as new

principles for aggregation and disaggregation of information included in the consolidated income statement. IFRS 18 is

applicable to the Group beginning on 1 August 2027. The Group is currently evaluating the impact of the adoption of IFRS

18 on its consolidated financial statements.

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

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

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

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

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

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

The Group will release its first climate-related disclosure (CRD) on its website (synlait.com) prior to 30th November 2024.

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

or future reporting periods and on foreseeable future transactions.

74

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ANNUAL REPORT 2024
PERFORMANCE01. IMPAIRMENT OF ASSETS

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

PPeerrffoorrmmaannccee

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

P

Paaggee

1Impairment of assets76

2Discontinued operation79

3Revenue recognition 80

4Segment reporting81

5Expenses83

6Reconciliation of loss after income tax to net cash outflow from operating activities84

75

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

11IImmppaaiirrmmeenntt ooff aasssseettss

IImmppaaiirrmmeenntt ooff nnoonn--ffiinnaanncciiaall aasssseettss

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there

is any indication of impairment. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its

recoverable amount.

A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and

groups. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill

allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a pro rata

basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing

value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset.

Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each

reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there

has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount

that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. An

impairment loss in relation to goodwill is not reversed.

SSuummmmaarryy ooff iimmppaaiirrmmeenntt cchhaarrggeess

Total impairment of $114.6m has been recognised in the 2024 financial year. This comprises of $50.3m recognised at 31

January 2024 and $64.2m recognised at 31 July 2024. The impairment charges have been driven primarily by continued

underutilisation of the Group's North Island assets. The impairment charges have given rise to a deferred tax asset (and

increase in tax benefit) of $28.4m.

GGooooddwwiillll iimmppaaiirrmmeenntt tteesstt aatt 3311 JJaannuuaarryy 22002244

The Group recognised a $50.3m impairment charge as a result of the Synlait goodwill impairment test at 31 January 2024.

IImmppaaiirrmmeenntt aatt

3311 JJaannuuaarryy

22002244

((UUnnaauuddiitteedd))

BBaallaannccee sshheeeett lliinnee iitteemm$$''000000

Net working capital-

Goodwill(6,026)

Property, plant, and equipment(35,682)

Biological assets-

Intangible assets(5,607)

Right-of-use assets(3,028)

TToottaall(50,343)

The majority of this impairment charge was allocated to North Island assets because of underutilisation.

76

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ANNUAL REPORT 2024
01. IMPAIRMENT OF ASSETS (CONTINUED)01. IMPAIRMENT OF ASSETS (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

11IImmppaaiirrmmeenntt ooff aasssseettss((ccoonnttiinnuueedd))

IImmppaaiirrmmeenntt tteessttss ooff aasssseettss aass aatt 3311 JJuullyy 22002244

As at 31 July 2024, the South Island and North Island Synlait CGUs have been tested for asset impairment because of a

significant divergence between the Group's market capitalisation and net asset value and multiple profit downgrades which

occurred during the year constituting indicators of impairment. The Dairyworks CGU has been tested for impairment

because goodwill is allocated to the CGU.

((aa))SSyynnllaaiitt NNoorrtthh IIssllaanndd CCGGUU

The North Island CGU has been impairment tested by an independent valuer. The value-in-use was modelled using an 8

year cashflow forecast determined by the independent valuer and subjected to a discount rate which was 200 basis points

higher than the South Island CGU's discount rate to take into account asset specific risk factors. A terminal growth rate of

2.5% has been applied to reflect the North Island CGU's exposure to the high growth Adult Nutritional and Southeast Asia

markets. The value-in-use was determined to be higher than the fair value less costs of disposal.

KKeeyy aassssuummppttiioonn3311 JJuullyy 22002244

Methodology adoptedValue in use

Annual revenue growth rates within forecast operating cashflow3.5% - 30.9%

Allowance for increase in expenses within forecast operating cash flow3.6% - 24.9%

Post tax discount rate10.9%

Pre tax discount rate 14.4%

Terminal growth rate2.5%

Calculation of North Island CGU impairment:

The North Island impairment charge has been calculated as follows:

3311 JJuullyy 22002244

$$''000000

Carrying amount421,283

Recoverable value based on value in use357,062

IImmppaaiirrmmeenntt64,221

Allocation of North Island CGU impairment:

The North Island CGU impairment charge has been allocated against the CGU's assets as follows:

CCaarrrryyiinngg

aammoouunntt aatt 3311

JJuullyy 22002244

pprriioorr ttoo

iimmppaaiirrmmeenntt

IImmppaaiirrmmeenntt aatt

3311 JJuullyy 22002244

CCaarrrryyiinngg

aammoouunntt aatt 3311

JJuullyy 22002244

BBaallaannccee sshheeeett lliinnee iitteemm$$''000000$$''000000$$''000000

Net working capital38,159-38,159

Goodwill---

Property, plant, and equipment339,417(56,870)282,547

Intangible assets12,173(2,039)10,134

Right of use assets31,534(5,312)26,222

TToottaall421,283(64,221)357,062

The impairment charge of $64.2m is in addition to the $50.3m impairment charge recognised in the Group's interim 2024

financial statements.

77

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

11IImmppaaiirrmmeenntt ooff aasssseettss((ccoonnttiinnuueedd))

The impairment charge has given rise to a deferred tax asset of $16.0m and has increased the income tax benefit for the

period by a corresponding amount. This is in addition to the $12.4m deferred tax asset (and income tax benefit) which was

recognised in the Group's interim financial statements, of which $11.2m related to the impairment charge allocated to the

North Island CGU. In total, a deferred tax benefit of $27.2m has been recognised in the 2024 financial year in respect of

impairment charges allocated to the North Island CGU.

Sensitivity analysis:

The recoverable amount is highly sensitive to small movements within the key assumptions. The following table

demonstrates the sensitivities at 31 July 2024:

C

Chhaannggee iinn kkeeyy aassssuummppttiioonn

IImmppaacctt oonn eessttiimmaatteedd rreeccoovveerraabbllee aammoouunntt

IInnccrreeaassee//((ddeeccrreeaassee))

$$''000000

50 basis point increase in discount rate(21,435)

50 basis point decrease in discount rate24,141

50 basis point decrease in terminal growth rate(13,146)

50 basis point increase in terminal growth rate14,810

5% decrease within forecast cash flows(21,538)

5% increase within forecast cashflows21,596

((bb))SSyynnllaaiitt SSoouutthh IIssllaanndd CCGGUU

The impairment test for the South Island CGU is based on a value-in-use (VIU) calculation which uses 5 year cash flows

based on Board approved business plans and is discounted based on a CGU specific weighted average cost of capital

(WACC) as determined by an independent third party. The value-in-use model assumes that milk supply for the South Island

CGU will decrease to 60m KgMS in the 2027 financial year, and then increase to, and remain at, 65m KgMS for the 2028

financial year onwards. The discounted cash flow was modelled using the following key assumptions:

KKeeyy aassssuummppttiioonn3311 JJuullyy 22002244

Methodology adoptedValue in use

Annual revenue growth rates within forecast operating cashflow(8.1%) - 6.1%

Allowance for increase in expenses within forecast operating cash flow(7.0%) - 7.0%

Post tax discount rate8.9%

Pre tax discount rate 11.4%

Terminal growth rate2.5%

There was no further impairment charge recognised at 31 July 2024.

(

(cc))DDaaiirryywwoorrkkss CCGGUU

The impairment test for the Dairyworks CGU is based on a value-in-use (VIU) calculation which uses 5 year cash flows

based on Board approved business plans and is discounted based on a CGU specific weighted average cost of capital

(WACC) as determined by an independent third party. The discounted cash flow was modelled using the following key

assumptions:

KKeeyy aassssuummppttiioonn3311 JJuullyy 220022443311 JJuullyy 22002233

Methodology adoptedValue in useValue in use

Annual revenue growth rates within forecast operating cashflow2.5% - 9.5%3.7% - 7.9%

Allowance for increase in expenses within forecast operating cash flow2.4% - 9.7%0.7% - 8.1%

Post tax discount rate8.7%8.6%

Pre tax discount rate 11.5%11.5%

Terminal growth rate2.5%2.0%

78

PAGE 77 & 78

ANNUAL REPORT 2024
02. DISCONTINUED OPERATION

03. REVENUE RECOGNITION

01. IMPAIRMENT OF ASSETS (CONTINUED)02. DISCONTINUED OPERATION (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

11IImmppaaiirrmmeenntt ooff aasssseettss((ccoonnttiinnuueedd))

There is no impairment of the Dairyworks CGU at 31 July 2024. The Dairyworks CGU impairment did not indicate any

impairment from likely or reasonable movements in key assumptions.

((dd))DDaaiirryywwoorrkkss IInnddeeffiinniittee LLiiffee IInnttaannggiibblleess

Indefinite life intangibles, which is comprised entirely of brands, have been tested using the relief from royalty method.

Brand royalty rates for the year ended 31 July 2024 are based on a percentage of revenue. The impairment testing was

modelled using the following key assumptions:

K

Keeyy aassssuummppttiioonn3311 JJuullyy 220022443311 JJuullyy 22002233

Methodology adoptedRelief from royaltyRelief from royalty

Annual revenue growth rates(32.4%) - 14.2%5.1% - 12.6%

Allowance for increase in expenses2% - 4%2% - 4%

Royalty rate3.75% - 4.25%3.75% - 4.25%

Pre-tax discount rate13.4%13.5%

Terminal growth rate2.5%2.5%

There is no impairment of Dairyworks indefinite life intangibles at 31 July 2024.

22DDiissccoonnttiinnuueedd ooppeerraattiioonn

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

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

applied in determining whether a sale is highly probable.

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

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

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

costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group),

but not in excess of any cumulative impairment loss previously recognised.

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

classified as held for sale.

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

sheet.

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

represents a separate major line of business or geographical area of operations and is part of a single coordinated plan to

dispose of such a line of business or area of operations. The results of discontinued operations are presented separately in

the statement of profit or loss.

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

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

with the Group's recently completed strategy review which resulted in an increased focus on the Group's Advanced

Nutrition and Foodservice (UHT cream) business units. As a consequence the associated assets and liabilities of Dairyworks

Limited comprised a disposal group at 31 July 2023, with the results of Dairyworks presented as profit / (loss) from

discontinued operations.

During the period, a decision was made to remove Dairyworks from sale due to a lack of acceptable offers. Consequently,

the net assets of Dairyworks have been reclassified from assets and liabilities held for sale to their respective balance sheet

line items in the current period only, while results of operations have been re-presented as results of continuing operations,

in line with the requirements of NZ IFRS 5. This has resulted in net profit after tax relating to the previously discontinued

operation of $7.8m (2023: $9.9m) being included in net profit (loss) after tax from continuing operations.

79

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

11IImmppaaiirrmmeenntt ooff aasssseettss((ccoonnttiinnuueedd))

There is no impairment of the Dairyworks CGU at 31 July 2024. The Dairyworks CGU impairment did not indicate any

impairment from likely or reasonable movements in key assumptions.

((dd))DDaaiirryywwoorrkkss IInnddeeffiinniittee LLiiffee IInnttaannggiibblleess

Indefinite life intangibles, which is comprised entirely of brands, have been tested using the relief from royalty method.

Brand royalty rates for the year ended 31 July 2024 are based on a percentage of revenue. The impairment testing was

modelled using the following key assumptions:

KKeeyy aassssuummppttiioonn3311 JJuullyy 220022443311 JJuullyy 22002233

Methodology adoptedRelief from royaltyRelief from royalty

Annual revenue growth rates(32.4%) - 14.2%5.1% - 12.6%

Allowance for increase in expenses2% - 4%2% - 4%

Royalty rate3.75% - 4.25%3.75% - 4.25%

Pre-tax discount rate13.4%13.5%

Terminal growth rate2.5%2.5%

There is no impairment of Dairyworks indefinite life intangibles at 31 July 2024.

22DDiissccoonnttiinnuueedd ooppeerraattiioonn

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

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

applied in determining whether a sale is highly probable.

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

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

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

costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group),

but not in excess of any cumulative impairment loss previously recognised.

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

classified as held for sale.

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

sheet.

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

represents a separate major line of business or geographical area of operations and is part of a single coordinated plan to

dispose of such a line of business or area of operations. The results of discontinued operations are presented separately in

the statement of profit or loss.

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

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

with the Group's recently completed strategy review which resulted in an increased focus on the Group's Advanced

Nutrition and Foodservice (UHT cream) business units. As a consequence the associated assets and liabilities of Dairyworks

Limited comprised a disposal group at 31 July 2023, with the results of Dairyworks presented as profit / (loss) from

discontinued operations.

During the period, a decision was made to remove Dairyworks from sale due to a lack of acceptable offers. Consequently,

the net assets of Dairyworks have been reclassified from assets and liabilities held for sale to their respective balance sheet

line items in the current period only, while results of operations have been re-presented as results of continuing operations,

in line with the requirements of NZ IFRS 5. This has resulted in net profit after tax relating to the previously discontinued

operation of $7.8m (2023: $9.9m) being included in net profit (loss) after tax from continuing operations.

79

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

22DDiissccoonnttiinnuueedd ooppeerraattiioonn((ccoonnttiinnuueedd))

((aa))DDiissaaggggrreeggaattiioonn ooff aasssseettss aanndd lliiaabbiilliittiieess hheelldd ffoorr ssaallee::

The following assets and liabilities were previously classified as held for sale in the Group's 2023 financial statements.

220022442023

$$''000000$'000

AAsssseettss ooff ddiissppoossaall ggrroouupp ccllaassssiiffiieedd aass hheelldd ffoorr ssaallee

Cash and cash equivalents--981

Trade, other receivables, and other current assets--9,865

Inventories--52,253

Property, plant, and equipment--25,594

Intangible assets--17,093

Goodwill--58,163

Right of use assets

--13,932

TToottaall

--177,811

LLiiaabbiilliittiieess ooff ddiissppoossaall ggrroouupp ccllaassssiiffiieedd aass hheelldd ffoorr ssaallee

Trade and other payables and other current liabilities--(42,680)

Current tax liabilities--(2,990)

Lease liabilities--(14,337)

Deferred tax liabilities

--(604)

TToottaall

--(60,611)

33RReevveennuuee rreeccooggnniittiioonn

SSaalleess ooff ggooooddss

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

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

been transferred to customers, being at the point when the goods are delivered. Delivery of goods is completed (i.e. the

performance obligation is fulfilled) when the goods have been delivered pursuant to the terms of the specific contract

agreed with the customer and the risks associated with ownership have been transferred to the customer.

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

received or receivable, net of returns, discounts, and allowances. Revenue is only recognised to the extent that it is highly

probable that a significant reversal will not occur. The payment terms vary depending on the individual contracts. No

deemed financing components are present as there are no significant timing differences between the payment terms and

revenue recognition.

220022442023

$$''000000$'000

Dairy products11,,663366,,8855881,603,580

Other income

99,,88228816,333

TToottaall iinnccoommee

11,,664466,,6688661,619,913

The decrease in other income is due to the comparative period including one-off legal settlement income and grant income

of which the most significant component is Inland Revenue's Research & Development Tax Incentive.

80

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

22DDiissccoonnttiinnuueedd ooppeerraattiioonn((ccoonnttiinnuueedd))

((aa))DDiissaaggggrreeggaattiioonn ooff aasssseettss aanndd lliiaabbiilliittiieess hheelldd ffoorr ssaallee::

The following assets and liabilities were previously classified as held for sale in the Group's 2023 financial statements.

220022442023

$$''000000$'000

AAsssseettss ooff ddiissppoossaall ggrroouupp ccllaassssiiffiieedd aass hheelldd ffoorr ssaallee

Cash and cash equivalents--981

Trade, other receivables, and other current assets--9,865

Inventories--52,253

Property, plant, and equipment--25,594

Intangible assets--17,093

Goodwill--58,163

Right of use assets

--13,932

TToottaall

--177,811

LLiiaabbiilliittiieess ooff ddiissppoossaall ggrroouupp ccllaassssiiffiieedd aass hheelldd ffoorr ssaallee

Trade and other payables and other current liabilities--(42,680)

Current tax liabilities--(2,990)

Lease liabilities--(14,337)

Deferred tax liabilities

--(604)

TToottaall

--(60,611)

33RReevveennuuee rreeccooggnniittiioonn

SSaalleess ooff ggooooddss

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

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

been transferred to customers, being at the point when the goods are delivered. Delivery of goods is completed (i.e. the

performance obligation is fulfilled) when the goods have been delivered pursuant to the terms of the specific contract

agreed with the customer and the risks associated with ownership have been transferred to the customer.

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

received or receivable, net of returns, discounts, and allowances. Revenue is only recognised to the extent that it is highly

probable that a significant reversal will not occur. The payment terms vary depending on the individual contracts. No

deemed financing components are present as there are no significant timing differences between the payment terms and

revenue recognition.

220022442023

$$''000000$'000

Dairy products11,,663366,,8855881,603,580

Other income

99,,88228816,333

TToottaall iinnccoommee

11,,664466,,6688661,619,913

The decrease in other income is due to the comparative period including one-off legal settlement income and grant income

of which the most significant component is Inland Revenue's Research & Development Tax Incentive.

80

PAGE 79 & 80

ANNUAL REPORT 2024
04. SEGMENT REPORTING04. SEGMENT REPORTING (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

44SSeeggmmeenntt rreeppoorrttiinngg

((aa))RReeppoorrttaabbllee sseeggmmeennttss

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

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

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

The Group has identified the following segments:

-Synlait: manufacture and sale of milk and plant based products (nutritionals, ingredients, fresh milk, and ultra heat

treatment (‘UHT’) milk and cream products). The Synlait segment is an aggregation of the Group's Synlait North Island and

Synlait South Island CGUs which have similar production processes, composition of fixed assets, organisational structures,

product margins, classes of customers, and long term growth rates. While the Directors do not currently receive separate

historical financial reports for the North Island and South Island CGUs, a workstream is underway to develop and implement

routine reporting of financial performance and position at a North Island and South Island level.

-Dairyworks: manufacture and sale of cheese and other products (cheese, butter).

The accounting policies of the Group have been consistently applied to the operating segments. Net Profit After Tax (NPAT)

is the measure reported to the chief operating decision-maker ("the Board") for the purposes of resource allocation and

assessment of performance for the Group. A consistent measure has been used for the purpose of reporting the

performance of each operating segment.

((bb))SSeeggmmeenntt rreevveennuueess aanndd rreessuullttss

The following is an analysis of the Group's revenue and results by reportable segment:

3311 JJuullyy 22002244

SSyynnllaaiittDDaaiirryywwoorrkkssEElliimmiinnaattiioonnssTToottaall

$$''000000$$''000000$$''000000$$''000000

External revenue11,,334444,,008811229922,,777777--11,,663366,,885588

Inter-segment revenue from sale of goods

22,,555599--((22,,555599))--

Revenue from sale of goods11,,334466,,664400229922,,777777((22,,555599))11,,663366,,885588

Net (loss) / profit after tax for the period((118899,,991188))77,,880077-((118822,,111111))

Finance income558855---558855

Finance expenses((4433,,441155))((44,,227744))-((4477,,668899))

Depreciation and amortisation((5577,,559966))((66,,112288))-((6633,,772244))

Impairment of non-current assets((111144,,556644))--((111144,,665544))

Income tax benefit / (expense)5599,,551155((33,,887744))-5555,,664411

Total assets11,,337700,,553388112233,,447777--11,,449944,,001155

Total liabilities

((881199,,558822))((6699,,663355))--((888899,,221177))

Net assets

5

55500,,995566

5533,,884422--660044,,779988

81

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

44SSeeggmmeenntt rreeppoorrttiinngg((ccoonnttiinnuueedd))

3311 JJuullyy 22002233

SSyynnllaaiittDDaaiirryywwoorrkkssEElliimmiinnaattiioonnssTToottaall

$$''000000$$''000000$$''000000$$''000000

External revenue1,320,758282,822--1,603,580

Inter-segment revenue from sale of goods

2,363--(2,363)--

Revenue from sale of goods1,323,121282,822(2,363)1,603,580

Net (loss) / profit after tax for the period(14,144)9,852-

-(4,292)

Finance income28129-310

Finance expenses(29,331)(2,513)-(31,844)

Depreciation and amortisation(55,403)(4,286)-(59,689)

Income tax (expense) / benefit6,124(3,159)-2,965

Total assets1,507,729177,881--1,685,610

Total liabilities

(834,625)(60,611)--(895,236)

Net assets

673,104

117,270--790,374

((cc))SSaalleess bbyy ggeeooggrraapphhiiccaall aarreeaa

The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different

countries, it is understood that a significant portion of both infant nutritional and ingredients sales are ultimately consumed

in China.

The proportion of sales revenue for continuing operations by geographical area is summarised below:

YYeeaarr eennddeedd

3311 JJuullyy

22002244

3311 JJuullyy

22002233

China%8%11

Rest of Asia%19%21

Middle East and Africa%4%4

New Zealand%54%57

Australia%7%5

Rest of World

%8%2

Total

%100

%100

All Group non-current assets are in New Zealand, other than $nil (2023: $0.1m) located in China.

(

(dd))MMaajjoorr ccuussttoommeerrss

Revenues of 44% (2023: 46%) are derived from the top three external customers.

82

PAGE 81 & 82

ANNUAL REPORT 2024
05. EXPENSES06. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH

OUTFLOW FROM OPERATING ACTIVITIES

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

55EExxppeennsseess

220022442023

$$''000000$'000

The following items of expenditure are included in cost of sales:

Depreciation and amortisation4466,,22990043,634

Employee and contractor costs110033,,44110096,044

Energy costs2288,,88118826,064

Freight2200,,00771124,461

Milk transport2288,,33665526,980

Repairs and maintenance1166,,55996620,205

Inventory provisions and write-downs3300,,11334422,299

Provision movements included in inventory variances, provisions, and write-downs:

Increase in inventory provision33,,4499885,900

(Decrease) / increase in onerous contract provision((11,,111111))2,001

The following items of expenditure are included in sales and distribution expense:

Depreciation and amortisation99,,1177446,835

Employee and contractor costs2266,,11007720,722

Insurance11,,6611441,619

Freight99,,2288555,427

Consultancy, legal, and transaction costs11,,1144772,029

Rent and storage11,,9955331,341

The following items of are included in administrative and operating expenses:

Depreciation and amortisation88,,2266009,220

Employee and contractor costs3333,,77446636,038

Director fees776644827

Share based payments expense3399991

Consultancy, legal, and transaction costs1122,,8855227,290

Information services and subscriptions1100,,55225512,523

The following items are included in ERP implementation expense:

Consultancy--5,415

Employee and contractor costs--1,127

Information services and subscriptions--252

PwC services included in administrative and operating expenses

Statutory audit fee662200410

Half year accounts review11669974

Other assurance services335522220

Consulting

110052

11,,115511756

*2024 payments to PwC reflect $352k paid to PwC New Zealand for audit services performed on behalf of the Group's

largest shareholder, Bright Dairy, and $10k for consulting fees incurred in connection with a logistics review. 2023

payments to PwC reflect $220k paid to PwC New Zealand for audit services performed on behalf of the Group's largest

shareholder, Bright Dairy Holding Limited, and $52k for consulting fees incurred in connection with a logistics review.

Comparative numbers have been represented to include Dairyworks. Refer to the statement of accounting policies for

further information.

83

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

66RReeccoonncciilliiaattiioonn ooff lloossss aafftteerr iinnccoommee ttaaxx ttoo nneett ccaasshh oouuttffllooww ffrroomm ooppeerraattiinngg aaccttiivviittiieess

220022442023

$$''000000$'000

((LLoossss)) // pprrooffiitt ffoorr tthhee yyeeaarr((118822,,111111))(4,292)

NNoonn--ccaasshh aanndd nnoonn--ooppeerraattiinngg iitteemmss::

Depreciation and amortisation of non-current assets5555,,99005554,205

Depreciation of right-of-use assets77,,8811995,484

Gain on disposal of property, plant and equipment((338811))(154)

Gain on derecognition of lease((228866))-

Impairment of assets111144,,556644165

New Zealand Units surrendered22,,7788551,177

Gain on sale of New Zealand Units--(1,769)

Non-cash share based payments expense / (recovery)338855(83)

Interest costs classified as financing cash flow4477,,66990031,846

Interest received classified as investing cash flow((558855))(311)

Loss on derecognition of financial assets77,,9911666,743

Deferred tax movement((5533,,558899))(4,610)

(Gain) / loss on derivative financial instruments((5544))143

Unrealised foreign exchange gain((5566))(31)

Livestock trading((885544))183

Gain on revaluation of biological assets((444455))-

MMoovveemmeennttss iinn wwoorrkkiinngg ccaappiittaall::

(Increase) / decrease in trade and other receivables((5522,,660011))(1,227)

(Decrease) / increase in prepayments((1166,,003388))4,900

Decrease / (increase) in inventories9922,,880044(69,565)

Decrease in goods and services tax refundable and other current assets8866554,486

(Decrease) / increase in trade and other payables((6655,,997722))11,474

(Decrease) / increase in current tax assets

((44,,995522))273

NNeett ccaasshh iinnffllooww ffrroomm ooppeerraattiinngg aaccttiivviittiieess

((4477,,119911))39,037

84

PAGE 83 & 84

ANNUAL REPORT 2024
WORKING CAPITAL07. TRADE AND OTHER RECEIVABLES

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

WWoorrkkiinngg ccaappiittaall

The working capital section gives information about the short-term assets and liabilities of the Group. This section includes

the following notes:

PPaaggee

7Trade and other receivables86

8Inventories88

9Trade and other payables90

85

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

77TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of

business. If collection is expected in one year or less they are classified as current assets. If not, they are classified as non-

current assets.

The Group recognises a loss allowance for expected credit losses (“ECL”) on trade and other receivables.

The Group measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime expected

loss allowance for all trade receivables. The Group’s credit loss model requires the Group to account for expected credit

losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial

recognition of the financial assets. Therefore, it is no longer necessary for a credit event to have occurred before credit

losses are recognised.

The model is based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,

general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the

reporting date.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of

a financial instrument. The expected credit loss is estimated as the difference between all contractual cash flows that are

due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at

the original effective interest rate.

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and

there is no reasonable and realistic prospect of recovery.

Furthermore, other impairment losses on an individual basis are determined by an evaluation of the exposures on an

instrument-by-instrument basis. All individual instruments that are considered significant are subject to this approach.

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual

obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject to credit risk. The

Group performs credit evaluations on trade customers. The Group continuously monitors the credit quality of its major

receivables and does not anticipate non-performance of those customers, nor has there been historical non-performance of

these customers. The Group also maintains strict controls for any credit reviews such as credit increases.

The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an efficient and

effective manner.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to

credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within 30 days,

and for which no provision has been made as there has not been a significant change in credit quality and the amounts are

still considered fully recoverable. No collateral is held over these balances and trade credit insurance cover was not

obtained in respect of these receivables. Interest is not charged on overdue debtors.

In the past eight financial years, the Group has not written off any bad debts, although it has recognised provisions for

debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis assists in the

determination of any increases in credit risk since initial recognition. There are no significant credit risk concentrations as at

31 July 2024. Three customers represent 67% of the overdue receivables. There were no other forward-looking indicators

to indicate increases in credit risk.

For cash and cash equivalents the Group has determined that all bank balances have low credit risk at each reporting

period as they are held by reputable international banking institutions.

The Group has not changed its overall strategy regarding the management of risk from 2023.

86

Impairment

Credit Risk Management

PAGE 85 & 86

ANNUAL REPORT 2024
07. TRADE AND OTHER RECEIVABLES (CONTINUED)

08. INVENTORIES

07. TRADE AND OTHER RECEIVABLES (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

77TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess((ccoonnttiinnuueedd))

220022442023

$$''000000$'000

Trade receivables110011,,11441178,021

Provision for doubtful and impaired receivables

((22,,881155))(2,588)

NNeett ttrraaddee rreecceeiivvaabblleess

9988,,33226675,433

Other receivables

4466,,5599667,508

TToottaall rreecceeiivvaabblleess

114444,,99222282,941

The increase in other receivables is predominantly due to amounts receivable in relation to customer disputes which are

expected to be settled in October 2024.

(

(aa))IImmppaaiirreedd rreecceeiivvaabblleess

As at 31 July 2024, trade receivables of $20.3m were overdue (2023: $7.9m). These relate to several independent

customers for whom there is no recent history of default. The majority has since been collected except for $11.9m which

remains unpaid and is expected to be collected in the 2025 financial year.

The aging analysis of these overdue trade receivables is as follows:

220022442023

$$''000000$'000

OOvveerrdduuee bbyy

0 to 30 days1100,,0022663,638

30 to 60 days33338810

Over 60 days

99,,8899114,228

TToottaall oovveerrdduuee ttrraaddee rreecceeiivvaabblleess

2200,,2255557,876

((bb))AAlllloowwaannccee ffoorr bbaadd aanndd ddoouubbttffuull rreecceeiivvaabblleess

The Group has recognised no losses in relation to provisions raised for potentially unrecoverable trade receivables during

the year (2023: $0.7m). The Group has also recognised a loss of $0.2m for estimated receivables impairment under NZ

IFRS 9 Financial Instruments (2023: $0.4m).

(

(cc))TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess

Accounts receivable are amounts incurred in the normal course of business.

Receivables denominated in currencies other than the functional currency comprise NZ$77.9m (2023: $58.7m) of USD,

RMB, and AUD denominated trade receivables.

87

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

77TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess((ccoonnttiinnuueedd))

((dd))DDeerreeccooggnniisseedd ffiinnaanncciiaall aasssseettss

The Group has derecognised trade receivables that have been sold to two banks (ANZ and Rabobank) under the terms of

underlying receivables purchase agreements. The Group routinely assess the terms of the agreements and has determined

that substantially all the risks and rewards have been transferred to the banks. Receivables selected for assignment are

with customers with strong credit ratings and good payment histories. This results in immaterial volatility in the present

value of future cash flows in relation to assigned receivables under the various scenarios detailed in the terms of the four

agreements. An evaluation of external evidence of credit risk has also been performed for each customer. The Group has

$139.2m of receivables assigned as at 31 July 2024 (2023: $144.2m).

The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value of

continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at each reporting

date, when the terms of the facility are amended, and assesses each new customer at the initial assignment of a receivable.

The loss on derecognition for the period of $7.9m (2023: $6.7m) arising from derecognition of assigned receivables is the

discount paid to the banks for acquiring these receivables.

88IInnvveennttoorriieess

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable,

direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated based on

normal operating capacity. Cost is determined on a weighted average basis and in the case of manufactured goods,

includes direct materials, labour and production overheads. Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is

considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under

the contract exceed the economic benefits expected to be received under it.

Key judgement is applied in assessing inventory impairment, and therefore net realisable value of inventory. Impairment is

tested in three ways, stock provision, onerous contracts provision, and inventory impairment. The stock provision considers

the condition of inventory and therefore requires a high level of judgement, whereas the onerous contracts and impairment

calculations are largely formulaic.

The stock provision tests for the physical impairment of both raw materials and finished goods. Physical impairment can be

for a variety of reasons, including damage, expiry, or obsolescence. Judgement is required as often indicators of

impairment can be mitigated through further investigation or rework meaning that no write down to net realisable value is

required. The Group consider historical rework process results and future rework plans in making that judgement.

Estimates are required in relation to net realisable value, which is the estimated selling price in the ordinary course of

business, less the estimated costs of completion and selling expenses. Net realisable value is determined by reference to

historic achieved market prices, future contracted sales and Global Dairy Trade auction results. Reviewing the net realisable

values is carried out by the Group on a monthly basis, using judgement in determining expected future proceeds based on

current indicators of the condition of inventory.

A key estimation in determining inventory cost is the Monthly Milk Price which is derived from a forecast milk price for the

year. The Monthly Milk Price forms a key component of the product cost through the year.

88

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

77TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess((ccoonnttiinnuueedd))

((dd))DDeerreeccooggnniisseedd ffiinnaanncciiaall aasssseettss

The Group has derecognised trade receivables that have been sold to two banks (ANZ and Rabobank) under the terms of

underlying receivables purchase agreements. The Group routinely assess the terms of the agreements and has determined

that substantially all the risks and rewards have been transferred to the banks. Receivables selected for assignment are

with customers with strong credit ratings and good payment histories. This results in immaterial volatility in the present

value of future cash flows in relation to assigned receivables under the various scenarios detailed in the terms of the four

agreements. An evaluation of external evidence of credit risk has also been performed for each customer. The Group has

$139.2m of receivables assigned as at 31 July 2024 (2023: $144.2m).

The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value of

continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at each reporting

date, when the terms of the facility are amended, and assesses each new customer at the initial assignment of a receivable.

The loss on derecognition for the period of $7.9m (2023: $6.7m) arising from derecognition of assigned receivables is the

discount paid to the banks for acquiring these receivables.

88IInnvveennttoorriieess

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable,

direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated based on

normal operating capacity. Cost is determined on a weighted average basis and in the case of manufactured goods,

includes direct materials, labour and production overheads. Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is

considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under

the contract exceed the economic benefits expected to be received under it.

Key judgement is applied in assessing inventory impairment, and therefore net realisable value of inventory. Impairment is

tested in three ways, stock provision, onerous contracts provision, and inventory impairment. The stock provision considers

the condition of inventory and therefore requires a high level of judgement, whereas the onerous contracts and impairment

calculations are largely formulaic.

The stock provision tests for the physical impairment of both raw materials and finished goods. Physical impairment can be

for a variety of reasons, including damage, expiry, or obsolescence. Judgement is required as often indicators of

impairment can be mitigated through further investigation or rework meaning that no write down to net realisable value is

required. The Group consider historical rework process results and future rework plans in making that judgement.

Estimates are required in relation to net realisable value, which is the estimated selling price in the ordinary course of

business, less the estimated costs of completion and selling expenses. Net realisable value is determined by reference to

historic achieved market prices, future contracted sales and Global Dairy Trade auction results. Reviewing the net realisable

values is carried out by the Group on a monthly basis, using judgement in determining expected future proceeds based on

current indicators of the condition of inventory.

A key estimation in determining inventory cost is the Monthly Milk Price which is derived from a forecast milk price for the

year. The Monthly Milk Price forms a key component of the product cost through the year.

88

PAGE 87 & 88

ANNUAL REPORT 2024
09. TRADE AND OTHER PAYABLES08. INVENTORIES (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

88IInnvveennttoorriieess((ccoonnttiinnuueedd))

220022442023

$$''000000$'000

Raw materials

Raw materials at cost9944,,22662279,497

Raw materials at net realisable value

118899-

9944,,44551179,497

Work in progress

Work in progress at cost4411,,663388111,528

Work in progress at net realisable value

55,,7766771,062

4477,,440055112,590

Finished goods

Finished goods at cost6633,,88225552,725

Finished goods at net realisable value

44,,0022115,440

6677,,88446658,165

TToottaall iinnvveennttoorriieess

220099,,770022250,252

Raw material inventories at $94.5m (10,851 MT) have increased from the prior year (2023: $79.5m, 12,245 MT) primarily due

to the reclassification of Dairyworks raw materials inventory from assets held for sale and higher holdings of raw materials

for use in the production of Advanced Nutrition products.

Work in progress inventories at $47.4m (10,190 MT) have decreased (2023: $112.6m, 14,664 MT) due to a rebalancing of

infant base powder inventories, a decrease in the amount of overheads allocated to each unit of production due to a recent

change in inventory costing estimation methodology, and an increased focus on working capital management.

Finished goods have increased to $67.8m (10,015 MT), (2023: $58.2m, 9,117 MT). The increase is driven by the

reclassification of Dairyworks inventories from held from sale assets.

The cost of inventories recognised as an expense during the year was $1,514.7m (2023: $1,403.3m). The cost of inventories

recognised as an expense includes $30.1m (2023: $22.3m) in respect of write downs of inventory to net realisable value.

The total inventory provision as at reporting date was $16.5m, of which $5.0m related to finished goods, $6.8m related to

work in progress and $4.7m related to raw materials (2023: $9.6m, $5.9m related to finished goods, $1.3m related to work

in progress and $2.4m related to raw materials).

The onerous contracts provision as at reporting date was $0.9m (2023: $2.0m) relating to future shipments of downgrade

product.

During the period, the Group changed the method in which it allocates overhead costs to the cost of inventories. This has

been treated as a change in accounting estimate. Refer to the "Material events and other significant items" section of these

financial statements for further information.

89

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

99TTrraaddee aanndd ootthheerr ppaayyaabblleess

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business

from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less otherwise, they

are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and are

subsequently measured at amortised cost using the effective interest method. Payables that are settled within a short

duration are not discounted.

220022442023

$$''000000$'000

Trade payables110000,,007722143,307

Accrued expenses113399,,118888123,940

Employee entitlements

1188,,66336613,707

TToottaall ttrraaddee aanndd ootthheerr ppaayyaabblleess

225577,,889966280,954

Payables denominated in currencies other than the functional currency comprise NZD $11.4m (2023: NZD $39.4m) of USD,

EUR, GBP, RMB, SGD, and AUD denominated trade payables and accruals.

90

PAGE 89 & 90

ANNUAL REPORT 2024
LONG TERM ASSETS10. PROPERTY, PLANT AND EQUIPMENT

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

LLoonngg tteerrmm aasssseettss

The assets section provides information about the long-term investments made by the Group to operate the business and

generate returns to shareholders. This section includes the following notes:

PPaaggee

10Property, plant and equipment92

11Biological assets94

12Intangible assets95

13Leases97

91

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1100PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt

RReeccooggnniittiioonn aanndd mmeeaassuurreemmeenntt

Property, plant and equipment are initially measured at cost less accumulated depreciation.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets

includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working

condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are

located where the Group has an obligation to remove and restore.

When a self-constructed asset meets the definition of a qualifying asset under NZ IAS 23 Borrowing Costs, borrowing costs

directly attributable to the construction of the asset are capitalised until such a time as the asset is substantially ready for its

intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

When major components of an item of property, plant and equipment have different useful lives, they are accounted for as

separate items of property, plant and equipment.

SSuubbsseeqquueenntt ccoossttss

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it

is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured

reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

DDeepprreecciiaattiioonn

Depreciation of property, plant and equipment is recognised in profit or loss on a straight-line basis over the estimated

useful lives of each part of an item of property, plant and equipment. Land is not depreciated.

Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category on the

completion of the project and then depreciated.

Estimation and judgement is also required in the selection and application of useful lives. It is the Group's best estimate that

the useful lives adopted adequately reflect the flow of resources and the economic benefits required and derived in the use

and servicing of property, plant, and equipment.

The estimated useful lives for the current and comparative periods are as follows:

- Buildings10 - 60 years

- Plant and equipment3 - 35 years

- Fixtures and fittings2 - 25 years

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

IImmppaaiirrmmeenntt

Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or

exercises judgement in assessing indicators of impairment, forecasting future cash flows, and determining other key

assumptions used for assessing fair values (less costs of disposal) or value in use.

92

PAGE 91 & 92

ANNUAL REPORT 2024
10. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

11. BIOLOGICAL ASSETS

10. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1100PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt((ccoonnttiinnuueedd))

LLaannddBBuuiillddiinnggss

PPllaanntt aanndd

eeqquuiippmmeenntt

FFiixxttuurreess aanndd

ffiittttiinnggss

CCaappiittaall wwoorrkk

iinn pprrooggrreessssTToottaall

$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000

CCoosstt

BBaallaannccee aass aatt 11 AAuugguusstt 22002222

5566,,776655331155,,551166777766,,8800112288,,994400110022,,22992211,,228800,,331144

Additions----48,14448,144

Reclassification / transfer-14,99477,6803,175(95,849)-

Impairment--(164)--(164)

Disposals-(4)(5,464)(3,488)-(8,956)

Transfer to assets held for sale

(1,350)(4,614)(21,186)(3,965)(2,170)(33,285)

BBaallaannccee aass aatt 3311 JJuullyy 22002233

5555,,441155332255,,889922882277,,6666772244,,6666225522,,44117711,,228866,,005533

BBaallaannccee aass aatt 11 AAuugguusstt 220022335555,,441155332255,,889922882277,,6666772244,,6666225522,,44117711,,228866,,005533

Additions----29,83629,836

Reclassification / transfer-7,71241,0214,087(52,820)-

Disposals-(193)(2,527)(663)-(3,383)

Impairment (note 1)(5,523)(28,770)(56,102)(1,645)-(92,040)

Transfer from assets held for sale

1,3504,61421,1863,9652,17033,285

BBaallaannccee aass aatt 3311 JJuullyy 22002244

5511,,224422330099,,225555883311,,2244553300,,4400663311,,66003311,,225533,,775511

AAccccuummuullaatteedd ddeepprreecciiaattiioonn

BBaallaannccee aass aatt 11 AAuugguusstt 22002222

--4433,,445500220055,,6688881155,,331166--226644,,445544

Depreciation(note 5)-7,09435,2173,767-46,078

Disposals-(4)(5,104)(3,413)-(8,521)

Transfer to assets held for sale

-(1,079)(6,851)(1,024)-(8,954)

BBaallaannccee aass aatt 3311 JJuullyy 22002233

--4499,,446611222288,,9955001144,,664466--229933,,005577

BBaallaannccee aass aatt 11 AAuugguusstt 22002233--4499,,446611222288,,9955001144,,664466--229933,,005577

Depreciation(note 5)-7,51437,2682,860-47,642

Disposals-(190)(2,889)(1,266)-(4,345)

Transfer from assets held for sale

-1,0796,8511,024-8,954

BBaallaannccee aass aatt 3311 JJuullyy 22002244

--5577,,886644227700,,1188001177,,226644--334455,,330088

CCaarrrryyiinngg aammoouunnttss

AAss aatt 3311 JJuullyy 22002233

5555,,441155227766,,443311559988,,7711771100,,0011665522,,441177999922,,999966

AAss aatt 3311 JJuullyy 22002244

5511,,224422225511,,339911556611,,0066551133,,1144223311,,660033990088,,444433

((aa))IImmppaaiirrmmeenntt

During the period, property, plant, and equipment was examined for impairment. A $92.0m (2023: $0.2m) impairment

charge has been recognised to reflect the write-down of select assets to the higher of their fair value less costs of disposal

(FVLCOD) and value-in-use through the Group's CGU impairment testing process. Refer to note 1 for further information.

(

(bb))CCaappiittaall wwoorrkk iinn pprrooggrreessss

Capital work in progress includes capital expenditure projects until they are commissioned and transferred to property,

plant and equipment. Capital work in progress of $31.6m is lower than 2023 ($52.4m) due primarily to the completion of the

Pokeno flexible packaging line project. Work in progress comprises of routine operational capital expenditure.

93

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1100PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt((ccoonnttiinnuueedd))

((cc))CCaappiittaalliisseedd bboorrrroowwiinngg ccoossttss

During the year, the Group has capitalised borrowing costs amounting to $0.2m (2023: $6.6m) on qualifying assets. Interest

has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset. In the year,

borrowing costs were capitalised at a significantly lower rate due to no major capital projects during the period.

1111BBiioollooggiiccaall aasssseettss

Biological assets comprise livestock (dairy cows) and are measured at fair value less costs to sell at both initial recognition

and at the end of each reporting period. Changes in the fair value of biological assets are recognised in profit or loss. The

fair value of biological assets is determined by an independent valuer with reference to local area market prices at the end

of each reporting period. The fair value measurement of livestock is facilitated by grouping livestock by age and type. All of

the Group's biological livestock assets are classified as bearer biological assets.

220022442023

$$''000000$'000

BBaallaannccee aass aatt 11 AAuugguusstt33,,9900663,892

Purchases4411929

Births, deaths, and other movements11000085

Sales((889966))(816)

Gain / (loss) arising from changes in fair value less selling costs

444466(184)

BBaallaannccee aass aatt 3311 JJuullyy

33,,5599773,906

As at 31 July 2024 there were 2,323 dairy cows on hand (2023: 2,372). The dairy cows are used for the purposes of

producing milk to be consumed in the Group's milk processing operations.

94

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1100PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt((ccoonnttiinnuueedd))

((cc))CCaappiittaalliisseedd bboorrrroowwiinngg ccoossttss

During the year, the Group has capitalised borrowing costs amounting to $0.2m (2023: $6.6m) on qualifying assets. Interest

has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset. In the year,

borrowing costs were capitalised at a significantly lower rate due to no major capital projects during the period.

1111BBiioollooggiiccaall aasssseettss

Biological assets comprise livestock (dairy cows) and are measured at fair value less costs to sell at both initial recognition

and at the end of each reporting period. Changes in the fair value of biological assets are recognised in profit or loss. The

fair value of biological assets is determined by an independent valuer with reference to local area market prices at the end

of each reporting period. The fair value measurement of livestock is facilitated by grouping livestock by age and type. All of

the Group's biological livestock assets are classified as bearer biological assets.

220022442023

$$''000000$'000

BBaallaannccee aass aatt 11 AAuugguusstt33,,9900663,892

Purchases4411929

Births, deaths, and other movements11000085

Sales((889966))(816)

Gain / (loss) arising from changes in fair value less selling costs

444466(184)

BBaallaannccee aass aatt 3311 JJuullyy

33,,5599773,906

As at 31 July 2024 there were 2,323 dairy cows on hand (2023: 2,372). The dairy cows are used for the purposes of

producing milk to be consumed in the Group's milk processing operations.

94

PAGE 93 & 94

ANNUAL REPORT 2024
12. INTANGIBLE ASSETS (CONTINUED)12. INTANGIBLE ASSETS (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1122IInnttaannggiibbllee aasssseettss

GGooooddwwiillll

Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the net of the

fair values of the assets and liabilities of the subsidiaries acquired. Goodwill is tested for impairment annually and is carried

at cost as established at the date of acquisition of the subsidiary, less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to cash-generating units (CGU) that are expected to benefit

from the business combination in which the goodwill arose. The recoverable amount of CGUs is the higher of fair value less

costs to sell and value in use. If this recoverable amount is less than the carrying amount of the CGU an impairment loss is

recognised immediately in the profit and loss, and it is not subsequently reversed.

BBrraannddss

Purchased brands have been assessed as indefinite life intangible assets, after considering factors such as the expected

use of the assets, the period of legal control, the typical product life cycle of these assets, the industry in which the assets

are operating, and the level of maintenance expenditure required. Purchased brands are initially recognised at fair value if

acquired as part of a business combination, and are tested for impairment annually, or more frequently if there are any

indicators of impairment, on the same basis as goodwill.

PPaatteennttss,, ttrraaddeemmaarrkkss aanndd ootthheerr rriigghhttss

Separately acquired patents, trademarks, and other rights are shown at historical cost. Patents, trademarks, and other rights

have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-

line method to allocate the cost of patents, trademarks, and other rights over their estimated useful lives of 4 to 20 years.

CCoommppuutteerr ssooffttwwaarree

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design, testing, and implementation of identifiable and unique

software products controlled by the Group are recognised as intangible assets. Amortisation is calculated using the

straight-line method to allocate the cost of computer software over an estimated useful life of 1 year to 12 years.

NNeeww ZZeeaallaanndd UUnniittss ((NNZZUU))

New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme. The units

are measured at cost and expensed on a first-in first-out basis. Units are surrendered during the year to meet our

obligations under the New Zealand Emissions Trading Scheme.

IImmppaaiirrmmeenntt ooff nnoonn--ffiinnaanncciiaall aasssseettss

The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there is

any indication of impairment.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount. A CGU is

the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups.

Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill

allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a pro rata

basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing

value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset.

Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has

decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to

determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does

not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment

loss has been recognised. An impairment loss in relation to goodwill is not reversed.

95

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1122IInnttaannggiibbllee aasssseettss((ccoonnttiinnuueedd))

GGooooddwwiillllBBrraannddss

PPaatteennttss,,

ttrraaddeemmaarrkkss

aanndd ootthheerr

iinnttaannggiibblleess

CCoommppuutteerr

ssooffttwwaarree

IInnttaannggiibblleess

iinn pprrooggrreessss

NNeeww

ZZeeaallaanndd

UUnniittssTToottaall

$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000

CCoosstt

BBaallaannccee aass aatt 11 AAuugguusstt 22002222

64,18916,5692,27815,41661,91915,182175,553

Additions----12,877-12,877

Reclassification/transfer--6,42767,791(74,164)-54

Disposals---(4,787)(39)(1,302)(6,128)

Surrenders-----(2,979)(2,979)

Transfer to assets held for sale

(58,163)(16,569)(91)(1,359)--(76,182)

BBaallaannccee 3311 JJuullyy 22002233

66,,002266--88,,6611447777,,0066115599331100,,990011110033,,119955

BBaallaannccee aass aatt 11 AAuugguusstt 2200223366,,002266--88,,6611447777,,0066115599331100,,990011110033,,119955

Additions----2,362-2,362

Reclassification/transfer--108184(292)--

Disposals---(1,045)--(1,045)

Surrenders-----(2,785)(2,785)

Transfer from assets held for sale58,16316,569921,363--76,187

Impairment(note 1)(6,026)-(41)(7,886)--(13,953)

Subsidiary sold

-------

BBaallaannccee 3311 JJuullyy 22002244

5588,,1166331166,,55669988,,7777336699,,66777722,,66663388,,111166116633,,996611

AAccccuummuullaatteedd aammoorrttiissaattiioonn

BBaallaannccee aass aatt 11 AAuugguusstt 22002222

----11,,4433881122,,776677----1144,,220055

Amortisation (note 5)--4167,711--8,127

Disposals---(4,785)--(4,785)

Transfer to assets held for sale

--(47)(883)--(930)

BBaallaannccee aass aatt 3311 JJuullyy 22002233

----11,,8800771144,,881100----1166,,661177

BBaallaannccee aass aatt 11 AAuugguusstt 22002233----11,,8800771144,,881100----1166,,661177

Amortisation (note 5)--1,6786,585--8,263

Disposals---(995)--(995)

Transfer from assets held for sale

--47883--930

BBaallaannccee aass aatt 3311 JJuullyy 22002244

----33,,5533222211,,228833----2244,,881155

CCaarrrryyiinngg aammoouunnttss

YYeeaarr eennddeedd 3311 JJuullyy 22002233

Current-----2,8052,805

Non-current

6,026-6,80762,2515938,09683,773

CClloossiinngg nneett bbooookk vvaalluuee

66,,002266--66,,8800776622,,2255115599331100,,9900118866,,557788

YYeeaarr eennddeedd 3311 JJuullyy 22002244

Current-----5,1495,149

Non-current

58,16316,5695,24148,3942,6632,967133,997

CClloossiinngg nneett bbooookk vvaalluuee

5588,,1166331166,,55669955,,2244114488,,33994422,,66663388,,111166113399,,114466

96

PAGE 95 & 96

ANNUAL REPORT 2024
12. INTANGIBLE ASSETS (CONTINUED)13. LEASES (CONTINUED)

13. LEASES

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1122IInnttaannggiibbllee aasssseettss((ccoonnttiinnuueedd))

During the period, total impairment of $14.0m was allocated to intangible assets, including $6.0m charged against goodwill.

Refer to note 1 for further information.

1133LLeeaasseess

MMeeaassuurreemmeenntt ooff rriigghhtt--ooff--uussee aasssseettss aanndd lleeaassee oobblliiggaattiioonnss

Right-of-use assets are initially measured equal to the corresponding present value of the remaining lease liability.

Subsequent additions are measured at the initial amount of the lease obligation adjusted for any lease payments made at,

or before, the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or the useful

life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU asset is periodically

reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation.

MMeeaassuurreemmeenntt ooff lleeaassee oobblliiggaattiioonnss

The lease obligation is initially measured at the present value of lease payments remaining at the lease commencement

date, discounted using the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease

obligation, when applicable, may comprise fixed payments, variable payments that depend on an index or rate, amounts

expected to be payable under a residual value guarantee and the exercise price under a purchase, extension or

termination option that the Group is reasonably certain to exercise.

The lease obligation is subsequently measured at amortised cost using the effective interest method. It is remeasured

when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the

Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group exercises a

purchase, extension or termination option. When the lease obligation is remeasured, a corresponding adjustment is made

to the carrying amount of the ROU asset.

The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of twelve

months or less or for leases of low-value assets. Payments associated with these leases are recognised as an operating

expense on a straight-line basis over the lease term within costs and expenses on the consolidated income statement. The

Group has also elected to apply a single discount rate to portfolios of leases with reasonably similar characteristics.

97

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1122IInnttaannggiibbllee aasssseettss((ccoonnttiinnuueedd))

During the period, total impairment of $14.0m was allocated to intangible assets, including $6.0m charged against goodwill.

Refer to note 1 for further information.

1133LLeeaasseess

MMeeaassuurreemmeenntt ooff rriigghhtt--ooff--uussee aasssseettss aanndd lleeaassee oobblliiggaattiioonnss

Right-of-use assets are initially measured equal to the corresponding present value of the remaining lease liability.

Subsequent additions are measured at the initial amount of the lease obligation adjusted for any lease payments made at,

or before, the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or the useful

life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU asset is periodically

reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation.

MMeeaassuurreemmeenntt ooff lleeaassee oobblliiggaattiioonnss

The lease obligation is initially measured at the present value of lease payments remaining at the lease commencement

date, discounted using the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease

obligation, when applicable, may comprise fixed payments, variable payments that depend on an index or rate, amounts

expected to be payable under a residual value guarantee and the exercise price under a purchase, extension or

termination option that the Group is reasonably certain to exercise.

The lease obligation is subsequently measured at amortised cost using the effective interest method. It is remeasured

when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the

Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group exercises a

purchase, extension or termination option. When the lease obligation is remeasured, a corresponding adjustment is made

to the carrying amount of the ROU asset.

The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of twelve

months or less or for leases of low-value assets. Payments associated with these leases are recognised as an operating

expense on a straight-line basis over the lease term within costs and expenses on the consolidated income statement. The

Group has also elected to apply a single discount rate to portfolios of leases with reasonably similar characteristics.

97

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1133LLeeaasseess((ccoonnttiinnuueedd))

RRiigghhtt--ooff--uussee aasssseettssBBuuiillddiinnggss

PPllaanntt aanndd

eeqquuiippmmeennttTToottaall

$$''000000$$''000000$$''000000

CCoosstt

Balance as at 1 August 202232,5031,23233,735

Additions and acquisitions34,4222,25836,680

Sale and leaseback adjustment(167)-(167)

Disposals-(276)(276)

Foreign exchange differences(38)-(38)

Transfer to assets held for sale

(16,952)(1,440)(18,392)

BBaallaannccee aass aatt 3311 JJuullyy 22002233

4499,,77668811,,7777445511,,554422

Balance as at 1 August 202349,7681,77451,542

Additions and acquisitions6014301,031

Disposals(5,981)(182)(6,163)

Impairment (note 1)(8,571)-(8,571)

Transfer from assets held for sale

16,9521,44018,392

BBaallaannccee aass aatt 3311 JJuullyy 22002244

5522,,77669933,,4466225566,,223311

AAccccuummuullaatteedd DDeepprreecciiaattiioonn

Balance as at 1 August 20227,9565748,530

Sale and leaseback adjustment(519)-(519)

Disposals-(183)(183)

Depreciation (note 5)5,3586456,003

Foreign exchange differences(33)-(33)

Transfer to assets held for sale

(3,961)(499)(4,460)

BBaallaannccee aass aatt 3311 JJuullyy 22002233

88,,88001155337799,,333388

Balance as at 1 August 20238,8015379,338

Disposals(4,552)(172)(4,724)

Depreciation (note 5)7,0567637,819

Transfer from assets held for sale

3,9614994,460

BBaallaannccee aass aatt 3311 JJuullyy 22002244

1155,,22666611,,6622771166,,889933

CCaarrrryyiinngg aammoouunnttss

Balance as at 31 July 2023

4400,,99667711,,2233774422,,220044

Balance as at 31 July 2024

3377,,55003311,,8833553399,,333388

98

PAGE 97 & 98

ANNUAL REPORT 2024
13. LEASES (CONTINUED)DEBT AND EQUITY

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1133LLeeaasseess((ccoonnttiinnuueedd))

LLeeaassee oobblliiggaattiioonnss2200224422002233

$$''000000$$''000000

Contractual, undiscounted cash flows associated with the Group's lease obligations are as

follows:

Within one year1100,,7755558,254

Between one and five years3366,,88330027,817

Beyond five years

2299,,77445526,315

TToottaall uunnddiissccoouunntteedd lleeaassee oobblliiggaattiioonnss

7777,,3333006622,,338866

Discounted lease obligations recognised on the Group's consolidated balance sheet are

as follows:

Current66,,3322775,200

Non-current

4477,,77552241,693

TToottaall ddiissccoouunntteedd lleeaassee oobblliiggaattiioonnss

5544,,0077994466,,889933

Interest expense on lease obligations for the year ended 31 July 2024 was $3.8m (2023: $3.1m) and is included in finance

expense. Operating lease expense relating to short-term and low-value leases not included in the measurement of lease

obligations for the year ended 31 July 2024 is $2.0m (2023: $1.3m). The Group's weighted average cost of borrowing at 31

July 2024 was 6.81% (2023: 6.00%)

99

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

DDeebbtt aanndd eeqquuiittyy

The debt and equity section gives information about the Group’s capital structure and financing costs related to this

structure. This section includes the following notes:

P

Paaggee

14Finance income and expenses101

15Loans and borrowings102

16Other non-current liabilities104

17Share capital104

18Share based payments105

19Reserves and retained earnings106

100

PAGE 99 & 100

ANNUAL REPORT 2024
14. FINANCE INCOME AND EXPENSES15. LOANS AND BORROWINGS

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1144FFiinnaannccee iinnccoommee aanndd eexxppeennsseess

Interest income is recognised using the effective interest method. When a loan or receivable is impaired, the Group reduces

the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective

interest rate of the instrument and continues unwinding the discount as interest income. Interest income on

impaired loans and receivables is recognised using the original effective interest rate.

Interest expense on borrowings, bank and facility fees and transaction costs are recognised in the income statement over

the period of the borrowings, using the effective interest rate method, unless such costs relate to funding capital work in

progress. Interest expense on lease obligations are also recognised in the income statement in accordance with NZ IFRS

16.

220022442023

$$''000000$'000

Interest income on loans and deposits

558855310

TToottaall ffiinnaannccee iinnccoommee

558855310

Interest and facility fees((4433,,992266))(36,242)

Capitalised borrowing cost2244776,649

Interest on leases

((44,,001100))(2,251)

TToottaall ffiinnaannccee ccoossttss

((4477,,668899))(31,844)

Loss on derecognition of financial assets

((77,,991166))(6,743)

NNeett ffiinnaannccee ccoossttss

((5555,,002200))(38,277)

101

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1155LLooaannss aanndd bboorrrroowwiinnggss

Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing liabilities

are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the

redemption value is recognised in the profit and loss component of the statement of comprehensive income over the

period of the borrowings using the effective interest method.

2200224422002233

DDrraawwnn

ffaacciilliittyy

aammoouunntt

TTrraannssaaccttiioonn

ccoossttss

CCaarrrryyiinngg

aammoouunntt

Drawn

facility

amount

Transaction

costs

Carrying

amount

$$''000000$$''000000$$''000000$'000$'000$'000

Working capital facility NZD2266,,223377--2266,,22337746,071-46,071

Working capital facility USD5566,,666644--5566,,66664464,403-64,403

Revolving credit facility110077,,226655((118855))110077,,008800133,333(80)133,253

Retail bonds

118800,,000000((228800))117799,,772200---

Current liabilities

3

37700,,116666((446655))336699,,770011243,807(80)243,727

Retail bonds------180,000(1,002)178,998

Revolving credit facility6611,,771144((110066))6611,,660088---

Shareholder loan

113300,,000000((335533))112299,,664477---

Non-current liabilities119911,,771144((445599))119911,,225555180,000(1,002)178,998

Total loans and borrowings

5

56611,,888800((992244))556600,,995566423,807(1,082)422,725

((aa))TTeerrmmss ooff llooaannss aanndd bboorrrroowwiinnggss

The bank loans and working capital facility within the Group are secured under the terms of the General Security Deed

dated 26 June 2013, by which all present and future property is secured to ANZ Bank, Bank of China ("BOC"), China

Construction Bank ("CCB"), HSBC, and Rabobank.

The Group facilities include:

-Secured revolving credit facilities of NZD $169m. These facilities step down over time with maturity dates between 1

October 2024 and 1 October 2025.

-A secured working capital facility of NZD $191m, maturing 1 October 2024 together with an NZD $10m on-demand

bilateral facility. This facility is a seasonal facility where the facility limits change at several times during the term of facility.

-A $130m shareholder loan from the Group's majority shareholder, Bright Dairy which was obtained on 15 July 2024. The

loan has a maturity date 15 July 2025 with an optional extension option of 1 year which is likely to be exercised. As a

consequence, the loan has been classified as non-current. Refer to note 24 for further information.

Subsequent to year end, the Group substantially refinanced its syndicated banking facilities with Kiwibank, Bank of

Communications ("BOCOM"), and Industrial Commercial Bank of China ("ICBC") added to the banking syndicate with ANZ,

BOC, CCB, HSBC, and Rabobank continuing as members. The terms of the facilities, which are due to become available, on

1 October 2024 (pending completion of the equity placement and settlement of the dispute with The a2 Milk Company), are

as follows:

-A working capital facility peaking at $160m (together with a $10m on demand bilateral facility).

-A revolving credit facility of $205m.

-A term loan facility of $75m.

All facilities (other than the on demand bilateral facility) are seasonally adjusted with step-downs and step-ups over the

course of the facilities. The new facilities (other than the on-demand bilateral facility) mature 12 months from the closing

date of the refinancing (expected to be 1 October 2024).

102

PAGE 101 & 102

ANNUAL REPORT 2024
15. LOANS AND BORROWINGS (CONTINUED)16. OTHER NON-CURRENT LIABILITIES

17. SHARE CAPITAL

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1155LLooaannss aanndd bboorrrroowwiinnggss((ccoonnttiinnuueedd))

The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility

arrangements. Due to the timing of Synlait's deleveraging and further weakening in its financial performance, the Group

obtained amendments to certain covenants in March 2024 and July 2024. These amendments are detailed in the following

section. The Group met the amended and all other externally imposed capital requirements for the twelve months ended 31

July 2024.

The following summarises banking covenants which were in place for the year ended 31 July 2024:

1. Total shareholder funds of no less than $400.0m ($600.0m prior to the amendment) at all times.

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

3. Interest cover ratio of no less than 2.25x for the 31 July 2024 reporting date (waived).

4. Leverage ratio of no greater than 3.5x for the 31 July 2024 reporting date (waived).

5. Senior leverage ratio of no greater than 2.25x for the 31 July 2024 reporting date (waived).

6. Adjusted EBITDA of no less than $45.0m.

The covenants for the 2025 financial year under the substantially executed facilities agreement are:

1. Total shareholder funds of no less than NZD $500m at all times.

2. Working capital ratio of no less than 1.2x for the period from 1 August 2024 to 31 March 2025, increasing to no less than

1.5x for the period from 1 April 2025 to 31 July 2025.

3. Interest coverage ratio of no less than 2.5x for the 31 July 2025 reporting date.

4. Senior leverage ratio of no greater than 2.5x for the 31 July 2025 reporting date.

RReettaaiill BBoonnddss

Borrowings under the retail bond programme are supported by a Master Trust Deed and supplemented by the Series

Supplement entered into between the Group and the New Zealand Guardian Trust Company Limited. The retail bonds are

unsecured and subordinated and mature on 17 December 2024. At 31 July 2024, the retail bond had a fair value of $73.7m

(2023: $158.8m), based on NZX Debt Market valuation.

The completion of the equity placement will result in a change of control which will entitle bondholders to early repayment

of the subordinated bonds. This may result in payment of some or all the bonds prior to 17 December 2024.

NNoommiinnaall iinntteerreesstt rraatteess

NNoommiinnaall

iinntteerreesstt rraattee

Financial year

of maturity

CCaarrrryyiinngg

aammoouunntt

Carrying

amount

%%220022442023

Secured revolving credit facility (Facility A) - CCB%%66..663320253333,,77996633,333

Secured revolving credit facility (Facility B) - BOC%%66..551120257733,,44669950,000

Secured revolving credit facility (Facility C) - ANZ%%77..336620262222,,00441150,000

Secured revolving credit facility (Facility E) - CCB%%66..669920263399,,667733-

Secured working capital facility - ANZ / HSBC / Rabobank -

USD%%66..994420255566,,66664464,403

Secured working capital facility - ANZ / HSBC / Rabobank -

NZD%%77..220020252266,,22337746,071

Subordinated retail bonds%%33..88332025118800,,000000180,000

Shareholder Loan%%88..00002026113300,,000000-

The secured syndicated banking facilities will be extinguished and replaced with new facilities on 1 October 2024.

The nominal interest rate is calculated by adding the BKBM rate for NZD facilities, US SOFR rate for USD facilities and the

applicable margin rate. It excludes line fees and swap costs. Nominal interest rate for the subordinated retail bonds and

shareholder loan excludes transaction costs.

103

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1166OOtthheerr nnoonn--ccuurrrreenntt lliiaabbiilliittiieess

The Group records liabilities for make-good obligations, such as those which arise upon the end of a building lease, in the

period a reasonable estimate can be made. The liability is determined using estimated future costs and discounted using

an appropriate discount rate. On initial recognition, the carrying value of the liability is added to the carrying amount of the

associated asset and depreciated over its useful life or expensed when there is no related asset. The liability is accreted

over time through charges to finance expense and reduced by actual costs of settlement. Make-good liabilities are

reviewed annually and changes to estimates result in an adjustment of the carrying amount of the associated asset or,

where there is no asset, they are credited or charged to profit or loss.

Make-good liabilities are discounted at the risk-free rate at the balance date and accreted over time through periodic

charges to profit or loss. The liabilities are reduced by actual costs of settlement.

220022442023

$$''000000$'000

MMaakkee--ggoooodd lliiaabbiilliittyy

Balance as at 1 August22,,5500662,550

Liabilities recognised660011-

Accretion221133122

Change in estimates

((5599))(166)

BBaallaannccee aass aatt 3311 JJuullyy

33,,2266112,506

The make-good liability relates to future costs to be incurred with respect to the lease of the Group's Auckland blending

and canning and warehouse premises. The total undiscounted amount of the estimated cash flows required to satisfy the

obligations is $5.2m (31 July 2023: $3.9m). The obligation has been discounted using an interest rate of 6.67% (31 July

2023: 5.74%).

1177SShhaarree ccaappiittaall

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction

from the proceeds.

During the reporting period, no new ordinary shares were granted to participants of the Group's Long Term Incentive

scheme as a result of share rights that were granted under the scheme vesting and being converted to ordinary shares

(2023: $nil). Refer to note 18 for further information.

No other shares were issued in the period, however subsequent to year end, the Group will issue 384,616,437 common

shares in an equity placement to its two largest shareholders, Bright Dairy and The a2 Milk Company. Refer to the "Material

events and other significant items" section of these notes for further information.

220022442023220022442023

SShhaarreessShares$$''000000$'000

On issue at beginning of period221188,,558811,,666611218,581,661446644,,777744464,774

None of the above shares are held by the Group or its subsidiaries.

((aa))OOrrddiinnaarryy sshhaarreess

All issued shares are fully paid and have no par value.

Ordinary shares are entitled to one vote per share at meetings of Synlait Milk Limited.

All ordinary shares rank equally with regard to Synlait Milk Limited's residual assets.

104

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1166OOtthheerr nnoonn--ccuurrrreenntt lliiaabbiilliittiieess

The Group records liabilities for make-good obligations, such as those which arise upon the end of a building lease, in the

period a reasonable estimate can be made. The liability is determined using estimated future costs and discounted using

an appropriate discount rate. On initial recognition, the carrying value of the liability is added to the carrying amount of the

associated asset and depreciated over its useful life or expensed when there is no related asset. The liability is accreted

over time through charges to finance expense and reduced by actual costs of settlement. Make-good liabilities are

reviewed annually and changes to estimates result in an adjustment of the carrying amount of the associated asset or,

where there is no asset, they are credited or charged to profit or loss.

Make-good liabilities are discounted at the risk-free rate at the balance date and accreted over time through periodic

charges to profit or loss. The liabilities are reduced by actual costs of settlement.

220022442023

$$''000000$'000

MMaakkee--ggoooodd lliiaabbiilliittyy

Balance as at 1 August22,,5500662,550

Liabilities recognised660011-

Accretion221133122

Change in estimates

((5599))(166)

BBaallaannccee aass aatt 3311 JJuullyy

33,,2266112,506

The make-good liability relates to future costs to be incurred with respect to the lease of the Group's Auckland blending

and canning and warehouse premises. The total undiscounted amount of the estimated cash flows required to satisfy the

obligations is $5.2m (31 July 2023: $3.9m). The obligation has been discounted using an interest rate of 6.67% (31 July

2023: 5.74%).

1177SShhaarree ccaappiittaall

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction

from the proceeds.

During the reporting period, no new ordinary shares were granted to participants of the Group's Long Term Incentive

scheme as a result of share rights that were granted under the scheme vesting and being converted to ordinary shares

(2023: $nil). Refer to note 18 for further information.

No other shares were issued in the period, however subsequent to year end, the Group will issue 384,616,437 common

shares in an equity placement to its two largest shareholders, Bright Dairy and The a2 Milk Company. Refer to the "Material

events and other significant items" section of these notes for further information.

220022442023220022442023

SShhaarreessShares$$''000000$'000

On issue at beginning of period221188,,558811,,666611218,581,661446644,,777744464,774

None of the above shares are held by the Group or its subsidiaries.

(

(aa))OOrrddiinnaarryy sshhaarreess

All issued shares are fully paid and have no par value.

Ordinary shares are entitled to one vote per share at meetings of Synlait Milk Limited.

All ordinary shares rank equally with regard to Synlait Milk Limited's residual assets.

104

PAGE 103 & 104

ANNUAL REPORT 2024
17. SHARE CAPITAL (CONTINUED)

18. SHARE BASED PAYMENTS

18. SHARE BASED PAYMENTS (CONTINUED)

19. RESERVES AND RETAINED EARNINGS

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1177SShhaarree ccaappiittaall((ccoonnttiinnuueedd))

((bb))CCaappiittaall rriisskk mmaannaaggeemmeenntt

The Group's capital includes share capital, retained earnings and reserves.

The Group's policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain

future development of the business. The impact of the level of capital on shareholders' return is also recognised and the

Group recognises the need to maintain a balance between the higher returns that might be possible with greater gearing

and the advantages and security afforded by a sound capital position.

The Group is subject to various security ratios within the bank facilities agreement.

((cc))EEaarrnniinnggss ppeerr sshhaarree

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by

dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the

period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares

outstanding to include the effects of all potential dilutive shares.

Total basic EPS for the 2024 financial period was (83.31) cents (2023: (1.96) cents). Diluted EPS for the 2024 financial period

was (83.31) cents (2023: (1.96) cents). Weighted average shares outstanding for the 2024 financial period was 218,581,661

(2023: 218,581,661). Weighted average shares outstanding, adjusted for potentially dilutive shares for the 2024 financial

period was 219,187,046 (2023: 219,251,184).

1188SShhaarree bbaasseedd ppaayymmeennttss

((aa))LLTTII sshhaarree sscchheemmee

Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which are settled in cash (PSRs issued

during the 2023 financial year and prior: settled, and will continue to be settled, through conversion into ordinary shares) in

three financial years' time provided performance hurdles have been met during the assessment period (the date of award

of the PSRs plus three financial years). The number of PSRs granted to participants is set at one quarter of their base salary

divided by Synlait Milk Limited’s share price on the date of the award of the PSRs.

The PSRs consist of 50% Total Shareholder Return Rights (“TSR Rights”) and 50% Earnings Per Share Rights (“EPS Rights”).

The vesting for both TSR Rights and EPS Rights is determined in accordance with progressive vesting scales.

Synlait Milk Limited’s TSR must be greater than or equal to the 50th percentile of the constituents of the TSR Peer Group

over the assessment period for 50% of the TSR Rights to vest, scaled so that 100% of the TSR Rights vest if Synlait Milk

Limited’s TSR equals or exceeds the 75th percentile of the TSR Peer Group over the assessment period. The TSR Peer

Group is determined as at the date of award of the PSRs.

If Synlait Milk Limited’s EPS over the assessment period equals a Board approved EPS target, 50% of the EPS Rights vest,

scaled so that 100% of the EPS Rights vest if Synlait Milk Limited’s EPS over the assessment period equals the Board

approved EPS target plus 10%.

For either performance hurdle to be met, Synlait Milk Limited’s TSR must be positive over the assessment period. No

exercise price is payable upon exercise of a PSR, Synlait Milk Limited’s ordinary shares being delivered to a participant for

nil consideration. The LTI share scheme is an annual scheme with PSRs granted to Board approved participants each year,

noting however that the annual award is assessed over a three-year period.

105

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1177SShhaarree ccaappiittaall((ccoonnttiinnuueedd))

((bb))CCaappiittaall rriisskk mmaannaaggeemmeenntt

The Group's capital includes share capital, retained earnings and reserves.

The Group's policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain

future development of the business. The impact of the level of capital on shareholders' return is also recognised and the

Group recognises the need to maintain a balance between the higher returns that might be possible with greater gearing

and the advantages and security afforded by a sound capital position.

The Group is subject to various security ratios within the bank facilities agreement.

((cc))EEaarrnniinnggss ppeerr sshhaarree

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by

dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the

period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares

outstanding to include the effects of all potential dilutive shares.

Total basic EPS for the 2024 financial period was (83.31) cents (2023: (1.96) cents). Diluted EPS for the 2024 financial period

was (83.31) cents (2023: (1.96) cents). Weighted average shares outstanding for the 2024 financial period was 218,581,661

(2023: 218,581,661). Weighted average shares outstanding, adjusted for potentially dilutive shares for the 2024 financial

period was 219,187,046 (2023: 219,251,184).

1188SShhaarree bbaasseedd ppaayymmeennttss

((aa))LLTTII sshhaarree sscchheemmee

Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which are settled in cash (PSRs issued

during the 2023 financial year and prior: settled, and will continue to be settled, through conversion into ordinary shares) in

three financial years' time provided performance hurdles have been met during the assessment period (the date of award

of the PSRs plus three financial years). The number of PSRs granted to participants is set at one quarter of their base salary

divided by Synlait Milk Limited’s share price on the date of the award of the PSRs.

The PSRs consist of 50% Total Shareholder Return Rights (“TSR Rights”) and 50% Earnings Per Share Rights (“EPS Rights”).

The vesting for both TSR Rights and EPS Rights is determined in accordance with progressive vesting scales.

Synlait Milk Limited’s TSR must be greater than or equal to the 50th percentile of the constituents of the TSR Peer Group

over the assessment period for 50% of the TSR Rights to vest, scaled so that 100% of the TSR Rights vest if Synlait Milk

Limited’s TSR equals or exceeds the 75th percentile of the TSR Peer Group over the assessment period. The TSR Peer

Group is determined as at the date of award of the PSRs.

If Synlait Milk Limited’s EPS over the assessment period equals a Board approved EPS target, 50% of the EPS Rights vest,

scaled so that 100% of the EPS Rights vest if Synlait Milk Limited’s EPS over the assessment period equals the Board

approved EPS target plus 10%.

For either performance hurdle to be met, Synlait Milk Limited’s TSR must be positive over the assessment period. No

exercise price is payable upon exercise of a PSR, Synlait Milk Limited’s ordinary shares being delivered to a participant for

nil consideration. The LTI share scheme is an annual scheme with PSRs granted to Board approved participants each year,

noting however that the annual award is assessed over a three-year period.

105

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1188SShhaarree bbaasseedd ppaayymmeennttss((ccoonnttiinnuueedd))

The following table sets out the movement in LTI share scheme PSR’s during the year:

220022442023

Outstanding 1 August663377,,224477521,602

Granted during the year11,,005511,,333399462,634

Forfeited during the year((4499,,991133))(346,989)

Exercised during the year

---

Total

1

1,,663388,,667733637,247

During the period, no new ordinary shares were granted to participants of the LTI scheme. See note 17 for further detail.

During the year the Group amended its LTI share scheme to be settled in cash for all rights granted from 1 August 2023

onwards. All rights granted to 31 July 2023 will continue to be settled through the issue of ordinary shares.

The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte

Carlo simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded,

along with key assumptions, are listed below:

22002244 PPSSRRss22002233 PPSSRRss

Risk free rate%4.80%3.48

Volatility%46.81%35.00

Share price at entitlement date ($)1.613.27

Share price at grant date ($)0.443.26

Total value of options granted at grant date ($000's)16962

The estimated value of the PSRs is amortised over the vesting period from grant date. Cash settled PSRs which have vested

are remeasured at reporting date.

(

(bb))EExxppeennsseess aarriissiinngg ffrroomm sshhaarree bbaasseedd ppaayymmeenntt ttrraannssaaccttiioonnss

Total expenses arising from share based payment transactions recognised during the period as part of employee benefit

expense were as follows:

220022442023

$$''000000$'000

Expenses / (recoveries) for equity settled share based payment transactions3388441

Expenses / (recoveries) for cash settled share based payment transactions

11-

Total

3

388551

1199RReesseerrvveess aanndd rreettaaiinneedd eeaarrnniinnggss

((aa))RReettaaiinneedd eeaarrnniinnggss

Movements in retained earnings were as follows:

220022442023

$$''000000$'000

Balance 1 August332277,,778866332,078

Net loss for the year

((118822,,111111))(4,292)

Balance 31 July

114455,,667755327,786

106

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1188SShhaarree bbaasseedd ppaayymmeennttss((ccoonnttiinnuueedd))

The following table sets out the movement in LTI share scheme PSR’s during the year:

220022442023

Outstanding 1 August663377,,224477521,602

Granted during the year11,,005511,,333399462,634

Forfeited during the year((4499,,991133))(346,989)

Exercised during the year

---

Total

11,,663388,,667733637,247

During the period, no new ordinary shares were granted to participants of the LTI scheme. See note 17 for further detail.

During the year the Group amended its LTI share scheme to be settled in cash for all rights granted from 1 August 2023

onwards. All rights granted to 31 July 2023 will continue to be settled through the issue of ordinary shares.

The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte

Carlo simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded,

along with key assumptions, are listed below:

22002244 PPSSRRss22002233 PPSSRRss

Risk free rate%4.80%3.48

Volatility%46.81%35.00

Share price at entitlement date ($)1.613.27

Share price at grant date ($)0.443.26

Total value of options granted at grant date ($000's)16962

The estimated value of the PSRs is amortised over the vesting period from grant date. Cash settled PSRs which have vested

are remeasured at reporting date.

((bb))EExxppeennsseess aarriissiinngg ffrroomm sshhaarree bbaasseedd ppaayymmeenntt ttrraannssaaccttiioonnss

Total expenses arising from share based payment transactions recognised during the period as part of employee benefit

expense were as follows:

220022442023

$$''000000$'000

Expenses / (recoveries) for equity settled share based payment transactions3388441

Expenses / (recoveries) for cash settled share based payment transactions

11-

Total

3388551

1199RReesseerrvveess aanndd rreettaaiinneedd eeaarrnniinnggss

((aa))RReettaaiinneedd eeaarrnniinnggss

Movements in retained earnings were as follows:

220022442023

$$''000000$'000

Balance 1 August332277,,778866332,078

Net loss for the year

((118822,,111111))(4,292)

Balance 31 July

1

14455,,667755327,786

106

PAGE 105 & 106

ANNUAL REPORT 2024
19. RESERVES AND RETAINED EARNINGS (CONTINUED)FINANCIAL RISK MANAGEMENT

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

1199RReesseerrvveess aanndd rreettaaiinneedd eeaarrnniinnggss((ccoonnttiinnuueedd))

((bb))NNaattuurree aanndd ppuurrppoossee ooff rreesseerrvveess

((ii))Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow

hedging instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged

transactions that have not yet occurred.

((iiii))Employee benefits reserve

The current year movement in the employee benefits reserve of $0.4m (2023: ($0.1m)) is comprised of the cumulative share

based payment expense for share options not yet vested of $0.5m (2023: $0.2m), vesting / lapsing of rights during the

period of ($0.1m) (2023: ($0.2m)) and related movements in deferred tax balances of ($nil) (2023: ($0.1m)).

((cc))DDiivviiddeennddss

No dividends were declared by the Group during the year.

107

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt

The financial risk management section presents information about the Group’s financial risk exposures and the financial

instruments used to mitigate this. This section includes the following notes:

P

Paaggee

20Financial risk management109

21Financial instruments115

108

PAGE 107 & 108

ANNUAL REPORT 2024
20. FINANCIAL RISK MANAGEMENT20. FINANCIAL RISK MANAGEMENT (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2200FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, foreign

exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps and commodity

derivative contracts.

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and

commodity price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the

unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

The Group uses derivative financial instruments to hedge certain risk exposures.

MMaarrkkeett rriisskk

FFoorreeiiggnn eexxcchhaannggee rriisskk

The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars. The Group

is also exposed to foreign currency risk on the purchase of raw materials for production and capital equipment purchases

from overseas. The Group enters into derivative arrangements in the ordinary course of business to manage foreign

currency risk. These instruments include forward exchange contracts, option collars and vanilla options. These instruments

enable the Group to mitigate the risk the variable exchange rates present to future cash flows for sales receipts or

purchases by fixing or limiting the exchange rate at which these cash receipts or payments are exchanged into NZ dollars.

In relation to foreign exchange contracts that are entered into based on forecast cash receipts or payments, variability in

the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the risk of ineffectiveness

the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future the exposure exists

given the increasing uncertainty of cash flows. Additionally, the Group’s policy is that the proportion of risk exposure to be

hedged changes on a monthly basis in response to the movement in market rates.

As at 31 July 2024, the Group has hedged 42% of its exposure to forecast foreign exchange risk on USD sales. As at 31 July

2024, the Group has hedged 14% of its exposure to forecast foreign exchange risk on USD purchases. As at 31 July 2024,

the Group has hedged 58% of its exposure to forecast foreign exchange risk on AUD sales. The Group hedges foreign

exchange risk over the following 2 years from balance date.

IInntteerreesstt rraattee rriisskk

Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market interest

rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.

The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to fixed

interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based on forecast

debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate the risk of

ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future the

exposure exists given the increasing uncertainty of cash flows.

The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken. The policy

requires the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within 3 years, 20% to 60% of the

risk that matures between 3 and 5 years, and 0% to 40% of the risk that matures between 5 and 10 years.

CCoommmmooddiittyy PPrriiccee RRiisskk

Dairy commodity price risk is the risk of volatility in profit and loss from the movement in dairy commodity prices to which

the Group may be exposed. Volatility in global dairy commodity prices can have an adverse impact on the Groups earnings

and milk price by eroding selling prices and increasing input costs.

109

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2200FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt((ccoonnttiinnuueedd))

The Group primarily manages its dairy commodity price risk by:

Determining the most appropriate mix of products to manufacture based on the milk supply curve and global demand

for dairy products;

Governing the length and terms of sales contracts so that sales revenue is reflective of current market prices and is,

where appropriate, linked to Global Dairy Trade (GDT) prices; and

Using commodity derivative contracts to manage sales price volatility caused by fluctuations in GDT prices.

The Group has a Board approved treasury policy that sets the parameters under which commodity cover is to be taken,

including permitted derivative types and volume limits.

CCrreeddiitt rriisskk

The Group's exposure to credit risk is mainly influenced by its customer base and banking counterparties. The Group has a

credit policy in place under which each new customer is rigorously analysed for credit worthiness. Investments and

derivatives are only entered into with reputable financial banks.

The carrying amount of financial assets represents the Group's maximum credit exposure. The Group also retains all the

late payment risk in the derecognition of financial assets, as described in note 7.

Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.

LLiiqquuiiddiittyy rriisskk

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

liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk. The Group has

negotiated banking facilities sufficient to meet its medium-term facility requirements.

The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines of

credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.

MMaarrkkeett rriisskk

(i)FFoorreeiiggnn eexxcchhaannggee rriisskk

The Group’s exposure to foreign currency risk at the reporting date was as follows:


22002244

2023

UUSSDDAAUUDDEEUURRRRMMBBUSDAUDEURRMB

$$''000000$$''000000$$''000000$$''000000$'000$'000$'000$'000

Trade receivables7722,,99993322,,4400773366332200,,00119942,385-19-

Trade payables((11,,666699))((445533))((117733))((779900))(4,432)(269)(860)(471)

Working capital facility

((3333,,773355))----(40,023)---

Total

37,589

1,95419019,229(2,070)(269)(841)(471)

110

PAGE 109 & 110

ANNUAL REPORT 2024
20. FINANCIAL RISK MANAGEMENT (CONTINUED)20. FINANCIAL RISK MANAGEMENT (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2200FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt((ccoonnttiinnuueedd))

The Group's exposure to foreign currency in the period ended 31 July 2024 is limited to its sales of dairy products,

purchases of raw materials for production and capital equipment purchases. As at the reporting date, the Group had the

following foreign exchange derivative instruments outstanding in respect of future foreign currency transactions:


22002244 2023

WWeeiigghhtteedd

aavveerraaggee

eexxcchhaannggee rraattee

NNoommiinnaall

bbaallaannccee

Weighted

average

exchange rate

Nominal

balance

$$''000000$'000

UUSSDD

Exports

Less than 1 year00..66000077339911,,5500000.6301538,000

1 to 2 years00..66005599115500,,0000000.6007132,000

Imports

Less than 1 year00..66009944((1188,,779911))0.6349(35,260)

1 to 2 years------

Options

-----

Less than 1 year00..559911555,000--

1 to 2 years-----

AAUUDD

Exports

Less than 1 year00..991100881100,,777722--

EEUURR

Imports

Less than 1 year------

(ii)IInntteerreesstt rraattee rriisskk

As at the reporting date, the Group had the following interest rate swap contracts outstanding:


22002244 2023

WWeeiigghhtteedd

aavveerraaggee

iinntteerreesstt rraattee

NNoommiinnaall

bbaallaannccee

Weighted

average

interest rate

Nominal

balance

%%$$''000000%$'000

Less than 1 year%%44..33775500,,000000%4.2030,000

1 to 2 years%%44..44774455,,000000%3.5415,000

2 to 3 years%%44..77333355,,000000%3.5610,000

3 to 4 years%%44..77002200,,000000%--

The above balances include forward start swap contracts for various periods and do not necessarily reflect the current

active contracts held at any one point in time.

In managing interest rate risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.

Over the longer term, however, changes in interest rates will have an impact on profit.

111

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2200FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt((ccoonnttiinnuueedd))

(iii)SSeennssiittiivviittyy aannaallyyssiiss

The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of

changing interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the

financial instrument outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one input

whilst keeping the others constant.


PPoosstt--ttaaxx iimmppaacctt oonn tthhee

iinnccoommee ssttaatteemmeenntt

PPoosstt--ttaaxx iimmppaacctt oonn ccaasshh

ffllooww hheeddggee rreesseerrvvee ((eeqquuiittyy))

22002244

$$''000000

22002233

$$''000000

22002244

$$''000000

22002233

$$''000000


IInntteerreesstt rraatteess

100 basis point increase in interest rate((33,,880033))(3,431)775577285

100 basis point decrease in interest rate33,,8800333,431((778822))(290)

FFoorreeiiggnn eexxcchhaannggee rraatteess

5% increase in exchange rate((22,,440033))1751177,,33006633,751

5% decrease in exchange rate22,,665566(194)((1188,,995588))(37,288)

(iv)CCoommmmooddiittyy ddeerriivvaattiivveess

During the reporting period the Group entered into a small number of commodity derivative contracts to further support the

Group's existing financial risk management strategy. The movement in the fair value of the commodity derivatives is

included within the cash flow hedge reserve.

L

Liiqquuiiddiittyy rriisskk

The total repayments and associated maturity of financial liabilities as at balance date is reported below.

LLeessss tthhaann

1122 mmoonntthhss

BBeettwweeeenn 11

aanndd 22

yyeeaarrss

BBeettwweeeenn 22

aanndd 55

yyeeaarrss

OOvveerr 55

yyeeaarrss

TToottaall

$$''000000$$''000000$$''000000$$''000000$$''000000

AAss aatt 3311 JJuullyy 22002244

Working capital facility82,901---82,901

Trade and other payables257,896---257,896

Loans and borrowings287,265191,714--478,979

Derivative financial instruments8,3854,044409-12,838

Lease liabilities

6,3276,36720,63320,75254,079

TToottaall

642,774202,12521,04220,752886,693

AAss aatt 3311 JJuullyy 22002233

Working capital facility110,474---110,474

Trade and other payables280,954---280,954

Loans and borrowings133,333180,000--313,333

Derivative financial instruments26,862---26,862

Lease liabilities

5,2004,84813,79323,05246,893

TToottaall

556,823184,84813,79323,052778,516

112

PAGE 111 & 112

ANNUAL REPORT 2024
20. FINANCIAL RISK MANAGEMENT (CONTINUED)20. FINANCIAL RISK MANAGEMENT (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2200FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt((ccoonnttiinnuueedd))

CCaasshh ffllooww hheeddggeess

The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in

accounting policy section of this note.

HHeeddggiinngg iinnssttrruummeennttss uusseedd

iinn ccaasshh ffllooww hheeddggeess

NNoommiinnaall

aammoouunntt CCaarrrryyiinngg aammoouunntt

HHeeddggee

aaccccoouunntteedd

aammoouunnttss iinn

ccaasshh ffllooww

rreesseerrvvee

TToottaall ccaasshh

ffllooww hheeddggee

rreesseerrvvee

$$''000000

AAsssseettss

NNZZDD''000000

LLiiaabbiilliittiieess

NNZZDD''000000

IInnttrriinnssiicc vvaalluuee

NNZZDD''000000NNZZDD''000000

3311 JJuullyy 22002244

FFoorreeiiggnn eexxcchhaannggee rriisskk

Foreign exchange contracts

(USD)527,7093,245(11,922)(8,677)(8,677)

Foreign exchange contracts

(AUD)10,77211(61)(50)(50)

IInntteerreesstt rraattee rriisskk

Interest rate swaps (NZD) 50,000172(856)(684)(684)

CCoommmmooddiittyy pprriiccee rriisskk

Dairy commodity futures-

----

TToottaall

3,428(12,839)(9,411)(9,411)

3311 JJuullyy 22002233

FFoorreeiiggnn eexxcchhaannggee rriisskk

Foreign exchange contracts

(USD)634,71022,110(26,862)(4,752)(4,752)

IInntteerreesstt rraattee rriisskk

Interest rate swaps (NZD) 30,000656-656656

CCoommmmooddiittyy pprriiccee rriisskk

Dairy commodity futures-

----

TToottaall

22,766(26,862)(4,096)(4,096)

Hedging instruments are located within the derivative financial instruments line items in the statement of financial position,

classified as assets or liabilities, current or non-current.

113

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2200FFiinnaanncciiaall rriisskk mmaannaaggeemmeenntt((ccoonnttiinnuueedd))

220022442023

EEffffeeccttss ooff ccaasshh ffllooww hheeddggeess oonn

ssttaatteemmeenntt ooff ccoommpprreehheennssiivvee iinnccoommee

HHeeddggiinngg ggaaiinnss //

((lloosssseess))

rreeccooggnniisseedd iinn

ootthheerr

ccoommpprreehheennssiivvee

iinnccoommee

HHeeddggee

iinneeffffeeccttiivveenneessss

rreeccooggnniisseedd iinn

pprrooffiitt oorr lloossss

Hedging gains /

(losses) recognised

in other

comprehensive

income

Hedge

ineffectiveness

recognised in

profit or loss

$$''000000$$''000000$'000$'000

FFoorreeiiggnn eexxcchhaannggee rriisskk

Forward exchange contracts((44,,006622))--64,001-

IInntteerreesstt rraattee rriisskk

Interest rate swaps((11,,333399))--1,014-

CCoommmmooddiittyy pprriiccee rriisskk

Dairy commodity futures

----(603)(7)

TToottaall

((55,,440011))--64,412(7)

Hedge ineffectiveness is included within the finance expenses line of the income statement.

IImmppaacctt ttoo rreesseerrvveess iinn eeqquuiittyy

The impact of the Group's hedge accounting policies on the reserves in equity is presented in the table below:

H

Heeddggee rreesseerrvveess

22002244

$$''000000

2023

$'000

OOppeenniinngg bbaallaannccee

((22,,992244))(49,296)

Movements attributable to cashflow hedges:

Change in value of effective derivative hedging instruments((3333,,669944))20,646

Reclassifications to the income statement as hedged transactions occurred2288,,22993343,759

Tax (expense) / credit

1

1,,551111(18,033)

TToottaall mmoovveemmeenntt

((33,,889900))46,372

CClloossiinngg bbaallaannccee

((66,,881144))(2,924)

114

PAGE 113 & 114

ANNUAL REPORT 2024
21. FINANCIAL INSTRUMENTS (CONTINUED)21. FINANCIAL INSTRUMENTS

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2211FFiinnaanncciiaall iinnssttrruummeennttss

CCllaassssiiffiiccaattiioonn

The Group classifies its financial assets in three categories: at amortised cost, at fair value through other comprehensive income and at fair

value through profit or loss. The classification of financial assets depends on the business model within which the financial asset is held and

its contractual cash flow characteristics.

The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.

(i)Financial instruments at amortised cost

Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial assets for collecting cash flows

and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.

The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and other receivables as

financial assets measured at amortised cost, except for receivables from customers who participate in the Group's receivables purchase

agreements which are classified as financial assets measured at fair value through profit and loss (FVPL).

Financial liabilities are classified as measured at amortised cost using the effective interest method, with the exception of those classified at

fair value.

The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as financial liabilities measured

at amortised cost.

(ii)Financial instruments at fair value through other comprehensive income ("FVOCI")

The Group has elected to designate certain investments in equity instruments that are not held for trading as FVOCI at initial recognition

and to present gains and losses in other comprehensive income. Dividends earned from such investments are recognised in profit or loss.

(iii)Financial instruments at fair value through profit or loss ("FVPL")

Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI are classified as FVPL.

Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.

RReeccooggnniittiioonn aanndd mmeeaassuurreemmeenntt

The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument.

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchase or sell

the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not classified at fair value through

profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are

expensed in the profit and loss.

Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and foreign exchange gains or losses

are recognised in profit or loss. On derecognition, any gain or loss is recognised in profit or loss. Financial liabilities subsequently measured

at amortised cost are measured using the effective interest method.

Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in other comprehensive

income. Dividends earned from such investments are recognised in profit or loss.

Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.

A key judgement is the assessment that substantially all the risks and rewards of ownership have been transferred in the derecognition of

financial assets.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and

the Group has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.

115

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2211FFiinnaanncciiaall iinnssttrruummeennttss((ccoonnttiinnuueedd))

FFaaiirr VVaalluuee EEssttiimmaattiioonn

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

As the Group’s financial instruments, with the exception of retail bonds, are not traded in active markets their fair value is determined using

valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each

balance date.

All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13, with the exception of

the retail bonds, which are included in level 1. The retail bonds are listed instruments on the NZDX and the Group is satisfied there is

sufficient trading in these instruments to qualify as an active market.

The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date. The fair value of foreign

exchange option agreements is determined using forward exchange rates at balance date. The fair value of interest rate swaps is

determined using forward interest rates as at reporting date. The fair value of commodity derivatives is determined using NZX settlement

prices.

OOffffsseettttiinngg ffiinnaanncciiaall iinnssttrruummeennttss

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a current legally

enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the

liability simultaneously. There are master netting agreements in place for derivative financial instruments held, however these instruments

have not been offset in the statement of financial position as they do not currently meet the criteria for offset.

IImmppaaiirrmmeenntt ooff ffiinnaanncciiaall aasssseettss

The Group has adopted the expected credit loss ("ECL") model. For further detail please refer to note 7. The Group assesses whether there

is evidence that a financial asset or group of financial assets is impaired, with the exception of assets that are fair valued through profit or

loss. A financial asset or a group of financial assets can be impaired and the impairment losses are recognised in accordance with IFRS 9.

The Group continues to assess if historical and future objective evidence of impairment exists after the initial recognition of the asset.

DDeerriivvaattiivvee ffiinnaanncciiaall iinnssttrruummeennttss-- hheeddggee aaccccoouunnttiinngg

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, foreign exchange rate risk,

and commodity price risk including forward exchange contracts, interest rate swaps, and commodity derivative contracts.

Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are subsequently remeasured to fair

value at each reporting date. For derivatives measured at fair value, the gain or loss that results from changes in fair value of the derivative

is recognised in earnings immediately, unless the derivative is designated and effective as a hedging instrument. Hedges of highly probable

forecast transactions or hedges of foreign currency risk of firm commitments are designated as cash flow hedges by the Group.

The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the hedged item is 12 months

or less from balance date, or when cash flows arising from the hedged item will occur within 12 months or less from balance date. The full

fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than

12 months, and no cash flows will occur within 12 months of balance date.

(i)Hedge accounting

The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash flow hedges. Hedges of

risk on firm commitments and highly probably transactions are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item,

along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the

hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly

effective in offsetting changes in fair values or cash flows of the hedged item.

(ii)Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other

comprehensive income and accumulated as a separate component of equity in the hedging reserve. The gain or loss relating to the

ineffective portion and reclassification adjustments are recognised immediately in profit or loss, included in revenue for foreign exchange

instruments and commodity price derivatives, and finance costs for interest rate swaps.

Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification adjustment) in the periods when

the hedged item is recognised in profit or loss, in the same line as the recognised hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument expires or is sold,

terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss recognised in the hedging reserve at that

time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction

is no longer expected to occur, the cumulative gain or loss that was recognised in the hedging reserve is immediately recorded in profit or

loss.

116

PAGE 115 & 116

ANNUAL REPORT 2024
21. FINANCIAL INSTRUMENTS (CONTINUED)21. FINANCIAL INSTRUMENTS (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2211FFiinnaanncciiaall iinnssttrruummeennttss((ccoonnttiinnuueedd))

The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the intrinsic value as the

hedging instrument. The time value, including any gains or losses, is recognised in other comprehensive income until the hedged

transaction occurs and is recognised in profit or loss.

(iii)Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not

qualify for hedge accounting are recognised immediately in the income statement.

((aa))FFiinnaanncciiaall iinnssttrruummeennttss bbyy ccaatteeggoorryy

FFiinnaanncciiaall aasssseettss

AAtt aammoorrttiisseedd

ccoosstt

AAtt ffaaiirr vvaalluuee

tthhrroouugghh ootthheerr

ccoommpprreehheennssiivvee

iinnccoommee

AAtt ffaaiirr vvaalluuee

tthhrroouugghh pprrooffiitt

oorr lloossssTToottaall

$$''000000$$''000000$$''000000$$''000000

AAtt 3311 JJuullyy 22002244

Cash and cash equivalents10,273--10,273

Derivative financial instruments--3,4283,428

Trade and other receivables117,047-27,875144,922

Investments in equity

-1,860-1,860

TToottaall

127,3201,86031,303160,483

AAtt 3311 JJuullyy 22002233

Cash and cash equivalents9,290--9,290

Derivative financial instruments--22,76622,766

Trade and other receivables63,175-19,76682,941

Investments in equity

-935-935

TToottaall

72,46593542,532115,932

117

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2211FFiinnaanncciiaall iinnssttrruummeennttss((ccoonnttiinnuueedd))

FFiinnaanncciiaall lliiaabbiilliittiieess

AAtt aammoorrttiisseedd

ccoosstt

AAtt ffaaiirr vvaalluuee

tthhrroouugghh

pprrooffiitt oorr lloossssTToottaall

$$''000000$$''000000$$''000000

AAtt 3311 JJuullyy 22002244

Derivative financial instruments-12,83812,838

Working capital facility82,901-82,901

Lease liabilities54,079-54,079

Trade and other payables257,896-257,896

Loans and borrowings

478,055-478,055

TToottaall

872,93112,838885,769

AAtt 3311 JJuullyy 22002233

Derivative financial instruments-26,86226,862

Working capital facility110,474-110,474

Lease liabilities46,893-46,893

Trade and other payables280,954-280,954

Loans and borrowings

312,251-312,251

TToottaall

750,57226,862777,434

All derivative financial instruments are designated in effective hedge relationships.

For instruments held at amortised cost, carrying amount is considered a reasonable approximation for fair value, with

exception to the Retail Bond (the fair value of the Retail Bond is shown at note 15).

118

PAGE 117 & 118

ANNUAL REPORT 2024
OTHER22. INCOME TAX

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

OOtthheerr

This section contains additional information regarding the performance of the group during the financial year. This section

includes the following notes:

PPaaggee

22Income tax120

23Other investments123

24Related party transactions123

25Contingencies126

26Commitments126

27Events occurring after the reporting period126

28Other accounting policies 126

Auditor's report127

119

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2222IInnccoommee ttaaxx

Tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of the

statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity,

respectively.

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

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

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying

amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax

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

laws that have been enacted or substantively enacted by the reporting date.

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

the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the

extent that it is no longer probable that the related tax benefit will be realised.

New Zealand tax consolidated group

Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited and Synlait Milk

(Dunsandel Farms) Limited, form a tax consolidated group. The New Zealand Dairy Company Limited, Eighty Nine Richard

Pearse Drive Limited, Dairyworks Limited and Synlait Milk (Holdings) No.1 Limited are not members of the tax consolidated

group.

220022442023

$$''000000$'000

((aa))IInnccoommee ttaaxx ((eexxppeennssee)) // bbeenneeffiitt

CCuurrrreenntt ttaaxx eexxppeennssee::

Current tax on profit / (loss) for the year((1111))(2,354)

Current tax on prior period adjustments

22,,006622703

22,,005511(1,651)

DDeeffeerrrreedd ttaaxx eexxppeennssee::

Temporary differences6611,,5588995,063

Changes in tax rates and laws((55,,772288))-

Prior year adjustments((22,,227711))(447)

Change in estimate

---

TToottaall ddeeffeerrrreedd ttaaxx

5533,,5599004,616

IInnccoommee ttaaxx bbeenneeffiitt // ((eexxppeennssee))

5555,,6644112,965

((bb))RReeccoonncciilliiaattiioonn ooff eeffffeeccttiivvee ttaaxx rraattee

Profit / (loss) before income tax((223377,,775522))(7,257)

Income tax using the Group's domestic tax rate - 28%6666,,5577112,032

Tax exempt income889922772

Non-deductible costs

((66,,119911))(112)

6611,,2277222,692

Prior year adjustments((220099))256

Deferred tax credit relating to changes in tax rates and laws((55,,772288))-

Deferred tax credit relating to change in estimate---

Other tax effects for reconciliation between accounting profit and tax expense

33006617

((55,,663311))273

IInnccoommee ttaaxx eexxppeennssee

5555,,6644112,965

120

PAGE 119 & 120

ANNUAL REPORT 2024
22. INCOME TAX (CONTINUED)22. INCOME TAX (CONTINUED)

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2222IInnccoommee ttaaxx((ccoonnttiinnuueedd))

((cc))IImmppuuttaattiioonn ccrreeddiittss

22002244

$$''000000

2023

$'000

Imputation credits available directly and indirectly to the shareholders of the Group

8

877,,22668880,338

((dd))IInnccoommee ttaaxx rreeccooggnniisseedd iinn ootthheerr ccoommpprreehheennssiivvee iinnccoommee

The tax credit / (charge) relating to components of other comprehensive income is as follows:

BBeeffoorree ttaaxx

TTaaxx bbeenneeffiitt //

((eexxppeennssee))AAfftteerr ttaaxx

$$''000000$$''000000$$''000000

3311 JJuullyy22002244

Cash flow hedges

(5,401)1,511(3,890)

Other comprehensive income

(5,401)

1,511(3,890)

3311 JJuullyy22002233

Cash flow hedges

64,405(18,033)46,372

Other comprehensive income

64,405

(18,033)46,372

((ee))DDeeffeerrrreedd ttaaxxaattiioonn

22002244

$$''000000

2023

$'000

TThhee bbaallaannccee ccoommpprriisseess tteemmppoorraarryy ddiiffffeerreenncceess aattttrriibbuuttaabbllee ttoo::

AAsssseettss

Tax losses carried forward6666,,22448818,860

Other items44,,4422114,217

Derivatives22,,6655001,147

Lease liabilities

1155,,44885513,381

TToottaall ddeeffeerrrreedd ttaaxx aasssseettss

8888,,88004437,605

LLiiaabbiilliittiieess

Property, plant and equipment((6633,,220077))(74,702)

Intangible assets((1155,,330033))(6,134)

Right of use assets

((1100,,448811))(11,454)

TToottaall ddeeffeerrrreedd ttaaxx lliiaabbiilliittiieess

((8888,,999911))(92,290)

TToottaall ddeeffeerrrreedd ttaaxx

((118877))(54,685)

121

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2222IInnccoommee ttaaxx((ccoonnttiinnuueedd))

BBaallaannccee

11 AAuugg 22002222

RReeccooggnniisseedd

iinn pprrooffiitt oorr

lloossss

RReeccooggnniisseedd iinn

ootthheerr

ccoommpprreehheennssiivvee

iinnccoommee

RReeccooggnniisseedd

ddiirreeccttllyy iinn

eeqquuiittyy

PPrriioorr yyeeaarr

aaddjjuussttmmeenntt

MMoovveemmeenntt

rreellaattiinngg ttoo

ddiissccoonnttiinnuueedd

ooppeerraattiioonn

BBaallaannccee

3311 JJuullyy

22002233

$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000

Property, plant and equipment(61,501)(9,028)--(499)(3,674)(74,702)

Derivatives19,170-(18,033)--101,147

Other items3,990775-(5)104(647)4,217

Tax losses carried forward-18,860----18,860

Intangible assets(5,254)(5,498)--(22)4,640(6,134)

Right of use assets(6,750)(8,728)---4,024(11,454)

Lease liabilities

8,4799,078---(4,176)13,381

TToottaall

(41,866)5,459(18,033)(5)(417)177(54,685)

BBaallaannccee

11 AAuugg 22002233

RReeccooggnniisseedd

iinn pprrooffiitt oorr

lloossss

RReeccooggnniisseedd iinn

ootthheerr

ccoommpprreehheennssiivvee

iinnccoommee

RReeccooggnniisseedd

ddiirreeccttllyy iinn

eeqquuiittyy

PPrriioorr yyeeaarr

aaddjjuussttmmeenntt

MMoovveemmeenntt

rreellaattiinngg ttoo

ddiissccoonnttiinnuueedd

ooppeerraattiioonn

BBaallaannccee

3311 JJuullyy

22002244

$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000$$''000000

Property, plant and equipment(74,702)8,427--(97)3,165(63,207)

Derivatives1,147-1,511--(8)2,650

Other items4,217346--(300)1584,421

Tax losses carried forward18,86049,689--(2,301)-66,248

Intangible assets(6,134)(5,433)--427(4,163)(15,303)

Right of use assets(11,454)4,485---(3,512)(10,481)

Lease liabilities

13,381(1,654)---3,75815,485

TToottaall

(54,685)55,8601,511-(2,271)(602)(187)

((ff)) PPiillllaarr IIII ttaaxx rreeffoorrmm

The Organisation for Economic Co-operation and Development (OECD) has introduced GloBE Pillar Two model rules which

aim to implement a global minimum tax rate of 15 per cent across all jurisdictions.

The New Zealand Government has enacted legislation to implement the OECD Pillar Two Rules which are effective for the

Group from 1 August 2025. The Group has applied the exception to recognising and disclosing information about deferred

tax assets and liabilities related to Pillar Two income taxes.

The Group has undertaken a high-level assessment to determine the Group’s potential exposure to Pillar Two top-up taxes.

Based on the assessment, it is expected that the Group will satisfy the relevant criteria to rely on the Pillar Two transitional

safe harbour rules and is not expected to have exposure to Pillar Two top up taxes. The Group is continuing to monitor the

developments of the Pillar Two legislation in countries that the Group operates in and assess the impact of Pillar Two

legislation on its future financial performance.

122

PAGE 121 & 122

ANNUAL REPORT 2024
24. RELATED PARTY TRANSACTIONS (CONTINUED)23. OTHER INVESTMENTS

24. RELATED PARTY TRANSACTIONS

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2233OOtthheerr iinnvveessttmmeennttss

IInnvveessttmmeennttss iinn aassssoocciiaatteess

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest, and has

significant influence. Investments in associates are accounted for using the equity method and are measured in the statement of financial

position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to associates is included in the carrying

amount of the investment. Dividends reduce the carrying value of the investment.

IInnvveessttmmeennttss iinn jjooiinntt vveennttuurreess

The Group measures its interests in joint ventures where it does not hold significant influence over the ventures at either fair value through

profit and loss (FTPL) or fair value through other comprehensive income (FVOCI). The determination of the measurement basis is made on

an investment-by-investment basis. Investments where the Group holds significant influence are accounted for using the equity method and

are measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill

relating to joint ventures is included in the carrying amount of the investment. Dividends reduce the carrying value of the investment.

220022442023

$$''000000$'000

Equity securities111100110

Interest in joint venture

11,,775500825

TToottaall ootthheerr iinnvveessttmmeennttss

11,,886600935

During the period the Group invested a further $0.9m (2023: $0.8m) in AgriZero a public-private joint venture which has been established

to undertake a portfolio of investments that will help accelerate delivery of biological emissions tools to all New Zealand farmers. The Group

has committed to investing a further $1.8m in the joint venture. The Group has made a one-time irrevocable election to measure its interest

in the joint venture at FVOCI.

Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:

NNaammee ooff eennttiittyyCCoouunnttrryy ooff

iinnccoorrppoorraattiioonn

CCllaassss ooff

sshhaarreess

EEqquuiittyy hhoollddiinngg

220022442023

%%%

Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary110000100

The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary110000100

Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary110000100

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary225525

Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary110000100

Synlait Milk (Holdings) No.1 Limited (Subsidiary)New ZealandOrdinary110000100

Dairyworks Limited (Subsidiary)New ZealandOrdinary110000100

Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary110000100

Primary Collaboration New Zealand LimitedNew ZealandOrdinary117717

Primary Collaboration New Zealand (Shanghai) Co., LtdChinaOrdinary110000100

Centre for Climate Action Joint VentureNew ZealandOrdinary2

22

2244RReellaatteedd ppaarrttyy ttrraannssaaccttiioonnss

PPaarreenntt eennttiittyy

Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2023: 39.01%). Bright Dairy Holding

Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples' Republic of

China.

OOtthheerr rreellaatteedd eennttiittiieess

In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking

facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at

market rates.

123

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2233OOtthheerr iinnvveessttmmeennttss

IInnvveessttmmeennttss iinn aassssoocciiaatteess

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest, and has

significant influence. Investments in associates are accounted for using the equity method and are measured in the statement of financial

position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to associates is included in the carrying

amount of the investment. Dividends reduce the carrying value of the investment.

IInnvveessttmmeennttss iinn jjooiinntt vveennttuurreess

The Group measures its interests in joint ventures where it does not hold significant influence over the ventures at either fair value through

profit and loss (FTPL) or fair value through other comprehensive income (FVOCI). The determination of the measurement basis is made on

an investment-by-investment basis. Investments where the Group holds significant influence are accounted for using the equity method and

are measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill

relating to joint ventures is included in the carrying amount of the investment. Dividends reduce the carrying value of the investment.

220022442023

$$''000000$'000

Equity securities111100110

Interest in joint venture

11,,775500825

TToottaall ootthheerr iinnvveessttmmeennttss

11,,886600935

During the period the Group invested a further $0.9m (2023: $0.8m) in AgriZero a public-private joint venture which has been established

to undertake a portfolio of investments that will help accelerate delivery of biological emissions tools to all New Zealand farmers. The Group

has committed to investing a further $1.8m in the joint venture. The Group has made a one-time irrevocable election to measure its interest

in the joint venture at FVOCI.

Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:

NNaammee ooff eennttiittyyCCoouunnttrryy ooff

iinnccoorrppoorraattiioonn

CCllaassss ooff

sshhaarreess

EEqquuiittyy hhoollddiinngg

220022442023

%%%

Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary110000100

The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary110000100

Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary110000100

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary225525

Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary110000100

Synlait Milk (Holdings) No.1 Limited (Subsidiary)New ZealandOrdinary110000100

Dairyworks Limited (Subsidiary)New ZealandOrdinary110000100

Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary110000100

Primary Collaboration New Zealand LimitedNew ZealandOrdinary117717

Primary Collaboration New Zealand (Shanghai) Co., LtdChinaOrdinary110000100

Centre for Climate Action Joint VentureNew ZealandOrdinary22

2

2244RReellaatteedd ppaarrttyy ttrraannssaaccttiioonnss

PPaarreenntt eennttiittyy

Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2023: 39.01%). Bright Dairy Holding

Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples' Republic of

China.

O

Otthheerr rreellaatteedd eennttiittiieess

In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking

facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at

market rates.

123

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2244RReellaatteedd ppaarrttyy ttrraannssaaccttiioonnss((ccoonnttiinnuueedd))

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the "Akara" and "E-Akara" infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited. New Hope Innovation (Hong Kong) Trading Company

Limited is a related entity of Sichuan New Hope Nutritionals and is engaged in the import and export of dairy foods. Main

products include whole milk powder, skim milk powder and whey powder. The company is the Hong Kong arm of the

Chinese New Hope Dairy group, New Hope Dairy.

In May 2017 Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and Eighty

Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and canning

plant in Auckland, which was subsequently sold to Synlait Milk Limited. Eighty Nine Richard Pearse Drive Limited owned the

land and buildings at which the Auckland blending and canning which were sold in a sale and leaseback transaction in a

previous period. Both The New Zealand Dairy Company Limited and Eighty Nine Richard Pearse Drive Limited are now non-

trading entities.

In May 2019, Synlait Business Consulting (Shanghai) Co., Ltd was incorporated. The wholly owned foreign entity started

operations from 1 August 2019 and the principal activity of the entity is to provide services to assist Synlait to market

products in China.

On 1 August 2019, the Group acquired selected assets and liabilities of Talbot Forest Cheese Limited. The acquirer was a

newly incorporated company, Synlait Foods (Talbot Forest) Limited. The acquisition included a cheese manufacturing

plant located in Temuka, New Zealand, capable of manufacturing a variety of cheese products. On 31 December 2020,

Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited.

On 1 April 2020, the Group acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited specialises in the

processing, packaging, and marketing of dairy products, including cheese, butter, and milk powder.

On 3 August 2020 Synlait Milk (Holdings) No.1 Limited was incorporated for the purposes of holding newly acquired land

located adjacent to the Group's Dunsandel Operations. Synlait Milk (Holdings) No.1 Limited was previously known as Synlait

Milk (Dunsandel Farms) Limited.

On 25 May 2022 Synlait Milk (Dunsandel Farms) Limited was incorporated for the purposes of dairy farming operations on

land located adjacent to the Group's Dunsandel Operations.

K

Keeyy mmaannaaggeemmeenntt aanndd ppeerrssoonnnneell ccoommppeennssaattiioonn

Other than their salaries and bonus incentives, there are no other benefits paid or due to executive leadership team

members as at 31 July 2024. The total short-term benefits paid to the key management and personnel is set out below.

220022442023

$$''000000$'000

Short term benefits88,,1155777,095

Share based payments expenses(note 18)3388551

124

PAGE 123 & 124

ANNUAL REPORT 2024
24. RELATED PARTY TRANSACTIONS (CONTINUED)25. CONTINGENCIES

26. COMMITMENTS

27. EVENTS OCCURRING AFTER THE REPORTING PERIOD

28. OTHER ACCOUNTING POLICIES

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2244RReellaatteedd ppaarrttyy ttrraannssaaccttiioonnss((ccoonnttiinnuueedd))

((aa))OOtthheerr ttrraannssaaccttiioonnss wwiitthh kkeeyy mmaannaaggeemmeenntt ppeerrssoonnnneell oorr eennttiittiieess rreellaatteedd ttoo tthheemm

Information on transactions with key management personnel or entities related to them, other than compensation, are set

out below.

(i)Loans to directors

There were no loans to directors issued during the period ended 31 July 2024 (2023: $nil).

(ii)Other transactions and balances

Directors of Synlait Milk Limited own and control 0.0% of the voting shares of the company at balance date (2023: 2.4%).

(iii)Shareholder loan

On 14 July 2024, The Group obtained a loan from its majority shareholder, Bright Dairy, which was fully drawn as at 31 July

2024 of $130m (2023: $nil). The loan has been priced with interest payable at 8% per annum. The Group also has the

option to extend the term of the loan by 1 year. The loan was obtained for the purposes of allowing the Group to make

good on a $130m mandatory prepayment of debt which was originally due on 15 March 2024 and extended to 15 July

2024. A total of $0.6m of interest was accrued as payable at 31 July 2024.

((bb))TTrraannssaaccttiioonnss wwiitthh rreellaatteedd ppaarrttiieess

220022442023

$$''000000$'000

Purchase of goods and services

Bright Dairy and Food Co Ltd - Directors fees226633267

New Hope Innovation (Hong Kong) Trading Company Limited - reimbursement of costs---

Sale of goods and services

Bright Dairy and Food Co Ltd - sale of dairy products11,,8844991,807

Sichuan New Hope Nutritional Food Co. Ltd - sale of milk powder products---

New Hope Innovation (Hong Kong) Trading Company Limited - sale of milk powder

products---

((cc))OOuuttssttaannddiinngg bbaallaanncceess

The following balances are outstanding at the reporting date in relation to transactions with related parties other than key

management personnel:

220022442023

$$''000000$'000

Current receivables (payables)

Bright Dairy and Food Co Ltd - sale of milk powder products--609

Bright Dairy and Food Co Ltd - reimbursement of costs((889900))(1,118)

Bright Dairy and Food Co Ltd - interest payable((556699))-

Sichuan New Hope Nutritionals Ltd - sale of milk powder products---

Sichuan New Hope Nutritionals Ltd - other costs---

125

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2255CCoonnttiinnggeenncciieess

No significant contingent liabilities are outstanding at balance date (2023: $nil).

2266CCoommmmiittmmeennttss

((aa))CCaappiittaall ccoommmmiittmmeennttss

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

220022442023

$$''000000$'000

Pokeno modifications--745

Major operational capital expenditure22,,666666-

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have

been included as work in progress.

2277EEvveennttss ooccccuurrrriinngg aafftteerr tthhee rreeppoorrttiinngg ppeerriioodd

Settlement with The a2 Milk Company

Refer to the "Material events and other significant items" section of these notes for further information.

Equity Placement

Refer to the "Material events and other significant items" section of these notes for further information.

Refinancing

Refer to the "Material events and other significant items" section of these notes for further information.

Completion of North Island strategic review

Refer to the "Material events and other significant items" section of these notes for further information.

2288OOtthheerr aaccccoouunnttiinngg ppoolliicciieess

CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss

Cash and cash equivalents comprise cash balances and call deposits.

GGooooddss aanndd SSeerrvviicceess TTaaxx ((GGSSTT))

The profit and loss components of the statement of comprehensive income have been prepared so that all components are

stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

126

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2255CCoonnttiinnggeenncciieess

No significant contingent liabilities are outstanding at balance date (2023: $nil).

2266CCoommmmiittmmeennttss

((aa))CCaappiittaall ccoommmmiittmmeennttss

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

220022442023

$$''000000$'000

Pokeno modifications--745

Major operational capital expenditure22,,666666-

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have

been included as work in progress.

2277EEvveennttss ooccccuurrrriinngg aafftteerr tthhee rreeppoorrttiinngg ppeerriioodd

Settlement with The a2 Milk Company

Refer to the "Material events and other significant items" section of these notes for further information.

Equity Placement

Refer to the "Material events and other significant items" section of these notes for further information.

Refinancing

Refer to the "Material events and other significant items" section of these notes for further information.

Completion of North Island strategic review

Refer to the "Material events and other significant items" section of these notes for further information.

2288OOtthheerr aaccccoouunnttiinngg ppoolliicciieess

CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss

Cash and cash equivalents comprise cash balances and call deposits.

GGooooddss aanndd SSeerrvviicceess TTaaxx ((GGSSTT))

The profit and loss components of the statement of comprehensive income have been prepared so that all components are

stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

126

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2255CCoonnttiinnggeenncciieess

No significant contingent liabilities are outstanding at balance date (2023: $nil).

2266CCoommmmiittmmeennttss

((aa))CCaappiittaall ccoommmmiittmmeennttss

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

220022442023

$$''000000$'000

Pokeno modifications--745

Major operational capital expenditure22,,666666-

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have

been included as work in progress.

2277EEvveennttss ooccccuurrrriinngg aafftteerr tthhee rreeppoorrttiinngg ppeerriioodd

Settlement with The a2 Milk Company

Refer to the "Material events and other significant items" section of these notes for further information.

Equity Placement

Refer to the "Material events and other significant items" section of these notes for further information.

Refinancing

Refer to the "Material events and other significant items" section of these notes for further information.

Completion of North Island strategic review

Refer to the "Material events and other significant items" section of these notes for further information.

2288OOtthheerr aaccccoouunnttiinngg ppoolliicciieess

CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss

Cash and cash equivalents comprise cash balances and call deposits.

GGooooddss aanndd SSeerrvviicceess TTaaxx ((GGSSTT))

The profit and loss components of the statement of comprehensive income have been prepared so that all components are

stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

126

SSyynnllaaiitt MMiillkk LLiimmiitteedd

NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss

FFoorr tthhee yyeeaarr eennddeedd 3311 JJuullyy 22002244

2255CCoonnttiinnggeenncciieess

No significant contingent liabilities are outstanding at balance date (2023: $nil).

2266CCoommmmiittmmeennttss

((aa))CCaappiittaall ccoommmmiittmmeennttss

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

220022442023

$$''000000$'000

Pokeno modifications--745

Major operational capital expenditure22,,666666-

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have

been included as work in progress.

2277EEvveennttss ooccccuurrrriinngg aafftteerr tthhee rreeppoorrttiinngg ppeerriioodd

Settlement with The a2 Milk Company

Refer to the "Material events and other significant items" section of these notes for further information.

Equity Placement

Refer to the "Material events and other significant items" section of these notes for further information.

Refinancing

Refer to the "Material events and other significant items" section of these notes for further information.

Completion of North Island strategic review

Refer to the "Material events and other significant items" section of these notes for further information.

2288OOtthheerr aaccccoouunnttiinngg ppoolliicciieess

CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss

Cash and cash equivalents comprise cash balances and call deposits.

G

Gooooddss aanndd SSeerrvviicceess TTaaxx ((GGSSTT))

The profit and loss components of the statement of comprehensive income have been prepared so that all components are

stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

126

PAGE 125 & 126

ANNUAL REPORT 2024


127


Independent auditor’s report

To the shareholders of Synlait Milk Limited

Our opinion

In our opinion, the accompanying financial statements of Synlait Milk Limited (the Company), including

its subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group

as at 31 July 2024, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

● the statement of financial position as at 31 July 2024;

● the income statement for the year then ended;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, comprising material accounting policy information and

other explanatory information.


Basis for opinion

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

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the area of a limited scope logistics benchmarking

review. The provision of this other service has not impaired our independence as auditor of the Group.

Material uncertainty related to going concern

We draw attention to the going concern note (pages 71 to 73) to the financial statements, which

indicates that the Group incurred a loss after tax for the year of $182.1m and operating cash outflows

of $47.2m and that its current liabilities exceed its current assets by $235.6m as at that date. $369.7m

of borrowings are classified as current liabilities and are due for repayment or refinancing within twelve

months from the date of these financial statements.

The ability of the Group to continue trading as a going concern is dependent on the completion of a

planned recapitalisation of the business on 1 October 2024, which includes an equity placement, the

successful execution of new banking facilities which mature on 1 October 2025,and the settlement of

the dispute and other matters with The a2 Milk Company. All of these events are interdependent and

need to occur contemporaneously. In addition, the Group’s ability to continue to access capital is

dependent on achieving the forecasted improvement in trading performance and a significant reversal

of milk supply cessations. These events and conditions, along with the other matters set forth in the

Going concern note, indicate that material uncertainties exist that may cast significant doubt on the

Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

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

our audit of the financial statements of the current year. These matters were addressed in the context




128


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. In addition to the matter described in the Material

uncertainty related to going concern section above, we have determined the matter described below to

be the key audit matter to be communicated in our report.

Description of the key audit matter How our audit addressed the key audit matter

Synlait impairment assessments

As outlined in note 1, a goodwill impairment test

was performed as at 31 January 2024 due to

impairment indicators at that time which resulted

in a $50.3m impairment in the Group’s half year

financial statements. As a result, no Synlait

goodwill remained on the statement of financial

position.

As at 31 July 2024 asset impairment indicators,

including the market capitalisation, multiple profit

downgrades and continued underutilisation of

the North Island plant, were evident. Asset

impairment testing was performed at both the

Synlait South Island and Synlait North Island

cash generating units (CGUs).

For the Synlait South Island CGU management

performed a value in use model, using a

discounted cash flow model, which indicated

sufficient headroom.

An independent third party valuation was

obtained for the Synlait North Island CGU which

indicated the recoverable amount from the value

in use model, on the basis of ceasing dairy

processing and refocusing on advanced

nutritional products which do not require raw

milk (consistent with the outcome of the strategic

asset review), was higher than the fair value less

cost to sell. However, the recoverable amount

from the value in use model was below the

carrying value of the assets indicating a further

$64.2m impairment for the Synlait North Island

CGU as at 31 July 2024.

The total impairment recognised for the year

ended 31 July 2024 therefore amounts to

$114.6m, the majority of this related to the

Synlait North Island CGU.

Given the materiality of the impairment

recognised for the Synlait North Island CGU,

impairment indicators for the Synlait South

Island CGU, and the significant level of

estimation and judgement applied in determining

key assumptions used the Synlait impairment

assessments is considered a key audit matter.

Our audit focused on assessing and challenging

the key assumptions used by management in their

impairment assessment.

Our procedures included the following:

● evaluated the appropriateness of the

identification of the Synlait CGUs against the

requirements of NZ IAS 36;

● compared the cash flows included in

management’s impairment model to the board

approved plans;

● assessed the Group’s forecasting accuracy by

comparing historical forecasts to actual

results;

● discussed with management the basis for the

cash flow forecasts and the key drivers of

change in the forecasts, including internal and

external factors;

● engaged our valuation expert to assist us with:

○ considering whether the valuation

methodology applied was appropriate;

○ assessing whether the discount rates and

long term growth rates used by

management and their advisors was

reasonable in the context of the forecasts

● tested the accuracy of the calculations in the

impairment models, and considered whether

the carrying amount of the CGU’s net assets

and allocation of corporate assets and costs

were correctly included and allocated

appropriately between the two CGUs in the

respective impairment assessments based on

cost drivers;

● evaluated the reasonableness of

management’s assumptions underpinning the

forecast cash flows including considerations

around the impact of The A2 Milk Company

settlement, cost of securing future milk supply

and the outcome of the strategic asset review

based on our understanding of the underlying

contractual terms, the Group and the industry;

● performed sensitivity analyses for the effect of

reasonably possible changes in key

assumptions on the impairment assessments;

and

● considered the appropriateness of disclosures

in the financial statements against the

requirements of NZ IFRS and IFRS.






PAGE 127 & 128

ANNUAL REPORT 2024



129


Our audit approach


Overview


Overall group materiality: $8,100,000, which represents

approximately 0.5% of total revenue.

We chose total revenue as the benchmark because, in our view, it is

a more stable benchmark than loss before income tax and is a

generally accepted benchmark.

Full scope audits were performed for two entities in the Group based

on their financial significance being Synlait Milk Limited and

Dairyworks Limited. Specified audit procedures and analytical review

procedures were performed on the remaining entities.

As reported above, in addition to the matter described under the

Material uncertainty related to going concern section of our report,

we have one key audit matter, being:

● Synlait impairment assessments


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and in aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Group, the accounting

processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report (but does not include the financial statements and our

auditor's report thereon). The other information we obtained prior to the date of this auditor’s report

comprised the information included in the annual report, excluding the Sustainability Report 2024,

which forms part of the Annual Report, but will be published at a later date.

Our opinion on the financial statements does not cover the other information and we do not and will

not express any form of audit opinion or assurance conclusion thereon.

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

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

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

misstated.




130


If, based on the work we have performed on the other information that we obtained prior to the date of

this auditor’s report, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

When we read the Sustainability Report 2024, if we conclude that there is a material misstatement

therein, we are required to communicate the matter to the Directors and use our professional

judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such

internal control as the Directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

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

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

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

This description forms part of our auditor’s report.

Who we report to

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

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Elizabeth Adriana

(Adri) Smit.

For and on behalf of:

Chartered Accountants

30 September 2024

Christchurch


PAGE 129 & 130

DIRECTORY
Registered and head office

1028 Heslerton Road

Rakaia, RD13

New Zealand

Contact us

+64 3 373 3000

info@synlait.com

synlait.com

You can also follow us on

Facebook and LinkedIn

Share register

Computershare Investor

Services Limited

Private Bag 92119

Auckland 1142

Level 2

159 Hurstmere Rd

Takapuna

Auckland 0622

0800 467 335

+64 9 488 8777

enquiry@computershare.co.nz

Auditor

PricewaterhouseCoopers

PwC Centre

Level 4, 60 Cashel Street

PO Box 13244

Christchurch 8013

New Zealand

+64 3 374 3000

pwc.co.nz

Synlait’s commitment to elevating people

and planet to the same level as profit was

recognised in June 2020 when it became

part of the B Corp™ community.

B Corp™ is a community of leaders driving

a global movement of people using

business as a force for good.

Certified B Corporations™ consider the

impact of their decisions on their workers,

customers, suppliers, community, and the

environment.

B Corp™ resonates strongly with Synlait’s

purpose of Doing Milk Differently For A

Healthier World.

B CORP™ CERTIFIED

ANNUAL REPORT 2024PAGE 131 & 132

---

FULL YEAR RESULTS
INVESTOR PRESENTATION

For the 12 months ended 31 July 2024

Annie McLaren and Andrew Lindsay,

Synlait Area Managers

FY24 KEY ACHIEVEMENTS
These steps forward will enable Synlait to focus on further lifting performance and returning to profitability.

Much-needed

balance sheet

reset delivered

North Island

strategic review

completed

Synlait and The

a2 Milk Company

settle disputes

Retaining milk

supply

Customer

growth continues

At a headline level the financial results are disappointing.

However, significant progress has been delivered on Synlait's business recovery.

Two-step plan

(shareholder loan and

equity raise) underpinned

by bank refinancing.

Operations to solely focus

on producing Advanced

Nutrition products which

do not require raw milk.

Resolved all disputes

subject to arbitration,

including those regarding

exclusivity, pricing, and

other matters.

Expansion into

South East Asia in

Advanced Nutrition,

Foodservice and

Consumer business units.

Balance sheet reset

enables competitive

advance rates and

additional one-off milk

price payments.

PAGE 2

RETAINING MILK SUPPLY
A critical next step in Synlait's business recovery. 

• Synlait has historically enjoyed high support from farmer suppliers. 2023 / 2024 has been a challenging season.

• A significant majority of Synlait's farmer suppliers issued cessation notices ahead of 31 May 2024. Submitting a cessation notice provides an

option, rather than a clear intention to sign with other processors. Regaining farmer suppliers' trust and confidence in Synlait is a top priority.

Competitive milk

price and stronger

advance rates

Recognising Synlait’s

impact on farmer

suppliers' businesses

Balance sheet

reset

TODAY WE ANNOUNCE ADDITIONAL PAYMENTS:

$0.05c / kg MS for North Island farmers

(supplying Synlait in the 2024 / 2025 season).

$0.20c / kg MS for new and existing South Island farmers who

commit to a future with Synlait without a cessation notice.

UNDERPINNED BY:

PAGE 3

FY24 KEY FINANCIALS
All comparisons are to FY23 and include the results of Dairyworks.

1 Refer to slide 6 for a reconciliation of adjusted NPAT and EBITDA.

2 Based on cash outflow for investing activities

2%

TOTAL GROUP REVENUE

$

1.64B

53%

CAPITAL EXPENDITURE

2

$

30.5M

33%

NET DEBT

$

551.6M

$88.0M

TOTAL GROUP GROSS PROFIT

$

56.0M

221%

OPERATING CASHFLOW

(

$

47. 2M)

$177.8M

TOTAL GROUP NPAT

(

$

182.1M)

$55.8M

ADJUSTED TOTAL GROUP NPAT

1

(

$

60.4M)

$94.8M

TOTAL GROUP EBITDA

(

$

4 .1M)

$40.5M

ADJUSTED TOTAL GROUP EBITDA

1

$

45.2M

4%

TOTAL AVERAGE MILK PRICE

$

8.11kgMS

5%

TOTAL BASE MILK PRICE

$

7. 8 3kgMS

PAGE 4

FINANCIAL
PERFORMANCE

Charles Fergusson

Director On-Farm Excellence, Business

Sustainability and Corporate Affairs

(Acting Chief Financial Officer

April to September 2024)

PAGE 5

SUMMARY OF SYNLAIT’S FY24 RESULT
Adjusted NPAT movement ($ millions)

FY23 Adjusted

NPAT

FY24 Adjusted

NPAT

Ingredients

Margin

Advanced

Nutrition Margin

Consumer Margin

Other Margin

& Income

SG&A Costs

Financing Costs

Income Taxes

(39.9)

(4.6)

(6.6)

11.8

(21.2)

10.2

(60.4)

Poor trading and operational performance combined with high interest costs drove a poor result.

INGREDIENTS

• Total gross profit ($39.9m) adverse to FY23.

• Sales volumes up 11,858 MT as the Enterprise

Resource Planning (ERP) system stabilisation

challenges from FY23 did not impact FY24,

resulting in $2.9m of benefit.

• Margin down ($42.8m) due to significantly lower

SMP/AMF lead bucket, adverse butter differentials,

unfavourable sales phasing, and adverse FX.

ADVANCED NUTRITION

• Total gross profit ($13.2m) adverse to FY23.

• Sales volumes up 2,345 MT to meet customer

demand, providing $5.9m of benefit.

• Margin down ($19.1m) due to softening of lactoferrin

market sales prices, inflationary pressure on

manufacturing costs, and short-term inefficiencies

as North Island production volumes scale up. This

is partially offset with the unfavourable effect on

lag pricing experienced in FY23 improving in FY24.

Inventory write down costs remain at elevated

levels across both years.

CONSUMER

• Total gross profit $3.1m favourable to FY23 driven

by strong performance at Dairyworks.

• Sales volumes were up 4,525 MT due to strong

execution by Dairyworks on its export strategy,

providing $2.2m of benefit.

• Margin up $0.9m due to the strong performance

by Dairyworks, mostly offset by the impact of lag

pricing on the fresh milk and cream business.

OTHER MARGIN & INCOME

• ($6.6m) adverse to FY23 because of less

favourable milk trading performance, a ($1.1m)

gross profit loss in the foodservice business, and

a reduction in other income.

FINANCING COSTS

• $21.2m increase in adjusted financing costs due

to higher debt levels and interest rates.

SG&A EXPENSES

• Adjusted SG&A costs were $11.8m favourable

to FY23, however unadjusted SG&A costs were

higher due to supply chain disruptions, higher

employee costs, and general cost increases.

Reconciliation of reported to adjusted NPAT and EBITDA ($ millions)

FY24FY23

2

Reported NPAT(182.1)(4.3)

Items affecting comparability¹:

Impairment of assets114.6-  

Supply chain and transaction costs25.21.9

Impact of improved product costing methodology²17.1(9.9)

Inventory losses resulting from ERP implementation7.0-  

ERP implementation costs-  6.8

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

Interest costs attributable to ERP implementation-  4.5

Legal settlement (Dairyworks)-  (2.0)

Tax impact of above items(42.2)0.2

Total NPAT adjustment121.7(0.3)

Adjusted NPAT(60.4)(4.6)

Total EBITDA adjustment49.3(5.0)

Reported EBITDA(4.1)90.7

Adjusted EBITDA45.285.7

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

operating expenses or revenue and will be inconsistent in amounts

and frequency, making it difficult to contribute to a meaningful

evaluation of Synlait's operating performance.

² FY23 adjusted NPAT has been restated as if the product costing

methodology had been applied consistently for both periods.

This has resulted in FY23 adjusted NPAT decreasing to a ($4.6m)

loss from a $2.5m profit. Refer to page 29 for further information.

(13.2)

3 .1

PAGE 6

INGREDIENTS PERFORMANCE
Sales volumes returned to normal levels after ERP and plant reliability challenges impacted FY23. Profitability

was down due to less favourable market pricing and adverse FX performance.

Performance ($)

Volumes (MT)

Sales

Revenue/MT

Closing

Inventory

Gross Profit/MT

Production

Costs/MT

132,481

108,856

120,714

6,235

6,074

5,256

122,330

108,010

120,643

6,018

5,831

5,368

8,457

5,531

5,311

217

243

(112)

FY22

FY23

FY24

FY22

FY23

FY24

Due to the change in product costing methodology, historical and current performance has been

normalised to ensure comparability and consistency of performance measures. Refer to slide 29 for

further information.

SALES PERFORMANCE

Revenue down 4% or $27m driven by:

• Overall lower commodity prices (also reflected through

lower costs per MT due to the lower milk price).

• Relative commodity prices (SMP lead, butter

differential).

• This was partially offset by 11,858 MT of additional

sales volumes as FY23 was impacted by ERP

stabilisation, plant reliability challenges, and higher

production of base powders.

• Furthermore, revenue benefitted from higher USD/

NZD spot and hedge rates.

GROSS PROFIT PERFORMANCE

Gross profit down 151% or $39.9m. Gross margin on a per

MT basis reduced 146%, impacted by:

• SMP lead bucket advantage – relative market prices

strongly favoured the SMP stream in FY22 and FY23.

The SMP stream was still favourable over the WMP

stream in FY24, but the return was less than in FY23

and FY22.

• Compared to AMF, butter (which Synlait does not

produce) was the more profitable use of cream.

• Synlait’s FY24 hedged rate was unfavourable

relative to the market rate.

• Lagged contracts – the impact from delivering

product linked to earlier pricing periods was

detrimental in FY24 whereas it was favourable

in FY23.

MANUFACTURING PERFORMANCE

Production volumes up 12% or 12,633 MT driven by: 

• Net milk processed up 3% or 2.6 million kgMS,

due to lower milk sales, improved plant reliability,

and slightly higher contracted milk volumes.

• More capacity to produce ingredients due

to lower Advanced Nutrition base powder

production in FY24.

BALANCE SHEET

Closing inventory was largely consistent year-on-year.

PAGE 7

ADVANCED NUTRITION PERFORMANCE
Margins were down due to a softening lactoferrin market and cost pressures relating to

manufacturing expenses.

Performance ($)

Volumes (MT)

Sales

Revenue/MT

Closing

Inventory

Gross Profit/MT

Production

Costs/MT

33,506

31,971

34,316

12,426

13,770

14,226

31,016

39,159

30,516

9,180

11,247

12,257

9,519

17,349

13,347

3,246

2,523

1,968

FY22

FY23

FY24

FY22

FY23

FY24

SALES PERFORMANCE

Revenue up 11% or $48m driven by:

• Overall sales volumes higher by 7% (2,345 MT)

due to the commissioning of recent upgrades at

Synlait’s North Island operations and customer

demand changes.

• Updated pricing which reflects recent significant

increases in materials and packaging prices.

• Offset by a softer lactoferrin market putting

pressure on pricing.

GROSS PROFIT PERFORMANCE

Gross profit down 16% or $13.2m driven by:

• Softer lactoferrin pricing due to high global supply

relative to demand.

• Cost pressures from manufacturing cost inflation as

well as short-term inefficiencies in production costs

as North Island production volumes scale up.

• Offset with increasing nutritional sales volumes

and lag pricing downsides improving versus FY23.

• Gross profit continued to be impacted by

significantly higher than normal levels of

inventory provisions and write-downs as well as

unfavourable FX.

MANUFACTURING PERFORMANCE

Production volumes down 22% or 8,643 MT driven by:

• FY23 seeing higher production of China label

product to transition between old and new

Chinese food safety standards.

• Improved working capital management which

drove a rebalancing of base powder inventories.

BALANCE SHEET

Closing work in progress and finished goods

inventories decreased 23% or 4,002 MT and was

driven by:

• The rebalancing of base powder inventories

driven by the completion of the SAMR

registration in FY23.

• Improved working capital management.

Due to the change in product costing methodology, historical and current performance has been

normalised to ensure comparability and consistency of performance measures. Refer to slide 29 for

further information.

PAGE 8

CONSUMER FOODS PERFORMANCE
Performance improvement driven by a well-managed Dairyworks business which delivered on its export strategy.

Performance ($)

Volumes (MT)

Sales

Revenue/MT

Closing Stock

Gross Profit/MT

Production

Costs/MT

59,786

56,999

61,524

5,172

5,767

5,475

52,894

53,753

58,023

4,839

5,283

4,977

1,423

1,846

1,484

333

483

497

FY22

FY23

FY24

FY22

FY23

FY24

Due to the change in product costing methodology, historical and current performance has been

normalised to ensure comparability and consistency of performance measures. Refer to slide 29 for

further information.

SALES PERFORMANCE

Sales revenue increased by $8m or 2% and was

driven by:

• Cheese sales volumes growing by 14% driven by

strong execution of Dairyworks’ export strategy,

while adjusting to consumer needs in a challenging

New Zealand market.

• The fresh milk and cream segment was largely

stable year-on-year, with revenues down slightly

due to a lower milk price in the period despite

higher sales volumes.

• Overall, softer commodity prices contributed to

revenue on a per MT basis decreasing by 5%

or $292.

GROSS PROFIT PERFORMANCE

Gross profit increased $3.1m or 11%. This was driven by:

• As noted strong performance at Dairyworks with

growth in overseas markets. Dairyworks generated

gross profit of $34.1m (FY23: $26.1m).

• The impact of Dairyworks’ improved performance

was brought down by poorer performance in the

fresh milk and cream business which was adversely

impacted by lag pricing. Fresh milk and cream

margin decreased by $5m to ($3.5m) (FY23: $1.5m).

MANUFACTURING PERFORMANCE

Production volumes up 4,270 MT or 8% driven by: 

• Dairyworks volumes increasing by 16% (FY24:

24,533 MT, FY23: 21,195 MT) driven by export

market growth.

• Fresh milk and cream production up 4% due to

higher demand.

BALANCE SHEET

Closing inventories were down 20% or 362 MT, driven

by changes in production and sales phasing and

improved working capital management.

PAGE 9

FOODSERVICE PERFORMANCE
Higher than expected start-up costs and a delayed ramp-up of production have impacted demand and

therefore performance.

Performance ($)

Volumes (MT)

Sales

Revenue/MT

Closing

Inventory

Gross Profit/MT

Production

Costs/MT

757

4,686

5,158

5,079

1,514

4,421

10,823

6,238

773

63

(5,665)

(1,158)

SALES PERFORMANCE

Sales revenue increased by $20m driven by:

• Sales volumes increasing by 3,929 MT as traction was

gained in the China market and initial sales made in

South East Asia.

GROSS PROFIT PERFORMANCE

Total gross profit was down $1.1m year on year, however

gross profit on a per MT basis increased by $4,507.

• Gross profit per MT increased due to the higher

volumes utilising more of the plant capacity.

• The decrease in overall gross profit despite higher

sales and production volumes was driven by

unfavourable fat pricing differentials adversely

impacting performance.

• Performance across both years was impacted by

production teething issues as volumes ramped up

to target run-rates. As production is still ramping up,

excess capacity has also affected performance across

both years.

MANUFACTURING PERFORMANCE

Production volumes were up 192% or 2,907 MT

driven by:

• Significantly higher sales volumes due to first

full year of production.

BALANCE SHEET

• Closing inventories finished 710 MT lower, driven

by a change in sales and production phasing.

Due to the change in product costing methodology, historical and current performance has been

normalised to ensure comparability and consistency of performance measures. Refer to slide 29 for

further information.

FY23

FY24

FY23

FY24

PAGE 10

Unadjusted SG&A and manufacturing costs increased by $4.7m and $12.0m, respectively. The recapitalisation
of the business and a customer related dispute resulted in SG&A costs remaining at higher levels through

FY24. Both SG&A and manufacturing costs were influenced by employee costs, Dairyworks' execution on its

export strategy, and supply chain disruptions which occurred in the year.

SG&A cost movement ($ millions)

Manufacturing cost movement ($ millions)

$4.7m total increase in SG&A costs

$12.0m total increase in manufacturing overhead costs

FY23

FY23

FY24

FY24

Employee &

Contractor costs

Consultancy, Legal

& transaction costs

Depreciation

Milk Supply

Distribution

Energy

Provisions

Other

Dairyworks

Repairs &


Maintenance

Employee &

Contractor costs

Other

Freight

Dairyworks

304.5

3.5

1.4

4.5

2.6

0.8

0.8

3.6

1.6

129.3

(1.4)

(1.8)

3.3

7.1316.5

134.0

SG&A COSTS

• Employee costs up $1.4m due to inflationary

wage increases, less capitalised labour, and the

commissioning of North Island plant upgrades.

• Consultancy, legal and transaction costs down

$1.4m driven by lower ERP-related consultancy,

however, consultancy costs remained high due to

a customer related dispute and the recapitalisation

process.

• Distribution costs up $0.8m driven by supply chain

disruptions, partially offset by lower detention and

demurrage which were substantial in FY23 due to

the ERP implementation issues.

• Net provisions movement of $1.6m in relation to

the supply chain disruptions offset by a reversal of

provisions taken in FY23 which did not crystalise.

• Depreciation up $0.8m driven by the new North

Island warehouse lease and temporary storage

costs relating to the North Island facility upgrades.

• Other of $1.8m reflects net reduction in other

business costs.

• Dairyworks up $3.3m due to across-the-board

impact of inflation, wage increases, and higher

sales volumes as Dairyworks executed on its export

growth strategy.

MANUFACTURING COSTS

• Employee costs (including independent contractors)

up $4.5m, driven predominately by annual wage

increases and higher North Island staffing as the

North Island plant upgrades were commissioned.

• Energy costs up $2.6m driven by higher North

Island production, higher energy prices and higher

emissions trading scheme unit costs.

• Milk Supply costs up $3.5m due to higher collection

costs as more milk was collected on farm and an

increase in premiums due to more farms becoming

Lead with Pride

TM

certified.

• Other comprised predominantly of across-the-board

cost increases.

• Repairs and maintenance $3.5m lower driven by a

rephasing of the major maintenance windows to align

to the milk curve and improved plant reliability.

• Freight costs down $5.8m due to sea freight prices

falling towards the end of FY23 as global congestion

eased.

• Dairyworks up $7.1m because of costs to support plant

upgrades and higher production and sales volumes.

SG&A AND MANUFACTURING COSTS

(3.5)

(5.8)

PAGE 11

CASH FLOW AND NET DEBT
Net debt ended 33% ($138.1m) higher than FY23 due to poor trading performance and significantly higher

interest costs.

FY22FY24

103.8

18.4

232.9

39.0

(47.2)

527.0

479.4

341.9

413.5

551.6

Net cash from operating

activities ($ millions)

Net debt

($ millions)

FY20FY20FY22FY21FY21FY24FY23FY23

Net debt movement ($ millions)

FY23


Net Debt

Operating

Cash Flow

FY24


Net Debt

CAPEX

Interest

Lease Payments

and Other

47.2

30.5

54.8

5.6

413.5

551.6

OPERATING CASH FLOWS

Operating cash flows decreased by $86.2m driven by:

• Poor trading performance resulting in FY24 unadjusted

EBITDA ending $94.8m lower than FY23.

• Working capital balances ending $45.9m higher than

FY23 driven primarily by timing differences in respect

of creditors and debtors, offset by lower inventories.

CAPITAL EXPENDITURE 

CAPEX down 53% driven by:

• Capital spend on major growth projects (North Island

upgrades, ERP implementation, and SAMR registration)

winding down.

• CAPEX now comprised primarily of operational and

enhancement CAPEX with short payback periods.

FINANCING COSTS

Higher financing costs contributed $54.8m to net debt. This

was driven by higher average debt levels over the course

of the year combined with higher financing costs.

• Financing costs are expected to reduce significantly in

FY25 upon completion of recapitalisation.

FINANCING CASH FLOWS AND NET DEBT

• Net debt increased $138.1m or 33% because of poor

trading performance and higher interest costs.

• Financing cash inflows increased by $58.1m (FY24:

$76.8m, FY23: $18.7m) primarily due to a $130m

shareholder loan from Bright Dairy to ensure short-

term liquidity.

BALANCE SHEET AND LEVERAGE

• Balance sheet metrics continued to deteriorate

in FY24, driven by poor trading performance and

higher finance costs.

• Synlait is targeting a net leverage ratio (senior

debt to EBITDA) of below 2.5x in FY25 through

completion of recapitalisation and improved

earnings.

PAGE 12

DEBT FACILITIES AND BANKING COVENANTS
Synlait has refinanced its banking facilities, adding three new banks to the syndicate. The refinance will be fully executed on 1 October 2024 upon receipt

of proceeds from the equity placement and settlement of the dispute with The a2 Milk Company.

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

Communications, China Construction Bank, HSBC, Industrial and Commercial

Bank of China, Kiwibank, and Rabobank. The new funding arrangements, which

peak at $450m, are comprised of:

• A working capital facility peaking at $160m (together with a $10m on-demand bilateral

facility).

• A revolving credit facility of $205m.

• A term loan facility of $75m.

All facilities (other than the on-demand bilateral facility) are seasonally adjusted with

step-downs and step-ups over the course of the facilities. The new facilities (other than

the on-demand bilateral facility) mature 12 months from the closing date of the refinancing

(expected to be 1 October 2024).

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

Covenants for the recently executed facilities agreement are:

• Total shareholder funds of no less than NZD $500m at all times.

• Working capital ratio of no less than 1.2x at all times for the period from 1 August 2024

to 31 March 2025 and no less than 1.5x at all times from 1 April 2025 to 31 July 2025.

• Interest coverage ratio of no less than 2.5x for the 31 July 2025 reporting date.

• Senior leverage ratio of no greater than 2.5x for 31 July 2025.

Shareholder loan

During 2024 Synlait obtained a $130m shareholder loan from Bright Dairy. The loan was

advanced to ensure that Synlait would meet a mandatory debt prepayment obligation of

$130m which fell due on 15 July 2024.

Synlait also has borrowings through retail bonds

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

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

While scheduled for 17 December 2024, repayment may occur earlier if bondholders

elect to exercise their right for early repayment upon change of control because of the

equity placement.

PAGE 13

CHANGE IN PRODUCT
COSTING METHODOLOGY

GOING

CONCERN

IMPAIRMENT OF

ASSETS

123

IMPORTANT INFORMATION REGARDING

THE FY24 FINANCIAL STATEMENTS

Our financial statements have been prepared on a

going concern basis.

However, readers should be cautioned that a

material uncertainty will continue to exist in respect

of Synlait’s ability to refinance 12 months from now.

To ensure Synlait can refinance in the future, Synlait

will need to deliver against its financial forecasts

through improved trading performance and ensure

that a sufficient level of milk supply ceases are

removed to safeguard the viability of Synlait's South

Island operations.

Refer to the “Going concern” section of the notes to

the FY24 financial statements for further information.

During the year, we recognised a total non-cash

impairment charge of $114.6m against our long-

term assets. The impairment charge has been

driven by a revised view of future demand phasing

and continued underutilisation of our North Island

facilities. Refer to note 1 of the FY24 financial

statements for further information.

We implemented a new product costing

methodology during the year which aims to support

better decision making around product mix and

asset utilisation. The new methodology reflects a

cost of production specific to the cost base of the

asset used in production and has resulted in a non-

cash one-off gross margin impact of ($17.1m) in the

current year. Refer to slide 29 for further information

on the change.

Gross profit amounts throughout this presentation

have been amended to ensure comparability with

current year amounts.

PAGE 14

Grant Watson
Chief Executive Officer

BUSINESS

UPDATE

PAGE 15

ADVANCED NUTRITION
LEADERSHIP

• Advanced Nutrition continues to be a strategic

product category. It is overseen by the revenue

team established in the second half of FY24, led

by Chief Revenue Officer Naiche Nogueira.

BUSINESS DEVELOPMENT


• A range of dairy and non-dairy hybrid nutrition

products continue to be exported to Asia Pacific

markets, packaged in various can and flexible

material formats.

• It has been a challenging year for lactoferrin,

with global demand and pricing softening. Synlait

is developing further sales opportunities through

newly established customer relationships.

• Synlait piloted a new range of nutritional base

powders called Nutrabase™. These are Early

Life and Adult Nutrition base powders in 25kg

bags, which will expand Synlait’s market offering

and accelerate customer growth in South East

Asia and China. Discussions with prospective

customers continue to progress positively.

Formulated powders in bulk or consumer-ready format and specialty nutritional ingredients

that Synlait customers sell to consumers.

FY25 FOCUS

• Following the dispute resolution, Synlait is

committed to partnering with The a2 Milk

Company to explore future opportunities in the

infant formula market.

• Trials and audits to produce customer-specific

Early Life Nutrition infant formula base powders

for Asia Pacific markets are progressing. Synlait

is preparing to supply these products in FY25.

• Synlait continues to expand its Essential Nutrition

portfolio and explore adjacent nutritional

categories in response to customer and

consumer needs within strategic markets.

A new range of nutritional base powders called Nutrabase™ is being introduced.

This is a concept, which the Synlait team are testing in market.PAGE 16PAGE 16

INGREDIENTS
LEADERSHIP

• Ingredients is now overseen by the revenue team

established in the second half of FY24, led by

Chief Revenue Officer Naiche Nogueira.

BUSINESS DEVELOPMENT


• In FY24, Synlait announced a five-year co-

investment partnership with Nestlé. This

partnership supports farmer suppliers with on-farm

sustainability activities. Synlait is exploring new

business opportunities within this partnership.

• Using an online sales platform, Nui Market, has

provided the opportunity for continued growth

and connection with a broad range of ingredient

customers.

Bulk milk powder and other bulk products sold to manufacturers who use them in a range

of applications.

FY25 FOCUS

• Continue to optimise and customise Synlait’s

product portfolio, which supports a reduction in

manufacturing complexity.

• Development of a suite of sales collateral to

support increased product sales.

Synlait farmer suppliers Gary and Rowan Michael on

farm at Nestlé partnership launch.PAGE 17PAGE 17

FOODSERVICE
PAGE 18

BUSINESS DEVELOPMENT

• Sales ramp-up efforts were supported by

increased brand recognition via e-commerce,

trade expos, and social media activity.

• Synlait launched UHT Whipping Cream in South

East Asia in Q4 through a distribution partnership

with Uhrenholt. The initial market response has

been positive.

FY25 FOCUS

• Launch of the next generation of whipping cream.

• Continuing to work with Synlait’s distribution

partnerships to support volume growth in China

and South East Asia.

Functional UHT cream is sold to customers who turn it into finished products for out-of-home

consumption at bakeries, cafés, beverage chains etc.

Synlait and Joyhana received the Excellent Exhibitor Award

at the China International Import Expo (October 2023).

Synlait has partnered with Uhrenholt to launch

UHT Whipping Cream into South East Asia.PAGE 18PAGE 18

CONSUMER
A range of fresh milk, cream and cheese products continues to be produced and sold

under the Dairyworks, Rolling Meadow and Alpine brands.

DAIRYWORKS SALE UPDATE

• Dairyworks is a high-value business, and

the Board and Management are committed

to ensuring the best possible return for

shareholders.

• While Synlait received interest in the business

from several parties, a binding offer did not

materialise at an acceptable level. Although

Synlait may consider compelling offers, the sale

process no longer remains formally open.

BUSINESS DEVELOPMENT


• Rolling Meadow brand relaunch increased brand

awareness and product sales in the New Zealand

market.

• 85% of packaging transitioned to recyclable

packaging, the remaining 15% is to transition

during FY25.

• Recent capital investment projects are delivering

positive benefits through enhanced food quality,

production efficiencies, and an increased focus

on health and safety.

MARKET DEVELOPMENT – AUSTRALIA

• New supply agreements are in place with key

Australian partners. The first orders shipped in

the second half of FY24, and the partnerships will

deliver 10% incremental volume growth in FY25.

• Woolworths Australia’s base volumes continue

to grow. In FY25, additional product lines will be

added to the everyday cheese range.

• Supply terms have been agreed with a major

trans-Tasman retailer resulting in new activity

launching in early FY25.

MARKET DEVELOPMENT – SOUTH EAST ASIA

• Products are now sold in Thailand via a local

retailer partnership, creating a platform for

ongoing supply in this market.

• Ongoing Vietnam engagement resulted in the

signing of a distributor agreement.

• Significant regulatory activity occurred in the

Philippines. Dairyworks is preparing to launch

foodservice products in this market in FY25. 

Dairyworks mascot ‘Woogie’ appears during the New Zealand Trade and

Enterprise ‘Made with Care in NZ’ event in Malaysia (July 2024).

New Rolling Meadow branding launched in 2024.

PAGE 19PAGE 19

ON-FARM EXCELLENCE
Synlait manages approximately 4% (84.5 million kgMS) of New Zealand’s milk supply and ended the FY24

season with 274 farmer suppliers.

SECURING MILK SUPPLY

• A significant majority of the company’s farmer

suppliers issued cessation notices ahead of 31

May 2024.

• Submitting a cessation notice provides an option,

rather than a clear intention to sign with other

processors. Synlait is committed to regaining

farmers’ support and retaining milk supply.

• Today Synlait announces two additional payments:

• $0.05c/kgMS to North Island farmers.

• $0.20c/kgMS for new and existing South

Island farmers who commit to a future with

Synlait without a cessation notice.

NORTH ISLAND STRATEGIC REVIEW

• The review found the processing of milk at Pōkeno

is not commercially viable. The facility is now

focused on high value Advanced Nutrition products.

• Open Country is now collecting and processing

North Island farmers’ milk until the end of their

contracts. This enables Synlait to ensure farmers

will receive all of their entitlements.

LEAD WITH PRIDE

TM

• Several changes were made to refresh Lead

With Pride

TM

to better meet farmer and customer

requirements going forward.

• Both Synlait-owned dairy farms achieved Lead

With Pride

TM

certification, joining over 75% of

Synlait’s farmer suppliers who are part of the

programme.

WORLD-CLASS ON-FARM SERVICE

• Five-year partnership with Nestlé to support on-

farm sustainability.

• New Farmlands partnership which saved farmers

over $1.5 million in FY24.

SYNLAIT FARMER LEADERSHIP TEAM

• Partnership in place for 18 months.

• Serving as a valuable conduit between Synlait

and farmer suppliers.

Nicky Halley, Farm Operations Manager, and the Dunsandel farm

team received Lead With Pride

TM

certification.PAGE 20PAGE 20PAGE 20

REFRESHED SUSTAINABILITY STRATEGY
Synlait’s sustainability strategy was refreshed in FY24. A further update will be provided in the Sustainability Report which will be released in November 2024.

RIGHT TO PLAY

OUR STRONG FOUNDATIONS

AMBITION

TO FY29

KEY ENABLERS

OF EXECUTION

Business

commitment

Integrated sustainability

throughout all

Synlait functions

Lead With Pride™

Whakapuāwai

Customer

relationships

World-class

manufacturing

and supply chain

Sustainability progress,

reporting and credentials

-30% GHG on-farm

per kgMS by FY29

Regenerative

agriculture and

soil health

100% of product packaging reusable,

recyclable or compostable

Natural ecosystems

and biodiversity

Value chain – balanced nature,

climate, financial procurement

-45% GHG absolute

Scope 1 and 2 by FY29

Water

stewardship

Lead With Pride

TM


farmer leadership

Science-based nature targets

for water, biodiversity and soil

-20% water use and

N discharge by FY29

B Corp™

B Corp™

Score of 105

Roadmap to net

zero emissions

Mentally safe environment

for our people to thrive

Whakapuāwai ecological

centre of excellence

99% of non-hazardous waste

diverted from landfill by FY29

Value chain

collaboration

RIGHT TO WIN

OUR COMPETITIVE ADVANTAGE MODELS

OUR OPPORTUNITIES

RESPONDING TO OUR CUSTOMERS

LEAD WITH

PRIDE™

3

B CORP™

CERTIFICATION

7

NATURE

LEADERSHIP

4

BEST IN CLASS

CUSTOMER MANAGEMENT

6

LOW CARBON

MILK

5

FARMER SUPPLIER

BUSINESS RESILIENCE

SUPPORT

2

SPECIALTY

MILK PREMIUMS

1

WHAKAPUĀWAI

8

CO2

CO2

PAGE 21

Grant Watson
Chief Executive Officer

OUTLOOK

UPDATE

Nicky Halley, Synlait Farms Operations Manager and

Andrew Lindsay, Synlait Area Manager

PAGE 22

BUSINESS RECOVERY | AREAS OF FOCUS
Synlait’s balance sheet must be further deleveraged.

Working capital management has improved, however,

significant opportunity still exists.

DELEVERAGING AND IMPROVING

WORKING CAPITAL

1

Synlait has excess production capacity relative to softening

global demand. Accelerating Advanced Nutrition and

Foodservice business development remains a key priority.

RETAINING MILK SUPPLY AND

ACCELERATING VOLUME GROWTH

2

Optimising manufacturing, quality and supply chain cost

performance is a key priority to getting Synlait back to

profitability.

IMPROVING TRADING AND

OPERATIONAL PERFORMANCE

3

Target EBITDA improvement from volume and performance initiatives of

$45 million per annum by the end of FY26.*

Targeting 20,000 MT of volume growth in Synlait

value add products by the end of FY26.*

Targeting net debt between $200 and $250

million by the end of FY25.

* Assumes no change in underlying business from current strategy.

PAGE 23

FULL YEAR 2025 GUIDANCE
Synlait’s business recovery plan focuses on three key areas:

1. Deleveraging and improving working capital.

2. Retaining milk supply and accelerating volume growth.

3. Improving trading and operational performance.

At the end of the full-year 2024 (FY24) and the start of the full-year 2025 (FY25), the Board and Management took a number of steps to deliver a much-needed balance

sheet reset for Synlait and reduced debt to more manageable levels. Shareholders voted to approve a $130 million shareholder loan from Bright Dairy and the issuance of

approximately $217.8 million of new equity capital.

As the company enters FY25, the Board and Management are focused on accelerating volume growth in Synlait’s Advanced Nutrition and Foodservice businesses and

optimising operational performance. Synlait's ability to achieve a successful refinance of its banking facilities one year from now will require a marked improvement in

trading performance and retained milk supply (through a reduction in farmer supplier cessations).

The Board and Management are committed to further resetting Synlait and are focused on continuing to deliver the next steps of the company’s business recovery plan.

Given that this is Synlait’s immediate priority, the Board and Management will not provide a FY25 guidance statement at this time.

PAGE 24

Synlait bus arriving at Gary and Rowan Michael’s farm in Dunsandel.
PAGE 25

APPENDICES

MILK PRICEMILK POOL
RAW MILK PROCESSED

• Total average milk payment of $8.11 per kgMS.

• Average base milk price for 2023/24 season is

$7.83 per kgMS.

• Average incentive payment paid per kgMS for the

season was 28 cents per kgMS (2022/23: 27 cents per

kgMS) made up of incentives and winter milk payments.

• Forecast base milk price for the 2024/25 season is at

$8.60 per kgMS.

• South Island farmer suppliers account for 87% of Synlait's

2023/24 milk collections, with North Island farmer suppliers

making up the remaining 13%.

• The South Island milk pool grew by 0.9 million kgMS in the

2023/24 season despite having five fewer farms contracted.

Average production per farm was up 3.6% due to favourable

climate conditions. 2022/23: 220 South Island farms, 2023/24:

215 South Island farms. South Island supply pool has decreased

to 202 farms for the 2024/25 season.

• The North Island milk pool contracted by 0.4 million kgMS due

to four farms leaving the pool, partially offset by 2.7% higher

average production per farm. 2022/23: 63 North Island farms,

2023/24: 59 North Island farms. North Island supply pool has

decreased to 54 farms for the 2024/25 season.

• Lead With Pride™ certified farms grew to 213 in 2023/24

(2022/23: 210 farms). 78% of Synlait's milk suppliers are

certified.

$6.00

$8.00

200

250

$10.00

300

$4.00

100

150

$2.00

50

Average base milk price

IncentivesSouth Island

kgMS

North Island

kgMS

No. of South

Island Farms

No. of North

Island Farms

2019/202020/212021/222022/232023/24

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

90,000

kgMS


(thousands)

80.0

70.0

60.0

50.0

40.0

30.0

20.0

10.0

90.0

100.0

kgMS


(millions)

No. of

Farms

2019/202020/212021/222022/232023/24

$7.05$7.55$9.30$8.22$7.83

$7.30

$0.25

$7.82

$0.27

$9.59

$0.29

$8.49

$0.27

$8.11

$0.28

FY20FY21FY22FY23FY24

70,47282,73778,93476,00778,580

PAGE 26

KEY FINANCIAL METRICS
Gross profit per MT ($)*

EBIT per MT ($)

Return on capital employed

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

Debt/(debt + equity)

(825.9)

The above amounts have not been normalised.

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

1,043.5

650.1

725.1

307.7

253.2

FY21FY20FY22FY23FY24

FY21FY20FY22FY23FY24

12.5%

5.6%

2.7%

(1.5%)

(15.5%)

FY21FY20FY22FY23FY24

47.2%

30.0%

34.3%

47.5%

38.7%

625.1

288.2

156.2

(80.8)

FY21FY20FY22FY23FY24

41.4

17.6

(2.0)

(83.3)

(13.8)

FY21FY20FY22FY23FY24

3 .12.6

(132.9)

12.9

4.6

FY21FY20FY22FY23FY24

PAGE 27

GROSS PROFIT
PERFORMANCE BY CATEGORY

FY20FY21FY22FY23FY24

Sales Volume (MT)

Ingredients97,561125,914132,481108,856120,714

Advanced Nutrition52,87134,36233,50631,97134,316

Consumer44,81858,48359,78656,99961,524

Foodservice---7574,686

Subtotal195,250218,759225,773198,583221,240

Gross Profit ($M)

Ingredients11.4(21.4)28.826.4(13.5)

Advanced Nutrition182.799.6108.880.867.5

Consumer(1.5)8.919.927.630.6

Foodservice---(4.3)(5.4)

Subtotal192.68 7.1157.5130.579.2

Gross Profit ($/MT)

Ingredients116(170)217243(112)

Advanced Nutrition3,4552,8983,2462,5271,968

Consumer(33)152333484497

Foodservice---(5,665)(1,158)

Subtotal986398698657358

Revenue ($M)

Ingredients510635826661634

Advanced Nutrition594406416440488

Consumer132266309329337

Foodservice---424

Subtotal1,2361,3071,5511,4341,483

Historical and current performance has been restated to reflect performance as if the change in product costing methodology was applied consistently across all periods.

Note: Amounts not attributable to business units are not included in the above table.

PAGE 28

EXPLANATION AND NORMALISATION OF PRODUCT COSTING
To improve comparability and consistency the following table presents gross profit by Business Unit

normalised as if the new product costing methodology had been applied consistently across all periods.

During the period, the Group adopted a new improved product costing methodology which has been

determined to be a change in accounting estimate in accordance with NZ IAS 8 “Accounting Policies,

Changes in Accounting Estimates and Errors” and accounted for prospectively.

The previous methodology applied a level of overhead costs to ingredients products based on what

it would cost Synlait if it were a theoretical ingredient-only producer. Historically this level of overhead

cost was determined with reference to the cost structure in place in FY11 when Synlait was a single

dryer, ingredients-only operation, with adjustments applied for inflation and other direct cost increases.

The previous methodology also applied an underlying principle that most costs, outside of what it

would otherwise cost to produce ingredients, were introduced into the business to maximise output

and profitability of advanced nutrition products. Costs that would not be incurred as an ingredients-only

operation were mostly treated as existing for the purpose of producing advanced nutrition products.

Consequently, a significant portion of costs introduced to the business since 2011 were allocated to

advanced nutrition products.

The new methodology has been designed to reflect a cost of production specific to the cost base of the

asset used in that production. This has resulted in an increase in overhead costs attributed to ingredient

products (with a trivial change in costs attributed to consumer food and foodservice products), reflecting

Synlait utilising nutritional-grade facilities for ingredients production.

The primary aim of the new methodology is to support better decision making around product mix and

asset utilisation, thereby discouraging production of lower margin products.

The change in estimate has resulted in a significant one-off impact in the current financial period due to a

significantly higher level of overhead costs attributed to opening work-in-progress inventories of Advanced

Nutrition base powders. Moving forward the change in methodology will result in higher margins attributed

to Advanced Nutrition products, and lower margins attributed to ingredients products.

Because the change results in gross profit for reported current and prior periods being presented on an

inconsistent basis, gross profit and cost of sales amounts in this presentation have been normalised to

ensure performance is comparable.

Gross profitFY20FY21FY22FY23FY24

As previously presented

Ingredients31.314.557.554.6(12.2)

Advanced Nutrition172.845.073.857.049.0

Consumer0.010.521.329.030.6

Foodservice---(0.2)(5.3)

Total204.170.0152.6140.462.1

Normalised as if applied retrospectively

Ingredients11.4(21.4)28.826.4(13.5)

Advanced Nutrition182.799.6108.880.867.5

Consumer(1.5)8.919.927.630.6

Foodservice---(4.3)(5.4)

Total192.68 7.1157.5130.579.2

Normalisation adjustment

Ingredients(19.9)(35.9)(28.7)(28.2)(1.3)

Advanced Nutrition9.954.635.023.818.5

Consumer(1.5)(1.5)(1.4)(1.4)-

Foodservice---(4.1)(0.1)

Total(11.5)1 7.14.9(9.9)1 7.1

Excludes gross profit not attributable to business units (comprised primarily of margin on raw milk and cream sales,

income from dairy derivatives, and farms contribution).

PAGE 29

PAGE 30
DISCLAIMER

This presentation is intended to constitute a summary of certain

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

its full year 2024 financial results. It should be read in conjunction

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

previously released to the market by Synlait. This presentation is

not an offer or an invitation, recommendation or inducement to

acquire, buy, sell or hold Synlait’s shares or any other financial

products and is not a product disclosure statement, prospectus

or other offering document, under New Zealand law or any

other law.

This presentation is provided for information purposes only. The

information contained in this presentation is not intended to be

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

the investment objectives, financial situation or needs of any

particular investor. Investors should assess their own individual

financial circumstances and should consult with their own legal,

tax, business and/or financial advisers or consultants before

making any investment decision.

Any forward-looking statements and projections in this

presentation are provided as a general guide only based on

management’s current expectations and assumptions and

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

performance. Forward looking statements and projections involve

known and unknown risks, uncertainties, assumptions and other

important factors, many of which are beyond the control of

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

results, performance or achievements may differ materially from

those expressed or implied in this presentation. No person is

under any obligation to update this presentation at any time after

its release except as required by law and the NZX Listing Rules,

or the ASX Listing Rules.

Any forward-looking statements in this presentation are

unaudited and may include non-GAAP financial measures and

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

GAAP information) will have been prepared in accordance with,

nor is it intended to comply with: (i) the financial or other reporting

requirements of any regulatory body or any applicable legislation;

or (ii) the accounting principles or standards generally accepted

in New Zealand or any other jurisdiction, or with International

Financial Reporting Standards. Some figures may be rounded,

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

in this presentation. Some of the information in this presentation

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

a standardised meaning prescribed by GAAP and therefore may

not be comparable to similar financial information presented by

other entities. Non-GAAP financial information in this presentation

has not been audited or reviewed. Any past performance

information in this presentation is given for illustration purposes

only and is not indicative of future performance and no guarantee

of future returns is implied or given.

While all reasonable care has been taken in relation to the

preparation of this presentation, to the maximum extent permitted

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

made as to the accuracy, adequacy, reliability, completeness

or reasonableness of any statements, estimates or opinions or

other information contained in this presentation, any of which

may change without notice. To the maximum extent permitted

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

officers, employees, contractors, agents, advisors and affiliates

disclaim and will have no liability or responsibility (including,

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

loss or damage which may be suffered by any person through

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

presentation.

All values are expressed in New Zealand currency unless

otherwise stated.

All intellectual property, proprietary and other rights and interests

in this presentation are owned by Synlait.

Annie McLaren Area Manager on farm at Dunsandel
For more information contact:

Hannah Lynch

Head of Strategy & Corporate Affairs

+64 21 252 8990

hannah.lynch@synlait.com

---

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




NZX: SML

ASX: SM1



30 September 2024


Synlait Publishes FY24 Result; Deleveraging Delivered; $0.20c / kgMS

Payment To Retain Milk Supply


Synlait Milk Limited (Synlait) has announced its financial results for the 12 months ended 31 July 2024.


Synlait Chair George Adams commented: "Synlait’s story over the past 12 months has been

unprecedented, with the financial year best summarised by one word – deleveraging.”


“The Board’s decisions, and the changes implemented as a result, were driven by the need to reduce

Synlait’s debt to more manageable levels. A two-step plan, underpinned by a substantial bank

refinancing package, will see us achieve that tomorrow – Tuesday 1 October 2024.”


“FY24 had a long list of urgent challenges for Synlait. We can now confidently draw a line under

several of the difficulties faced and move onto the more important matters concerning running a

growing and viable business.”


Synlait CEO Grant Watson commented: “Synlait began FY24 with too much production capacity,

unsustainably high levels of debt, significantly higher interest rates, and sharply declining demand for

infant formula at a macro level. Although those challenges are evident in the year’s result, we begin

FY25 with new momentum and a stronger financial foundation.”


“Our future success depends on a strong, stable and competitive farmer base. Providing farmer

suppliers with compelling reasons to remove cessation notices is a top priority, ensuring we have the

secure milk supply to underpin our business recovery.”


“We have announced additional payments for our farmer suppliers to recognise how critical their milk

supply is to Synlait’s future. We hope these combined actions will accelerate cease notice

withdrawals.”


Retaining milk supply: one-off $0.20c / kg MS payment offered to South Island farmer suppliers


While Synlait has historically enjoyed a trusted relationship with its farmer suppliers, the company

acknowledges it now needs to work hard to regain confidence.


A significant majority of farmer suppliers issued cessation notices ahead of 31 May 2024. Submitting a

cessation notice provides an option, rather than a clear intention, to sign with other processors.


Farmers have been clear in their expectations of Synlait to reduce its debt levels while paying a

competitive milk price and strong advance rates.


To recognise the value of South Island farmers’ milk to the company’s future, Synlait is offering a one-

off $0.20c / kg MS payment to all South Island farms that:


 do not have a cessation notice in place on 31 May 2025; and


 are supplying milk to Synlait in the 2025 / 2026 season; and


 remain un-ceased until 31 August 2025.


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



The one-off payment will be based on milk solids supplied in the 2024 / 2025 season and will also be

made available to new suppliers.


North Island farmer suppliers will receive a one-off $0.05c / kg MS payment. This reflects a different set

of circumstances, namely that our prior period financial position prevented us from meeting

accelerated market advance rates and our discontinuation of processing raw milk at Pōkeno.


Synlait Director of On-Farm Excellence, Business Sustainability & Corporate Affairs Charles Fergusson

commented: “We are confident Synlait can return to a position of leadership in our industry – this

payment represents our commitment to farmers on that. We are energised to keep bringing our

farmers industry-leading value initiatives, while restoring our committed farmer base who want to share

in that future.”


FY24 key achievements


Material progress in FY24 will enable Synlait to focus on further lifting performance and returning to

profitability.


 Much-needed balance sheet reset delivered

Two-step plan (shareholder loan and equity raise) delivered underpinned by bank refinancing.


 Synlait and The a2 Milk Company settle disputes

Resolved all disputes subject to arbitration, including those regarding exclusivity, pricing, and

other issues.


 North Island strategic review completed

Operations to solely focus on producing Advanced nutrition products which do not require raw

milk.


 Customer growth continues

Expansion into South East Asia in Advanced Nutrition, Foodservice and Consumer business

units.


 Retaining milk supply

Balance sheet reset enables competitive advance rates and additional one-off milk price

payments.


FY24 key financials

1



During the year, Synlait recognised a total non-cash impairment charge of $114.6 million against its

long-term assets. The impairment charge has been driven by a revised view of future demand phasing

and continued underutilisation of the North Island facilities.

2



 Total Group revenue up 2% to $1.64 billion.


 Earnings before interest, taxes, depreciation, and amortisation (EBITDA) was ($4.1 million).

Adjusted EBITDA was $45.2 million.


 Net loss after tax was ($182.1 million). Adjusted net loss after tax was ($60.4 million).


 Total Group gross profit down 61% to $56.0 million.


 Operating cashflow down 221% to ($47.2 million).


1

All comparisons are to FY23 and include Dairyworks.


2

Refer to note 1 of the FY24 financial statements for further information.


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



 Capital expenditure down 53% to $30.5 million.


 Net debt up 33% to $551.6 million.


 Base milk price is $7.83 per kgMS for the 2023 / 2024 season. In addition, an average of

$0.28 per kgMS was paid for incentives, taking the total average milk payment to $8.11 per

kgMS.


Full Year 2025 guidance


Synlait’s business recovery plan focuses on three key areas:


1. Deleveraging and improving working capital


2. Retaining milk supply and accelerating volume growth


3. Improving trading and operational performance


At the end of the full-year 2024 (FY24) and the start of the full-year 2025 (FY25), the Board and

Management took a number of steps to deliver a much-needed balance sheet reset for Synlait and

reduced debt to more manageable levels. Shareholders voted to approve a $130 million shareholder

loan from Bright Dairy and the issuance of approximately $217.8 million of new equity capital.


As the company enters FY25, the Board and Management are focused on accelerating volume growth

in Synlait’s Advanced Nutrition and Foodservice businesses and optimising operational performance.

Synlait's ability to achieve a successful refinance of its banking facilities one year from now will require

a marked improvement in trading performance and retained milk supply (through a reduction in farmer

supplier cessations).


The Board and Management are committed to further resetting Synlait and are focused on continuing

to deliver the next steps of the company’s business recovery plan. Given that this is Synlait’s immediate

priority, the Board and Management will not provide an FY25 guidance statement at this time.


For more information contact:

Media

Jo Scott

Corporate Communications Lead

P: +64 21 883 123

E: jo.scott@synlait.com


Investors

Hannah Lynch

Head of Strategy & Corporate Affairs

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

Dear Synlait Shareholders
Synlait’s story over the past 12 months has been unprecedented, extraordinary, and historic, with the financial year

ended 31 July 2024 (FY24) best summarised by one word – deleveraging.

Your Board’s decisions and the changes implemented as a result were driven by the need to reduce Synlait’s debt

to more manageable levels. A two-step plan, underpinned by a substantial bank refinancing package, will see us

achieve that tomorrow – Tuesday 1 October 2024.

Our retail shareholders have been a central part of this journey, approving resolutions to deliver a $130 million

shareholder loan in July and, in September, raise circa $218 million in new equity. Without this support, we would

currently be writing a very different chapter in Synlait’s history.

Instead, we have the opportunity to support a productive, profitable and purposeful future for Synlait where we seek

to deliver value to all of the company’s stakeholders.

Our Annual Report and Investor Presentation detail our complete performance and progress over the past 12 months.

There is also a summary of FY24’s key achievements and financials below.

With deleveraging behind us, we can all focus on the next phase of Synlait’s business recovery plan and my

prediction is this year’s activity will be best summarised by a new word – delivering.

Thank you for your support, patience, and commitment to the Synlait story.

Yours sincerely

George Adams

Chair

SYNLAIT PUBLISHES FULL YEAR 2024 RESULT

All comparisons are against FY23 and include the results of Dairyworks which has been treated as a discontinued operation.
1 Refer to the Investor Presentation for a reconciliation of adjusted NPAT and EBITDA.

2 Based on cash outflow for investing activities.

FY24 KEY ACHIEVEMENTS

FY24 KEY FINANCIALS

These steps forward will enable Synlait to focus on further lifting performance and returning to profitability.

Much-needed

balance sheet

reset delivered

North Island

strategic review

completed

Synlait and The

a2 Milk Company

settle disputes

Retaining milk

supply

Customer

growth continues

At a headline level the financial results are disappointing.

However, significant progress has been delivered on Synlait's business recovery.

Two-step plan

(shareholder loan and

equity raise) underpinned

by bank refinancing.

Operations to solely focus

on producing Advanced

Nutrition products which

do not require raw milk.

Resolved all disputes

subject to arbitration,

including those regarding

exclusivity, pricing, and

other matters.

Expansion into

South East Asia in

Advanced Nutrition,

Foodservice and

Consumer business units.

Balance sheet reset

enables competitive

advance rates and

additional one-off milk

price payments.

2%

TOTAL GROUP REVENUE

$

1.64B

53%

CAPITAL EXPENDITURE

2

$

30.5M

33%

NET DEBT

$

551.6M

$88.0M

TOTAL GROUP GROSS PROFIT

$

56.0M

221%

OPERATING CASHFLOW

(

$

47. 2M)

$177.8M

TOTAL GROUP NPAT

(

$

182.1M)

$55.8M

ADJUSTED TOTAL GROUP NPAT

1

(

$

60.4M)

$94.8M

TOTAL GROUP EBITDA

(

$

4 .1M)

$40.5M

ADJUSTED TOTAL GROUP EBITDA

1

$

45.2M

4%

TOTAL AVERAGE MILK PRICE

$

8.11kgMS

5%

TOTAL BASE MILK PRICE

$

7. 8 3kgMS

---

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

Reporting Period 12 months to 31 July 2024

Previous Reporting Period 12 months to 31 July 2023

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

1,636,858 2% increase

Total Revenue 1,636,858 2% increase

Net profit/(loss) from

continuing operations

(182,112) 4,143% decrease

Total net profit/(loss) (182,112) 4,143% decrease

Interim/Final Dividend

Amount per Quoted Equity

Security

Not proposing to pay dividends.

Imputed amount per Quoted

Equity Security

Not applicable.

Record Date Not applicable.

Dividend Payment Date Not applicable.

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.13 $2.88

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the following accompanying documents:

 Full Year 2024 Annual Report (includes financial statements)

 Full Year 2024 Investor Presentation

Authority for this announcement

Name of person authorised

to make this announcement

Synlait CEO Grant Watson

Contact person for this

announcement

Synlait Head of Strategy & Corporate Affairs Hannah Lynch

Contact phone number +64 21 252 8990

Contact email address hannah.lynch@synlait.com

Date of release through

MAP

Monday 30 September 2024


Audited financial statements accompany this announcement.

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

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