DGL - 2024 Annual Report
DELEGAT GROUP LIMITED • ANNUAL REPORT 2024
LEADING
SUPER PREMIUM
A PLACE ON THE WORLD
STAGE AS A LEADER
IN SUPER PREMIUM
CAT EGORY GROW T H.
ONE OF THE WORLD'S MOST ADMIRED WINE BRANDS.
ACHIEVING THE HIGHEST RATE OF SALE GROWTH IN THE USA.
BECOMING THE MOST TRENDING WINE ON GOPUFF USA.
WINNING THE IMPACT BRAND AWARD, WITH
10 CONSECUTIVE YEARS OF GROWTH IN THE USA.
CONTENTS
2
3
5
13
22
25
27
28
29
30
32
35
73
76
89
96
Performance Summary
Financial Summary
Chair’s Report
Managing Director’s Report
Board of Directors
Directors’ Responsibility Statement
Statement of Financial Performance
Statement of Other Comprehensive Income
Statement of Changes in Equity
Statement of Financial Position
Statement of Cash Flows
Notes to the Financial Statements
Independent Auditor’s Report
Corporate Governance Statement
Other Disclosures
Directory
OPERATING
EBITDA
1
UP 7%
$128.5
MILLION
$56.9
MILLION
CASH FROM
OPERATIONS
DOWN 5%
$59.7
MILLION
OPERATING
NPAT
1
UP 1%
3.6
MILLION
GLOBAL CASE SALES
DOWN 2%
PERFORMANCE SUMMARY 2024
$31.4
MILLION
REPORTED
NPAT
DOWN 52%
1. Operating Performance is a non-GAAP measure and as such
does not have a standardised meaning prescribed by GAAP.
It may therefore not be comparable to non-GAAP measures
presented by other entities.
3
STEVEN CARDEN
MANAGING DIRECTOR
YEAR ENDED 30 JUNE20202021202220232024
Case Sales (000s)3,2773,1783,3603,6763,614
OPERATING PERFORMANCE
1
Operating Revenue
9
($m)302.9302.7325.4375.8375.7
Operating EBITDA
1, 2
($m)116.4122.4112.2120.4128.5
Operating EBIT
3, 4
($m)94.999.688.896.8102.7
Operating EBIT % of Revenue31%33%27%26%27%
Operating NPAT
5, 6
($m)60.565.258.159.359.7
Operating NPAT % of Revenue20%22%18%16%16%
Operating Cashflow ($m)84.374.765.659.756.9
Capital Expenditure
10
($m)28.761.739.5101.769.1
REPORTED PERFORMANCE
Revenue ($m) 304.2305.4325.6381.4378.3
EBITDA
1
($m)118.9117.8119.0128.11 07.1
EBIT
3
($m)97. 495.095.6104.581.3
EBIT % of Revenue 32%31%29%27%21%
N PAT
5
($m)65.261.963.064.831.4
NPAT % of Revenue 21%20%19%17%8%
EPS
8
64.5c61.2c62.3c64.1c31.0c
Net Assets
7
($m)410.2453.9499.5544.8556.0
Total Assets ($m) 826.9883.8967.31063.31115.9
This Annual Report is dated 29 August 2024 and is signed on behalf of the Board by:
FINANCIAL SUMMARY 2024
Notes:
1. EBITDA means earnings before interest, tax, depreciation and amortisation.
2. Operating EDITDA means EBITDA before NZ IFRS fair value adjustments
and any other one-off non-operating items.
3. EBIT means earnings before interest and tax.
4. Operating EBIT means EBIT before NZ IFRS fair value adjustments and any
other one-off non-operating items.
5. NPAT means net profit after tax attributable to ordinary Shareholders.
6. Operating NPAT means NPAT before NZ IFRS fair value adjustments and
any other one-off non-operating items after tax.
7. Net Assets means total assets less total liabilities.
8. EPS means earnings per share and is calculated on NPAT for the year
divided by the weighted average number of ordinary shares on issue. The
weighted average number of shares on issue are 101,130,000.
9. Operating Revenue is before fair value movements on derivative
instruments (if gains).
10. Capital expenditure consists of additions to property, plant and equipment
inclusive of capitalised interest.
J I M D E L E G A T
CHAIR
5
On behalf of the Board of Directors, I am pleased to present Delegat Group’s operating and
financial results for the year ended 30 June 2024.
Thanks to the dedicated efforts of our entire global team, the Group delivered a solid operating
Net Profit After Tax of $59.7 million. In the context of current global conditions, the Group’s
result in 2024 is very good. It reflects the hard work and resilience of our Great Wine People as
they build Delegat into a leading global Super Premium wine company.
THE BOARD IS CONFIDENT
IN THE GROUP’S ABILITY
TO PROSPER AND DRIVE
SUSTAINABLE SALES AND
EARNINGS GROWTH OVER
THE LONG TERM.
CHAIR’S REPORT 2024
J I M D E L E G A T
CHAIR
The Delegat Group Board Chair Graeme Lord, retired from the Board in November and the
Board has appointed myself, Jim Delegat, as Chair. I would like to take this opportunity to
thank Graeme, on behalf of the Board, for his significant contribution to Delegat Group in both
management and governance roles over the past 24 years.
The results achieved in 2024 reinforce the strength of the Delegat business model and the
calibre of its people to rise to the ongoing challenges by demonstrating resilience and care as
a team, to both colleagues and customers. On that basis, I am pleased to present its operating
and financial results for the year ended 30 June 2024.
DELEGAT ANNUAL REPORT 2024 CHAIR’S REPORT
6
PERFORMANCE SUMMARY
• Operating NPAT of $59.7 million, up 1%.
• Operating EBITDA of $128.5 million, up 7%.
• Global Case Sales of 3,614,000, down 2%.
• Cash from Operations of $56.9 million, down 5%.
• Reported NPAT of $31.4 million, down 52%.
The Group presents its financial statements in accordance with the New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS).
To provide further insight into the Group’s underlying operational performance, the Group has
also included in this report an Operating Performance Report. This Operating Performance
Report excludes the impact of fair value adjustments required under NZ IFRS for grapes
and derivative instruments and the tax effects of the removal of depreciation deductions on
buildings. As a fully integrated winemaking and sales operation, Operating Profit includes the
fair value adjustment in respect of grapes when packaged wine is sold rather than on harvest
of the grapes, and the fair value adjustment on derivative instruments when these foreign
exchange contracts and interest rate swaps are realised.
The Group has included a reconciliation of Operating Profit to Reported Profit which eliminates
from each line in the Statement of Financial Performance all fair value adjustments.
1
June 2024 June 2023 % change
NZ$ millions vs 2023
Operating Revenue
1
375.7 375.8 0%
Operating Gross Profit
2
171.2 162.1 6%
Operating Gross Margin 46% 43%
Operating Expenses
3
(68.5) (65.3) -5%
Operating EBIT
4
102.7 96.8 6%
Operating EBIT % of Revenue 27% 26%
Interest and Tax (43.0) (37.5) -15%
Operating NPAT
4
59.7 59.3 1%
Operating NPAT % of Revenue 16% 16%
Operating EBITDA
4
128.5 120.4 7%
Operating EBITDA % of Revenue 34% 32%
TABLE 1 OPERATING PERFORMANCE
1
Notes:
1. Operating Revenue is before fair value movements on derivative instruments (if gains).
2. Operating Gross Profit is before the net fair value movements on biological produce (harvest adjustment) and the NZ IFRS adjustments excluded in Note 1.
3. Operating Expenses are before fair value movements on derivative instruments (if losses) and any other one-off non-operating items.
4. Operating EBIT, EBITDA and NPAT are before any fair value adjustments and any other one-off non-operating items.
1.
Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP. It may therefore not be
comparable to non-GAAP measures presented by other entities. The Chair and Managing Director’s Reports are read by the auditors as part of their
responsibilities in respect of other information as disclosed in their audit report.
DELEGAT ANNUAL REPORT 2024 CHAIR’S REPORT
7
OPERATING PERFORMANCE
A strong operating NPAT of $59.7 million was generated compared to $59.3 million in the
previous 12 months. Operating EBIT of $102.7 million is $5.9 million higher than last year reflecting
improved margins though product and country mix and favourable foreign exchange rates.
Accordingly Operating EBITDA of $128.5 million is $8.1 million higher than last year. Operating
Expenses (before NZ IFRS adjustments) at $68.5 million are $3.2 million higher than last year.
Delegat achieved Operating Revenue of $375.7 million on global case sales of 3,614,000 in the
year.
The Group’s case sales performance and foreign currency rates achieved are detailed in table 2.
TABLE 2 CASE SALES AND FOREIGN CURRENCY
June 2024 June 2023 % change
Case Sales (000s) vs 2023
UK, Ireland and Europe 1,183 1,237 -4%
North America (USA and Canada) 1,725 1,747 -1%
Australia, NZ and Asia Pacific 706 692 2%
Total Cases 3,614 3,676 -2%
Foreign Currency Rates
GB£ 0.4839 0.5032 4%
AU$ 0.9172 0.9173 0%
US$ 0.6133 0.6385 4%
CA$ 0.8231 0.8291 1%
DELEGAT ANNUAL REPORT 2024 CHAIR’S REPORT
8
NZ IFRS FAIR VALUE ADJUSTMENTS
In accordance with NZ IFRS the Group is required to account for certain assets at ‘fair value’
rather than at historic cost. All movements in these fair values are reflected in and impact
the Statement of Financial Performance. The Group records adjustments in respect of three
significant items at the year-end as described below and detailed in table 3.
• Harvest Provision Release (Grapes) – Inventory is valued at market value, rather than costs
incurred, at harvest. Any fair value adjustment is excluded from Operating Performance
for the year, by creating a Harvest Provision. This provision is then released through Cost
of Sales when inventory is sold in subsequent years. This represents the reversal of prior
periods’ fair value adjustments in respect of biological produce as finished wine is sold in
subsequent years. In 2024, the market value of the Company grapes was less than the costs
incurred, resulting in a $5.0 million write-down (2023: write-up of $20.9 million). This write-
down is due to the decreased yields for the 2024 vintage (down 25% year on year). This
write-down, less the impact of prior years’ vintages being sold has resulted in a net write-
down of $24.0 million for the year (2023: write-up of $2.1 million); and
• Derivative Instruments are held to hedge the Group’s foreign currency and interest rate
exposure. The mark-to-market movement of these instruments at balance date resulted in a
fair value write-up of $2.7 million (2023: write-up of $5.6 million); and
• The tax effect of removal of depreciation deductions on buildings has resulted in a tax write
down of $13.0 million (2023: $nil).
The above adjustments, net of taxation, amount to a write-down of $28.3 million for the year
(2023: write-up of $5.5 million).
Notes:
1. Biological Produce (Grapes) is the difference between market value paid for grapes and the cost to grow grapes.
The Harvest Provision is reversed and only recognised when the finished wine is sold.
2. n/m means not meaningful.
TABLE 3 IMPACT OF FAIR VALUE ADJUSTMENTS
June 2024 June 2023 % change
NZ$ millions vs 2023
Operating NPAT 59.7 59.3 1%
Operating NPAT % of Revenue 16% 16%
NZ IFRS Fair Value Items
Biological Produce (Grapes)
1
(24.0) 2.1 n/m
2
Derivative financial Instruments 2.7 5.6 -52%
Total Fair Value Items (21.3) 7.7 n/m
2
Taxation of NZ IFRS fair value items 6.0 (2.2) n/m
2
Removal of building tax depreciation (13.0) – 0%
Fair Value Items after Tax (28.3) 5.5 n/m
2
Reported NPAT 31.4 64.8 -52%
DELEGAT ANNUAL REPORT 2024 CHAIR’S REPORT
9
RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE
Accounting for all fair value adjustments under NZ IFRS, the Group’s reported audited financial
performance for the year ended 30 June 2024 is reconciled to Operating Profit as detailed in
table 4.
CASH FLOW
The Group generated Cash Flows from Operations of $56.9 million in the current year, which
is a decrease of $2.8 million or 5% on the previous year. This decrease is principally due to
the reduction in earnings for the year, partially offset by lower working capital investment
when compared to the prior year. A total of $71.6 million was paid for additional property,
plant and equipment during the year. This includes vineyard developments in New Zealand,
and development of the Hawke’s Bay and Marlborough wineries, which will provide earnings
growth into the years ahead. The Group distributed $20.2 million to Shareholders in dividends.
The Group has a $420 million syndicated Senior debt facility and is well positioned to fund its
current operations as well as future capital investment in both New Zealand and Australia. The
Group’s net debt at 30 June 2024 amounted to $360.1 million, an increase of 13% compared to
last year and remains well within the Group’s long-term bank debt facilities. Future growth in
cashflows will support our capital expenditure program.
June 2024June 2023
Notes:
1. EBIT means earnings before interest and tax.
2. NPAT means net profit after tax.
TABLE 4 RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE
Operating Fair Value Reported Operating Fair Value Reported
NZ$ millions Adjustment Adjustment
Revenue 375.7 2.7 378.3 375.8 5.6 381.4
Cost of Sales (204.5) (24.0) (228.4) (213.7) 2.1 (211.6)
Gross Profit 171.2 (21.3) 149.9 162.1 7.7 169.8
Operating Expenses (68.5) – (68.5) (65.3) – (65.3)
EBIT
1
102.7 (21.3) 81.4 96.8 7.7 104.5
Interest and Tax (43.0) (7.0) (50.0) (37.5) (2.2) (39.7)
N PAT
2
59.7 (28.3) 31.4 59.3 5.5 64.8
EBIT
1
102.7 (21.3) 81.4 96.8 7.7 104.5
Depreciation
and amortisation 25.8 – 25.8 23.6 – 23.6
EBITDA
3
128.5 (21.3) 107.2 120.4 7.7 128.1
3. EBITDA means earnings before interest, tax, depreciation and amortisation.
DELEGAT ANNUAL REPORT 2024 CHAIR’S REPORT
10
DIVIDENDS
The Directors consider that the underlying operational performance and continued strong
cash flows justify maintaining the dividend payout in line with last year. Accordingly, the
Directors are pleased to advise they have approved a fully imputed dividend payout of
20.0 cents per share. The dividend will be paid on 18 October 2024 to Shareholders on record at
4 October 2024.
INVESTING FOR GROWTH
The board is confident in the Group’s ability to prosper and drive sustainable sales and earnings
growth over the long term. Accordingly, the Group continues to invest in its assets, brands, and
people in line with our strategic goal.
During the year under review $69.1 million was invested in growth assets including development
of the Group’s wineries, land acquisition and vineyard development in New Zealand and the
Barossa Valley, Australia.
The Board also fully realises the importance of driving high standards of responsibility on
Environmental, Social and Governance (ESG) issues across the business. A range of initiatives
are underway across the company focused on reducing the Delegat Group environmental
impact, enhanced Health and Safety outcomes for our people, and increasing diversity and
inclusion.
The Group plans to invest an additional $44.0 million in 2025 to provide earnings growth in
the years ahead. This capital investment supports the Group’s plan to grow sales to 3,900,000
cases by 2027 and will provide for further growth beyond that period.
OUR GREAT WINE PEOPLE
The Board would like to take this opportunity to acknowledge our Delegat Great Wine People
around the world. Our global team have once again demonstrated great dedication and achieved
ongoing success on our journey building a leading global Super Premium wine company. The
commitment and talent of our global team underpins our success and positions the Group well
to deliver on its substantial growth plans.
PLANTING THE SEED
FOR OUR FUTURE
GROWTH PLA NS.
THE DELEGAT MARLBOROUGH BIRCH HILL VINEYARD DEVELOPMENT
13
Our vision is supported by the strength of our business and the calibre of our Great Wine
People. Our entire global team has been key to the company’s performance over the last year
ensuring ongoing success.
THE GROUP’S
FOCUS REMAINS ON
WINE CATEGORY
PREMIUMISATION AND
VALUE GROWTH, ALIGNING
TO THE LONG-TERM TREND
OF SUPER PREMIUM WINE
CONSUMPTION.
MANAGING DIRECTOR'S REPORT 2024
STEVEN CARDEN
MANAGING DIRECTOR
DELEGAT ANNUAL REPORT 2024 MANAGING DIRECTOR’S REPORT
14
GLOBAL SALES PERFORMANCE
The Group achieved global sales of 3,614,000 cases, 2% lower than the previous year. This is
a solid result considering New Zealand packaged wine exports are down 16% during the same
period. This performance is testament to the strength of our brands, the enduring relationships
with our distributor partners and the effectiveness of our entire global team. The Group’s focus
remains on wine category premiumisation and value growth, aligning to the long-term trend of
super premium wine consumption.
Sales continue to be well diversified by market, with 48% of the Group’s sales in North America,
33% in the United Kingdom, Ireland and Europe, and 19% in the Australia, New Zealand and
Asia Pacific region. Our in-market sales teams remain a strength of the business and they have
engaged productively with customers and distributors throughout the year.
NORTH AMERICA
The Group achieved sales of 1,725,000 cases in North America, down 1% on the previous year.
The North American market remains a key focus for growth.
The United States, with over 60 million premium wine consumers, is the Group’s largest market
and our most significant opportunity for future growth. The demand for premium New Zealand
wine continues to grow and New Zealand is the fastest growing country of origin in premium
US wine. Oyster Bay is the category leading New Zealand wine brand in the US market and
Oyster Bay Sauvignon Blanc is a top five white wine by value.
Our focus remains on expanding our share of the growing Sauvignon Blanc category while
also growing our Pinot Noir, Pinot Grigio and Chardonnay varietals. This will involve further
investment in improving our Rate of Sale across our distribution footprint and reaching new
consumers with our digital marketing programme. Oyster Bay Pinot Grigio has become the
fastest growing premium Pinot Grigio in US retail, backed by the addition of 1,160 additional
points of distribution over the course of the year.
In Canada, Oyster Bay has maintained its position as a category leading premium wine brand.
This success is underpinned by a strong distribution presence across each of Canada’s provincial
liquor boards, supported by long term investment in consumer communications throughout the
market. Oyster Bay Sauvignon Blanc remains a leading white wine in the country. Oyster Bay
Chardonnay, Pinot Grigio and Pinot Noir are in the top selling Premium wines in their respective
varietal categories, regardless of origin. In Alberta and British Columbia, Barossa Valley Estate
Shiraz and Cabernet Sauvignon are both in the top five selling Australian Premium wines in
their respective varietal categories. Canada remains a focus market in the years ahead.
UNITED KINGDOM, IRELAND AND EUROPE
Oyster Bay continues to outperform the premium wine category in the United Kingdom and
has maintained a premium category leadership position through targeted price increases.
DELEGAT ANNUAL REPORT 2024 MANAGING DIRECTOR’S REPORT
15
Sales in the United Kingdom, Ireland and Europe region were 1,183,000 cases, 4% lower than
the previous year. This reduction in sales from the previous year is largely due to price increases
the Group implemented at the start of the financial year.
Oyster Bay Merlot continues to lead the varietal category above £8, regardless of origin.
This reflects the power of the Group’s brands and distribution platform, alongside successful
promotional programming with key National Account customers.
In Ireland, the Group had a successful year with sales increasing by 11% over last year. Oyster
Bay remains the number one premium New Zealand wine brand. Oyster Bay Sauvignon Blanc,
Chardonnay, Merlot, and Pinot Noir remain the top-selling wines in their respective varietal
categories above €9.
AUSTRALIA, NEW ZEALAND AND ASIA PACIFIC
The Group delivered growth in the Australia, New Zealand and Asia Pacific region, increasing
sales volumes by 2% to 704,000 cases. In New Zealand and Australia, Oyster Bay remains a
leading premium wine brand.
In Australia, Oyster Bay Sauvignon Blanc remains the top-selling wine by value. Oyster Bay
Merlot is the top-selling premium Merlot whilst Oyster Bay Chardonnay and Pinot Gris are
among category leaders. Barossa Valley Estate Grenache Shiraz Mourvèdre maintained its
leadership position in its premium varietal category.
In New Zealand, all Oyster Bay wines are in the top five selling Premium wines in their respective
varietal categories. This leadership is particularly impressive considering the introduction of a
price increase in the market during the year.
In China, the Group again experienced very strong growth (up 51% over last year) as wine
consumption patterns evolve. Oyster Bay is now New Zealand’s top wine brand by volume in
China. China represents a long-term growth opportunity for the Group. The Asia Pacific and
the Middle East regions also remain growth markets for the Group.
BRANDS AND COMMUNICATIONS
The Group’s goal remains to establish Oyster Bay and Barossa Valley Estate as leading brands
in the premium wine category globally. Marketing activities are tailored to the specific needs
of each market and phases of brand development. Marketing programmes are designed to
grow consumer awareness and affinity, supporting distribution and Rate of Sale growth for
our brands. Last year Oyster Bay engaged online with 75 million wine lovers across the globe
through various digital media platforms, delivering over 995 million impressions. We will
continue to invest in consumer communications to drive awareness, strengthen brand affinity
and support sales growth.
DELEGAT ANNUAL REPORT 2024 MANAGING DIRECTOR’S REPORT
17
The Group works closely with its retail partners to develop highly effective in-store activations
that support rate of sale and nurture long-term brand affinity. In today’s consumer environment,
the Group uses a mix of media channels, both online and offline, to attract and engage the
premium wine consumer.
In recognition of its market performance and reputation, Oyster Bay continues to be recognised
as a Blue Chip Brand by New York’s IMPACT Magazine, a status reserved only for brands of
substantial size and sustained growth over many years. Oyster Bay was also recognised by
Drinks International as one of The World’s Most Admired Wine Brands 2024.
The Group continues to demonstrate New Zealand’s potential beyond Sauvignon Blanc. US
leading e-commerce delivery platform GoPuff reported that Oyster Bay Sauvignon Blanc is
amongst the five most popular products overall, and Oyster Bay Pinot Grigio as the most
trending wine of the year.
OYSTER BAY ENGAGED
ONLINE WITH 75 MILLION
WINE LOVERS ACROSS
THE GLOBE.
2024 HARVEST
The 2024 harvest, although light, yielded exceptional quality fruit across all three of our wine
regions.
The Group harvest of 34,150 tonnes was down 25% from the 2023 harvest. Marlborough,
Hawke's Bay and Barossa Valley experienced cooler spring growing conditions resulting in
a significant, region-wide reduction in yield for the 2023/24 growing season. The Group has
appropriate inventories to achieve the 2025 forecast case sales as outlined in this report.
SUSTAINABILITY
Sustainability remains a priority for the Group, reflecting the strong leadership role the Group
plays in the practice of sustainable winegrowing and wine production. As a leader in the New
Zealand wine industry and as a founding member of Sustainable Winegrowing New Zealand
(SWNZ) since 2002, the Group takes its responsibilities to respect and protect the environment
very seriously. The Group’s New Zealand vineyards and wineries are 100% accredited by the
independently audited SWNZ Sustainability Programme. This year, Barossa Valley Estate
achieved Sustainable Winegrowing Australia Accreditation, with the winery and all vineyards
100% accredited by the national sustainability programme.
DELEGAT ANNUAL REPORT 2024 MANAGING DIRECTOR’S REPORT
18
The Group utilises a sustainability framework that focuses on three key stakeholder areas:
(1) Building an enduring wine business (addressing climate risk and greenhouse gas emissions,
shareholder value, risk and governance, and water stewardship); (2) Ensuring our people
and community thrive (encompassing health, safety and wellbeing, diversity and inclusion,
and engagement, employment and collaboration); and (3) Crafting wine with care (covering
biodiversity, packaging and waste, and sustainable viticulture and winemaking). This framework
drives various initiatives aimed at promoting positive environmental, social and governance
outcomes throughout the business. With the Group’s enhanced Wellbeing, Health & Safety
programme, the Long Term Injury Frequency Rate decreased by 39% over the past year.
The Group is Toitū CarbonReduce certified and has established goals and initiatives to lower
our carbon intensity. This year, the Group will be publishing its first annual climate-related
disclosures statement.
GROUP OUTLOOK
The Group’s strategic goal is to build a leading global Super Premium wine company. Delegat
will build global brands from world leading regions, focusing on the varieties which those
regions can produce to a globally recognised standard.
Delegat plans to grow sales by 8% to 3,900,000 cases over the next three years. The primary
driver of planned growth is Oyster Bay sales in North America. Accordingly, the Group will
continue to invest strongly in that market. We will also continue exploring opportunities to
improve our price realisation across all markets, helping improve our profitability margins.
With respect to the 2025 year, Delegat plans for global sales of 3,585,000 cases and forecasts
Operating Net Profit after Tax to be in the range of $55 to $60 million.
TABLE 5 GROUP OUTLOOK CASE SALES
OUR PEOPLE
I would like to take this opportunity to thank each and every one of our Delegat Great Wine
People. They continue to collectively build a high performance team culture that has earnt
recognition across the global wine industry. We are immensely grateful for their hard work and
resilience, which has been instrumental to the company’s performance over the last year. Our
people bring to life our core values of Winning Together, Aim High and Mastery and we are
proud to have such an extraordinary team supporting our vision and goals.
2024 2025 2026 2027
Case Sales (000s) Actual Forecast Projection Projection
Total Cases 3,614 3,585 3,744 3,900
OYSTER BAY TAKES BEST
IN CLASS AT PRESTIGIOUS
INTERNATIONAL WINE AND
SPIRITS COMPETITION.
OYSTER BAY SPARKLING CUVÉE BRUT WAS AWARDED 96 POINTS AND A GOLD MEDAL
AT THE PRESTIGIOUS 2024 INTERNATIONAL WINE AND SPIRITS COMPETITION, LONDON.
THIS WAS NOT ONLY THE HIGHEST-SCORING SPARKLING WINE FROM NEW ZEALAND
BUT ALSO THE HIGHEST-SCORING NEW ZEALAND WINE OVERALL IN THE COMPETITION.
THE DELEGAT STATE-OF-THE-ART MARLBOROUGH WINERY
22
The Board of Delegat Group Limited is responsible for the strategic direction of the Group and
ensuring the Group is managed to protect and enhance Shareholders and other stakeholders’
interests.
Some of the key responsibilities of the Board include:
• Adopting the strategic plans of the Group, set by the Managing Director in conjunction with
the Group’s senior management team;
• Monitoring the Group’s operational and financial performance;
• Oversight of the identification, management and reporting of climate-related risks and
opportunities;
• Ensuring the Group develops effective policies and procedures concerning disclosure of
important information to the market and Shareholders;
• Setting and monitoring high standards of ethical behaviour in the Group; and
• Oversight of the Group’s people and culture policies and strategies, including: remuneration,
health and safety, succession and development, diversity and inclusion.
The Board has adopted what it believes are appropriate corporate governance policies and
procedures, which it periodically reviews to ensure that the Group’s responsibilities and
obligations are met. The principal corporate governance policies concern:
• The appointment and retirement of Directors;
• The composition and performance of the Board;
• The balance between Executive and Non-Executive Directors;
• Directors’ access to independent professional advice; and
• The constitution and operation of Board Committees, which comprise Directors, and in
some cases, by invitation, representatives of the Group’s senior management team. The
Board has formally constituted an Audit and Risk Committee and a People, Culture and
Safety Committee.
The Board currently comprises six Directors, five of whom are non-executive (Jim Delegat,
Rose Delegat, Alan Jackson, Phillipa Muir and Gordon MacLeod); three of whom are non-
independent (Jim Delegat, Rose Delegat, and Steven Carden); and three of whom are independent
(Alan Jackson, Phillipa Muir and Gordon MacLeod), as defined in the NZX Listing Rules.
The Board of Delegat Group Limited meets formally a minimum of six times during the financial
year and holds additional meetings as required to deal with specific matters of the Group.
BOARD OF DIRECTORS 2024
23
STEVEN CARDEN Managing Director
Steven Carden is the Managing Director of Delegat Group Limited.
Steven is responsible for developing growth plans, building a high
performing organisation and executing business plans. Prior to joining
Delegat in January 2022, Steven was the CEO of New Zealand’s
largest farming company, Pāmu, where he transformed the State
Owned Enterprise into a modern, diversified agribusiness. Steven
has held senior executive roles at PGG Wrightson, and was a former
manager at McKinsey & Company in New York. Steven is the founder
of the First Foundation charity, and the vertical farming company,
26 Seasons.
JIM DELEGAT Chair
Jim Delegat is the Chair of Delegat Group Limited and has been on
the Board since the Company listed in 2006. He is responsible for
providing strategic direction and monitoring performance to ensure
successful delivery of Board-approved business plans. He has been
involved in the New Zealand wine industry all his working life and is
thoroughly experienced in every aspect of the business. Jim is one
of only a handful of second-generation family wine producers in the
country. Active in industry affairs, he has been a Director of both the
Wine Institute of New Zealand and New Zealand Winegrowers, having
previously served on the Board of the Wine Institute of New Zealand
for more than 13 years. Jim is a member of the Institute of Directors.
ROSAMARI (ROSE) DELEGAT Non-Executive Director
Rose Delegat is a Non-Executive Director of Delegat Group Limited
and has been on the Board since the Company listed in 2006. The
Group continues to benefit from Rose’s experience and the expertise
that she has given to the company for more than 35 years. She was
responsible for initiating the Group’s drive into export markets in the
1980s and was the inaugural Chairperson (1987 – 1990) of the special
United Kingdom Exporting Group, part of the Wine Institute of New
Zealand. Rose Delegat was awarded Visionary Leader at the Deloitte
Top 200 Awards 2022. She is a Member of the Institute of Directors.
24
PHILLIPA MUIR Non-Executive Independent Director
Phillipa Muir is a Non-Executive Director of Delegat Group Limited
and joined the Board in 2020. Phillipa is currently also a senior partner
and Chair of law firm Simpson Grierson, a Trustee of Sweet Louise
Foundation and Chair of Auckland Grammar School’s Headmaster’s
Council. Phillipa was awarded the Excellence in Governance Award at
the NZ Women in Governance Awards 2018 and has held a number
of previous governance roles. She is a Member of the Institute
of Directors.
GORDON MACLEOD Non-Executive Independent Director
Gordon is a Non-Executive Director of Delegat Group Limited and
joined the Board in February 2022. Gordon also Chairs the Audit and
Risk Committee of the Company. Gordon is a professional director
and is also a Director of Spark New Zealand Limited, and a Trustee
of Breast Cancer Foundation NZ. He previously worked for 15 years
with Ryman Healthcare, as Chief Executive Officer and before that
as Deputy Chief Executive Officer and Chief Financial Officer. He
has been a corporate finance Partner with PwC and was the Finance
Director of a London-listed hi-tech engineering company. Gordon
has a Bachelor of Commerce degree and is a Fellow of Chartered
Accountants Australia and New Zealand (FCA). He is a Member of the
Institute of Directors.
Dr ALAN JACKSON Non-Executive Independent Director
Dr Alan Jackson is a Non-Executive Director of Delegat Group
Limited and has been on the Board since 2012. Alan was, until 2009,
Chairman Australasia, Senior Vice President and Director of The
Boston Consulting Group. He has been an international management
consultant since 1987 with The Boston Consulting Group and has
proven experience at the most senior levels of international and
government business. In addition, Alan has over 10 years experience,
including Chair of Housing New Zealand, New Zealand Thoroughbred
Racing, ThoroughVision Network and as a Director of Fletcher
Building. Alan is a Fellow of the Institute of Professional Engineers
and Chartered Fellow of the New Zealand Institute of Directors.
25
The Directors are responsible for ensuring that the financial statements give a true and fair
view of the financial position, financial performance and cash flows for the Group as at 30 June
2024.
The Directors consider that the financial statements of the Group have been prepared using
appropriate accounting policies, consistently applied and supported by reasonable judgements
and estimates and that all relevant financial reporting and accounting standards have been
followed.
The Directors believe that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position and financial performance of
the Group and the compliance of the financial statements with the Financial Markets Conduct
Act 2013 and Financial Reporting Act 2013.
The Directors consider they have taken adequate steps to safeguard assets of the Group.
The Directors have pleasure in presenting the following financial statements for the year ended
30 June 2024.
The Board of Directors of the Group authorised these financial statements for issue on
29 August 2024.
For, and on behalf of, the Board.
29 August 2024
DIRECTORS’ RESPONSIBILITY STATEMENT 2024
STEVEN CARDEN
MANAGING DIRECTOR
J I M D E L E G A T
CHAIR
MARLBOROUGH VINEYARD
E&E BLACK PEPPER
SHIRAZ 2020
AWARDED 92 POINTS BY
JAMES SUCKLING.
92
POINTS
JAMES SUCKLING, RENOWNED AMERICAN WINE CRITIC.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
27
STATEMENT OF FINANCIAL PERFORMANCE
Notes 2024 2023
$000 $000
Revenue 3 378,346 381,442
Profit before finance costs 4 81,283 104,477
Finance costs 3 19,705 14,726
Profit before income tax 61,578 89,751
Income tax expense 18 30,201 24,926
Profit for the year attributable to Shareholders of the Parent Company 31,377 64,825
Earnings per share
– Basic and fully diluted earnings per share (cents per share) 5 31.03 64.10
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
28
STATEMENT OF OTHER COMPREHENSIVE INCOME
Notes 2024 2023
$000 $000
Profit after income tax 31,377 64,825
Other comprehensive income that may subsequently be classified to the profit and loss:
– Translation of foreign subsidiaries 6b 183 311
– Net (loss)/gain on hedge of a net investment (125) 572
– Income tax relating to components of other comprehensive income 18 35 (160)
Total comprehensive income for the year, net of tax 31,470 65,548
Comprehensive income attributable to Shareholders of the Parent Company 31,470 65,548
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
29
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Notes
Share
Capital
$000
Foreign
Currency
Translation
Reserve
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 30 June 2023 49,815 (74) 495,030 544,771
Changes in equity for the year ended 30 June 2024
Other comprehensive income
– Translation of foreign subsidiaries 6b – 183 – 183
– Net loss on hedge of a net investment – (125) – (125)
– Income tax relating to components of
other comprehensive income 18 – 35 – 35
Total other comprehensive income – 93 – 93
– Net profit for the year – – 31,377 31,377
Total comprehensive income for the year – 93 31,377 31,470
Equity transactions
– Dividends paid to Shareholders 7 – – (20,242) (20,242)
Balance at 30 June 2024 49,815 19 506,165 555,999
FOR THE YEAR ENDED 30 JUNE 2023
Notes
Share
Capital
$000
Foreign
Currency
Translation
Reserve
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 30 June 2022 49,815 (797) 450,448 499,466
Changes in equity for the year ended 30 June 2023
Other comprehensive income
– Translation of foreign subsidiaries 6b – 311 – 311
– Net gain on hedge of a net investment – 572 – 572
– Income tax relating to components of
other comprehensive income 18 – (160) – (160)
Total other comprehensive income – 723 – 723
– Net profit for the year – – 64,825 64,825
Total comprehensive income for the year – 723 64,825 65,548
Equity transactions
– Dividends paid to Shareholders 7 – – (20,243) (20,243)
Balance at 30 June 2023 49,815 (74) 495,030 544,771
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2024
30
STATEMENT OF FINANCIAL POSITION
Notes 2024 2023
$000 $000
Equity
Share capital 6 49,815 49,815
Foreign currency translation reserve 6b 19 (74)
Retained earnings 506,165 495,030
Total Equity 555,999 544,771
Liabilities
Current Liabilities
Trade payables and accruals 8 3 7,76 0 52,211
Derivative financial instruments 9 46 4,009
Income tax payable 2,927 1,955
Lease liability 17 9,663 5,231
50,396 63,406
Non-Current Liabilities
Deferred tax liability 18 55,092 40,785
Derivative financial instruments 9 – 9
Interest-bearing loans and borrowings 10 369,478 326,008
Lease liability 17 84,950 88,328
509,520 455,130
Total Liabilities 559,916 518,536
Total Equity and Liabilities 1,115,915 1,063,307
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2024
31
STATEMENT OF FINANCIAL POSITION CONTINUED
Notes 2024 2023
$000 $000
Assets
Current Assets
Cash and cash equivalents 9,384 6,610
Trade and other receivables 11 86,128 62,478
Derivative financial instruments 9 2,707 2,605
Inventories 12 181,924 209,755
Biological work in progress 13 15,565 14,710
Assets held for sale 15 7, 24 0 –
302,948 296,158
Non-Current Assets
Property, plant and equipment 14 728,180 686,002
Right-of-use assets 17 76,769 71,457
Intangible assets 16 6,434 6,721
Derivative financial instruments 9 1,584 2,969
812,967 76 7,149
Total Assets 1,115,915 1,063,307
For, and on behalf of, the Board, who authorised the issue of the financial statements on 29 August 2024.
J N Delegat, ChairSD Carden, Managing Director
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
32
STATEMENT OF CASH FLOWS
2024 2023
$000 $000
Operating Activities
Cash was provided from
Receipts from customers 352,239 3 6 7,9 6 3
Net GST received 1,889 –
354,128 3 6 7,9 6 3
Cash was applied to
Payments to suppliers and employees 262,922 274,245
Net GST paid – 1,596
Net interest paid 19,449 10,516
Net income tax paid 14,896 21,890
2 9 7, 2 6 7 308,247
Net Cash Inflows from Operating Activities 56,861 59,716
Investing Activities
Cash was provided from
Proceeds from sale of property, plant and equipment 99 202
Dividends received 18 46
117 248
Cash was applied to
Purchase of property, plant and equipment 65,978 62,857
Purchase of intangible assets 32 332
Capitalised interest paid 5,563 3,054
71,573 66,243
Net Cash Outflows from Investing Activities (71,456) (65,995)
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
33
STATEMENT OF CASH FLOWS CONTINUED
2024 2023
$000 $000
Financing Activities
Cash was provided from
Proceeds from borrowings 51,056 85,716
51,056 85,716
Cash was applied to
Dividends paid to shareholders 20,232 20,231
Borrowing facility fees 200 128
Repayment of borrowings 8,032 12,467
Repayment of lease liability 5,188 45,053
33,652 7 7, 8 7 9
Net Cash Inflows from Financing Activities 17, 4 0 4 7, 8 3 7
Net Increase in Cash Held 2,809 1,558
Cash and cash equivalents at beginning of the year 6,610 5,117
Effect of exchange rate changes on foreign currency balances (35) (65)
Cash and Cash Equivalents at End of the Year 9,384 6,610
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
34
STATEMENT OF CASH FLOWS CONTINUED
2024 2023
$000 $000
Reconciliation of Profit for the Year with Cash Flows from Operating Activities
Reported profit after tax 31,377 64,825
Add/(deduct) items not involving cash flows
Depreciation and amortisation expense 25,835 23,611
Other non-cash items (4,307) 676
Loss on disposal of assets 40 67
Movement in derivative financial instruments (2,689) (5,552)
Movement in deferred tax liability 14,307 7,785
33,186 26,587
Movement in working capital balances are as follows
Trade payables and accruals (14,451) 10,775
Trade and other receivables (23,650) (8,349)
Inventories 27,831 (26,772)
Biological work in progress (855) (1,006)
Income tax 972 (4,641)
Add items classified as investing and financing activities
Capital purchases included within trade payables and inventories 2,451 (1,703)
( 7,7 0 2) (31,696)
Net Cash Inflows from Operating Activities 56,861 59,716
Reconciliation of movement in Net Debt:
Opening balance at 1 July 319,398 248,660
Per statement of cash flows:
– Net proceeds from borrowings 43,024 73,249
– Borrowing facility fees (200) (128)
– Net Increase in cash held (2,809) (1,558)
Foreign exchange movement 283 (1,088)
Other
non-cash movements 398 263
Closing balance at 30 June 360,094 319,398
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
35
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
REPORTING ENTITY
The financial statements presented are those of Delegat Group Limited and its subsidiaries (the Group). Delegat
Group Limited is a company limited by shares, incorporated and domiciled in New Zealand and registered under the
Companies Act 1993. The Parent shares are publicly traded on the New Zealand Stock Exchange.
The financial statements comprise the statement of financial performance, statement of other comprehensive
income, statement of changes in equity, statement of financial position and statement of cash flows, as well as the
notes to the financial statements. The financial statements for the Group for the year ended 30 June 2024 were
authorised for issue in accordance with a resolution of the Directors on 29 August 2024.
BASIS OF PREPARATION
The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New
Zealand (NZ GAAP) and the requirements of the Financial Markets Conduct Act 2013. For the purposes of complying
with NZ GAAP, the entity is a for-profit entity. These financial statements are presented in New Zealand Dollars,
rounded to the nearest thousand. They are prepared on a historical cost basis, except for derivative financial
instruments and biological produce which have been measured at fair value.
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results may vary from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimates are revised if the revision affects only that period, or in the period of revision and future periods
if the revision affects both current and future periods.
S TATE M E NT O F C O M PLI A N C E
The financial statements comply with New Zealand equivalents to IFRS Accounting Standards and other applicable
Financial Reporting Standards (NZ IFRS), as applicable to the Group as a profit-oriented entity. The financial
statements comply with IFRS Accounting Standards (IFRS).
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Group as at 30 June 2024 and
comparatives as at 30 June 2023.
Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is exposed, or
has rights, to variable returns from its investment in the entity, and has the ability to affect those returns through its
power over the entity. Specifically, the Group controls an entity if, and only if, the Group has:
– Power over the entity (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
– Exposure, or rights, to variable returns from its involvement with the entity; and
– The ability to use its power over the investee to affect its returns.
The financial statements of the subsidiaries are prepared for the same reporting period as the Parent, using
consistent accounting policies. The effects of intercompany transactions are eliminated in preparing the consolidated
financial statements.
Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be
consolidated from the date on which control is transferred out of the Group. The acquisition of subsidiaries is
accounted for using the acquisition method of accounting as noted on the following pages.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
36
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
BUSINESS COMBINATIONS
The acquisition method of accounting is used to account for all business combinations regardless of whether
equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares
issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in a business
combination, the fair value of the instruments is their published market price at the date of the exchange, unless, in
rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable measure
of fair value. Transaction costs arising on the issue of equity instruments are recognised directly within equity.
Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value
less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values as at acquisition date, irrespective of the extent of any non-
controlling interests. The excess of the cost of the business combination over the net fair value of the Group’s share
of the identifiable net assets acquired is recognised as goodwill. If the cost of the acquisition is less than the Group’s
share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the
statement of financial performance, but only after a reassessment of the identification and measurement of the net
assets acquired.
Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to
the present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being
the rate at which similar borrowings could be obtained from an independent financier under comparable terms and
conditions.
GOODS AND SERVICES TAX (GST)
The statement of financial performance, statement of other comprehensive income, statement of changes in equity
and statement of cash flows have been prepared so that all components are stated net of GST. All items in the
statement of financial position are stated net of GST, with the exception of receivables and payables, which include
GST invoiced.
FOREIGN CURRENCIES
a) Functional and Presentation Currency
The presentation currency of the Group is the New Zealand Dollar. Each subsidiary company in the Group determines
its own functional currency and uses that functional currency for its individual financial statements. Subsidiary
companies with a different functional currency than that of the Group are translated through converting all reported
assets and liabilities at the closing rate at the date of the balance sheet, while income and expenses are translated
at exchange rates at the dates of the transactions. Any resulting exchange differences are recognised as a separate
component of equity.
b) Transactions and Balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the balance sheet date.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term
deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of change in value. For the purposes of the statement of cash flows, cash
and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Bank overdrafts are included within interest-bearing loans and borrowings in current liabilities in the statement of
financial position.
1. GENERAL INFORMATION (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
37
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NET DEBT
Net debt is the sum of the Group’s interest-bearing loans and borrowings less cash and cash equivalents.
OTHER ACCOUNTING POLICIES
Other accounting policies that are relevant to an understanding of the financial statements are provided throughout
the notes to the financial statements.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In applying the Group’s accounting policies, management continually evaluates the judgements, estimates and
assumptions based on experience and other factors, including expectations of future events that may have an
impact upon the Group. All judgements, estimates and assumptions made are believed to be reasonable based upon
the most current set of circumstances available to management. The actual results may differ from the judgements,
estimates and assumptions used. The significant judgements, estimates and assumptions made by management in
the preparation of these financial statements are disclosed within the specific financial statement notes as shown
below:
Area of Judgement, Estimate or Assumption
Selling, marketing and promotional accruals
Fair value of grapes at point of harvest
Estimation of useful lives of assets
Impairment of property, plant and equipment
Impairment of intangible assets
Lease term and discount rates
Note
Note 3 Revenue and Segmental Reporting
Note 12 Inventories
Note 14 Property, Plant and Equipment
Note 14 Property, Plant and Equipment
Note 16 Intangible Assets
Note 17 Leases
To allow the Accounting Policies and Significant Accounting Judgements, Estimates and Assumptions to be easily
identified within the notes, Accounting Policies have been identified with an
symbol, and Significant Accounting
Judgements, Estimates and Assumptions with an
symbol.
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
The accounting policies set out in these financial statements are consistent for all periods presented except as
identified below.
Climate-related disclosure standard
The New Zealand External Reporting Board (XRB) has published a suite of standards, Aotearoa New Zealand Climate
Standards (NZ CS), in line with the recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD), the global best-practice benchmark for climate-related reporting. The Climate Standards are effective for
annual periods beginning on or after 1 January 2023. The standard provides certain adoption exemptions in the
entities’ first reporting period. The group has applied the standard from 1 July 2023, using all adoption exemptions.
Application of this standard by the group has not materially affected any of the amounts recognised in these financial
statements.
During October 2024 the Group will issue its first Climate Related Disclosure for the period ended 30 June 2024, in
accordance with NZ CS.
Accounting standards not yet effective
New or revised standards and interpretations that have been approved but are not yet effective have not been
adopted by the group for the year ended 30 June 2024.
1. GENERAL INFORMATION (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
38
Accounting standards not yet effective (continued)
NZ IFRS 18 Presentation and Disclosure in Financial Statements, issued in May 2024, is effective for annual reporting
periods beginning on or after 1 January 2027, and entities can early adopt this accounting standard. NZ IFRS 18 sets
out requirements for the presentation and disclosure of information in general purpose financial statements to help
ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and
expenses. The group is yet to assess NZ IFRS 18’s full impact. The group intends to apply the standard when it
becomes mandatory from 1 January 2027.
There are no other new or amended standards that are issued but not yet effective, that are expected to have a
material impact on the group.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial liabilities comprise interest-bearing loans and borrowings, lease liabilities, and trade
payables and accruals. The main purpose of these financial liabilities is to raise funding for the Group’s ongoing
operations. The Group also has financial assets such as trade and other receivables, and cash and cash equivalents,
which arise directly from its operations.
The Group is counterparty to derivative financial instruments, principally being foreign currency forward exchange
contracts and options, and interest rate swaps. The purpose of entering into foreign currency forward exchange
contracts and options is to manage currency risk primarily arising from foreign denominated trade receivables.
Interest rate swaps are entered into with the aim of mitigating interest rate risk to movements on floating rate debt
facilities.
The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk
and liquidity risk. Each of the main operational risks are reviewed by the Treasury Management Committee (TMC)
and their recommendations are provided to the Board of Directors. The composition of the TMC includes the Chief
Financial Officer, Group Financial Controller, Group Financial Planning Manager and Independent Treasury Advisors.
The Board reviews and agrees policies for managing each of these risks as summarised below. Board approval is
required for any movement outside policy.
FOREIGN CURRENCY RISK
The net assets employed through subsidiary companies based overseas exposes the Group to foreign currency risk
as a result of changes in the GBP/NZD, AUD/NZD, USD/NZD, EUR/NZD, CAD/NZD, SGD/NZD, JPY/NZD, HKD/NZD
and CNY/NZD exchange rates. The Group also has foreign currency risk resulting from sales of product in a currency
which is other than that of the New Zealand Dollar. Profits from each export region are repatriated and reported in
New Zealand Dollars and the Group is exposed to changes in foreign exchange rates.
To minimise foreign currency risk the Group enters into forward exchange contracts and options for foreign
denominated sales at levels which are considered to be highly probable. The Group attempts to maintain foreign
currency cover of between 75% to 100% of highly probable sales in one to three months, 50% to 75% for highly
probable sales in four to six months, 25% to 50% for highly probable sales in seven to 12 months, 0% to 50% for
sales between 13 to 18 months and 0% to 25% for sales thereafter. The Group has the option of increasing foreign
exchange cover to 100% for any time period upon approval by the Board of Directors.
When the Group is exposed to foreign currency risk as a result of being contractually committed to purchase capital
items from an overseas supplier and such expenditure is expected to exceed $200,000, the Group’s policy is to
ensure the foreign currency exposure is covered in full. Any capital expenditure below $200,000 is to be covered at
the discretion of the TMC, based on such factors as timing for payment and expected volatility of currency markets.
It is the Group’s policy that in no instance is trading for speculative purposes permitted.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1. GENERAL INFORMATION (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
39
At 30 June 2024, had the New Zealand Dollar (NZD) moved as illustrated in the following table with all other variables
held constant, post-tax profit and equity would have been affected as follows:
IMPACT ON 2024 REPORTED IMPACT ON 2023 REPORTED
Post-Tax Equity Post-Tax Equity
Profits Profits
Group $000 $000 $000 $000
NZD/USD +5% 3,171 3,171 2,544 2,544
NZD/USD -5% (3,806) (3,806) (3,072) (3,072)
NZD/GBP +5% 2,070 2,070 2,168 2,168
NZD/GBP -5% (2,508) (2,508) (2,452) (2,452)
NZD/AUD +5% 693 (406) 667 (427)
NZD/AUD -5% (785) 430 (734) 476
NZD/CAD +5% 336 336 522 522
NZD/CAD -5% (384) (384) (649) (649)
NZD/EUR +5% 40 40 133 133
NZD/EUR -5% (44) (44) (147) (147)
The above table calculates the impact of a change in foreign exchange rates on closing equity and post-tax profits
of the Group, as a result of the Group being counterparty to transactions which are foreign currency denominated.
Foreign currency denominated balances include trade and other receivables, trade payables and accruals, loans
and borrowings, cash on hand, and unsettled foreign exchange contracts that exist at balance sheet date. The net
foreign currency exposure is determined in aggregate and the impact on post-tax profits determined as a result of a
+/- 5% movement in foreign exchange rates. A +5% movement reflects the strengthening of the NZD relative to the
other currency, whereas a -5% movement reflects the weakening of the NZD relative to the other currency.
The impact upon the Group’s equity balance is derived through determining the impact on post-tax profits as noted
above.
HEDGE OF NET INVESTMENT IN FOREIGN OPERATION
For hedges of a net investment in a foreign operation, the effective portion of the gain or loss on the
hedging instrument is recognised in the statement of other comprehensive income and accumulated in
the foreign currency translation reserve, while any ineffective portion is recognised immediately in the
statement of financial performance. On disposal of the foreign operation, the cumulative amount of any
such gains or losses accumulated within equity is transferred to the statement of financial performance.
The net assets employed in Barossa Valley Estate Pty Limited (BVE) exposes the Group to foreign currency risk as a
result of changes in the AUD/NZD exchange rate.
The foreign currency movement on translation of the net assets of BVE is included in the statement of other
comprehensive income. Since the acquisition of BVE the Group has maintained a portion of their external borrowings
in AUD to mitigate this risk. The foreign exchange movement on these external borrowings in the absence of hedge
accounting is included in the statement of financial performance.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
Increase/
(decrease)
Increase/
(decrease)
Increase/
(decrease)
Increase/
(decrease)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
40
External borrowings of A$29,350,000 (2023: $29,350,000) have been designated as a hedge of the net investment in
BVE. Gains or losses on the retranslation of this borrowing are transferred to the statement of other comprehensive
income to offset any gains or losses on translation of the net assets of BVE. There is no hedge ineffectiveness in the
year ended 30 June 2024.
INTEREST RATE RISK
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term and
short-term debt obligations with interest payable based on floating rates of interest. Interest rate risk is monitored
by the TMC on an ongoing basis. The recommendation by the TMC to enter into fixed or variable rate debt facilities
and decisions to retire existing debt instruments is made after consideration of the economic indicators impacting
upon the overnight cash rate, which influences the rates of interest charged by financial institutions. All funding
facilities recommended by the TMC must be approved by the Board of Directors.
The Group manages interest rate risk through maintaining a mix of debt instruments having variable and fixed
interest rates. The Group’s policy is to maintain a level of fixed debt facilities between 40% to 100% of core debt for
a period of one year, between 30% to 80% of projected core debt for periods of one to three years, and between 0%
to 60% of projected core debt facilities for three to five years.
The Group also manages interest rate risk through being counterparty to a series of interest rate swaps. The Group
agrees to settle or has the option to exchange, at specified dates, the difference between fixed and variable rate
interest amounts calculated by reference to an agreed upon notional principal amount. These are discussed in
Note 9: Derivative Financial Instruments.
The table below demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables
held constant, on the Group’s post-tax profits and equity:
IMPACT ON 2024 REPORTED IMPACT ON 2023 REPORTED
Post-Tax Equity Post-Tax Equity
Profits Profits
Group $000 $000 $000 $000
2.00% Increase – 200 basis points
(2023: 2.00% Increase – 200 basis points) 1,881 1,881 2,200 2,200
0.25% Decrease – 25 basis points
(2023: 0.25% Decrease – 25 basis points) (235) (235) (275) (275)
The key assumptions which impact upon the values presented in the above table are the following:
– Cash and cash equivalents include deposits on call which are at floating interest rates. The estimated impact
upon interest revenues from these sources is based upon amounts held on deposit remaining at consistent
levels as reported at the balance sheet date. For foreign denominated deposits, the impact on foreign exchange
is based on the conversion rate existing at balance sheet date.
– Account balances that are trade receivables or trade payables are generally on 30 to 90 day terms and are non-
interest bearing and are not subject to interest rate risk.
– The impact upon the fair value of the interest rate swaps is based upon the differential in rates between the
Group paying a fixed rate of interest and receiving the floating New Zealand Bank Bill Rate (BKBM) multiplied by
the nominal amount under the swap agreement up until maturity.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
41
– Interest payable on bank debt is based upon the BKBM/BBSY plus a margin. The margin is dependent upon the
Group achieving certain financial covenants and the margin ranges from 0.91% to 2.05% (2023: 0.91% to 1.90%).
The analysis assumes that the margin and principal is held constant at the same rate as at the balance sheet
date with the sensitivity calculating the effect on interest expense of movements in the BKBM/BBSY rate. The
analysis excludes any future interest that would be capitalised as part of long-term assets.
– Included in the above table is the change in fair value of interest rate swaps, which results from changes in the
floating interest rate.
CREDIT RISK
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group.
To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance
by that counterparty and arises principally from receivables from customers, derivative financial instruments and
the investment of cash.
The Group trades with recognised and creditworthy third parties. It is the Group’s policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an
ongoing basis.
The Group places cash, short-term deposits, and derivative financial instruments with good credit quality
counterparties.
The Group is not exposed to any significant concentrations of credit risk, within receivables, other assets, and
derivatives.
The carrying amount of financial assets recorded in the financial statements represent the Group’s maximum
exposure to credit risk.
LIQUIDITY RISK
Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level may lead to the
Group being unable to meet its day to day funding obligations. To minimise liquidity risk, the Group’s policy is to
maintain committed funding facilities at a minimum of 105% of the projected peak debt level over the next 12 months
(excluding the cash requirements for any business combinations).
A General Security Agreement exists in favour of Westpac New Zealand Limited, Westpac Banking Corporation,
Bank of New Zealand Limited, China Construction Bank (New Zealand) Limited and Hongkong and Shanghai
Banking Corporation Limited to secure amounts loaned to the Group. The General Security Agreement covers the
existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited, and Barossa
Valley Estate Pty Limited. The amount of the guarantee in respect of the banking facilities is not included in the table
on page 42 and is the lower value of the net assets of the Group and the aggregate of the loans advanced at balance
date. Loan facilities are disclosed in Note 10.
The table on page 42 presents all contractual payments which the Group is legally obliged to make and includes
all future interest payments on interest-bearing facilities. The interest cost has been estimated by maintaining the
current principal balance and interest rates that exist at balance sheet date. The table also includes the New Zealand
Dollar equivalent for the foreign currency amounts, which are to be delivered to fulfil obligations under foreign
currency contracts.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
42
Facility Type
30 June 2024
Facility
Limit
$000
Drawn at
Balance Sheet
Date
$000
< 1 year
$000
1 to 2 years
$000
> 2 years
$000
Working Capital facility 45,000 21,381 1,518 22,275 –
Multicurrency facility A 100,000 100,000 6,900 104,064 –
Multicurrency facility B 100,000 100,000 7,050 7,050 104,153
Term facility 39,900 39,897 3,032 41,683 –
Headroom facility 20,000 – – – –
Revolving loan facility 45,000 45,000 3,069 46,808 –
AUD facility A 32,045 32,045 1,847 1,847 33,133
AUD facility B 38,214 31,663 1,796 32,721 –
Lease liability N/A 94,613 11,752 11,988 166,732
Low value asset leases N/A N/A 5,160 3,885 5,331
Derivative financial instruments N/A N/A 184,711 17,715 (571)
Trade payables and accruals N/A 30,456 30,456 – –
Financial guarantee contracts N/A N/A 144 – –
As at 30 June 2024 420,159 495,055 257,435 290,036 308,778
Included in the table above are financial guarantees which are presented at their highest possible amount that can
be called at balance date. For each individual guarantee, if the obligation at balance date is lower than the maximum
amount callable under the guarantee then the lower value has been included. The guarantees can be called in favour
of the beneficiary if certain acts of non-performance occur. The Directors consider the likelihood of each financial
guarantee being called remote.
Facility Type
30 June 2023
Facility
Limit
$000
Drawn at
Balance Sheet
Date
$000
< 1 year
$000
1 to 2 years
$000
> 2 years
$000
Working Capital facility 45,000 21,183 1,476 22,053 –
Multicurrencyfacility A 100,000 100,000 6,620 103,899 –
Multicurrency facility B 100,000 100,000 6,770 6,770 110,758
Term facility 39,900 39,897 2,908 41,610 –
Headroom facility 20,000 – – – –
Revolving loan facility 45,000 – – – –
AUD facility A 31,920 31,920 1,570 1,570 34,415
AUD facility B 38,064 33,714 1,649 1,649 34,685
Lease liability N/A 93,559 10,220 9,338 137,821
Low value asset leases N/A N/A 4,952 3,897 5,141
Derivative financial instruments N/A N/A 178,629 1,529 (1,423)
Trade payables and accruals N/A 44,226 44,226 – –
Financial guarantee contracts N/A N/A 474 – –
As at 30 June 2023 419,884 464,499 259,494 192,315 321,397
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
43
All of the above facilities have a floating rate of interest which is tied to the New Zealand BKBM for NZD facility/
Australian BBSY for AUD facility plus margin. At balance sheet date the Group has interest rate swaps that cover
$132,296,000 (2023: $117,189,000) of the principal balance drawn at balance sheet date. Refer to Note 9.
The Group maintains credit facilities at a level sufficient to fund the Group’s working capital during the period
between cash expenditure and cash inflow.
SUMMARY OF FINANCIAL INSTRUMENTS HELD
At the balance sheet date the Group reports the following categories of financial instruments:
2024 2023
$000 $000
Financial Assets
Financial assets at amortised cost 85,829 60,320
Financial assets at fair value through profit and loss 4,291 5,574
90,120 65,894
Financial Liabilities
Financial liabilities at amortised cost 494,546 463,793
Financial liabilities at fair value through profit or loss 46 4,018
494,592 4 6 7, 8 11
The Group does not have any financial assets or liabilities that are classified as fair value through other
comprehensive income (FVOCI).
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of financial instruments is presented in the previous table. For financial instruments measured at
fair value, further disclosure is required that allocates the fair values into a measurement hierarchy. The following
principles have been applied in classifying these instruments:
Level 1 – the fair value is calculated using quoted prices in active markets;
Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly (as prices) or indirectly (derived from prices);
Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.
The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised below:
Level 1 Level 2 Level 3 Total
30 June 2024 $000 $000 $000 $000
Financial Assets
Foreign currency forward exchange option contracts – 386 – 386
Foreign currency forward exchange contracts – 856 – 856
Interest rate swap contracts – 3,049 – 3,049
– 4,291 – 4,291
Financial Liabilities
Foreign currency forward exchange contracts – 46 – 46
– 46 – 46
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
44
The fair value of financial instruments held at balance date that are not traded on an active market include foreign
currency forward exchange contracts and options, and net settled interest rate swap contracts. The fair values are
derived through valuation techniques that maximise the use of observable market data where it is available and rely
as little as possible on entity specific estimates, calculated using discounted cash flow models and observable market
rates of interest and foreign exchange. If all significant inputs come from observable market data the instrument is
included in Level 2 of the hierarchy.
Level 1 Level 2 Level 3 Total
30 June 2023 $000 $000 $000 $000
Financial Assets
Foreign currency forward exchange option contracts – 24 – 24
Foreign currency forward exchange contracts – 173 – 173
Interest rate swap contracts – 5,377 – 5,377
– 5,574 – 5,574
Financial Liabilities
Foreign currency forward exchange option contracts – 1,125 – 1,125
Foreign currency forward exchange contracts – 2,893 – 2,893
– 4,018 – 4,018
FINANCIAL RISK ASSOCIATED TO BEARER PLANTS
The Group is exposed to financial risks in respect of agricultural activities. The agricultural activities of the Group
consist of the management of vineyards to produce grapes for use in the production of wine. The primary risk
borne by the Group is caused by the length of time between when cash is expended on the purchase or planting
and maintenance of grape vines and on harvesting grapes and the ultimate realisation of proceeds from the sale
of finished product (wine). The Group takes reasonable measures to ensure that the current year’s harvest is not
affected by disease, drought, frost, or other factors that may have a negative effect upon yield and quality. These
measures include consultation with experts in viticulture, frost protection measures, and ensuring that each vineyard
is managed according to a specifically developed Vineyard Management Calendar.
CAPITAL MANAGEMENT
When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to
maintain optimal returns to shareholders and benefits for other stakeholders of the business. The ultimate aim is to
maintain a capital structure which provides flexibility to enable future growth of the Group while ensuring the lowest
cost of capital is available to the Group.
Management reviews the capital structure of the Group as a result of changes in market conditions which impact
upon interest and foreign exchange rates and may adjust the capital structure to take advantage of these changes.
Management has no current plans to issue further shares on the market but is intent on growing the business which
will require future funding.
The Group is subject to a series of bank covenants over its Senior Debt facilities. These are discussed in Note 10.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
45
3. REVENUE AND SEGMENTAL REPORTING
An operating segment is a reportable segment if the segment engages in business activities in which it
may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s
Chief Operating Decision Maker and for which discrete financial information is available.
The Group reviews its operational performance based upon the management and the geographic areas in which
their customers are based. Financial information which is available to management in order to assess segment
performance and investment opportunities is presented on the same basis. In accordance with NZ IFRS 8: Operating
Segments this forms the basis of presentation for Segment Reporting and is in the format adopted below:
– Delegat Limited (Delegat) is party to vineyard leases and has interests in freehold land and winery infrastructure
which allows the company to grow, harvest and make finished wine to be marketed, distributed and sold into
the Super Premium wine markets. Delegat sells and markets its product through a combination of subsidiary
companies based overseas or to customers and distributors directly in the New Zealand, Canadian, Asian and
Pacific Island markets.
– Delegat Australia Pty Limited, Delegat Europe Limited and Delegat USA, Inc. act as distributors and assist in the
marketing of product in their respective geographic regions. Wines are sold all year round to all regions and the
Group considers there is no significant variations in revenues throughout the year.
The Group implements appropriate transfer pricing regimes within the operating segments on an arm’s length basis
in a manner similar to transactions with third parties.
Management monitors the operating results of its business units separately for the purpose of making resource
allocations and performance assessments. Segment performance is evaluated based on operating profit or loss,
which may be measured differently from operating profit or loss in the consolidated financial statements as segment
reporting is based upon internal management reports. The main differences are a result of some deferred tax
balances being recognised upon consolidation not being allocated to individual subsidiaries. Also inter-company
stock margin eliminations are managed on a group basis and are not allocated to operating segments.
REVENUE
Revenue is recognised when the Group satisfies its performance obligation to the customer. Satisfaction
of a performance obligation occurs when the Group has transferred a promised good to the customer
and when the customer obtains control of that good. The following specific recognition criteria have been
applied to each individual classification of revenue:
i) Sale of Goods
The primary source of revenue earned by the Group is through providing wine to third party retailers
and distributors. Revenue is recognised when control of the wine has passed to the buyer and the costs
incurred or to be incurred in respect of the transaction can be measured reliably. Control is considered
passed to the buyer at the time of delivery of goods to the customer. External sales revenue includes
various payments to customers for volume discounts, rebates and other promotional support.
ii) Interest Revenue
Revenue is recognised as interest accrues using the effective interest rate method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant
period using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
46
REVENUE
Sales are often made with volume discounts, other rebates and various other payments to customers
for promotional support. For volume discounts and other rebates not invoiced at the reporting date
these are estimated based on agreements with customers and estimated depletions during the period.
Other payments to customers for promotional support include listing fees, mailer fees and other
incentives. For these expenses that have not been invoiced at the reporting date these are estimated
based on agreements with customers and estimated achievement of various targets by the customer.
At 30 June 2024 the Group has recognised accruals of $28.8 million (2023: $25.7 million). The majority
of these amounts will be settled within the six months following balance date.
Year ended
30 June 2024
Delegat
Limited
$000
Delegat
Australia
Pty Ltd
$000
Delegat
Europe
Limited
$000
Delegat
USA, Inc.
$000
Other
Segments
10
$000
Eliminations
and
Adjustments
11
$000
Year Ended
30 June
2024
$000
Operating income
External sales
2,8
78,025 61,222 127,516 196,823 9,997 (98,049) 375,534
Internal sales 330,854 – – – 11,025 (341,879) –
Unrealised foreign exchange
(loss)/gain (1,294) – 45 – 2 1,294 47
Fair value gain on derivative
financial instruments 2,689 – – – – – 2,689
Dividend revenue 18 – – – 797 (781) 34
Interest revenue 25 9 2 – 6 – 42
Total segment revenues
1
410,317 61,231 127,563 196,823 21,827 (439,415) 378,346
Operating expenses
Interest expense
3
17,381 51 8 65 2,200 – 19,705
Depreciation and amortisation
4
22,877 588 158 541 1,671 – 25,835
Income tax expense
5
13,516 358 955 789 593 13,990 30,201
Segment profit 34,456 813 2,848 2,366 2,244 (11,350) 31,377
Assets
Segment assets
6
1,038,624 9,684 49,262 46,818 110,479 (138,952) 1,115,915
Capital expenditure
7
68,523 2 – 10 549 – 69,084
Segment liabilities 540,126 3,752 32,058 19,993 38,633 (74,646) 559,916
Refer to footnotes on page 47
3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
47
3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)
Year ended
30 June 2023
Delegat
Limited
$000
Delegat
Australia
Pty Ltd
$000
Delegat
Europe
Limited
$000
Delegat
USA, Inc.
$000
Other
Segments
10
$000
Eliminations
and
Adjustments
11
$000
Year Ended
30 June
2023
$000
Operating income
External sales
2,9
74,612 59,865 123,058 201,386 8,623 (93,674) 373,870
Internal sales 341,495 – – – 10,039 (351,534) –
Unrealised foreign exchange
gain/(loss) 2,411 – 90 – (3) (595) 1,903
Fair value gain on derivative
financial instruments 5,552 – – – – – 5,552
Dividend revenue 2,914 – – – 86,078 (88,926) 66
Interest revenue 32 7 – – 12 – 51
Total segment revenues
1
427,016 59,872 123,148 201,386 104,749 (534,729) 381,442
Operating expenses
Interest expense
3
12,921 49 10 40 1,706 – 14,726
Depreciation and amortisation
4
20,428 616 150 550 1,867 – 23,611
Income tax expense
5
23,280 352 788 828 352 (674) 24,926
Segment profit/(loss) 62,265 804 3,049 2,539 86,826 (90,658) 64,825
Assets
Segment assets
6
1,005,876 10,293 62,221 32,444 130,621 (178,148) 1,063,307
Capital expenditure
7
100,907 6 3 33 782 – 101,731
Segment liabilities 541,739 4,419 47,943 8,067 40,779 (124,411) 518,536
1.
Intersegment revenues are eliminated on consolidation. Intercompany profit margins are also eliminated.
2.
External sales revenue includes various payments to customers for volume discounts, rebates and other promotional support. For volume
discounts, rebates and other promotional support not invoiced at 30 June 2023 the Group recognised accruals of $25,719,000 (30 June 2022:
$21,458,000). During the year $172,000 of these accruals have been released (2023: $1,095,000).
3.
Interest expense is net of any interest capitalised to long-term assets and inventory. During the year $5,563,000 (2023: $3,054,000) was
capitalised to long-term assets. During the year $4,780,000 (2023: $4,580,000) was capitalised to inventory.
4.
Depreciation and amortisation expense presented above is gross of $21,796,000 (2023: $19,561,000), which has been included within
inventory.
5.
Segment income tax expense does not include the deferred tax impacts of temporary differences arising from intercompany stock margin
eliminations as this is managed on a group level.
6.
Segment assets include the value of investments and loan balances for subsidiaries which reside in Delegat Limited however do not include
the effects of stock margin eliminations for stock on hand in subsidiaries.
7.
Capital expenditure consists of additions of property, plant and equipment inclusive of capitalised interest. Capital expenditure is included
within each of the reported segment assets noted above.
8.
During the 2024 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $96,737,000.
9.
During the 2023 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to
$105,289,000.
10.
Other segments’ assets include non-current assets of Barossa Valley Estate Pty Limited of $45,492,000 (2023: $46,292,000) which are
located in Australia.
11.
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and balances which are
eliminated on consolidation.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
48
4 . E X P E N S E S
Expenses by function have been categorised as follows:
Notes 2024 2023
$000 $000
Cost of sales 228,488 211,634
Selling, marketing and promotion expenses 49,637 45,837
Corporate governance expenses 1,709 1,405
Administration expenses 17, 2 2 9 18,089
2 9 7, 0 6 3 276,965
Specific components of the above expenses include:
Directors’ fees – Delegat Group Limited 660 702
Directors’ fees – Overseas subsidiaries 54 60
Depreciation
1
14, 17 25,492 23,218
Amortisation
16 343 393
Wages and salaries
2
55,397 51,206
Defined contribution pension plans
2
2,177 1,996
Termination benefits paid
2
186 201
Auditor Remuneration
3,4
Assurance services
Audit of the financial statements 467 309
Non-assurance services
Tax compliance 40 24
Total remuneration 507 333
1.
The depreciation figure presented above represents the gross depreciation charge for the year. Depreciation is recorded in the business
function to which the asset relates. Depreciation incurred on assets directly associated with winemaking and viticulture of $21,796,000 (2023:
$19,561,000) is included within the cost of inventories and expensed as a cost of sales when product is sold.
Depreciation on vineyard development commences when the vineyard is considered to be in commercial production, which is generally
when the vineyard has produced approximately 60% of the expected yield at full production.
2.
The employee benefit figures above represent the gross employee benefits expense for the year. Included within inventory is remuneration
paid to employees directly associated with winemaking, bottling and packaging. During the year $13,813,000 (2023: $11,841,000) of employee
benefits were included within inventory. These costs are included within inventory until the stock to which the expenditure relates is sold.
3.
The auditor of Delegat Group Limited is Deloitte. Amounts received, or due and receivable, by Deloitte are as disclosed above.
4.
During the year the Group also paid $6,000 (2023: $5,000) to SBA Stone Forest CPA Co Ltd for the audit of the local financial statements of
Delegat (Shanghai) Trading Co. Limited.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
49
5. EARNINGS PER SHARE
Basic earnings per share is calculated as Group profit after income tax attributable to ordinary
shareholders of the Parent, adjusted to exclude any costs of servicing equity (other than dividends) and
preference share dividends, divided by the weighted average number of ordinary shares on issue.
Diluted earnings per share is calculated as Group profit after income tax attributable to ordinary
shareholders of the Parent adjusted for:
– costs of servicing equity (other than dividends) and preference share dividends;
– the after tax effect of dividends and interest associated with dilutive potential ordinary shares that
have been recognised as expenses; and
– other non-discretionary changes in revenues and expenses during the period that would result from
the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares.
The following reflects the earnings used in the calculation of the basic and fully diluted earnings per share:
2024 2023
a) Earnings Used in Calculating Earnings per Share
Profit for the year – basic and fully diluted ($000) 31,377 64,825
b) Weighted Average Number of Shares
Weighted average number of shares – basic and fully diluted (000s) 101,130 101,130
c) Reported Earnings per Share on Statement of Financial Performance
(expressed as cents per share)
Basic and fully diluted earnings per share 31.03 64.10
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
50
6. SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction from the proceeds.
2024 2023
$000 $000
Balance at beginning of the year 49,815 49,815
Balance at end of the year 49,815 49,815
a) Movement in the Number of Ordinary Shares on Issue Shares Held
000s 000s
Balance at beginning of the year 101,130 101,130
Balance at end of the year 101,130 101,130
All ordinary shares have equal voting rights and share equally in dividends and surplus on winding up.
b) Nature and Purpose of Reserves
Foreign Currency Translation Reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign subsidiaries. During the year equity increased by $183,000 upon the translation of
foreign subsidiaries (2023: $311,000).
7. DIVIDENDS PAID AND PROPOSED
a) Recognised Amounts
Dividends that were declared and paid on ordinary shares during the year amounted to $20,242,000 (2023:
$20,243,000) equating to 20.0 cents per share (2023: 20.0 cents per share).
b) Unrecognised Amounts
After the balance sheet date, dividends of 20.0 cents per share were approved by the Board of Directors. These
amounts are not recognised in these financial statements as the declaration date was subsequent to year-end.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
51
8. TRADE PAYABLES AND ACCRUALS
Trade payables are initially recognised at fair value and then carried at amortised cost, and due to their
short-term nature, they are not discounted. They represent liabilities for goods and services provided
to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these goods and services.
Provisions and accruals are recognised when the Group has a present obligation as a result of a past
event and it is probable that an outflow of economic resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions and accruals are measured as the present value of management’s best estimate of the
expenditure required to settle the present value of the obligation at the balance sheet date. If the effect
of the time value of money is material, provisions and accruals are discounted using a pre-tax rate that
reflects the time value of money and the risks specific to the liability. The increase in the provision or
accruals resulting from the passage of time is recognised as a finance cost.
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick
leave expected to be settled within 12 months of the reporting date, are recognised in respect of the
employee’s services up to the reporting date. They are measured as the amounts expected to be paid
when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave
is taken and is measured at the rates paid or payable.
The Group makes regular contributions to various defined contribution pension plans. Included within
the statement of financial performance are amounts paid and payable by the Group into these pension
plans, net of any related tax rebates. The Group does not make available or make contributions to any
defined benefit superannuation plans.
2024 2023
$000 $000
Trade payables 15,008 28,468
Employee entitlements and leave benefits 6,614 7, 5 0 1
Goods and services tax 691 484
Accrued expenses 15,4 47 15,758
3 7,76 0 52,211
Trade payables are unsecured, non-interest bearing and are generally settled on 30 to 60 day terms. The carrying
amount disclosed above is a reasonable approximation of fair value.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
52
9. DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments such as forward currency contracts and options to
economically hedge its risks associated with foreign currency fluctuations and interest rate swaps to
manage interest rate risk. Such derivative financial instruments are initially recognised at fair value on
the date on which a derivative contract is entered into, and are subsequently remeasured to fair value at
balance date. Any gains or losses arising from changes in the fair value of derivatives are taken directly
to the statement of financial performance. The fair value of forward exchange contracts and options is
determined by reference to current forward exchange rates for contracts with similar maturity profiles.
The fair value of interest rate swaps is determined by reference to market inputs for similar instruments.
The Group has the following derivative financial instruments outstanding at the balance sheet date:
a) Foreign Currency Forward Exchange Contracts and Options
i) Forward Exchange Contracts
AVERAGE CONTRACTED RATE NOTIONAL VALUE
2024 2023 2024 2023
Selling Currency/Buying NZD $000 $000
Sell AUD, maturity 0-11 months 0.9133 0.9063 18,034 16,906
Sell USD, maturity 0-14 months 0.6046 0.6162 69,593 51,750
Sell GBP, maturity 0-14 months 0.4798 0.5001 42,219 47, 5 6 0
Sell CAD, maturity 0-9 months 0.8196 0.8265 15,077 15,732
Sell SGD, maturity 0-9 months 0.7981 0.8248 533 655
Sell HKD, maturity 0-6 months 4.6626 4.7682 1,047 2,108
Sell EUR, maturity 0-9 months 0.5597 0.5752 6,255 7, 4 41
Buying Currency/Selling NZD
Buy EUR, maturity 0 months 0.5692 0.5629 764 266
Buy AUD, maturity 0 months – 0.9099 – 22
Buy GBP, maturity 0 months 0.6096 0.6072 1,132 165
The fair value of forward exchange contracts is determined by comparing the market rates for contracts with the
same nominal amount, exercise price and length of time to maturity.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
53
a) Foreign Currency Forward Exchange Contracts and Options (continued)
ii) Forward Currency Options
AVERAGE CONTRACTED RATE NOTIONAL VALUE
2024 2023 2024 2023
Selling Currency/Buying NZD $000 $000
Sell USD, maturity 0–12 months 0.5906 0.6348 29,605 21,295
Sell GBP, maturity 0–15 months 0.4807 0.4958 20,794 12,111
Sell AUD, maturity 3–11 months 0.9113 0.9075 2,195 2,755
Sell CAD, maturity 0–7 months 0.8207 0.8438 2,132 2,371
NZ IFRS 9: Financial Instruments requires that derivative financial instruments are classified as fair value
through profit or loss for measurement purposes unless they are accounted for as hedges. Under NZ
IAS 1: Presentation of Financial Statements, assets and liabilities under the fair value through profit or
loss classification would generally be classified as current in the statement of financial position if held for
trading. However, if the intent is not to actually trade the derivative financial instruments with maturities
greater than one year but to hold them until maturity, then the derivative financial instruments are
more appropriately classified as non-current. The amounts that are classified as non-current reflect the
amounts that will not be settled in the next 12 months.
The classification of forward exchange contracts and forward currency options between current and non-current
is based on whether the contracts will be settled in the next 12 months. The fair value of open contracts existing at
balance sheet date are classified as follows:
2024 2023
Assets Liabilities Assets Liabilities
$000 $000 $000 $000
Current
Forward Exchange Contracts 821 46 173 2,893
Foreign Currency Options 305 – 24 1,116
1,126 46 197 4,009
Non-current
Forward Exchange Contracts 36 – – –
Foreign Currency Options 80 – – 9
116 – – 9
9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
54
b) Interest Rate Swaps
In order to protect against risks relating to increases in interest rates, the Group has entered into interest rate swap
contracts under which the Group receives interest at variable rates and has agreed to pay interest at fixed rates for
varying terms of principal and time durations.
At balance sheet date interest rate contracts are in place that cover a total $105,000,000 (2023: $90,000,000) of
current New Zealand dollar denominated Group debt through five separate cap rate agreements, which range in
maturity from one to five years, with a weighted average interest rate cap of 3.22% plus bank margin (2023: 2.88% plus
bank margin). In addition, interest rate contracts are in place that cover a total A$25,000,000 (2023: A$25,000,000)
of current Australian dollar denominated Group debt through five separate cap rate agreements, which range in
maturity from one to two years, with a weighted average interest rate cap of 2.05% plus bank margin (2023: 1.65%
plus bank margin).
At balance sheet date the Group has two further seperate cap rate agreement that covers NZ$45,000,000 which
applies at a future date to cover future Group indebtedness (2023: $40,000,000). Maturity ranges from three to five
years, with a weighted average interest rate cap of 4.25% plus bank margin. The Group has six additional Australian
Dollar denominated cap rate agreement in place that covers a total A$27,000,000 (2023: A$15,000,000), which
range in maturity from two to five years, with a weighted average interest rate cap of 3.78% plus bank margin (2023:
3.38% plus bank margin).
The total fair value of these contracts at balance sheet date is an asset of $3,049,000 (2023: $5,377,000).
The Group has elected not to apply hedge accounting to its derivative financial instruments and
accordingly the instruments have been classified as fair value through profit and loss.
The classification between current and non-current is based on whether the contracts or portion of contracts will be
settled within the next 12 months. The total fair value of these contracts at balance sheet date is classified as follows:
2024 2023
Assets Liabilities Assets Liabilities
$000 $000 $000 $000
Current
Interest Rate Swaps 1,581 – 2,408 –
1,581 – 2,408 –
Non–current
Interest Rate Swaps 1,468 – 2,969 –
1,468 – 2,969 –
9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
55
10. INTEREST-BEARING LOANS AND BORROWINGS
a) Debt Facilities Existing at Balance Sheet Date
Interest-bearing loans and borrowings are initially recognised at the fair value of the consideration
received, less directly attributable transaction costs. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost using the effective interest method. Fees
paid on the establishment of loan facilities are included as part of the carrying amount of the interest-
bearing loans and borrowings. Interest-bearing loans and borrowings are classified as current liabilities,
unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
balance sheet date.
Borrowing costs are expensed as incurred, except when they are directly attributable to the acquisition
or construction of a qualifying asset. When this is the case, they are capitalised as part of that asset.
Once the asset is put into productive use, capitalisation of the borrowing costs ceases.
At the balance sheet date the following debt facilities have been drawn upon by the Group:
MaturityEffective Interest Rate2024
$000
2023
$000
20242023
Non-Current Debt Obligations
Multicurrency facility A31 January 20266.90%6.62% 99,920 99,898
Multicurrency facility B31 January 20275.68%6.77% 99,799 99,721
AUD facility A31 January 20275.76%4.92% 31,983 31,833
AUD facility B31 January 20265.67%4.83% 31,619 33,643
Term facility31 January 20267.60%7. 2 9 % 39,865 39,852
Headroom facility31 January 2026N/AN/A (17) (20)
Revolving loan facility31 January 2026N/AN/A 44,964 (56)
Working Capital facility31 January 20267.10 %6.97% 21,345 21,137
369,478 326,008
The carrying amount of the Group’s non-current interest-bearing loans and borrowings are the fair values at balance
sheet date.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
56
b) Terms and Conditions of Debt Facilities
i) Senior Debt Facilities
On 26 June 2024, the Group successfully completed the renegotiation of its Senior Debt facilities agreement
with Westpac New Zealand Limited, Westpac Banking Corporation, Bank of New Zealand Limited (BNZ), China
Construction Bank (New Zealand) Limited (CCB) and Hong Kong and Shanghai Banking Corporation Limited
(HSBC). With the syndicated facility agreement a General Security Agreement has been put in place in favour of the
banks over the existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited
and Barossa Valley Estate Pty Limited.
At balance sheet date the Working Capital facility, Multicurrency facility A, Multicurrency facility B, AUD facility
A, AUD facility B, Term facility, Headroom facility and Revolving loan facility collectively make up the syndicated
Senior Debt Facilities of Delegat, which provide funding for the assets of the Group. The maximum limit of the
Working Capital facility is NZ$45,000,000 (2023: NZ$45,000,000), the Multicurrency facility A is NZ$100,000,000
(2023: NZ$100,000,000), the Multicurrency facility B is NZ$100,000,000 (2023: $100,000,000), the AUD facility A
is A$29,350,000 (2023: A$29,350,000), the AUD facility B is A$35,000,000 (2023: A$35,000,000), Term facility is
NZ$39,900,000 (2023: NZ$39,900,000), Headroom facility is NZ$20,000,000 (2023: NZ$20,000,000) and Revolving
loan facility is NZ$45,000,000 (2023: NZ$45,000,000). At balance sheet date NZ$50,170,000 (2023: NZ$93,167,000)
is available for further drawdown on these facilities.
The amount drawn down on the AUD facility A and AUD facility B at the balance sheet date was A$58,350,000 (2023:
A$60,350,000). At balance date A$6,000,000 (2023: A$4,000,000) is available for further drawdown on these
facilities.
Interest on these facilities is based on the BKBM/BBSY plus margin. The facility agreement requires that certain
banking covenants be met and requires the Group to maintain or better specified EBITDA and fixed charges
coverage ratios, and maintain or better a minimum adjusted equity balance. The Group must also maintain or better
a specified total tangible asset backing. At year-end, and at measurement dates during the year, the covenants of the
Senior Debt Facilities have been met.
ii) Other Facilities
Delegat also has available an overdraft limit of $1,000,000 (2023: $1,000,000). Interest charged on this facility is at
the commercial lending rate (2023: commercial lending rate). At 30 June 2024 the commercial lending rate is 9.80%
(2023: commercial lending rate 9.80%). No amount is drawn against this facility at balance sheet date.
10. INTEREST-BEARING LOANS AND BORROWINGS (C O NTI N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
57
11. TRADE AND OTHER RECEIVABLES
On initial recognition, the Group’s trade receivables are recognised at their transaction price as defined
in NZ IFRS 15: Revenue from Contracts with Customers. The Group’s trade receivable balances are
generally short-term and do not contain a significant financing component. They are subsequently
measured at amortised cost using the effective interest method, less an allowance for expected future
credit losses.
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables and sundry receivables if financial assets. Expected
credit losses are measured by grouping trade receivables based on shared credit risk characteristics
and the days past due. A provision matrix is then determined based on the historical credit loss rates for
each group of customers, adjusted for any material expected changes to the future risk for that customer
group.
Individual trade receivable balances which are known to be uncollectible are written off where the Group
has no reasonable expectation of recovering the trade receivable balance.
2024 2023
$000 $000
Trade receivables 76,445 53,710
Prepayments and sundry receivables 7,831 5,234
Goods and services tax 1,852 3,534
86,128 62,478
As at 30 June 2024 the ageing of trade receivables is as follows:
Ageing of receivables
New Zealand
(including
Asia Pacific)
AustraliaUnited
Kingdom
United
States of
America
CanadaGroup
As at 30 June 2024 $000 $000 $000 $000 $000 $000
Current 3,259 8,922 22,483 32,458 6,252 73,374
1 to 30 days 43 4 265 2,100 658 3,070
31 to 60 days – – – 1 – 1
61 to 90 days – – – – – –
Greater than 90 days – – – – – –
Total trade receivables 3,302 8,926 22,74 8 34,559 6,910 76,445
All amounts recognised as trade receivables are unsecured and the maximum credit risk is equivalent to the carrying
values noted directly above. Trade receivables are non-interest bearing and generally settled on 30 to 90 day terms.
Due to their short-term nature trade receivables are not discounted.
In determining the historic loss rates to be applied to these customer groups and ageing buckets the Group has
reviewed whether there were any bad debts written off over the last five years and has identified that these were $nil
(2023: $nil). Accordingly the historic loss rates applied to each customer group at 30 June 2024 are 0% (2023: 0%).
Due to the short term nature of the Group’s trade receivables, the nature of the Group’s customer base, the Group’s
experience over the past five years and other forward looking information, the historic loss rates have not been
adjusted for any material expected future changes in credit risk.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
58
12. INVENTORIES
Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated costs of completion and the estimated
costs necessary to make the sale. Costs of finished goods sold are assigned on a weighted average cost
basis.
GRAPES
Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the
grapes are harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under
NZ IAS 41: Agriculture and are recorded at fair value at that date. The fair value becomes the basis of cost
when accounting for inventories.
Harvesting of the grape crop is ordinarily performed in late March or early April. Costs incurred in growing
the grapes, including any applicable harvest costs, are initially allocated into the cost of inventory as
part of the total costs to acquire and grow the agricultural produce. At the point of harvest, a fair value
adjustment is made so that the cost per tonne is adjusted to fair value in accordance with NZ IAS 41:
Agriculture and NZ IFRS 13: Fair Value Measurement. Any difference between cost and fair value is
included within the statement of financial performance as cost of sales.
The fair value of grapes at the point of harvest is determined by reference to the market prices for each
variety of grape grown in the local area and the market price paid to independent grape growers. Any
difference between cost and fair value is included within the statement of financial performance as cost
of sales.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
59
2024 2023
$000 $000
Current vintage 105,198 124,843
Aged wine 6 7, 8 2 3 75,076
Winery ingredients, packaging materials and other 8,903 9,836
181,924 209,755
During the year the Group harvested a total of 34,150 tonnes of grapes (2023: 45,340 tonnes) in New Zealand and
Australia. The harvest was 25% lower than 2023 as a result of cooler spring growing conditions, causing a significant,
region-wide reduction in yield for the growing season. Of this amount a total of 11,083 tonnes (2023: 14,929 tonnes)
were purchased from independent third party growers. The fair value of agricultural produce from the Group’s owned
and leased vineyards at the point of harvest was $50,400,000 (2023: $70,497,000). A fair value loss of $4,977,000
(2023: $20,906,000 gain) was recorded during the year and included within cost of sales. Included within cost of
sales is a total of $223,512,000 (2023: $232,540,000) which represents costs expended in grape growing (inclusive
of lease costs), procurement, delivery and materials.
13. BIOLOGICAL WORK IN PROGRESS
2024 2023
$000 $000
Growing costs relating to next harvest 15,565 14,710
15,565 14,710
As allowed under NZ IAS 41: Agriculture the vineyard costs in the period to 30 June have been recognised
as work in progress for the next harvest and the Group has determined that cost is equal to fair value at
this point of the growth cycle.
12. INVENTORIES (C O NTI N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
60
14. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost less accumulated depreciation and any
accumulated impairment losses. Such costs include the cost of replacing parts that are eligible for
capitalisation when the cost of replacing the parts is incurred. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets and the value of other directly
attributable costs that have been incurred in bringing the assets to the location and condition necessary
for their intended service.
The cost of self-constructed assets includes the cost of all materials used in the construction, direct
labour on the project, lease costs and financing costs that are directly attributable to the project and an
appropriate proportion of directly attributable variable and fixed overheads. Costs cease to be capitalised
when the asset is ready for productive use. In respect of vineyard improvements, capitalisation of costs
continues until the vineyards are ready for productive use, which is when the vineyard has produced
approximately 60% of expected yield at full production, ordinarily a period of three years after the planting
of vines.
Land and Land Improvement assets are measured at cost and are not subject to depreciation.
IMPAIRMENT
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. If an impairment trigger exists, the recoverable amount of the asset is
determined, being the higher of an asset’s fair value less costs to sell, and value in use. An impairment
charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. For the purposes of assessing impairment, the recoverable amount is determined at the lowest
level for which there are separately identifiable cash flows (cash-generating units).
DEPRECIATION
Depreciation of property, plant and equipment, other than land and land improvements, which has an
indefinite economic life and hence not depreciated, is charged on a straight-line basis so as to write off
the assets to their expected residual value over their estimated useful lives. The estimated useful lives
are as follows:
B
uildings 10–50 years
Plant and Equipment 3–50 years
Vineyard Improvements 3–50 years
Bearer Plants 50 years
The estimation of the useful lives of assets has been based on historical experience as well as lease terms.
The condition of the assets is assessed at least once per year and considered against the remaining
useful life. Adjustments to useful lives are made when considered necessary.
Depreciation on vineyard improvements commences when the vineyard is considered to be in
commercial production, which is when the vineyard has produced approximately 60% of the expected
yield at full production, ordinarily a period of three years after the planting of vines. The assets’ residual
values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the end of
each financial year.
Capitalised assets on leased vineyards or office premises are depreciated over the shorter of the
estimated useful life of the asset and the remaining lease term.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
61
IMPAIRMENT
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to
the Group and to the particular asset that may lead to impairment. If an impairment trigger exists the
recoverable amount of the asset is determined.
Impairment testing of property, plant and equipment and intangible assets is an area where estimates
and judgements have a significant risk of causing a material adjustment to the carrying amount of the
Group’s property, plant and equipment and indefinite life intangible assets.
The Group considers that the Group’s assets comprise two cash-generating units (CGUs), New Zealand
and Barossa Valley. In the current year the Group considers that there are indicators of impairment in
respect of the Barossa Valley Estate (BVE) CGU due to current market conditions and have therefore
determined the recoverable amount of the BVE CGUs assets.
The recoverable amount of the BVE CGU is determined on a value-in-use basis using a discounted cash
flow model. The cash flow forecasts are primarily based on the business units’ forecast five-year plan
prepared by management and approved by the Board.
The key assumptions used in the value in use calculation are as follows:
– Sales growth - Projected case sales are based on the 5-year plan from FY25-FY29 supported by
management’s expectation of an improving case sales profile.
– Discount rate - The cash flow projections are discounted using a pre-tax rate of 8.4% (2023: 8.7%)
which reflects the weighted average cost of capital for the Group. This rate reflects the risk profile of
the business and the market which BVE operates.
– Terminal growth rate - The cash flow projections include a 1% terminal growth assumption (2023: 1%)
from FY29.
The discounted cash flows from the cash generating unit confirmed that there was no impairment, and
that the recoverable value from value in use exceeds the carrying value of the BVE CGUs assets by $36.6
million (2023: $11.0 million).
The BVE CGU is sensitive to changes in forecast sales growth, the discount rate and terminal growth rate.
A reduction in forecast case sales by 5%, an increase in the discount rate by 0.5%, or a reduction in the
terminal growth rate by 0.5%, would reduce the recoverable amount by $4.9 million, $9.3 million, and $7.9
million respectively (2023: $3.6 million, $6.5 million, $5.5 million respectively). An increase in the discount
rate by 4.1% would result in the recoverable amount equalling the carrying value of the CGUs assets. This
sensitivity analysis for each assumption assumes all other assumptions in the model are held constant.
14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
62
a) Reconciliation of Carrying Amounts at Beginning and End of the Year
Year ended 30 June 2024
Freehold Land
and Land
Improvements
Vineyard
Improvements
Bearer PlantsBuildingsPlant and
Equipment
Capital Work in
Progress
Total
$000 $000 $000 $000 $000 $000 $000
Net book value at 1 July 2023 185,862 103,690 48,429 110,172 163,382 74,467 686,002
Additions/Transfers – 87 1 61 20,903 48,032 69,084
Disposals – – – – (136) – (136)
Transfer to assets held for sale (3,204) (4,036) ( 7, 24 0)
Foreign currency translation 28 54 10 36 11 7 146
Depreciation charge – (3,763) (1,418) (3,230) (11,265) – (19,676)
Net book value at 30 June 2024 182,686 100,068 47,022 103,003 172,895 122,506 728,180
At cost 182,693 157,748 66,667 135,449 295,226 122,506 960,289
Accumulated depreciation and
impairment (7) (57,680) (19,645) (32,446) (122,331) – (232,109)
Net book value at 30 June 2024 182,686 100,068 47,022 103,003 172,895 122,506 728,180
Year ended 30 June 2023
Freehold Land
and Land
Improvements
Vineyard
Improvements
Bearer PlantsBuildingsPlant and
Equipment
Capital Work in
Progress
Total
$000 $000 $000 $000 $000 $000 $000
Net book value at 1 July 2022 156,670 105,305 50,466 113,341 145,213 32,123 603,118
Additions/Transfers 29,321 2,465 (536) 247 27,726 42,355 101,578
Disposals – (13) (22) – (361) – (396)
Foreign currency translation (129) (275) (50) (177) (89) (11) (731)
Depreciation charge – (3,792) (1,429) (3,239) (9,107) – (17,567)
Net book value at 30 June 2023 185,862 103,690 48,429 110,172 163,382 74,467 686,002
At cost 185,869 157,589 66,653 139,643 279,192 74,467 903,413
Accumulated depreciation and
impairment (7) (53,899) (18,224) (29,471) (115,810) – (217,411)
Net book value at 30 June 2023 185,862 103,690 48,429 110,172 163,382 74,467 686,002
b) Other Items
During the year, assets related to warehousing in Auckland were transferred and classified as assets available for
sale. Refer to note 15 for further detail.
The weighted average interest rate on interest capitalised during the year was 7.03% (2023: 6.09%).
Bearer Plants consist of grape vines on our vineyards located in New Zealand and the Barossa Valley, Australia.
At 30 June 2024 the Group has grape vines planted on 1,934 productive hectares of land (2023: 1,804 productive
hectares) in New Zealand and 175 productive hectares (2023: 174 productive hectares) in Australia.
14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
63
b) Other Items (continued)
The net book value of vines on leased land where the Group does not have the beneficial ownership in the vine asset,
is not reported above, as the risks and rewards incidental to owning the vines do not transfer to the Group. The
Group is however party to leases of land on which vine stock is owned by the Group, refer Note 17. The net book value
of these assets are reported, as the risk and rewards incidental to ownership are retained by the Group.
15. ASSETS HELD FOR SALE
Non-current assets are classified as held for sale and stated at the lower of their carrying amount and fair
value less costs to sell if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use.
An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less
costs to sell.
A gain or loss not previously recognised by the date of the sale of the non-current asset is recognised at
the date of de-recognition. Non-current assets are not depreciated while they are classified as held for
sale. Non-current assets classified as held for sale are presented separately from the other assets in the
Statement of Financial Position.
Assets held for sale relate to land and buildings used for warehousing. On 4 June 2024, a conditional agreement to
sell these assets was entered into between the Group and a purchaser. Subsequent to balance date the sale and
purchase agreement became unconditional, with the sale completing on 31 July 2024. The carrying value of the land
and buildings is $7,240,000 and is measured at the lower of it’s carrying value and fair value less cost to sell. This
asset was previously reported under the ‘Delegat’ segment in accordance with NZ IFRS 8.
16. INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. The cost of the
intangible assets acquired in a business combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and
accumulated impairment losses.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite
lives are amortised over their useful life and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. Intangible assets with indefinite useful lives are not amortised,
but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The
assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be
supportable; if not, the change in useful life from indefinite to finite is made on a prospective basis.
Water rights currently owned by the Group have been assessed as having indefinite useful lives and are
therefore tested annually for impairment at the CGU level. The recoverable amount of the CGU’s assets
are higher than the water rights’ carrying value and therefore no impairment is required to be recognised.
Water rights currently owned by the Group consist of water rights in both New Zealand and Australia.
Barossa Valley Estate Pty Limited (BVE) owns water rights consisting of shares in Barossa Infrastructure Limited
and associated infrastructure levies. These water rights grant BVE the right to a fixed number of units of water per
share and were purchased by BVE to support their vineyard activities. BVE continues to have the right to use the
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
64
water over an indefinite period and therefore the water rights are considered to have an indefinite useful life. At
balance date the carrying value of BVE’s water rights are $5,800,000 (2023: $5,777,000).
Delegat Limited (Delegat) owns water rights consisting of shares in Lower Waihopai Dam Limited. These water rights
grant Delegat the right to a fixed number of units of water per share and were purchased by Delegat to support their
vineyard activities. Delegat continues to have the right to use the water over an indefinite period and therefore the
water rights are considered to have an indefinite useful life. At balance date the carrying value of Delegat’s water
rights are $600,000 (2023: $600,000).
Costs incurred in developing systems, acquiring software and licences, are capitalised to software where the
activities create an intangible asset that the Group controls and the intangible asset meets the recognition criteria.
Amortisation of software assets is calculated on a straight-line basis over the useful life of the asset (typically 3 to
10 years). Costs related to Software-as-a-Service arrangements are expensed unless they meet the definition of an
intangible asset.
The movement in the value of intangible assets is summarised as follows:
Year ended 30 June 2024 Water Rights Software Total
$000 $000 $000
Carrying value at 1 July 2023 6,377 344 6,721
Additions – 36 36
Disposals – (3) (3)
Foreign currency translation 23 – 23
Amortisation – (343) (343)
Carrying value at 30 June 2024 6,400 34 6,434
At cost 6,400 5,030 11,430
Accumulated amortisation – (4,996) (4,996)
Carrying value at 30 June 2024 6,400 34 6,434
Year ended 30 June 2023 Water Rights Software Total
$000 $000 $000
Carrying value at 1 July 2022 6,328 737 7, 0 6 5
Additions 153 – 153
Foreign currency translation (104) – (104)
Amortisation – (393) (393)
Carrying value at 30 June 2023 6,377 344 6,721
At cost 6,377 5,030 11,407
Accumulated amortisation – (4,686) (4,686)
Carrying value at 30 June 2023 6,377 344 6,721
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16. INTANGIBLE ASSETS (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
65
17. LE A S E S
At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for leases of
low-value assets. The Group applies the low-value assets recognition exemption for its barrel leases.
Payments on the Group’s barrel leases are expensed on a straight line basis over the lease terms. The
Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to
use the underlying assets.
RIGHT-OF-USE ASSETS
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or before the commencement date,
less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets. The estimated useful lives of right-of-
use assets are determined on the same basis as those of property, plant and equipment.
LEASE LIABILITY
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. In calculating the present value of lease payments,
the Group uses the interest rate implicit in the lease when readily determinable; if the implicit interest rate is
not readily determinable the Group uses its incremental borrowing rate at the lease commencement date.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest
and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease term or a change in the lease payments.
Right-of-use asset depreciation and lease liability interest that are directly attributable to bringing new
vineyards to working condition for their intended use are capitalised up until the time the vineyards become
commercially productive. The accumulated amount is then amortised over the remaining lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised. When the Group has the
option to extend a lease, management uses its judgement to determine whether or not an option would be
reasonably certain to be exercised. Management considers all facts and circumstances, including its past
practice and any cost that will be incurred to change the asset if an option to extend is not taken, to help
determine the lease term. After the commencement date, the Group reassesses the lease term if there is a
significant event or change in circumstances that is within its control and affects its ability to exercise or not
to exercise the option to renew.
To determine the value of the lease liability, the future lease payments are discounted using the interest
rate implicit in the lease, otherwise the Group’s incremental borrowing rate is used. Implicit interest rates
are present in most of the Group’s vineyard leases. The Group’s incremental borrowing rate is the rate that
the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar
economic environment with similar terms and conditions. The Group is required to revise the discount rate
used if there is a change in the lease term, a change in the assessment of an option to purchase the underlying
asset, a change in future lease payments resulting from a change in an index or a rate used to determine those
payments, or where there is a lease modification that is not accounted for as a separate lease.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
66
RIGHT-OF-USE ASSETS
Leases held by the Group include long-term land leases, vineyard improvements and bearer plants, which allow the
Group to access prime viticultural land in the Marlborough and Hawke’s Bay areas. The leases provide the Group
the right of first refusal in the event that the land is put up for sale. Other leases include office building, car and
equipment leases.
a) Reconciliation of Right-of-Use Assets at the Beginning and End of the Year
Year ended 30 June 2024
Freehold Land
and Land
Improvements
Vineyard
Improvements
Bearer PlantsBuildingsPlant and
Equipment
Total
$000 $000 $000 $000 $000 $000
Net book value at 1 July 2023 35,686 8,032 2,701 21,337 3,701 71,457
Additions 6,940 270 87 3,554 745 11,596
Disposals - - - (377) (53) (430)
Foreign currency translation - - - (41) 3 (38)
Depreciation charge (1,887) (545) (184) (2,467) (733) (5,816)
Net book value at 30 June 2024 40,739 7,757 2,604 22,006 3,663 76,769
At cost 64,337 18,014 5,759 35,920 6,471 130,501
Accumulated depreciation (23,598) (10,257) (3,155) (13,914) (2,808) (53,732)
Net book value at 30 June 2024 40,739 7,757 2,604 22,006 3,663 76,769
Year ended 30 June 2023
Freehold Land
and Land
Improvements
Vineyard
Improvements
Bearer PlantsBuildingsPlant and
Equipment
Total
$000 $000 $000 $000 $000 $000
Net book value at 1 July 2022 55,349 10,981 3,612 22,155 4,381 96,478
Additions 11,448 275 89 1,824 816 14,452
Disposals (29,369) (2,677) (818) (304) (658) (33,826)
Foreign currency translation - - - 12 (8) 4
Depreciation charge (1,742) (547) (182) (2,350) (830) (5,651)
Net book value at 30 June 2023 35,686 8,032 2,701 21,337 3,701 71,457
At cost 57,397 17,744 5,672 33,616 6,440 120,869
Accumulated depreciation (21,711) (9,712) (2,971) (12,279) (2,739) (49,412)
Net book value at 30 June 2023 35,686 8,032 2,701 21,337 3,701 71,457
17. LEASES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
67
LEASE LIABILITY
b) Reconciliation of Lease Liability at the Beginning and End of the Year
2024 2023
$000 $000
Balance at beginning of the year 93,559 124,323
Per Statement of Cash Flows:
– Interest Expense 5,352 5,131
– Repayments (10,540) (50,184)
Additions/Transfers 6,446 14,452
Disposals (164) (171)
Foreign currency translation (40) 8
Balance at end of the year 94,613 93,559
Current 9,663 5,231
Non-current 84,950 88,328
94,613 93,559
The maturity analysis of lease liabilities is disclosed in Note 2.
c) Other Items
The Group had total cash outflows for leases of $15,675,000 (2023: $54,876,000), this includes an amount of
$5,135,000 (2023: $4,691,000) in relation to leases of low-value assets. Low value asset lease expenses are expensed
on a straight line basis over the lease terms.
17. LEASES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
68
18. INCOME TAX EXPENSE
Current tax assets and liabilities for the current and prior periods are measured as the amount expected
to be recovered from, or paid to, the taxation authorities based on the current period’s taxable income.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted at the balance sheet date.
Deferred income tax is provided for all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred
income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax
losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance
sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all, or part of, the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have
been enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the
statement of financial performance.
Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities, and the deferred tax assets and liabilities relate to the same taxable
entity and the same taxation authority.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
69
2024 2023
$000 $000
a) Numerical reconciliation between aggregate tax expense
in the statement of financial performance and tax expense
calculated per the statutory income tax rate
Accounting profit before tax 61,578 89,751
At the Group’s statutory income tax rate of 28% (2023: 28%) 17, 24 2 25,130
Tax impact of the following items:
Adjustments in respect of income tax of prior years (79) 99
Entertainment 153 123
Legal fees 82 –
Non-assessable income 60 2
Removal of tax depreciation for buildings 13,032 –
Non-deductible items 23 15
Tax on foreign income due to different tax rates (312) (4 43)
Income tax expense for the year 30,201 24,926
b) The major components of income tax expense are:
Income tax reported in the statement of financial performance
Estimated current period tax assessment 15,973 17, 4 0 0
Adjustments in respect of income tax of prior years (79) 99
Movements in the deferred income tax liability 14,307 7,427
Income tax expense for the year 30,201 24,926
Income tax reported in the statement of other comprehensive income
Net gain/(loss) on hedge of net investment (35) 160
Income tax credited to other comprehensive income (35) 160
18. INCOME TAX EXPENSE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
70
2024 2023
$000 $000
c) Deferred income tax at balance sheet date relates to the following:
Capitalised interest 7, 6 07 6,235
Capitalised leases 568 273
Accelerated depreciation of long-term assets 43,779 25,947
Leases (6,390) (6,171)
Fair value adjustments on biological produce 4,444 11,180
Excess of fair value on acquisition of bearer plants over tax values 8,673 8,673
Provisions (962) (1,015)
Stock profit eliminations (3,815) (4,773)
Derivative financial instruments 1,188 436
Net deferred tax liability 55,092 40,785
Balance at beginning of the year 40,785 33,000
On surplus for year 14,307 7,427
Adjustments in respect of income tax of prior years (1) 387
Foreign currency translation 1 (29)
Balance at end of the year 55,092 40,785
There are no elements of deferred taxes which are reported within equity.
On 28 March 2024, the New Zealand Government enacted changes to the tax legislation to remove the ability
to depreciate commercial buildings for tax depreciation purposes. For the Group the application of this taxation
change under NZ IAS 12: Income Taxes, reduces the tax carrying value of New Zealand buildings to nil. The impact
of this change is shown as an increase in deferred tax liability by $13,032,000 and a corresponding one-off, non-cash
accounting adjustment to the tax expense for the year ended 30 June 2024.
19. IMPUTATION CREDIT ACCOUNT
2024 2023
$000 $000
Balance at beginning of the year 117,12 1 110,010
Tax payments 12,671 14,590
Fully imputed dividend paid ( 7, 47 8) ( 7, 47 9)
Balance at end of the year 122,314 117,12 1
20. COMMITMENTS
The estimated capital expenditure contracted for at 30 June 2024 but not provided for is $35,145,000 (2023:
$31,484,000).
18. INCOME TAX EXPENSE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
71
21. RELATED PARTIES
a) Investment in Subsidiaries
Investments in controlled entities are as follows:
Name of EntityPrincipal ActivityCountry of
Incorporation
Ownership Interest %
20242023
Delegat LimitedWinemaking, Sales and
Distribution
New Zealand 100.00 100.00
Delegat Canada LimitedBrand MarketingCanada 100.00 100.00
Delegat Australia Pty LimitedSales and DistributionAustralia 100.00 100.00
Delegat USA, Inc.Sales and DistributionUnited States of
America
100.00 100.00
Delegat Europe LimitedSales and DistributionUnited Kingdom 100.00 100.00
Delegat (Singapore) Pte. LimitedInvestment Holding
Company
Singapore 100.00 100.00
Barossa Valley Estate Pty LimitedWinemakingAustralia 100.00 100.00
Delegat (Shanghai) Trading Co.
Limited
Sales and DistributionChina100.00100.00
The parent company of all subsidiaries is Delegat Group Limited, except for Delegat Europe Limited and Barossa
Valley Estate Pty Limited whose immediate parent company is Delegat Limited, and Delegat (Shanghai) Trading Co.
Limited whose immediate parent company is Delegat (Singapore) Pte. Limited.
All subsidiaries have a 30 June balance date, except for Delegat (Shanghai) Trading Co. Limited which has a
31 December balance date as required by law in China.
b) Key Management Personnel
Details relating to key management personnel, including remuneration paid, are included within Note 22.
c) Related Parties by Virtue of Share Ownership
The following Directors hold the following number of Shares in the Parent20242023
Delegat Share Protection Trust
(Jim Delegat, Rosamari Delegat and BPM Trustees (DSPT) Limited – Trustees) 6 6 , 8 5 7,14 2 6 6 , 8 5 7,14 2
Gordon Neil MacLeod 3,700 –
The individuals above are considered related parties as a result of their shareholding or by virtue of being considered
a member of key management.
During the year, a total of $99,000 (2023: $95,000) was paid to Rose Delegat in her capacity as a Non-Executive
Director.
During the year, a total of $146,000 (2023: $76,000) was paid to Jim Delegat in his capacity as a Non-Executive
Director and Chair.
During the year, a total of $118,000 (2023: $118,000) was paid to Gordon MacLeod in his capacity as a Non-Executive
Director. During 2024 Gordon MacLeod was also paid $22,500 (2023: $nil) for consulting services provided to
Delegat New Zealand.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
72
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
d) Transactions with Related Parties who have Significant Influence over Subsidiary Companies
During the year Delegat Limited paid a total of $90,000 (2023: $181,000) to Seacliffe Consulting Limited, including
directors fees of $77,000 (2023: $178,000) The payments made to Seacliffe Consulting Limited were made in Graeme
Lord’s capacity as an independent consultant and under normal terms and conditions.
During the year Delegat Limited also paid a total of $22,500 (2023: $nil) to Gordon MacLeod in his capacity as an
independent consultant and under normal terms and conditions.
During the period Delegat Australia Pty Limited paid a total of $27,000 (2023: $27,000) to Yaroona Pty Limited. The
payments made to Yaroona Pty Limited were made in Peter Taylor’s capacity as Company Director. Peter Taylor was
considered to be a related party by virtue of his ability to significantly influence the financial and operating policies
of a subsidiary company.
During the year Barossa Valley Estate Pty Limited paid a total of $46,000 (2023: $65,000) to Range Road Estate Pty
Limited, including directors fees of $27,000 (2023: $27,000). The remaining payments made to Range Road Estate
Pty Limited were made in Alan Hoey’s capacity as an independent consultant and under normal terms and conditions.
Alan Hoey was considered to be a related party by virtue of his ability to significantly influence the financial and
operating policies of a subsidiary company.
During the year Delegat Limited paid a total of $5,000 (2023: $6,000) to Camelot Trust Pte. Limited, a company
in which a Director of Delegat (Singapore) Pte. Limited has an interest. The payments made to Camelot Trust Pte.
Limited are made in Anita Chew Peck Hwa’s capacity as Company Director and under normal terms and conditions.
22. KEY MANAGEMENT PERSONNEL
Compensation of Key Management Personnel
Included in the definition of related parties are Key Management Personnel having authority and responsibility for
planning, directing and controlling the activities of the entity either directly or indirectly, including any Director.
Management have assessed the composition of the Key Management and their compensation for the year ended
30 June is presented below:
2024 2023
$000 $000
Short-term employee benefits (including Directors’ fees) 9,358 8,913
Post-employment benefits (including defined contribution pension plan) 355 334
Termination benefits paid 6 215
9,719 9,462
23. EVENTS SUBSEQUENT TO BALANCE SHEET DATE
On 29 August 2024, the Directors of the Parent declared a fully imputed dividend of $20,226,000 (20.0 cents per
share) to be paid on 18 October 2024.
21. RELATED PARTIES (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
73
01
Independent Auditor’s Report
To the Shareholders of Delegat Group Limited
Opinion
We have audited the consolidated financial statements of Delegat Group Limited and its subsidiaries
(the ‘Group’), which comprise the consolidated statement of financial position as at 30 June 2024,
and the statement of financial performance, statement of other comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 27 to 72, present
fairly, in all material respects, the consolidated financial position of the Group as at 30 June 2024,
and its consolidated financial performance and cash flows for the year then ended in accordance
with New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External
Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting
Standards Board.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards), and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Our firm carries out other assignments for the Group in the area of taxation advice. These services
have not impaired our independence as auditor of the Company and Group. In addition to this,
partners and employees of our firm deal with the Company and its subsidiaries on
normal terms
within the ordinary course of trading activities of the business of the Company and its subsidiaries.
The firm has no other
relationship with, or interest in, the Company or any of its subsidiaries.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the
Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention dur
ing
the audit would in our judgement change or influence the decisions of such a person (the
‘qualitative’ materiality). We use materiality
both in planning the scope of our audit work and in
evaluating the results of our work.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the
consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
74
02
Key audit matter How our audit addressed the key audit matter
Revenue Recognition – Rebates & Promotional Allowances
Accruals
Revenue is recognised net of volume discounts, other rebates
and various other payments to customers for promotional
support. Volume discounts and rebates not invoiced at reporting
date are estimated estimated based on agreements with
customers and estimated depletions during the period.
As disclosed in note 3, the value of the rebates and promotional
allowance accruals as at 30 June 2024 was $28.8m (2023:
$25.7m)
The value of rebates and promotional allowances accruals as at
30 June 2024 is a key audit matter due to the high levels of
judgement involved in the calculation of the accruals as
management must estimate the level of achievement of future
targets by customers in order to calculate the level of rebates
and promotional allowances that will be incurred.
In order to respond to the significant judgment in estimating the
rebates and promotional expenses accruals we:
• held discussions with management to understand the
process and models for estimating the rebates and
promotional allowances accruals;
• evaluated the design and tested the implementation of
relevant controls over the rebates and promotional
allowances accruals and associated revenue recognition;
• performed a look-back analysis comparing previous rebates
and promotional allowances accruals to the actual cost
incurred; and
• obtained the Group’s calculation of the 30 June 2024
rebates and promotional allowances accruals, checked the
calculation for mathematical accuracy and agreed to
supporting evidence on a sample basis.
Other information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the
Financial Report that accompanies the consolidated
financial statements and the audit report, and the Annual Report and Climate Related Disclosure
2024, which is expected to made available to us after the date of the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required
to report that fact. We have nothing to
report in this regard.
When we read the Annual Report and Climate Related Disclosure 2024, if we conclude that there is a
material misstatement therein, we are required to communicate the matter to the directors and
consider further appropriate actions.
Directors’ responsibilities for the
consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control
as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative
but to do so.
Auditor’s responsibilities for the
audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assuranc
e is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, indi
vidually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
INDEPENDENT AUDITOR’S REPORT CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
75
03
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken
so that we might state to the Company’s shareholders those matters we are required to state to
them in an auditor’s report and for no other purpose. To the f
ullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the Company’s shareholders as a body, for
our audit work, for this report, or for the opinions we have formed.
Andrew Dick, Partner
for Deloitte Limited
Auckland, New Zealand
29 August 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
76
CORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE
Delegat Group Limited (“the Group”) is committed to maintaining the highest standards of governance by
adopting and implementing best practice structures and policies. This Corporate Governance Statement sets
out the corporate governance policies, practices, and processes adopted and followed by the Group (including
the guiding principles, authority, responsibilities, membership and operation of the Board of Directors) as at 29
August 2024 and has been approved by the Board.
The best practice principles (and underlying recommendations) which the Group has had regard to in determining
its governance approach are the principles set out in the NZX Corporate Governance Code 2023 (‘NZX Code’).
The Board’s view is that the Group’s corporate governance policies, practices and processes generally follow
the recommendations of the NZX Code. This Corporate Governance Statement includes disclosure of the
extent to which the Group has followed each of the recommendations in the NZX Code (or where applicable,
an explanation as to why a recommendation was not followed and any alternative practice followed in lieu of the
recommendation).
The Group is a company incorporated in New Zealand and listed on the NZX Main Board. Further information
about the Group’s corporate governance framework (including the Board and Board Committee charters, and
codes and selected policies referred to in this section) is available on the Group’s website at www.delegat.com,
under the Investor Relations section.
PRINCIPLE 1 – ETHICAL STANDARDS
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for
these standards being followed throughout the organisation.
CODE OF ETHICS AND RELATED POLICIES
Recommendation 1.1: The board should document minimum standards of ethical behaviour to which the
issuer’s directors and employees are expected to adhere (a code of ethics).
The Group expects its Directors, senior management and employees to maintain the highest standards of
honesty, integrity and ethical conduct in day to day behaviour and decision making. The Board has adopted a
Code of Ethics which incorporates the requirements set out in Recommendation 1.1, forms part of the induction
process for all new employees and is available on the Group’s website. All Directors, senior management and
employees must provide acknowledgement that they have read and understood the content.
Delegat Group operates a phone service which can be used by Delegat Group’s personnel to report suspected
unacceptable, unethical or illegal behaviour in the workplace.
In addition, the Group has a Modern Slavery Policy, which provides for a zero-tolerance approach to all forms of
forced labour, including modern forms of slavery and any form of human trafficking within our supply chain.
FINANCIAL PRODUCTS TRADING POLICY
Recommendation 1.2: An issuer should have a financial product dealing policy which applies to employees
and directors.
The Financial Products Trading Policy sets out the Group’s requirements for all Directors and employees
in relation to trading the Group’s shares and is available on the Group’s website. This policy incorporates all
trading restraints. In general, Directors and employees are allowed to trade in the Group shares during
two ‘trading windows’. Trading windows commence on the day after the half-year and full-year results are
announced to the market and close on the respective half-year and full-year balance date, which typically
means an ‘open period’ of approximately 120 days. Trading outside these windows is generally prohibited.
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CORPORATE GOVERNANCE STATEMENT CONTINUED
Proposed transactions by Directors and employees during the trading windows require approval from the
Chairman of the Audit and Risk Committee. The policy also provides that no Directors or employees can trade
shares if they are in possession of price sensitive information that is not publicly available. In addition, through
our share registry, Computershare Investor Services Limited, we actively monitor trading in Delegat Group
Limited shares by senior personnel.
PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE
To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and
perspectives.
BOARD CHARTER
Recommendation 2.1: The board of an issuer should operate under a written charter which sets out the roles
and responsibilities of the board. The board charter should clearly distinguish and disclose the respective
roles and responsibilities of the board and management.
The Board has adopted a formal Board Charter which sets out the respective roles, responsibilities, composition
and structure of the Board and senior management, and this is available on the Group’s website. The Board is
responsible for the direction and control of the Group’s activities and acknowledges the need for the highest
standard of corporate governance. The responsibility includes such areas of stewardship as the identification
and control of the Group’s business risks, the integrity of management systems and reporting to Shareholders.
The primary objective of the Board is to build long-term Shareholder value, with due regard to other stakeholder
interests. It does this by adopting the strategic plans, objectives and policies that have been set for the Group
by the Managing Director, together with senior management. Responsibility for day-to-day management of
the Group has been delegated to the Managing Director and other members of senior management, to deliver
effective execution of the strategic plans and manage the daily affairs of the Group. The Managing Director
reports regularly to the Board on Group performance, as well as the progress being made against the strategic
plans. Management is responsible for implementing the objectives and strategies approved by the Board, within
the ambit of risk set by the Board.
NOMINATION AND APPOINTMENT OF DIRECTORS
Recommendations 2.2 and 2.3: Every issuer should have a procedure and appointment of directors to the
board. An issuer should enter into written agreements with each newly appointed director establishing the
terms of their appointment.
The Board collectively considers the nominations of Directors. In doing this, the Board’s procedure involves
careful consideration of the composition of the Board in relation to the Group’s needs and operating environment
to ensure relevant skills and experience. This also applies to the consideration of additional or replacement
Directors, subject to the constitutional limitation on the number of Directors. In so doing, as noted, the priority
must be on ensuring the skills, experience and diversity on the Board, and the skills that are necessary or
desirable for the Board to fulfil its governance role and to contribute to the long-term strategic direction of the
Group. The Board may engage consultants to assist in the identification, recruitment and appointment of suitable
candidates.
When appointing new Directors, the Board ensures that the constitutional requirements in respect of Directors
will continue to be satisfied. There must be at least three and no more than nine, at least two Directors must
be resident in New Zealand and, while the Company is listed, at least two Directors must be determined by the
Board to be independent. Each director receives a letter formalising his or her appointment. That letter outlines
the key terms and conditions of his or her appointment, including Delegat Group’s expectations of the role of
director, and is required to be countersigned confirming agreement.
FINANCIAL PRODUCTS TRADING POLICY (CONTINUED)
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CORPORATE GOVERNANCE STATEMENT CONTINUED
The NZX Listing Rules and the Group’s Constitution requires that all Directors stand for re-election at the Annual
Meeting of Shareholders within three years of last being elected. Directors may be appointed by the Board to
fill vacancies, but they are then subject to re-election at the next Annual Meeting of Shareholders. In addition
to Directors retiring by rotation, and eligible for re-election, nominations may be made by Shareholders. All new
Directors will enter into a written agreement with the Group setting out the terms of their appointment.
DIRECTORS
Recommendation 2.4: Every issuer should disclose information about each director in its annual report or
on its website, including a profile of experience, length of service, independence and ownership interests
and director attendance at board meetings, and the Board’s assessment of the Director’s independence,
including a description as to why the Board has determined the Director to be independent.
The Board currently comprises six Directors; five Non-Executive and one Executive Directors. The Board has
considered which of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and has
determined that as at 29 August 2024, three Directors were independent Directors, including the Chair of the Audit
and Risk Committee and the Chair of the People, Culture and Safety Committee.
In judging whether a Director is independent the Board has regard to all relevant factors, including whether the
Director is a Substantial Product Holder (or is an associated person of a Substantial Product Holder) and is free
of any interest, position or personal relationship that may materially interfere with the exercise of independent
judgement. The Board also has regard to whether the Director has been employed by the company or any of its
subsidiaries in an executive capacity in the last three years, or has, withing the last 12 months derived a substantial
portion of their annual revenue from the company, or within the past three years has been a material supplier or
customer of the company, or has been engaged to provide material professional or external audit services to the
company or any of its subsidiaries. The Board also takes Director tenure into account in considering independence.
The NZX recommends that issuers consider the effect of tenure after 12 years of service.
As at 29 August 2024, the Directors are:
Jakov (Jim) Delegat Non-Executive Appointed in April 2006
Rosamari (Rose) Delegat Non-Executive Appointed in April 2006
Steven Carden Executive Appointed in January 2022
Phillipa Muir Independent Appointed in August 2020
Dr Alan Jackson Independent Appointed in October 2012
Gordon MacLeod Independent Appointed in February 2022
A profile of experience for each Director is available on the Group’s website and included in the Annual Report on
pages 23 through 24.
D I V E R S I T Y
Recommendation 2.5: An issuer should have a written diversity policy which includes requirement for the
board or a relevant committee of the board to set measurable objectives for achieving diversity (which, at
a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s
progress in achieving them. The issuer should disclose the policy or a summary of it.
The Group values diversity and our workforce, including potential employees, come from all walks of life. Every
individual is unique, having different skills and experiences. People come from many cultures and backgrounds,
along with a wide range of other personal attributes including gender, age, culture, disability (mental, learning,
physical), economic background, language(s) spoken, marital/partnered status, race, religious beliefs and sexual
NOMINATION AND APPOINTMENT OF DIRECTORS (CONTINUED)
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CORPORATE GOVERNANCE STATEMENT CONTINUED
orientation. The Group has a commitment to attracting, selecting, developing and retaining the most suitable
employees from this diverse range of attributes. The Group’s Diversity Policy (including inclusiveness) is available
on the Group’s website.
A breakdown of the gender composition of the Group is:
2024Global
Sales
%Viticulture%Winemaking,
Bottling and
Warehousing
%Management
and Admin
%Tot a l%
Female8455%2323%4731%5060%20442%
Male7045%7977%10369%3340%28558%
15410215083489
2023Global
Sales
%Viticulture%Winemaking,
Bottling and
Warehousing
%Management
and Admin
%Tot a l%
Female7953%2627%5235%4661%20343%
Male7147%6973%9565%3039%26557%
1509514776468
A breakdown of the gender composition of Directors and senior management at the Group’s balance date is:
% Female (Number) % Male (Number)
2024 2023 2024 2023
Directors 33% (2) 29% (2) 67% (4) 71% (5)
Senior management 28% (5) 24% (4) 72% (13) 76% (13)
The Board and management recognise that diversity, equity and inclusion activities can enhance organisational
culture. Enabling employees to feel they can be themselves at work, perform their best and fully participate in the
workplace with a sense of belonging.
The Group has in place a formal diversity plan focused on three areas:
• Commit – to equity at all levels of the business and commit to increasing diversity in homogenous teams and
management positions.
• Cultivate – an inclusive organisational culture where all leaders and managers feel a shared responsibility to
cultivate inclusivity.
• Measure – diversity and inclusion impact and report on progress.
During the year under review, the Group has made progress against this plan, specifically:
• The gender balance for women in management roles in the Corporate Office and Sales teams has increased to
41% from 39% in 2024;
• An Employee Resource Group (ERG) has been established to support employees with caregiving responsibilities.
The Board has approved the 2025 work plan and are satisfied with the rate of progress to date on group wide
initiatives.
DIVERSITY (CONTINUED)
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DIRECTOR TRAINING
Recommendation 2.6: Directors should undertake appropriate training to remain current on how to best
perform their duties as directors of an issuer.
The Board expects all Directors to be members of the Institute of Directors and to undertake continuous
education to remain current on how to best perform their responsibilities and keep abreast of changes and trends
in economic, political, social, financial and legal climates and governance practices. The Board also ensures that
new Directors are appropriately introduced to management and the business, that all Directors are updated
on relevant industry and Group issues and receives copies of appropriate Group documents to enable them to
perform their roles. The Board visits each of the Group’s main operational areas by rotation annually, to observe
first-hand the safety and other management practices and business responses to issues.
BOARD EVALUATION
Recommendation 2.7: The board should have a procedure to regularly assess director, board and committee
performance.
The Chairman of the Board every two years leads a performance review and evaluation of the performance of
the Directors, the Board as a whole, and of the Board committees against the Board and committee charters,
including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. All
Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election
of a Non-Executive Director to the Board. The findings of the performance review process are used to identify,
assess and enhance Directors’ competencies and to define characteristics or skills which should be sought in
future Board candidates.
DIRECTOR INDEPENDENCE
Recommendations 2.8, 2.9, and 2.10: A majority of the board should be independent directors. An issuer
should have an independent chair of the board. The chair and the CEO should be different people.
The Board currently comprises six Directors, three of whom are deemed “independent” according to the NZX
Code. The Board recognises this divergence from the Code that for best practice a majority of board members
will be independent. With respect to Director composition and given the various operating environments of the
Group and its needs, the Board considers that the profile offered by each Director, and all Directors collectively,
provides appropriate experience, skill and diversity to meet its governance responsibilities. In looking to future
board appointments the Board is committed to achieving compliance with the Code and will, when appropriate,
propose suitable or additional nominees. The Board is of the view that the divergence has not interfered with the
Directors’ capacity to provide independent judgements in fulfilling their responsibilities.
The Board Charter is explicit in that the Chair and Managing Director roles are separate.
PRINCIPLE 3 – BOARD COMMITTEES
The board should use committees where this will enhance its effectiveness in key areas, while still retaining board
responsibility.
AUDIT AND RISK COMMITTEE
Recommendation 3.1: An issuer’s audit committee should operate under a written charter. Membership on
the audit committee should be majority independent and comprise solely of non-executive directors of the
issuer. The chair of the audit committee should be an independent director and not the chair of the board.
The Audit and Risk Committee operates under a written Charter, and this is available on the Group’s website.
As at 30 June 2024 the Audit and Risk Committee comprised Gordon MacLeod (Chair), Dr Alan Jackson and
Phillipa Muir. The Committee meets at least four times during the year, and more frequently if required. The
Audit and Risk Committee is responsible for the framework of internal control mechanisms that ensure proper
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management of the Group’s affairs. These controls include the safeguarding of assets, maintaining proper
accounting records, complying with legislation, ensuring the reliability of financial information, and assessing
and reviewing business operational risks. The committee is responsible for the identification, management and
reporting of climate-related risks and opportunities. The committee advises and assists the Board in discharging
its responsibility with respect to financial reporting, tax planning, compliance and risk management practices of
the Group.
Recommendation 3.2: Employees should only attend audit committees at the invitation of the audit
committee.
The Managing Director and Chief Financial Officer attend Audit and Risk Committee meetings at the invitation
of the Audit and Risk Committee. The Audit and Risk Committee may invite any senior management member to
present on their respective function or a particular subject matter that is relevant in the committee considering
the Group’s compliance or risk management practices. The Group’s external auditor also attends meetings at
the committee’s invitation. The Audit and Risk Committee receives feedback from the external auditor (without
management present), concerning any matters that arise in connection with the audit and performance of
management’s roles.
PEOPLE, CULTURE AND SAFETY (REMUNERATION) COMMITTEE
Recommendation 3.3: An issuer should have a remuneration committee which operates under a written
charter (unless this is carried out by the whole board). At least a majority of the remuneration committee
should be independent directors. Management should only attend remuneration committees at the invitation
of the remuneration committee.
The People, Culture and Safety Committee operates under a written Charter, and this is available on the Group’s
website. As at 30 June 2024 the People, Culture and Safety Committee comprised Phillipa Muir (Chair), Gordon
MacLeod, and Rose Delegat. The Committee meets at least three times during the year, and more frequently
if required. The People, Culture and Safety Committee assists the Board in discharging its responsibilities
with respect to the remuneration and performance of the Managing Director and other senior management,
remuneration of Directors, human resources policy and strategy and succession planning. The Committee also
monitors and reports on general trends and proposals concerning employment conditions and remuneration.
The Managing Director and Group People and Culture Manager attend People, Culture and Safety Committee
meetings at the invitation of the People, Culture and Safety Committee.
NOMINATION COMMITTEE
Recommendation 3.4: An issuer should establish a nomination committee to recommend director
appointments to the board (unless this is carried out by the whole board), which should operate under a
written charter. At least a majority of the nomination committee should be independent directors.
The Board does not operate a separate Nomination Committee as Director appointments are considered by the
Board as a whole. The Board’s procedure for the nomination and appointment of Directors is summarised under
Principle 2 above (under the heading “Nomination and Appointment of Directors”).
OVERVIEW OF BOARD COMMITTEES
Recommendation 3.5: An issuer should consider whether it is appropriate to have any other board committees
as standing board committees. All committees should operate under written charters. An issuer should
identify the members of each of its committees, and periodically report member attendance.
The Board does not operate any other committees apart from the Audit and Risk Committee and the People,
Culture and Safety Committee. The Group has considered whether any other standing Board committees
CORPORATE GOVERNANCE STATEMENT CONTINUED
AUDIT AND RISK COMMITTEE (CONTINUED)
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are appropriate and has determined the existing committee structure is appropriate for meeting governance
obligations. Each committee operates under a charter which is available on the Group’s website. Committee
members are appointed from members of the Board and membership is reviewed on an annual basis. Any
recommendation made by the committee is typically submitted to the Board for formal approval. The Managing
Director and relevant key executives are invited to attend committee meetings as appropriate.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
For the Year Ended 30 June 2024
BoardAudit and Risk
People, Culture
and Safety
Number of meetings held846
AttendedAttendedAttended
Jim Delegat712
Rose Delegat7–1
Graeme Lord523
Phillipa Muir846
Dr Alan Jackson843
Gordon MacLeod846
Steven Carden744
TAKEOVER PROTOCOLS
Recommendation 3.6: The board should establish appropriate protocols that set out the procedures to be
followed if there is a takeover offer for the issuer including any communications between insiders and the
bidder. The board should disclose the scope of independent advisory reports to shareholders. These protocols
should include the option of establishing an independent takeover committee, and the likely composition
and implementation of an independent takeover committee.
Given the Group’s shareholding structure, with the largest Shareholder being the Delegat Share Protection Trust
(a related party), the Board considers the likelihood of an unanticipated takeover to be low, and so the Board, in
the event of a takeover offer, has agreed that a Takeover Response Committee would be convened comprising
Independent Directors. That committee would consider the Group’s actions in relation to the takeover offer,
including seeking appropriate legal, financial, and strategic advice, complying with takeover regulation (including
the appointment of an independent advisor under the Takeovers Code and the preparation of a Target Company
Statement) and determining what additional information (if any) would be provided by the Group to the bidder.
PRINCIPLE 4 – REPORTING AND DISCLOSURE
The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.
The Board is committed to timely, accurate and meaningful reporting of financial and non-financial information.
CORPORATE GOVERNANCE STATEMENT CONTINUED
OVERVIEW OF BOARD COMMITTEES (CONTINUED)
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83
CONTINUOUS DISCLOSURE
Recommendation 4.1: An issuer’s board should have a written continuous disclosure policy.
As a listed company there is an imperative for the Group to ensure the market is appropriately informed and
Delegat is committed to ensuring that all of our shareholders have timely access to full and accurate material
information about the Group. The Group has a Continuous Disclosure Policy, and this is available on the Group’s
website. The purpose of this policy is to ensure the Group complies with its continuous disclosure obligations
by ensuring timely, accurate and complete information is provided to all Shareholders and market participants.
Directors formally consider at each Board meeting whether there is relevant material information which should
be disclosed to the market.
CHARTERS AND POLICIES
Recommendation 4.2: An issuer should make its code of ethics, board and committee charters and the policies
recommended in the NZX Code, together with other key governance documents, available on its website.
Information about the Group’s corporate governance framework (including Code of Ethics, Board and Committee
charters, and other selected key governance codes and policies) is available to view on the Group’s website.
FINANCIAL AND NON-FINANCIAL REPORTING
Recommendation 4.3 and 4.4: Financial reporting should be balanced, clear and objective. An issuer should
provide non-financial disclosure at least annually, including considering environmental, social sustainability
and governance factors and practices. It should explain how operational or non-financial targets are
measured. Non-financial reporting should be informative, including forward looking assessments, and align
with key strategies and metrics monitored by the board.
FINANCIAL REPORTING
The Audit and Risk Committee is accountable to the Board for the recommendations of the external auditors,
Deloitte, directing and monitoring the audit function and reviewing the adequacy and quality of the annual audit
process. This includes receiving reports on the Group’s internal information system control environment. The
Committee oversees the quality and integrity of external financial reporting including the accuracy, completeness
and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective. It
reviews annual and half year financial statements and makes recommendations to the Board concerning the
application of accounting policies and practices, areas of judgement, compliance with accounting standards,
stock exchange and legal requirements, and the results of the external audit.
Management’s accountability for the Group’s financial reporting is reinforced by the written confirmation from
the Managing Director and Chief Financial Officer that, in their opinion, financial records have been properly
maintained and that the financial statements comply with the appropriate accounting standards and give a true
and fair view of the financial position and performance of the Group. Such representations are given based on a
sound system of risk management and internal control which is operating effectively in all material respects in
relation to financial reporting risk.
NON-FINANCIAL REPORTING
The Group assesses its exposure to environmental, economic and social sustainability as part of the overall
framework for managing risk (see Principle 6 – Risk Management). The Group is committed to improving
standards of environmental performance to enable a more efficient and sustainable future. Accordingly, the
Group follows long standing practices regarding management of environmental factors affecting the business,
including strategies relating to water conservation, viticulture management, sustainable winegrowing practices
and wetland preservation initiatives.
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84
The Group has remained focused on the development of measurable initiatives in respect to three key areas;
inclusion, people and climate change. Each of these areas is key to supporting a value based organisation which
focuses on harnessing the passion of people who are intent on personal achievement and growth.
Sustainability in all its forms remains a priority for the Group, reflecting the strong leadership role the Group plays
in the practice of sustainable winegrowing and wine production. As a leader in the New Zealand wine industry
and as a founding member since 2002 of Sustainable Winegrowing New Zealand (SWNZ), the Group takes its
responsibilities to respect and protect the environment very seriously.
Utilising a sustainability framework that covers three main areas, building an eduring wine business (covering
climate risk and greenhouse gas emissions); ensuring our people and community thrive (covering health, safety
and wellbeing, diversity and inclusion); and crafting wine with care (covering biodiversity, packaging and waste,
and sustainable growing and production), the Group has a range of initiatives helping drive positive environmental
and social outcomes across the business. For example, the Group has achieved Toitu Envirocare carbon reduce
certification. The Group continues to work on its health, safety and wellbeing performance for all its people
around the world and has specific programmes identifying opportunities for improvements in diversity and
inclusion in the Group.
The Group applies many of these same sustainable growing practices in the Barossa Valley, again as a leader of
sustainable winegrowing practices within the Australian wine industry.
During October 2024, the group will issue its first Climate Related Disclosure for the period ended 30 June 2024.
The disclosure will be prepared in accordance with the Aotearoa New Zealand Climate Reporting Standards and
will set out the Group’s approach to climate related risks and opportunities, using the key themes of governance,
strategy, risk management and metrics and targets. The report will be available on the Group’s website at
www.delegat.com, under the Investor Relations section.
The company’s Sustainability and Climate Change Steering Group reports progress to the Delegat Board on a
regular basis against milestones established under the Group’s Sustainability Strategy, approved by the Board
in April 2022
PRINCIPLE 5 – REMUNERATION
The remuneration of directors and executives should be transparent, fair and reasonable.
DIRECTORS’ REMUNERATION
Recommendation 5.1: An issuer should have a remuneration policy for the remuneration of directors. An
issuer should recommend director remuneration to shareholders for approval in a transparent manner.
Actual director remuneration should be clearly disclosed in the issuer’s annual report.
REMUNERATION – MANAGING DIRECTOR
The criteria for reviewing the remuneration for Executive Directors includes, as appropriate, advice obtained
from external independent consultants, specific market comparison of roles using independent surveys,
consideration of role expectations and requirements, and level of achievement against business and personal
objectives.
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NON-FINANCIAL REPORTING (CONTINUED)
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85
REMUNERATION – NON-EXECUTIVE DIRECTORS
Remuneration levels are set at competitive levels to attract and retain appropriately qualified Directors.
The Group’s policy is to pay its Directors in cash. The fees of the Non-Executive Directors are set within the
aggregate amount determined by Shareholders by a resolution. The criteria for reviewing Non-Executive
Director remuneration includes obtaining advice from external consultants as appropriate, information on Board
arrangements for other corporations of similar size and complexity, and the review of current and expected
workloads (including as Chairman of the Board Committees). The NZX Listing Rules require that the Shareholders
approve the total aggregate amount payable to all Directors as Directors’ fees. Approval was last sought in 2022,
when the pool limit was set at $730,000 per annum. Director remuneration is included in the Annual Report on
page 91.
REMUNERATION POLICY
Recommendation 5.2: An issuer should have a remuneration policy for remuneration of directors and officers,
which outlines the relative weightings of remuneration components and relevant performance criteria.
The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Non-
Executive Directors and all employees including senior management, to ensure that remuneration practices
are fair and appropriate, and that there is a clear link between remuneration and performance. The Group
is committed to applying fair and equitable remuneration and reward practices in the workplace, taking into
account internal and external relativity, the commercial environment, the ability to achieve the Group’s business
objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to
the relevant competitive market for talent, as well as individual performance against defined key performance
objectives, are key considerations in all remuneration-based decisions.
EMPLOYEE REMUNERATION
The number of employees and former employees within the Group, receiving remuneration and benefits above
$100,000, relating to the year ended 30 June 2024 is included in the Annual Report on page 94.
MANAGING DIRECTOR (CHIEF EXECUTIVE OFFICER) REMUNERATION
Recommendation 5.3: An issuer should disclose the remuneration arrangements in place for the CEO in its
annual report. This should include disclosure of the base salary, short-term incentives and the performance
criteria used to determine performance based payments.
The remuneration of the Managing Director For the Year Ended 30 June 2024 is included in the Annual Report
on page 91.
The remuneration of the Managing Director comprises both a fixed and variable performance component. Fixed
remuneration includes a base salary, contributions to superannuation, wine and phone allowances. The Managing
Director received a variable performance incentive of $212,000 linked to Group performance and achievement
against strategic goals for the year ended 30 June 2023. The short-term incentive target was $291,000 and based
on the achievement of pre-determined operational performance targets (Group EBIT) and sales volumes. A
maximum amount of $436,000 was payable for outstanding performance.
SENIOR MANAGEMENT
The Group’s senior management is appointed by the Managing Director. Senior management’s key performance
objectives are comprised of specific Group financial objectives along with business related individual objectives.
Establishing and monitoring these key performance objectives is undertaken annually by the Managing Director,
recommending them to the People, Culture and Safety Committee, for approval. The performance of the senior
managers against these key performance objectives is evaluated annually and serves as a key determinant of any
short-term incentive scheme values and payments.
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SHORT-TERM INCENTIVE PAYMENTS
Short-term incentive payments are at risk cash payments designed to motivate and reward for short-term (within
each financial year) performance. The target value of a short-term incentive payment is set by the Managing
Director with a specified dollar potential available to each participant in the scheme. The target areas for all
employees who are entitled to participate in the discretionary short-term incentive scheme are set based on
a combination of Group financial performance and specific sales targets relative to the employee’s area of
responsibility and individual goals. The weightings applied to each of the target areas will be generally consistent
throughout the Group for roles entitled to a short-term incentive payment, but may vary depending on specific
areas of focus as determined by the Managing Director. The People, Culture and Safety Committee approves
senior management short-term incentive payments, and the Managing Director approves the short-term incentive
payments to be made to sales employees at the end of the financial year and approves the sales employee’s
targets for the following year.
PRINCIPLE 6 – RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The
board should regularly verify that the issuer has appropriate processes that identify and manage potential and material
risks.
RISK MANAGEMENT
Recommendation 6.1: An issuer should have a risk management framework for its business and the issuer’s
board should receive and review regular reports. An issuer should report the material risks facing the business
and how these are being managed.
Risk management is an acknowledged important factor in corporate governance. The Board is responsible for
the Group’s risk assessment, management and internal control and considers it has carried out a robust risk
assessment process. The Board has identified a number of risks in the Group’s operations that are commonly
faced by other entities in the industry in which the Group operates. The Board and management of the Group
considers they have taken all reasonable steps to manage and mitigate these risks.
In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural
techniques are in place and in practice which the Board and management considers effectively mitigate this risk.
Brand reputation and brand security are identified risks that are the subject of ongoing surveillance, and
techniques and practices are in place which the Board and management considers mitigate this risk effectively.
Supply chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions
to mitigate the risk of the loss of a single supplier.
Technology risk, particularly in relation to hacking or illegal access to systems, is managed through a dedicated
information technology department, along with external consultants which the Board and management consider
mitigate this risk effectively. The Audit and Risk Committee regularly receives technology control finding updates.
Information reporting includes updates about the status of previously raised items, fraud risk management,
cyber risks and security monitoring, access governance and vendor management reviews, along with the latest
assessment of evolving risk matters for consideration.
The Managing Director, together with senior management, meets regularly on risk assessment affecting the
business and maintain a risk matrix which is used to monitor and mitigate these risks. A risk matrix measures
the impact of the risk and likelihood of occurrence and is provided to the Audit and Risk Committee and Board
annually. The Group maintains insurance policies that it considers adequate to meet insurable risks.
CORPORATE GOVERNANCE STATEMENT CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
87
HEALTH AND SAFETY
Recommendation 6.2: An issuer should disclose how it manages its health and safety risks and should report
on its health and safety risks, performance and management.
The health, safety and wellbeing of people is of the utmost importance to Delegat. A safe and healthy workplace
is one in which people and suppliers are accountable and empowered to work together to protect and promote
the health, safety and wellbeing of all.
The Board has responsibility for ensuring the Group maintains a health and safety management system that meets
best practice standards to protect the health and safety of employees and contractors engaged by the Group.
A Workplace Health and Safety Report, which covers Group performance across a range of measures of Health
and Safety, is presented to and reviewed by the Board at each Board meeting. The Board and senior management
are appraised of all notifiable incidents and injuries and the actions taken to ensure the health and wellbeing of
injured persons. Actions taken to prevent incident reoccurrence are also advised. Each year Board members
conduct a number of visits to the Group’s vineyards and wineries to observe and review health and safety practices.
The Group People and Culture Manager and specialist team members in the People and Culture function assist
the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations
and policies.
Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and
systems, capability of staff and the general culture of the business in relation to safety.
The Group has implemented a Health and Safety Risk Matrix to identify specific hazards and risks, assess their
severity of impact and likelihood of occurrence, document mitigation strategies and determine the level of
residual risk. This matrix is reviewed at least annually by the Board and annual Health and Safety objectives and
key performance indicators are set for the business based on the significant risks identified.
The Group has introduced wellbeing initiatives to help create a healthy working environment with the goal for
promoting and maintaining physical, mental, and social wellbeing for everyone at Delegat.
PRINCIPLE 7 – AUDITORS
The board should ensure the quality and independence of the external audit process.
EXTERNAL AUDIT
Recommendations 7.1 and 7.2: The board should establish a framework for the issuer’s relationship with its
external auditors. This should include procedures prescribed in the NZX Code. The external auditor should
attend the issuer’s annual shareholders meeting to answer questions from shareholders in relation to the
audit.
The Board has adopted a policy in relation to the provision of the non-audit services by the Group’s external
auditor to ensure the independence of the external auditor. This is based on the principle that work that may
detract from the external auditor’s independence and impartiality (or that may be perceived as doing so) should
not be carried out by the external auditors.
The Audit and Risk Committee is responsible for the oversight of the Group’s external audit arrangements. These
arrangements include procedures for the matters described in Recommendation 7.1 of the NZX Code.
The Audit and Risk Committee is committed to ensuring the Group’s external auditor is able to carry out its work
independently so that financial reporting is reliable and credible. The Audit and Risk Committee is responsible for
the appointment of Delegat’s external auditors, its terms of engagement and the level of fees incurred (subject
to shareholder approval). The Audit and Risk Committee monitors the nature and extent of other services
CORPORATE GOVERNANCE STATEMENT CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
88
provided by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services
are complementary to the external audit and compatible with maintaining external audit independence. Regular
rotation of the external audit firm is not mandated, however rotation of the key audit partner of Delegat is required
every five years. The Group’s external auditor is Deloitte. Total fees paid to Deloitte in its capacity as auditor are
included in the Annual Report on page 48.
The Group invites representatives of Delegat’s external auditors to attend the Annual Meeting of Shareholders
and for the lead audit partner to be available to answer Shareholder questions about the conduct of their audit
and the preparation and content of the auditor’s report.
INTERNAL AUDIT
Recommendation 7.3: Internal audit functions should be disclosed.
The Group does not have an internal audit function. Procedures have been established at a Board and executive
management levels that are designed to safeguard the assets and interests of the Group and ensure the
integrity of reporting. These include accounting, financial reporting and internal control policies and procedures.
The Board acknowledges that it is responsible for the overall internal control framework but recognises that
no cost-effective internal control system will preclude all errors and irregularities. To assist in discharging this
responsibility, the Board has instigated an internal control framework as follows:
• Financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Board.
Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly.
The consolidated entity reports to Shareholders half-yearly. Procedures are also in place to ensure that price-
sensitive information is reported to the NZX in accordance with continuous disclosure obligations;
• Operating unit controls – financial controls and standard operating procedures, including information system
controls, are in operation throughout the consolidated entity; and
• Investment appraisal – the consolidated entity has clear guidelines for capital expenditure. These include
annual budgets, as well as detailed appraisal and review procedures.
PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS
The board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.
INFORMATION FOR THE SHAREHOLDERS
Recommendation 8.1: An issuer should have a website where investors and interested stakeholders can
assess financial and operational information and key corporate governance information about the issuer.
The Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that
all Shareholders are provided with all information necessary to assess the Group’s direction and performance.
This is undertaken through a range of communication methods, including periodic and continuous disclosures to
the NZX, half-year and annual reports and the Annual Shareholders’ Meeting. The Managing Director and Chief
Financial Officer present via an analysts’ and investors’ conference call after the release of the interim and final
year results and answer questions raised by analysts and investors. The Group’s website provides financial and
operational information, details about its Directors and copies of its governance documents, for investors and
interested stakeholders to access at any time.
CORPORATE GOVERNANCE STATEMENT CONTINUED
EXTERNAL AUDIT (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
89
OTHER DISCLOSURES
COMMUNICATING WITH SHAREHOLDERS
Recommendation 8.2: An issuer should allow investors the ability to easily communicate with the issuer,
including by designing its shareholder meeting arrangements to encourage shareholder participation and by
providing the option to receive communications from the issuer electronically.
Shareholders have the option of receiving their communications electronically, including by email or through
the Group’s website. Shareholders are actively encouraged to take up this option. The Board has always been
committed to having an open dialogue with Shareholders and welcomes investor enquiries.
Delegat’s annual meetings provide an opportunity for shareholders to raise questions for their Board and to
make comments about the Company’s operations and performance.
SHAREHOLDER VOTING RIGHTS
Recommendations 8.3 and 8.4: Quoted equity security holders should have the right to vote on major
decisions which may change the nature of the issuer in which they are invested. If seeking additional equity
capital, issuers of quoted equity securities should offer further equity security holders of the same class on a
pro rata basis, and on no less favourable terms, before further equity securities are offered to other investors.
In accordance with the Companies Act 1993, the Group’s Constitution and the NZX Listing Rules, the Group
refers any significant matters to Shareholders for approval at a Shareholders’ Meeting. All shareholders are
entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by representative. Resolutions
at shareholders’ meetings are by way of poll, where each shareholder is entitled to one vote per share.
NOTICE OF ANNUAL SHAREHOLDERS MEETING
Recommendation 8.5: The board should ensure that the notices of annual or special meetings of quoted
equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days
prior to the meeting.
The Group posts any Notices of Shareholders’ Meetings on its website as soon as these are available. The general
practice is to make these available not less than four weeks prior to the Shareholders’ Meeting.
DISCLOSURE OF INTERESTS BY DIRECTORS
In accordance with section 140(2) of the Companies Act 1993, the Directors have made general disclosure of their
relevant interests for entry into the Group’s Interests Register.
Directors have declared interests in the following transactions with subsidiary companies during the financial year:
• Delegat Australia Pty Limited paid fees to Yaroona Pty Limited, a company in which a Director of Delegat
Australia Pty Limited has an interest;
• Delegat Limited paid fees to Camelot Trust Pte. Limited, a company in which a Director of Delegat (Singapore)
Pte. Limited has an interest; and
• Barossa Valley Estate Pty Limited paid fees to Range Road Estate Pty Limited, a company in which a Director
of Barossa Valley Estate Pty Limited has an interest.
The details of these transactions are given in Note 21 to the financial statements, “Related Parties”.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
90
At 30 June 2024 and 29 August 2024 the following Directors, or entities related to them, had interests in the following
company shares:
ORDINARY SHARES
Delegat Group LimitedBeneficialNon-Beneficial
JN Delegat
1
– 6 6 , 8 5 7,14 2
RS Delegat
1
– 6 6 , 8 5 7,14 2
GN MacLeod 3,700 –
1
JN Delegat and RS Delegat jointly hold non-beneficially 66,857,142 shares in their capacity as trustees of the Delegat Share Protection Trust.
DIRECTOR INTERESTS
In accordance with sections 140 and 211(e) of the Companies Act 1993, the table below lists the general disclosures
of interest by directors of Delegat Group Limited during FY24:
DirectorEntityRelationship
Jakov Nikola DelegatSelwyn Investments LimitedDirector and
Shareholder
NJPD Trustee LimitedDirector and
Shareholder
JAPD Trustee LimitedDirector and
Shareholder
Rosamari Suzan
Delegat
NoneNone
Alan Trevor JacksonSenior Living Developments LimitedDirector and
Shareholder
Steven David Carden26 Seasons LimitedDirector
Phillipa Margaret MuirSimpson GriersonChair & Senior
Partner
Portview North Forest GP LimitedShareholder
Gordon Neil MacLeodSpark New Zealand LimitedDirector
New Zealand Breast Cancer FoundationBoard member
Spanbild NZ LimitedBoard advisor
Brannigans Consulting LimitedBoard advisor
SHARE DEALINGS BY DIRECTORS
During the year Gordon Neil MacLeod purchased 3,700 shares in Delegat Group Limited. No other Director dealt in
any shares of the Company, or in the shares of a subsidiary company during the year.
OTHER DISCLOSURES CONTINUED
DISCLOSURE OF INTERESTS BY DIRECTORS (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
91
OTHER DISCLOSURES CONTINUED
REMUNERATION OF DIRECTORS
Directors received the following fees and remuneration from Delegat Group Limited:
2024 2023
$000 $000
Non-Executive Directors
JN Delegat
1
146 76
RS Delegat 99 95
GS Lord
2
77 178
AT Jackson
103 118
PM Muir
3
118 118
GN MacLeod
4
118 118
661 703
Executive Directors
5
JN Delegat
1
– 170
SD Carden
6
1,012 864
1,012 1,034
1
Jim Delegat was appointed as Chair on 23 November 2023. Jim Delegat’s remuneration includes Non-Executive Director fees of $47,000
(2023: $76,000) to 23 November 2023. Jim Delegat was paid $99,000 (2023: nil) for his role as Chair from 23 November 2023. In 2023 Jim
Delegat received salary and other benefits of $170,000 for his role as Executive Director, from which he retired on 12 September 2022.
2
Graeme Lord retired from his position as Chair on 23 November 2023. Graeme Lord was paid $77,000 (2023: $156,000) for his role as Chair
until 23 November 2023. In the prior year Graeme Lord was paid $22,000 for his role as a Non-Executive Director. Seacliffe Consulting a
company in which Graeme Lord is a Director was paid $90,000 (2023: $181,000) for consulting services provided to Delegat Limited, in
addition to Director fees.
3
Phillipa Muir was paid $15,000 (2023: $15,000) in addition to her Director fees for her role as Chair of the People, Culture and Safety
Committee.
4
Gordon MacLeod was paid $15,000 (2023: $15,000) in addition to his Director fees for his role as Chair of the Audit and Risk Committee.
Gordon MacLeod was also paid $22,500 (2023: $nil) for consulting services provided to Delegat Limited in addition to his Director fees.
5
Executive Directors remuneration includes salary and benefits received in their capacity as employees. Executive Directors do not receive
Directors fees.
6
Steven Carden’s remuneration includes base salary of $769,000 (2023: $738,000), short-term incentive payments of $212,000 (2023:
$101,000) and other benefits of $31,000 (2023: $25,000).
DIRECTORS AND OFFICERS’ INSURANCE LIABILITY
As permitted by the New Zealand Companies Act 1993, the Company has arranged a policy of Directors and Officers’
liability insurance which insures those persons indemnified to certain liabilities and costs.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
92
OTHER DISCLOSURES CONTINUED
STOCK EXCHANGE LISTINGS
The Company’s shares are listed on the New Zealand Stock Exchange.
20 Largest Shareholders as at 30 June 2024
Holder Shares Held % of Shares
Jakov Nikola Delegat, Rosamari Suzan Delegat & BPM Trustees (DSPT) Limited 6 6 , 8 5 7,14 2 66.11
Forsyth Barr Custodians Limited 10,214,808 10.10
TEA Custodians Limited – NZCSD
1
4,729,600 4.68
HSBC Nominees (New Zealand) Limited – NZCSD
1
3,805,066 3.76
Custodial Services Limited 3,049,586 3.02
Accident Compensation Corporation – NZCSD
1
2,571,793 2.54
Robert Lawrence Wilton 765,872 0.76
Forsyth Barr Custodians Limited 631,682 0.62
Citibank Nominees (New Zealand) Limited – NZCSD
1
411,266 0.41
Warren Fraser Sanderson & Elizabeth Ann Sanderson 200,000 0.20
JP Morgan Chase Bank – NZCSD
1
160,494 0.16
Rainer Huebner & Shanti Huebner 159,975 0.16
Weijun Zhang & Yuhua Yang 150,000 0.15
FNZ Custodians Limited 133,508 0.13
New Zealand Depository Nominee Limited 116,736 0.12
David Herlihy Russell 80,000 0.08
JB Were (NZ) Nominees Limited 71,383 0.07
Forsyth Barr Custodians Limited 69,400 0.07
Denys Ralph Williams Estate 69,000 0.07
Public Trust RIF Nominees Limited – NZCSD
1
64,864 0.06
Total for Top 20 94,312,175 93.26
1
Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). Total holding at 30 June 2024 in NZCSD were 11,808,222.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
93
OTHER DISCLOSURES CONTINUED
DISTRIBUTION OF ORDINARY SHARES
Holder Holders Shares Held % of Shares
1 – 5,000 1,459 2,427,430 2.40
5,001 – 10,000 250 1,569,066 1.55
10,001 – 100,000 175 3,176,168 3.14
100,001 plus
1
15 93,957,528 92.91
To t a l 1,899 101,130,192 100.00
1
NZCSD holdings are considered one holder for the purpose of the distribution of ordinary shares.
GEOGRAPHIC DISTRIBUTION
Holder Holders Shares Held % of Shares
New Zealand 1,840 90,313,134 89.30
United States of America 5 10,266,027 10.11
Australia 27 533,034 0.53
Other Overseas 27 59,997 0.06
To t a l 1,899 101,130,192 100.00
SUBSTANTIAL SECURITY HOLDERS
According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 June 2024, the
substantial security holders in the Company are:
Substantial Security Holders Relevant Interest % of Shares Date of Notice
Jakov Nikola Delegat, Rosamari Suzan Delegat and
BPM Trustees (DSPT) Limited 66,857,142 66.11 21 Dec 2011
K&M Douglas Trust, Douglas Irrevocable Trust FBO Jake Douglas,
Irrevocable Trust FBO Summer Douglas, Irrevocable Trust FBO
Amanda Douglas, Irrevocable Trust FBO Alexander Douglas,
Douglas FT FBO James Douglas, Douglas FT FBO Kevin Douglas 10,208,808 10.09 5 April 2017
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
94
OTHER DISCLOSURES CONTINUED
EMPLOYEE REMUNERATION
Section 211(1)(g) of the New Zealand Companies Act 1993 requires disclosure of remuneration and other benefits,
including redundancy and other payments made on termination of employment, in excess of $100,000 per year, paid
by the Company or any of its subsidiaries worldwide to any employees who are not Directors of the Company.
Fr o m To 2024 2023
$ $
100,001 110,000 22 22
110,001 120,000 23 18
120,001 130,000 24 18
130,001 140,000 20 11
140,001 150,000 14 8
150,001 160,000 6 12
160,001 170,000 6 11
170,001 180,000 14 8
180,001 190,000 3 6
190,001 200,000 10 10
200,001 210,000 5 6
210,001 220,000 9 5
220,001 230,000 5 5
230,001 240,000 3 5
240,001 250,000 1 –
250,001 260,000 4 1
260,001 270,000 3 3
270,001 280,000 2 –
280,001 290,000 1 4
290,001 300,000 3 1
300,001 310,000 2 4
310,001 320,000 2 2
320,001 330,000 1 1
330,001 340,000 1 1
340,001 350,000 2 2
350,001 360,000 2 2
360,001 370,000 2 2
370,001 380,000 1 1
390,001 400,000 2 –
400,001 410,000 1 1
410,001 420,000 1 1
420,001 430,000 1 2
430,001 440,000 1 –
450,001 460,000 1
490,001 500,000 1 –
500,001 510,000 1 –
580,001 590,000 – 1
670,001 680,000 1 –
720,001 730,000 – 1
740,001 750,000 1 –
202 175
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
95
OTHER DISCLOSURES CONTINUED
SUBSIDIARY COMPANY DIRECTORS
Section 211(1)(2) of the New Zealand Companies Act 1993 requires the Company to disclose, in relation to its
subsidiaries, the total remuneration and value of other benefits received by Directors and former Directors and
particulars of entries in the interest registers made during the year ended 30 June 2024.
Apart from Delegat Australia Pty Limited, Delegat (Singapore) Pte. Limited and Barossa Valley Estate Pty Limited,
which are required to have a local resident as a Director of the Company, no wholly owned subsidiary has any employee
appointed as a Director of Delegat Group Limited or its subsidiaries who receives, or retains any remuneration or
other benefits, as a Director. No other Director of any subsidiary Company within the Group receives Director’s fees
or other benefits as a Director.
The following persons respectively held office as Directors of subsidiary companies at the end of the year or in the
case of those persons with the letter (R) after their name ceased to hold office during the year. Alternate Directors
are indicated by the letter (A) after their name.
Delegat Limited
JN Delegat, SD Carden, MR Annabell, GS Lord (R)
Delegat Europe Limited
JN Delegat, SD Carden, MR Annabell, GS Lord (R)
Delegat Australia Pty Limited
JN Delegat, PJ Taylor, SD Carden, MR Annabell
Delegat USA ,Inc.
JN Delegat, SD Carden, MR Annabell
Delegat Canada Limited
JN Delegat, SD Carden, MR Annabell
Delegat (Singapore) Pte. Limited
JN Delegat, A Chew Peck Hwa, MR Annabell
Oyster Bay Wines New Zealand Limited
SD Carden, MR Annabell, GS Lord (R)
Barossa Valley Estate Pty Limited
JN Delegat, AW Hoey, SD Carden, MR Annabell
DONATIONS
During the year the Parent and subsidiaries made donations of $nil (2023: $nil).
NEW ZEALAND EXCHANGE WAIVERS
Delegat Group Limited has not obtained any waivers from the NZX in the financial year ended 30 June 2024.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2024
96
DIRECTORY
Directors
Jakov Nikola Delegat
Rosamari Suzan Delegat
Steven David Carden
Alan Trevor Jackson
Doug Alexander McKay (appointed 1 August 2024)
Gordon Neil MacLeod
Phillipa Margaret Muir
Registered Office
Level 31, 15 Customs Street West
Auckland 1010
PO Box 91681
Victoria Street West
Auckland 1142
Solicitors
Heimsath Alexander
Level 1, Shed 22, Prince’s Wharf
147 Quay Street
PO Box 105884
Auckland 1143
Auditors
Deloitte
Deloitte Centre, 1 Queen Street
Auckland 1010
Private Bag 115033
Shortland Street
Auckland 1140
Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Managing your shareholding online:
To change your address, update your payment
instructions and to view your registered details
including transactions, please visit:
www.investorcentre.com/NZ
General enquiries can be directed to:
enquiry@computershare.co.nz
Private Bag 92119
Auckland 1142
Telephone:
+64 9 488 8777
Facsimile:
+64 9 488 8787
Please assist our registry by quoting your CSN or
Shareholder number.
WINNING
TOGETHER.
Thank you to all of our
Delegat Great Wine People.
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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