Sanford Limited/Announcement
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Sanford delivers an improved full year result

Full Year Results14 November 2024SANConsumer Staples

Sanford FY24
Results Presentation

Sanford FY24

Results Presentation

Back to Basics
16.3

42.3

33.8

22.3

36.2

46.0

36.1

48.0

66.4

45.6

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Capital Expenditure $m

450.3

463.5

477.9

515.0

545.1

468.8468.8

531.9

553.4

582.9

0

100

200

300

400

500

600

700

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Revenue $m

47.5

63.2

63.4

64.7

64.8

38.3

23.3

40.2

49.4

74.2

0

10

20

30

40

50

60

70

80

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Adjusted EBIT $m

31.3

57.6

60.1

68.1

67.2

35.6

29.0

71.2

31.0

54.3

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

EBIT $m

13.8

34.7

37.4

42.3

41.7

19.4

16.2

55.8

10.0

19.7

0

10

20

30

40

50

60

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

N PAT $ m

55.0

34.4

50.3

72.4

48.7

14.6

32.2

44.9

41.1

73.0

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Operating Cashflow $m

1

FY24 Summary
2

Adjusted EBIT of $74.2m, up 50% on prior comparative period (pcp).

•Wildcatch improvement from inshore restructure and firm pricing.

•Positive salmon result – prices consistent with solid demand.

•Improved mussel performance – strong prices and demand.

•Reduction in head office costs.

47.5

63.2

63.4

64.7

64.8

38.3

23.3

40.2

49.4

74.2

0

10

20

30

40

50

60

70

80

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Adjusted EBIT $m

NPAT of $19.7m, up 96% on pcp.

•Impacted by significant impairment of assets (including NIML, Auckland

site and other assets).

•One-off negative tax adjustment of $1.7 building tax change and the

restriction on building depreciation.

13.8

34.7

37.4

42.3

41.7

19.4

16.2

55.8

10.0

19.7

0

10

20

30

40

50

60

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

N PAT $ m

FY24 Summary
3

Operating cashflow of $73.0m up 78% on pcp.

•Increased profitability.

•Assisted by the rationalisation of inventory in Q4.

55.0

34.4

50.3

72.4

48.7

14.6

32.2

44.9

41.1

73.0

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Operating Cashflow $m

Net debt of $185.5m, down 5% on pcp and 16% on

HY24.

•Focus on debt reduction in Q4.

•Increased interest costs from higher rates and

increased debt throughout the year.

•Interest rate swaps at lower levels rolling off.

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

18.0

0

50

100

150

200

250

HY19FY19HY20FY20HY21FY21HY22FY22HY23FY23HY24FY24

Interest ($m)

Net debt ($m)

Sanford Net Debt and Interest

Net DebtInterest (incl hedging)

FY24 Key Financials
4

•Revenue up $29.5m (5%) on pcp. Increased

revenue driven by improved prices achieved on

key species.

•EBIT up $23.3m or 75% on pcp.

•Large one-off impairments/adjustments

($19.9m) for the year from restructuring and

business re-organisation.

•Operating cashflow funded $46.0m of capital

expenditure, a 10.0c dividend and a reduction in

net debt of $10.7m.

•Earnings per share increase from 10.7c to 21.1c.

•Final dividend of 5.0 cents per share (cps), full

year dividend of 10.0 cps.


Sanford-full year results

NZ$ MillionFY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Revenue450.3463.5477.9515.0545.1468.8468.8531.9553.4582.9

Adjusted EBIT47.563.263.464.764.838.323.340.249.474.2

Adjustments( 16.2)( 5.6)( 3.3)3.42.4( 2.7)5.731.0( 18.4)( 19.9)

EBIT31.357.660.168.167.235.629.071.231.054.3

Interest9.58.28.58.17.99.09.08.713.516.9

Tax8.014.714.217.717.67.23.86.77.517.7

NPAT13.834.737.442.341.719.416.255.810.019.7

Operating cashflow55.034.450.372.448.714.632.244.941.173.0

Capital expenditure16.342.333.822.336.246.036.148.066.445.6

Net debt138.4173.0145.0152.4130.7184.3178.6145.5196.2185.5

Dividend (cents per share)23.023.023.023.023.05.00.010.012.010.0

Earnings (cents per share)14.837.140.145.244.620.817.459.810.721.1

Total equity513.1558.1575.8581.9588.2607.6634.1664.9685.0704.4

Gearing (%)22.0%24.0%20.7%21.0%19.1%23.6%22.3%18.9%22.9%22.1%

Improved profitability across all divisions
5

NZD $m

Key drivers of Adjusted EBIT change vs FY23

49.4

8.9

7.0

6.9

2.0

74.2

FY23 Adj EBITSalmonWildcatchMusselsOverheads/AustraliaFY24 Adj EBIT

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

Gross Margin Comparison
•Gross margin % increase, but below

historical highs.

•Change in distribution approach,

particularly Asia – use a few big

distributors, reducing sales and

distribution costs.

•Strong in-market prices but anticipate price

pressure in FY25.

6

26.5%

24.3%

23.5%

22.1%

19.7%

17.6%

14.6%

18.2%

19.6%

21.6%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24

Gross Margin %

Seafood Inventory
7

35

75

59

48

67

56

0

10

20

30

40

50

60

70

80

FY19FY20FY21FY22FY23FY24

$m

Inventory Value ($m)

7.6

12.2

10.4

6.9

8.2

7.9

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

FY19FY20FY21FY22FY23FY24

(tonnes 000's)

Inventory Volume (PWT)

•Value of seafood inventory down $11.9m or 18%

from pcp, supporting improved operating cashflow.

•Focus in Q4 to bring stocks down and clear aged

and slow-moving inventory.

Capital Expenditure
FY24 Key Spend

Wildcatch

•$14.5m new scampi vessel

•$10.7m vessel surveys/dry docking

•$3.6m vessel capex

•$1.2m San Granit lay up

Salmon

•$2.5m Salmon feed barge

•$1.6m new farm cages and nets

•$0.9m new dumb barge in Big Glory Bay

Mussels

•$1.4m hatchery extension and equipment

•$1.0m vessel surveys

$mFY23FY24

Mussels 11.42.9

Salmon8.48.0

Wildcatch42.334.3

Other1.70.4

63.845.6

8

Divisional Performance
9

Wildcatch Division
10

-

50

100

150

200

250

300

350

400

FY18FY19FY20FY21FY22FY23FY24

Revenue ($m)

CAGR -1%

-

10

20

30

40

50

60

70

FY18FY19FY20FY21FY22FY23FY24

EBIT ($m)

CAGR -3%

Revenue up 6% and EBIT up 14% on pcp.

•Increased revenue – positive pricing from key species, offset by reduced

revenue from the inshore business.

•EBIT growth assisted by inshore restructuring and the impact of the 10-

year ACE supply agreement with Moana.

•Improved squid catch for FY24, however, still behind FY21 & FY22 levels.

•Squid and hoki prices have remained buoyant throughout the year which

also assisted in an improved fishing partner performance.

•Scampi pricing increased to historic highs, with some softening in Q4

directly related to Chinese demand. Operational challenges due to

maintenance issues on aging fleet and poor weather conditions in the

Sub Antarctica.

•Orange Roughy price decline for past two years in the US market. Price

concessions required to move excess stock.

•New scampi vessel build progress on time.

NZ$ MillionFY18FY19FY20FY21FY22FY23FY24

Revenue343.6368.1279.5277.7302.2299.8318.9

EBIT65.859.528.232.352.448.855.7

EBIT %19.2%16.2%10.1%11.6%17.3%16.3%17.5%

Salmon Division
11

-

20

40

60

80

100

120

FY18FY19FY20FY21FY22FY23FY24

Revenue ($m)

CAGR 18%

-

10

20

30

40

50

FY18FY19FY20FY21FY22FY23FY24

EBIT ($m)

CAGR 13%

Revenue up 14% and EBIT up 28% on pcp.

•Growth in volume and performance.

•Fresh salmon prices remain firm relative to recent years and export

markets simplified with reduced distribution costs.

•Feed costs remained at high levels for the majority of the year, with

some softening in the last quarter.

•New feed barge commissioned (replacing a leased vessel) in Q4.

•Domestic market sales account for about a third of whole salmon

and most of our fillet production.

•Addition of aeration and oxygenation technology has helped

through a challenging El Nino summer with low mortalities.

•Minimal volume growth planned for FY25 due to waterspace

constraints.

NZ$ MillionFY18FY19FY20FY21FY22FY23FY24

Revenue39.748.750.866.778.793.6107.0

EBIT20.119.717.819.022.932.040.9

EBIT %50.7%40.5%35.1%28.4%29.1%34.2%38.2%

Mussel Division
12

-

20

40

60

80

100

120

140

160

FY18FY19FY20FY21FY22FY23FY24

Revenue ($m)

CAGR 5%

-

5

10

15

20

25

FY18FY19FY20FY21FY22FY23FY24

EBIT ($m)

CAGR 5%

Revenue up 9% and EBIT up 101% on PCP

•Improved performance, but still below FY19 and FY20 levels.

•Prices in all markets are now at historic highs and have held firm

throughout the year.

•Volume challenges, particularly in the North Island, limiting ability

to maximise returns from strong pricing.

•Closure of the North Island Processing joint venture (NIML) due to

reduced volume forecast from low spat uptake and reduced catch

from ninety-mile beach.

•A new toll processing arrangement with Whakatohea Mussels

Opotiki Limited (WOML) offers greater flexibility in managing

Coromandel's fluctuating supply.

•Resource Management Amendment Bill approved in September

2024 assisting waterspace extensions with reduced compliance

costs.

NZ$ MillionFY18

FY19FY20FY21FY22FY23FY24

Revenue

97.6107.9120.5100.4

106.7122.9134.1

EBIT

10.618.0

23.30.80.46.913.9

EBIT %10.9%16.7%19.4%0.8%0.4%5.6%10.4%

Material abnormal items
Asset$mNotes

North Island Mussels (NIML) assets6.6Impairment of plant & equipment and land and buildings following factory closure.

Marine Extracts facility plant and goodwill5.2Impairment of assets on unused facility.

Auckland site buildings & assets4.6Impairment of Auckland site buildings and redundant assets.

Two Islands investment3.1Impairment of investment following exit of business.

13

Looking forward FY25
•Refreshed strategy and development of associated business plans.

•Focus on capital allocation, operating cashflows, debt reduction

and dividends.

•Business simplification and reduced overhead costs.

•Price pressure on some species, particularly products to China.

•Increasing costs such as fuel, feed, freight and wages and salaries.

Need for productivity plans.

•Leadership.

14

Disclaimer
Important Notice

This presentation contains not only a review of operations and information about Sanford Limited (the Company), but also contains some forward-looking

statements about the Company and the environment in which it operates. This disclaimer applies to this presentation and any written or verbal communications

in relation to it.

Information has been prepared by the Company with due care and attention. However, neither the Company, nor any of its directors, employees or shareholders

nor any other person gives warranties or representations (express or implied) as to the accuracy or completeness of this information. To the maximum extent

permitted by law, none of the Company, its directors, employees, shareholders or any other person shall have any liability whatsoever to any person for any loss

(including, without limitation, arising from any fault or negligence) arising from this presentation or any information supplied in connection with it.

This presentation contains financial information taken from management accounts and from the Company’s unaudited results for the year ended 30 September

2024.

This presentation also contains forward-looking statements regarding a variety of items. Such forward-looking statements are based on current expectations,

estimates and assumptions and are subject to a number of risks, and uncertainties, including material adverse events, significant one-off expenses and other

unforeseeable circumstances on the Company. There is no assurance that results contemplated in any of these forward-looking statements will be realised, nor

is there any assurance that the expectations, estimates and assumptions underpinning those forward-looking statements are reasonable. The Company’s actual

results may differ materially from the forward-looking statements in this presentation. No person is under any obligation to update this presentation at any time

after its release. Investors are strongly cautioned not to place undue reliance on forward-looking statements.

Media releases, management commentary and analysts’ presentations, including those relating to the previous results announcement, are all available on the

Company’s website and contain additional information about matters which could cause Sanford Limited’s performance to differ from any forward-looking

statements in this presentation. This presentation should be read in conjunction with the material published by Sanford Limited.

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. The

presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or

sale of any security. Nothing in this presentation constitutes legal, financial, tax or other advice.

Please note : All financial metrics provided in this document are unaudited.

15

LOOKING FOWARD
16

Questions?

---

Sanford Limited
Results announcement





Results for announcement to the market

Name of issuer Sanford Limited

Reporting Period 12 months to 30 September 2024

Previous Reporting Period 12 months to 30 September 2023

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$582,913 5.33%

Total Revenue $582,913 5.33%

Net profit/(loss) from

continuing operations

$19,670 96.48%

Total net profit/(loss) $19,670 96.48%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.05000000

Imputed amount per Quoted

Equity Security

$0.01944444

Record Date 02 December 2024

Dividend Payment Date 09 December 2024

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.28761521 $2.04665292

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For an explanation on Sanford’s operational results please refer

to the accompanying NZX announcement, investor presentation

and Annual Report for the year ended 30 September 2024.

Authority for this announcement

Name of person


authorised

to make this announcement

Roberto Magaraggia

Contact person for this

announcement

Paul Alston

Contact phone number 021 918 033

Contact email address palston@sanford.co.nz

Date of release through MAP


15 November 2024


Audited financial statements accompany this announcement.

---

Sanford Limited
Distribution Notice






Section 1: Issuer information

Name of issuer Sanford Limited

Financial product name/description Sanford Limited Ordinary Shares

NZX ticker code SAN

ISIN (If unknown, check on NZX

website)

NZSANE0001S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 02 December 2024

Ex-Date (one business day before the

Record Date)

29 November 2024

Payment date (and allotment date for

DRP)

09 December 2024

Total monies associated with the

distribution

$4,675,307

Source of distribution (for example,

retained earnings)

Retained earnings

Currency New Zealand Dollars

Section 2: Distribution amounts per financial product

Gross distribution $0.06944444

Gross taxable amount $0.06944444

Total cash distribution $0.05000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $0.00882353

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed


Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

28%

Imputation tax credits per financial

product

$0.01944444

Resident Withholding Tax per

financial product

$0.00347222

Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A

DRP strike price per financial product

N/A

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Roberto Magaraggia

Contact person for this

announcement

Paul Alston

Contact phone number 021 918 033

Contact email address palston@sanford.co.nz

Date of release through MAP


15 November 2024

---

15 November 2024
Sanford delivers an improved full year result

Summary:

• Revenue of $582.9m, up 5% on the prior comparative period (pcp).

• Adjusted EBIT of $74.2m, a record, and up 50% on pcp.

• EBIT of $54.3m, up 75% on pcp.

• Net Profit after Tax (NPAT) of $19.7m, up 96% on pcp. Improved NPAT achieved after

incurring $19.9m of adjustments and a non-cash tax expense required after a New Zealand

tax legislation change removing the ability to claim tax deductions on buildings.

• Operating cashflow of $73.0m, a record, and up 78% on pcp.

• Net debt of $185.5m, down 5% on pcp.

• Final dividend of 5.0 cents per share (cps) fully imputed, taking the full year FY24 dividend to

10.0c per share.

Sanford’s Managing Director, David Mair, said “Sanford’s financial result represents a record

adjusted EBIT profit – one we have achieved despite challenging global economic conditions. The

FY24 net profit after tax (NPAT) was $19.7 million, a 96% improvement on last year’s result.

Operating cash flow of $73.0 million is $31.9 million (+78%) increase over the prior period, an

exceptionally good result. A 5% increase in overall revenue, combined with a team focus on selling

through aged inventory (orange roughy) and a concerted effort to expedite cash collection,

positively led to cash flow improvements”.


An adjusted EBIT of $74.2m is a result of improved performances from all divisions. Demand and

pricing have remained strong for most products and species throughout the year and margins have

improved.

Export markets have been simplified, with consolidation in some channels resulting in reduced

distribution costs. There has been a focus on lowering overhead costs throughout the year and

accompanied with channel simplification, we are seeing costs reduce.


FY24 has not been burdened with the high cost of the Sancore ERP system change which was a large

and complicated replacement of Sanford’s core operational and financial systems. The system is now

business as usual as we attempt to extract the benefits from such a large investment.


Capital expenditure at $45.6m for FY24 is a 31% reduction on FY23. Most of this spend is related to

wildcatch maintaining an aging fleet and making progress payments on the new scampi vessel.

The balance sheet was strengthened with net debt at $185.5m, down 5% on FY24 which is a result of

the improved financial performance, increased operational cashflows and reduced capital

expenditure.

Review of Assets

A critical review of assets was undertaken in the second half of the year resulting in the impairment

of NIML assets. Further impairments include unused assets, the impairment of the Auckland site

buildings and redundant assets and the underperforming Two Islands investment (recognised at

HY24). Abnormal adjustments associated with impairment totalled a net $19.9m for the financial

year.

Sanford Ltd

22 Jellicoe Street, Auckland 1010

PO Box 443, Shortland Street, Auckland 1140

www.sanford.co.nz

David said “Sanford has a significant tangible and intangible asset base of over $1 billion, measured
using a mixture of book and fair value. Judicious management of this asset base is an important

component of the business.


As part of the strategic review of each business, a rigorous focus will be applied to determining if

sufficient returns are being achieved on these assets. This review encompasses a consideration of

short-and medium-term use and profitability attained from our assets. It will be necessary to focus

on aged assets and whether required maintenance and upkeep is commensurate with attainable and

incremental profit achievement. As is evident with the asset impairments identified and recognised

in FY24, we have commenced this review, however, the business will look to complete this exercise

in the first half of FY25”.


Dividend

While there has been an improvement in profitability and operating cashflows, David Mair said “We

are in the business of natural protein production, with all the vagaries and uncertainties that that

implies. A reconsideration of the appropriate level of debt for the business, and associated interest

costs, is merited”.


A final, fully imputed dividend of 5.0 cents per share (cps) was declared by the Board, taking the full

year dividends to 10.0cps. The dividend will be paid on Monday 09 December 2024 to shareholders

of record on Monday, 02 December 2024. A reduction in the final dividend relative to prior year

reflects a conscious decision by directors to reduce levels of core debt in the business.

Our Future

While there have been strong prices for most of FY24, we anticipate there will be price pressure on

some species, particularly products to China in FY25. Productivity plans are needed to mitigate

increasing costs such as fuel, feed, freight, wages and salaries.

David said “There is a need to review every process and commit to continuous improvement to

mitigate further cost increases (and even achieve savings). My objective is to simplify and optimise

standardised business processes and tools, enabling more cost-effective outcomes, access to more

insightful information, a more secure environment and ultimately better outcomes for our

customers and our people”.


David emphasised “Prioritisation will be to ensure that we have a structure which supports front-end

activity with our customers. We then need to ensure that we have a back- end that is focused on

reducing product costs relentlessly. In that context, there is also a need to carefully consider the size

of the corporate structure that we can afford”.

Whilst this cost reduction strategy will be rigorously pursued in FY25, it is not expected that the net

benefits of these initiatives will play through until FY26.

Sanford’s Chair Sir Rob Mcleod said “The Board has mandated David to review the Group’s

operations and strategy which is a very important work in progress. I want to stress that the entire

Board is committed to the primary objective of maximising total shareholder return, measured by

share price and dividend performance”.


For further information, please contact:

Paul Alston

Chief Financial Officer

palston@sanford.co.nz

021 918 033

---

Annual
Report

FY24

Contents
Highlights FY242

Chair's Report4

Managing Director Statement6

Sales and Marketing9

Operations

Mussels12

Salmon14

Wildcatch16

Sustainability18

Corporate Governance20

Statutory Information 27

GAAP to Non-GAAP Reconciliation 30

Five-year Financial Review31

Financials32

Financial Statements34

Notes to the Financial Statements42

Independent Auditor’s Report80

Directory83

Back to Basics

Sanford provides a valuable,

safe and healthy source of protein.

We must focus on productivity

throughout the business so that

we can sustainably offer value

to our customers.

1Annual Report FY24 |

FinancialOperational
Highlights FY24

Revenue

FY24:

$582.9m

FY23: $553.4m

Sales volume

FY24:

105.4k GWT

FY23: 92.0k GWT

Gross margin %

FY24:

21.6%

FY23: 19.6%

Catch

FY24:

108.7k GWT

FY23: 112.5k GWT

Adjusted EBIT

FY24:

$74.2m

FY23: $49.4m

Mussels sales volume

FY24:

31.1k GWT

FY23: 30.1k GWT

Wildcatch sales volume

FY24:

69.1k GWT

FY23: 57.1k GWT

Salmon sales volume

FY24:

4.8k GWT

FY23: 4.8k GWT

Net profit after tax (NPAT)

FY24:

$19.7m

FY23: $10.0m

Net debt

FY24:

$185.5m

FY23: $196.2m

Operating cash flow

FY24:

$73.0m

FY23: $41.1m

Earnings per share

FY24:

21.1cps

FY23: 10.7cps

Final dividend per share

FY24:

5.0cps

FY23: 6.0cps

GHG emissions scope 1 and 2 (tonnes CO

2

-e)

FY24:

54,700

FY23: 61,596

Waste generated (metric tonnes)

FY24:

3,656

FY23: 3,677

Workforce numbers

FY24:

1,294

FY23: 1,485

Total injury frequency rate

FY24:

10.5

FY23: 17.4

3Annual Report FY24 | 2| Sanford Limited

Chair’s Report
David Mair was appointed Managing Director of

Sanford on 01 May 2024, so we are in the seventh

month of his leadership. As you will know, David

was a director at the time of this appointment,

having joined the board on 07 November 2022.

He was therefore well known to his colleagues

as an internal appointee. We have preferred to

continue his board status as Managing Director.

The board has mandated David to review the

Group’s operations and strategy which is a

very important work in progress. It’s therefore

appropriate for David to deliver a separate

report from mine in this year’s Annual Report

and Annual Shareholder’s Meeting (ASM) on

Sanford’s strategy and operations.

Directors and the Board

Two directors (Tom McClurg and Jo Curin)

are standing for election and two directors

(Craig Ellison and myself) are standing for

re-election at this year’s ASM on 18 December

2024. You will hear more details on each

candidate at this meeting.

At present, the board comprises six directors;

three are independent, and three are not. The

board is very comfortable with its composition

and spread of directors at this time.

I consider that the mix of skills, together with the

level of cohesion and teamwork, is very positive

around the board table. I believe our directors

are business savvy, sector relevant and

shareholder orientated.

Climate Reporting Disclosures

The new disclosure regime is being phased

in over time. Reporting against the new climate

reporting standards is required from the financial

year beginning on or after 01 January 2023, being

01 October 2023 for Sanford. In the second phase

(being the accounting periods ending on or after

27 October 2024), elements of the disclosures

relating to greenhouse gas emissions will be

required to be independently audited.

It will take time to develop the capability to

produce high-quality climate-related disclosures,

and some disclosure requirements by their nature

may require an initial exemption. Therefore, not all

requirements in the Aotearoa New Zealand

Climate Standards are mandatory immediately.

This regime imposes significant compliance

obligations and costs on Sanford.

I want to stress that the entire board is committed

to the primary objective of maximising total

shareholder return measured in terms of share

price and dividend performance through time.

I do not accept that this goal imposes costs on

other company stakeholders. I believe that a rising

tide lifts all boats. In this context, I am very pleased

that Sanford reported the strongest ever adjusted

EBIT result this past year. The board is pleased

to declare a dividend of 5.0 cents per share.

Setting the dividend requires us to balance

several important factors, including the level

of debt and capital expenditure.

I am very grateful to David and his team for

achieving this outstanding result.

Customers, Our People and Shareholders

Thank you to all our customers for your business.

Without revenue from customers, Sanford can’t pay

wages or dividends. That said, we can’t serve

customers without our people, so a huge thank

you must go to our hard-working teams.

A big thank you to the senior leadership team and

my fellow directors. Your efforts are revealed in the

bottom-line result this past year.

Last but not least, I thank our shareholders for

investing in Sanford.

Sir Robert McLeod

Chair

5Annual Report FY24 | 4| Sanford Limited

It is a pleasure to report to
Sanford’s shareholders, as your

Managing Director (MD),

for the first time.

Managing

Director

Statement

Last year’s CEO report to shareholders

observed that the year brought both challenges

and opportunities but delivered an improved

financial performance.

In many senses, it was more of the same in FY24.

Challenges and opportunities arrived, and the

expectation of further improvement in our

financial performance was realised.

Sanford’s financial result represents a record

adjusted EBIT profit – one we have achieved

despite challenging global economic conditions.

The FY24 net profit after tax (NPAT) was $19.7

million, a 96% improvement on last year’s result.

Operating cash flow of $73.0 million is an increase

of $31.9 million (+78%) over the prior period,

an exceptionally good result.

This commodity position has implications for

the way in which we resource and scale our

business divisions. In the past, Sanford has

perhaps been guilty of seeking to go up the

value chain, spending capital to grow the size

and scale of its businesses without considering

the commodity position several of its products

inhabit. We have also pursued some ostensibly

exciting opportunities that have not proved to

be (and may never be) profitable.

Strategic Review

This approach needs review. I became MD of

Sanford on 01 May 2024, and have instituted a

‘bottom up’ review of the company, to develop a

new strategic view for each part of the business.

It is inevitable that a primary focus of this review

will be on costs. There is a need to review every

process and commit to continuous improvement

to mitigate further cost increases (and even

achieve savings). My objective is to simplify and

optimise standardised business processes and

tools, enabling more cost-effective outcomes,

access to more insightful information, a more

secure environment and ultimately better

outcomes for our customers and our people.

Prioritisation will be to ensure that we have a

structure which supports front-end activity with

our customers. We then need to make sure that

we have a back-end that is focused on reducing

product costs relentlessly. In that context, there is

also a need to carefully consider the size of the

corporate structure that we can afford.

Unglamorous but necessary work.

Whilst this cost reduction strategy will be

rigorously pursued in FY25, it is not expected

that the net benefits of these initiatives will play

through until FY26.

Work will continue on these initiatives during

FY25. I hope to report to shareholders on this

further, in our HY25 announcement.

A 5% increase in overall revenue, combined with

a team focus on selling through aged inventory

(orange roughy) and a concerted effort to

expedite cash collection, positively led to cash

flow improvements.

The immediate financial numbers are only part of

the story, however. As we previously observed in

last year’s integrated report, “Most of our business

remains commodity based, with a smaller total

contribution coming from value-added products,

albeit at higher margins. Although we target an

increased percentage of high-value products,

Sanford will remain predominantly a commodity

business for the foreseeable future.”

Review of Assets/Capital Allocation

Sanford has a significant tangible and intangible

asset base of over $1 billion, measured using

a mixture of book and fair value. Judicious

management of this asset base is an important

component of the company.

As part of the strategic review of each business,

a rigorous focus will be applied to determining

if sufficient returns are being achieved on these

assets. This review will encompass a consideration

of short- and medium-term use and profitability

attained from our assets. It will be necessary to

focus on aged assets and whether required

maintenance and upkeep is commensurate with

attainable and incremental profit achievement.

As is evident from the asset impairments identified

and recognised in FY24, we have commenced

this review; however, the business will look to

complete this exercise in the first half of FY25.

In addition, we own fishing quota and

licensed water space, all of which equally

needs to be considered from a productivity

and contribution perspective.

We will bring a similar rigour to future allocations

of capital. While a zero-based capital allocation

will be assumed, the reality is that we have a

considerable amount of capital expenditure

looming, the incurrence of which we will look to

manage while protecting our cash flow profile as

jealously as we can. Competing priorities will

require balancing.

7Annual Report FY24 | 6| Sanford Limited

Cash Flow Allocation
We are in the business of natural protein production,

with all the vagaries and uncertainties that that

implies. A reconsideration of the appropriate level

of debt for the business, and associated interest

costs, is merited.

As you can see from the graph above, interest cost

has been rising steadily in an environment of higher

interest rates. This has been exacerbated as our

favourable cover (interest rate swaps) roll-off.

The Board’s current intention is to manage debt

levels down to a level that does not impinge on

or influence business decisions in respect of

opportunities which make good commercial sense.

Sustainability

Addressing climate change considerations

continues to be a critical issue for all businesses.

As identified in the Chair’s report, a strong

emphasis has been placed on understanding

future climate impacts on Sanford’s business.

We are investing resource into completing the

complex work of investigating different climate

scenarios to understand the potential impacts on

our physical assets and manage transition risks

(which will vary from one jurisdiction to another).

This work will return and inform future investment

decisions and help with mandatory reporting

obligations going forward.

The sustainability report is now a separate

document and will be available by 31 January 2025.

People

Some of the initiatives I describe above have

involved, and will involve, change. Change can

be confronting, but I am firmly convinced this is

necessary for the future of Sanford.

I would like to record my appreciation to the

senior leadership team and all our people for their

contributions during FY24. Several of them go to

work every day in challenging (and sometimes

hostile) environments. I am genuinely grateful for

their efforts. We are nothing without their

contributions to Sanford.

Finally, I appreciate the support of the directors

and shareholders.

Sales and Marketing

The comparative sales revenue for the past year,

based on the breakdown of key species-split,

illustrates the strong dependence on aquaculture

species with 57% of sales revenue being derived

from mussels and salmon. In addition, 80% of

current sales revenue is attributable to just four

species: mussels, salmon, scampi and hoki.

Several other key species or product forms

(fishmeal) variously account for around 3-4% each

of the balance in sales revenue. The proportionate

split in sales revenue among species has changed

little over the past two years. The decline in the

other category from 5% in FY23 to 3% in FY24 is

indicative of exiting the inshore fresh fish business.

The comparative sales revenue split by

geographic customer location for the past two

years indicates the relative stability of market

sectors. The exception is the Australian market

where the proportion of sales has fallen from

10% to 6% consequent to the company exiting

the inshore fresh export business. North America

is the core market, with the predominant supply

being mussels and salmon as well as toothfish and

orange roughy. The growth in the North American

market share from 26% to 30% in the past year is

simply a reflection of the proportionate market

sector redistribution when the inshore fresh export

business ceased at the end of FY23. Chinese

market demand centres around scampi, salmon

and to a lesser extent mussels and squid.

The broad European market trade involves a

wide variety of species such as hoki, ling, squid,

mussels and southern blue whiting, among others.

The New Zealand domestic food service business

is solid at about 18% of market sector share,

servicing key accounts as well as a multitude of

other varying-sized business with a diverse range

of fresh and frozen products. The company also

operates a third-party agency sales programme

for catch taken by its contracted fishing partners.

These sales are made on a frozen in-store basis

and are subsequently exported to a wide variety

of markets. These sales are excluded from the

geographic market sector comparison.

FY24 saw buoyant and, in some cases, record pricing for several

key species in a wide range of international markets. In the

last half of the year, tightening economic conditions in both the

North American and Chinese markets saw a softening in market

sentiment. We anticipate pricing impacts in FY25.

Performance Summary

Sales Value by Geographic Region

FY24FY23

North

America30%26%

China

19%15%

New

Zealand18%19%

Europe

16%15%

Australia

6%10%

Other

11%15%

Sales Value by Key Species

FY24FY23

Mussels

31%29%

Salmon

26%24%

Scampi

13%14%

Hoki

10%12%

Other

20%21%

0

50

100

150

200

250

0.0

2.0

4.0

6.0

8.0

10.0

12.0

18.0

14.0

16.0

Net debt ($m)

Interest ($m)

HY19

FY19

HY20

FY20

HY21

FY21

HY22

FY22

HY23

FY23

HY24

FY24

Sanford Net Debt and Interest

Net debt

Interest (including hedging)

David Mair

Managing Director

9Annual Report FY24 | 8| Sanford Limited

Salmon – Gilled and Gutted
Fresh salmon export prices are firm relative to

recent years. Export market channels were

simplified during the year, reducing the cost of

sales. Pricing improved throughout the year, with

demand remaining steady and is forecast to remain

so. Domestic market sales account for about a third

of whole-salmon production and most of the fillet

production. Domestic prices are regularly

reviewed with key accounts and were increased

during the past year and for the year ahead.

Sales Price

Orange Roughy Fillets

Orange roughy fillet prices have been steadily

declining for the past two years. The US retail

sentiment is that orange roughy was over-priced

in the COVID era and that a market correction was

inevitable. Orange roughy fillets were among the

highest-priced offerings at US retail fish counters

and as prices rose consumer demand waned.

Prices then declined rapidly as orange roughy

fell out of retail customer favour. It then became a

challenge to sell orange roughy to an increasingly

sluggish US economy. All New Zealand producers

have had to make substantial price concessions

to move any inventory. In this climate it is difficult

to forecast the likelihood of a sustained price

improvement anytime soon.

Squid – Whole

There continues to be a shortage of squid in

international markets and this season’s New Zealand

arrow squid catch remained mediocre. As a result,

whole-squid prices reached record highs at the

outset of the season and stayed firm throughout

the year in both European and Asian markets.

Unless catches markedly increase during the

coming season, export prices are likely to

remain firm.

Scampi

Scampi pricing increased to a historical level

during the year and remained steady until the last

quarter when demand from the Chinese market

began softening. Demand remains reasonably

steady, though we anticipate prices to ease further

in the coming year.

Hoki

Hoki fillet prices have remained buoyant

throughout the year and are expected to remain

so for FY25. There is some downward pressure on

premium hoki fillet block pricing because of the

softness in Northern Hemisphere pollack pricing.

However, despite this competition, hoki block

pricing has been relatively stable, and reasonable

volume contracts are in place with established

customers for the year ahead.

-

3.00

2.50

2.00

1.50

1.00

0.50

FY20FY21FY22FY23FY24FY19

2.00

1.80

1.60

1.40

1.20

1.00

0.80

0.60

0.40

0.20

FY20FY21FY22FY23FY24FY19

0.20

-

0.40

0.60

0.80

1.00

1.20

1.40

1.60

FY20FY21FY22FY23FY24FY19

0.20

-

0.40

0.60

0.80

1.00

1.20

1.40

1.60

FY20FY21FY22FY23FY24FY19

0.20

0.40

0.60

0.80

1.00

1.20

-

1.40

FY20FY21FY22FY23FY24FY19

2.00

1.80

1.60

1.40

1.20

1.00

0.80

0.60

0.40

0.20

FY20FY21FY22FY23FY24FY19

Sales Price

Sales Price

Sales Price

Sales Price

Sales Price

Frozen Half-shell Mussels

Frozen half-shell mussel pricing was increased

early in the year to reflect the tightness in available

supply relative to demand. Prices in all markets

are now at historical highs and have held firm

throughout the year. Supply is forecast to remain

tight into the coming year and pricing is expected

to remain firm.

Sales Price

0.20

-

0.40

0.60

0.80

1.00

1.20

1.40

1.60

FY20FY21FY22FY23FY24FY19

The graphs shown below reflect trends in

prices over the past year compared with the

previous four years; all prices indexed to one

on 30 September 2019.

11Annual Report FY24 | 10| Sanford Limited

• Low volumes out of the
Coromandel are expected in

FY25 from poor spat uptake

in FY24.

• Supply is forecast to remain

tight into the coming year

and pricing is expected to

remain firm.

• Overhead cost in the

North Island is expected to

reduce from processing

and farming restructures

completed in FY24.

Outlook

Sanford farms mussels in both the North

and South Islands. The main farming areas

are the Coromandel in the North and spread

widely in the South, from the Marlborough

region through to Stewart Island.

We farm, process, market and sell mussel products, predominantly

in frozen half-shell format. Strong demand for half-shell mussels

continues internationally but it has been a challenging growing year,

particularly in the North Island, where spat mortalities have been

higher than normal.

Mussels

• The operational team improved structure, reducing overhead

costs in line with operating size. Performance was also supported

by stable market pricing.

• Demand in the half-shell mussel market is strong, with solid prices

reflecting the current shortage of supply from New Zealand.

• The division and the wider industry have faced reduced spat

availability from Ninety Mile Beach, primarily due to adverse

weather conditions. The quota year for spat (GLM9) changed

in FY24 and with good catches returning, spat landing volumes

and quality are expected to improve next year.

• Spat from our mussel hatchery in Nelson, SPATnz, provided an

important lifeline for our South Island mussel farms, supporting

sufficient volumes for efficient processing at Havelock.

• The SPATnz minor expansion addressed larvae settlement

constraints, resulting in more spat deployed to farms this year.

Selective breeding continues to offer a distinct advantage.

• Coromandel farms yielded below-average crop during the year,

and are experiencing significant fluctuations in volume and timing,

due to a range of factors including seed mortality. The variability

and shortage directly impacted Sanford’s joint-venture business

NIML, and in July the Tauranga factory was closed with the loss

of 154 jobs. A new toll processing arrangement with Whakato

-

hea

Mussels (O

-

po

-

tiki) Ltd offers greater flexibility in managing

Coromandel’s fluctuating supply.

• In September 2024 the Resource Management (Extended

Duration of Coastal Permits for Marine Farms) Amendment Bill

was made law. This Act automatically renews the existing coastal

permits for New Zealand’s 1,200 marine farms by 20 years, but not

beyond 2050. This legislation provides certainty for farmers and

reduces future consent renewal costs.

• Labour constraints at Havelock are largely resolved, and current

supply volumes match labour and throughput capacity.

The mussel division made progress in

FY24 with improvements in operational

performance, delivering a $13.9m EBIT

contribution.

Year in Review

Sales volume (GWT)

31.1k tonnes

FY23: 30.1k tonnes

Revenue

$134.1m

FY23: $122.9m

Profit contribution

$13.9m

FY23: $6.9m

13Annual Report FY24 | | Sanford Limited12

• Through a challenging El Niño summer, the continued
investment in aeration and oxygenation technology, to manage

risk and smooth environmental influence, has helped deliver

the required harvest volumes. Fish quality has been good,

with a 6.0% uplift in size compared to the previous year.

• Feed cost remained at challenging highs for the duration

of FY24 with some softening during Q4 and an expectation

this will continue through to early FY25. Feed cost impact has

been partially mitigated through a 6% better feed conversion-

to-growth ratio relative to the previous year, which was from

improved efficiency within the farming operation.

• Sanford commissioned a new feed barge, San Big Glory Bay,

during Q4 to replace a leased vessel. The new barge has

been fitted with a fuel-efficient hybrid battery system and

will support risk management by keeping farms split across

two leases within Big Glory Bay.

• Two new fish pens were installed in late Q4, in advance of

an increase in harvest volume, to be realised in FY25.

• Green-weight harvest is on par with the previous year;

however, a significant improvement in by-product utilisation has

supported packed weight yield improvement. Mortality waste

is 100% sustainably managed through a zero-landfill objective.

• The salmon division's focus remains on attracting and

retaining the right level of expertise, supported by a positive

rostering change, which was embedded during the year.

This programme has produced improving efficiency metrics.

• Productivity and efficiency

will underpin a continued

focus in both the farming

and processing operations.

• La Niña conditions are

expected over the critical

summer period that will

result in more settled

weather patterns and less

mortality risk.

• A new service vessel will

be built during FY25 to

replace the 46-year-old

San Hauraki and provide

the future reliability

and capacity required.

The vessel is anticipated

to be commissioned midway

through FY26.

• The focus for FY25 is on

maximising volume from

Big Glory Bay and efficiency

improvements from the Bluff

processing factory.

Outlook

Our salmon division has two farms at

Big Glory Bay in Stewart Island and a

processing facility in Bluff employing

over 151 people.

A positive performance for the

salmon business was achieved in

FY24 with increased profitability

to $40.9 million (+27.8% on FY23).

Pricing was maintained throughout

the year and demand for fresh

king salmon remains at good levels.

Salmon

A strong year for salmon with growth

in both volume and performance.

Year in Review

Sales volume (GWT)

4.8 k tonnes

FY23: 4.8k tonnes

Revenue

$107.0m

FY23: $93.6m

Profit contribution

$40.9m

FY23: $32.0m

15Annual Report FY24 | | Sanford Limited14

This financial year has seen some
changes to our business operations with

the closure of the Auckland processing

site and sale of our North Island inshore

assets and leasing of ACE to Moana at

the beginning of the year.

Year in Review

• Sanford’s 10-year ACE supply agreement with Moana guarantees

annual income and improves our wildcatch EBIT. Sanford continues

to control the seafood auction and fishmonger operation at

Wynyard Quarter.

• Our primary operational focus is the deepwater fleet and Timaru

processing factory. The San Waitaki, San Enterprise, and San

Aramand underwent five-year renewal surveys, requiring three

months in dry dock for certification and maintenance upgrades.

• During this period, San Waitaki and San Enterprise upgraded

propulsion systems and engines to improve energy efficiency and

reduce carbon emissions, also enhancing crew accommodations.

The San Enterprise received funding from the Energy Efficiency and

Conservation Authority (EECA) for this initiative. The San Granit had

an extended in-water lay-up to replace outdated control systems.

These projects reduced our catching capacity by 2,718 metric

tonnes (mt) to 28,540mt this year.

• The deepwater long line Antarctic toothfish season in the Ross Sea

proved to be challenging this year with weather and ice conditions

extending fishing to mid-February. With more vessels licensed it

was very competitive and catch was down 163mt on last year.

After returning from the Ross Sea the long line fleet has had a

better ling season than last year.

• The Ocean and Fisheries Ministry reduced the Total Allowable

Commercial Catch (TACC) for orange roughy in FMA ORH3B

(South East, Chatham Rise area) under advice from the industry

and the science community as part of the ongoing management of

stocks. Despite initial unfavourable reactions in North America, the

market recovered in Q4, albeit at lower prices. We adjusted catch

plans to prioritise whole orange roughy for the Asian market and

shifted reprocessing at Timaru to other species.

• Squid catch improved over the last year but remained below FY21

and FY22 levels; however, prices were better due to low supply.

The hoki season performed well, with strong pricing and recovery

of global hospitality markets. Hoki catch was lower due to planned

vessel surveys.

• Scampi operations faced challenges due to an ageing fleet and

poor weather in the Sub-Antarctic. The converted inshore vessel

San Tongariro suffered a catastrophic engine failure in January 2024

and was unavailable for the rest of the year; repairs will be complete

by December 2024. With the new scampi vessel San Koura Rangi

arriving in May 2025, the fleet will strengthen. Scampi demand

and pricing remain steady.

• Sanford’s fishing partners – Maruha, Dong Won New Zealand,

and Jaico – operate New Zealand-flagged vessels, catching

39,221mt this year (up from 33,697mt in FY23) mainly due to

increased squid, hoki and jack mackerel catch. Partnering allows

us to generate consistent EBIT from the ACE beyond our fleet’s

capacity without capital investment.

• Steady demand is expected

for FY25 with downward price

pressure on many species,

particularly orange roughy.

• There are likely to be

increased operational costs,

including wages and salaries,

fuel, freight, and repairs and

maintenance.

• The commissioning of

Sanford’s new purpose-built

scampi vessel is expected in

the third quarter of FY25.

• Increased snapper quota

available for the inshore

division following the SNA8

TACC decision will positively

increase the ACE income.

Outlook

Wildcatch is at the core of Sanford’s business,

predominantly generating revenue streams

from commodity products in export markets.

Following the sale of the North Island inshore assets and leasing of ACE

to Moana, the hub of operation is now Timaru where most of our fleet

are based. The business benefits from the diverse fishing vessels we

operate and our fishing partner contracts. This ensures we utilise our

fishing quota and have access to a broad portfolio of species to

minimise our commercial exposure.

We catch and process hoki, squid, scampi, toothfish, orange roughy,

ling, smooth dory, and many other species. Specific species are more

abundant at different times of year, so we align our vessel catch plans

and land-based processing to maximise sustainable harvest.

In addition to catching and processing fish, income is generated from

the sale of annual catch entitlement (ACE). The quantity that can be

caught each year is defined by New Zealand’s Quota Management

System. Quota owners can catch, or trade ACE. Our aim is to fully

utilise Sanford’s ACE in a sustainable way to achieve the best

commercial outcome.

Wildcatch

Sales volume (GWT)

69.1k tonnes

FY23: 57.1k tonnes

Revenue

$318.9m

FY23: $299.8m

Profit contribution

$55.7m

FY23: $48.8m

17Annual Report FY24 | | Sanford Limited16

Sustainability
Sustainability can be simple and increasingly

complex at the same time. We know this from the

most fundamental foundation upon which Sanford’s

business exists – the ability of fisheries and marine

natural resources to sustain seafood harvests in an

ongoing manner.

Harvests must be managed to ensure future

viability, made increasingly complex by information

and data demands to support management

decisions. Indeed, this has been the case in FY24

when the New Zealand deepwater wildcatch

industry self-suspended Marine Stewardship

Council certification for the East and South

Chatham Rise orange roughy fishery. This was not

due to primary stock-level concerns, but because

the age-stage data used for stock assessments

had challenges when fitting it to the models used

for those fishery assessments. In this case, a

precautionary approach was justified, which the

industry advocated, and this meant a reduction

in catch limits reflective of the uncertainty in the

underlying data. That is fisheries management

in action.

Sanford’s deep belief and commitment to

sustainable fisheries and data-driven, fact-based

management led the business to support this

process throughout.

A fresh approach to Sanford

sustainability reporting

Sanford has been at the forefront of sustainability

reporting for many years. The company's first

'triple bottom line' sustainability report was

issued in 2000, and evolved since then through

sustainable development reports, integrated

reports, the application of G4 Sustainability

Frameworks and subsequently the Global

Reporting Initiative (GRI) standards for the

structured reporting of sustainability topics.

During recent times, we have experienced an

ever-increasing expectation from standards

setters and interested stakeholders in terms of

the breadth and depth of data disclosure, coupled

with the more recent mandatory climate-related

disclosures which are applicable for Sanford.

The cumulative and increasing demand for

disclosures creates resource pressure to collect,

collate, check, track and disclose the growing

quantum of data.

Sanford has therefore reviewed its approach to

sustainability reporting to right-size and balance

resource allocation. The result of this is the next

evolution of our sustainability reporting for FY24

Sanford’s commitment to sustainable seafood and to a

sustainable future for our business, our stakeholders,

our people, our customers and our suppliers is unwavering.

– a separation of sustainability reporting from

the financial annual report, with the sustainability

report, inclusive of Climate-Related Disclosure,

to be issued post the FY24 financial reporting.

In addition, a more selective and targeted

approach to the application of voluntary

sustainability reporting standards has been

undertaken. Sanford’s reporting will be more

focused on the key aspects that are of relevance

to our business.

Sanford's climate-related disclosure

Sanford is a climate reporting entity for the

purposes of the Financial Markets Conduct Act

2013. We are currently preparing our first

mandatory Climate-Related Disclosure (CRD)

for FY24 under the Aotearoa New Zealand

Climate Standards and Part 7A of the Financial

Markets Conduct Act 2013. Sanford’s CRD

will be made available at sanford.co.nz/

investors/reports-1/company-reports by no

later than the filing date of 31 January 2025.

Sustainability project progress during 2024

During 2024, Sanford’s team has worked to

update the environmental and sustainability data

systems to support a more efficient tracking of

carbon emissions, water use, energy use, as well

as waste and recycling volumes across our sites

and vessels.

Within the operational areas of the business there

has been a strong focus on sustainability project

delivery throughout FY24, including the following:

• Receiving and commissioning of a hybrid feed

barge for our Big Glory Bay salmon farm

• Fuel efficiency upgrades for the fishing vessel

San Enterprise

• Climate adaptation planning and implementation

for the seafood sector.

Salmon farms represent challenging sites to

deploy renewable and low-carbon energy

systems due to a combination of inclement climate

conditions, remote geographic locations without

nearby access to grid electricity, and high energy

demands from operations. The hybrid system,

with its battery-based energy storage, ensures

that on-barge diesel generators can run less

frequently overall and operate in a more

energy-efficient mode. After 12 months of

operation, these systems will be reviewed by

Sanford's engineers for fuel savings, reliability,

maintenance and general performance to provide

key learnings and inform future energy system

decisions at this key operational site.

The San Enterprise, one of Sanford’s largest

deepwater fleet vessels, entered dry dock in

August 2024 for significant maintenance work

which included some substantial fuel and

emissions efficiency upgrades. Those upgrades

will deliver dual benefits of reducing carbon

emissions and lower fuel costs during operation.

The upgrades primarily include a new propeller

and thrust nozzle design – alone forecast to

deliver circa 7% in fuel savings and electrical

system upgrades to provide for shore power

connections (to run the ship's systems on mains

grid electricity rather than diesel generator

when berthed at dock). Other associated

fuel-efficiency upgrades include replacing the

primary fixed-speed drive refrigeration

compressor with a variable-speed drive unit and

economiser, which will result in a more than 30%

reduction in energy demand for the on-board

refrigeration unit.

Climate impacts on the seafood sector can be

complex requiring adaptation planning across

many sector participants – from quota and asset

holders, to regulators, science providers, and the

NGO community. Successful adaptation requires

all participants to adjust approaches, understand

inflection points and drivers, and have a clear

path ahead to ensure the sector is well placed

to preserve resources and successfully deliver

seafood to market. During FY24, significant

progress has been made, in conjunction with the

Aotearoa Circle, where Sanford has contributed,

along with others, to deliver a Seafood Sector

Climate Adaptation Strategy, which is now in the

implementation phase. More details on this

exciting initiative are available at

theaotearoacircle.nz/sasimplementation

19Annual Report FY24 | 18| Sanford Limited

Corporate Governance
This section provides an overview of Sanford’s Corporate

Governance Framework, introduces our board, and details

pertinent information on shareholdings, remuneration, indemnity

and insurance.

For further details on the company's governance structure, policies and practices, and the extent to which

Sanford has followed the recommendations in the NZX Corporate Governance Code dated 01 April 2023

(NZX Code) during FY24, please refer to the Sanford Corporate Governance Statement dated 14 November

2024, available at: sanford.co.nz/investors/governance/corporate-governance-statement.

The board currently comprises six directors: Sir Robert (Rob) McLeod, Managing Director David Mair,

Thomas (Tom) McClurg, Joanne (Jo) Curin, Craig Ellison and William (John) Strowger.

During the year ended 30 September 2024, John Strowger was elected as a director at the 2023

Annual Shareholder's Meeting on 18 December 2023 and David Mair became Managing Director

on 01 May 2024. Tom McClurg was appointed as a director on 19 February 2024 and Jo Curin

was appointed as a director on 22 August 2024. Abigail (Abby) Foote resigned as a director

on 09 November 2023 and Fiona Mackenzie did not seek re-election at the 2023 Annual Shareholder's

Meeting, and accordingly retired as a director at the conclusion of that meeting.

As a consequence of the above changes, Recommendation 2.8 of the NZX Code (that a majority

of the board should be independent directors) was not followed for periods during FY24, including

as at 30 September 2024.

The board has sought to bring its composition closer in line with Recommendation 2.8 during FY24,

with the appointment of Tom McClurg and Jo Curin as independent directors. However, the composition

of Sanford’s board is ultimately determined by its shareholders, with the appointment of each of the

company’s directors being approved by a shareholder vote at Sanford’s annual meetings.

The board is mindful of the importance of reflecting the best interests of its shareholders generally

in decision-making. Accordingly, the board has adopted a robust Conflicts of Interest Policy in order

to regulate and manage the risk of conflicts. The board has also approved the composition of its

committees, with a majority of each comprising independent directors.

Under the NZX Listing Rules, a director must not hold office (without re-election) past the third annual

meeting following that director’s appointment or three years, whichever is longer. Accordingly, Sir Rob

McLeod and Craig Ellison will retire from office at the 2024 Annual Shareholder's Meeting (having held

office as directors of the company since 01 January 2016 and 20 December 2021 respectively). Being

eligible, both Sir Rob McLeod and Craig Ellison have offered themselves for re-election at the 2024

Annual Shareholder's Meeting.

Further, under the NZX Listing Rules, any director appointed by the board during the year must

retire from office at the next annual meeting but is eligible for election at that meeting. Accordingly,

Tom McClurg and Jo Curin, being directors who were appointed by the board in FY24, will retire from

office at the 2024 Annual Shareholder's Meeting. Being eligible, both Tom McClurg and Jo Curin have

offered themselves for election at the 2024 Annual Shareholder's Meeting.

For more information about each director, see overleaf or visit:

sanford.co.nz/investors/governance/board-of-directors.

Independence

Director independence is assessed in accordance with the NZX Listing Rules and with regard to the

factors described in Table 2.4 of the NZX Corporate Governance Code.

As at 30 September 2024, the board considered that Sir Rob McLeod (Chair of the board), Tom McClurg

(Chair of the Audit, Finance and Risk Committee) and Jo Curin are independent directors. They are

non-executive directors who do not have any interests, positions, associations or relationships which

might interfere, or might be seen to interfere, with their ability to bring independent judgement to the

issues before the board.

David Mair is not independent, as he is an executive director. John Strowger is not considered to be

independent, as he is associated with a substantial shareholder of the company, Tasman Equity Holdings

Limited. Craig Ellison is not considered to be independent. From August 2023 until the end of April 2024,

Mr Ellison was the Acting CEO of Sanford, and is associated with a substantial shareholder of the company.

Directors are required to notify the company of any interests they have that could impact an assessment

of their independence or their ability to act in the best interests of the company. Sanford has processes in

place to manage any conflicts of interest with directors.

Executive Team

For information about our executive team, please visit:

sanford.co.nz/about-sanford/executive-team.

Governance Framework

Sanford’s board and management are committed to achieving high standards of corporate governance.

The company considers that the governance practices we have adopted follow these principles and

policies for the year ended 30 September 2024.

The board provides effective leadership to ensure the long-term success of the company and therefore

build shareholder value, and is responsible for the strategic direction and control of the company.

The board exercises this control through a governance framework, which includes detailed reporting

to the board and its committees, effective delegation, risk management and a system of assurances

regarding financial reporting and internal controls.

Board of Directors

Sanford’s directors bring a diverse wealth of experience, acting on behalf of our shareholders and

other stakeholders.

Directors are chosen for their corporate leadership skills, professional backgrounds, experience and

expertise. The right blend of skills and experience, combined with the diversity of director perspectives,

is crucial to ensuring the attainment of long-term value for Sanford’s shareholders.

Joint Subsidiaries/Businesses, Arrangements, Operations and Functions

Executive Team (Collectively and Individually)

Operational

Integration

Business &

Functional

Integration

Sustainability &

Environment

Food Safety

& Quality

Accounting

& Tax

Practices

Sales &

Marketing

Supply

Chain

Safety, Health &

Wellbeing

People

& Culture

FINANCIAL, NON-FINANCIAL ASSURANCE

REPORTING AND DISCLOSURE


Creating Value Through Sound Corporate Governance

Shareholders

Board of Directors

Managing Director

Innovation

Board Committees

Audit, Finance

and Risk Committee 

People,

Health and Safety

Committee

Board Nomination

Committee

GOVERNANCE OF RISK

INFORMATION TECHNOLOGY

COMPLIANCE

INTERNAL

AND EXTERNAL AUDIT

21Annual Report FY24 | 20| Sanford Limited

Sir Robert McLeod
Chair, Independent

Non-Executive Director

David Mair

Managing Director

Our Board

As at 30 September 2024

John Strowger

Non-Executive Director

Tom McClurg

Independent Non-Executive Director

Craig Ellison

Non-Executive Director

Joanne Curin

Independent Non-Executive Director

Appointed 2016,

appointed Chair in 2019

Rob has had an extensive

professional and governance

career, both within the

accounting profession and

various public and private

companies. He is a past

Chair of Aotearoa Fisheries

Limited (Moana) and Sealord

Group Limited and was a

Commissioner of the Waitangi

Fisheries Commission. Rob has

chaired and been a member

of a number of Government

Task Forces and is also a past

Chair of the New Zealand

Business Roundtable.

Committee Responsibilities:

Chair of the board and

Nomination Committee;

member of Audit, Finance and

Risk Committee and People,

Health and Safety Committee

Appointed 2022

David has significant corporate

experience. He has been

Managing Director of

NZX-listed Skellerup Holdings

Limited since 2011, and a

director since 2006. David was

also involved in a2 Milk from

2008 until the company listed

on the ASX in 2015.

He was recently judged Deloitte

Top 200 CEO of the Year for

2021 and given the prestigious

Johnson Partners Leadership

Award from the Institute of

Finance Professionals (INFINZ),

which speaks to the quality of

his leadership and focus.

David is also currently

a director of Forté Funds

Management Limited.

Committee Responsibilities:

Member of People, Health

and Safety Committee and

Nomination Committee until

01 May 2024

Appointed 2024

Tom is Nga

-

ti Mutunga o

Wharekauri and has over

30 years of experience in

natural resource management

and policy roles within

New Zealand’s primary sector.

He has held senior executive

roles with government, Te Ohu

Kai Moana, Aotearoa Fisheries

Limited (Moana NZ), Ernst &

Young, and Landcorp Farming

Limited. Tom serves as a

director for several entities,

including Toroa Strategy

Limited, Nga

-

ti Mutunga o

Wharekauri Asset Holding

Company, and Port Nicholson

Fisheries. He is also Chair of

Fishserve. In addition, Tom has

been engaged by the World

Bank, NZAid, and PNA, among

other organisations to provide

fisheries management advice.

Committee Responsibilities:

Chair of the Audit, Finance and

Risk Committee; member of

the People, Health and Safety

Committee and the Nomination

Committee

Appointed 2024

Joanne has over 25 years of

governance experience in

public and private structures

including large-scale global

companies. She has also held

various senior executive

positions, including as CFO of

FTSE 100, ASX 50 and FTSE 250

businesses. Joanne’s sector

experience includes shipping,

logistics, manufacturing,

engineering, construction,

critical infrastructure, property

development, retail, technology

and healthcare.

She is currently Deputy Chair

and Audit Committee Chair

for Geoquip Marine, a global

offshore geotechnical

engineering company.

Appointed 2023

John is a leading commercial

lawyer with an extensive career.

He was a partner at Chapman

Tripp from 1993 to 2022

and remains a consultant there.

John specialises in corporate,

contract and securities law,

with expertise in mergers and

acquisitions. He was named

NZ Deal Maker of the Year at

the Australasian Law Awards in

2019, 2017 and 2015. He is also

recognised by IFLR1000 as a

“Market Leader” in mergers

and acquisitions as well as

equity capital markets. John

chairs Skellerup Holdings

Limited and serves on the

boards and advisory committees

of various private sector

businesses, including Qestral

Corporation Limited and

Caspex Corporation Limited.

Committee Responsibilities:

Chair of the People, Health

and Safety Committee;

member of the Audit, Finance

and Risk Committee

Appointed 2021

Craig has had a long involvement

in the fisheries and seafood

sector. He was the past Chief

Executive of Nga

-

i Tahu

Holdings, Chair of Nga

-

i Tahu

Seafood, Poutama Trust,

Moana Pacific, Prepared Foods,

the NZ Seafood Standards

Council, as well as serving

on the executive of the Fishing

Industry Association Board,

and numerous stakeholder

organisations. Craig has

served on a number of other

trade organisations and task

forces in the sector, and was

a Commissioner with the

Treaty of Waitangi Fisheries

Commission (Te Ohu Kaimoana)

as it worked through the

Allocation model and giving

effect to the Fisheries Settlement.

After the agreement on

allocation methodology

Craig served on the boards

of Aotearoa Fisheries Limited

(Moana NZ) and Sealord

Group Limited.

Committee Responsibilities:

Member of Nomination

Committee

23Annual Report FY24 | 22| Sanford Limited

Remuneration
Director Remuneration

Name of DirectorBoard Fees

Audit, Finance and

Risk Committee

People, Health and

Safety Committee

Total

Remuneration

Sir Robert McLeod (Chair)

(Chair) 170,000 10,000 8,000 188,000

David Mair

52,500 5,833 4,667 63,000

Tom McClurg

1

54,714 (Chair) 11,009 4,864 70,587

Joanne Curin

2

9,919 –– 9,919

Craig Ellison

37,500 –– 37,500

John Strowger

3

70,521 7,836 (Chair) 12,537 90,893

Abigail (Abbey) Foote

4

9,863 1,096 1,753 12,712

Fiona Mackenzie

5

22,500 5,000– 27,500

Total

427,517 40,774 31,821 500,111

1. Appointed 19 February 2024

2. Appointed 22 August 2024

3. Appointed 18 December 2023

4. Resigned 09 November 2023

5. Resigned 18 December 2023

Managing Director/CEO Remuneration

The Managing Director/CEO’s remuneration (hereafter Managing Director) consists of fixed remuneration

and variable remuneration in the form of a short-term incentive (STI) plan and a long-term incentive

(LTI) plan. This is reviewed annually by the People, Health and Safety Committee and the board after

reviewing the company’s performance, the Managing Director’s individual performance and advice

from external remuneration specialists.

Fixed Remuneration

David Mair was appointed Managing Director on 01 May 2024 and was paid $375,000 for the period

ending 30 September 2024. David is a member of the board but does not receive director’s fees due to

his Managing Director role.

Between 01 October 2023 and 30 April 2024 Craig Ellison was the Acting CEO and was paid $636,346

for that period. Craig was also a member of the board during his Acting CEO tenure, but did not receive

director’s fees during this period.

Variable Remuneration

Short-Term Incentive Plan

The aim of the STI plan is to reward the Managing Director for achieving strategic objectives, which

will result in strong financial returns for our shareholders. Participation in the plan is by annual invitation

at the discretion of the company at which time financial targets and key performance indicators

are established.

The Acting CEO was not eligible for an award under the company’s STI plan.

The Managing Director is eligible for an STI award in relation to the year ended 30 September 2024

set by comparing achieved FY24 adjusted EBIT against the budget adjusted EBIT, pro-rated from

commencement date and 5% of any surplus calculation. An amount of $150,000 is payable in respect

of the plan for FY24.

Long-Term Incentive Plan

In September 2021 the company announced a new LTI plan as part of its retention and incentive

arrangements for the former CEO. The LTI plan also has flexibility to be extended to other employees

in the future, to align the interests of employees with the interests of Sanford’s shareholders and to

encourage share ownership. The board retains absolute discretion as to whether any future offers

will be made and to review the terms of the LTI plan.

Vesting of the awards is subject to certain conditions, none of which are applicable to FY24 as the

Acting CEO was not eligible for the LTI and no grant under the LTI plan has been made to the

Managing Director in FY24.

Base

Salary

$

Other

Short-term

Benefits

$

Remuneration

$

Employer

Super

$STI*LT I

Total

Remuneration

$

Craig Ellison01-Oct-2430-Apr-24566,34670,000636,346

–––

636,346

David Mair01-May-2430-Sep-24375,000–375,000

–150,000–

525,000

941,34670,0001,011,346

–150,000–

1,161,346

* STI accrued in FY24 is disclosed.

Annual Total Compensation Ratio

The annual total compensation ratio represents the number of times greater the highest-paid individual’s

remuneration is to the remuneration of an employee paid at the median of all Sanford employees

(excluding the highest-paid individual). For the purposes of determining the median paid to all Sanford

employees, all permanent full-time and fixed-term employees are included, with part-time employees

excluded. Employee median remuneration includes basic wage and salary payments, employer

superannuation and KiwiSaver payments, short-term incentives, overtime and leave buyouts.

Highest-paid remuneration includes basic salary payments, employer superannuation and short-term

incentive payments.

At 30 September 2024, the Managing Director and Acting CEO’s remuneration combined for FY24,

as shown above, was 13.38 times (FY23: 13.58 times) that of the median employee at $86,812 per annum

(FY23: $82,017).

Employee Remuneration

The table below shows the number of employees and former employees, who are not also directors,

who received remuneration and other benefits in excess of $100,000 during the year ended 30 September

2024. The table does not include amounts paid after 30 September 2024 that relate to the year ended

30 September 2024.

Remuneration

Range $000

Number of

Employees

Remuneration

Range $000

Number of

Employees

100 – 110

63

250 – 260

1

110 – 120

49

260 – 270

2

120 – 130

27

270 – 280

1

130 – 140

29

280 – 290

1

140 – 150

25

290 – 300

1

150 – 160

21

300 – 310

2

160 – 170

14

320 – 330

3

170 – 180

6

340 – 350

3

180 – 190

8

370 – 380

1

190 – 200

6

390 – 400

1

200 – 210

4

410 – 420

1

210 – 220

3

510 – 520

1

220 – 230

4

570 – 580

1

230 – 240

1

25Annual Report FY24 | 24| Sanford Limited

Gender Diversity
The gender composition of Sanford’s directors and ‘officers’ (as defined by the NZX Listing Rules) as at

30 September 2024 and as of 30 September 2023 is set out in the table below.

FY24 FemaleFY24 MaleFY23 Female FY23 Male

Directors15

23

Officers16

27*

* Four of these officers held their roles on an ‘acting’ basis.

There were no directors or officers who self-identified as gender diverse in FY23 or FY24.

Our approach to diversity is outlined in our Diversity, Equity and Inclusion Policy, which is available on

the company website. The policy sets out behavioural and process expectations and standards to deliver

practices which increase diversity and reduce bias.

Measurable objectives are set by the board to track how Sanford is progressing towards our goals under

the policy. The board believes that initiatives undertaken by management during the year upheld the

company’s commitment to diversity and inclusion. Sanford has applied all terms of employment fairly

and equitably and in accordance with our frameworks. Work continues on progress towards achieving

our other objectives; in particular, the board acknowledges that membership of the board and executive

team did not achieve the objective of having at least 30% of members self-identifying as female.

Director Information

Interests Register

Sanford maintains an interests register in which relevant interests and matters involving the directors

are recorded. The following are particulars of general interests in the company’s interests register as at

30 September 2024 and of those added during the year. There were no specific disclosures of interests

in transactions entered into by the company in FY24.

DirectorInterest

R McLeodChair, Nāti Growth Limited. Director, Nāti Properties Limited, Porou Miere Limited, Ngāti Porou Seafoods Limited,

Pakihiroa Farms Limited, Ngāti Porou Fisheries Limited, Ngāti Porou Manuka Limited, Ngāti Porou Berries Limited,

Point 76 Limited, Point Seventy Limited, Point Guard Limited, MSJS NZ Limited, AZSTA NZ Limited, VCFA NZ Limited,

China Construction Bank (New Zealand) Limited, Singita Holdings Limited, Singita Investments Limited, Singita

Properties Limited, Port of Tauranga Limited.

J CurinDirector, Geoquip Marine Holding AG.

C EllisonChair, FENRIS Limited; Director, Lesvos Abalone Limited; Raniera Fishing Pty Ltd.

D MairManaging Director, Sanford Limited; Director, Skellerup Holdings Limited, Forté Funds Management Limited,

San Won Limited; Chair, ADNZ Management Limited; President, Judo New Zealand.

T McClurgChair, Commercial Fisheries Services Limited. Director and shareholder, Toroa Strategy Limited.

Director, Port Nicholson Facilities General Partner Limited (general partner of Port Nicholson

Facilities LP), Koura Inc General Partner Limited (general partner of Port Nicholson Fisheries LP),

Ngāti Mutunga o Wharekauri Asset Holding Company Limited, Waitaha Asset General Partner Limited, Waitaha

Management Limited, Puainuku Pastures General Partner Limited (general partner of Puainuku Pastures LP),

Puainuku Vines General Partner Limited (general partner of Puainuku Vines LP), Te Tamoremorenui Limited,

Ngā Kai Tautoko Limited (general partner of Te Pou Herenga Pakihi LP), Maruehi Fisheries Limited.

J StrowgerChair, Skellerup Holdings Limited. Associated with substantial product holder group Tasman Equity Holdings Limited,

Arden Capital Limited and Past Limited Partnership. Consultant, Chapman Tripp.

Indemnification and Insurance

In accordance with section 162 of the Companies Act 1993 and the constitution of the company, Sanford

has given indemnities to, and has effected insurance for, directors and executives of the company and its

related companies. Except for some specific matters that are expressly excluded (such as the incurring

of penalties and fines, which may be imposed for breaches of law), the indemnities and insurance

indemnify and insure directors and executives against monetary losses as a result of actions undertaken

by them in the course of their duties.

Director Interests in Shares

As at 30 September 2024, directors had disclosed the following relevant interests in Sanford shares:

DirectorNumber of SharesNature of Relevant Interest

R McLeod41,725Beneficial interest

C Ellison1,000Beneficial interest and registered holder

T McClurg500Beneficial interest

D Mair31,000Registered holder as trustee of the DM2 Investment Trust, in which D Mair has a beneficial interest

J Strowger22,500Beneficial interest and registered holder (500 shares), Beneficial interest (22,000 shares)

Director Share Dealing

Directors and executives are required to seek approval in advance of share trading and certify to the

board that they are not in possession of inside information, in accordance with the company’s Share

Trading Policy and Guidelines. Directors acquired shares during the year ended 30 September 2024

as follows:

Director

Nature of

Relevant Interest

Number of

Shares AcquiredConsideration PaidDate

R McLeodBeneficial interest9,655

3,570

$36,656.17

$13,473.54

01 December 2023

04 December 2023

T McClurg

Beneficial interest

500$1,910.0022 February 2024

Statutory Information

Shareholding Analysis

As at 01 October 2024

Size of HoldingNumber of Shareholders%%Number of Shares%%

1 to 999650

26.52281,4930.30

1,000 to 4,999

1,130

46.102,375,0652.54

5,000 to 9,999

301

12.281,932,4012.06

10,000 to 49,999

285

11.635,332,5455.70

50,000 to 99,999

30

1.222,093,8772.24

100,000 and above

55

2.2581,611,35487.16

Total

2,451

100.0093,626,735100.00

27Annual Report FY24 | 26| Sanford Limited

Twenty Largest Shareholders
As at 01 October 2024

Registered NameNumber of Shares%%

Ngāi Tahu Investments Limited

18,607,72119.87

ASB Nominees Limited

9,000,0009.61

Masfen Securities Limited

7,093,5007.58

ANZ Wholesale Australasian Share Fund – NZCSD

5,046,2895.39

Maruha Nichiro Corporation

4,534,2314.84

Tasman Equity Holdings Limited

3,795,0544.05

BNP Paribas Nominees (NZ) Limited – NZCSD

2,963,5113.17

Citibank Nominees (New Zealand) Limited – NZCSD

2,778,8402.97

Forsyth Barr Custodians Limited

2,200,7322.35

Sterling Nominees Limited

2,184,0372.33

Rural Equities Limited

2,000,0002.14

Accident Compensation Corporation – NZCSD

1,957,5292.09

Seajay Securities Limited

1,825,0001.95

New Zealand Depository Nominee Limited

1,710,7041.83

HSBC Nominees (New Zealand) Limited – NZCSD

1,579,5321.69

Arden Capital Limited

1,265,0181.35

Tea Custodians Limited Client Property Trust Account – NZCSD

1,260,9041.35

JBWere (NZ) Nominees Limited

1,158,5121.24

Custodial Services Limited

1,130,2731.21

MMZ Trustee Company Limited

985,4491.05

Substantial Product Holders

According to company records and substantial product holder notices given to the company under the

Financial Markets Conduct Act 2013, as at 30 September 2024, the following were substantial product

holders in the company through having a relevant interest in the company’s ordinary shares:

Substantial Product Holder

Number of

Voting Securities

%% of Ordinary

Held Shares

Date of Last Substantial

Product Holder Notice

Ngāi Tahu Holdings Corporation Limited

and Ngāi Tahu Investments Limited*18,607,72119.8701 September 2021

Tasman Equity Holdings Limited, Arden

Capital Limited and Past Limited Partnership14,060,07215.0214 December 2023

Masfen Securities Limited7,093,5007.5814 March 2022

ANZ New Zealand Investments Limited,

ANZ Bank New Zealand Limited and ANZ

Custodial Services New Zealand Limited

(aggregated as related bodies corporate)6,084,1236.5005 August 2024

* Ngāi Tahu Holdings Corporation Limited has disclosed that it has a relevant interest in the shares held by Ngāi Tahu Investments Limited.

The total number of quoted voting products of Sanford Limited on issue as at 30 September 2024 was

93,626,735 (which includes treasury stock of 120,598 shares).

Waivers and Exemptions from the NZ Stock Exchange

and the Overseas Investment Office (OIO)

NZX Waiver – Overseas Ownership Provisions in the Company’s Constitution

To enable the board to better manage the risk of the company being an ‘overseas person’ in the future

(which would, among other things, impact the company’s ability to acquire an interest in fishing quota

(including ACE) in the ordinary course of its business), the company’s constitution was amended in 2016

to include provisions which enable the board to:

• Require certain documentation and/or information in relation to a proposed transferor or transferee

of the company’s shares and to restrict the transfer of the company’s shares to ‘overseas persons’

(Transfer Powers)

• Suspend the voting rights of any of the company’s shares the board determines are ‘affected shares’

(being, in summary, shares which the board determines are held by ‘overseas persons’ and which

have caused the company to be in breach of the ‘overseas ownership threshold’ – a threshold which

is currently set at 90% of the maximum aggregate percentage of the company’s shares that can be

owned or controlled by ‘overseas persons’ without the company itself being an ‘overseas person’)

(Suspension Powers)

• Require (or effect) a sale of any ‘affected shares’ to a ‘non-overseas person’.

A more detailed outline and explanation of the effects of the above powers can be found on the

company’s website at sanford.co.nz/investors/governance/company-constitution and

the provisions which enable the board to exercise those powers are set out in the company’s

constitution. NZX Regulation (a body now referred to as NZ RegCo) granted the company a waiver

from NZX Listing Rule 8.1.5 to enable the company to have the Suspension Powers in its constitution

(Waiver). As a condition of the Waiver, Sanford is listed on the NZX Main Board with a Non-Standard

designation. The full text of the Waiver can be found here nzx.com/companies/SAN/documents.

In addition, NZX Regulation granted the company approval in 2016 in order for the company to

include the Transfer Powers in its constitution. The full text of that approval can be found here

nzx.com/announcements/293474.

OIO exemption – Overseas Ownership

In 2018, the company obtained an exemption from the requirement under the Overseas Investment Act

2005 (OIA) to obtain consent prior to acquiring ‘fishing quota’ in certain limited circumstances, which

expired in August 2023 (Original Exemption).

At the time the Original Exemption was obtained, the OIA provided that a body corporate such as the

company would be an ‘overseas person’ where (in summary) it has a level of overseas ownership or

control of 25% or more. However, the test in the OIA is for when the company (being a New Zealand

company that is listed on the NZX Main Board) will be an ‘overseas person’ has subsequently been

amended. The changes to that test effectively increase the extent of overseas ownership required for

the company to be considered an ‘overseas person’, making it less likely that the company could

become an ‘overseas person’ within a short period of time without its prior knowledge.

Given the company’s current level of overseas ownership and the amendments to the OIA described

above, the company considers that the risk of it becoming an ‘overseas person’ in circumstances where

the company is not aware that such a change has occurred (or may be about to occur) to be very low.

Accordingly, a new exemption has not been pursued. However, the company continues to monitor its

level of overseas ownership to minimise the prospect of it becoming an ‘overseas person’ within a short

period of time without its prior knowledge. Such monitoring complements the provisions in its

constitution which enable the board to require (or effect) a sale of the ‘affected shares’ to a ‘non-overseas

person’ (as discussed above).

For the avoidance of doubt, any exemption from the OIA would not exempt any ‘overseas person’ from

any requirement to obtain consent under the OIA before giving effect to the acquisition of rights or

interests in the company’s securities.

29Annual Report FY24 | 28| Sanford Limited

GAAP to Non-GAAP Reconciliation
Sanford’s standard profit measure prepared under New Zealand GAAP is net profit. Sanford has used

non-GAAP measures when discussing financial performance in this document. The Directors and

management believe that these measures provide useful information as they are used internally to

evaluate divisional and total Group performance and to establish operating and capital budgets.

Non-GAAP profit measures are not prepared in accordance with NZ IFRS (New Zealand equivalents

to International Financial Reporting Standards) and are not uniformly defined; therefore, the non-GAAP

profit measures included in this report are not comparable with those used by other companies.

They should not be viewed in isolation or as a substitute for GAAP profit measures as reported by

Sanford in accordance with NZ IFRS.

Definitions

EBIT: Earnings before interest and taxation.

Adjusted EBIT: Earnings before interest, taxation, restructuring costs, impairment of assets and

investments, net gain on sale of North Island inshore fishery assets, net gain/(loss) on sale of property,

plant and equipment and intangible assets and other one-off items.

Adjusted EBITDA: Adjusted EBIT before depreciation and amortisation.

GAAP to Non-GAAP Reconciliation

for the year ended 30 September 2024

20242023

$000$000

Reported net profit for the period (GAAP) 19,670 10,011

Add back:

Income tax expense 17,725 7,471

Net interest expense 16,867 13,522

EBIT 54,262 31,004

Adjustments:

Impairment of assets 16,856 1,418

Impairment of investment and advances

in Two Islands Limited Group 3,132 –

Restructuring costs 1,495 5,544

Net gain on sale of North Island inshore fishery assets (964)–

Net loss/(gain) on sale of property, plant and equipment and intangibles 293 (35)

Other one-off (gains)/losses (866) 947

Software as a Service (SaaS) expenditure– 12,714

Receipt from surrender of lease– (2,200)

Adjusted EBIT 74,208 49,392

Add back:

Depreciation and amortisation 34,442 32,142

Adjusted EBITDA 108,650 81,534

Five-Year Financial Review

2024202320222021

Restated

2020 (i)

$000$000$000$000$000

Revenue 582,913 553,397 531,887 489,625 468,849

Adjusted EBITDA* 108,650 81,534 68,262 52,603 66,294

Depreciation and amortisation (34,442) (32,142) (28,086) (29,310) (28,016)

Adjusted EBIT ** 74,208 49,392 40,176 23,293 38,278

Restructuring costs (1,495) (5,544) (345) (288) (3,452)

Impairment of assets (16,856) (1,418) (1,301)– (1,193)

Impairment of investment and advances

in Two Islands Limited group (3,132)––––

Net gain on sale of North Island

inshore fishery assets 964 ––––

Net (loss)/gain on sale of property, plant and

equipment and intangible assets (293) 35 43,616 12,935 4,037

Other one-off items 866 (947) (639) (711) 2,082

Software as a Service (SaaS) expenditure– (12,714) (10,312) (6,183) (4,187)

Receipt from termination of lease– 2,200 –––

EBIT 54,262 31,004 71,195 29,046 35,565

Net interest expense (16,867) (13,522) (8,731) (9,011) (8,995)

Profit before income tax 37,395 17,482 62,464 20,035 26,570

Income tax expense (17,725) (7,471) (6,692) (3,800) (7,151)

Profit for the year 19,670 10,011 55,772 16,235 19,419

Non-controlling interest 15 5 122 28 11

Profit attributable to equity holders

of the Company 19,685 10,016 55,894 16,263 19,430

Equity

Paid in capital 94,690 94,690 94,690 94,690 94,690

Reserves 609,303 589,881 569,795 538,702 512,266

Non-controlling interest 365 380 388 702 665

Total equity 704,358 684,951 664,873 634,094 607,621

Represented by:

Current assets 264,909 276,405 224,096 208,477 193,677

Less current liabilities 74,048 180,386 139,888 118,549 120,808

Working capital 190,861 96,019 84,208 89,928 72,869

Property, plant and equipment 217,819 227,254 193,032 167,660 157,143

Right-of-use assets (i) 32,751 40,334 37,574 35,655 40,381

Investments 1,261 4,383 3,938 4,096 4,050

Derivative financial instruments 16,364 12,515 6,925 9,051 10,306

Biological assets (non-current) 23,239 18,226 19,019 18,286 25,806

Intangible assets 490,087 493,196 493,096 497,132 494,973

972,382 891,927 837,792 821,808 805,528

Less non-current liabilities 268,024 206,976 172,919 187,714 197,908

Total net assets 704,358 684,951 664,873 634,094 607,620

Dividend per share (cents)10†12†10†–5†

Dividend cover (times)2.10.96.0†–1.0†

Return on average total equity2.8%1.5%8.6%2.6%3.2%

Earnings per share (cents)21.110.759.817.420.8

Net asset backing per share $7.53 $7.32 $7.10 $6.77 $6.49

* Adjusted EBITDA: Adjusted EBIT before depreciation and amortisation.

** Adjusted EBIT: Earnings before interest, taxation, restructuring costs, impairment of assets and investments, net gain on sale of North Island

inshore fishery assets, net gain/(loss) on sale of property, plant and equipment and intangible assets and other one-off items.

† Includes the dividends proposed after balance date.

(i) The Group has adopted a new interpretation issued in April 2021 by the IFRS Interpretations Committee (IFRIC) on the International Accounting

Standard IAS 38 Intangible Assets. The interpretation has resulted in the recognition of Software-as-a-Service (SaaS) expenditure as an expense

in the income statement rather than a capitalised asset and a restatement has occurred through retained earnings in the 2020 financial year.

Refer to the Sanford 2021 integrated report for details.

31Annual Report FY24 | 30| Sanford Limited

The Directors are pleased to
present the Financial Statements

of the Group for the year ended

30 September 2024.

Financial

Statements 2024

Sir Robert A McLeod

Chair

14 November 2024

David W Mair

Managing Director

14 November 2024

For and on behalf of the Board of Directors:

Contents

Income Statement34

Statement of Comprehensive Income35

Statement of Financial Position36

Statement of Cash Flows37

Statement of Changes in Equity40

Notes to the Financial Statements42

Independent Auditor’s Report80

33Annual Report FY24 | 32| Sanford Limited

Income Statement
for the year ended 30 September 2024

Statement of Comprehensive Income

for the year ended 30 September 2024

20242023

Note$000$000

Revenue4 582,913 553,397

Cost of sales (456,726)(444,760)

Gross profit 126,187 108,637

Other income 7,240 7,500

Distribution expenses (13,630)(14,762)

Administrative expenses5 (33,778)(37,877)

Other expenses5 (31,896)(32,744)

Operating profit 54,123 30,754

Finance income6 1,270 958

Finance expense6 (18,137)(14,480)

Net finance expense (16,867)(13,522)

Share of profit of equity-accounted investees13 139 250

Profit before income tax 37,395 17,482

Income tax expense7 (17,725)(7,471)

Profit for the year 19,670 10,011

Profit attributable to:

Equity holders of the Company 19,685 10,016

Non-controlling interest (15)(5)

19,670 10,011


Earnings per share, net of tax attributable to equity holders of the

Company during the year (expressed in cents per share)

Basic and diluted earnings per share (cents)

From profit for the year1621.110.7

20242023

$000$000

Profit for the year (after tax) 19,670 10,011

Other comprehensive income

Items that may be reclassified to the income statement:

Foreign currency translation differences 68 183

Change in fair value of cash flow hedges recognised in other

comprehensive income 14,119 34,270

Deferred tax on cash flow hedges (3,953)(9,596)

Cost of hedging gains recognised in other comprehensive income–440

Deferred tax on cost of hedging–(123)

Items that have been classified to the income statement:

Amount of treasury share cost recovered in relation

to share-based payment–(143)

Cost of hedging gain (293)–

Deferred tax on cost of hedging 82 –

Other comprehensive income for the year 10,023 25,031

Total comprehensive income for the year 29,693 35,042

Total comprehensive income for the year is attributable to:

Equity holders of the Company 29,708 35,047

Non-controlling interest (15) (5)

Total comprehensive income for the year 29,693 35,042

35Annual Report FY24 | 34| Sanford Limited

Statement of Financial Position
as at 30 September 2024

Statement of Cash Flows

for the year ended 30 September 2024

20242023

Note$000$000

Current assets

Cash on hand and at bank8 14,475 6,805

Trade receivables9(a) 83,167 104,921

Derivative financial instruments18 13,556 6,170

Other receivables and prepayments9(b) 5,085 8,352

Biological assets10 55,557 48,300

Inventories11 73,363 83,029

Assets held for sale 20 19,706 18,828

Total current assets 264,909 276,405

Non-current assets

Property, plant and equipment12 217,819 227,254

Right-of-use assets19 32,751 40,334

Investments13 1,261 4,383

Derivative financial instruments18 16,364 12,515

Biological assets10 23,239 18,226

Intangible assets14 490,087 493,196

Total non-current assets 781,521 795,908

Total assets 1,046,430 1,072,313

Current liabilities

Bank overdraft and borrowings (secured)8– 58,000

Derivative financial instruments18 1,705 6,138

Trade and other payables15 44,647 87,373

Taxation payable 899 3,625

Lease obligation19 13,889 11,518

Liabilities held for sale20 12,908 13,732

Total current liabilities 74,048 180,386

Non-current liabilities

Bank loans (secured)

18 200,000 145,000

Contributions received in advance

1,531 1,878

Employee entitlements

15 1,260 1,358

Derivative financial instruments

18 1,145 2,262

Deferred taxation

7 43,646 26,996

Lease obligation

19 20,442 29,482

Total non-current liabilities

268,024 206,976

Total liabilities 342,072 387,362

Equity

Paid in capital

94,690 94,690

Retained earnings

590,415 581,016

Other reserves

18,888 8,865

Shareholder funds

703,993 684,571

Non-controlling interest

365 380

Total equity

16 704,358 684,951

Total equity and liabilities

1,046,430 1,072,313

20242023

Note$000$000

Cash flows from operating activities

Receipts from customers 630,832 570,872

Interest received 1,270 958

Payments to suppliers and employees (533,856) (506,716)

Income tax paid (7,770) (9,156)

Interest paid (17,480) (14,905)

Net cash flows from operating activities 72,996 41,053

Cash flows from investing activities

Sale of property, plant and equipment 1,306 578

Proceeds from sale of North Island inshore fishery assets20 6,830 –

Sale of investment in Two Islands NZ Co Limited13 200 –

Dividends received from investments13,22 383 152

Purchase of property, plant and equipment12 (45,916) (62,701)

Purchase of intangible assets14 (1,490) (1,711)

Acquisition of shares in other companies13,22 (278) (347)

Net cash flows used in investing activities (38,965) (64,029)

Cash flows from financing activities

Proceeds from borrowings 27,000 60,000

Repayment of term loans (30,000) (25,000)

Dividends paid to company shareholders17 (10,286) (14,961)

Dividends paid to non-controlling interest shareholders– (3)

Lease payments19 (13,135) (12,360)

Net cash flows (used in)/from financing activities (26,421) 7,676

Net increase/(decrease) in cash and cash equivalents 7,610 (15,300)

Effect of exchange rate fluctuations on cash held 60 (429)

Cash and cash equivalents at the beginning of the year (51,195) (35,466)

Short-term borrowings reclassified as term loans 58,000

Cash and cash equivalents at 30 September 14,475 (51,195)

Represented by:

Bank overdraft and borrowings (secured)– (58,000)

Cash on hand and at bank 14,475 6,805

8 14,475 (51,195)

37Annual Report FY24 | 36| Sanford Limited

Statement of Cash Flows
for the year ended 30 September 2024

Statement of Cash Flows

for the year ended 30 September 2024

Reconciliation of profit for the period with net cash flows from operating activities

20242023

Note$000$000

Profit for the year (after tax) 19,670 10,011

Adjustments for non-cash items:

Depreciation and amortisation 34,442 32,142

Depreciation – Annual Catching Entitlements (ACE)19 7,746 6,882

Impairment of investment 13 2,956 –

Impairment of assets classified as held for sale20– 750

Impairment of property plant and equipment12 14,837 479

Impairment of intangibles14 1,832 189

Impairment of right-of-use assets19 187 –

Share-based payment recovered– (143)

Share of profit of equity-accounted investees 13 (139) (249)

Change in fair value of biological assets10 (12,270) (3,296)

Change in fair value of forward exchange contracts

and foreign currency options (2,882) (3,243)

Increase/(Decrease) in deferred tax liability7 12,697 (691)

Decrease in contributions received in advance (347) (341)

Unrealised foreign exchange loss 1,489 3,993

Other – (66)

60,548 36,406

Movement in working capital

Decrease/(Increase) in trade and other receivables

and prepayments 23,410 (17,341)

Decrease/(Increase) in inventories 9,666 (15,878)

(Decrease)/Increase in trade and other payables

and other liabilities (40,446)28,886

Decrease in taxation payable (2,726)(996)

(10,096)(5,329)

Items classified as investing activities

Gain on sale of North Island inshore fishery assets20 (964)–

Net loss/(gain) on sale and disposal of property,

plant and equipment 3,838 (35)

2,874 (35)

Net cash flows from operating activities 72,996 41,053

Reconciliation of movement of liabilities to cash flows arising from financing activities

Lease

Obligation

Bank Loans

(secured)

Derivative

Financial

Liabilities

(asset)Total

Note$000$000$000$000

As at 01 October 2023 41,000 145,000 (10,285) 175,715

Lease payments19 (13,135)–– (13,135)

Proceeds from bank loans– 27,000 – 27,000

Repayment of bank loans– (30,000)– (30,000)

Financing cash flows (13,135) (3,000)– (16,135)

Short-term borrowings reclassified

as term loans18– 58,000 – 58,000

New leases, net of settlements19 6,363 –– 6,363

Terminations of leases19 (53)–– (53)

Effect of movement in exchange rates19 156 –– 156

Change in fair value of derivative

financial instruments–– (16,785) (16,785)

As at 30 September 2024 34,331 200,000 (27,070) 207,261

As at 01 October 2022 38,511 110,000 27,688 176,199

Lease payments19 (12,360) – – (12,360)

Proceeds from bank loans – 60,000 – 60,000

Repayment of bank loans – (25,000) – (25,000)

Financing cash flows (12,360) 35,000 – 22,640

New leases, net of settlements19 31,425 – – 31,425

Terminations of leases19 (2,573) – – (2,573)

Lease obligations classified as held for sale (13,732)–– (13,732)

Effect of movement in exchange rates19 (271) – – (271)

Change in fair value of derivative

financial instruments – – (37,973) (37,973)

As at 30 September 2023 41,000 145,000 (10,285) 175,715

39Annual Report FY24 | 38| Sanford Limited

Statement of Changes in Equity
for the year ended 30 September 2024

Share

Capital

Share-based

Payment Reserve

Translation

Reserve

Cash Flow

Hedge Reserve

Cost of

Hedging Reserve

Retained

EarningsTotal

Non-controlling

Interest

Total

Equity

Note$000$000$000$000$000$000$000$000$000

Balance at 01 October 202394,690–1,0857,569211581,016684,571380684,951

Profit for the year (after tax)––––– 19,685 19,685 (15) 19,670

Other comprehensive income

Foreign currency translation differences–– 68 ––– 68 – 68

Hedging gains recognised in other

comprehensive income––– 14,119 –– 14,119 – 14,119

Deferred tax on change in reserves––– (3,953)–– (3,953)– (3,953)

Cost of hedging gains recovered

to the income statement–––– (293)– (293)– (293)

Deferred tax on cost of hedging gains–––– 82 – 82 – 82

Total comprehensive income–– 68 10,166 (211) 19,685 29,708 (15) 29,693

Distributions to shareholders17––––– (10,286) (10,286) (10,286)

Balance at 30 September 202494,690–1,15317,735–590,415703,993365704,358

Balance at 01 October 202294,690 143 902(17,105)(106)585,961664,485388664,873

Profit for the year (after tax) – – – – – 10,016 10,016 (5) 10,011

Other comprehensive income

Foreign currency translation differences – – 183 – – – 183 – 183

Hedging gains recognised in other

comprehensive income – – – 34,270 440 – 34,710 – 34,710

Deferred tax on change in reserves – – – (9,596) (123) – (9,719) – (9,719)

Amount of treasury share cost recovered

in relation to share-based payment – (143) – – – – (143) – (143)

Total comprehensive income – (143) 183 24,674 317 10,016 35,047 (5) 35,042

Distributions to non-controlling shareholders – – – – – – – (3) (3)

Distributions to shareholders17 – – – – – (14,961) (14,961) – (14,961)

Balance at 30 September 202394,690 – 1,0857,569211581,016684,571380684,951

41Annual Report FY24 | 40| Sanford Limited

Note 1 – General Information
(a) Reporting entity

Sanford Limited (‘the parent’ or ‘the Company’) is a profit-orientated company that is domiciled and incorporated in New Zealand.

The Company is registered under the Companies Act 1993 and listed on the New Zealand Stock Exchange (NZX). The Company is

an FMC entity for the purposes of Part 7 of the Financial Markets Conduct Act 2013.

The financial statements presented are for Sanford Limited (‘Sanford’ or ‘the Group’) as at and for the year ended 30 September

2024. The Group comprises the Company, its subsidiaries, and its investments in joint arrangements and associates.

In accordance with the Financial Markets Conduct Act 2013, where a reporting entity prepares consolidated financial statements,

parent disclosures are not required.

The Group is a large and long-established fishing and aquaculture farming business devoted entirely to the farming, harvesting,

processing, storage and marketing of quality seafood products and investments in related activities.

Note 2 – Basis of Preparation

(a) Statement of compliance

The financial statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), and other

applicable Financial Reporting Standards as appropriate for Tier 1 for-profit entities. They also comply with International Financial

Reporting Standards.

(b) Basis of measurement

The financial statements have been prepared on a historical cost basis except for the following which are measured on the bases

set out below:

• Derivative financial instruments: interest rate and fuel swaps, forward exchange contracts and foreign currency options are

measured at fair value.

• Biological assets: in water salmon and mussel assets are measured at fair value less costs to sell.

• Inventories are measured at lower of cost and net realisable value.

• Assets held for sale are measured at the lower of fair value less cost to sell and carrying value.

(c) Foreign currency

Functional and presentation currency

These financial statements are presented in New Zealand dollars (NZD), the Company’s functional currency. All financial

information presented in NZD has been rounded to the nearest thousand dollars (unless described as millions within the notes

to these financial statements).

Foreign currency transactions

Foreign currency transactions are translated to NZD at the exchange rates ruling at the dates of the transactions. At balance date

foreign currency monetary assets and liabilities are translated at the closing rate. The exchange variations arising from these

translations are recognised in the income statement.

Foreign operations

Foreign operations are entities within the Group, the activities of which are based in a country other than New Zealand, or are

conducted in a currency other than NZD. The assets and liabilities of foreign operations are translated into NZD at the closing rate,

while revenues and expenses are translated at rates approximating the exchange rate ruling at the date of the transaction.

Exchange variations are taken directly to the foreign currency translation reserve.

(d) Use of estimates and judgements

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

affect the application of accounting policies and the reported amounts in the financial statements. Actual results may differ from

these estimates.

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

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

Accounting policies, and information about judgements, estimates and assumptions that have had a significant impact on the

amounts recognised in the financial statements are disclosed in the relevant notes as follows:

• Valuation of deferred tax assets and liabilities (refer note 7)

• Valuation of biological assets (refer note 10)

• Valuation of inventories (refer note 11)

• Impairment testing of property, plant and equipment (refer note 12 and 14)

• Impairment testing of intangible assets (refer note 14)

Note 2 – Basis of Preparation (continued)

(d) Use of estimates and judgements (continued)

• Valuation of financial instruments (refer note 18)

• Determination of lease term and incremental borrowing rates (refer note 19).

Estimates are identified by a grey tint in the notes to the financial statements.

(e) Significant accounting policies

Accounting policies are disclosed within each of the applicable notes to the financial statements and are identified by a teal tint.

Apart from the early adoption of the Amendment to IAS 1: Presentation of Financial Statements, Classification of Liabilities as

Current or Non-current as described below, the Group’s accounting policies have been applied consistently to all periods presented

in these financial statements, and have been applied consistently by Group entities.

To ensure consistency with the current period, comparative figures have been amended to conform with current period presentation

where appropriate.

(f) New and amended accounting standards and interpretations adopted

The Amendments to IAS 12 Income Taxes, Deferred Tax related to Assets and Liabilities arising from a Single Transaction

(the Amendments) are effective for the Group in the financial year ended 30 September 2024. Under the Amendments, the Group

is required to recognise a separate deferred tax asset and deferred tax liability when the temporary differences arising on the initial

recognition of an asset and liability are equal. This is reflected in note 7 to the financial statements. However, there was no impact

on the statement of financial position because the balances qualify for offset under paragraph 74 of NZ IAS 12.

A number of new standards and interpretations effective at 30 September 2024 (for annual periods beginning 01 January 2024

and 2025) are not mandatory for the Group but are available for early adoptions. Except for the Amendment to IAS 1: Presentation

of Financial Statements, Classification of Liabilities as Current or Non-current as described below, no other new standards and

interpretations have been early adopted.

The impact of these new standards and interpretations on the financial statements has not been assessed. These standards will be

mandatory for the Group in the financial year ended 30 September 2025.

The Amendment to NZ IAS 1: Presentation of Financial Statements, Classification of Liabilities as Current or Non-current (the

Amendment) is effective for the Group in the financial year ended 30 September 2025. Under the Amendment, an entity classifies

a liability as current unless the entity has a right to defer settlement of the liability for at least 12 months after the reporting period.

The right must also exist at the reporting date and have substance.

The Group has elected to early adopt the Amendment, effective from 01 October 2023. Bank loans drawn under the Group’s

working capital facilities are classified as non-current liabilities at 30 September 2024 as a result. Refer to note 18 (b) for details.

The Amendment has no impact on comparative information for the year ended 30 September 2023.

Note 3 – Segment Reporting

Executive management of the Group monitors the operating results of the wildcatch and aquaculture (mussels and salmon) divisions.

Divisional performance is evaluated based on operating profit or loss. Capital expenditure consists of additions of property, plant and

equipment and intangible assets.

The Group’s key operating divisions are:

• Wildcatch – responsible for catching and processing deepwater fish species, and the leasing of Annual Catch Entitlements (ACE)

for North Island inshore species; and

• Aquaculture – responsible for farming, harvesting and processing mussels and salmon.

The Group has determined that the divisions above should be aggregated to form one reportable segment to reflect the farming,

harvesting, processing and selling of seafood products, due to the aggregated manner in which performance is monitored.

The criteria as set out in paragraph 12 of NZ IFRS8 Operating Segments was considered in determining the aggregation of

the operating divisions. In aggregating these operating divisions into one reportable segment, the Group identified similarities

in the following:

Similar economic characteristics

The Group considered and identified similarities in economic characteristics in the wildcatch and aquaculture divisions.

The Group concluded, having considered several factors, that the operating segments exhibited similar long-term economic

characteristics because the impact of these factors is expected to be similar across all operating divisions. This is supported

by the following observations:

Foreign exchange

A large proportion of the Group’s sales are derived from exporting seafood products. Movements in foreign exchange rates have

a significant influence on the degree of profitability of the Group.

Competitive and operating risks

The operating risks are similar for all of the seafood products in which the Group trades, due to the vagaries of nature and its

impact in respect of weather patterns, nutrients in the oceans, parasites and disease.

The global growth in seafood product demand and rising commodity prices have led to a heightened competitive environment

in which the Group trades; this applies in a similar manner across all of the operating divisions.

Notes to the Financial Statements

for the year ended 30 September 2024

43Annual Report FY24 | 42| Sanford Limited

Note 3 – Segment Reporting (continued)
Economic and political risk

Economic prosperity and political stability for countries in which Sanford’s customers are based have a direct impact across the

Group in its ability to derive increasing positive returns to shareholders.

Other variables impacting profit

There are many other variables that directly or indirectly impact the profitability of the operating divisions, such as international trade

rules and tariffs and climate change. The Group has assessed that the operating divisions are similarly impacted by these variables.

Nature of the products

All of the seafood products have similar nutritional factors; principally they are a good source of protein and relatively low in fat.

Similar nature of production processes

The Group has determined that all of the seafood products produced for its customers are harvested from the sea.

In addition, certain fish species and mussels have hand-opening or machine-opening processes involved in the final

completion of the production chain.

The type or class of customer for the product

The Group sells products derived from all of its operating divisions to four (2023: seven) of its top ten customers. The Group’s

customers are largely of a wholesale nature.

The methods used to distribute the product

The Group’s sales and marketing team is structured geographically and not by product type or operating division.

The nature of the regulatory environment

Both aquaculture and fish products are governed by the quality control regulations set by the Ministry for Primary Industries

in New Zealand and those countries to which the Group exports. In respect of vessels, these must meet Maritime New Zealand

regulations; this requirement is similar for all operating divisions.

Revenue by geographical location of customers

20242023

$000$000

New Zealand 222,699 192,577

North America 125,188 113,123

China 78,573 68,787

Europe 66,183 67,522

Australia 43,631 45,444

Other Asia 19,019 28,859

Japan 10,516 13,569

South Korea 5,493 9,202

Middle East 4,000 6,102

Hong Kong 2,882 3,927

Pacific 2,117 861

Central and South America 1,848 2,288

Africa 764 1,136

Revenue 582,913 553,397

The revenue information above is based on the delivery destination of sales.

The Group has no customers who account for more than 10% of total sales for the year (2023: two customers who both account

for more than 10% of total sales).

Note 4 – Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group, the performance

obligations are satisfied and the revenue can be reliably measured, regardless of when payment is made. Revenue is measured

at the fair value of the consideration received or receivable.

Domestic sales

The performance obligation for domestic sales is satisfied upon delivery of the products to the customer or collection of the

goods by the customer. Payment terms generally range between seven days and the 20th of the month following invoice date.

Export sales

The performance obligation is satisfied upon transfer of legal title in line with the relevant incoterms. The Group typically

acts as agent in arranging transport and insurance under such arrangements. Revenue is recognised net of the associated

costs of these arrangements. Payment terms vary between customers and export destinations.

Revenue from leasing of Annual Catch Entitlements (ACE)

ACE is the annual right to catch a specific amount of a relevant fish stock within the Quota Management System for the duration

of a fishing year and is allocated annually to quota owners of that fish stock. Lease income is derived from transferring to industry

lessees the right to catch the allocated fish stock as stipulated under the ACE.

Lease arrangements involving ACE are treated as operating leases as the risks and rewards of ownership to the underlying fish

species quota – from which an ACE is derived – are not substantially transferred to the lessee. Lease income is recognised over

the period when the lessee has the right to fish under the ACE.

20242023

$000$000

Revenue from contracts with customers 567,903 553,397

Revenue from ACE lease income 15,010 –

582,913 553,397

Revenue in relation to contract assets

Of the revenue recognised this year $nil (2023: $1.3m) originated from contract assets due to performance obligations being

satisfied before the end of the year. The Group recognises this revenue from the satisfaction of performance obligations prior

to consideration received from these customers, in line with the above. In addition, the payment terms for these assets are in

line with the above.

Notes to the Financial Statements

for the year ended 30 September 2024

45Annual Report FY24 | 44| Sanford Limited

Note 5 – Expenses and Other Income
20242023

Note$000$000

(a) Administrative and other expenses includes:

KPMG statutory audit fees425 429

KPMG fees for other services


– 68

Other auditors' fees for non-financial audit services

††

72 53

Impairment of investment 13 2,956 –

Impairment of advance to Two Islands NZ Co Limited 176 –

Impairment of property, plant and equipment12 14,837 479

Impairment of intangible assets14 1,832 189

Impairment of right-of-use assets19 187 –

Impairment of assets classified as held for sale20– 750

Restructuring costs 1,495 5,544

Donations 406 362

Research and development 572 663

(b) Personnel expenses included in cost of sales,

administrative and distribution expenses

Wages and salaries (including short-term employee benefits) 119,015 136,089

† In 2023 KPMG fees of $68,000 for other services were charged in respect of a limited assurance engagement performed in October 2023 relating

to selected sustainability information. No other KPMG fees were charged in 2024.

†† Non-financial audit services include but are not limited to health and safety and quality audits.

(c) Other income

30 September 2024 – Sale of North Island inshore fisheries assets

Refer to note 20(c) for details.

30 September 2023 – Lease surrender

Sanford Limited and Port of Tauranga reached an agreement which was settled on 03 October 2022 for Sanford to surrender

leases for the Tauranga processing site. Sanford received $2.2m in compensation for surrendering its perpetual right to the

Cross Road lease.

Note 6 – Finance Income and Expense

Finance income comprises interest income on funds invested and dividend income. Interest income is recognised as it accrues,

using the effective interest method. Dividend income is recognised on the date that the Group’s right to receive payment is

established, which in the case of quoted securities is the ex-dividend date.

Finance expenses comprise interest expense on borrowings and impairment losses recognised on financial assets (except for

trade receivables), as well as non-trading currency exchange losses.

20242023

Note$000$000

Finance income

Interest income 1,270 958

1,270 958

Finance expense

Interest expense on bank loans and bank overdraft 16,101 11,939

Interest expense on leases19 2,036 2,541

18,137 14,480

Net finance expense 16,867 13,522

Notes to the Financial Statements

for the year ended 30 September 2024

Note 7 – Taxation

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except

to the extent that it relates to items recognised in other comprehensive income (OCI), in which case it is recognised in OCI.

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

at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is:

• Recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes

• Not recognised for the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is

not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments

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

• Measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the

laws that have been enacted or substantively enacted at balance date.

7.1 Income tax expense

20242023

$000$000

Current period 6,300 8,109

Adjustments for prior periods (1,272)53

5,028 8,162

Deferred tax expense

Origination and reversal of temporary differences 11,191 (645)

Adjustments for prior periods 1,506 (46)

12,697 (691)

Income tax expense 17,725 7,471

Reconciliation of effective tax rate

Profit for the year 19,670 10,011

Income tax expense 17,725 7,471

Profit before income tax 37,395 17,482

Tax at current rate of 28% 10,471 4,895

Non-deductible expenses 716 535

Tax legislation changes 1,722 –

Impairment of investment 828 –

Impairment of goodwill 408 –

Capitalised asset timing differences 325 179

Unrecognised tax losses 2,908 1,876

Adjustments for prior periods 316 19

Different foreign tax rate 40 (102)

Other (9)69

7,254 2,576

Income tax expense 17,725 7,471

Imputation credit account

Imputation credits available for use in subsequent reporting periods 58,957 58,009

Tax legislation changes

Recent tax legislation changes have removed the ability for entities to claim tax depreciation deductions for commercial and

industrial buildings with an estimated useful life of 50 years or more. The changes come into effect for the 2025 income year and

later income years. This change impacts deferred tax as the tax base will reduce to reflect future tax deductions which are no longer

available. As the change was enacted prior to balance date Sanford has recorded the deferred tax impact, an increase in the liability

and corresponding tax expense in the profit and loss statement.

The Group’s imputation credits are available to be attached to dividends paid by Sanford Limited.

47Annual Report FY24 | 46| Sanford Limited

Note 7 – Taxation (continued)
7.2 Deferred tax

2024

Balance

30 September

2023

Recognised in

Income Statement

Recognised

in Other

Comprehensive

Income

Balance

30 September

2024

$000$000$000$000

Movement in temporary differences

during the year

Property, plant and equipment 4,367 4,899 – 9,266

Intangible assets 13,613 5,744 – 19,357

Trade receivables (108) 16 – (92)

Derivative financial instruments 3,025 (82) 3,953 6,896

Biological assets 10,023 2,055 – 12,078

Leases (net) (557) 257 – (300)

Other assets (3,367) (192)– (3,559)

Net deferred tax liability 26,996 12,697 3,953 43,646

2023

Balance

30 September

2022

Recognised in

Income Statement

Recognised

in Other

Comprehensive

Income

Balance

30 September

2023

$000$000$000$000

Movement in temporary differences

during the year

Property, plant and equipment5,897(1,530)– 4,367

Intangible assets14,021(408)– 13,613

Trade receivables(31)(77)– (108)

Derivative financial instruments(6,694)– 9,719 3,025

Biological assets7,8332,190– 10,023

Leases (net)(376) (181)– (557)

Other assets(2,682)(685)– (3,367)

Net deferred tax liability 17,968 (691) 9,719 26,996

Notes to the Financial Statements

for the year ended 30 September 2024

Note 7 – Taxation (continued)

7.2 Deferred tax (continued)

Deferred tax recognised in OCI relates to tax on the effective portion of the change in fair value of cash flow hedges, and on the cost

of hedging gains or losses.

Deferred tax asset and liability associated with leases in the Group are as follows:

20242023

$000$000

Deferred tax associated with leases

Asset 8,456 13,844

Liability (8,156) (13,287)

300 557

A deferred tax asset has not been recognised in respect of the following item because it is not probable that future taxable profit

will be available against which the Group can utilise the benefits. There is no expiry time for the use of these tax losses.

20242023

$000$000

Unrecognised deferred tax asset

Net tax losses attributable to the joint operation24,053 21,004

Note 8 – Cash and Cash Equivalents

Cash and cash equivalents includes deposits that are subject to insignificant risk of changes in their fair value. Cash and cash

equivalents are classified and measured at amortised cost in the statement of financial position. These financial instruments

are short term in nature and the carrying amount is considered to be a reasonable approximation of fair value.

Bank overdraft and borrowings are classified and measured at amortised cost. These financial instruments are short term

in nature and the carrying amount is considered to be a reasonable approximation of fair value.

20242023

$000$000

Cash on hand and at bank 14,475 6,805

Bank overdraft and working capital facilities (secured)–(58,000)

14,475 (51,195)

On 28 March 2024, the working capital facilities expiring on 30 April 2024 were extended to 31 March 2026 and

30 April 2026 respectively.

49Annual Report FY24 | 48| Sanford Limited

Note 9 – Trade and Other Receivables
Trade and other receivables are financial assets classified and measured at amortised cost less allowance for doubtful debts.

Short-term trade receivables are not discounted. These financial instruments are short term in nature and the carrying amounts

are considered to be a reasonable approximation of fair values.

(a) Trade receivables

20242023

$000$000

Gross trade receivables 83,521 105,367

Less: Allowance for doubtful debts (refer to note 18(a)) (354)(446)

83,167 104,921

(b) Other receivables and prepayments

20242023

Note$000$000

Advances to related parties22(b) 137 300

Other receivables 2,788 5,256

Prepayments 2,160 2,796

5,085 8,352

Note 10 – Biological Assets

Biological assets include pre-harvest salmon and mussel stocks, and are measured at fair value less costs to sell, with any change

therein recognised as cost of sales in the income statement. This method of valuation falls into Level 3 on the fair value hierarchy

(refer to note 18). Biological assets are transferred to inventories at the date of harvest.

2024

MusselsSalmonTotal

$000$000$000

Balance at the beginning of the year 25,667 40,859 66,526

Changes due to biological transformation and movement

in fair value less estimated costs to sell 24,163 16,728 40,891

Harvested produce transferred to inventories(22,217)(6,404) (28,621)

Balance at 30 September 2024 27,613 51,183 78,796

Current 16,472 39,085 55,557

Non-current 11,141 12,098 23,239

27,613 51,183 78,796

Notes to the Financial Statements

for the year ended 30 September 2024

Note 10 – Biological Assets (continued)

2023

MusselsSalmonTotal

$000$000$000

Balance at the beginning of the year26,92236,30863,230

Changes due to biological transformation and movement

in fair value less estimated costs to sell21,87110,82732,698

Harvested produce transferred to inventories(23,126)(6,276)(29,402)

Balance at 30 September 202325,66740,85966,526

Current14,35233,948 48,300

Non-current11,3156,911 18,226

25,66740,85966,526

Risk factors

The Group is exposed to a number of risks relating to its growing of salmon and mussel stocks. These include storms, marine

predators, biosecurity incursions and other contamination of the water space. The Group has extensive processes in place to

monitor and mitigate these risks including insurance of salmon and mussels, regular inspection of the growing areas and

contingency plans in the event of an adverse climatic event.

Fair value risk and sensitivity

The Group is exposed to financial risks relating to the production of biological assets (salmon and mussels) arising from climate

change volatility, climatic events, disease and contamination of water space.

The estimation of the fair value of in-water salmon and mussels is based on several assumptions. Changes in these assumptions

will impact the fair value calculation. The profit which is achieved on the sale of inventory will differ from the calculations of fair

value of biological assets because of changes in key factors such as the final sales destinations of inventory sold, changes in

selling prices, foreign exchange rates, harvest weight, growth rates, mortality, input costs and costs to sell, and differences in

quality of harvested salmon and mussels.

With all other variables remaining constant, a 10% increase/decrease in average future sales prices would increase/ decrease

the fair value of biological assets and profit before tax by $7.1m (2023: 10% increase/decrease $6.7m). A 10% increase/decrease

in biomass (future harvest volumes) would increase/decrease the fair value of biological assets on hand and profit before tax by

$7.8m (2023: 10% increase/decrease $6.3m).

Determining fair value

Salmon

The pre-harvest salmon stock has been valued with reference to their stage of development, the length of the growth cycle,

number in the water, assumptions in respect of biomass and feed conversion rates, and the fair value less costs to sell per kg

at the point of harvest. The fair value less costs to sell per kg at the point of harvest is determined with reference to expected

market prices for the first half of the next financial year, net of estimated cost up to the date of harvest. The fair value

measurement commences at the date of transfer to seawater as this is considered the point at which the fish commence

their growth cycle.

Mussels

The pre-harvest mussel stock has been valued with reference to their stage of development, the length of the growth cycle

for the mussels in the regions being farmed, the fair value less costs to sell per kg at point of harvest, and the physical quantity

in the water at balance date. The fair value less costs to sell per kg at the point of harvest is determined with reference to

expected market prices for the first half of the next financial year, net of estimated cost up to the date of harvest. The fair

value measurement commences at the date of seeding as this is considered the point at which the mussel commence their

growth cycle.

51Annual Report FY24 | 50| Sanford Limited

Note 11 – Inventories
Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in

the ordinary course of business less any applicable marketing, selling and distribution costs. The selling price is estimated

with reference to prices obtainable in the current market.

Cost is based on the weighted average cost principle and includes expenditure incurred in acquiring the inventory and bringing

it to its existing condition and location. In the case of processed inventories and work in progress, cost includes an appropriate

share of overheads. Fixed overheads are allocated on the basis of normal operating capacity. The cost of items transferred from

biological assets is their fair value less costs to sell at the date of transfer.

20242023

$000$000

Seafood – at cost 67,652 70,694

Net realisable value provision (12,014)(3,202)

55,638 67,492

Packaging, fishing gear, fuel and stores – at cost 17,725 15,537

73,363 83,029

The cost of inventories recognised as an expense for the year ended 30 September 2024 is $364.7m (2023: $358.5m).

This is included in cost of sales in the income statement.

Note 12 – Property, Plant and Equipment

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

Property, plant and equipment is allocated to the respective cash-generating units and assessed for indicators of impairment

annually. Where indicators of impairment are noted an impairment test is performed at the cash-generating unit’s level.

Costs may include:

• The consideration paid on acquisition of the asset

• The cost of materials and direct labour and any other costs directly attributable to bringing the asset to a working condition

for its intended use

• The costs of dismantling and removing the items and restoring the site on which they are located

• Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset.

The capitalisation of expenditure ceases when the asset is ready for use, at which point depreciation commences. Capital work

in progress of $44.6m is included within the relevant category of property, plant and equipment below (2023: $67.5m).

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items

(major components) of property, plant and equipment.

Subsequent expenditure that increases the economic benefits derived from an asset is capitalised.

Depreciation of property, plant and equipment, other than land, is calculated using a straight-line basis and is expensed

over the useful life of the asset.

Depreciation methods, useful lives and residual values are reassessed at least annually. Leased assets are depreciated over

the shorter of the lease term and their estimated useful lives. Estimated useful lives (years) are as follows:

20242023

Buildings (freehold and leasehold)20–2520–25

Fishing vessels:

Hulls15–3020–30

Engines10–1512–15

Electronic equipment3–43–4

Machinery and plant1–101–10

Motor vehicles55

Office fixtures and fittings2–73–7

Marine farm assets 3–155–15

Notes to the Financial Statements

for the year ended 30 September 2024

Note 12 – Property, Plant and Equipment (continued)

2024

Land

Freehold

Buildings

Leasehold

Buildings

Fishing

Vessels

Plant and

EquipmentTotal

Note$000$000$000$000$000$000

Cost

Balance at the beginning

of the year 2,309 22,108 65,661 291,035 162,631 543,744

Additions– 833 869 36,097 7,826 45,625

Disposals – (18)– (10,021) (6,448) (16,487)

Assets classified as

held for sale20 (880) (166) (31,884)– (9,899) (42,829)

Effect of movements in

exchange rates–– 18 – 2 20

Balance at the end of the year 1,429 22,757 34,664 317,111 154,112 530,073

Accumulated depreciation

and impairment

Balance at the beginning

of the year– (7,984) (33,484) (165,857) (109,165)(316,490)

Depreciation– (935) (1,898) (15,407) (7,789) (26,029)

Impairment– (62) (5,731)– (9,044) (14,837)

Assets classified as

held for sale20– 83 25,948 – 9,899 35,930

Disposals – 4 – 8,586 582 9,172

Balance at the end of the year– (8,894) (15,165) (172,678) (115,517)(312,254)

Net book value at

30 September 2024 1,429 13,863 19,499 144,433 38,595 217,819

(a) Auckland site sale of perpetual right to lease land and building assets

The Group has reassessed the use of its leased Auckland premises and negotiated the sale of its perpetual right to lease the

Auckland premises and buildings thereon. The perpetual right to lease the Auckland premises was classified as an asset held for

sale at 30 September 2023. Following further negotiations with the purchaser the buildings were agreed to be included in the

sale. As at 30 September 2024, the signing of a sales and purchase contract is imminent, the unconditional execution of which

is anticipated to be in the second half of FY25. On this basis these site leases and associated buildings have been classified

as held for sale.

The conditional contract with the developer provides evidence of the fair value of the lease and building assets, which overall

indicates there is a gain from this transaction to be recognised when the conditions of the contract are fulfilled in the future.

However, the conditional contract provides current evidence as to the fair value of the building assets prior to its reclassification

to assets held for sale, which is less than the carrying value. In light of this the buildings have been impaired by $4.2m as at

30 September 2024.

Refer to note 20 for details on assets classified as held for sale and associated impairment recognised.

(b) Closure of North Island Mussels Limited mussels processing facility

North Island Mussels Limited (NIML) is a joint operation in which Sanford Limited has 50% shareholding to farm, process and sell

mussels. The processing plant, based in Tauranga, was closed in the current year. Land, buildings, plant and equipment of the

Tauranga site were actively marketed for sale in the current year and as such have been classified as held for sale. A conditional

sales contract was signed subsequent to year-end which indicates market values for the land, building, plant and equipment assets

are lower than the carrying amounts. Sanford’s share of this resulting impairment of $6.4m is recognised in the income statement

for FY24.

(c) Bioactive assets

The concept of our marine extract facility in Blenheim was to profitably produce commercial quantities of several bioactive products.

The facility has not been implemented nor operated as originally intended and is now principally focused on mussel powder alone.

Plans for oil and collagen products do not form part of the business strategy going forward. These assets are therefore impaired by

$3.9m as at 30 September 2024.

53Annual Report FY24 | 52| Sanford Limited

Notes to the Financial Statements
for the year ended 30 September 2024

Note 12 – Property, Plant and Equipment (continued)

2023

Land

Freehold

Buildings

Leasehold

Buildings

Fishing

Vessels

Plant and

EquipmentTotal

$000$000$000$000$000$000

Cost

Balance at the beginning of the year2,25222,10866,821253,899150,317495,397

Additions 57 – 1,409 49,942 14,992 66,400

Disposals –– (2,569) (1) (1,283)(3,853)

Assets classified as held for sale––– (12,805) (1,332)(14,137)

Effect of movements in exchange rates–––– (63)(63)

Balance at the end of the year2,30922,10865,661291,035162,631543,744

Accumulated depreciation and

impairment

Balance at the beginning of the year–(7,354)(33,580)(156,662)(104,769)(302,365)

Depreciation– (630) (2,034) (15,636) (6,059)(24,359)

Impairment–––– (479)(479)

Assets classified as held for sale––– 6,441 963 7,404

Disposals –– 2,130 – 1,179 3,309

Balance at the end of the year– (7,984) (33,484) (165,857) (109,165) (316,490)

Net book value at 30 September 20232,30914,12432,177125,17853,466227,254

Commitments

The estimated capital expenditure for property, plant and equipment contracted for at reporting date but not provided is

$4.4m for the Group (2023: $22.4m).

Note 13 – Investments

The Group’s interest in equity-accounted investees comprises interests in those associates and joint ventures disclosed in

note 21.

Associates are those entities in which the Group has significant influence, but not control or joint control over the financial and

operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the

net assets of the arrangement rather than the rights to its assets and obligations for its liabilities.

Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which

includes transaction costs. Subsequent to initial recognition, the financial statements include the Group’s share of the profit or

loss and OCI of equity-accounted investees, until the date on which significant influence or joint control ceases.

Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent

of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the

extent there is no evidence of impairment.

The Group’s other investments comprise shareholdings in other companies which do not constitute controlling interests, nor does

the Group have significant influence over the investees. As these are not held for trading, the Group has elected these equity

instruments to be classified and measured at fair value through OCI.

Note 13 – Investments (continued)

20242023

Note$000$000

Equity accounted investees

(a) Summary financial information for equity-accounted

investees, not adjusted for the percentage ownership

held by the Group

Current assets 4,377 5,021

Non-current assets 6,146 6,136

Total assets 10,523 11,157

Current liabilities 718 795

Non-current liabilities 1,911 2,058

Total liabilities 2,629 2,853

Revenue 5,662 7,355

Expenses (5,890)(7,044)

(Loss)/profit (228)311

(b) Movements in the carrying value of

equity-accounted investees

Balance at the beginning of the year 4,279 3,834

Share of profit 139 250

Impairment of investment in Two Islands Co NZ Limited5 (2,956)–

Sale of investment in Two Islands Co NZ Limited (200)–

Dividends received from associates (383) (152)

Acquisition of shares in associate 278 347

Balance at 30 September 1,157 4,279

Other investments

Shares in other companies 104 104

1,261 4,383

Sale of investment in Two Islands

The Group sold its equity-accounted investment in Two Islands Co NZ Limited, including its subsidiary Two Islands Co Australia Pty

Limited, resulting in an impairment of $2.9m during the year. An advance to Two Islands Co NZ Limited of $0.2m including interest

was written off also. Refer to note 21.

Two Islands Co NZ Limited and its subsidiary are in the business of manufacturing and distributing dietary supplements in

New Zealand and Australia.

Note 14 – Intangible Assets

Purchased fishing quota is carried at cost less impairment losses. Quota and licences which are initially recognised on the

basis of previous permits, catch history or when purchased through business combinations are initially valued at fair value on

allocation. Fair value is determined by reference to Crown tender prices and market prices available close to the time of the

acquisition. This became the deemed cost upon the adoption of NZ IFRS.

Marine farm licences are recorded at cost or, when purchased through business combinations, are initially measured at fair value.

Marine farm licences and fishing quota have indefinite useful lives and are not amortised but are tested annually for impairment

at reporting date.

Fishing quota has no expiry date and is therefore deemed to have an indefinite useful life. Marine farm licences are deemed by

the Directors to have indefinite useful lives as it is highly probable that they are renewed, and the costs of renewal are expected

to be minimal.

Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical

knowledge, is expensed as incurred. Expenditure on development activities, whereby research findings are applied to a plan

or a design for the production of new or substantially improved products or processed, is capitalised if the product or process

is commercially and technically feasible, and the Group has sufficient resources to complete development. Other development

expenditure is expensed as incurred.

55Annual Report FY24 | 54| Sanford Limited

Notes to the Financial Statements
for the year ended 30 September 2024

Note 14 – Intangible Assets (continued)

2024

Fishing

Quota

Marine

Farm

LicencesGoodwill

Intellectual

Property

Computer

SoftwareTotal

$000$000$000$000$000$000

Cost

Balance at the beginning of the year 387,090 102,616 4,375 3,660 10,598 508,339

Additions– 1,274 –– 223 1,497

Disposals – (366)– –– (366)

Effect of movements in exchange rates 2 – 23 – – 25

Balance at the end of the year 387,092 103,524 4,398 3,660 10,821 509,495

Accumulated amortisation

and impairment

Balance at the beginning

and end the of year (9,522) (1,244) (974) (2,867) (536) (15,143)

Amortisation– –– (732) (1,701) (2,433)

Impairment (374)– (1,458)–– (1,832)

Balance at the end of the year (9,896) (1,244) (2,432) (3,599) (2,237) (19,408)

Carrying amount at 30 September 2024 377,196 102,280 1,966 61 8,584 490,087

Impairment of goodwill

In FY24 the Group has impaired the goodwill balance of $1.4m associated with Enzaq, a mussel powder business acquired in 2017.

2023

Fishing

Quota

Marine

Farm

LicencesGoodwill

Intellectual

Property

Computer

SoftwareTotal

$000$000$000$000$000$000

Cost

Balance at the beginning of the year 387,100 102,654 4,481 3,660 8,887 506,782

Additions–––– 1,711 1,711

Assets classified as held for sale– (38)––– (38)

Effect of movements in exchange rates (10)– (106)–– (116)

Balance at the end of the year 387,090 102,616 4,375 3,660 10,598 508,339

Accumulated amortisation

and impairment

Balance at the beginning

and end of the year (9,333) (1,244) (974) (2,135)– (13,686)

Amortisation––– (732) (536) (1,268)

Impairment (189)–––– (189)

Balance at the end of the year (9,522) (1,244) (974) (2,867) (536) (15,143)

Carrying amount at 30 September 2023 377,568 101,372 3,401 793 10,062 493,196

Assets held for sale

Refer to note 20 on information regarding assets held for sale.

Note 14 – Intangible Assets (continued)

14.1 Market capitalisation

The Group’s market capitalisation has been below the carrying amount of net assets from September 2020 onwards with

an increasing gap over this time. At 30 September 2024 the Group’s market capitalisation was $353m (2023: $364m)

and the carrying value of its net assets was $706m (2023: $685m). Accounting standards consider this to be an indicator

of impairment. The Group does not believe the current share price provides an accurate reflection of the fair value of the net

assets, due to factors such as:

• Management do not consider that the share price factors in rising global seafood prices, continuing strong demand,

and the likelihood of profitability improving across the business.

• The likelihood that the market value of the Group’s New Zealand fishing quota (recognised within the wildcatch cash-

generating unit) materially exceeds its carrying value. In 2022 the sale of CRA2, CRA7 and CRA8 quota realised a

consideration of $52.7m whereas the carrying value was $8.3m. For 2024, management has obtained an updated

independent valuation of the Group’s remaining New Zealand fishing quota which shows headroom over the $378m

carrying value recorded in the financial statements, which is in excess of the market capitalisation shortfall.

Recently management obtained an updated independent valuation of Sanford as a whole, with the carrying amount of the

Group’s net assets’ value below the fair valuation range.

Management undertakes impairment testing in respect of the cash-generating units which contain the New Zealand fishing

quota and marine farm licences using the value-in-use methodology. This testing results in positive headroom between the

value of these cash-generating units and the carrying amount of their net assets, indicating that there is no impairment at the

cash-generating unit level.

14.2 Cash-generating units

An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount, which is the greater

of its value in use and its fair value less costs to sell. If it is not possible to estimate the recoverable amount of the individual asset,

the Group determines the recoverable amount of the cash-generating unit (CGU) to which the asset belongs.

Impairment losses directly reduce the carrying amount of assets and are recognised in the income statement. For goodwill and

intangible assets that have indefinite lives, the recoverable amount is estimated at each reporting date.

The table below outlines the allocations of intangible assets with indefinite useful lives to CGUs:

2024

Fishing

Quota

Marine Farm

LicencesGoodwillTotal

$000$000$000$000

New Zealand Wildcatch 376,155 –– 376,155

New Zealand Aquaculture 846 102,280 – 103,126

Australia Seafood 195 – 1,966 2,161

377,196 102,280 1,966 481,442

2023

Fishing

Quota

Marine Farm

LicencesGoodwillTotal

$000$000$000$000

New Zealand Wildcatch 376,529 – – 376,529

New Zealand Aquaculture 846 101,372 1,458 103,676

Australia Seafood 193 – 1,943 2,136

377,568 101,372 3,401 482,341

57Annual Report FY24 | 56| Sanford Limited

Notes to the Financial Statements
for the year ended 30 September 2024

Note 14 – Intangible Assets (continued)

14.2 Cash-generating units (continued)

Wildcatch and Aquaculture – impairment testing and assumptions

Impairment testing and assumptions

Based on impairment testing undertaken in the current year, except for the impairment on the goodwill balance associated with

Enzaq, no further impairment is required for New Zealand fishing quota or marine farm licences given the recoverable amount of

both the New Zealand wildcatch and aquaculture CGUs exceed the carrying value of their net assets.

Impairment testing was performed on the applicable CGUs to determine whether fishing quota and marine farm licences were

impaired using a discounted cash flow model based on value in use. Post-tax discount rates of between 8.0% and 9.0% (2023:

7.8% and 8.8%) were applied; the midpoint being 8.5% (2023: 8.3%). Future cash flows were projected for 5 years and a terminal

growth rate of 2.25% (2023: 2.25%) was applied.

Key assumptions for earnings and capital expenditure are based on actual historical results and the 2025 budget approved by

the Board, and Sanford’s strategy. The 2025 budget assumption is largely based on earnings returning to levels evidenced in

2017 to 2019 as well as other strategic initiatives. The Aquaculture CGU assumes that for the FY25–FY29 (2023: FY24–FY28)

period the compound annual growth rate (CAGR) of earnings is 10.2% (2023: 10.8%) and for the equivalent period for the

New Zealand wildcatch CGU the CAGR of earnings is 24.8% (2023: 3.9%). The New Zealand Wildcatch CGU assumes positive

earnings growth associated with the sale of much of Sanford’s North Island inshore Annual Catch entitlement to Moana

New Zealand, which provides an annuity-like revenue stream to this CGU. Growth from expansionary capital items is excluded

from the assessment as required by NZ IAS 36. The recoverable amount of New Zealand wildcatch exceeds its carrying value

by $109m (2023: $190m) and aquaculture by $93m (2023: $88m).

Sensitivity analysis – impairment testing

The Group has conducted an analysis of the sensitivity of the impairment test to changes in key assumptions used to determine

the recoverable amounts for the applicable CGUs. The recoverable amounts in the New Zealand wildcatch and aquaculture

CGUs are not sensitive to reasonably possible changes in assumptions of the Group’s terminal growth and discount rates.

However, the recoverable amounts are sensitive to reasonably possible changes in assumptions of the Group’s earnings

growth expectations. For the aquaculture CGU, if the FY25 budget earnings assumption was assumed to have a CAGR of 1.2%

(2023: nil growth) through to FY29 (2023: FY28), then the carrying amount would approximately equal the recoverable amount.

For the New Zealand Wildcatch CGU earnings would have to fall to a CAGR of 18.4% (2023: 2.6%) over the modelled period for

the carrying amount to equal the recoverable amount.

14.3 Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of the net identifiable assets of the acquired

business. Goodwill is carried at cost less accumulated impairment losses.

The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill

that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction

costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does

not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in the

income statement.

Sanford’s goodwill balance of $2.0m arises from the acquisition of Saltwater Seafoods in 2020, an Australian seafood trading

business. This balance is supported by expected future earnings.

Note 14 – Intangible Assets (continued)

14.4 Computer software

Software-as-a-Service (SaaS) arrangements are service contracts providing the Group with the right to access the cloud

provider’s application software over the contract period. As such the Group does not receive a software intangible asset at

the contract commencement date. For SaaS arrangements, the Group assesses if the contract will provide a resource that

it can ‘control’ to determine whether an intangible asset is present. If the Group cannot determine control of the software,

the arrangement is deemed a service contract and any implementation costs, including costs to configure or customise the

cloud provider’s application software, are recognised as operating expenses when incurred.

Where the SaaS arrangement supplier provides both configuration and customisation services, judgement has been applied

to determine whether each of these services are distinct or not from the underlying use of the SaaS application software.

If distinct, such costs are expensed as incurred when the service is provided. If not distinct, such costs are expensed over

the SaaS contract term.

In implementing SaaS arrangements, the Group has incurred customisation costs which creates additional functionality to a

cloud-based software. Management has determined that it has rights to the intellectual property and has owned the developed

software which meets the definition and recognition criteria for an intangible asset.

Cost incurred for the development of software that enhances or modifies, or creates additional functionality to an on-premise

software, that meets the definition and recognition criteria of intangible assets are recognised as intangible assets. These costs

are recognised as intangible software assets when they are available for use, and subsequently amortised over the useful life of

the software on a straight-line basis. The estimated useful life for computer software is between 3-10 years.

Note 15 – Trade and Other Payables

Trade and other payables

Trade and other payables are financial liabilities, classified and measured at amortised cost. As these are short term in nature

the carrying amount is considered to be a reasonable approximation of fair value.

Provisions

The Group recognises a provision when the Group has a present obligation – legal or constructive – as a result of a past event,

it is more likely than not that the resulting liability from the obligation will be required to be settled, and the amount required

to settle can be reliably estimated.

Employee entitlements

(i) Long-service leave

The Group’s net obligation in respect of long-service leave is the amount of future benefit that employees have earned in return

for their service in the current and prior periods. The obligation is calculated using an actuarial technique. Changes in long-service

leave provision are recognised in the income statement.

(ii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service

is provided.

20242023

$000$000

Current liabilities

Trade payables 15,149 29,226

Other payables and accruals 21,328 45,943

Employee entitlements 8,071 8,585

Restructuring provision 99 3,619

44,647 87,373

Non-current liabilities

Employee entitlements 1,260 1,358

1,260 1,358

In the 2023 disclosure for other payables and accruals is a provision for redundancy of $3.6m arising from the Group’s then intended

closure of the Auckland processing factory, which was part of the sale of Sanford’s North Island inshore catch rights and ancilliary

assets (refer to note 20). The provision was settled in October 2023.

59Annual Report FY24 | 58| Sanford Limited

Note 16 – Capital/Reserves and Earnings Per Share
(a) Translation reserve

This reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations

as well as from the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary.

(b) Share-based payments reserve

This reserve comprises the fair value of equity instruments granted under the long-term incentive plan.

(c) Cash flow hedge and cost of hedging reserve

The cash flow hedge reserve comprises the effective portion of changes in the fair value of derivative contracts for highly-probable

forecast transactions.

The cost of hedging reserve contains the cumulative net change in fair value on foreign currency options which are excluded from

the hedge designations of foreign currency risk.

(d) Share capital and earnings per share

Ordinary Shares

20242023

No. of SharesNo. of Shares

On issue at the beginning and end of the year93,626,73593,626,735

All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time

and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to Sanford’s residual assets.

In respect of the Company’s shares that are held by the Group, all rights are suspended until those shares are reissued.

The calculation of basic earnings per share (EPS) at 30 September 2024 was based on the profit attributable to ordinary

shareholders of $19.7m (2023: $10.0m) and a weighted average number of ordinary shares outstanding of 93,506,137

(2023: 93,506,137). The EPS for 2024 is 21.1 cents (2023: EPS was 10.7 cents).

(e) Treasury shares and the long-term incentive scheme

In 2014, Sanford established a long-term incentive plan (the LTI plan) for the CEO role. This was subsequently updated with the

2021 LTI plan. The LTI plan is designed to improve the performance of the Group by incentivising and motivating the former CEO.

This involved the Group purchasing treasury shares pursuant to the terms of the LTI plan. The Group has not acquired any Sanford

Limited shares in 2024 for the purposes of the LTI plan (2023: no shares acquired). The total treasury shares held at 30 September

2024 was 120,598 shares (2023: 120,598 shares).

Note 17 – Dividends

20242023

$000$000

The following dividends were declared and paid by the Company

for the year ended 30 September:

– Final dividend in respect of the 2023 year was 6 cents per share

(2022: 10 cents per share) 5,610 9,351

– Interim dividend in respect of the 2024 half year was 5 cents per share

(2023 half year: 6 cents per share) 4,676 5,610

10,286 14,961

On 14 November 2024, the Board declared a final dividend for the year ended 30 September 2024 of 5.0 cents per share.

Notes to the Financial Statements

for the year ended 30 September 2024

Note 18 – Financial Instruments

Classification and measurement

Classification and measurement of financial assets

Financial assets are classified into three categories depending on their contractual cash flow characteristics and the Group’s

business model for managing the financial assets. These categories are:

• Amortised cost

• Fair value through profit or loss

• Fair value through OCI.

A financial asset which is a debt instrument is measured at amortised cost only if both the following conditions are met:

• It is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest.

However, the Group may choose at initial recognition to designate a debt instrument that meets the amortised cost criteria

as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch.

For investments in equity instruments that are not held for trading nor managed on a fair value basis, the Group has elected

to measure these at fair value through OCI.

Derivative financial instruments which are not designated in an effective hedge relationship are classified as fair value through

profit or loss.

Classification and measurement of financial liabilities

Financial liabilities are classified as either amortised cost or fair value through profit or loss. The Group may choose at initial

recognition to designate a financial liability as at fair value through profit or loss if doing so eliminates or significantly reduces

an accounting mismatch. All financial liabilities of the Group are measured at amortised cost except for derivative financial

instruments which are measured at fair value. Changes in the fair value of derivative financial liabilities are recognised in profit

or loss except when the derivative instrument is designated in an effective hedge relationship.

Specific accounting policies for the Group’s financial assets and liabilities are described below.

Exposure to credit, interest rate, foreign currency, fuel price and liquidity risks arise in the normal course of the Group’s business.

Derivatives may be used as a means of reducing exposure to fluctuations in foreign exchange rates, interest rates and fuel prices.

While these instruments are subject to the risk of subsequent changes to market rates, such changes would generally be offset by

opposite effects on the items being hedged.

The Group is not exposed to substantial other market price risk arising from financial instruments.

Fair value measurement

The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows using market interest

rates. The fair value of forward foreign exchange contracts is estimated by discounting the difference between the contractual

forward price and the current forward price for the residual maturity of the contract using market interest rates. The fair value of

foreign currency options is estimated using option valuation methods with reference to current spot rates and market volatility.

The fair value of fuel swaps is estimated using forward fuel prices at reporting date.

Fair value hierarchy

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values

are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as

prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the

fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the entire measurement.

61Annual Report FY24 | 60| Sanford Limited

Note 18 – Financial Instruments (continued)
(a) Credit risk

Credit risk, the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations, arises principally from the Group’s receivables from customers.

The Group does not generally require collateral in respect of trade and other receivables. Management has a credit policy

in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers

requiring credit over a certain amount. Reputable financial institutions (defined as having a minimum credit rating of A-)

are used for investing and cash-handling purposes.

Maximum exposure to credit risk

The carrying amount of financial assets represents the Group’s maximum credit exposure.

The Group has not renegotiated the terms of any financial assets which would result in the carrying amount no longer being past due

or avoid a possible past due status.

The Group’s maximum exposure to credit risk for trade and other receivables (excluding prepayments and statutory tax receivables)

by geographic regions is as follows:

20242023

$000$000

New Zealand34,51672,223

North America17,61916,098

Europe19,83315,611

Other9,3825,310

Australia3,9222,699

Japan911–

Trade and other receivables 86,183 111,941

The status of trade receivables at the reporting date is as follows:

Gross

Receivables

Allowance for

Doubtful Debts

Gross

Receivables

Allowance for

Doubtful Debts

2024202420232023

$000$000$000$000

Not past due 72,867 –75,714–

Past due 0 – 30 days 9,882 –23,297–

Past due 31 – 90 days 200 –5,241–

Past due 91 – 120 days 134 –916 (247)

Past due 121 – 365 days 438 (354) 199 (199)

83,521(354)105,367(446)

Impairment assessment – expected credit losses

The Group applies the simplified approach to providing for expected credit losses prescribed by NZ IFRS 9, which permits the

use of the lifetime expected loss provision for all trade receivables. The loss allowance provision on trade receivables that are

individually significant is determined by an evaluation of the exposures on a line-by-line basis. For trade receivables which are

not significant on an individual basis, collective impairment is assessed on a portfolio basis based on the number of days overdue,

and taking into account the historical loss experience in portfolios with a similar number of days overdue. The expected credit

losses incorporate forward looking information and relevant macroeconomic factors.

Note 18 – Financial Instruments (continued)

(b) Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements

on a daily basis.

The Group has secured bank loans which contain debt covenants. A breach of covenant may require accelerated repayment

of the loans earlier than indicated in the loan contract.

The following table sets out the contractual and expected cash flows for all financial liabilities and derivatives:

2024

Statement of

Financial

Position

Contractual

Cash Out/

(In) Flows

6

months

or less

6–12

months

1–2

years

2–5

years

More

than 5

years

$000$000$000$000$000$000$000

Bank loans 200,000 252,846 5,976 6,009 176,746 64,115 –

Trade payables 15,149 15,149 15,149 ––––

Other payables 21,328 21,328 21,328 ––––

Total non-derivative liabilities 236,477 289,323 42,453 6,009 176,746 64,115 –

Forward exchange contracts (28,689) (29,275) (5,941) (7,371) (10,807) (5,156)–

Interest rate swaps (314) 570 1,022 27 (80) (447) 48

Fuel swaps 1,933 1,983 1,053 659 271 ––

Total derivative liabilities (assets) (27,070) (26,722) (3,866) (6,685) (10,616) (5,603) 48

2023

Statement of

Financial

Position

Contractual

Cash Out/

(In) Flows

6

months

or less

6–12

months

1–2

years

2–5

years

More

than 5

years

$000$000$000$000$000$000$000

Bank loans 145,000 172,740 4,812 4,812 9,599 153,517 –

Trade payables 29,226 29,226 29,226 – – – –

Other payables 45,943 45,943 45,943 – – – –

Bank overdraft and borrowings 58,000 60,159 1,855 58,304 – – –

Total non-derivative liabilities 278,169 308,068 81,836 63,116 9,599 153,517 –

Foreign currency options 300 833 833 – – – –

Forward exchange contracts (314) (489) 1,619 1,204 (1,176) (2,136)–

Interest rate swaps (7,161) (8,246) (1,468) (1,530) (2,471) (2,661) (116)

Fuel swaps (3,110) (3,177) (2,712) (214) (251)– –

Total derivative liabilities (assets) (10,285) (11,079) (1,728) (540) (3,898) (4,797) (116)

Facilities

On 28 March 2024 the working capital facilities expiring on 30 April 2024 were extended to beyond 12 months from the current

31 March 2024 reporting date. These now expire on 31 March 2026 and 30 April 2026 respectively.

The Group elected to early adopt the Amendment to NZ IAS 1: Presentation of Financial Statements, Classification of Liabilities as

Current or Non-current, effective 1 October 2023. All bank term loans including those drawn under the working capital facilities,

are therefore classified as non-current liabilities in the statement of financial position as at 31 March 2024. Refer to note 2 for

details on the Amendment.

On 28 April 2023 the Group restructured its loan portfolio such that the total banking facility limit was reduced from $270m

to $250m.

Notes to the Financial Statements

for the year ended 30 September 2024

63Annual Report FY24 | 62| Sanford Limited

Note 18 – Financial Instruments (continued)
(b) Liquidity risk (continued)

Bank loans and borrowings

Bank loans and borrowings are recognised initially at fair value, net of attributable transaction costs. Subsequent to initial

recognition, bank loans and borrowings are measured at amortised cost, applying the effective interest method.

Facilities, interest rate ranges, expiry dates and balances of bank loans for the Group are as follows:

2024

FacilityExpiry DateBalance

$000$000

Non-current liabilities

Syndicated and secured bank loans

4.5-year facility 40,000 November 2025 30,000

Working capital facilities 85,000 March 2026 – April 2026 85,000

3-to-5-year facilities 95,000 April 2026 55,000

5-year facility 30,000 April 2028 30,000

250,000 200,000

2023

FacilityExpiry DateBalance

$000$000

Current liabilities

Working capital facilities85,000April 202458,000

Non-current liabilities

Syndicated and secured bank loans

4.5-year facility40,000November 202540,000

3-to-5-year facilities95,000April 202675,000

5-year facility30,000April 202830,000

250,000 203,000

Interest rates

Interest rates on the above loans ranged from 5.62% – 6.65% (2023: 6.30% – 6.79%).

Security and covenants

All syndicated bank loans are secured by a general security interest over property and a mortgage over all quota shares.

All borrowings are subject to borrowing covenant arrangements, which include interest cover ratio, gearing ratio and ratios

of assets and EBITDA between Sanford and the Guaranteeing Group. The Group has complied with all covenants during the

period (September 2023: all covenants were complied with).


Notes to the Financial Statements

for the year ended 30 September 2024

Note 18 – Financial Instruments (continued)

(c) Market risk

Financial risk management and hedge accounting

Market risk is the risk that arises from changes in foreign exchange rates, interest rates and commodity (specifically fuel) prices.

Such changes will affect the Group’s earnings and/or the value of its holdings of financial instruments. These risks arise due to the

Group having financial instruments that would be impacted by changes in these market factors.

The Group enters into derivative contracts, being forward exchange contracts, foreign currency options and interest rate

swaps, to manage exposure to foreign currency and interest rate risks. The Group also enters into commodity swaps to manage

fuel price risk. Senior management is involved in the operation and oversight of risk management and derivative activities.

Regular reporting of activities is provided to the Board of Directors which provides the policy for the use of derivative instruments.

In accordance with its Treasury Policy, the Group does not hold or issue derivative financial instruments for trading purposes.

However, derivatives that do not qualify for hedge accounting are accounted for as held for trading and classified at fair value

through profit or loss.

The Group initially recognises derivatives at fair value when the Group becomes a party to the contractual provisions of the

instrument, and subsequently re-measures these at fair value at each balance date. All derivatives are classified as level 2

on the fair value hierarchy explained above. The resulting fair value gain or loss on re-measurement is recognised

in profit or loss immediately, unless the derivative is designated and effective as a hedging instrument, in which case the

timing of recognition in profit or loss depends on the nature of the designated hedge relationship.

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised directly in other

comprehensive income (OCI) to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair

value are recognised in the income statement. For cash flow hedges of financial items (for example forecast sales), the changes

in fair value deferred in OCI are transferred to the profit or loss when the hedged item affects the profit or loss.

The Group designates only the intrinsic value of options into hedging relationships. The time value of the options is treated as a

cost of hedging. Changes in fair value of the time value component of the option contract are deferred in OCI over the term of the

hedge. For transaction-related hedged items the cumulative change in fair value deferred in OCI is recognised in profit or loss at

the same time as the hedged item. If the hedged item first gives rise to the recognition of a non-financial asset or a non-financial

liability, the amount in equity is removed and recorded as part of the initial carrying amount of the hedged item. If the hedged

item gives rise to the recognition of a financial asset or liability, then the amount in equity is recognised in profit or loss at the

same time as the hedged item is recognised in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised,

then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in OCI remains

there until the forecast transaction occurs, or is immediately recognised in profit or loss if the transaction

is no longer expected to occur.

Fair value measurement

The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows using market interest

rates. The fair value of forward foreign exchange rate contracts is estimated by discounting the difference between the

contractual forward price and the current forward price for the residual maturity of the contract using market interest rates.

The fair value of foreign currency options is estimated using option valuation methods with reference to current spot rates

and market volatility. The fair value of fuel contracts is estimated using forward fuel prices at reporting date.

Interest rate risk

The Group is exposed to interest rate risk through its cash balances and short-term and long-term borrowings. The Group

adopts a risk management strategy of managing the exposure to interest rate risk through a proportion of fixed and floating

rate borrowings. To meet this strategy the Group uses interest rate swaps to fix between 25% and 75% of the floating rate

exposure on long-term borrowings in line with its Board-approved Treasury Policy. In the current period, the Group designated

the highly-probable forecast transactions and the interest rate swap contracts into cash flow hedge relationships.

Interest rate swap contracts are recognised within derivative financial instruments in the statement of financial position

as at reporting date. The fair value gains and losses on these derivatives were recognised in OCI and transferred to profit or

loss when the underlying transactions affected the profit or loss within finance expenses in the income statement. The amounts

designated as the hedged item in qualifying cash flow hedges mirror the amounts designated as hedging instruments as set out

below; therefore, the Group has established a 1:1 hedge ratio.

Hedge ineffectiveness is only recognised for accounting purposes if it results in movements in the value of the hedge instrument

in excess of those on the hedged item. The source of any ineffectiveness would be largely due to credit valuation adjustments

and timing of cash flows. No ineffectiveness arose on cash flow hedges of interest rate risk during the year (2023: none).

65Annual Report FY24 | 64| Sanford Limited

Note 18 – Financial Instruments (continued)
(c) Market risk (continued)

Interest rate risk (continued)

Interest-bearing variable rate instruments and related derivatives re-price as follows:

2024

Total

6 months

or less

6–12

months1–3 years3–5 years

More than

5 years

$000$000$000$000$000$000

Cash and cash equivalents 14,475 14,475 ––––

Bank loans (200,000) (200,000)––––

Interest rate swaps

Notional cash inflows 152,000 152,000 ––––

Notional cash outflows (152,000) (26,000) (31,000) (80,000) (15,000)

Total variable rate (185,525) (33,525) (26,000) (31,000) (80,000) (15,000)

2023

Total

6 months

or less

6–12

months1–3 years3–5 years

More than

5 years

$000$000$000$000$000$000

Cash and cash equivalents 6,805 6,805 ––––

Bank overdraft and borrowings (58,000) (58,000)––––

Bank loans (145,000) (145,000)––––

Interest rate swaps

Notional cash inflows 122,000 122,000 ––––

Notional cash outflows (122,000)– (5,000) (42,000) (55,000) (20,000)

Total variable rate (196,195) (74,195) (5,000) (42,000) (55,000) (20,000)

Effects of hedge accounting on the financial position and performance

The tables below demonstrate the impact of hedged items and the hedging instruments designated in hedging relationships.

2024

Nominal

Weighted

Average

Rate

Carrying AmountsChange in Fair Value

used to Measure

Ineffectiveness

Cash Flow

Hedge

ReserveAssetsLiabilities

Cash flow hedges $000$000$000$000$000

Interest rate risk

Hedged item: NZD floating

rate exposure on borrowings (200,000)6.32% n/a n/a (307) n/a

Hedging instrument:

Interest rate swaps (152,000)3.45% 314 – 314 (314)

Notes to the Financial Statements

for the year ended 30 September 2024

Note 18 – Financial Instruments (continued)

(c) Market risk (continued)

Effects of hedge accounting on the financial position and performance (continued)

2023

Nominal

Weighted

Average

Rate

Carrying AmountsChange in Fair Value

used to Measure

Ineffectiveness

Cash Flow

Hedge

ReserveAssetsLiabilities

Cash flow hedges $000$000$000$000$000

Interest rate risk

Hedged item: NZD floating

rate exposure on borrowings(203,000)6.72%n/an/a(7,194)n/a

Hedging instrument:

Interest rate swaps(122,000)3.34% 7,161 – 7,161(7,161)

Foreign currency risk

The Group is exposed to foreign currency risk as a result of sales and investments denominated in foreign currencies, as well as

the foreign currency exposure arising from USD-denominated fuel purchases. The Group has entered into forward exchange

contracts and foreign currency options (hedging instruments) to hedge the variability in cash flows arising from foreign exchange

rate movements in relation to foreign currency sales (hedged item) up to two years forward. Minimum and maximum hedging

levels for the next two years’ expected sales volumes are stipulated by its Board-approved Treasury Policy. In the current period,

the Group designated the highly-probable forecast transactions and the forward exchange contracts and options into cash flow

hedge relationships.

Forward exchange contracts and foreign currency options are recognised within the derivative financial instruments in the

statement of financial position as at reporting date. The fair value gains and losses on these derivatives were recognised in OCI

and transferred to profit or loss when the underlying transactions affected the profit or loss within revenue and cost of sales in the

income statement. The amounts designated as the hedged item in qualifying cash flow hedges mirror the amounts designated as

hedging instruments as set out below; therefore, the Group has established a 1:1 hedge ratio.

Hedge ineffectiveness is only recognised for accounting purposes if it results in movements in the value of the hedge instrument

in excess of those on the hedged item. The source of any ineffectiveness would be largely due to credit risk adjustments on the

derivatives and timing of cash flows. No ineffectiveness arose on cash flow hedges of foreign currency transactions during the

year (2023: none).

As at 30 September 2024, the Group’s exposure to foreign currency risk for the next 12 months can be summarised as follows:

2024

USDAUDJPYEURGBP

(figures are NZD)$000$000$000$000$000

Cash 1,279 1,058 (71) 2,894 (76)

Trade receivables 64,780 2,064 – 2,503 –

Trade payables (3,845) (2,917)– (724)–

Net statement of financial position

exposure before hedging activity 62,214 205 (71) 4,673 (76)

Forecast net receipts/(net payments) 295,082 (26,374) 1,765 (1,621)–

Net cash flow exposure before

hedging activity 357,296 (26,169) 1,694 3,052 (76)

Forward exchange contracts

and options(320,452)26,118(1,544)––

Net un-hedged exposure 36,844 (51) 150 3,052 (76)

67Annual Report FY24 | 66| Sanford Limited

Note 18 – Financial Instruments (continued)
(c) Market risk (continued)

Foreign currency risk (continued)

2023

USDAUDJPYEURGBP

(figures are NZD)$000$000$000$000$000

Cash 1,579 1,399 311 62 63

Trade receivables 72,296 4,306 1,646 215 –

Trade payables (5,129) (7,033)– (689) (37)

Net statement of financial position

exposure before hedging activity 68,746 (1,328) 1,957 (412) 26

Forecast net receipts 200,642 9,158 6,429 (14,675)–

Net cash flow exposure before

hedging activity 269,388 7,830 8,386 (15,087) 26

Forward exchange contracts

and options(197,330)(7,289)(5,859) 12,647 –

Net un-hedged exposure 72,058 541 2,527 (2,440) 26

The Group’s policy is to not hedge operating cash flows denominated in EUR and GBP. The forecast net payment for the EUR

currency in FY23, which was hedged, related to cash outgoings expected to be incurred in FY24 for a capital project.

Effects of hedge accounting on the financial position and performance

The tables below demonstrate the impact of hedged items and the hedging instruments designated in hedging relationships.

2024

Nominal

Carrying AmountsChange in Fair

Value used

to Measure

Ineffectiveness

Cash Flow

Hedge ReserveAssetsLiabilities

Cash flow hedges* $000$000$000$000$000

Foreign currency risk

Hedged item: Forecast

transactions denominated

in foreign currencies300,591n/an/a(26,287)n/a

Hedging instruments:

Forward exchange contracts300,59128,760(71)28,689(28,689)

2023

Nominal

Carrying AmountsChange in Fair

Value used

to Measure

Ineffectiveness

Cash Flow

Hedge ReserveAssetsLiabilities

Cash flow hedges*

$000$000$000$000$000

Foreign currency risk

Hedged item: Forecast

transactions denominated in

foreign currencies386,038n/an/a(228)n/a

Hedging instruments: Forward

exchange contracts382,7047,933(6,881)1,266(1,266)

Hedging instruments: Foreign

currency options 3,334–(149)(149)149

* Includes all hedges of forecast future transactions

Notes to the Financial Statements

for the year ended 30 September 2024

Note 18 – Financial Instruments (continued)

(c) Market risk (continued)

Fuel price risk

The Group is exposed to fuel price risk through its purchases of fuel for its fishing fleet.

Fuel price risk is the risk of loss to the Group due to adverse fluctuations in fuel prices in USD terms. The currency exposure

arising from USD fuel costs is managed separately (see foreign currency risk management). The Group’s fuel price risk has

the following contractually specified components: gas oil and shipping costs.

The Group enters into gas oil commodity swaps to reduce the variability in those components of fuel costs, which historically

have comprised approximately 80% (2023: 80%) of total fuel cost for the year. Minimum and maximum hedging levels for the

next two years’ expected purchase volumes are stipulated by its Board-approved Treasury Policy. A 1:1 hedge ratio is used,

reflecting the match of the hedging instruments and the component exposures in the fuel costs.

Fuel swaps are recognised within the derivative financial instruments in the statement of financial position as at reporting

date and were designated as the hedging instruments in qualifying cash flow hedges. The fair value gains and losses on these

derivatives were recognised in OCI and transferred from OCI and included in the initial carrying amount of inventory. When the

fuel is consumed it is expensed to the profit or loss within cost of sales in the income statement.

Hedge ineffectiveness is only expected to result from credit valuation adjustments and any shortfalls in the amounts of the

expected exposures. Hedge ineffectiveness is only recognised for accounting purposes if it results in movements in the value

of the hedge instrument in excess of those on the hedged item. Any ineffectiveness is recognised within cost of sales in the

income statement.

All fuel derivative contracts mature within 12 months of reporting date (2023: 12 months).

Reconciliation of changes in hedge reserves

The movement in the fair value of hedging instruments which are deferred to the cash flow hedge reserve during the year are set out

below, together with changes in the cost of hedging reserve, and the tax thereon:

2024

Hedging Instruments used to Hedge

Interest Rate RiskCurrency RiskFuel Price RiskTotal

Recognised in statement of

changes in equity hedge reserves$000$000$000$000

Balance at the beginning of the year 5,156 385 2,239 7,780

Changes in cash flow hedge reserve

– changes in fair value (6,847) 26,009 (5,043) 14,119

Changes in cost of hedging reserve

– reclassified to profit or loss– (293)– (293)

Deferred tax on reserve movements 1,917 (7,199) 1,411 (3,871)

Balance at the end of the year 226 18,902 (1,393) 17,735

2023

Hedging Instruments used to Hedge

Interest Rate RiskCurrency RiskFuel Price RiskTotal

Recognised in statement of

changes in equity hedge reserves$000$000$000$000

Balance at the beginning of the year3,957(20,869)(299)(17,211)

Changes in cash flow hedge reserve

– changes in fair value1,66529,0803,52534,270

Changes in cost of hedging reserve

– changes in fair value–440–440

Deferred tax on reserve movements(466)(8,266)(987)(9,719)

Balance at the end of the year5,1563852,2397,780

69Annual Report FY24 | 68| Sanford Limited

Note 18 – Financial Instruments (continued)
(c) Market risk (continued)

Sensitivity to changes in market prices or rates

All derivatives are measured at fair value and changes in market inputs used to determine these fair values would have an impact

on Sanford’s financial statements. For each type of market risk that the entity is exposed to at the end of the reporting period, the

sensitivity analysis below shows the impacts of reasonably plausible changes in the relevant market variables on the profit or loss

and OCI for the period. The effects of a variation in a particular assumption is calculated independently of any changes in another

assumption. As this sensitivity analysis is only on financial instruments (derivative and non-derivative), these ignore the offsetting

impacts of future forecast transactions designated as hedged items to the derivatives held.

20242023

$000$000$000$000

Other comprehensive income, net of tax will

increase/(decrease) by:

Increase in

Rates or Prices

Decrease in

Rates or Prices

Increase in

Rates or Prices

Decrease in

Rates or Prices

Sensitivity to changes in interest rates

100 basis points change in interest rates2,909(2,706)2,816(4,624)

Sensitivity to changes in foreign exchange rates

10% change in foreign exchange rates19,432(24,740)25,653(30,088)

Sensitivity to changes in fuel prices

10% change in fuel prices2,706(3,037)2,009(1,875)

Profit after tax will increase/(decrease) by:

Sensitivity to changes in interest rates

100 basis points change in interest rates98(24)83(207)

Sensitivity to changes in foreign exchange rates

10% change in foreign exchange rates2,165(2,765)2,918(3,185)

(d) Capital management

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain

future development of the business. The impact of capital structure on shareholders’ return is also recognised and the Group

acknowledges the need to maintain a balance between the higher returns that might be possible with greater gearing and the

advantages and security afforded by a sound capital position.

The allocation of capital between its specific business operations and activities is, to a large extent, driven by optimisation of the

return achieved on the capital allocated. The process of allocating capital to specific business segment operations and activities is

undertaken independently of those responsible for the operation.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.

There have been no material changes in the Group’s management of capital during the period.

(e) Master netting arrangements

Sanford enters into derivative transactions under the International Swaps and Derivatives Association (ISDA) master agreements.

The ISDA agreements do not meet the criteria for offsetting in the statement of financial position. This is because the Group does not

currently have any legally enforceable right to offset recognised amounts. Under the ISDA agreements the right to offset is

enforceable only on the occurrence of future events such as a default on the bank loans or other credit events. The potential net

impact of this offsetting is shown below. Sanford does not hold and is not required to post collateral against its derivative positions.

Net derivatives after applying rights of offset under ISDA agreements

20242023

$000$000

Derivative assets 29,920 18,685

Derivative liabilities (2,850)(8,400)

Net amount 27,070 10,285

Note 19 – Right-of-Use Assets and Lease Liabilities

(a) Right-of-use assets

Right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability, adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received

and an estimate of costs to dismantle and remove the underlying asset. The right-of-use asset is subsequently carried at cost

less any accumulated depreciation and impairment losses, and adjusted for certain re-measurements of the lease liability.

These assets are depreciated over the expected lease term. The expected lease term may include the taking-up of lease

extension options, if the Group is reasonably certain of exercising such options. The depreciation of leased assets of annual catch

entitlement (ACE) is recognised as part of operating expenses, and not within the depreciation line in the income statement.

2024

Land and

Buildings

Plant and

Equipment

Annual

Catch

Entitlement

(ACE)

Marine

Farm

LicencesTotal

$000$000$000$000$000

Cost

Balance at the beginning of the year 12,157 18,169 39,111 9,038 78,475

Additions 85 380 2,891 66 3,422

Re-measurements 867 31 2,251 (183) 2,966

Disposals(48)(686)–(3,005)(3,739)

Effect of movement in exchange rates 8 ––– 8

Balance at the end of the year 13,069 17,894 44,253 5,916 81,132

Accumulated depreciation and impairment

Balance at the beginning of the year (2,650)(4,155)(26,171)(5,165)(38,141)

Depreciation(1,314)(3,749)–(917)(5,980)

Depreciation – ACE––(7,746)–(7,746)

Impairment(91)(96)––(187)

Disposals 28 644 – 3,005 3,677

Effect of movement in exchange rates(4)–––(4)

Balance at the end of the year(4,031)(7,356)(33,917)(3,077)(48,381)

Net book value at 30 September 2024 9,038 10,538 10,336 2,839 32,751

Notes to the Financial Statements

for the year ended 30 September 2024

71Annual Report FY24 | 70| Sanford Limited

Note 19 – Right-of-Use Assets and Lease Liabilities (continued)
(a) Right-of-use assets (continued)

2023

Land and

Buildings

Plant and

Equipment

Annual

Catch

Entitlement

(ACE)

Marine

Farm

LicencesTotal

Note$000$000$000$000$000

Cost

Balance at the beginning of the year 25,495 8,737 27,696 7,810 69,738

Additions 6,635 11,081 12,624 1,367 31,707

Disposals(3,332)(1,649)(1,209)(139)(6,329)

Transfer to assets held for sale20(16,621)–––(16,621)

Effect of movement in exchange rates(20)–––(20)

Balance at the end of the year 12,157 18,169 39,111 9,038 78,475

Accumulated depreciation and impairment

Balance at the beginning of the year (5,513)(2,171)(20,498)(3,982)(32,164)

Depreciation(2,100)(3,125)–(1,314)(6,539)

Depreciation – ACE––(6,882)–(6,882)

Disposals 1,134 1,141 1,209 131 3,615

Transfer to assets held for sale20 3,814 ––– 3,814

Effect of movement in exchange rates 15 ––– 15

Balance at the end of the year(2,650)(4,155)(26,171)(5,165)(38,141)

Net book value at 30 September 2023 9,507 14,014 12,940 3,873 40,334

Impairment testing

All right-of-use assets not held for sale were assessed for impairment within the relevant cash-generating unit and are assessed

for indicators of impairment annually.

(b) Lease liabilities

At the inception of the lease 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.

Control is conveyed where the Group has both the right to direct the use of the identified asset and to obtain substantially all of

the economic benefits from the use of the asset throughout the term. The Group recognises a right-of-use asset and a lease

liability at the lease commencement date.

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration

in the contract to each lease component on the basis of its relative stand-alone prices.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental

borrowing rate. Generally, the Group uses the incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

• Fixed payments, including in-substance fixed payments

• Variable lease payments that depend on an index or a rate, initially measured using the index or rates as at the

commencement date

• The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional

renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a

lease unless the Group is reasonably certain not to terminate early.

Notes to the Financial Statements

for the year ended 30 September 2024

Note 19 – Right of Use Assets and Lease Liabilities (continued)

(b) Lease liabilities (continued)

The lease liability is measured at amortised cost using the effective interest rate method. The liability is re-measured when there

is a change in future lease payments arising from a change in an index or a rate and if the Group revises its assessment as to

whether it will exercise a purchase, extension or termination option. A corresponding adjustment is made to the carrying amount

of the right-of-use asset, or is recognised in the income statement if the carrying amount of the right-of-use asset has been

reduced to zero.

Leases are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability

for more than 12 months after the balance date.

Short-term leases

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases. The Group recognises

the lease payments associated with the leases as an expense on a straight-line basis over the lease term.

Variable lease payments not included in the measurement of the lease liability

Variable lease payments which do not depend on an index or a rate are excluded from the measurement of the lease liability

and recognised as an expense in the period in which the event or condition that triggers those payments occurs.

Leasing activities

The Group leases land and buildings, plant and equipment, annual catch entitlement (ACE) and marine farm licences. Land and

building and plant and equipment leases are typically for periods of between 1 and 20 years with a number of extension options.

Rent is either fixed or reset periodically based on an index or rate. The lease of ACE for use on the Company’s fishing vessels is for

periods of between 3 and 5 years, and is renegotiated periodically based on commercial rates. Marine farm licence leases are for

periods of between one and 12 years and are typically linked to the period of the licence or consent. Rent may be adjusted on the

basis of annual fixed percentage increases, CPI movements, rent negotiations or market reviews.

The Group has estimated the potential future cash outflows arising from optional lease renewal periods, should it exercise these

extension options, would result in an increased lease liability of $2.3m (2023: $2.1m).

Determination of lease term

The lease term is the non-cancellable period of a lease, together with periods covered by an option (available to the lessee only)

to extend or terminate the lease if the lessee is reasonably certain to exercise/not to exercise that option. In determining the

lease term, the Group considers all facts and circumstances that create an economic incentive to exercise/not exercise an

option. This may include the existence of large penalties for early termination, the incurrence of significant maintenance costs

in meeting early return obligations, the uniqueness of the underlying asset being leased or consideration as to whether leasehold

improvements still carry significant value. Such assessment is reviewed if a significant event or change in circumstances occurs

which affects this assessment and is within the control of the Group. Certain property leases, for which there is no readily

identifiable alternative property available, include an additional renewal period where one is available under the lease contract

or where the Group considers the exercise of renewal options highly likely.

Determination of incremental borrowing rate

The Group determines the incremental borrowing rate by obtaining the rates from various external financing sources and

makes certain adjustments to reflect the term and currency of the lease and the type of asset being leased.

73Annual Report FY24 | 72| Sanford Limited

Note 19 – Right of Use Assets and Lease Liabilities (continued)
(b) Lease liabilities (continued)

Amounts recognised as lease liabilities are presented below.

2024

Land and

Buildings

Plant and

Equipment

Annual

Catch

Entitlement

(ACE)

Marine

Farm

LicencesTotal

$000$000$000$000$000

Balance at the beginning of the year 9,725 14,151 13,408 3,716 41,000

Additions 948 389 5,143 (117) 6,363

Interest cost 588 717 620 111 2,036

Repayments of principal and interest(1,692)(4,269)(8,337)(873)(15,171)

Terminations(22)(31)––(53)

Effect of movement in exchange rates 4 152 ––156

Balance at the end of the year 9,551 11,109 10,834 2,837 34,331

Represented by:

Current 1,145 3,268 9,105 371 13,889

Non-current 8,406 7,841 1,729 2,466 20,442

9,551 11,109 10,834 2,837 34,331

2023

Land and

Buildings

Plant and

Equipment

Annual

Catch

Entitlement

(ACE)

Marine

Farm

LicencesTotal

Note$000$000$000$000$000

Balance at the beginning of the year 20,946 6,686 7,208 3,671 38,511

Additions 6,516 10,927 12,624 1,358 31,425

Interest cost 994 604 801 142 2,541

Repayments of principal and interest(2,780)(3,441)(7,225)(1,455)(14,901)

Terminations(2,214)(359)––(2,573)

Transfer to liabilities held for sale20(13,732)–––(13,732)

Effect of movement in exchange rates(5)(266)––(271)

Balance at the end of the year 9,725 14,151 13,408 3,716 41,000

Represented by:

Current 974 3,329 6,498 717 11,518

Non-current 8,751 10,822 6,910 2,999 29,482

9,725 14,151 13,408 3,716 41,000

Note 19 – Right of Use Assets and Lease Liabilities (continued)

(b) Lease liabilities (continued)

Present value of future rentals payable

20242023

PrincipalInterestGrossPrincipalInterestGross

$000$000$000$000$000$000

Less than one year 13,889 1,072 14,961 11,518 1,766 13,284

Between one and five years 14,163 2,862 17,025 22,197 3,167 25,364

More than five years 6,279 2,892 9,171 7,285 3,117 10,402

Total 34,331 6,826 41,157 41,000 8,050 49,050

Lease expenses included in profit or loss

20242023

$000$000

Short-term leases 5,095 3,936

Short- term leases of annual catch entitlement (ACE) 2,844 5,011

7,939 8,947

Note 20 – Assets Held for Sale

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally

through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale

are measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as

held for sale are recognised in the income statement.

The criteria for held-for-sale classification are regarded as met only when the sale is highly probable and the asset or disposal

group is available for immediate sale in its present condition. Management must be committed to the sale, which should be

expected to qualify for recognition as a completed sale within one year from the date of classification.

Property, plant and equipment, and right-of-use assets are not depreciated once classified as held for sale.

(a) Auckland site sale of perpetual right to lease land and building assets

Assets associated with the sale of perpetual right to lease Auckland land and building assets are as follows. Refer to note 12 for

details on the closure.

20242023

$000$000

Assets

Right-of-use assets 12,807 12,807

Buildings 5,243 –

Total 18,050 12,807

Liabilities

Lease obligation (12,908) (13,732)

Net held-for-sale asset position 5,142 (925)

Notes to the Financial Statements

for the year ended 30 September 2024

75Annual Report FY24 | 74| Sanford Limited

Note 20 – Assets Held for Sale (continued)
(b) Closure of North Island Mussels Limited mussels processing facility

Assets associated with the closure of the North Island Mussels Limited mussels processing facility are as follows. Refer to note 12

for details on the closure.

2024

$000

Assets

Land 880

Buildings 776

Net held-for-sale asset position 1,656

c) Sale of North Island inshore fisheries assets

On 31 October 2023, the agreement for Sanford to lease the Annual Catch Entitlement (ACE) for much of its quota of North Island

inshore species to Aotearoa Fisheries Limited (Moana) on a long-term basis became unconditional. The transaction included the

sale of two of the Group’s inshore fishing vessels, a selection of processing equipment, refrigerated vehicles/trailers, and one marine

farm comprising three coastal permits in the Croisilles Harbour. The assets and marine farm licences were classified as assets

held for sale (net of impairment) at 30 September 2023. In the year ended 30 September 2024 the Group received total

consideration of $6.8m for the assets, resulting in a gain on sale of $0.96m which is included in other income in the income

statement. The redundancy provision of $3.6m recognised at 30 September 2023 was also utilised during the year.

Specific assets classified as held for sale in FY23 and sold at completion in FY24 are as follows:

2023

$000

Assets

Property, plant and equipment

– Fishing vessels 6,364

– Plant and equipment 369

Impairment of property, plant and equipment

Less: impairment

– Fishing vessels (738)

– Plant and equipment (12)

Intangible assets 38

Net held-for-sale asset position 6,021

Notes to the Financial Statements

for the year ended 30 September 2024

Note 21 – Group Entities

Basis of consolidation

Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group.

The consideration transferred in the acquisition is generally measured at fair value (excluding transaction costs), as are the

identifiable net assets acquired. Any goodwill that arises is tested annually for impairment.

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the financial statements from the date on which control commences

until the date on which control ceases.

Intra-group balances and transactions, and any unrealised income and expense arising from intra-group transactions,

are eliminated on consolidation.

Joint arrangements

A joint arrangement is an arrangement where two or more parties have joint control. The Group classifies its joint arrangements

as either joint operations or joint ventures depending on the legal, contractual or other rights and obligations. Where the interest

in the joint arrangement is in the net residual part of the business, the arrangement is a joint venture. Joint ventures are

accounted for using the equity method, which is detailed in note 13. Where the Group has rights to the assets, and obligations

for liabilities of the joint arrangement, this is a joint operation. The Group recognises its share of assets, liabilities, revenues and

expenses of each joint operation.

The Group comprises the Company and the following principal entities:

20242023

Interest

Held (%)

Interest

Held (%)Balance DatePrincipal Activity

Subsidiaries:

New Zealand

Auckland Fish Market Limited10010030 SeptemberAuction

Sanford Fish Market Limited10010030 SeptemberRetail

Sanford Investments Limited10010030 SeptemberInvestment company

Sanford LTI Limited10010030 September Holding company

Shellfish Production & Technology NZ Limited10010030 SeptemberResearch company

BreedCo Limited808030 SeptemberResearch company

Auckland Fishing Port Limited676731 MarchWharf company

Australia

Sanford Australia Pty Limited10010030 SeptemberAuction

Sanford Seafoods (Australia) Pty Limited10010030 SeptemberHolding company

Joint Operation:

New Zealand

North Island Mussels Limited505030 SeptemberMussel farming and

seafood processing

Joint Ventures and Associates:

New Zealand

San Won Limited505030 September Cold storage

New Zealand Japan Tuna Company Limited46.7446.7430 September Fish catching

and processing

Trident Systems General Partner Limited42.5342.5330 September Research company

Precision Seafood Harvesting General Partner Limited33.3333.3330 September Research company

Precision Seafood Harvesting Limited252530 September Research company

Two Islands Co NZ Limited–5031 MarchDietary supplements

77Annual Report FY24 | 76| Sanford Limited

Note 22 – Related Party Transactions
(a) Basis of transactions

Related parties of the Group include the joint ventures, associates and joint operation disclosed in note 21.

Transactions with related parties have been entered into in the ordinary course of business and undertaken on normal

commercial terms.

(b) Material transactions and balances with related parties

Transaction Value

Joint Ventures and Associates

Transaction Value

Joint Operation

2024202320242023

Note$000$000$000$000

Income (Expenses)

Management fees 195 231 ––

Sales 4 4 3,166 5,730

Interest received 16 – 2,358 1,864

Dividends received13 383 152 ––

Acquisition of shares in associates13 (278) (347)––

Purchases (477) (133) (19,328) (33,061)

(157) (93) (13,804) (25,467)

Amounts Owing from/(to)

Related Parties

20242023

$000$000

Associates 211 300

Joint operation 34,818 32,368

35,029 32,668

The advance to Two Islands Co NZ Limited, inclusive of interest charged, was impaired to $nil this year.

In respect of the joint operation, the transaction values and amounts owing are eliminated on consolidation and are therefore for

information purposes only.

Interest is charged on balances between New Zealand related parties at rates linked to the market. All related party balances are

repayable on demand. The parties have agreed not to call upon the loans within 12 months from the reporting date.

Notes to the Financial Statements

for the year ended 30 September 2024

Note 23 – Key Management Personnel Compensation

Key management personnel compensation comprised:

20242023

$000$000

Salary and short-term employee benefits* 13,301 12,965

Redundancy payments 301 158

Directors' fees 500 688

14,102 13,811

Key management personnel is defined as the executive and their direct reports.

* The FY24 disclosure includes the provision for short-term incentive payments, payable in December 2024; $1.3m (2023: $nil).

Note 24 – Contingent Liabilities

20242023

$000$000

Guarantees 801 801

The Group has guarantees with its commercial banking partners. In this respect the Group treats the guarantee contracts as

contingent liabilities until such times as it becomes probable that the Group will be required to make payments under the guarantees.

Note 25 – Subsequent Events

The Board approved a final dividend of 5.0 cents per share for the year ended 30 September 2024 on 14 November 2024.

Refer to note 17.

79Annual Report FY24 | 78| Sanford Limited

Report on the audit of the consolidated financial statements
Opinion

We have audited the accompanying consolidated financial statements which comprise:

• the consolidated statement of financial position as at 30 September 2024;

• the consolidated income statement, statements of other comprehensive income, changes in equity and cash flows for

the year then ended;

• notes, including material accounting policy information and other explanatory information

In our opinion, the accompanying consolidated financial statements of Sanford Limited (the Company) and its subsidiaries

(the Group) on pages 34 to 79 present fairly in all material respects:

• the Group’s financial position as at 30 September 2024 and its financial performance and cash flows for the year ended

on that date; and

• in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the

New Zealand Accounting Standards Board and the International Financial Reporting Standards issued by the International

Accounting Standards Board.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of Sanford Limited in accordance with Professional and Ethical Standard 1 International Code of Ethics for

Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing

and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for

Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

Our firm has provided other services to the Group in relation to assurance over selected Non-Financial Information. Subject to

certain restrictions, partners and employees of our firm may also deal with the Group on normal terms within the ordinary course

of trading activities of the business of the Group. These matters have not impaired our independence as auditor of the Group.

The firm has no other relationship with, or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature, timing and

extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the consolidated financial

statements as a whole. The materiality for the consolidated financial statements as a whole was set at $2.7 million determined with

reference to a benchmark of the Group’s total revenue. We chose the benchmark because, in our view, this is a key measure of the

Group’s performance.

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 in the current period. We summarise below those matters and our key audit procedures to address those

matters in order that the shareholders as a body may better understand the process by which we arrived at our audit opinion.

Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the consolidated financial

statements as a whole and we do not express discrete opinions on separate elements of the consolidated financial statements.

The key audit matterHow the matter was addressed in our audit

Valuation of Quota and Marine Farm Licences

Refer to note 14 to the Financial Statements.

The Group holds Quota and Marine Farm Licences in

New Zealand and Australia, recognised as indefinite life

intangible assets, across three cash generating units of

$479.9m (2023: $478.9m). The accounting standards

require assets with an indefinite useful life are tested for

impairment annually.

Valuation of these assets is a key audit matter due to the

uncertainty in the growth and discount rates used in the

cash flow forecasts that support the carrying value.

In addition to the above, the carrying amount of the Group’s

net assets as at 30 September 2024 was $704m, which is

less than the market capitalisation of $353m. This is an

indicator of impairment and required additional analysis

and interpretation.

Marine Farm Licences are renewed periodically with

minimal cost of renewal and are deemed to be indefinite

life intangibles and are not amortised.

The procedures we performed to evaluate the impairment

assessments included:

• assessing whether the methodology adopted was consistent

with accepted valuation approaches of IAS 36 Impairment

of Assets;

• evaluating the key assumptions by comparing to historical

trends, approved budgets, business plans and external

market data;

• comparing the discount rates and terminal growth rates

applied to the estimated future cash flows to relevant

benchmarks using KPMG valuation specialists;

• challenging the above assumptions and judgements by

performing sensitivity analysis, considering a range of

outcomes based on various scenarios;

• evaluating the estimate of the recoverable amount of the

Group as a whole, including evaluating the work performed

by the Group’s external valuation specialist; and

• considering the appropriateness of the disclosures

in the financial statements.

In relation to the judgement that the Marine Farm Licences

are indefinite life intangibles, we evaluated the status of the

Marine Farm Licence renewal, including the likelihood of

renewal and costs expected to be incurred upon renewal.

Other information

The directors, on behalf of the Group, are responsible for the other information. The other information comprises information

included in the entity’s Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover any other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other information and in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit or otherwise appears materially misstated.

If, based on the work we have performed, we conclude there is a material misstatement of this other information, we are required

to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so that we might state

to the shareholders those matters we are required to state to them in the independent auditor’s report and for no other purpose.

To the fullest extent permitted by law, none of KPMG, any entities directly or indirectly controlled by KPMG, or any of their respective

members or employees, accept or assume any responsibility and deny all liability to anyone other than the shareholders for our audit

work, this independent auditor’s report, or any of the opinions we have formed.

Independent Auditor’s Report

To the shareholders of Sanford Limited

81Annual Report FY24 | 80| Sanford Limited

Responsibilities of directors for the consolidated financial statements
The directors, on behalf of the Group, are responsible for:

• the preparation and fair presentation of the consolidated financial statements in accordance with NZ IFRS issued by the

New Zealand Accounting Standards Board and the International Financial Reporting Standards issued by the International

Accounting Standards Board;

• implementing the necessary internal control to enable the preparation of a consolidated set of financial statements that

is free from material misstatement, whether due to fraud or error;

• assessing the ability of the Group to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate 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 objective is:

• to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error; and

• to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in accordance with ISAs NZ

will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located at the External Reporting

Board (XRB) website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Laura Youdan.

For and on behalf of:


KPMG

Auckland

14 November 2024

Independent Auditor’s Report (continued)

To the shareholders of Sanford Limited (Group)

Board of Directors

Sir Robert McLeod, Chair

KNZM, LLB/BCom, FCA

David Mair

BE (Civil), MBA

Tom McClurg

B.Ag.Sc, RLV, M.Sc.

(Natural Resource Management)

Joanne Curin

BCom, FCA

Craig Ellison

M.Sc. (Zoology)

John Strowger

LLB (Hons)

Officers

David Mair, Managing Director

Paul Alston, Chief Financial Officer

Vaughan Wilkinson, Strategy and

Innovation Officer

Debra Lumsden, Chief People Officer

Registered Office

22 Jellicoe Street

Freemans Bay

Auckland 1010

New Zealand

PO Box 443

Shortland Street

Auckland 1140

New Zealand

Website: sanford.co.nz

Principal Bankers

ANZ Bank New Zealand Limited

Bank of New Zealand

Rabobank New Zealand Limited

Solicitors

Chapman Tripp

Russell McVeagh

Group Auditor

KPMG, Auckland

Stock Exchange

The Company’s shares trade on the

New Zealand Stock Exchange (NZX).

NZX Trading Code: SAN

Share Registrar

Computershare Investor Services Limited

Private Bag 92 119

Victoria Street West

Auckland 1142

New Zealand

159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

Managing your Shareholding

Online: investorcentre.com/nz

To change your address, update your payment

instructions and to view your investment portfolio

including transactions.

Email: enquiry@computershare.co.nz

Please assist our registrar by quoting your

CSN or shareholder number.

Directory

As at 14 November 2024

83Annual Report FY24 | 82| Sanford Limited

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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