Scales Corporation Limited logo

2024 Annual Report

Annual Report27 March 2025SCLIndustrials

Scales
Corporation Limited

Annual Report 2024

Driving long-term
sustainable growth

Scales delivered an excellent Group performance in

2024, whilst delivering on our growth strategy. The

hard work invested by each of our teams produced

record Group Underlying EBITDA and Underlying

NPAT as well as Underlying EBITDA growth across

all operating divisions. Our results are a tribute to

the skill and effort of our teams. They continued to

deliver outstanding results in a period of change.

The Group made good progress on its growth

strategy, executing several M&A transactions

within the Horticulture and Global Proteins divisions

during 2024. Horticulture acquired approximately

240 hectares of planted orchards from Bostock

Group Limited as well as the remaining 50% of

Profruit not previously owned by Scales. It also

sold approximately 186ha of planted orchards

to a fund managed by Craigmore Sustainables.

Global Proteins increased its investment in Meateor

Australia from 33% to 50%.

The net impact of all these transactions on the 2024

financial result was negligible although we expect

them to positively impact earnings in future periods.

We continued to progress our sustainability goals,

and we will be releasing our second standalone

Climate-Related Disclosures (CRD) report in April

2025, which will provide the detail behind our journey.

A major part of this year’s strong results is due to

the excellent work of our people. They continued to

deliver outstanding results in a period of change for

the Group, whilst taking full advantage of the more

stable operating environment. Our record results are

due in no small part to their work.

Welcome to our Annual Report for our 113th year of trading.

Scales Corporation Limited

02 / Introduction

Contents
02

Introduction

04

Key 2024 Highlights

06

Managing Director and Chair’s Report

16

Sustainability Report

22

Divisional Overview

42

Leadership Profiles

46

Financial Statements

92

Independent Auditor’s Report

96

Corporate Governance

117

Director Disclosures

121

Glossary

123

Directory

USA

Australia

New Zealand

Logistics

Air & sea freight

Horticulture

Vertically integrated apple

grower, packer & marketer

Juice manufacturer

Apple marketer

Global Proteins

Petfood ingredient procurers,

processors & marketers

Edible protein exporter

INTERNATIONAL GROUP

Belgium & Netherlands

Introduction / 03

Annual Report - Year Ended 31 December 2024

Key Highlights
Scales Corporation Limited

04 / Key Highlights

Revenue
$584.6m

(2023: $565.4m)

Earnings per Share

21.6c

(2 0 2 3 : 3 .7c)

Record Underlying NPAT

$53.6m

(2023: $38.4m)

NPAT Attributable

to Shareholders

$ 3 0 .7m

(2023: $5.2m)

Return on

Capital Employed

14.5%

(2023: 10.8%)

Record

Underlying EBITDA

$91.7m

(2023: $67.5m)

Underlying NPAT

Attributable to Shareholders

$34.3m

(2023: $19.0m)

Underlying

Earnings per Share

24.1c

(2023: 13.4c)

Net cash

$12.5m

(2023: $12.0m)

N PAT

$50.0m

(20 2 3 : $24 .7m)

Dividends paid

1


8.5c

per

share


(2023: 19.0c)

7. 8 m

litres of juice sold

(2023: 5.8m litres)

152,149 MT

of petfood ingredients sold

2

(2023: 137,477 MT)

1 0 9 ,74 2 MT

of edible proteins sold

2


(2023: 85,900 MT)

4.13m

TCEs of all apples exported

(2023: 3.92m)

3.03m

TCEs of own-grown

apples exported

(2023: 2.73m)

30,068

TEUs of ocean

freight managed

(2023: 26,010 TEUs)

1

Dividends paid in 2024 relate to FY23

2

Includes 100 per cent of volumes from relevant businesses, i.e. total volumes controlled directly and indirectly by Global Proteins

Key Highlights / 05

Annual Report - Year Ended 31 December 2024

Managing Director
and Chair’s Report

Scales Corporation Limited

06 / Managing Director and Chair's Report

1 Directors and management use non-GAAP (Underlying) profit
measures when discussing financial performance in this document.

The Directors and management believe that these profit measures

provide meaningful information that is helpful to investors and give

them a better understanding of a company’s financial performance

when presented in addition to GAAP (NZ IFRS) information. Underlying

profit measures are used internally to evaluate performance of our

divisions, establish operational goals and to allocate resources. They

also represent some of the profit measures required by Scales’ debt

providers. Non-GAAP (Underlying) profit measures are not prepared

in accordance with NZ IFRS and are not uniformly defined, therefore

the non-GAAP profit measures reported in this document may not be

comparable with those that other entities report and should not be

viewed in isolation or considered as a substitute for GAAP (NZ IFRS)

measures reported by Scales. Underlying profit measures were not

subject to an audit or review. Underlying NPAT and Underlying EBITDA

are shown before the deduction of share of Non-Controlling Interests.

A full reconciliation between Underlying and NZ IFRS measures is

provided on pages 38 to 41.

2024

$000's

2023

$000’sVariance

Revenue584,627 565,356 3%

EBITDA88,093 53,675 64%

Underlying EBITDA91,704 67,514 36%

N PAT50,037 24 , 6 74 103%

Underlying NPAT53,602 38,422 40%

NPAT Attributable to

Shareholders

30,725 5,235 487%

Underlying NPAT

Attributable to Shareholders

34,291 18,982 81%

On behalf of the Board, we are delighted to

present Scales’ Annual Report for the year ended

31 December 2024 with Net Profit After Tax

(NPAT) of $50.0 million (2023: $24.7 million). NPAT

Attributable to Shareholders was $30.7 million, up

significantly on last year (2023: $5.2 million).

The Group generated revenue of $584.6 million,

up 3 per cent on revenue of the previous year

(2023: $565.4 million).

Our Underlying¹ results were very positive, with

Underlying NPAT Attributable to Shareholders

of $34.3 million (2023: $19.0 million), record

Underlying NPAT of $53.6 million (2023: $38.4

million) and record Underlying EBITDA of $91.7

million (2023: $67.5 million). These profit increases

were aided by more stable operating conditions

compared to recent years, whilst the Group

executed its strategic growth strategy.

Underlying EBITDA

20242020202120222023

$91.7m

$73.8m

$7 7. 9 m

$67.5m

$64.1m

The graphs below show the Underlying NPAT

Attributable to Shareholders and Underlying

EBITDA trend for a 5-year period.

20242020202120222023

$34.3m

$29.8m

$ 2 7. 6 m

$19.0m

$27.5m

Excellent financial performance whilst

delivering on our growth strategy

Overview

Underlying NPAT

Attributable to Shareholders

Andy Borland (L) and Mike Petersen (R)

Managing Director and Chair's Report / 07

Annual Report - Year Ended 31 December 2024

¹ Compounded annual returns are calculated using share price movements and net dividends paid
M&A Transactions

We made good progress on our growth strategy during 2024,

executing 3 important transactions within the Horticulture and

Global Proteins divisions. These are summarised below.

Firstly, on 16 May 2024, Scales announced it had entered into

an agreement to acquire certain assets from Bostock Group

Limited (Bostock):

• The acquisition of approximately 240 hectares of planted

orchard, comprising the acquisition of approximately

114 hectares of owned orchard and the assignment of

approximately 126 hectares of leased orchard

• The purchase of 50 per cent of Profruit (2006) Limited (Profruit)

held by Bostock, with Profruit becoming a wholly-owned

subsidiary of Scales

The total acquisition price was $47.5 million with key points being:

• Strong geographical alignment of acquired orchards to existing

Mr Apple orchards and its post-harvest infrastructure

• High concentration of Dazzle™ plantings, with approximately 110

hectares planted in Dazzle™

• Acquired orchards also include High-Colour Fuji and Royal Gala

plantings

This transaction settled on 13 June 2024.

Secondly, on 4 June 2024, Scales announced it had increased its

investment in Meateor Australia Pty Limited (Meateor Australia)

from 33 per cent to 50 per cent. Scales’ joint venture partner, the

Fayman family, also increased its stake from 33 per cent to 50

per cent, with both Scales and the Fayman family acquiring their

additional holdings from their third joint venture partner.

Scales’ total cost of its investment is now AUD$11.5 million,

representing a 50 per cent share of capital expenditure and

working capital requirements.

Lastly, on 16 July 2024, Scales announced it had entered into

an agreement to sell 2 apple orchards owned by Mr Apple New

Zealand Limited (Mr Apple) to a fund managed by Craigmore

Sustainables (Craigmore).

The sale price was $34 million with key points being:

• The orchards sold were Te Papa and Blyth and the total planted

orchard area of both properties was 186 hectares

• Fruit from both orchards will be supplied to Mr Apple for

packing, storage and marketing under a long-term agreement

• Blyth orchard (approximately 98 hectares) is being leased back

to Mr Apple until the end of the 2027 season

• Mr Apple will provide short-term management services for the

Te Papa orchard

This transaction settled on 30 September 2024. The net cost of

the Bostock and Craigmore transactions was $13.5 million.

The net impact of all transactions on 2024's Underlying earnings

was negligible although we expect these transactions to positively

impact earnings in future periods. We are also delighted to

welcome Profruit into Scales as a wholly-owned subsidiary.

Shareholder Returns

We continue to be conscious of the long-term return to

our shareholders. Shareholders who invested in our IPO

in July 2014 will have achieved a 13 per cent compounded

annual return¹ on funds invested to the end of February

2025. By comparison, an investment in the S&P NZX50

would have delivered a 9 per cent compounded annual

return¹ over the same period.

China Resources

In October 2024, China Resources sold its 15 per cent

holding in Scales due to a change in its strategic direction.

The offering of its shares was over-subscribed by new

and existing institutional and retail investors. All new

shareholders are welcomed to the register. The Board

would like to thank China Resources for its support during

its time as a shareholder and wishes it well for the future.

Strategy

Scales’ Mission

To be the foremost investor in, and grower of, global

agribusinesses by leveraging its unique insights,

experience and access to collaborative synergies.

Scales’ Long-term Goal

To generate a long-run average 12.5 per cent ROCE

across the portfolio.

Corporate and Competitive

Strategies

Our investment pillars determine our portfolio and capital

allocation across 3 key divisions. While all divisions have

different business models, we are able to leverage our

knowledge, partnerships and Group synergies to create

competitive advantages and generate sustainable value

for our stakeholders.

Scales Corporation Limited

08 / Managing Director and Chair's Report

Mission
+

To be the foremost investor in, and grower of, global agribusinesses by leveraging our unique insights,

experience and access to collaborative synergies

Goal

12.5% ROCE

People and

Partnerships

+

People first approach

+

Strong partnerships

across the value chain

+

Leverage our internal

capability and skills

Sustainable Growth

+

Sectors/businesses that

align to long term trends

+

Businesses that are

protecting and preserving

their resources

+

Diversification of

customers/markets/products

Operational

Excellence

+

Ability to add value

through innovation and

efficiency

+

Consistent quality and

service delivery through

knowledge, location and

technology

Customer

Focused Innovation

+

Product leadership -

development of new

products

+

Customer intimacy -

integrated business

planning and customisation

to their specific needs

Product

+

Investment in new petfood

ingredient products

+

Develop broader species

mix in petfood ingredients

+

Investment in new plant

varieties

+

Redevelopment to

position variety mix

towards growth markets

Market/Channel

+

Develop integrated

channels and business

plans with our petfood

customers

+

Enter new markets for

our petfood ingredients

+

Continue to develop

Mr Apple’s brand/sales

channels across Asia

markets

Infrastructure/Systems

+

Investment in new

ERP systems

+

Continual assessment

of orchard/post-harvest

location and infrastructure

+

Investment in new

processing technology/

automation (all divisions)

Resources

+

Develop decarbonisation

roadmaps (all divisions)

+

Improve water

efficiencies (all divisions)

+

Improve orchard

practices to reduce

inputs (Mr Apple)

+

Develop a Group-wide

people strategy

Global ProteinsHorticultureLogistics

Portfolio & Capital Allocation

Investment Pillars

Competitive Strategy

Strategic Update

During 2024 we released a presentation specific to the Global Proteins division. The purpose of the presentation was to provide

detailed information on the petfood industry and our place in it. Areas covered included the growth prospects of the industry, how and

why we are positioned to capitalise on this growth, who the market participants are including suppliers, customers and competitors

and our growth strategy and targets. Lastly, we provided an outlook on the strategic initiatives that will help us deliver on those targets.

Following the completion of the Horticulture and Global Proteins transactions this year, we will be focused on executing on all current

projects and initiatives. This includes increasing margins through the improved variety mix in the Horticulture division, scaling up

volumes and improving efficiencies in our new plants to capitalise on the additional capacity in Global Proteins and implementing new

technology systems and building capability and talent across all divisions.

We will be reviewing our Group capital allocation and divisional strategies in 2025 and, whilst we do not expect a material change to

our strategy outlined below, we may look to refresh some of the targets, including our sustainability metrics.

Managing Director and Chair's Report / 09

Annual Report - Year Ended 31 December 2024

Specific Strategic Targets
Ta r g e tStatus

Group

Financial and operational

• Maintain financial returns in line with, or

above, industry returns

• Continue to seek acquisitive and organic

growth to expand the business

Excellent Progress

• Purchase of orchards and 50 per cent of Profruit from Bostock

• Increased investment made in Meateor Australia

• Sale of orchards to Craigmore

• Other acquisition and internal growth opportunities regularly reviewed

Shareholder returns

• Continue to provide shareholders with an

attractive yield on dividends

• Deliver capital gains and shareholder liquidity

through careful strategic execution

Good Progress

• Interim dividend of 7.25 cents per share paid in January 2025, with second

instalment to be reviewed and advised on in early May 2025

• Group ROCE of 14.5 per cent, above Group target of 12.5 per cent

Sustainability

• Develop Group and divisional sustainability

strategies, including clear goals and targets

• Further develop and evolve our reporting

and measuring of key sustainability aspects

affecting Scales’ businesses

Good Progress

• Second standalone CRD statement to be released in April 2025

• Appointed 2 new roles to the Group with a strong focus on

sustainability initiatives

• On target with Mr Apple’s 5-year people strategy

• Continued progress on our wastewater and regenerative orchard trials

Global Proteins

Increase scale and

expand offering

• Reach $70 million of EBITDA by 2027

• Execute on current initiatives

• Investigate further organic and inorganic

opportunities in the petfood sector

Excellent Progress

• Increased investment in Meateor Australia from 33 per cent to 50 per cent

• Commissioned new toll processing plant in the United States

• Developing a new processing facility in the Netherlands, with commissioning

expected in the first quarter of 2025

• New in-plant collection and cooling system in the United States fully operational

in 2024. Signed agreement for second site, to be developed in 2025

• Increased volumes and yields at Meateor Australia and a move into profitability

during 2024

• Ongoing global growth opportunities being actively investigated

Horticulture

Operational and branding

• Continue to increase market penetration into

Asia

• Continue to develop the Mr Apple brand,

particularly within our key markets of Asia

and the Middle East

• Acquire new Plant Variety Rights (PVRs) to

meet emerging needs

• Redevelop lower-performing orchards and

varieties into higher value crops

Excellent Progress

• Acquisition of approximately 240 hectares of orchards with a high

concentration of Dazzle™ plantings

• Sale of approximately 186ha of less strategically valuable orchards

• Increased proportion of sales made to the Asia and Middle East markets

• Premium volumes accounted for approximately 72 per cent of total export sale

volumes

• A wide variety of marketing and branding initiatives undertaken, particularly

across China and other key Asia markets

• Continued growth in sales of PVRs such as Dazzle™ and Posy™

Logistics

Expand logistics offerings

• Develop scale to utilise the expertise and

capacity within the team

Excellent progress

• Commissioned a new Auckland warehouse and chiller facility

• Record result achieved supported by higher ocean and air freight volumes

• Strategic benefit of being an in-house logistics provider during continued

period of geopolitical tensions

Scales Corporation Limited

10 / Managing Director and Chair's Report

In line with the above strategy, we have made great progress

across our product and market initiatives in all 3 divisions,

executing on several projects including the Bostock transaction,

Meateor Australia investment and commissioning of our new toll

processing site and in plant collection system in the United States.

However, most pleasingly, we are also taking significant steps to

make sure our operating model is fit for purpose to enable this

growth. This includes undertaking our first Enterprise Resource

Planning (ERP) upgrade in the Global Proteins division with the

successful implementation at Meateor New Zealand, making

continuous improvements to our post-harvest systems to improve

efficiency at Mr Apple and building our teams across the globe

through recruitment and also internal development.

Sustainability
Scales is focused on:

• Our broader obligations as a responsible corporate citizen

• The desire of our stakeholders to receive clear reporting on

our environmental footprint and sustainability improvements

• Our ability to better identify and manage all risks (as well

as opportunities) facing the business and align our future

strategic plans

People continued to be a major focus within the Group this

year. We were delighted to appoint 2 new roles to the Group,

being a Chief Risk Officer and a Global Safety Officer. Both of

these positions have a strong focus on sustainability initiatives

across the 3 divisions.

Mr Apple continued to progress its 5-year people strategy

through leadership courses, succession and leadership

planning. The business also worked with the Fijian Government

to employ 15 Recognised Seasonal Employer (RSE) workers

from Fiji’s Kia Island to help rebuild the community after it was

destroyed by a category 5 cyclone a few years ago.

Environmental programmes were also progressed, with Shelby

commissioning a new wastewater plant at Amarillo in the USA,

improving environmental and health and safety outcomes. Mr

Apple re-established the regenerative trial at Kinross orchard,

which had been lost during Cyclone Gabrielle, and has also

introduced a second site at Blyth orchard, with the first results

due in the 2025 harvest.

Our summary sustainability report is presented in the next

section, and we will be publishing our second standalone CRD

statement in April this year. We hope that you will find time to

read both these reports.

Scales’ Team

The true measure of a company is the quality of its people and

we are proud to have a diverse and incredibly talented group

of people who are passionate about what they do. They are at

the heart of our success and the delivery of our strategy.

Their health, safety and wellbeing are our first priority and

we continue to invest in appropriate health and safety

programmes. Feedback is extremely important to us and

improvements of any size or scale are always welcome.

We are also keen to nurture the unique Scales’ culture,

which we believe is one of the strengths of the Group. It

is important to us that every person is treated fairly and

rewarded appropriately. We are committed to being a fair and

inclusive employer by empowering our people and ensuring

opportunities for skills and career development are open to

all, allowing them to develop to the best of their potential.

Everything Scales has achieved this year is down to the hard

work of our people across the Group. They have embraced

changes to, and the growth of, the Group and we would like to

thank them all for their belief, skill and commitment.

Appropriately Incentivising

our Team

Compensation of the Scales’ management team continues

to link remuneration with financial performance as well as

driving a strong health and safety culture and delivering on

our sustainability requirements. It also aligns to retaining

and developing high-performing team members as well as

promoting positive personal performance.

We have therefore maintained a strong incentive-based

remuneration scheme, with shorter term incentives being

balanced alongside long-term business and shareholder

interests. Our remuneration philosophy and analysis of

executive remuneration is detailed more fully in the Corporate

Governance Statement on pages 96 to 116.

Managing Director and Chair's Report / 11

Annual Report - Year Ended 31 December 2024

Income Statement
2024

$000’s

2023

$000’s

Revenue584,627 565,356

Underlying EBITDA91,704 67,514

Underlying EBIT69,251 48,061

Underlying NPAT53,602 38,422

After tax impact of:

Non-cash, NZ IFRS and other adjustments(3,565)(1 3 ,74 8)

N PAT50,037 24 , 6 74

Underlying NPAT Attributable to Shareholders34,291 18,982

NPAT Attributable to Shareholders30,725 5,235

Capital employed4 97, 8 1 6440,958

Return on capital employed14.5%10.8%

Group Financials

Summary

Scales delivered excellent results for the year ended 31 December 2024 with record Underlying NPAT

and record Underlying EBITDA.

Underlying NPAT Attributable to Shareholders was $34.3 million and Reported NPAT Attributable to

Shareholders was $30.7 million. Revenue was $584.6 million and Underlying EBITDA was $91.7 million.

Additional detail of the performance of each division is provided in the Divisional Overview section.

Scales Corporation Limited

12 / Managing Director and Chair's Report

Capital Management
Return on Capital Employed (ROCE) is a measure of how efficiently we are generating a return on our assets. It continues to be an

important performance metric for each division and the Group and is at the heart of how we monitor the performance of the portfolio and

make decisions around capital expenditure. Prior to committing to an investment in assets, we need to be confident that we will generate

a return that meets or exceeds our targets.

ROCE targets vary by division, given each division’s specific asset and risk profiles. In 2024, Group ROCE exceeded our target, with

excellent returns generated by both Global Proteins and Logistics, and with Horticulture on the pathway to improvement following

Cyclone Gabrielle in 2023.

20242023

ROCE

Global Proteins45.3%46.8%

Horticulture5.6%-1 .0%

Logistics54.1%39.4%

Group14.5%10.8%

Target12.5%12.5%

Group capital employed increased compared to last year due to increased investment in Profruit, Meateor Australia and Esro Petfood.

Scales’ Reported basic earnings per share for the year ended 31 December 2024 was 21.6 cents per share (2023: 3.7 cents per

share)

1

. Scales’ Underlying basic earnings per share for the year ended 31 December 2024 was 24.1 cents per share (2023: 13.4 cents

per share).

Financing

Average Net Debt for the year was $34.7 million (2023: $8.9 million), an increase of $26.0 million, with the movement primarily relating

to the Bostock transaction, investment in Meateor Australia, advances to Esro Petfood and capital expenditure. At the end of the year

our Net Cash position was $12.5 million, which was comparable with the prior year (2023: $12.0 million).

Hedging Strategy

As an exporter, we continue to have significant exposure to foreign exchange movements. This is most prevalent in Mr Apple, with our

Global Proteins and Logistics divisions also affected. We also have exposure to movements in interest rates, both on borrowings and

deposits.

Scales has a Board approved Treasury Management Policy, which governs how all foreign exchange, interest rate and related activities

are conducted. This policy is reviewed biennially.

Under this policy we may take foreign exchange cover for Mr Apple for up to 5 years forward using a variety of foreign exchange

instruments (including options and forward contracts). Scales maintains a blend of instruments. In addition, Scales manages the cover

levels for seasonal and market variations for future years.

We continue to have a natural hedge covering some of our US dollar exposure as international shipping is payable in US dollars. We

take cover on the remaining expected net US dollar, Euro, British pound and Canadian dollar exposures.

In general, Global Proteins and Logistics take foreign currency cover once exposures have been confirmed.

The average conversion rate of Mr Apple’s main foreign

currency exposures since 2021 were as noted below.

2024202320222021

USD.6364.6515.6588.6697

EUR.5414.5452.5449.5455

GBP.4770.4912.4962.5027

CAD.8468.8407.8597.8651

Foreign currency

In 2024, Mr Apple’s net foreign currency

exposures were as shown below.

Euros 12%

Canadian dollars 2%

US dollars 78%

British pounds 8%

¹ Based on the weighted average number of ordinary shares.

Managing Director and Chair's Report / 13

Annual Report - Year Ended 31 December 2024

The hedging position for Mr Apple’s 2 main foreign currency exposures, as at 28 February 2025, was:
20252026202720282029

USD

% cover of expected exposure100%88%68%54%53%

Average rate of cover.6255.6033.5837.5875.5960

EUR

% cover of expected exposure100%100%64%60%36%

Average rate of cover.5435.5296.5384.5153.5108

Interest rates

In addition, we take out interest rate swaps and forward rate agreements, which provide some certainty on interest costs on Scales’

long-term and short-term borrowings. We have historically funded offshore investments via term debt in the currency of the investment.

This provides an investment hedge. As at 31 December 2024 our US dollar term debt was 47 per cent hedged by interest rate swaps.

Dividend

A final 2023 fully imputed cash dividend of 4.25 cents per share (a gross amount of 5.90 cents per share) was paid on 12 July 2024.

Together with a 2023 interim dividend of 4.25 cents per share (a gross amount of 5.90 cents per share) that was paid on 18 January

2024, this brought the annual dividends for 2023 to a total of 8.50 cents per share (a gross amount of 11.81 cents per share).

A fully imputed initial interim 2024 cash dividend of 7.25 cents per share (a gross amount of 10.07 cents per share) was declared on

4 December 2024 and paid on 17 January 2025. We will review, and advise on, a final dividend for 2024 in early May 2025.

As always, any dividend is subject to Board approval. It is standard practice for the Directors to consider all aspects of the Group’s

performance and financial position prior to declaring any dividend. Total dividends are expected to be split approximately evenly

between interim and final, and to be between 50 per cent and 75 per cent of Underlying NPAT Attributable to Shareholders.

It is noted that, due to the increasingly offshore nature of the Group’s earnings, it is likely that dividends after the 2024 financial year will

be partially, rather than fully, imputed.

Capital Expenditure

Capital expenditure in 2024 was $19.0 million, an increase of $1.9 million on the prior year (2023: $17.1 million).

Considerable investment was made in margin improvement projects at Mr Apple, such as the ongoing orchard redevelopment

programme. Other material capital expenditure related to capital works at Shelby in respect of the new in-plant collection and cooling

system and sustainability improvements.

2024

$000’s

2023

$000’s

Operational capital expenditure

Global Proteins1,606 2,622

Horticulture4,401 2,291

Logistics938 234

Other19 137

Total operational capital expenditure6,964 5,284

Margin sustainability capital expenditure

Horticulture6,951 944

Total margin sustainability capital expenditure6,951 944

Growth capital expenditure

Global Proteins4,066 3,535

Horticulture- 210

Total growth capital expenditure4,066 3 ,74 5

Cyclone capital expenditure

Horticulture1,060 7,1 6 2

Total Cyclone expenditure1,060 7,1 6 2

Total capital expenditure19,042 17,1 3 5

Scales Corporation Limited

14 / Managing Director and Chair's Report

Outlook
We were pleased to report that our 2024 earnings were towards the top end of our market guidance. The Group’s financial position

remains strong and we continue to explore new growth opportunities, both internal and external.

Whilst we expect some geopolitical uncertainty to remain throughout 2025, within the Global Proteins division we expect the strong

financial performance will continue. Meateor Australia and Esro Petfood will continue to progress through their start-up phases and

we expect Esro Petfood to join Meateor Australia into profitability by the end of the year.

Within Horticulture, picking and packing has commenced for the 2025 season, with initial crop indications being positive. A crop of

around 3.4 million TCEs is forecast, and we expect a higher proportion of Premium apples within that crop. Pricing is also forecast

to be positive due to several factors including the improving variety mix, larger apple size and favourable movement in exchange

rates. Profruit is also currently experiencing positive demand.

We expect Logistics to continue to perform well, despite the ongoing geopolitical uncertainty that is expected to affect trade routes

and market stability.

On behalf of the Board, we would like to thank all our management and staff, fellow Directors, suppliers, customers and other

stakeholders for their hard work, support and commitment in our 113th year of trading.

Mike Petersen

Chair

20 March 2025

Andy Borland

Managing Director

Managing Director and Chair's Report / 15

Annual Report - Year Ended 31 December 2024

Sustainability
Report

Scales Corporation Limited

16 / Sustainability Report

Materiality
Considering the views and perspectives of Scales’ internal and external stakeholders is

important to us, which is why Scales has committed to periodically conducting materiality

assessments. We define materiality through the Global Reporting Initiative (GRI) framework

of double materiality, which considers both financial and non-financial impacts to a wider

stakeholder group.

Our last assessment was conducted in 2021 by thinkstep-anz. This assessment gave us an

extensive list of materiality topics, which we then narrowed down to key areas as noted below.

We will update our materiality assessment in 2025 prior to our strategic refresh later this year.

1

Owned, leased and third party

People

People affordability

Labour security

Health, safety and

labour practice

Marketplace

Market access

Consumer preferences

Innovation

Regulation

Environment

Water management

Carbon emissions

Climate conditions and

weather events

Biodiversity

Corporate

Brand reputation

Scales FY24 Sustainability Report

2024 was a more positive year for the Scales teams following the

weather challenges of 2023. There has been a strong focus on our

people and resources to enable ongoing recovery, particularly within our

Horticultural division. We continue to work on our sustainability initiatives

through education, customer conversations and the appointment of

2 new roles. By understanding the requirements of our customers,

investors and shareholders we can ensure we are developing a strategy

that captures the views of our wider stakeholder group.

Scales will publish its second Climate-Related Disclosure (CRD) report

in April 2025 (https://scalescorporation.co.nz/sustainability).

2024 sustainability snapshot:

• Completed our second mandatory CRD report

• Appointed a new role, Chief Risk Officer focused on health, safety and

wellbeing, compliance and sustainability across the Group

• Appointed a new role, Global Safety Officer to support management of

collaboration and consistency of health, safety and wellbeing across the Group

• First full year of our regenerative planting trial on 2 Mr Apple orchards

• Targeted employment of 15 Fijian RSE workers from Kia Island to assist

with redevelopment after their village suffered devastating impacts from

a category 5 Cyclone

615

Permanent

staff members

48 years

Longest serving

employee

39

Operational sites

1

>1, 200

RSE workers

35%

Permanent

female staff

42%

Female senior

leadership /

management staff

Sustainability Report / 17

Annual Report - Year Ended 31 December 2024

People
PillarPurpose2024 initiatives 2025 goals

People & culture

digitalisation

Automation of

people processes

and transactional

people activity.

Commenced Phase I of moving our RSE

recruitment and RSE logistics teams to a

more automated way of working via AirTable.

The aim is to reduce transactional activity,

reduce human error and develop a more

efficient flow of data to internal and

external customers.

Phase II of the RSE operations automation.

Continue to expand on digitisation to our RSE logistics

team with a particular focus on worker productivity.

Attraction & retention

Create and launch a

brand narrative that

aligns to our Employee

Value Proposition, builds

authenticity and trust with

the employee’s voice and

connects to talent with

data driven insights by

connecting with schools,

polytechnics, universities

and other bodies to sell

the story of horticulture.

Targeted recruitment from Kia Island in

2024 to support the community to rebuild

after category 5 Tropical Cyclone Yasa in

2020 that devastated the tiny island on Fiji’s

northern coast off Vanua Levu.

Rebuilding of the island is progressing well

with a gratitude video sent to Mr Apple from

the headman of Yaro Village to highlight the

positive impact the partnership with Mr Apple

has had on the people and their community.

RSE: Partner with the Government of Papua New

Guinea (PNG) to identify communities that could

benefit from working with Mr Apple, specifically apple

growers in the highlands of Morobe Province. We will

plan with the PNG Government to bring workers from

this community to Mr Apple to be part of our orchard

team in spring 2025.

A training programme will be developed to support the

workers in their horticultural aspirations in their province.

Communications: Expand our internal

communications strategy, which will have a strong

focus on regular CEO and Senior Leadership updates

in addition to the intranet and company magazines.

Engagement: Deliver identified people initiatives

by team, department and company based on the

annual engagement survey results.

Leadership

development

Identify and develop the

skills of current and future

leaders to ensure there is

a strong pipeline of talent

and a positive culture.

Invested in our high performing and high

potential staff, upskilling through coaching

conversations and running a total of 121

coaching sessions.

Piloted the new Mr Apple Safety Leadership

Programme across the senior management

group including the launch of the new Mr

Apple Safety Vision and Safety Values.

People Leadership: Targeted mid-senior level staff

to be part of the customised Mr Apple Leadership

Programme, which aims to upskill leadership skills.

Deliver modified Dignity & Respect (ethics)

workshops to staff.

Safety Leadership: Roll out of the safety initiatives

identified in the safety roadmap, which includes

rollout of the Safety Leadership Programme.

Succession

planning & talent

development

To ensure that Mr Apple

continues to run smoothly

and without interruption

after critical talent move

on to new opportunities,

retire or other.

Completed mapping talent using the 9

Box methodology for all permanent staff

and completed succession plans for over

15 critical roles utilising our online people

system (ELMO).

Deliver workshops to upskill people managers on how

to drive and measure high performance in their team.

Embedding people processes in ELMO, which includes

upskilling for all staff to optimise the benefits of

automated processes.

Performance

& reward

management

Develop a framework to

improve performance

measurement and

monitoring, and drive a

high-performance culture.

Introduced a pay-for-performance model,

implemented pay principles and automated

the end of year remuneration process.

Implementation of the performance and

reward management framework via our Human

Resources Information System (connected to our

pillar of Digitisation).

Career pathways &

personal development

Helps employees to grow

and shape their careers

on their competencies

and interests.

Created and piloted the first Mr Apple

Horticulture Development programme with

a pilot group of 12 employees. The in-house

program provides individuals from across

our orchard and post-harvest divisions

with the opportunity to upskill and enhance

their knowledge of the different elements of

growing, packing and exporting our apples.

To deliver the Mr Apple Horticulture Development

programme for a second year which will include a

new selected team.

Mr Apple People Strategy

As the largest employer across Scales Group, with over 350 permanent staff and over 2,000 staff at peak season, it is important for

Mr Apple to attract and retain staff, to create a positive work culture and drive high performance.

Mr Apple implemented a 5-year people strategy in 2022, making great progress within the last 3 years and delivering on its yearly targets.

Scales Corporation Limited

18 / Sustainability Report

Emerging Leaders Group
Scales has established an emerging leaders group. The

purpose of the group is to connect emerging leaders across

Scales, to discuss challenges and opportunities across our

divisions, as well as giving more visibility to Scales’ group

strategy, access to Directors and other industry leaders.

Health & Safety

Health, safety and wellbeing continues to be a top priority for

Scales and, with the evolution across the business units, Scales

made the decision to appoint a new role of a Global Safety

Officer who will oversee health, safety and wellbeing across the

Group. This will provide collaboration, support, alignment and

consistency across these areas, for all Scales businesses.

The Mr Apple team worked together to develop a safety vision

and specific safety values last year (“Connected in Safety, Trust in

Safety and Leaders in Safety”) and will implement these in 2025.

The Mr Apple team will work with other business units to develop

a vision and values relevant to their teams and environments.

Community

Mr Apple continues to support the community through

the following initiatives:

• Partner of the New Zealand Olympic Team

• Planting 1,000 native trees along the Karamu Stream

• Provided 50 volunteers to help plant 3,500 natives at

Maraekakaho Stream, run by Focus Maraekakaho and

Hawke’s Bay Regional Council

• Provided the Measles, Mumps and Rubella (MMR)

vaccine to 300 RSE workers so they are protected

when they return home

• Kia Island rebuild initiative post cyclone Yasa

• Corporate sponsor of Toitū Te Reo, which was the

“world first Māori language and culture festival” in

Hastings. This was led by local Iwi Ngāti Kahungunu

in partnership with Hastings District Council and

Kauwaka. The event received funding support from

local businesses, of which Mr Apple was one

RSE Highlight

Mr Apple’s RSE strategy is focused on partnering with Pacific Island Governments to develop recruitment plans that meet the

goals of workers, Pacific communities and Mr Apple. Mr Apple endeavours to maintain strong bilateral links with the Governments

from the 7 Pacific Island countries it employs from and is exploring ways to enhance the strength of these partnerships.

When Mr Apple was looking to employ more seasonal workers from Fiji under the RSE Scheme it asked the Fijian Government

if there were any communities that needed support. They were taken to Kia Island where category 5 Tropical Cyclone Yasa had

destroyed most of the homes in Yaro village. Between March and October 2024 Mr Apple employed 15 workers from Kia Island

who have all returned to Yaro to build houses that are more cyclone resilient.

Mr Apple at the Commonwealth Heads of Government Meeting (CHOGM)

In 2024 Mr Apple was invited to, and participated in, a roundtable discussion on sustainable labour mobility, skills migration and

regional collaboration as part of the Commonwealth Business Forum at CHOGM, held in Apia in October 2024.

Sustainability Report / 19

Annual Report - Year Ended 31 December 2024

AA+ rated certification to BRCGS
Global Standard Food Safety

(Issue 9) benchmarked to the

Global Food Safety Initiative (GFSI)

Sedex Members Ethical Trade Audit

Walmart customer standard for

Food Security

Tesco, Costco, Albert Heijn, Delhaize

and FairPrice customer standards

OECD Grade Assurance Scheme

New Zealand Secure Export Scheme

Biogro Organic Certification for

handling organic product

Ecovardis, measuring environmental,

social and ethical performance

GLOBALG.A.P. (Version 6),

benchmarked to GFSI. This covers

food safety, traceability, biodiversity,

water management, sustainability,

nutrition and plant protection, worker

health & safety and welfare

GLOBALG.A.P. Risk Assessment on

Social Practice, covering workers’ voice,

human and labour rights information and

human and labour rights indicators

LEAF Marque, an environmental

assurance scheme from Linking

Environment and Farming, which

recognises sustainably farmed products

Official Assurance Programmes,

which describe the phytosanitary

requirements of an importing country,

for Taiwan, China, Thailand, Japan

and the United States

With a global market presence Scales, as a diversified agribusiness, focuses on assuring customers that our

business units can competently and comfortably meet or exceed market access and assurance requirements.

Our strategy outlines that we will leverage our internal capability to share knowledge and experience and to

support each division in obtaining all the certifications sought by their customer base.

Scales will continue to invest in our people, systems, infrastructure and processes to produce safe and

sustainable products.

Certifications and Audits

Completing sustainability audits is essential for promoting transparency, accountability, and continuous improvement in an

organisations’ sustainability performance. Accordingly, several of our business units are also engaged in the following programmes:

Marketplace

Scales Corporation Limited

20 / Sustainability Report

Climate-Related Disclosures
In 2024 Scales has continued to educate our business units

on the CRD regime. These requirements are now built into our

business-as-usual practices and are being integrated into our

strategic frameworks.

Scales completed a scope 3 carbon emissions screening

exercise with consultants. This was a valuable process that

enabled us to understand and confirm the key sources of

emissions to ensure we will meet the future audit requirements.

It is evident how important understanding and recording

emissions data is, not only for the CRD report, but for our

customers as well. During the last year we have received an

increase in requests from customers on our emissions and

what our environmental targets are for the future. Although

we have not yet set Group targets, we have made significant

inroads during 2024 and are in a good position to set our

targets in 2025.

Shelby

Shelby has completed a number of environmental initiatives

over the past 24 months, which have led to sustainability and

health and safety improvements in its Amarillo plant including:

• installing internal LED lights

• upgrading the refrigeration compressors to improve

efficiency in the plate freezers

• installing a new high efficiency boiler

• investing in a frozen block splitter to improve safety

Furthermore, Shelby has replaced its old on-site wastewater

treatment system with a new system, improving the water

quality that is sent back to Amarillo city from the plant. This

new system is also a major health and safety improvement

for the Amarillo site as employees previously had to manually

remove solids each shift.

Mr Apple Regenerative Trial

Mr Apple continues to focus on its eco-system health, pest

and disease strategy with its regenerative planting trials.

The first trial began on Kinross orchard in 2022, which was

unfortunately washed away by Cyclone Gabrielle. However, Mr

Apple restarted the trial in December 2023 reinstating Kinross

orchard and starting Blyth orchard with four treatments on

each, including different inter-row and intra-row practices.

The potential benefits looking to be proved are increased

soil organic matter (carbon), improved nutrients and water

holding capacity. These benefits are expected to improve

drainage, the overall health of the trees and reduce inputs.

Mr Apple will monitor soil nutrient levels and soil carbon

retention as well as the nutrient levels of the fruit and

complete testing in early 2025. This will give us baseline

data for comparison of soil characteristics with fruit

quality, which will then be tested in mid-2025. This will be a

longitudinal trial that we report on as it progresses.

To date we have seen no adverse effects on fruit size and initial

testing has shown some positive soil and fruit changes:

• Elevated nitrogen levels (without applying synthetic fertiliser)

in the fruit

• Improved calcium fruit levels on the Dazzle™ trial (improves

storageability of the fruit)

• Improved nutrient ratios in the fruit, which should lead to

improved internal quality (we will confirm this with laboratory

tests over the next few years)

• Lift in fungal association around the roots, which is a key

indicator of soil health for apples

An unexpected benefit to date has been wider industry

interest in our trials.

Mr Apple has now begun internal staff training to ensure its

orchard staff understand what is required and the benefits we

anticipate from this way of planting. Once more data around

yield and profitability is available, further training and rollouts

will be discussed.

Environment

Sustainability Report / 21

Annual Report - Year Ended 31 December 2024

Divisional
Overview

Scales Corporation Limited

22 / Divisional Overview

This section provides a summary of each of our 3 operating divisions, including their performance
and key operating statistics. In line with our Group results, we focus on the Underlying financial

performance of our business divisions, excluding certain non-cash NZ IFRS and other adjustments.

*Equity accounted.

** Fully consolidated into Scales’ financial results, with Shelby non-controlling interest of $19.3 million deducted from NPAT (2023: $19.4 million).

Shelby Foods

**

Petfood ingredients,

United States

(60%)

Fayman

*

Edible proteins, Australia

(50% Fayman International

/ 42.5% ANZ Exports)

INTERNATIONAL GROUP

Esro Petfood

*

Petfood ingredients,

Belgium and the Netherlands

(50%)

Meateor NZ

*

Petfood ingredients,

New Zealand

(50%)

Meateor Australia

*

Petfood ingredients,

Australia

(50%)

Meateor International

**

Petfood ingredients supplier,

Australia & other markets

(100%)

Global Proteins

Overview

Our Global Proteins division converts agricultural by-products into valuable food and petfood ingredients.

The division comprises 6 business operations:

Meateor NZ

50 per cent ownership of a petfood

ingredients business with processing

plants in Whakatu and Dunedin

Meateor International

100 per cent ownership of a supplier

of petfood ingredients from Australia

and other markets

Shelby

60 per cent ownership of a United

States petfood ingredients business

with owned and toll-processing

plants in Texas, Kansas and Iowa

Fayman

50 per cent ownership of the

Australian operations of Fayman

International and 42.5 per cent

ownership of ANZ Exports, a global

exporter of edible proteins sourced

principally from Australia

Meateor Australia

50 per cent ownership of a petfood

ingredients business with a

processing plant in Melbourne

Esro Petfood

50 per cent ownership of petfood

ingredients business with processing

plants in the Belgium and the

Netherlands (under construction)

Divisional Overview - Global Proteins / 23

Annual Report - Year Ended 31 December 2024

20242023
Key Operational Metrics

Petfood ingredients volume soldMT152,149 1 3 7, 47 7

Edible proteins volume soldMT1 0 9 ,74 2 85,900

Financial Performance$000's$000's

Global Proteins revenue266,791 298,547

Underlying Global Proteins EBITDA 55,353 54,520

Depreciation and amortisation(1,652)(791)

Depreciation of right-of-use assets(69)(66)

Underlying Global Proteins EBIT53,632 53,662

Global Proteins EBITDA 52,987 52,245

Global Proteins EBIT51,266 51,388

Capital employed115,989120,848

ROCE45.3%46.8%

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

Operational and Financial Performance

The table below outlines key operational metrics and the summarised financial performance for Global Proteins.

Volumes Sold (MT 000s)

202020212022

1

2023

2

2024

3

115.7

149.2

158.6

1 3 7. 5

85.9

152.1

109.7

Edible ProteinsPetfood Ingredients

1

2022 edible protein volumes are for a 2 month period

2

2023 petfood ingredient volumes exclude those sold at Meateor Australia and Esro Petfood

due to low volumes, both of which were operational by the end of 2023

3

2024 petfood ingredient volumes include 100% of petfood ingredient volumes from relevant

businesses (i.e. total petfood ingredient volumes controlled directly and indirectly by Global

Proteins) but excludes inter-company sales. Inter-company sales were not excluded in prior

years due to immaterial volumes

Operational Summary

Global Proteins produced a strong result during a

period of transition. Petfood ingredients volumes

increased 11 per cent whilst edible proteins volumes

increased 28 per cent.

There was strong volume growth in New Zealand,

Meateor Australia and Esro Petfood as well as in the

edible proteins business.

Scales Corporation Limited

24 / Divisional Overview - Global Proteins

1
Margins may differ slightly from previously reported numbers due to adjustments made to reflect the true operational performance of the petfood ingredients businesses.

Financial Summary

There was a decrease in revenue of 11 per cent compared to last year, to $266.8 million (2023: $298.5 million), primarily related to the

transition of Meateor International. However, Underlying EBITDA increased 2 per cent to $55.4 million (2023: $54.5 million) and the

division’s profit margins also increased compared to 2023.

There was a consistent performance by Shelby whilst it sets up for the next stage of its growth. Meateor Australia and Esro Petfood

continue to progress through their respective start-up phases, with Meateor Australia operating profitably during 2024 and Esro

expected to move into profitability by the end of 2025.

Margin Performance

The graph below shows the growth in unit revenue and Underlying EBITDA for petfood ingredients over the last 5 years.

Petfood Ingredients Revenue and Underlying EBITDA/kg

1

.

EBITDA / kg (rhs)Revenue / kg (lhs)

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

20242020202120222023

Revenue and margin per kilogram of

volume sold within our petfood ingredients

businesses decreased slightly compared

to last year primarily due to increased

volumes from Meateor Australia and Esro

Petfood whilst they continue through

their start-up phases. However, there

was a consolidation of gains in margin

improvements in other businesses during

2024 and a continued positive movement

in product mix towards beef during the year.

Divisional Overview - Global Proteins / 25

Annual Report - Year Ended 31 December 2024

Current Initiatives
During 2024, the Global Proteins division continued to make significant progress towards its strategic goal of generating $70 million

of EBITDA by 2027. There are 9 key strategic initiatives that are being developed within the division, which we believe will help the

division deliver its target.

Projects that are nearing completion included:

Construction of a new toll processing plant in the United States:

This was commissioned towards the end of 2024.

Construction of a new processing facility in the Netherlands:

Commissioning of this facility is anticipated in the first quarter of 2025.

A product blending project in the United States:

Customer audits and specifications are complete with commercial loads now being delivered.

Construction of a new in-plant collection and cooling system in the United States:

This plant was fully operational in 2024.

Meateor Australia:

Increases in volumes and yields were achieved and the business moved into profitability during 2024.

2025

Outlook

We expect the Global Proteins’ strong financial performance to continue in 2025. The division continues to progress opportunities

and projects, and these are expected to contribute positively in future years.

We look forward to providing further updates on the division’s strategic, operational and financial progress.

New processing facility under construction in the NetherlandsInside the new toll processing plant in the United States

Other projects that are ongoing include:

Planning for a second in-plant collection and cooling system in the United States:

A contract has been signed and this system is expected to be operational in 2026.

Scaling up of our fish and poultry presence in the United States

Finalising plans for a second European site

Assessing options for additional capacity in New Zealand

These initiatives are taking place across all our current geographical locations and include a variety of project types. We are excited

by these opportunities and look forward to updating you on our progress in 2025.

Scales Corporation Limited

26 / Divisional Overview - Global Proteins

Overview
Our Horticulture division comprises:

Horticulture

Mr Apple

New Zealand’s largest fully

vertically integrated apple

business, based in Hawke’s Bay

Fern Ridge

A fresh produce exporter in

Hawke’s Bay

Profruit

A manufacturer of high-quality apple,

kiwifruit and pear juice concentrates,

located in Hawke’s Bay

During 2024, we operated 2 packhouses. Each of our packhouses is equipped with high-speed optical grading machines.

Mr Apple also operates 6 coolstores.

Divisional Overview - Horticulture / 27

Annual Report - Year Ended 31 December 2024

Financial Performance and Key Operating Statistics
Financial Summary

The table below shows the financial performance of our Horticulture division for 2024 and 2023.

2024

$000's

2023

$000’s

Horticulture revenue248,875 209,939

Underlying EBITDA

Mr Apple29,768 11,286

Fern Ridge1,624 1,786

Profruit6,302 1,762

Underlying Horticulture EBITDA3 7, 6 9 4 14,834

Depreciation and amortisation(11,182)(9,687)

Depreciation of right-of-use assets(8,366)(8,071)

Underlying Horticulture EBIT18,146 (2,923)

Horticulture EBITDA3 7, 9 3 2 4,493

Horticulture EBIT18,800 (13,265)

Capital employed336,059292,615

ROCE5.6%-1 .0%

NB: A reconciliation of Underlying to Reported measures follows this Divisional overview section.

Improved apple volumes, quality and average prices helped Horticulture return towards a more normal financial performance level in

2024. Its integrated business model, an increased focus on Premium varieties and overall variety mix also proved beneficial.

Profruit delivered an exceptional performance assisted by a high level of processed and exported volumes.

Scales Corporation Limited

28 / Divisional Overview - Horticulture

Divisional Overview - Horticulture / 29
Annual Report - Year Ended 31 December 2024

20242023202220212020
Orchard

Total planted orchard (at time of harvest)¹Ha.1,0951,150 1,167 1,201 1,186

Fully mature equivalent planted orchardHa.9821,050 1,024 1,050 1,028

Apples picked (Mr Apple orchards)TCE 000s3,833 3,872 4,281 4,757 5,119

Apples packed (Mr Apple + external growers

(Hawke's Bay))

TCE 000s3,499 3,330 3,960 4,430 4,858

Exported volume

Mr AppleTCE 000s3,033 2,733 3,324 3,651 3,915

External growersTCE 000s1,094 1,187 1,256 1,332 1,824

To t a l

TCE 000s

4,126 3,920 4,580 4,983 5,739

Mr Apple packout %%79%71%78%77%76%

Total NZ productionTCE 000s19,052 1 7, 2 6 4 18,777 19,666 22,199

Mr Apple own grown volume share of NZ production%15.9%15.8%17.7 %18.6%17. 6 %

Profruit

Juice concentrate soldlitres 000s7,78 5 5,783 5 ,74 8 6,497 6,544

Volumes increased significantly in 2024 following the remediation of our Cyclone-damaged orchards:

• Gross production was in line with prior year at 3.83 million TCEs (2023: 3.87 million TCEs)

• Own-grown export volumes were up 11 per cent to 3.03 million TCEs (2023: 2.73 million TCEs)

• Total exported volumes, were up 5 per cent to 4.13 million TCEs (2023: 3.92 million TCEs)

The national apple crop grew compared to the prior year, with an increase of 10 per cent. Mr Apple continued to contribute significantly

to the national apple crop in 2024, with production from its owned and leased orchards accounting for 15.9 per cent of New Zealand’s

apple exports (2023: 15.8 per cent).

At Profruit, strong demand and increased supply contributed to a record volume of juice concentrate produced and sold by the

business of 7.8 million litres, a 35 percent increase on the previous year (2023: 5.8 million litres). We are delighted to welcome Profruit

as a wholly-owned subsidiary and look forward to working closely with them.

Orchard Statistics

We continue to monitor and report against various operating statistics, a selection of which are noted below:

¹ Planted orchard at the end of the year was 1,191 hectares (2023: 1,086)

Scales Corporation Limited

30 / Divisional Overview - Horticulture

Volumes and Prices
Volumes and prices (on an NZD FOB basis) for 2024 and 2023 are noted below.

Volumes by Variety (TCE 000s)20242023

Premium Varieties

NZ QueenTCE 000s494 337

Pink LadyTCE 000s332 249

Red Sports (Fuji and Royal Gala)TCE 000s876 820

Dazzle™ & Posy™TCE 000s392 269

OtherTCE 000s92 68

To t a lTCE 000s2,186 1,742

Growth%25%(21%)

% premium72%64%

Traditional varieties

BraeburnTCE 000s134 263

Royal GalaTCE 000s316 265

OtherTCE 000s397 463

To t a lTCE 000s847 991

Growth%(15%)(12%)

Total Mr Apple owned and leased orchardsTCE 000s3,033 2 ,733

Growth%11%(18%)

Prices by Variety (NZD / TCE (FOB))

Weighted average price for premium varietiesNZD / TCE 45.6 44.1

Weighted average price for traditional varietiesNZD / TCE 3 7. 6 33.5

Total weighted average priceNZD / TCE 43.4 40.3

Volumes of Premium varieties were up 25 per cent in 2024, with volumes of Traditional varieties down 15 per cent. Accordingly, the

proportion of Premium apple volumes increased from 64 per cent in 2023 to 72 per cent in 2024, in line with our strategy. There was

growth across all Premium varieties but, pleasingly, there was significant growth in Dazzle™, Posy™ and NZ Queen.

There was an increase in prices for both Premium and Traditional varieties, aided by positive market sentiment, improved fruit quality

and favourable exchange rates. It was also assisted by in-market support and promotion activities across Asia & Middle East to further

build the Mr Apple, Dazzle™ and Posy™ brands.

Divisional Overview - Horticulture / 31

Annual Report - Year Ended 31 December 2024

Movement in Premium Volumes by Variety (TCE 000s)
NZ QueenPink LadyDazzle™ & Posy™High Colour Fuji & Royal GalaOther

2,500

2,000

1,500

1,000

500

0

2023202420222021202020192018201720162015

1,742

2,186

2,196

2,366

2,238

2,161

1,901

1,616

1,656

1,454

Mr Apple Own Export Volume (TCE 000s)

Premium VarietiesTraditional VarietiesPremium volumes as % of total

2,500

3,000

3,500

4,000

2,000

1,500

1,000

500

0

50%

60%

70%

80%

40%

30%

20%

10%

0%

3,155

3,546

3,545

3,867

3,822

3,915

3,651

3,324

2,733

3,033

2023202420222021202020192018201720162015

Scales Corporation Limited

32 / Divisional Overview - Horticulture

Premium VarietiesTraditional Varieties
3,000

4,000

2,000

1,000

0

202020222021202320242025F2026F2027F

3,915

3,324

3,651

2,733

3,033

3,400

3,500

3,700

Forecast Volumes

We estimate that Premium varieties will account for around 80 per cent of export volumes by 2027, as a result of the acquisition

of the Bostock orchards as well as the ongoing Mr Apple orchard redevelopment programme. The graph below depicts our actual

apple volumes from 2020 to 2024 and our forecast volumes from 2025 to 2027.

Markets

Our apples are sought after around the world, with Mr Apple selling to approximately 124 customers in around 33 countries.

We continue to grow the strategically important Asia and Middle East markets, which accounted for approximately 79 per cent

of export sales volumes in 2024 (2023: 77 per cent).

EuropeNorth AmericaUKAsia & Middle East

Mr Apple - Sales by Region (TCEs)

2023

3%

8%

77%

12%

2024

3%

8%

79%

10%

Divisional Overview - Horticulture / 33

Annual Report - Year Ended 31 December 2024

Marketing and Branding Developments
In addition to development of the Mr Apple brand, our

emphasis is on the development of high value variety brands

such as Dazzle™, Posy™, and Diva™, which achieve significantly

higher NZD FOB prices than traditional apples. Development

of these varieties was accelerated during 2024 as a result of

the acquisition of the Bostock orchards as well as the ongoing

orchard redevelopment programme at Mr Apple.

To support the brands, Mr Apple’s marketing team undertook

a variety of marketing and branding activities in China and

other key Asia markets during 2024.

These activities included:

• Retail sampling programmes to drive sales velocity and

communicate our brand story direct to consumers

• Point of sale materials and branded packaging to achieve

premium retail prices

• Social media presence on all major platforms in each key

market, using paid advertising and social influencers to drive

reach and recommendation

• In-market events and sponsorships to engage our target market

In addition, Olympian Zoe Hobbs, the New Zealand track and field sprinter and Oceania record holder for the 60 and 100

metres, is now a brand ambassador for Mr Apple Dazzle™ apples.

2025

Outlook

Picking and packing has commenced at Mr Apple for the 2025 season, with initial crop indications being positive. An export crop of

around 3.4 million TCEs is forecast, which includes a higher proportion of Premium varieties following the Bostock and Craigmore

transactions. This forecast volume also includes the impact of orchard redevelopment and the relinquishment of a small number of

leases of underperforming orchards during the year.

Pricing is also forecast to be positive due to several factors including the improving variety mix, larger apple size and favourable

movement in exchange rates.

Profruit is also currently experiencing positive demand.

Zoe Hobbs, ambassador for Dazzle™

Scales Corporation Limited

34 / Divisional Overview - Horticulture

Influencer in VietnamPosy™ mini-show launch in Guangzhou
Taipei Dragons baseball team sponsorship by Dazzle™Dazzle™ by Mr Apple sampling at a Hema supermarket, China

Metro Train advertising in Taipei

The following pictures illustrate some of the marketing and branding undertaken and events held.

Divisional Overview - Horticulture / 35

Annual Report - Year Ended 31 December 2024

Operational and Financial Performance
The key operational metrics and the summarised financial performance for the Logistics division for 2024 and 2023 are shown below.

20242023

Key Operational Metrics

Ocean freight volumeTEUs30,068 26,010

Airfreight volumeMT7, 6 1 5 4,464

Financial Performance$000's$000's

Revenue98 ,797 92,568

Underlying Logistics EBITDA 6,884 4,281

Depreciation and amortisation(293)(23 4)

Depreciation of right-of-use assets(731)(4 93)

Underlying Logistics EBIT5,860 3,555

Logistics EBITDA 6,884 4,281

Logistics EBIT5,860 3,555

Capital employed11,17110,499

ROCE54.1%39.4%

Logistics produced a record result in 2024. Revenue was up 7 per cent to $98.8 million (2023: $92.6 million) and Underlying EBITDA

was up 61 per cent to a record $6.9 million (2023: $4.3 million).

Both ocean freight and airfreight volumes were up on last year, at 16 per cent and 71 per cent respectively. The new Auckland

warehouse and chiller facility has been beneficial, processing a strong level of air freight volumes. Air freight volumes were also

positively impacted by an expected one-off customer project.

The division continues to prove its strategic value to both internal and external customers.

2025

Outlook

Logistics is expected to continue to perform well and to continue to provide a valuable service to both internal and external customers

despite the ongoing geopolitical uncertainty that is expected to affect trade routes and market stability.

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

Overview

The services of Scales Logistics include:

• Ocean freight services to exporters and importers of perishable products, with offices in

Auckland, Christchurch, Tauranga, Hawke’s Bay and Melbourne

• Air freight services, including chiller and warehousing facilities in both Christchurch and Auckland

Logistics

Scales Corporation Limited

36 / Divisional Overview - Logistics

Divisional Overview - Logistics / 37
Annual Report - Year Ended 31 December 2024

GroupGlobal Proteins
2024202320242023

$000's$000's$000's$000's

Underlying EBITDA (excluding NZ IFRS 16)79,366 55,940 55,250 54,441

NZ IFRS 16 Leases12,338 11,736 103 78

NZ IFRS 16 Leases - renewal reassessment -(162) - -

Underlying EBITDA (including NZ IFRS 16)91,704 67,514 55,353 54,520

Other adjustments:

(Impairment) of non-current assets(2,490)(3,353) - -

Impairment of goodwill -(8,531) - -

Cyclone Gabrielle - net costs and proceeds183 901 - -

Gain on sale of Blyth & Te Papa orchards4,934 - - -

Equity settled employee benefits(710)(4 56) - -

NZ IFRS 16 Leases - renewal reassessment -162 - -

Fayman acquisition entries(1,606)1,176 (1,606)1,176

Profruit acquisition entries(781) - - -

Equity accounting losses not recognised1,755 670 1,755 670

Change in fair value gain on apple inventory(1,139)480 - -

Change in gross liability for non-controlling

interests and joint venture options

(2,515)(4,121)(2,515)(4,121)

Transaction costs(1,241)(767) - -

Reported EBITDA88,093 53,676 52,987 52,245

Underlying EBIT (excluding NZ IFRS 16)66,198 45,198 53,597 53,650

NZ IFRS 16 Leases3,053 3,025 35 12

NZ IFRS 16 Leases - renewal reassessment -(162) - -

Underlying EBIT (including NZ IFRS 16)69,251 48,061 53,632 53,662

Other adjustments:

(Impairment) of non-current assets(2,490)(3,353) - -

Impairment of goodwill -(8,531) - -

Cyclone Gabrielle - net costs and proceeds183 901 - -

Gain on sale of Blyth & Te Papa orchards4,934 - - -

Equity settled employee benefits(710)(4 56) - -

NZ IFRS 16 Leases - renewal reassessment -162 - -

Fayman acquisition entries(1,606)1,176 (1,606)1,176

Profruit acquisition entries(364) - - -

Equity accounting losses not recognised1,755 670 1,755 670

Change in fair value gain on apple inventory(1,139)480 - -

Change in gross liability for non-controlling

interests and joint venture options

(2,515)(4,121)(2,515)(4,121)

Transaction costs(1,241)(767) - -

Reported EBIT66,057 34,222 51,266 51,388

Reconciliation of Underlying to Reported Profit Measures

The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.

Scales Corporation Limited

38 / Divisional Overview

HorticultureLogisticsCorporate and eliminations
202420232024202320242023

$000's$000's$000's$000's$000's$000's

26,778 4,185 5,725 3,550 (8,387)(6,237)

10,916 10,811 1,159 730 160 116

-(162) - - - -

3 7, 6 9 4 14,834 6,884 4,281 (8,228)(6,121)

(2,490)(3,353) - - - -

-(8,531) - - - -

183 901 - - - -

4,934 - - - - -

- - - -(710)(4 56)

-162 - - - -

- - - - - -

(781) - - - - -

- - - - - -

(1,139)480 - - - -

- - - - - -

(4 6 8) - - -(772)(767)

3 7, 9 3 2 4,493 6,884 4,281 (9,710)(7,344)

15,596 (5,501)5,432 3,317 (8,427)(6,268)

2,549 2 ,74 0 428 238 41 35

-(162) - - - -

18,146 (2,923)5,860 3,555 (8,386)(6, 233)

(2,490)(3,353) - - - -

-(8,531) - - - -

183 901 - - - -

4,934 - - - - -

- - - -(710)(4 56)

-162 - - - -

- - - - - -

(364) - - - - -

- - - - - -

(1,139)480 - - - -

- - - - - -

(4 6 8) - - -(772)(767)

18,800 (13,265)5,860 3,555 (9,869)(7,455)

Divisional Overview / 39

Annual Report - Year Ended 31 December 2024

GroupGlobal Proteins
2024202320242023

$000's$000's$000's$000's

Underlying NPAT (excluding NZ IFRS 16)54,120 38,626 46,689 45,367

NZ IFRS 16 Leases, net of tax(518)(87)13 (1)

NZ IFRS 16 Leases - renewal

reassessment, net of tax

-(117) - -

Underlying NPAT (including NZ IFRS 16)53,602 38,422 46,702 45,367

Other adjustments:

(Impairment) of non-current assets(2,490)(3,353) - -

Impairment of goodwill -(8,531) - -

Cyclone Gabrielle - net costs and proceeds183 901 - -

Gain on sale of Blyth & Te Papa orchards4,934 - - -

Equity settled employee benefits(710)(4 56) - -

NZ IFRS 16 Leases - renewal reassessment -162 - -

Fayman acquisition entries(1,141)1,307 (1,141)1,307

Profruit acquisition entries(168) - - -

Equity accounting losses not recognised1,755 670 1,755 670

Change in fair value gain on apple inventory(1,139)480 - -

Change in gross liability for non-controlling

interests and joint venture options

(2,515)(4,121)(2,515)(4,121)

Transaction costs(1,241)(767) - -

Tax deduction change for buildings(2,065) - - -

Tax effect of other NZ IFRS adjustments1,033 (4 0)(528)(547)

Reported NPAT50,037 24 , 6 74 44,273 42,677

Underlying NPATAS (excluding NZ IFRS 16)34,809 19,187 2 7, 3 7 7 25,928

NZ IFRS 16 Leases, net of tax(518)(87)13 (1)

NZ IFRS 16 Leases - renewal

reassessment, net of tax

-(117) - -

Underlying NPATAS (including NZ IFRS 16)34,291 18,982 27,391 25,927

Other adjustments:

(Impairment) of non-current assets(2,490)(3,353) - -

Impairment of goodwill -(8,531) - -

Cyclone Gabrielle - net costs and proceeds183 901 - -

Gain on sale of Blyth & Te Papa orchards4,934 - - -

Equity settled employee benefits(710)(4 56) - -

NZ IFRS 16 Leases - renewal reassessment -162 - -

Fayman acquisition entries(1,141)1,307 (1,141)1,307

Profruit acquisition entries(168) - - -

Equity accounting losses not recognised1,755 670 1,755 670

Change in fair value gain on apple inventory(1,139)480 - -

Change in gross liability for non-controlling

interests and joint venture options

(2,515)(4,121)(2,515)(4,121)

Transaction costs(1,241)(767) - -

Tax deduction change for buildings(2,065) - - -

Tax effect of other NZ IFRS adjustments1,033 (4 0)(528)(547)

Reported NPAT Attributable to Shareholders30,725 5,236 24,961 23,237

The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.

Scales Corporation Limited

40 / Divisional Overview

HorticultureLogisticsCorporate and eliminations
202420232024202320242023

$000's$000's$000's$000's$000's$000's

11,254 (3,419)3,877 2,381 (7,701)(5,703)

(361)(10)(153)(73)(18)(4)

-(117) - - - -

10,893 (3,545)3,725 2,308 ( 7,7 1 8)(5,707)

(2,490)(3,353) - - - -

-(8,531) - - - -

183 901 - - - -

4,934 - - - - -

- - - -(710)(4 56)

-162 - - - -

- - - - - -

(168) - - - - -

- - - - - -

(1,139)480 - - - -

- - - - - -

(4 6 8) - - -(772)(767)

(2,065) - - - - -

1,561 507 - - - -

11,240 (13,380)3,725 2,308 (9,201)(6,931)

11,254 (3,419)3,877 2,381 (7,701)(5,703)

(361)(10)(153)(73)(18)(4)

-(117) - - - -

10,893 (3,545)3,725 2,308 ( 7,7 1 8)(5,707)

(2,490)(3,353) - - - -

-(8,531) - - - -

183 901 - - - -

4,934 - - - - -

- - - -(710)(4 56)

-162 - - - -

- - - - - -

(168) - - - - -

- - - - - -

(1,139)480 - - - -

- - - - - -

(4 6 8) - - -(772)(767)

(2,065) - - - - -

1,561 507 - - - -

11,240 (13,380)3,725 2,308 (9,201)(6,930)

Divisional Overview / 41

Annual Report - Year Ended 31 December 2024

Leadership
Scales Corporation Limited

42 / Leadership Profiles

Management Profiles
Andy Borland

Managing Director

Andy joined Scales in 2007 and

became Managing Director in 2011.

Andy’s full biography is set out in

the following section.

Brett Frankel

President Shelby Foods

Brett established Shelby Foods in 2007 and

has been its President since inception. Brett

has over 25 years’ experience in petfood,

having had a senior procurement role prior

to starting Shelby. He also represents the

third generation of family involvement in the

sector, following in the footsteps of both his

father and grandfather.

Tim Harty

General Manager Meateor Pet Foods

Tim was appointed General Manager

at the inception of the JV with Alliance

in 2019. Tim has had over 20 years’

experience in the export meat industry, in

marketing and operational roles, both in

New Zealand and overseas.

Steve Kennelly

Chief Financial Officer

Steve has been with Scales since 1993 in

a variety of accounting and financial roles.

As CFO, Steve is responsible for finance,

funding, legal, company secretarial and

information technology. Steve is a member

of Chartered Accountants Australia and

New Zealand.

Chantelle Ramage

General Manager Profruit

Chantelle has been with Profruit for 18

years, including 16 as General Manager.

Prior to that Chantelle held Production

Manager and Technical Manager roles

with the Company. Chantelle graduated

from Lincoln University with a Bachelor of

Science, majoring in Food.

Kent Ritchie

CEO Scales Logistics

Kent joined Scales in 1998 and has spent

over 35 years in the shipping industry.

He has been involved in setting up

shipping services from New Zealand, has

experience in all aspects of the transport

industry and has led Scales’ expansion

into the logistics arena.

John Sainsbury

CEO Meateor Group

John has been with Meateor in various

management roles for over 20 years.

Prior to that, John worked in senior

management, marketing and operational

roles in the United States. John was

appointed CEO of Meateor Foods in 2015,

and CEO of Meateor Group in 2019.

Geoff Smith

Chief Operations Officer

Geoff joined Scales in 2022 from Zespri

where he was Head of New Zealand

Supply. Geoff has extensive experience

across a variety of agribusinesses,

particularly in operations, supply chain,

strategy and investment. Geoff has both

an Honours degree and Doctorate from

Lincoln University.

Andrew van Workum

CEO Mr Apple

Andrew has worked in the apple

industry for over 35 years. He joined

Mr Apple at its inception in 2001 and

prior to that was General Manager

of Mr Apple’s predecessor, Grocorp

Pacific Limited, where he worked for

16 years. He has extensive experience

in the production aspects of the apple

industry and was previously a Director

of Pipfruit New Zealand.

Hamish Davis

Managing Director Fern Ridge Fresh

Hamish joined Fern Ridge in 2001,

becoming Managing Director in 2008.

He has over 35 years’ experience in the

growing and post-harvest sectors of the

apple industry and remains very active in

export sales for the company.

Nadine Tunley

Chief Risk Officer

Nadine was appointed as Scales’ Chief

Risk Officer during 2024. Nadine was

previously a director of Scales and was

also Chair of Scales’ Health & Safety and

Sustainability Committee. Nadine has

extensive primary industry management

and governance experience.

Leadership Profiles / 43

Annual Report - Year Ended 31 December 2024

In order from left to right:
Board of Directors

Alan was elected to the Board in

2014. Alan was the President of the

International Cricket Council between

2012 and 2014 and is currently: Chair

of the Basin Reserve Trust and The

New Zealand Community Trust, a

Director of Oceania Healthcare (NZ)

Limited, Skellerup Holdings Limited

and the Wellington Free Ambulance.

Alan has an extensive background in

the accounting and finance field and

is a former National Chair of KPMG.

He was made a Companion of the

New Zealand Order of Merit (CNZM)

in 2013 for services to cricket and

business. Alan is Chair of Scales’ Audit

and Risk Management Committee.

Alan Isaac

Non-Executive Independent Director

Andy joined Scales in 2007 and

became Managing Director in 2011.

Prior to joining Scales he had a 20-year

career in banking, with his final role

being Head of Corporate at Westpac

New Zealand. Andy has overall

responsibility for the strategic direction

and day-to-day management of Scales.

In addition to his directorships of the

Group, Andy is currently the Chair of

Primary Collaboration New Zealand

Limited and Primary Collaboration New

Zealand (Shanghai) Co. Limited. Andy

is a member of Scales’ Finance and

Treasury Committee and Scales’ Health

& Safety and Sustainability Committee.

Andrew (Andy) Borland

Executive Director

Mike was appointed to the Board in

April 2023. Mike has over 30 years’

management and governance

experience in the agribusiness

sector. Mike is currently a director

of ANZCO Foods Limited and Kelso

Genetics Limited and Chairs the

Tukituki Water Security Project,

alongside advisory roles with a

number of other privately owned and

publicly listed companies. Mike was

previously Chair of Beef + Lamb New

Zealand and was also New Zealand’s

Special Agricultural Trade Envoy for

6 years. Mike is a member of Scales’

Nominations and Remuneration

Committee and Scales’ Finance and

Treasury Committee.

Mike Petersen

Non-Executive Independent Chair

Scales Corporation Limited

44 / Leadership Profiles

Tony was appointed to the Board in
August 2023, having previously been

a director of Scales from 2011 to 2014.

Tony has a private equity and investment

banking background, in New Zealand with

Evergreen Partners and Direct Capital,

and in London with HSBC Investment

Bank. Tony is currently an Independent

Non-Executive Director of Briscoe Group

Limited, where he is also Chair of the Audit

& Risk Committee. In addition to this role,

Tony is currently a Partner and Director of

Evergreen Partners and a Non-Executive

Director of NZ Fine Touring Group. Tony

is Chair of Scales’ Nominations and

Remuneration Committee and of Scales’

Finance and Treasury Committee. Tony is

also a member of Scales’ Audit and Risk

Management Committee.

Tony Batterton

Non-Executive Independent Director

Miranda was appointed to the Board

in August 2022. Miranda has over 20

years executive and entrepreneurial

experience, centered on fast moving

consumer goods in New Zealand

and globally, including as the Global

Marketing Manager for Pernod Ricard

and co-founder of Food Nation, a New

Zealand based food manufacturer

producing plant-powered products.

Miranda is currently Executive Chair

of Cyprus Enterprises which operates

in covered crops and intensive

horticulture in New Zealand and is

the Chair of Live Ocean Foundation.

Miranda is Chair of Scales’ Health &

Safety and Sustainability Committee.

Miranda Burdon

Non-Executive Independent Director

Nick was elected to the Board in

2014, having been appointed a

Director of both Scales’ Storage

& Logistics division and Meateor

in 2012. Nick was previously the

Managing Director and was one of

the founding shareholders of Hellers

Limited, New Zealand’s largest bacon,

ham and small goods company. Nick

is currently the Managing Director

of Harris Farms and Glenturret Farm

in Cheviot, North Canterbury, and is

also a Shareholder and Director of

several private companies. Nick is

a member of Scales’ Audit and Risk

Management Committee.

Nick Harris

Non-Executive Independent Director

Leadership Profiles / 45

Annual Report - Year Ended 31 December 2024

Financial
Statements

Scales Corporation Limited

46 / Financial Statements

Contents
Comprehensive income

The income earned and operating expenditure

incurred by the Scales Group during the financial year

(profit or loss) followed by the other comprehensive

income or loss that is taken to reserves in equity.

48

Changes in equity

The opening balance, details of movements during

the year and the balance of each component of

shareholders’ equity at the end of the financial year.

50

Financial position

The Scales Group assets, liabilities and equity

at the end of the financial year.

51

Cash flows

Cash generated and used in the operating, investing

and financing activities of the Scales Group.

52

Notes to the Financial Statements 55

A. Segment information 57

B. Financial performance60

B1. Revenue

B2. Cost of sales, administration and operating expenses

B3. Other income and losses

B4. Finance cost

B5. Taxation

B6. Foreign currency transactions

C. Key assets 65

C1. Property, plant and equipment

C2. Unharvested agricultural produce

C3. Investments accounted for using the equity method

C4. Goodwill

C5. Inventories

C6. Impairment of assets

C7. S o f t wa r e

D. Capital funding 74

D1. Share capital

D2. Reserves

D3. Dividends attributable to equity holders of the company

D4. Imputation credit account

D5. Earnings per share

E. Financial assets and liabilities 79

E1. Trade and other receivables

E2. Other financial assets

E3. Trade and other payables

E4. Borrowings

E5. Other financial liabilities

E6. Interest rate risk

E7. Foreign currency risk

E8. Categories of financial instruments

E9. Maturity profile of financial liabilities

F. Group structure 86

F1. Subsidiary companies

F2. Non-controlling interests

F3. Acquisition of apple orchards and Profruit (2006) Limited

G. Other 89

G1. Capital commitments

G2. Leases

G3. Related party disclosures

G4. Assets held for sale

G5. Contingent liability

G6. Events occurring after balance date

Financial Statements / 47

Annual Report - Year Ended 31 December 2024

20242023
Note

$000's$000's

RevenueB1584,627 565,356

Cost of salesB2(4 3 9,602)(444,662)

145,025 120,694

Administration and operating expensesB2(64, 23 4)(64,123)

Impairment of property, plant and equipmentC1(2,732)(4,729)

Impairment of goodwillC4- (8,531)

Share of profit of entities accounted for using the equity methodC36,402 8,131

Other incomeB37, 8 1 0 8,569

Other lossesB3(4,178)(6,336)

EBITDA88,093 53,675

AmortisationC7( 74 4)(4 97)

DepreciationC1(12,007)(10,245)

Depreciation of right-of-use assetG2(9,285)(8,711)

EBIT66,057 34,222

Finance revenue3,465 2,056

Finance costB4(4, 819)(3,331)

Finance cost of lease liabilityG2(3 ,7 74)(3 ,14 4)

Profit before income tax expense60,929 29,803

Income tax expenseB5(10,892)(5,129)

Profit for the year50,037 24 , 6 74

Profit for the year is attributable to:

Equity holders of the Company30,726 5,235

Non-controlling interests19,311 19,439

50,037 24 , 6 74

Earnings per share attributable to equity holders of the company:

Basic earnings per share (cents)D521.6 3.7

Diluted earnings per share (cents)D521.5 3.7

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2024

Scales Corporation Limited

48 / Financial Statements

20242023
Note$000's$000's

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

(Loss) gain on cash flow hedges(41,941)11,231

Income tax relating to cash flow hedges 1 1 ,74 3 (3,145)

Share of other comprehensive (loss) income of joint ventures C3(4,473)1,554

Income tax relating to share of other comprehensive income of joint venturesC3452 22

Foreign exchange gain on translating foreign operations 3,630 307

(30,589)9,969

Items that will not be reclassified to profit or loss:

Revaluation of land and buildings (110)(3,122)

Income tax relating to buildings(1,736)( 74 0)

Revaluation of apple trees12,561 936

Income tax relating to apple trees(3,517)(262)

Deferred tax effect on sale of buildings821 -

Remeasurement of net defined benefit liability487 238

Income tax relating to remeasurement of net defined benefit liability( 74)(36)

8,432 (2,986)

Other comprehensive (loss) income for the year(22,157)6,983

Total comprehensive income for the year2 7, 8 8 0 31,657

Total comprehensive income for the year attributable to:

Equity holders of the Company8 , 3 74 12,123

Non-controlling interests19,506 19,534

2 7, 8 8 0 31,657

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Consolidated Statement of Comprehensive Income (continued)

for the year ended 31 December 2024

Financial Statements / 49

Annual Report - Year Ended 31 December 2024


Share

capitalReserves

Retained

earnings

Attributable

to owners of

the Company

Non-

controlling

interestsTo t a l

Note$000's$000's$000's$000's$000's$000's

Balance at 1 January 2023101,975 92,590 189,875 384,440 7, 3 74 391,814

Profit for the year- - 5,235 5,235 19,439 24 , 6 74

Other comprehensive income for the year- 6,888 - 6,888 95 6,983

Total comprehensive income for the year- 6,888 5,235 12,123 19,534 31,657

Recognition of share-based paymentsD2- 456 - 456 - 456

Shares soldD196 - - 96 - 96

Shares fully vestedD1, D21 , 3 74 (4 99)(145)730 - 730

DividendsD3- - (24,493)(24,493)(15,312)(39,805)

Balance at 31 December 2023103,445 99,435 170,472 373,352 11,596 384,948

Profit for the year- - 30,726 30,726 19,311 50,037

Other comprehensive loss for the year- (22,352)- (22,352)195 (22,157)

Total comprehensive income for the year- (22,352)30,726 8 , 3 74 19,506 2 7, 8 8 0

Reclassification of revaluation reserveD2- (16,182)16,182 - - -

Recognition of share-based paymentsD2- 710 - 710 - 710

Shares soldD1256 - - 256 - 256

Shares fully vestedD1, D22,070 (578)(221)1,271 - 1,271

DividendsD3- - (1 6 , 3 74)(1 6 , 3 74)(17,175)(33,549)

Balance at 31 December 2024105,771 61,033 200,785 367,589 13,927 381,516

Consolidated Statement of Changes in Equity

for the year ended 31 December 2024

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Scales Corporation Limited

50 / Financial Statements

20242023
Note$000's$000's

EQUITY

Share capitalD1105,771 103,445

ReservesD261,033 99,435

Retained earnings200,785 170,472

Equity attributable to Scales Corporation Limited shareholders367,589 373,352

Equity attributable to non-controlling interests13,927 11,596

T O TA L EQ U I T Y381,516 384,948

CURRENT ASSETS

Cash and bank balances53,753 7 7, 6 3 8

Trade and other receivablesE138,025 34,029

Current tax assets5,363 3,938

Other financial assetsE22,230 5,989

Unharvested agricultural produceC226,648 24,222

InventoriesC524,962 29,543

Prepayments3,876 4,337

154,857 179,696

Assets held for saleG419,100 -

TOTAL CURRENT ASSETS173,957 179,696

NON-CURRENT ASSETS

Property, plant and equipmentC1238,689 221,219

Investments accounted for using the equity methodC357,212 63,902

GoodwillC440,630 36,972

Defined benefit plan net asset597 60

Other financial assetsE23 7,1 8 8 29,077

SoftwareC71,055 1,160

Right-of-use assetG259,597 49,572

TOTAL NON-CURRENT ASSETS434,968 401,962

T O TA L A S S E T S608,925 581,658

CURRENT LIABILITIES

Trade and other payablesE329,852 26,446

Dividend declaredD310,332 6,041

Current tax liabilities397 616

Other financial liabilitiesE541,918 18,524

Lease liabilityG213,464 10,963

TOTAL CURRENT LIABILITIES95,963 62,590

NON-CURRENT LIABILITIES

BorrowingsE441,259 65,647

Deferred tax liabilitiesB518,578 1 7,1 0 4

Other financial liabilitiesE518,688 6,699

Lease liabilityG252,921 4 4,670

TOTAL NON-CURRENT LIABILITIES131,446 134,120

TOTAL LIABILITIES227,409 196,710

NET ASSETS381,516 384,948

Consolidated Statement of Financial Position

as at 31 December 2024

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Financial Statements / 51

Annual Report - Year Ended 31 December 2024

20242023
Note$000's$000's

Cash flows from operating activities

Cash was provided from:

Receipts from customers590,424 571,987

Insurance proceeds- 4,809

Government grants received25 1,986

Dividends and distributions received1,546 751

Interest received3,000 1,814

594,995 581,347

Cash was disbursed to:

Payments to suppliers and employees(481,705)(502,201)

Interest paid(8,593)(6,475)

Income tax paid( 7,1 4 0)( 7, 97 1)

(4 97, 4 3 8)(516,647)

Net cash provided by operating activities97,557 64,700

Cash flows from investing activities

Cash was provided from:

Advances repaid261 255

Sale of property, plant and equipment and software34,000 (424)

34,261 (169)

Cash was applied to:

Purchase of property, plant and equipmentC1(54,433)(16,808)

Purchase of softwareC7(507)(325)

Acquisition of subsidiary, net of cash acquiredF3(11,080)-

Advances to joint ventures(1 7, 3 3 8)(11,869)

(83,358)(29,002)

Net cash used in investing activities(4 9,0 97)(29,171)

Cash flows from financing activities

Cash was provided from:

Treasury stock sold256 96

Drawdowns of seasonal facility borrowingsE425,500 -

Drawdowns of term facility borrowingsE456,000 27,306

81,756 2 7, 4 0 2

Cash was applied to:

Dividends paidD3(12,083)(26,955)

Dividends paid to non-controlling interestsF2(17,175)(15,312)

Repayments of lease liabilitiesG2(9,075)(8,420)

Repayments of seasonal facility borrowingsE4(28,937)-

Repayments of term facility borrowingsE4(87,087)-

(154,357)(50,687)

Net cash used in financing activities(72,601)(23,285)

Consolidated Statement of Cash Flows

for the year ended 31 December 2024

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Scales Corporation Limited

52 / Financial Statements

Consolidated Statement of Cash Flows (continued)
for the year ended 31 December 2024

20242023

$000's$000's

Net (decrease) increase in cash(24,141)12,244

Net foreign exchange difference256 (382)

Cash and cash equivalents at the beginning of the year7 7, 6 3 8 65,776

Cash and cash equivalents at the end of the year53,753 7 7, 6 3 8

Represented by:

Cash and bank balances 53,753 7 7, 6 3 8

Cash and cash equivalents at the end of the year53,753 7 7, 6 3 8

Net cash generated by operating activities

Reconciliation of profit for the year to net cash generated by operating activities:

Profit for the year 50,037 24 , 6 74

Non-cash items:

Depreciation (including on right-of-use asset)21,292 18,956

Gain on lease modification(79)(177)

Gain on rights transferred(3,113)-

Impairment on revaluation2,732 4,729

Amortisation 74 4 497

Share of equity accounted results(6,402)(8,131)

Gain on fair value equity investment(3,367)-

Hedging instruments4,790 (416)

Gain on disposal of property, plant and equipment(1,225)(118)

Share-based payments710 456

Change in value of call and put options2,515 4,121

Deferred tax6,455 (4, 867)

Interest capitalised into loans(4 65)(111)

Fair value loss on interest-free related party loans, net of interest income1,663 1,913

Impairment of goodwill- 8,531

Foreign exchange on related party loans(682)232

Joint ventures purchase price receivable- (1,307)

Operating cash receipts not included in profit for the year:

Dividends received from equity accounted entities1,545 750

Changes in net assets and liabilities:

Trade and other receivables1,009 9,662

Unharvested agricultural produce(2,426)927

Inventories 24,175 13,040

Prepayments884 445

Trade and other payables(532)(11,131)

Current tax assets and liabilities(2,703)2,025

Net cash provided by operating activities97,557 64,700

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Financial Statements / 53

Annual Report - Year Ended 31 December 2024

Andy Borland, Managing Director Mike Petersen, Chair
Statement of Cash Flows

For the purpose of the statement of cash flows, cash and cash equivalents include cash and bank balances.

The following terms are used in the statement of cash flows:

Operating activities are the principal revenue producing activities of the Group and other activities that are not investing or

financing activities.

Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.

Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of

the Group.

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 25 February 2025.

Consolidated Statement of Cash Flows (continued)

for the year ended 31 December 2024

The notes to the financial statements on pages 55 to 91 form part of and should be read in conjunction with this statement.

Scales Corporation Limited

54 / Financial Statements

About This Report
Notes to the financial statements

The notes to the financial statements include information which is considered relevant and material to assist the reader in understanding

the financial performance and financial position of the Scales Corporation Limited Group (Scales or the Group). Information is

considered relevant and material if:

• the amount is significant because of its size and nature;

• it is important for understanding the results of Scales;

• it helps to explain changes in Scales’ business; or

• it relates to an aspect of Scales’ operations that is important to future performance.

Reporting entity

Scales Corporation Limited (the Company) is a for-profit entity domiciled and registered under the Companies Act 1993 in New

Zealand. It is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013. The Group consists of Scales

Corporation Limited, its subsidiaries and joint ventures. The principal activities of the Group are to manufacture and trade food

ingredients, grow apples, operate processing facilities, export products, provide logistics services, and provide insurance services to

companies within the Group.

Basis of preparation

The financial statements have been prepared:

• in accordance with Generally Accepted Accounting Practice (GAAP), IFRS Accounting Standards (IFRS), the New Zealand equivalents

to IFRS Accounting Standards (NZ IFRS) and other applicable financial reporting standards, as appropriate for a Tier 1 for-profit entity;

• in accordance with the requirements of the Financial Markets Conduct Act 2013;

• in accordance with accounting policies that are consistent with those applied in the previous year;

• on the basis of historical cost, except for certain assets and financial instruments that are measured at fair values; and

• in New Zealand dollars with all values rounded to the nearest thousand dollars.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation

technique. In estimating the fair value of an asset or liability, the Group takes into account the characteristics of the asset or liability if

market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs

to the fair value measurements are observable. The levels are described as:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the

measurement date;

• Level 2 inputs are inputs, other than quoted prices within Level 1, that are observable for the asset or liability, either directly or indirectly;

and

• Level 3 inputs are unobservable inputs for the asset or liability.

Key judgements and estimates

In the process of applying the Group’s accounting policies and the application of financial reporting standards, Scales has made a

number of judgements and estimates. The estimates and underlying assumptions are based on historical experience and various

other factors that are considered to be appropriate under the circumstances. Actual results may differ from these estimates.

Judgements and estimates which are considered material to understanding the performance of Scales are explained in the following

notes:

• Apple trees in note C1;

• Unharvested agricultural produce in note C2;

• Assessment of Group goodwill for impairment in note C4;

• Fair value of assets acquired in Profruit (2006) Limited (Profruit) in note F3.

Notes to the consolidated financial statements

for the year ended 31 December 2024

Notes to the financial statements / 55

Annual Report - Year Ended 31 December 2024

Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and its subsidiaries (being entities controlled by

Scales Corporation Limited), and the equity accounted result, assets and liabilities of the joint ventures.

The financial statements of members of the Group are prepared for the same reporting period as the parent company, using

consistent accounting policies.

In preparing the Group financial statements, all material intra-group transactions, balances, income, expenses and cash flows have

been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is lost.

Other accounting policies

Other accounting policies that are relevant to an understanding of the financial statements are provided throughout the notes to the

financial statements.

Adoption of new and revised standards and interpretations; standards and Interpretations issued but not yet effective

All mandatory amendments and interpretations have been adopted in the current year. None had a material impact on these financial

statements.

NZ IFRS 18 Presentation and Disclosure in Financial Statements has been issued and is effective for the financial reporting periods

starting on 1 January 2027, with an early adoption permitted.

NZ IFRS 18 replaces NZ IAS 1 Presentation of Financial Statements, carrying forward many of the requirements in IAS 1 unchanged

and complementing them with new requirements. In addition, some NZ IAS 1 paragraphs have been moved to NZ IAS 8 Accounting

Policies, Changes in Accounting Estimates and Errors and NZ IFRS 7 Financial Instruments: Disclosures. Furthermore, there were

minor amendments to NZ IAS 7 Statement of Cash Flows and NZ IAS 33 Earnings Per Share.

NZ IFRS 18 introduces new requirements to:

• present specified categories and defined subtotals in the statement of profit or loss;

• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements;

• improve aggregation and disaggregation.

The amendments to NZ IAS 7 and NZ IAS 33, as well as the revised NZ IAS 8 and NZ IFRS 7, become effective when an entity applies

NZ IFRS 18. NZ IFRS 18 requires retrospective application with specific transition provisions.

As a presentation and disclosure standard, NZ IFRS 18 is expected to change the manner in which information is presented in group

financial statements, with the recognition and measurement of items in the financial statements not impacted.

The Group has reviewed all other standards, interpretations and amendments to existing standards issued but not yet effective and

does not expect these standards to have a material effect on the financial statements of the Group when adopted.

Scales Corporation Limited

56 / Notes to the financial statements

A. Segment Information
This section explains the financial performance of the operating segments of Scales, providing additional information about

individual segments.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker,

being the Managing Director. The Managing Director monitors the operating performance of each segment for the purpose of

making decisions on resource allocation and strategic direction. Inter-segment pricing is determined on an arm’s length basis.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. No

single external customer’s revenue accounts for 10% or more of the Group’s revenue.

The Group comprises the following operating segments:

Global Proteins: processing and marketing of proteins such as pet food ingredients, edible meat and offal products.

Meateor Foods Limited, Meateor Foods Australia Pty Limited, Meateor Group Limited, Meateor US LLC, Shelby JV LLC Group

(Shelby Cold Storage LLC, Shelby Exports Inc, Shelby Foods LLC, Shelby JV LLC, Shelby Properties LLC, Shelby Trucking LLC),

Meateor GP Limited, Meateor Pet Foods Limited Partnership, Scales FI Group Holdings Pty Limited, Meateor Australia Pty Limited,

FI Group Holdings Pty Limited Group (FI Group Holdings Pty Limited, Fayman International Group Pty Limited and Fayman New

Zealand Limited), ANZ Exports Pty Limited and Esro Petfood B.V.

Horticulture: orchards, fruit packing, juice concentrate processing and marketing.

Mr Apple New Zealand Limited, New Zealand Apple Limited, Longview Group Holdings Limited, Profruit (2006) Limited and Fern

Ridge Produce Limited.

Logistics: logistics services.

Scales Logistics Limited and Scales Logistics Australia Pty Ltd.

Other: Scales Corporation Limited, Geo. H. Scales Limited, Scales Employees Limited, Scales Holdings Limited and Selacs

Insurance Limited.

Notes to the financial statements / 57

Annual Report - Year Ended 31 December 2024

A. Segment Reporting (continued)
Global

ProteinsHorticultureLogisticsOtherEliminationsTo t a l

$000's$000's$000's$000's$000's$000's

2024

Total segment revenue266,791 248,875 98 ,797 3 ,789 (33,625)584,627

Inter-segment revenue- - (30,223)(3,402)33,625 -

Revenue from external customers266,791 248,875 68,574 387 - 584,627

Gain on sale of non-current assets- 1,225 - - - 1,225

Insurance proceeds- - - - - -

Share of profit of entities accounted for

using the equity method

6,039 363 - - - 6,402

Impairment of property, plant and equipment- (2,732)- - - (2,732)

Goodwill impairment- - - - - -

Gain on fair value of equity investment- 3,367 - - - 3,367

Gain on lease modification24 47 8 - - 79

EBITDA52,987 3 7, 9 3 2 6,884 (9,710)- 88,093

Amortisation expense- (696)(3 4)(14)- ( 74 4)

Depreciation expense(1,652)(10,069)(259)(27)- (12,007)

Depreciation of right-of-use asset(69)(8,366)(731)(119)- (9,285)

Finance revenue661 224 61 2,519 - 3,465

Finance costs(18)45 (76)(4,7 70)- (4, 819)

Finance cost of lease liability(17)(3,052)(640)(65)- (3 ,7 74)

Income tax expense( 7, 6 1 9)(4,7 78)(1,480)2,985 - (10,892)

Segment profit (loss) after income tax44,273 11,240 3,725 (9,201)- 50,037

Segment assets166,557 365,174 24,114 53,080 - 608,925

Segment liabilities37,559 129,288 15,612 44,950 - 227,409

Segment carrying value of investment

accounted for using the equity method

57,212 - - - - 57,212

Segment acquisition of property, plant and

equipment and software

5,672 48,311 938 19 - 54,940

Segment acquisition of right-of-use assets283 16,164 3,638 37 - 20,122

Scales Corporation Limited

58 / Notes to the financial statements

A. Segment Reporting (continued)
Global

ProteinsHorticultureLogisticsOtherEliminationsTo t a l

$000's$000's$000's$000's$000's$000's

2023

Total segment revenue298,547 209,939 92,568 3,007 (38 ,705)565,356

Inter-segment revenue- - (35,68 4)(3,021)38 ,705 -

Revenue from external customers298,547 209,939 56,884 (14)- 565,356

Gain on sale of non-current assets(5)123 - - - 118

Insurance proceeds- 4,809 - - - 4,809

Share of profit of entities accounted for

using the equity method

6,369 1,762 - - - 8,131

Impairment of property, plant and equipment- (4,729)- - - (4,729)

Goodwill impairment- (8,531)- - - (8,531)

Gain on lease modification- 177 - - - 177

EBITDA52,245 4,493 4,281 (7,344)- 53,675

Amortisation expense- (473)(17)(7)- (4 97)

Depreciation expense(791)(9,213)(217)(24)- (10,245)

Depreciation of right-of-use asset(66)(8,071)(4 93)(81)- (8,711)

Finance revenue336 86 57 1,577 - 2,056

Finance costs(57)(7)(36)(3,231)- (3,331)

Finance cost of lease liability(12)(2,753)(339)(4 0)- (3 ,14 4)

Income tax expense(8,978)2,558 (928)2,219 - (5,129)

Segment profit (loss) after income tax42,677 (13,380)2,308 (6,931)- 24 , 6 74

Segment assets177,176 324,689 20,797 58,996 - 581,658

Segment liabilities30,301 88,696 12,657 65,056 - 196,710

Segment carrying value of investment

accounted for using the equity method

56,033 7, 8 70 - - - 63,903

Segment acquisition of property, plant and

equipment and software

6,157 10,608 234 137 - 1 7,1 3 6

Segment acquisition of right of use assets- 10,051 356 760 - 11,167


Non-current assets other than financial instruments by geographical location

New ZealandAustraliaUSATo t a l

20242023202420232024202320242023

$000's$000's$000's$000's$000's$000's$000's$000's

Property, plant and

equipment

219,994 208,421 21 25 1 8 , 6 74 12,773 238,689 221,219

Investments

accounted for using

the equity method

20,078 29,503 3 7,1 3 4 34,399 - - 57,212 63,902

Goodwill7, 6 76 7, 6 5 7 - - 32,954 29,315 40,630 36,972

Software1,055 1,160 - - - - 1,055 1,160

Right-of-use asset59,382 49,197 - 123 215 252 59,597 49,572

Notes to the financial statements / 59

Annual Report - Year Ended 31 December 2024

B. Financial Performance
This section explains the financial performance of Scales, providing additional information about individual items in the statement of

comprehensive income.

B1. Revenue

20242023

$000's$000's

By nature:

Revenue from the sale of goods4 9 6 ,741 4 9 2 , 8 74

Revenue from the rendering of services90,319 7 7, 2 7 1

Fees and commission24 16

Net foreign exchange loss( 7, 2 2 8)(9,450)

Rental revenue4,771 4,645

584,627 565,356

By market:

New Zealand 79,729 68,354

Asia178,786 159,907

Europe36,144 30,540

North America284,731 304,001

Other5,237 2,554

584,627 565,356

By segment and type:

Horticulture - sale of agricultural produce233,827 193 ,759

Horticulture - agricultural produce related services10,277 11,543

Horticulture - other4,771 4,637

Global Proteins - sale of pet food ingredients255,805 290,216

Global Proteins - other10,986 8,331

Logistics services6 8 , 5 74 56,884

Other387 (14)

584,627 565,356

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

Scales Corporation Limited

60 / Notes to the financial statements

B1. Revenue (continued)
Sale of agricultural produce and fruit juice

The Group sells apples to more than 160 customers in 40 countries and fruit juice to more than 60 customers in 4 countries.

Apple sales-related quality claim provisions are recorded in accordance with NZ IAS 37 Provisions, Contingent Liabilities

and Contingent Assets. Revenue is recognised when control of the goods has transferred, being when the goods have been

shipped to the customer (outright sales) or when the goods have been sold by the customer (consignment sales). In addition,

the apple season finishes before the end of the calendar year, with performance obligations under both sales types satisfied

for all sales made during that season.

Outright sales

Following shipment, revenue is recognised when the customer obtains control as it has full discretion over the manner of

distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the risks of loss in

relation to the goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered on

the ship at the port of shipment as this represents the point in time at which the right to consideration becomes unconditional,

as only the passage of time is required before the payment is due. Terms of payment are up to 45 days on arrival.

Consignment sales

Revenue is recognised by the Group when it loses control, which is when the goods are confirmed to be on-sold to the ultimate

customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of

time is required before the payment is due. Terms of payment are immediate upon on-sale.

Sale of petfood ingredients

The Group sells petfood ingredients to a number of international and domestic customers. Revenue is recognised when

control of the goods has transferred, being when the goods have been delivered to the customer (delivered to destination

sales) or when shipped to the customer (outright sales). Terms of payment are up to 120 days.

Delivered to destination sales

Following delivery, revenue is recognised when the customer obtains control as it has full discretion over the manner of

distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the risks of loss in

relation to the goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered

to the destination named by the customer as this represents the point in time at which the right to consideration becomes

unconditional, as only the passage of time is required before the payment is due.

Outright sales

Same as above under “Sale of agricultural produce and fruit juice - outright sales”.

Agricultural produce related services

The Group provides a number of agricultural produce related services to external apple growers, including packaging, cartage,

export documentation and export services. Each of those services is considered to be a distinct service as it is both regularly

supplied by the Group to customers on a stand-alone basis and is available for customers from other providers in the market.

A receivable is recognised by the Group when the service performance has been completed, and the performance obligation

is satisfied as this represents the point in time at which the right to consideration becomes unconditional, as only the passage

of time is required before the payment is due. Terms of payment are up to 45 days.

Logistics services

The Group provides marine and air logistics services to domestic customers. Revenue is recognised by the Group at a point

in time, which is when the shipment is organised and the goods are on the ship or the aeroplane. The performance obligation is

satisfied at the point in time at which the right to consideration becomes unconditional, as only the passage of time is required

before the payment is due. Terms of payment are up to 60 days.

Notes to the financial statements / 61

Annual Report - Year Ended 31 December 2024

B2. Cost of Sales, Administration and Operating Expenses
20242023

$000's$000's

Auditor's remuneration

Deloitte Limited (New Zealand):

Audit and review of the financial statements:

Audit of the annual financial statements359 321

Other services:

Audit or review related services:

Audit of the Charging Group financial statements20 -

Audit of solvency certificate for Selacs Insurance Limited9 9

Other assurance services and other agreed upon procedures engagements

Greenhouse gas emission assurance engagement45 -

Other services

Greenhouse gas assurance engagement readiness45 -

Sheehan & Company CPA, PC (United States):

Audit and review of the financial statements:

Group reporting audit144 134

Review of subsidiary financial statements40 37

Lowe Lippmann (Australia):

Audit and review of the financial statements:

Group reporting audit33 22

Bad debts (recovered) incurred(681)2,847

Change in fair value adjustment to unharvested agricultural produce1,139 (4 80)

Change in inventories23,582 11,559

Direct expenses97, 47 1 91,267

Directors' fees704 716

Donations12 261

Electricity3,667 3,036

Employee benefits expense:

Post employment benefits - defined contribution plans1,220 1,232

Post employment benefits - defined benefit plans555 627

Salaries, wages and related benefits94,423 8 7,7 78

Other employee benefits710 456

Grower payments34,738 35,318

Insurance5,233 4,537

Management fees48 48

Materials and consumables127,780 153,817

Ocean and air freight90,304 92,533

Operating lease expenses1,287 1,990

Packaging14,382 13,673

Provision for write-down of inventories786 1,825

Repairs and maintenance5,781 5,222

503,836 508,785

Disclosed as:

Cost of sales439,602 444,662

Administration and operating expenses64,234 64,123

503,836 508,785

Employee benefits

An accrual is made for benefits due to employees in respect of wages and salaries, annual leave and long service leave when it is

probable that settlement will be required and they are capable of being measured reliably. Accruals are measured at their nominal

values using the remuneration rate expected to apply at the time of settlement. Contributions to defined contribution plans are

recognised as an expense when employees have rendered service entitling them to the contributions.

The costs relating to shares issued in accordance with the Senior Executive Share Scheme are explained in note D2.

Scales Corporation Limited

62 / Notes to the financial statements

B3. Other Income and Losses
20242023

$000's$000's

Dividends1 1

Fair value loss on interest-free related party loans(1,663)(2,044)

Gain on disposal of property, plant and equipment 1,225 118

Gain on rights transferred3,113 -

(Loss) gain on joint ventures call options(1 74)171

Gain on joint ventures earn-out provision settlement- 1,307

Gain on lease modification79 177

Gain on fair value equity investment3,367 -

Government grants - Cyclone Gabrielle25 1,986

Insurance proceeds- 4,809

Remeasurement of gross liability on put options to non-controlling interest(2,341)(4, 292)

3,632 2,233

Disclosed as:

Other income7, 8 1 0 8,569

Other losses(4,178)(6,336)

3,632 2,233

B4. Finance Cost

Interest on loans4,654 3,234

Other interest(5)7

Bank facility fees170 90

4,819 3,331

Finance costs consist of interest and other costs incurred in connection with the borrowing of funds. Interest expense is accrued on a

time basis using the effective interest method.

B5. Taxation

Income tax recognised in profit or loss:

Current tax expense5,923 8,077

Adjustments recognised in the current year in relation to the current tax of prior years (1,486)1,919

Deferred tax expense relating to the origination and reversal of temporary differences6,455 (4, 867)

Total income tax expense recognised in profit or loss10,892 5,129

The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial statements as

follows:

Profit before tax60,929 29,803

Income tax expense calculated at applicable corporate tax rates16,099 7, 973

Non-assessable income(8,890)( 7, 6 5 0)

Non-deductible expenses2,099 4,454

Deferred tax on buildings adjustment2,065 -

(Over) under provision of income tax in previous year - current tax(1,486)1,919

Under (over) provision of income tax in previous year - deferred tax1,005 (1,567)

10,892 5,129

The tax rates used in the above reconciliation are the corporate tax rate of 28% payable by New Zealand companies under New

Zealand tax law, 30% payable by Australian companies under Australian tax law and 25.60% (2023: 26.82%) payable by US entities

under US tax law, being federal tax 21% and weighted average state tax 5.82% (2023: 5.82%). Shelby JV LLC and its subsidiaries are

look-through entities for US income tax purposes. Therefore, although the Group includes 100% of its net profit before tax, separately

disclosing non-controlling interest, the Group only includes 60% of its income tax.

Notes to the financial statements / 63

Annual Report - Year Ended 31 December 2024


Opening

balance

Charged to

profit or loss

Acquisition of

subsidiary

Charged to other

comprehensive

income

Foreign

exchange

movements

Closing

Balance

$000's$000's$000's$000's$000's$000's

Deferred tax liability


Taxable and deductible temporary differences arise from the following:

31 December 2024

Deferred tax liabilities (assets):

Trade and other receivables(47)(4 5)- - - (92)

Unharvested agricultural produce6,782 679 - - - 7, 4 6 1

Property, plant and equipment and

software

12,435 4,147 2,256 4,432 390 23,660

Trade and other payables(1,097)363 - - - (73 4)

Lease liability and right-of-use asset(1,718)(216)- - - (1,934)

Other financial assets and liabilities74 9 1,527 62 (12,121)- (9,783)

Net deferred tax liability17,1 0 4 6,455 2,318 ( 7, 6 8 9)390 18,578

31 December 2023

Deferred tax liabilities (assets):

Trade and other receivables82 (129)- - (47)

Unharvested agricultural produce7, 0 42 (260)- - 6,782

Property, plant and equipment and

software

13,960 (2,517)1,002 (10)12,435

Trade and other payables(708)(389)- - (1,097)

Lease liability and right-of-use asset(1,686)(32)- - (1,718)

Other financial assets and liabilities(869)(1,540)3,159 (1)74 9

Net deferred tax liability17, 8 2 1 (4 , 867)4,161 (11)17,1 0 4

Current tax is the taxation expected to be paid to taxation authorities in respect of the current year. Deferred taxation is recognised

in respect of temporary differences between the tax bases of assets and liabilities and their carrying amounts in the Financial

Statements. Current and deferred tax is calculated on the basis of the laws enacted or substantively enacted at balance date.

Income tax

Current and deferred tax are recognised in profit or loss, except when the tax relates to items charged or credited to other

comprehensive income, in which case the tax is also recognised in other comprehensive income.

Deferred tax on buildings adjustment

The Taxation (Annual Rates for 2023-24, Multinational Tax, and Remedial Matters) Act 2024, which received Royal Assent on 28

March 2024, removes the ability to depreciate most buildings with a life over 50 years for income tax deduction purposes. For the

Group, the application of this legislative change under NZ IAS 12 I n c o m e Ta x e s sets the tax base for certain buildings owned by New

Zealand domiciled business units to nil from 1 January 2024 onwards. This increases the deferred taxation liability by $2.1m and

creates a one-off non-cash adjustment to the taxation expense for deferred tax on buildings for the year ended 31 December 2024 of

the same amount. The application of NZ IAS 12 which creates this deferred taxation liability does not reflect income tax payable if the

buildings were sold.

B6. Foreign Currency Transactions

In preparing the financial statements of the individual entities, the transactions in currencies other than New Zealand dollars are

recorded at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period financial assets and

liabilities denominated in foreign currencies are retranslated into New Zealand dollars at the rates prevailing at the end of the reporting

period.

Exchange differences from these transactions are recognised in profit or loss in the period in which they arise.

Income and expenses for each subsidiary whose functional currency is not New Zealand dollars are translated at exchange rates that

approximate the rates at the actual dates of the transactions. Assets and liabilities of each subsidiary are translated at exchange rates

at balance date.

All resulting exchange differences are recognised in the foreign exchange translation reserve, which is a separate component of equity.

The effective portion of exchange differences on foreign currency borrowings designated as hedges of net investments in foreign

operations is also recognised in the foreign exchange translation reserve.

B5. Taxation (continued)

Scales Corporation Limited

64 / Notes to the financial statements

C. Key Assets
This section shows the key assets Scales uses to generate operating revenues.

C1. Property, Plant and Equipment

Land and

buildings at

fair value

Apple trees

at fair value

Plant and

equipment at

cost

Office

equipment

and motor

vehicles at

cost

Capital work

in progress

at costTo t a l

$000's$000's$000's$000's$000's$000's

Gross carrying amount

Balance at 1 January 2023152,587 31,801 82,564 13,662 6,659 2 87, 2 73

Additions258 1,373 6,100 1,195 7, 8 5 1 16,777

Disposals(4 02)- (1 , 2 74)(815)- (2,491)

Revaluation(5,101)(853)- - - (5,954)

Effect of foreign currency translation(3)- (82)- (114)(199)

Balance at 31 December 2023147,339 32,321 87, 3 0 8 14,042 14,396 295,406

Acquisition through business

combination

3,920 - 7, 0 1 9 108 435 11,482

Additions22,562 16,543 15,153 2,709 (2,53 4)54,433

Disposals(24,228)(3,047)(5,416)(359)- (33,050)

Transfer to held for sale(19,100)- - - - (19,100)

Revaluation(2,072)10,481 - - - 8,409

Effect of foreign currency translation384 - 1,485 4 563 2,436

Balance at 31 December 2024128,805 56,298 105,549 16,504 12,860 320,016

Accumulated depreciation, and

impairment

Balance at 1 January 20231,331 4,461 50,039 10,238 - 66,069

Depreciation expense2,140 1,790 5,093 1,222 - 10,245

Disposals(375)- (1,973)(717)- (3,065)

Revaluation(1,979)(1,789)- - - (3 ,768)

Impairment on revaluation935 2,418 - - - 3,353

Impairment on disposals214 - 1,162 - - 1,376

Effect of foreign currency translation- - (22)- - (22)

Balance at 31 December 20232,266 6,880 54,299 1 0 ,74 3 - 74 ,1 8 8

Depreciation expense2,033 2,079 6,389 1,506 - 12,007

Disposals- - (3,851)(262)- (4,113)

Revaluation(1,962)(2,080)- - - (4,0 42)

Impairment on revaluation1,253 1,238 241 - - 2,732

Impairment on disposals- - - - - -

Effect of foreign currency translation- - 552 3 - 555

Balance at 31 December 20243,590 8,117 57,630 11,990 - 81,327

Net book value

As at 31 December 2023145,073 25,441 33,009 3,299 14,396 221,218

As at 31 December 2024125,215 48,181 47, 9 1 9 4,514 12,860 238,689

Notes to the financial statements / 65

Annual Report - Year Ended 31 December 2024

C1. Property, Plant and Equipment (continued)
Accounting policy

Land, buildings and apple trees are included in the statement of financial position at their fair value at the date of revaluation, less any

subsequent accumulated depreciation and subsequent accumulated impairment losses. Valuations are performed with sufficient

regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at the end of

the reporting period.

Any valuation increase arising on the revaluation of such land, buildings and apple trees is recognised in other comprehensive

income and accumulated as a separate component of equity in the revaluation reserve, except to the extent that it reverses a

valuation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss

to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such land, buildings

and apple trees is charged to profit or loss to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to a

previous revaluation of that asset.

Depreciation on revalued buildings and apple trees is charged to profit or loss. On the subsequent sale or retirement of revalued

property or apple trees, the attributable revaluation surplus remaining in the revaluation reserve is transferred directly to retained

earnings. No transfer is made from the revaluation reserve to retained earnings except when an asset is derecognised.

Plant and equipment, and office equipment and motor vehicles are stated at cost less accumulated depreciation and accumulated

impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the item.

Depreciation is provided on property, plant and equipment, including buildings and apple trees but excluding land and capital work

in progress. Depreciation is charged so as to write off the cost or valuation of assets, other than land and capital work in progress,

over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method

are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The following

estimated useful lives are used in the calculation of depreciation:

Buildings 10 to 50 years

Apple trees 30 years

Plant and equipment 2 to 25 years

Office equipment and motor vehicles 2 to 20 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference

between the sale proceeds and the carrying amount of the asset and is recognised in profit or loss.

Land and buildings carried at fair value

Land and buildings shown at valuation were valued at fair value as at 31 December 2024 by independent registered valuers Added

Valuation Limited and Logan Stone Limited. The valuations were arrived at by reference to market evidence of transaction prices for

similar properties. RSE building valuations were arrived by discounted cash flow analysis of forecast income streams and costs.

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level

1 inputs are not available, the Group engages third party qualified valuers to perform the valuation. Group finance team led by the

Chief Financial Officer works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs

to the model. The Chief Financial Officer reports the Group finance team’s findings to the Audit & Risk Management Committee to

explain the methods used and causes of fluctuations in the fair value of assets and liabilities.

The fair value of land and buildings is calculated on the basis of market value. Market value is determined by applying income

capitalisation and comparative sales calculations which are benchmarked against depreciated replacement cost calculations. The

valuations include adjustments to observable data for similar properties to take into account property-specific attributes.

The significant unobservable inputs, based on regional averages, for the land and buildings (mainly coolstores and packhouses) are

potential market comparative rentals $12 - $249 per square metre (2023: $6 - $250) and the capitalisation rates of 6.35% - 8.25%

(2023: 6.4% - 10%).

The higher the rental rates the higher the fair value. The higher the capitalisation rates the lower the fair value. Significant changes

in either of these inputs would result in significant changes to the fair value measurement. Orchard land is valued within the range of

$34,100 - $157,500 per hectare (2023: $27,400 - $170,000).

The Group’s land and buildings are classified as Level 3 in the fair value hierarchy.

The carrying amount of land and buildings had it been recognised under the cost model is $71,169,000 (2023: $59,556,000).

Apple trees carried at fair value

The Group’s apple orchards, being the apple trees other than the existing crop on the trees, were valued at fair value by Boyd Gross

B.Agr (Rural Val), Dip Bus Std, FNZIV, FPINZ of Logan Stone Limited as at 31 December 2024.

The market valuations completed by Boyd Gross were based on a discounted cash flows analysis of forecast income streams and

costs. They were benchmarked against a comparison of sales of other orchards adjusted to reflect the location, plantings, age and

varieties of trees and productive capabilities of the orchards. The fair value of orchard land and buildings are deducted from the

overall orchard valuation to give rise to the apple trees valuation.

Scales Corporation Limited

66 / Notes to the financial statements

C1. Property, Plant and Equipment (continued)
The significant unobservable inputs, based on district averages, for the apple trees are:

20242023

Production levels (gross tray carton equivalent (TCE)) per hectare2,750 - 5,5632,894 - 5,459

Orchard gate returns per TCE$25.00 - $75.00$22.00 - $55.00

Orchard costs per TCE$20.30 to $34.27$19.00 to $31.44

Discount rate15.88% - 17.88%15.5% - 17.5%

The higher the production levels and orchard gate return the higher the fair value. The higher the orchard costs and discount rate the

lower the fair value. Significant changes in any of these inputs would result in significant changes to the fair value measurement. The

Group’s apple trees are classified as level 3 in the fair value hierarchy.

The carrying amount of apple trees had it been recognised under the cost model is $21,217,000 (2023: $11,039,000).

The apple trees, on owned and leased orchards, have the following planting profile:

Total hectares planted

20242023

Premium varieties:

Dazzle™260 163

NZ Queen159 206

Pink Lady100 101

Red sports (Fuji and Royal Gala)349 275

Other premium79 73

Traditional varieties:

Braeburn27 34

Royal Gala112 122

Other traditional105 112

1,191 1,086

Risk management strategy:

The Group is exposed to financial risks arising from changes in climatic conditions, market prices and the value of the New Zealand

dollar. The Group mitigates these risks by geographical spread of orchards, installing hail and frost protection on orchards which have

shown to be more susceptible to these risks, utilising foreign currency derivative instruments and building close working relationships

with key customers.

C2. Unharvested Agricultural Produce

20242023

$000's$000's

Balance at beginning of the year24,222 25,149

Decrease due to harvest(24,222)(25,149)

Development expenditure28,546 24,981

Fair value adjustment(1,898)(759)

Balance at end of the year26,648 24,222

The assessment of the value of unharvested agricultural produce was undertaken by management, using a discounted cash flow

model, and is calculated as the fair value less estimated harvest and post-harvest costs (including costs to sell) of the unharvested

crop on the trees at the reporting date. The risk adjusting discount rate represents an allowance for adverse events that may affect

crop, harvest and/or market conditions. This calculation is also benchmarked against orchard costs incurred during the current

growing cycle.

The Group’s unharvested agricultural produce is classified as Level 3 in the fair value hierarchy.

The significant unobservable inputs included in the model are the:

20242023

Production levels (tonnes per hectare per annum)59 - 9842 - 164

Orchard gate returns per TCE$29 to $76$24 to $67

Risk adjusting discount rates 46% to 64%46% to 64%

The higher the yield per hectare and the higher the orchard gate returns per TCE, the higher the fair value. The higher the risk adjusting

discount rate, the lower the fair value.

Notes to the financial statements / 67

Annual Report - Year Ended 31 December 2024

C3. Investments Accounted for Using the Equity Method
Details of each of the Group’s material joint ventures at the end of the reporting period are as follows:

Joint venturesPrincipal activity

Country of

incorporation HoldingBalance date

20242023

ANZ Exports Pty LtdTrading companyAustralia42.50%42.50%30 June

Esro Petfood B.VTrading companyThe Netherlands50%50%31 December

FI Group Holding Pty LtdTrading companyAustralia50%50%30 June

Meateor Australia Pty LtdTrading companyAustralia50%33.33%30 June

Meateor Pet Foods Limited PartnershipTrading companyNew Zealand 50%50%31 December

Profruit (2006) LimitedTrading companyNew Zealand 100%50%31 December

Summarised financial information in respect of the Group’s joint ventures is set out below. The aggregate summarised financial

information below represents amounts in joint ventures’ financial statements prepared in accordance with NZ IFRS Standards.

The Australian incorporated entities have a balance date of 30 June which aligns with the income tax year in Australia.

In October 2022, Scales acquired the shareholdings of FI Group Holding Pty Limited, ANZ Exports Pty Limited and Meateor Australia

Pty Limited. Scales provided a put option to the other shareholders of each entity for the remaining shares and the shareholders

provided Scales with a call option for the remaining shares. The exercise price is set at a value based on a multiple of the respective

entities’ EBITDA. The options are recorded in the statement of financial position, refer to note E2.

Scales increased its investment share in Meateor Australia Pty Limited in June 2024. The additional shareholding was acquired from

the third joint venture partner. The total shareholding in Meateor Australia Pty Limited is now 50%. The arrangement is still of joint

control.

In June 2024, Scales acquired the remaining 50% shareholding in Profruit, previously held by Bostock Group Limited (Bostock).

The summarised financial information for Profruit is in respect of Scales’ equity accounting share for the first 5.5 months up until

acquisition, whereby Profruit then became a 100% owned subsidiary of the Group. Refer to note F3 for the acquisition accounting of

Profruit.

Summarised financial information for Profruit (2006) Limited - pre acquisition period ending 13 June 2024

20242023

$000's$000's

Current assets- 17,096

Non-current assets- 6,032

Current liabilities- (7,390)

Non-current liabilities- -

Net assets- 15,738

Group's share in the net assets- 7, 8 6 9

Carrying amount of investment in equity accounted entities- 7, 8 6 9

The above amounts of assets and liabilities include the following:

Cash and cash equivalents- 491

Current financial liabilities (excluding trade and other payables and provisions)- (2,143)

Non-current financial liabilities (excluding trade and other payables and provisions)- -

Capital commitments- 357

Revenue10,472 26,225

Profit for the year after tax726 3,525

Other comprehensive income attributable to the owners of the company- -

Total comprehensive income726 3,525

The above profit for the year includes the following:

Depreciation and amortisation417 668

Interest expense181 734

Income tax expense283 1,383

Scales Corporation Limited

68 / Notes to the financial statements

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the
consolidated financial statements:

20242023

$000's$000's

Share of profit before taxation505 2,454

Share of income tax(142)(692)

Share of other comprehensive income (net of tax)- -

Share of net profit for the year and total comprehensive income363 1,762

Carrying value at beginning of the year7, 8 6 9 6,857

Investment acquired(8,232)-

Dividends and distributions paid- (750)

Investment in equity accounted entities- 7, 8 6 9

Summarised financial information for Meateor Pet Foods Limited Partnership

Current assets20,443 28,162

Non-current assets33,285 33,389

Current liabilities(10,222)(14,421)

Non-current liabilities(3,351)(3,862)

Net assets40,155 43,268

Group's share in the net assets of equity accounted entities20,078 21,634

Carrying amount of investment in equity accounted entities20,078 21,634

The above amounts of assets and liabilities include the following:

Cash and cash equivalents549 422

Current financial liabilities (excluding trade and other payables and provisions)(3,500)(8,400)

Non-current financial liabilities (excluding trade and other payables and provisions)- -

Capital commitments- 750

Revenue60,863 53,007

Profit for the year after tax2,117 1,788

Other comprehensive income attributable to the owners of the company(3,229)(154)

Total comprehensive income

(1,112)1,634

The above profit for the year includes the following:

Depreciation and amortisation1,643 1,322

Interest expense937 649

Income tax expense- -

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the

consolidated financial statements:

Share of profit before taxation1,059 894

Share of income tax- -

Share of other comprehensive income (net of tax)(1,615)(77)

Share of net profit for the year and total comprehensive income(556)817

Carrying value at beginning of the year21,634 20,817

Dividends and distributions paid by equity accounted entities(1,000)-

Investment in equity accounted entities20,078 21,634

C3. Investments Accounted for Using the Equity Method (continued)

Notes to the financial statements / 69

Annual Report - Year Ended 31 December 2024

Underlying* financial performance of Meateor Pet Foods Limited Partnership:
20242023

$000's$000's

Underlying EBITDA/EBITDA**4,697 3 ,738

Depreciation and amortisation(1,643)(1,322)

Underlying finance revenue/finance revenue- 21

Underlying finance costs/finance cost(937)(649)

Income tax expense- -

Underlying NPAT/NPAT2,117 1,788

Share of Meateor Pet Foods Limited Partnership Underlying NPAT included in

Group Underlying EBITDA

1,059 894

* Underlying EBITDA, Underlying finance costs, Underlying finance revenue and Underlying NPAT are non-GAAP profit measures. The Directors and management believe that these

profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented in addition to

GAAP (NZ IFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.

** EBITDA is a non-GAAP measure and is defined internally by management as Earnings Before Interest, Tax, Depreciation and Amortisation

Underlying EBITDA and Underlying NPAT are equal to EBITDA and NPAT for both 2024 and 2023.

Summarised financial information for the Australian Joint Venture equity accounted entities

The 2023 comparatives have been retrospectively corrected which involved restating the below disclosure. The change that has been

made to the 2023 comparatives is to goodwill, which was previously included in non-current assets but has now been excluded and

shown with the goodwill asset line. The same approach has been applied to the 2024 disclosure.

20242023 (Restated)

$000's$000's

Current assets84,925 62,020

Non-current assets35,041 38,246

Current liabilities(61,659)(43,214)

Non-current liabilities(36,787)(3 6 , 074)

Net assets21,520 20,978

Group's share in the net assets of equity accounted entities10,716 9,613

Goodwill25,261 24,563

Effect of foreign exchange translation1,157 224

Carrying amount of investment in equity accounted entities3 7,1 3 4 34,400

The above amounts of assets and liabilities include the following:

Cash and cash equivalents6,500 492

Current financial liabilities (excluding trade and other payables and provisions)(38,840)(26,793)

Non-current financial liabilities (excluding trade and other payables and provisions)(39,600)(3 7, 4 42 )

Revenue524,756 384,033

Profit for the year after tax9,986 12,355

Other comprehensive income attributable to the owners of the company(5,436)1,031

Total comprehensive income

4,550 13,386

The above profit for the year includes the following:

Depreciation and amortisation2,908 876

Interest income3,307 6,186

Interest expense6,440 2,933

Income tax expense4,557 3,132

C3. Investments Accounted for Using the Equity Method (continued)

Scales Corporation Limited

70 / Notes to the financial statements

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the
consolidated financial statements:

20242023

$000's$000's

Share of profit before taxation7, 8 75 7,1 2 1

Share of income tax(2,895)(1,647)

Share of other comprehensive income (net of tax)(2,858)1,631

Share of net profit for the year and total comprehensive income2,122 7,1 0 5

Carrying value at beginning of the year34,400 2 7,07 1

Dividends and distributions paid by equity accounted entities(545)-

Effect of foreign exchange translation1,157 224

Investment in equity accounted entities3 7,1 3 4 34,400

Underlying financial performance of Australian Joint Ventures:*

Underlying EBITDA/EBITDA**20,585 13,110

Depreciation and amortisation(2,908)(876)

Finance revenue3,307 6,186

Adjustment(3,300)(6,133)

Underlying finance revenue****7 53

Finance cost(6,4 40)(2,933)

Adjustment2,841 392

Underlying finance cost****(3,599)(2,541)

Income tax expense(4,557)(3,132)

Underlying NPAT***9,527 6,615

Adjustment459 5,740

N PAT9,986 12,355

Share of Australian Joint Ventures Underlying NPAT included in Group Underlying EBITDA4,923 3,561

* Underlying EBITDA, Underlying finance costs, Underlying finance revenue and Underlying NPAT are non-GAAP profit measures. The Directors and management believe that these

profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented in addition to

GAAP (NZ IFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.

** EBITDA is a non-GAAP measure and is defined internally by management as Earnings Before Interest, Tax, Depreciation and Amortisation.

***Underlying NPAT excludes an adjustment of $459k for 2024 (Scales’ share $57k) and $5.7m for 2023 (Scales’ share $1.9m). The adjustments relate to excluding the non-cash

entries in relation to the interest-free related party loan, comprising the gain on initial recognition of the loan and the unwind of the discount. The non cash entries are included for NZ

IFRS financial purposes but are excluded from Underlying NPAT.

****Underlying finance costs and underlying finance revenue are non-GAAP measures that are defined by management as the finance costs and finance revenue exclusive of the

unwinding discount on the related party loan and the Fayman acquisition settlement adjustments.

Summarised financial information for Esro Petfood B.V.

20242023

$000's$000's

Current assets9,620 1,838

Non-current assets13,507 5,479

Current liabilities(7,019)(1,040)

Non-current liabilities(22,370)( 7, 9 8 4)

Net assets(6, 262)(1,707)

Group's share in the net assets of equity accounted entities(3,131)(854)

Effect of foreign exchange translation- -

Carrying amount of investment in equity accounted entities- -

The above amounts of assets and liabilities include the following:

Cash and cash equivalents2,853 566

Current financial liabilities (excluding trade and other payables and provisions)(708)(105)

Non-current financial liabilities (excluding trade and other payables and provisions)(20,095)( 7, 9 8 4)

C3. Investments Accounted for Using the Equity Method (continued)

Notes to the financial statements / 71

Annual Report - Year Ended 31 December 2024

20242023
$000's$000's

Revenue14,980 714

Loss for the year after tax(3,511)(1,340)

Other comprehensive income attributable to the owners of the company- -

Total comprehensive loss

(3,511)(1,340)

The above loss for the year includes the following:

Depreciation and amortisation1,384 69

Interest expense1,383 211

Income tax expense1,170 4 47

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the

consolidated financial statements:

Share of profit before taxation- -

Share of income tax- -

Share of other comprehensive income (net of tax)- -

Share of net profit for the year and total comprehensive income- -

Carrying value at beginning of the year- -

Effect of foreign exchange translation- -

Investment in equity accounted entities- -

Underlying financial performance of Esro Petfood B.V.:*

Underlying EBITDA/EBITDA**(1,914)(1,506)

Depreciation and amortisation(1,384)(69)

Underlying finance revenue/finance revenue- -

Underlying finance costs/finance cost(1,383)(211)

Income tax expense1,170 4 47

Underlying NPAT/NPAT(3,511)(1,340)

Share of Esro Petfood B.V. Underlying NPAT included in Group Underlying EBITDA(1,755)(670)

* Underlying EBITDA, Underlying finance costs, Underlying finance revenue and Underlying NPAT are non-GAAP profit measures. The Directors and management believe that these

profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented in addition to

GAAP (NZ IFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.

** EBITDA is a non-GAAP measure and is defined internally by management as Earnings Before Interest, Tax, Depreciation and Amortisation

Esro Petfood B.V. generated an Underlying loss of $3.5m (Scales’ share of $1.7m) for the year end 31 December 2024. The Group does

not provide a guarantee, which results in the loss being capped at zero.

For IFRS financial reporting purposes no profit has been recognised in Scales’ Group result for 2024 and 2023.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets

of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when

decisions about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities

of joint ventures are incorporated in these consolidated financial statements using the equity method of accounting. Under the

equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost

and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the joint venture.

Dividends or distributions received from a joint venture reduce the carrying amount of the investment in that joint venture in the Group

financial statements. When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint venture, the Group

discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred

legal or constructive obligations or made payments on behalf of the joint venture.

An investment in a joint venture is accounted for using the equity method from the date on which the investee becomes a joint venture

until the date it ceases to be a joint venture. On acquisition of the investment in a joint venture, any excess of the cost of the investment

over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is

included within the carrying value of the investment. The requirements of NZ IAS 36 Impairment of Assets are applied to determine

whether it is necessary to recognise any impairment loss.

C3. Investments Accounted for Using the Equity Method (continued)

Scales Corporation Limited

72 / Notes to the financial statements

C4. Goodwill
20242023

$000's$000's

Gross carrying amount

Balance at beginning of the year36,972 45,527

Goodwill recognised on business acquisition19 -

Impairment of goodwill- (8,531)

Effect of foreign currency exchange differences3,639 (24)

Balance at end of the year40,630 36,972

Goodwill arising on the acquisition of a business is carried at cost as established at the date of acquisition of the business less

accumulated impairment losses, if any. Goodwill is tested for impairment annually, or more frequently if there are indications that

goodwill might be impaired. For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGUs)

listed below which represent the lowest level at which the Directors monitor goodwill.

Global Proteins - Shelby32,954 29,315

Horticulture - Fern Ridge5,702 5,702

Horticulture - Profruit19 -

Logistics1,955 1,955

40,630 36,972

As at 31 December 2024, the Directors have determined, based on discounted cash flow and value in use calculations, that there is no

impairment of goodwill associated with Shelby, Fern Ridge, Profruit and Logistics.

The discounted cash flow and value in use calculations use future cash flows covering a five year period based on a Board approved

budget. The models were based on the following key assumptions:

20242023

Pre-tax discount rates9-16%12-16%

Annual growth rates2%3%

The Directors consider that any reasonably possible changes in the key assumptions would not cause the carrying amount of any of

the CGUs to exceed their recoverable amount.

C5. Inventories

20242023

$000's$000's

Finished goods 19,897 24,854

Other 5,065 4,689

24,962 29,543

Inventories are stated at the lower of cost and net realisable value. Cost means the actual cost of the inventory and in determining cost

the first in first out basis of stock movement is followed, with due allowance having been made for obsolescence. Net realisable value

represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

A provision of $0.5m (2023: $1.6m) has been recorded relating to aged inventory within the Global Proteins division. The provision

relates to inventory that has reached or is nearing its expiry date and cannot be sold or may not be sold with certainty in the market.

The provision includes the costs of the inventory plus disposal costs.

Notes to the financial statements / 73

Annual Report - Year Ended 31 December 2024

C6. Impairment of Assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether

there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable

amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs.

A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that

the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated

first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the

carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss and is not reversed in

subsequent periods.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future pre-tax

cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time

value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or

CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is

carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

C7. S o f t w a r e

Software is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is

directly attributable to the acquisition of the item. Amortisation is calculated on a straight line basis. The estimated useful life of 3 years

is used in the calculation of amortisation.

20242023

$000's$000's

Gross carrying amount

Opening balance8,558 8,233

Acquisition through business combination132 -

Additions507 325

Closing balance9,197 8,558

Accumulated amortisation

Opening balance(7,398)(6,901)

Amortisation expense( 74 4)(4 97)

Closing balance(8,142)(7,398)

Net book value1,055 1,160

D. Capital Funding

This section explains how Scales manages its capital structure and how dividends are returned to shareholders.

Capital management

The Group’s capital includes share capital, reserves and retained earnings. The Group’s policy is to maintain a strong capital base

so as to maintain investor, creditor and customer confidence and to sustain the future development of the business. The impact of

the level of capital on shareholders’ return is also recognised and the Group recognises the need to maintain a balance between the

higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

Scales Corporation Limited

74 / Notes to the financial statements

D1. Share Capital
Issued and paid up capital consists of 143,571,527 fully paid ordinary shares (2023: 143,095,981) less treasury stock of 1,144,690

shares (2023: 1,160,229 shares) (refer to note D2). All shares rank equally in all respects.

Shares issued or purchased on market under the Senior Executive Share Scheme (Share Scheme) (note D2) are treated as treasury

stock until vesting to the employee.

Number of shares

20242023

Fully paid ordinary shares:

Opening balance143,095,981 142,721,868

Share Scheme - shares issued475,546 3 74 , 1 1 3

Closing balance143,571,527 143,095,981

Treasury stock:

Opening balance1,160,229 1,088,295

Share Scheme - shares issued475,546 3 74 , 1 1 3

Share Scheme - shares forfeited and sold(68,931)(28,898)

Share Scheme - shares fully vested(422,154)(273,281)

Closing balance1,144,690 1,160,229

The available subscribed capital of $51,835,684 (2023: $50,313,936) represents the amount of the shareholders’ equity that is

available to be returned to shareholders on a tax-free basis.

In accordance with the Companies Act 1993 the Company does not have a limited amount of authorised capital and issued shares do

not have a par value.

Movement in share capital related to share-based payments:

20242023

$000's$000's

Equity-settled employee benefit share scheme vested

Interest-free loan became full recourse1,271 730

Accumulated share option value reclassified from reserve into share capital578 499

Accumulated dividends reclassified from retained earnings into share capital221 145

2,070 1 , 3 74

D2. Reserves

Revaluation

Cash flow

hedge

Share

of joint

ventures

Equity-

settled

employee

benefits

Foreign

exchange

translation

Pension

plan

reserve

To t a l

reserves

$000's$000's$000's$000's$000's$000's$000's

Balance at 1 January 202393,545 (2,686)518 1,082 162 (31)92,590

Other comprehensive (loss) income(3,188)8,086 1,576 - 307 107 6,888

Recognition of share-based

payments

- - - 456 - - 456

Shares fully vested- - - (4 99)- - (4 99)

Balance at 31 December 202390,357 5,400 2,094 1,039 469 76 99,435

Other comprehensive income (loss)8,019 (30,198)(4,021)- 3,630 218 (22,352)

Transfer to retained earnings(16,182)- - - - - (16,182)

Recognition of share-based payments- - - 710 - - 710

Shares fully vested- - - (578)- - (578)

Balance at 31 December 202482,194 (24,798)(1,927)1,171 4,099 294 61,033

Notes to the financial statements / 75

Annual Report - Year Ended 31 December 2024

D2. Reserves (continued)
Revaluation reserve

The revaluation reserve arises on the revaluation of land, buildings and apple trees, net of the related deferred tax.

Cash flow hedge reserve

The cash flow hedge reserve represents the unrealised gains and losses on interest rate and foreign currency contracts taken out to

manage the Group interest rate and foreign currency risks, net of the related deferred tax.

Equity-settled employee benefits reserve - LTI Scheme

The Share Scheme involves the Company making available interest-free loans to selected senior executives to acquire shares in the

Company. The senior executives will not gain any benefit with respect to the shares purchased under the Share Scheme unless they

remain in employment with the Group for a period of three years from the date of acquisition of those shares.

The shares are held by a custodian during the restricted period and are then transferred to the senior executive. All net dividends or

distributions received in respect of the shares must be applied to repayment of the interest-free loan.

LT I r o u n dGrant dateVe s ting date

Exercise

price, $

Number of shares

Opening

balanceGrantedFor feited

Vested and

exercised

Closing

balance

FY20R28-Jun-2024-Aug-244.19 194,511 - (41, 36 9)(153,142)-

FY207-A p r-2 17-A p r-2 43.20 275,706 - (6,694)(269,012)-

FY217-A p r-2 27-A p r-2 53.20 315,899 - (8,436)- 3 07, 4 6 3

FY2224 -A p r-2 324 -A p r-2 63.33 3 74 , 1 1 3 - (12,432)- 361,681

FY2324-Apr-2424 -A p r-2 72.72 - 475,546 - - 475,546

To t a l1,160,229 475,546 (68,931)(422,154)1,144,690

The weighted average share price for shares that vested during 2024 was $3.41.

The shares issued vest over three years. The estimated value of the share options is determined using the Black-Scholes pricing

calculator and is amortised over the restricted period. This cost is expensed with the corresponding credit included in the equity-

settled employee benefits reserve. Expected share price volatility was based on historical volatility of the Company’s ordinary shares.

LT I r o u n d

20242023

FY23FY22

The inputs into the option pricing calculator are:

Issue date share price, $3.20 3.24

Expected share price volatility, %31 25

Option life, years3 3

Risk-free interest rate, %4.92 4.14

Exercise price, $2.72 3.33

Fair value, at the grant date, $1.11 0.69

Equity-settled employee benefits reserve - PSR Scheme

On 15 December 2023 the Board approved the Scales’ Performance Share Rights Scheme to grant performance rights to key

senior management personnel as a long-term incentive programme. The first round of performance rights were issued under this

programme during the period.

PSR roundGrant dateVe s ting date

Number of rights

Opening

balanceGrantedFor feited

Vested and

exercised

Closing

balance

F Y 2 3 -T 120-Dec-239-Mar-265 6 ,74 8 - - - 5 6 ,74 8

FY23 -T220-Dec-232 3 - M a r-2 638,113 - - - 38,113

F Y 2 3 -T 320-Dec-239-Mar-26228,095 - - - 228,095

F Y 2 4 A -T 11-May-2412-Mar-27- 55,904 - - 55,904

F Y 2 4 A -T 21-May-2425-Feb-27- 3 7, 6 9 1 - - 3 7, 6 9 1

F Y 2 4 A -T 31-May-2412-Mar-27- 228,095 - - 228,095

F Y 2 4 B -T 14-Dec-2412-Mar-27- 38,591 - - 38,591

F Y 2 4 B -T 24-Dec-2425-Feb-27- 38,591 - - 38,591

To t a l322,956 398,872 - - 721,828

Scales Corporation Limited

76 / Notes to the financial statements

Total Shareholder Returns (TSR) Hurdles - Tranches 1 and 3
The proportion of performance rights subject to the absolute TSR growth hurdle which may vest is dependent on Scales’ TSR

compound annual growth rate (CAGR) across a 3-year measurement period.

TSR is the Company’s total shareholder returns. TSR measures the total return received by Scales’ investors from the increase in the

market value of an ordinary share in Scales and the receipt of gross dividends and other distributions, from the commencement date

to the vesting date.

For each tranche that vests the rights are awarded on a straight-line basis dependent on the TSR CAGR achieved.

TSR related performance rights vest according to the following performance criteria for each unvested tranche:

Tranche 1 - % vesting

0%< 8.5% CAGR

25%= 8.5% CAGR

26% - 99% (straight-line pro rata)> 8.5%, < 12.5% CAGR

100%= 12.5% CAGR

Tranche 3 - % vesting

0%= 12.5 % CAGR

1% - 99% (straight-line pro rata)> 12.5%, < 31.1% CAGR

100%= 31.1% CAGR

The TSR performance tranches are calculated across the following periods:

Round Vesting Period

FY23 - Tranche 1 and 3 20 December 2023 to 7 days after the announcement date of the FY25 Result

FY24 A and B - Tranche 1 and 3 7 March 2024 to 7 days after the announcement date of the FY26 Result

The fair value of the TSR performance rights have been valued under a variant of the dividend adjusted Monte Carlo simulation.

The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from the grant date.

Tranche 1 & 3

The inputs into the Monte Carlo simulation are:FY24AFY24BFY23

Risk free interest rate, %5.00 4.41 4.53

Expected life, years2.90 2.30 2.20

Expected share volatility, %*30.87 32.62 31.12

Fair value, at the grant date, $3.20 4.05 3.17

* Volatility represents the volatility of Scales’ NZD share price over a 3-year period.

Earnings per Share (EPS) Hurdle - Tranche 2

The proportion of performance rights subject to the EPS growth hurdle which may vest is dependent on Scales’ EPS CAGR across a

3-year measurement period. For each tranche that vests the rights are awarded on a straight-line basis dependent on the EPS CAGR

achieved. EPS growth hurdle is considered a non-market condition.

EPS related performance rights vest according to the following performance criteria:

Tranche 2 - % vesting

0%< 5% CAGR

25%= 5% CAGR

26% - 99% (straight-line pro rata)> 5%, < 10% CAGR

100%= 10% CAGR

The EPS performance is calculated across the following periods:

Round Vesting Period

FY23 - Tranche 2 20 December 2023 to the announcement date of the FY25 Result

FY24 - Tranche 2 22 February 2024 to the announcement date of the FY26 Result

D2. Reserves (continued)

Notes to the financial statements / 77

Annual Report - Year Ended 31 December 2024

D2. Reserves (continued)
The fair value of the EPS performance rights have been assessed as Scales’ share price as at grant date less the present value of the

dividends forecast to be paid prior to each vesting date.

The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from grant date.

Vesting of performance rights also requires the employee to remain in employment with the Company during the performance period.

The Company has expensed in the income statement $286k (2023: nil) in relation to performance rights.

Foreign exchange translation reserve

Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net

investment, are accounted for in two ways. Gains or losses relating to the effective portion of the hedge are recognised in other

comprehensive income. Any gains or losses relating to the ineffective portion of the hedge are recognised in profit or loss.

Gains or losses arising on translation of foreign subsidiaries results (Note B6) are also recognised in this reserve.

D3. Dividends Attributable to Equity Holders of the Company

20242023

$000's$000's

Final dividend paid - 4.25 (2023: 13.00) cents per share6,042 18,452

Interim dividend declared - 7.25 (2023: 4.25) cents per share10,332 6,041


1 6 , 3 74 24,493

All above dividends were fully imputed.

The 2024 interim dividend was declared on 4 December 2024 and paid on 17 January 2025.

D4. Imputation Credit Account

20242023

$000's$000's

Balance at end of the year5,901 8,651

The imputation credit account balance represents the net amount available at the reporting date that can be attached to future

dividends declared.

The Scales Corporation Limited consolidated tax group for income tax includes Scales Corporation Limited and all New Zealand

registered subsidiary companies other than Scales Employees Limited, Fern Ridge Produce Limited, and Profruit (2006) Limited.

D5. Earnings Per Share

Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average

number of ordinary shares on issue during the year, excluding shares held as treasury stock. Diluted earnings per share assumes

conversion of all dilutive potential ordinary shares in determining the denominator.

20242023

Profit attributable to equity holders of the Company, $000’s:

30,726 5,235

Weighted average number of shares:

Ordinary shares142,200,207 141,831,545

Effect of dilutive ordinary shares (non-vested Senior Executive Share Scheme)416,550 116,268

Weighted average number of Ordinary Shares for diluted earnings per share 142,616,757 141,947,813

Earnings per share (cents):

Basic - continuing21.6 3.7

Diluted - continuing21.5 3.7

Scales Corporation Limited

78 / Notes to the financial statements

E. Financial Assets and Liabilities
This section explains the financial assets and liabilities of Scales, the related risks and how Scales manages these risks.

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL) and

‘measured at amortised cost’.

The classification depends on the business model for managing the financial asset and the cash flow characteristics of the financial

asset and is determined at the time of initial recognition or when a change in the business model occurs.

Financial assets at FVTPL

Financial assets are classified as financial assets at FVTPL if they are not measured at cost or amortised cost. Gains and losses on a

financial asset designated in this category and not part of a hedging relationship are recognised in profit or loss.

Financial assets measured at amortised cost

The Group’s financial assets held in order to collect contractual cash flows that are solely payments of principal and interest on

the principal outstanding are measured at amortised cost. Cash and cash equivalents, trade receivables and employee loans are

classified in this category.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses (ECL) on investments in debt instruments that are measured

at amortised cost, trade and other receivables. The amount of expected credit losses is updated at each reporting date to reflect

changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for trade receivables. The expected credit losses on these financial assets is estimated

using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,

general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting

date, including time value of money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since

initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the

Group measures the loss allowance for that financial instrument at an amount equal to twelve-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial

instrument. In contrast, twelve-month ECL represents the portion of lifetime ECL that is expected to result from default events on

a financial instrument that are possible within twelve months after the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the

Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective

interest rate.

Financial liabilities measured at amortised cost

The Group’s financial liabilities include trade and other payables and borrowings. These financial liabilities are initially recognised at fair

value net of any directly attributable costs. Subsequent to initial recognition, they are measured at amortised cost using the effective

interest method.

Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to

their fair value with reference to observable market data at the end of each reporting period. The resulting gain or loss is recognised

in profit or loss immediately unless the derivative is designated as an effective hedging instrument, in which event the timing of the

recognition in profit or loss depends on the nature of the hedge relationship. The Group designates certain derivatives as cash flow

hedges. A derivative is presented as a non-current asset or a non-current liability where the cash flow will occur after twelve months

and it is not expected to be realised or settled within twelve months. Other derivatives are presented as current assets or current

liabilities.

Hedge accounting

At the inception of a hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item,

along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception

of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is

highly effective in offsetting changes in cash flows of the hedged item, attributable to the hedged risk.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in

other comprehensive income and accumulated as a separate component of equity in the hedging reserve. The gain or loss relating to

the ineffective portion is recognised immediately in profit or loss, and is included in ‘other income’ or ‘other losses’.

Amounts recognised in the hedging reserve are reclassified from equity to profit or loss in the periods when the hedged item is

recognised in profit or loss, in the same line as the recognised hedged item. Hedge accounting is discontinued when the Group

revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge

accounting. Any cumulative gain or loss deferred in the hedging reserve at that time remains in equity and is recognised when

the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the

cumulative gain or loss that was deferred in the hedging reserve is recognised immediately in profit or loss.

Notes to the financial statements / 79

Annual Report - Year Ended 31 December 2024

Hedges of net investments in foreign operations
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging

instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated under the

heading of foreign exchange translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit

or loss. Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign exchange

translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

E1. Trade and Other Receivables

20242023

$000's$000's

Trade receivables33,237 25,589

Other receivables1,416 3,637

Owing by entities accounted for using the equity method- 1,628

Goods and services tax3,372 3,175

38,025 34,029

Credit risk management

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual obligations

resulting in financial loss to the Group. Financial instruments which potentially subject the Group to credit risk principally consist of

cash and cash equivalents, trade and other receivables and advances. The Group performs credit evaluations on trade customers

and obtains trade credit insurance as appropriate but generally does not require collateral. The Group continuously monitors the

credit quality of its major receivables and does not anticipate non-performance of those customers. Cash and cash equivalents are

placed with high credit quality financial institutions.

There is a significant concentration of credit risk with 5 customers who represent 26.60% (2023: 5 customers who represented

35.95%) of trade and other receivables.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within one month, and

for which provision for expected credit losses was not material as there has not been a significant change in credit quality and the

amounts are still considered recoverable. No collateral is held over these balances although trade credit insurance cover is obtained in

respect of some specific receivables. Interest is not charged on overdue debtors.

Ageing of past due trade receivables:

1 month6,614 5,159

2 months2,019 2,049

More than 2 months2,982 6,895

11,615 14,103

There was an ECL provision of $0.3m as at 31 December 2024 (2023: $0.4m), which is included within the trade receivables balance

above.

E2. Other Financial Assets

Current

20242023

$000's$000's

At fair value:

Foreign currency derivative instruments1,470 5,217

Interest rate swap contracts and forward rate agreements760 772

2,230 5,989

Non-current:

At fair value:

Foreign currency derivative instruments3,636 13,678

Interest rate swap contracts and forward rate agreements504 262

Joint venture call option- 171

Shares in unlisted companies185 184

At amortised cost:

Employee loans3,113 2,103

Related party loans29,750 12,679

3 7,1 8 8 29,077

E. Financial Assets and Liabilities (continued)

Scales Corporation Limited

80 / Notes to the financial statements

E3. Trade and Other Payables
20242023

$000's$000's

Trade payables14,011 10,224

Accruals10,216 11,816

Employee entitlements5,625 4,406

29,852 26,446

E4. Borrowings

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured

at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit

or loss over the period of the borrowing using the effective interest method. The fair value of current and non-current borrowings is

approximately equal to their carrying amount.

The Group replaced existing Multi-Option Facility Agreements with Coöperatieve Rabobank U.A., New Zealand Branch (Rabobank)

and Westpac New Zealand Limited (Westpac) with new agreements on 11 November 2021. The existing facility agreement with ANZ

Bank New Zealand Limited (ANZ) was also replaced with a new agreement on 11 November 2021.

All NZD and AUD term debt was repaid during 2024. Term debt remaining at 31 December 2024 is the USD denominated loans. The

USD denominated loans are designated as a hedge of net investments in foreign operations.

Facility limitUndrawn facility

Term facilities

2024202320242023

$000's$000's$000's$000's

Rabobank NZD- 1,000 - -

Rabobank USD11,635 11,635 - -

Rabobank AUD- 12,500 - -

Westpac NZD- 1,000 - -

Westpac USD11,635 11,635 - -

Westpac AUD- 12,500 - -

Seasonal facilities and overdraft facility

Rabobank seasonal facility20,000 5,000 20,000 5,000

Westpac seasonal facility20,000 5,000 20,000 5,000

ANZ overdraft1,000 1,000 1,000 1,000

Group term debt is subject to financial covenants tested quarterly on 31 March, 30 June, 30 September and 31 December of each

year. The covenant measures the interest cover ratio and net debt to EBITDA ratio of the Charging Group. The Group has complied

with all financial covenants in 2024 and 2023. There are no indications the Group will have difficulty complying with the covenants in

the next 12 months.

The floating interest rate is 1.20% to 6.97% (2023: 4.24% to 6.87%) and the term borrowing facility expiry date is 1 July 2026. Seasonal

facilities presented as current borrowings are due for repayment within one year. The bank facilities are secured by a first ranking

security interest granted by each of the Charging Group Companies over all its present and after-acquired property (including

proceeds) and a first ranking security interest over any of the Charging Group Companies’ present and future assets and undertakings

which are not personal property. The bank facilities are also secured by first and exclusive registered mortgages over property

comprising coolstores, orchards and industrial and commercial property owned by members of the Charging Group. Charging Group

Companies as at 31 December 2024 are Scales Corporation Limited, Scales Holdings Limited, Mr Apple New Zealand Limited, New

Zealand Apple Limited, Fern Ridge Produce Limited, Profruit (2006) Limited, Geo.H.Scales Limited, Meateor Foods Limited, Scales,

Logistics Limited and Meateor Group Limited.

Term borrowings

20242023

Seasonal (current) and term (non-current) borrowings:

$000's$000's

Opening balance65,647 38,732

Debt acquired on acquisition through business combination5,444

Drawdowns81,500 27,306

Repayments(116,024)-

Effect of foreign currency translation4,692 (391)

41,259 65,647

Notes to the financial statements / 81

Annual Report - Year Ended 31 December 2024

E5. Other Financial Liabilities
Current financial liabilities at fair value

20242023

$000's$000's

Foreign currency derivative instruments23 ,700 4,554

Put options18,218 13,970

41,918 18,524

Non-current financial liabilities at fair value

Foreign currency derivative instruments18,688 6,699

18,688 6,699

In 2018 the Group acquired 60% of Shelby JV LLC and its subsidiaries Shelby Foods LLC, Shelby Exports Inc, Shelby Cold Storage

LLC, Shelby Trucking LLC and Shelby Properties LLC (collectively, Shelby Group).

As part of the transaction, the Company entered into an agreement with the vendor whereby the vendor has an option to put a further

5% of total units in Shelby Group to Scales at a value based on a multiple of Shelby Group EBITDA. The obligation to acquire the

ownership interest under the put option is included in other financial liabilities. The option expires in 2025.

E6. Interest Rate Risk

Interest rate risk management

The Group is exposed to interest rate risk as it borrows funds at floating interest rates. Management monitors the level of interest rates

on an ongoing basis and may use interest rate swaps and forward rate agreements to manage interest rate risk.

Interest rate swap contracts and forward rate agreements

Under interest rate swap contracts and forward rate agreements, the Group agrees to exchange the difference between fixed and

floating rate interest amounts calculated on agreed notional principal amounts. Such contracts, some of which can commence in

future reporting years, enable the Group to mitigate the risk of changing interest rates on the cash flow exposures on the issued

floating rate debt. The fair value of these contracts at the reporting date is determined by discounting the future cash flows using the

forward interest rate curves at reporting date and the credit risk inherent in the contracts. The average contracted fixed interest rate is

based on the notional principal amount at balance date.

The Group’s interest rate swap contracts and forward rate agreements are classified as Level 2 in the fair value hierarchy.

Interest rate swap contracts:

Fixed Interest RateNotional principal amountFair value

202420232024202320242023

%%$000's$000's$000's$000's

Maturity Date

Within 1 year0.89 - 9,752 - 215 -

2-5 years2.53 0.97 28,369 1 7, 3 5 0 1,049 1,034

After 5 years- - - - - -

38,121 17, 3 5 0 1,264 1,034

These interest rate swap contracts and forward rate agreements, exchanging floating rate interest amounts for fixed rate interest

amounts, are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting from floating interest

rates on borrowings. The interest rate swap and forward rate agreement payments, and the interest payments on the loans occur

simultaneously, and the amount deferred in equity is recognised in profit or loss over the period that the floating rate interest payments

on debt impact profit or loss.

As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs

a qualitative assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the

corresponding hedged items will systematically change in opposite directions in response to movements in the underlying interest

rates. The main source of hedge ineffectiveness in these hedge relationships (which is not material) is the effect of the counterparty

and the Group’s own credit risk on the fair value of the interest rate swap contract, which is not reflected in the fair value of the hedged

item attributable to the change in interest rates. No other sources of ineffectiveness emerged from these hedging relationships.

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative

instruments at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at

reporting date was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to key

management personnel and represents management’s assessment of the reasonably possible change in interest rates. Impact on net

profit after tax assumes that none of floating interest rate borrowings were hedged.

Scales Corporation Limited

82 / Notes to the financial statements

E6. Interest Rate Risk (continued)
20242023

+1%-1%+1%-1%

$000's$000's$000's$000's

Impact on net profit after tax350 (350)158 (158)

Impact on cash flow hedge reserve net of tax708 ( 74 9)246 (254)

E7. Foreign Currency Risk

Foreign currency risk management

Foreign currency risk is the risk that the value of the Group’s assets and liabilities or revenues and expenses will fluctuate due to

changes in foreign exchange rates. The Group is exposed to currency risk as a result of normal trading transactions denominated in

foreign currencies. The currencies in which the Group primarily trades are the Australian dollar, Euro, Canadian dollar, Great Britain

pound and United States dollar, with the largest exposure being to the United States dollar.

Currency risk is managed by the natural hedge of foreign currency receivables and payables and the use of foreign currency derivative

financial instruments. The fair value of foreign currency derivative financial instruments at the reporting date is determined on a

discounted cash flow basis whereby future cash flows are estimated based on forward exchange rates and contract forward rates,

discounted at a rate that reflects the credit risk of various counterparties.

The Group’s forward foreign exchange contracts and foreign exchange options are classified as Level 2 in the fair value hierarchy.

Foreign currency instruments at balance date:

20242023

Contract ValueFair ValueContract ValueFair Value

$000's$000's$000's$000's

Sale commitments forward foreign exchange contracts572,711 (28,487)371,325 5,888

Sale commitments foreign exchange options178,507 (8 ,795)185,240 1,754

These foreign currency instruments are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting

from movements in foreign currency exchange rates on anticipated future transactions. It is anticipated that the sales will take place

during the 2025 to 2029 financial years at which stage the amount deferred in equity will be released into profit or loss.

For hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and underlying) of the

foreign currency instruments and their corresponding hedged items are the same, the Group performs a qualitative assessment of

effectiveness and it is expected that the value of the instruments and the value of the corresponding hedged items will systematically

change in opposite directions in response to movements in the underlying exchange rates. The Group uses the hypothetical derivative

method for the hedge effectiveness assessment and measurement of hedge ineffectiveness. As for the hedge of the net investment

in Meateor US LLC sub-group, the Group assesses effectiveness by comparing the nominal amount of the net assets designated in

the hedge relationship with the nominal amount of the hedging instrument. This is a simplified approach because the currency of the

exposure and hedging instruments perfectly match and the Group excludes from the designation the foreign currency basis spread.

The following table demonstrates the sensitivity to a reasonably possible change of 5% in the value of New Zealand dollar against

other foreign currencies, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the

fair value of monetary assets and liabilities. The impact on the Group’s equity is due to changes in the fair value of forward exchange

contracts designated as cash flow hedges.

20242023

+5%-5%+5%-5%

$000's$000's$000's$000's

Impact on net profit after tax

USD(554)612 (655)724

AUD(6)6 (4)4

EUR(2)2 (10)11

GBP(4)4 - -

CAD- - - -

Impact on cash flow hedge reserve net of tax

USD(21,847)19,588 (15,408)13,943

AUD(6)5 - -

EUR(2,320)2,086 (1,886)1,704

GBP(807)714 (801)720

CAD(250)226 (216)195

Notes to the financial statements / 83

Annual Report - Year Ended 31 December 2024

E8. Categories of Financial Instruments
20242023

$000's$000's

Financial assets:

Amortised cost121,269 123,274

Derivative instruments in designated hedge accounting relationships6,370 19,929

Fair value through profit or loss185 355

1 2 7, 8 24 143,558

Financial liabilities:

Amortised cost81,443 98,134

Derivative instruments in designated hedge accounting relationships42,388 11,253

Fair value through profit or loss18,218 13,970

142,049 123,357

The carrying amount of financial instruments at amortised cost approximates their fair value.

Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and

actual cash flows and matching the maturity profiles of financial assets and liabilities.

The following table details the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based

on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table

includes both interest and principal cash flows. Foreign currency derivative liabilities are presented below at fair value.

E9. Maturity Profile of Financial Liabilities

Within 3 months4 months to 1 year1-5 years To t a l

$000's$000's$000's$000's

2024

Trade and other payables29,852 - - 29,852

Dividend declared10,332 - - 10,332

Put options18,218 - - 18,218

Borrowings624 990 42,550 44,164

Foreign currency derivatives1,441 21,034 19,913 42,388

60,467 22,024 62,463 144,954

2023

Trade and other payables26,446 - - 26,446

Dividend declared6,041 - - 6,041

Put options13,970 - - 13,970

Borrowings1,079 3,238 6 7,79 3 72,110

Foreign currency derivatives747 3,807 6,699 11,253

48,283 7,0 4 5 74 , 4 9 2 129,820

Scales Corporation Limited

84 / Notes to the financial statements

Notes to the financial statements / 85
Annual Report - Year Ended 31 December 2024

F. Group Structure
This section provides information about Scales’ Group structure and how it affects the financial position and performance of the

Group. It includes information about subsidiaries and non-controlling interests.

F1. Subsidiary Companies

Holding

Subsidiary companiesPrincipal activityCountry of incorporation20242023Balance date

Fern Ridge Produce LimitedTrading companyNew Zealand 100%100%31 December

Geo. H. Scales Limited Non trading companyNew Zealand 100%100%31 December

Longview Group Holdings LimitedNon trading companyNew Zealand 100%100%31 December

Meateor Foods Australia Pty LimitedTrading companyAustralia100%100%31 December

Meateor Foods LimitedTrading companyNew Zealand 100%100%31 December

Meateor Group LimitedHolding companyNew Zealand 100%100%31 December

Meateor US LLCHolding companyUnited States100%100%31 December

Mr Apple New Zealand LimitedTrading companyNew Zealand 100%100%31 December

New Zealand Apple LimitedTrading companyNew Zealand 100%100%31 December

Profruit (2006) LimitedTrading companyNew Zealand 100%50%31 December

Scales Employees LimitedCustodial companyNew Zealand 100%100%31 December

Scales FI Group Holding Pty LtdHolding companyAustralia100%100%31 December

Scales Holdings LimitedHolding companyNew Zealand 100%100%31 December

Scales Logistics LimitedFreight consolidatorNew Zealand 100%100%31 December

Scales Logistics Australia Pty LtdFreight consolidatorAustralia100%100%31 December

Selacs Insurance LimitedInsurance companyNew Zealand 100%100%31 December

Shelby Cold Storage, LLC Coldstore operatorUnited States60%60%31 December

Shelby Exports, IncNon trading companyUnited States60%60%31 December

Shelby Foods, LLC Trading companyUnited States60%60%31 December

Shelby JV LLCHolding companyUnited States60%60%31 December

Shelby Properties LLCNon trading companyUnited States60%60%31 December

Shelby Trucking LLCTrading companyUnited States60%60%31 December


Subsidiary companies are controlled by the Company. Control is achieved when the Company:

• has power over the investee;

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

• has the ability to use its power to affect its returns.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses

control of the subsidiary.

Scales Corporation Limited

86 / Notes to the financial statements

F2. Non-Controlling Interests
The following non-wholly owned subsidiaries of the Group have material non-controlling interests.

Proportion of equity interest held by non-controlling interests:

Subsidiary companiesCountry of incorporation

Non-controlling interest

20242023

Shelby JV LLC and its subsidiariesUnited States40%40%

The summarised financial information in respect of the Group’s subsidiary that have material non-controlling interests as at

31 December 2024, reflecting 100% of the underlying subsidiary’s relevant figures, is set out below:

20242023

$000's$000's

Statement of financial position

Current assets3 7,78 9 31,013

Non-current assets1 7, 6 6 9 11,362

Current liabilities(1 0 ,74 6)(8 , 1 74)

Non-current liabilities(14 4)(140)

Net assets44,567 34,060

Attributable to:

Equity holders of the Company2 6 ,74 0 20,436

Non-controlling interests1 7, 8 2 7 13,624

Note that a put option on 5% of the non-controlling interest shareholding is recognised as a financial liability, separate from non-

controlling interest. Refer to note E5 for disclosures regarding the put option.

Total dividends paid to non-controlling interests17,175 15,312

Statement of comprehensive income

Total revenue235,136 214,624

Net profit for the year48,327 48,647

Attributable to:

Equity holders of the Company28,996 29,188

Non-controlling interests19,331 19,459

Statement of cash flows

Net cash provided by operating activities50,589 45,350

Net cash used in investing activities(5,650)(6,160)

Net cash used in financing activities(43,026)(38,346)

Net increase in cash1,913 844

F3. Acquisition of Apple Orchards and 50% of Profruit (2006) Limited

In May 2024 the Group entered into an agreement to acquire certain assets from Bostock Group Limited (“Bostock”). The total

acquisition price of $47.5m included $35.9m for approximately 240 hectares of planted orchard area comprised of approximately

114 hectares of owned orchards and the assignment of approximately 126 hectares of leased orchards. The remaining $11.6m related

to the purchase of the additional 50% share of Profruit (2006) Limited (“Profruit”). The acquisition settled on 13 June 2024.

The acquired orchards have a high concentration of premium apple variety plantings and are optimally located, with strong strategic

alignment to existing Mr Apple orchards.

The purchase of orchards was treated as an acquisition of assets. The purchase of 50% of Profruit was treated as a business

combination.

Notes to the financial statements / 87

Annual Report - Year Ended 31 December 2024

Details of the Profruit acquisition are as follows:
Carrying value on

acquisition

Fair value on

acquisition

$000’s$000's

Current assets

Cash and bank balances653 653

Trade and other receivables4,120 3,478

Derivatives155 155

Inventory14,776 18,656

Right-of-use asset239 239

Other assets390 390

Non-current assets

Land and buildings3,082 3,920

Plant and equipment2,971 7, 6 9 4

Derivatives102 102

Current liabilities

Trade and other payables(1,906)(1,906)

Current tax payable(1,196)(1,147)

Derivatives(76)(76)

Lease liability(118)(121)

Other liabilities(932)(932)

Borrowings (3,437)(3,437)

Non-current liabilities

Deferred tax liabilities(39)(2,318)

Derivatives(41)(41)

Lease liability(122)(122)

Borrowings (2,007)(2,007)

Net assets acquired16,614 23,181

Fair value of identifiable assets acquired and liabilities assumed23,181

Consideration paid in cash11,600

Fair value of the previously held equity interest11,600

Goodwill19

An external valuation was obtained to determine the fair value of both land and buildings and plant and equipment on acquisition.

The valuation of plant and equipment included an upper and lower range value. The upper end value was $9.5m and the lower end

value was $7.6m. Market evidence of the same or substantially similar items has been used in valuing the plant and equipment. Where

market evidence is not available the depreciated replacement cost has been used to determine values. The lower end range value of

$7.6m has been adopted as fair value of plant and equipment at acquisition due to the highly specified nature of the assets acquired, a

limited number of uses or users and a lack of comparable transactions in the market.

The fair value of trade receivables has been adjusted to be measured in accordance with NZ IFRS 15 Revenue from Contracts with

Customers and the related revenue recognition requirements. Inventory acquired has been measured at the fair value, being the sales

price less costs to sell. Costs to sell include the cost of raw materials, freight charges and commission payable.

A gain of $3.3m was recognised as a result of measuring at fair value the 50% equity interest in Profruit held prior to the business

combination. The gain is included in other income in the consolidated statement of comprehensive income for the year ended

31 December 2024.

The revenue included in the consolidated statement of comprehensive income since acquisition contributed by Profruit was $24.2m.

Profruit was break even over the same period. Had Profruit been consolidated from 1 January 2024 the consolidated statement of

comprehensive income would have included revenue of $34.6m and profit of $1.0m.

F3. Acquisition of Apple Orchards and Profruit (2006) Limited (continued)

Scales Corporation Limited

88 / Notes to the financial statements

G. Other
G1. Capital Commitments

20242023

$000's$000's

Apple trees purchase commitments- 1,540

Property, plant and equipment purchase commitments3,194 469

G2. Leases

The Group as a lessee

The Group assesses whether a contract is, or contains, a lease at inception of the contract. The Group recognised a right-of-use asset

and a corresponding liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as

leases with a lease term of twelve months or less) and leases of low value assets. For these leases, the Group applies the practical

expedient and recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless

another systematic basis is more representative of the time pattern in which economic benefits from the lease assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing

rate (IBR).

Lease payments included in the measurement of the lease liability comprise:

• fixed lease payments (including in-substance fixed payments), less any lease incentives;

• variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

• the amount expected to be payable by the lessee under residual value guarantees;

• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the

effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate;

• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in

which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate;

• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before

the commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and

impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located

or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and

measured under NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Right-of-use assets are depreciated over the shorter period of either the lease term or the useful life of the underlying asset. If a

lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a

purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the

commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies NZ IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any

identified impairment loss under this standard.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use

asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments

occurs and are included in the line “Administration and operating expenses” in the statement of comprehensive income.

As a practical expedient, NZ IFRS 16 permits a lessee to not separate non-lease components, and instead account for any lease and

associated non-lease components as a single arrangement.

Notes to the financial statements / 89

Annual Report - Year Ended 31 December 2024

Right-of-use assets
Land and

buildings

Plant and

equipment

Office equipment

motor and

vehiclesTo t a l

$000's$000's$000's$000's

Carrying Amount

Balance at 1 January 2023

42,673 706 5,666

49,045

Additions9,140 - 2,027

11,167

Lease modification(1,230)- (699)

(1,929)

Depreciation expense(6,331)(412)(1,968)

(8,711)

Balance at 31 December 202344,252294 5,026 49,572

Additions1 7, 0 1 4 127 2,981

20,122

Lease terminations(793)(19)

(812)

Depreciation expense( 7, 0 42 )(302)(1,941)

(9,285)

Balance at 31 December 202453,431 119 6,047 59,597

20242023

$000's$000's

Amounts recognised in profit and loss

Depreciation expense on right-of-use assets9,285 8 ,711

Gain on lease modification(79)(177)

Interest expense on lease liabilities3 ,7 74 3,144

Expense relating to short-term leases and low-value assets1,287 1,990

Lease liabilities

Current13,464 10,963

Non-current52,921 4 4,670

Maturity analysis (undiscounted cash flows)

Ye a r 113,471 10,963

Ye a r 212,973 10,059

Ye a r 311,214 9,489

Ye a r 49,489 8,611

Ye a r 58,077 6,698

Onwards35,946 30,517

91,170 76,337

Cash outflows for leases

Interest on lease liabilities3 ,7 74 3,144

Repayments of lease liabilities9,075 8,420

Short-term leases and low-value asset leases1,287 1,990

14,136 13,554

Sale and leaseback

On 30 September 2024, the Group subsidiary Mr Apple New Zealand Limited, completed a transaction with a fund managed by

Craigmore Sustainables to sell and leaseback Blyth Orchard and RSE accommodation as part of a combined transaction including

the outright sale of Te Papa Orchard. The total transaction was completed for $34m.

The Blyth Orchard has one lease term of 3 years. The Group has recognised a right-of-use asset from the leaseback for the 3 year

term. Blyth RSE accommodation has an initial lease term of 15 years with rights of renewal for a further 15 years. The Group has

recognised a right-of-use asset from the leaseback for the initial 15 year term.

Total right-of-use asset additions recognised from the leaseback of the property amounted to $3.2 million. Proceeds from the sale of

Blyth and associated lease payments are included in the statement of cash flows. A gain on sale of $3.1m from the sale and leaseback

was recognised in Other Income.

G2. Leases (continued)

Scales Corporation Limited

90 / Notes to the financial statements

G3. Related Party Disclosures
Transactions with related parties

Certain Directors or senior management have relevant interests in companies with which Scales has transactions in the normal

course of business. A number of Scales Directors are also non-executive directors of other companies. Any transactions undertaken

with these entities have been entered in the ordinary course of business.

Key management personnel remuneration

The compensation of the Directors and executives, being the key management personnel of the Group, is as follows:

20242023

$000's$000's

Short-term employee benefits8,431 8,622

Share-based payments456 295

Post-employment benefits342 263

9,229 9,180

During 2024, 827,989 (2023: 1,120,541) shares were on issue to key management personnel in accordance with the Share Scheme

described in note D2.

In December 2024, 322,746 (2023: 322,956) Performance Share Rights were issued to key management personnel in accordance

with the PSR Scheme described in note D2.

Transactions with equity accounted entities

Revenue from sale of goods3,228 4,079

Revenue from services14,364 7, 3 8 8

Loss on related party loans(1,663)(2,044)

Dividends and distributions received1,545 750

Interest received1,621 323

Materials and services received( 7, 6 1 7 )(1,001)

Trade receivables at balance date1,563 1,628

Trade payables at balance date- -

Related party loans29,750 12,679

In October 2022, Meateor Group Limited along with the other joint venture partners, agreed a financing arrangement with Meateor

Australia Pty Limited for a term of 5 years. The total facility provided to Meateor Australia Pty Limited is AUD 4 million with the interest

rate on the drawdown balances charged at 5% per annum. In July 2023 the financing arrangement with Meateor Australia Pty Limited

was amended to nil interest over the term of the loan. The loan balance has been recorded using the effective interest method.

In August 2023, a financing arrangement was agreed with Esro Petfood B.V. The total facility available to Esro Petfood B.V. is €15m.

Interest is charged on each drawdown calculated quarterly at an interest rate of EURIBOR plus 4%.

G4. Assets Held for Sale

As at 31 December 2024 the Whakatu coolstore, located at 14 Groome Place, Whakatu, Hastings, owned by the Group subsidiary Mr

Apple New Zealand Limited was classified as held for sale at an amount of $19.1m. A conditional sale agreement has been reached.

Subject to conditions of sale being satisfied the sale is expected to settle in the first half of 2025. The Whakatu coolstore asset is

included in the Horticulture segment.

G5. Contingent Liabilities

There are no contingent liabilities as at 31 December 2024 (2023: Nil).

G6. Events Occurring After Balance Date

There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial statements.

Notes to the financial statements / 91

Annual Report - Year Ended 31 December 2024

Independent Auditor’s Report
To the Shareholders of Scales Corporation Limited

Opinion

We have audited the consolidated financial statements of Scales Corporation Limited and its subsidiaries

(the ‘Group’), which comprise the consolidated statement of financial position as at 31 December 2024, and

the consolidated statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and notes to the consolidated financial statements, including material

accounting policy information.

In our opinion, the accompanying consolidated financial statements, on pages 48 to 91, present fairly, in

all material respects, the consolidated financial position of the Group as at 31 December 2024, and its

consolidated financial performance and cash flows for the year then ended in accordance with New Zealand

Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting Board and IFRS

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International

Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further

described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section

of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants

(including International Independence Standards), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Other than in our capacity as auditor and other assurance services including the assurance on the solvency

certificate, greenhouse gas emissions, an audit of the charging group financial statements and a greenhouse

gas emissions assurance readiness engagement, we have no relationship with or interests in the Company or

any of its subsidiaries. We have also been engaged to provide tax compliance services but these have not yet

commenced. These services have not impaired our independence as auditor of the Company and Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements

of the Group that in our judgement would make it probable that the economic decisions of a reasonably

knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also

assess whether other matters that come to our attention during the audit would in our judgement change or

influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the

scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $3,000,000.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the consolidated financial statements of the current period. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

Scales Corporation Limited

92 / Independent Auditor's Report

Key audit matterHow our audit addressed the key audit matter
Valuation of Unharvested Agricultural Produce

Unharvested agricultural produce growing on bearer

plants (apples), is measured at fair value less costs to

sell in accordance with NZ IAS 41 Agriculture.

The Group’s unharvested agriculture produce was

valued at $26.6 million at balance date as described

in note C2. A revaluation loss of $1.9 million is

recorded in profit or loss.

Fair value less cost to sell is calculated by the

Group using a discounted cash flow model. The

model includes significant unobservable inputs and

assumptions including, for each variety, the forecast

production per hectare per annum, expected sales

prices, and risk-adjusting discount rates, as well as

costs to harvest and sell.

The risk-adjusting discount rates take into account

the risk of unknown adverse events, that may affect

crop, harvest and/or market conditions.

The valuation of unharvested agricultural produce is

considered to be a key audit matter due to the level

of judgement required to determine the fair value less

costs to sell.

Our procedures focused on the appropriateness of the valuation

methodology and the key assumptions applied in the internal valuation

model.

Our procedures included, amongst others:

• Holding discussions with management and considering market information

to identify factors, including environmental/climate or market risks, that

would impact the current crop valuation;

• Assessing and challenging the reasonableness of the risk-adjusting

discount rates;

• Challenging the reasonableness of the key assumptions by comparing the

forecast production, prices, and costs to harvest and sell for the current

growing season, to the approved budgets for each orchard;

• Assessing the historical accuracy of the Group’s budget forecasts by

comparing to the actual results for production per hectare and sales

prices;

• Engaging a Deloitte valuation specialist to review the valuation model; and

• Checking the mechanical accuracy of the discounted cash flow model.

Valuation of Apple Trees

As disclosed in note C1 the Group has apple trees

valued at $48.2 million. A revaluation gain of

$9.0 million has been recorded in other

comprehensive income, with an impairment of

$1.2 million recorded in profit and loss.

The Group has a policy of recording apple trees at

fair value with valuations performed with sufficient

regularity that the carrying amount at the end of a

reporting period does not differ materially from their

fair value.

The fair value of the apple trees is determined by

an independent registered valuer on the basis of a

discounted cash flow analysis of forecast income

streams and costs from each orchard less the fair

value of orchard land and buildings in combination

with the comparative sales approach.

By using the income approach, apple trees are

independently valued on the basis of a discounted

cash flow analysis of forecast income streams and

costs from each orchard. The model uses a number

of significant unobservable inputs, in particular:

production levels per hectare, orchard gate returns

(market prices), orchard costs, and discount rates.

Valuation of apple trees is considered to be a key

audit matter due to the significance of the assets

to the Group’s consolidated statement of financial

position, and the level of judgement involved in

valuing the apple trees.

Our procedures focused on the appropriateness of the valuation

methodology and the key assumptions applied in the model.

Our procedures included, amongst others:

• Evaluating the Group’s processes in respect of the independent valuation

of the apple trees including its review of the valuation methodology and

determination of the key valuation assumptions;

• Engaging a Deloitte valuation specialist to consider whether the valuation

methods applied and the discount rate used in the orchard valuation

calculations were reasonable;

• Assessing the competence, objectivity and integrity of the Group’s

independent registered valuer. This included assessing the valuer’s

professional qualifications, experience and independence. It also included

meeting with the valuer to understand the valuation process adopted and

to identify and challenge the critical judgement areas in the valuation;

• Assessing the valuation methodology for consistency with the prior year

valuation and determining whether any changes to the methodology were

appropriate;

• Checking the mechanical accuracy of the discounted cash flow models on

a sample basis; and

• Challenging the reasonableness of the key assumptions by comparing

them to the prior year valuation, the Group’s internal data and current

market evidence. We focused on the assumptions relating to production

levels per hectare, orchard gate returns (market prices), orchard costs, and

discount rates;

−We tested estimated production levels per hectare by comparing

orchard hectares in production with the prior year valuation. We

compared the production levels per hectare to internal production data

for the season;

−We tested the orchard gate returns by comparing these to actual sales

returns received during the previous year;

−We challenged orchard costs by comparing orchard costs to the prior

year valuation and actual costs incurred; and

−We challenged the discount rates by comparing them with prior year

valuation discount rates and considering the risks associated with the

orchards.

Independent Auditor's Report / 93

Annual Report - Year Ended 31 December 2024

Key audit matterHow our audit addressed the key audit matter
Profruit step acquisition and Bostock orchard acquisition

In the current year, Scales Corporation Limited has entered into

two transactions with Bostock Group Limited:

• Purchase of the remaining 50% in their previous equity-

accounted joint venture Profruit (2006) Limited (‘Profruit’)

to increase the Scales Corporation Limited shareholding in

Profruit to 100%; and

• Purchase of various orchards and bearer plants (which do not

constitute a business as defined under NZ IFRS 3 Business

Combinations).

As detailed in note F3 and C3, Scales Corporation Limited

acquired the remaining shares in Profruit and the orchards for

a combined value of $47.5 million on the 13th of June 2024.

The process of accounting for these transactions involved

complex and subjective estimation by management including

the following:

• Accounting treatment for a step acquisition and an asset

acquisition;

• Identification and valuation of the assets acquired, including

specialised assets, land and buildings and other assets and

liabilities assumed at acquisition date;

• The consideration of both transactions together due to the

transactions occurring on the same date and with contractual

clauses linking the contracts; and

• The allocation of the purchase price consideration based on

relative fair values.

We have included the determination of the fair values

attributable to the assets and liabilities acquired as a part of

these transactions, and the purchase price accounting as a key

audit matter due to the significance to the financial statements,

and the subjectivity and complexity inherent in determining fair

value, as well as the purchase price allocation.

Our procedures focused on the appropriateness of the

accounting applied to the transactions and the fair value of the

assets acquired.

Our procedures included, amongst others:

• Assessing management’s accounting treatment for

the step acquisition of the remaining 50% share in

Profruit (2006) Limited;

• Assessing management’s accounting treatment for the asset

acquisition of the orchards and bearer plants;

• Reviewing the terms of the two sale and purchase agreements;

• Consideration of the treatment of the purchase price under

NZ IFRS 3 Business Combinations taking into account the

contracts being inter-related and the impact on the purchase

price allocation;

• Obtaining management’s independent valuations of assets

acquired. Assessing the competence, objectivity and integrity

of the Group’s independent registered valuers. This included

assessing the valuer’s professional qualifications, experience

and independence. It also included meeting with the valuers to

understand the valuation process adopted and to identify and

challenge the critical judgement areas in the valuation;

• Obtaining management’s purchase price allocation and

reperforming the calculation of the goodwill arising from the

business combination transaction; and

• Reviewing of financial statement disclosures for completeness

and accuracy.

Scales Corporation Limited

94 / Independent Auditor's Report

Nicole Dring, Partner
for Deloitte Limited

Christchurch, New Zealand

25 February 2025

Other information

The Directors are responsible on behalf of the Group for the other information. The other

information comprises the information in the Annual Report that accompanies the consolidated

financial statements and the audit report and the Climate Statement. The Annual Report and the

Climate Statement is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we

will not express any form of assurance conclusion thereon.

Our responsibility is to read the other information identified above when it becomes available

and consider whether the other information is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information in the Annual Report and Climate Statement, if we conclude

that there is a material misstatement therein, we are required to communicate the matter to the

Directors and consider further appropriate actions.

Directors’ responsibilities for

the consolidated financial

statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the

Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for

the audit of the consolidated

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ)

will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are required

to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the Company’s shareholders

as a body, for our audit work, for this report, or for the opinions we have formed.

Independent Auditor's Report / 95

Annual Report - Year Ended 31 December 2024

Corporate Governance Statement
The Board of Directors (the Board) of Scales Corporation Limited (Scales or the Company) is committed to ensuring that the

Company meets best practice governance principles and maintains the highest ethical standards. This Corporate Governance

Statement provides an overview of the Company’s governance framework. It is structured to follow the NZX Corporate Governance

Code (31 January 2025 version) (NZX Code) and discloses the practices relating to the NZX Code’s recommendations.

Scales considers that it has followed all of the recommendations of the NZX Code during the year ended 31 December 2024. The

Board believes our governance structures, in particular our approach to remuneration, meet our strategic objectives. In forming our

conclusions, we have sought external feedback from shareholders and advisors to challenge our thinking and validate our findings,

which we have appreciated.

The Company also complies with the corporate governance requirements of the NZX Listing Rules.

The Board regularly reviews and assesses Scales’ governance structures and processes to ensure that they are consistent with best

practice.

The following corporate governance documents referred to in this Corporate Governance Statement, including charters and policies,

can be found at www.scalescorporation.co.nz/about-us/governance:

• Corporate Governance Code (including Scales’ Remuneration Policy)

• Code of Ethics

• Diversity Policy

• External Auditor Independence Policy

• Securities Trading Policy and Guidelines

• Shareholder Communications and Market Disclosure Policy

• Audit and Risk Management Committee Charter

• Finance and Treasury Committee Charter

• Health & Safety and Sustainability Committee Charter

• Nominations and Remuneration Committee Charter

Scales’ corporate governance documents listed above were reviewed and updated in February 2024. This Corporate Governance

Statement was approved by the Board on 20 March 2025.

Principle 1 – Ethical Standards

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.

RECOMMENDATION 1.1

The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and employees are expected to

adhere (a Code of Ethics).

Code of Ethics

Scales’ Board sets a framework of ethical standards for the Company via its Code of Ethics. These standards are expected of all

Directors and employees of Scales and its subsidiaries.

The Code of Ethics covers a wide range of areas including:

• Standards of behaviour

• Conflicts of interest

• Proper use of Company information and assets

• Accepting gifts

• Delegated authorities

• Compliance with laws and policies

• Reporting concerns

• Corporate opportunities

The procedure for advising the Company of a suspected breach is set out in the Code of Ethics. No breaches were identified during

th e year.

Every new Director, employee and contractor is to be provided with a copy of the Code of Ethics and must confirm that they have read

and understand the Code of Ethics. The Code of Ethics is also available on the Company’s website.

Scales Corporation Limited

96 / Corporate Governance Statement

Regular training on ethics and on aspects of the Code of Ethics is undertaken. Training is completed via a combination of facilitated
sessions for Directors and senior management, and for the management of individual subsidiaries in sessions tailored to their specific

businesses. Scales last provided training to senior management in 2024 and will provide this training to Directors and employees in

2025. Employee training in ethics is delivered for Scales’ largest subsidiary, Mr Apple New Zealand Limited (Mr Apple), via Employment

Relationship workshops. These workshops cover the subsidiary’s Code of Conduct, ethical behaviour (including respect and dignity

and how to report ethics concerns) and were last delivered in 2024.

The Code of Ethics is subject to annual review by the Board.

RECOMMENDATION 1.2

An issuer should have a financial product dealing policy which applies to employees and Directors.

Share trading by Company Directors and Employees

The Board has implemented formal procedures to address trading in the Company’s securities by Directors, employees and advisors

of the Company, with approval being required before trading can occur. Approval is required to be obtained from the Chairperson,

other Directors, the Managing Director or the Chief Financial Officer depending on who is trading. The company mandates a trading

blackout period for all Directors and employees between the end of the half year and full year and the release to NZX of the results for

that period.

The policy provides that shares may not be traded at any time by any individual holding material information. The full procedures are

outlined in the Securities Trading Policy and Guidelines.

The fundamental rule in the policy is that insider trading is prohibited at all times. The requirements of the policy are separate from,

and in addition to, the legal prohibitions on insider trading in New Zealand.

Principle 2 – Board Composition & Performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.

RECOMMENDATION 2.1

The Board of an issuer should operate under a written charter which sets out the roles and responsibilities of the Board.

Responsibilities of the Board

The Board has overall responsibility for all decision making within Scales. In this regard the Board is responsible for laying solid

foundations for the direction, management and oversight of the Company in support of its objectives. It has delegated day-to-day

management of the Company to the Managing Director and the senior management team.

The main functions of the Board include to:

• Review and approve the strategic, business, risk, financial and ESG (Environmental, Social and Governance) plans prepared by

management

• Monitor performance against the strategic, business, risk, financial and ESG plans

• Appoint, provide counsel to and review the performance of the Managing Director

• Approve major investments and divestments

• Ensure ethical behaviour by the Company, Board, management and employees

• Assess its own effectiveness in carrying out its functions

The Board monitors these matters by receiving reports and plans from management, maintaining an active programme of divisional

visits and through its annual work programme.

The Board uses Committees to address certain issues that require detailed consideration by members of the Board who have

specialist knowledge and experience. The Board retains ultimate responsibility for the functions of its Committees and determines

their responsibilities.

The Board has a statutory obligation to reserve responsibility for certain matters. It also deals directly with issues relating to the

Company’s mission, appointments to the Board, strategy, business risk, financial and ESG plans.

The Company Secretary provides company secretarial services to the Board and is accountable to the Board through the Chair.

Details of the Board’s role, composition, responsibilities, operation, policies and Committees are provided in Scales’ Corporate

Governance Code.

Corporate Governance Statement / 97

Annual Report - Year Ended 31 December 2024

RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of Directors to the Board.

Director nomination and appointment

The Board is responsible for appointing Directors. The Nominations and Remuneration Committee manages the appointment

process for new Directors and the re-election of existing Directors in order to make a recommendation to the Board. When

considering an appointment, the Committee will undertake a thorough check of the candidate and his or her background. Where the

Board determines a person is an appropriate candidate, shareholders are notified of that and are provided with all material information

that is relevant to the decision on whether to elect or re-elect a Director.

The Nominations and Remuneration Committee also has responsibility for reviewing the composition of the Board to ensure that the

Company has access to the most appropriate balance of skills, qualifications, experience, perspectives and diversity to effectively

govern the Company.

Using the Board skills matrix, the Board has determined that to operate effectively and to meet its responsibilities it requires

competencies in disciplines including strategic planning, executive leadership, financial, governance, health & safety, industry

expertise, people, risk & compliance, capital markets, international markets & operations, legal & regulatory, sustainability, branding &

marketing and digital & technology.

The current mix of skills and experience is considered appropriate for the responsibilities and requirements of governing Scales. The

following graphic illustrates the current collective Board skill level for each discipline.

The Board seeks external advice where required to strengthen its oversight of issues in all disciplines.

RECOMMENDATION 2.3

An issuer should enter into written agreements with each newly appointed Director establishing the terms of their appointment.

Letter of appointment

All current Directors have entered into a written agreement with Scales setting out the terms of their appointment and this will be

required of any new Directors.

Sustainability

Capital Markets

Legal & Regulatory

Risk & Compliance

Digital & Technology

Branding & Marketing

International Markets and Operations

Financial

Industry Expertise

Strategic Planning

Executive Leadership

People

Health & Safety

Governance

0%

25%

50%

75%

75%

100%

25%

50%

100%

Scales Corporation Limited

98 / Corporate Governance Statement

RECOMMENDATIONS 2.4, 2.8, 2.9 AND 2.10
Every issuer should disclose information about each Director in its annual report or on its website, including:

• a profile of experience, length of service, and ownership interests;

• the director’s attendance at board meetings; and

• the board’s assessment of the director’s independence, including a description as to why the board has determined the director to

be independent if one of the factors listed in table 2.4 applies to the director, along with a description of the interest, relationship or

position that triggers the application of the relevant factor.

A majority of the Board should be Independent Directors. The Chair should be independent and the Chair and the CEO should be

different people.

Board of Directors

A profile of each of the Directors is set out on pages 44 - 45 of this report. The profiles include information on the year of appointment,

skills, experience and background of each Director.

At all times during 2024 the Board had a majority of Independent Directors. Mike Petersen is the Independent Chairperson of Scales.

Tony Batterton, Miranda Burdon, Nick Harris and Alan Isaac are Independent Directors.

Andy Borland is the Managing Director and Chief Executive Officer (CEO) of Scales and therefore is not an Independent Director.

The roles of Board Chairperson, Audit and Risk Management Committee Chairperson and CEO are not held by the same person.

The Board determines annually on a case-by-case basis on the advice of the Nominations and Remuneration Committee who, in its

view, are Independent Directors. The guidelines set out in the NZX Code, including the amendments made to the Code in January

2025, are considered for this purpose. The Board also reconsiders director independence throughout the year as required where the

relationships or circumstances of a Director change and this is brought to the Board’s attention.

Ownership of Scales shares by Directors is encouraged rather than being a requirement. Directors’ ownership interests are disclosed

on page 119 of this report.

The Board does not have a tenure policy, however it recognises that a regular refreshment programme leads to the introduction of new

perspectives, skills, attributes and experience. Board succession processes are designed to ensure a planned and orderly succession

of the Board over time, with new Directors required to have appropriate experience and qualifications. The aims of succession

processes are to:

• Identify future Board requirements, in terms of skills, Director numbers and diversity

• Conduct a broad search for candidates that match the determined requirements

• Ensure a smooth transition of new Directors

The most recent Board succession process was completed in 2023.

In accordance with the NZX Listing Rules, directors appointed by the Board are required to offer themselves for election at the

next Annual Shareholders’ Meeting (ASM) following their appointment. Accordingly, Tony Batterton was elected as a Director by

shareholders at the 2024 ASM having been appointed to the Board in August 2023.

Director period of appointment

0-3 years3 – 12 years12 years +

Number of Directors312

Interests Register

The Board maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately

disclose to the Board the nature, monetary value and extent of the interest. A Director who is interested in a transaction may attend

and participate at a Board meeting at which the transaction is discussed but may not be counted in the quorum for that meeting or

vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993 to

sign a certificate.

Particulars of entries made in the Interests Register are included in the Director Disclosures section on page 118 of this report.

RECOMMENDATION 2.5

An issuer should have a written diversity policy which includes requirements for the Board or a relevant Committee of the Board to set

measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to assess annually both the

objectives and the entity’s progress in achieving them. An issuer within the S&P/NZX 20 Index at the commencement of its reporting

period should have a measurable objective for achieving gender diversity in relation to the composition of its board, that is to have

not less than 30% of its directors being male, and not less than 30% of its directors being female, within a specified period. An issuer

should disclose its diversity policy or a summary of it.

Corporate Governance Statement / 99

Annual Report - Year Ended 31 December 2024

Diversity
Scales recognises the value in diversity of thinking and skills and seeks to ensure that the Board and its workforce both comprise

members reflecting diversity. A formal Diversity Policy has been adopted by the Board.

The Board seeks diversity in the skills, attributes, perspectives and experience of its members across a broad range of criteria so as

to represent the diversity of shareholders, business types and regions in which Scales operates. Diversity, both at Board level and

throughout the Company, is actively considered and reviewed by the Board.

Scales participates in the Institute of Directors’ Future Directors programme as part of our commitment to further develop the skill

sets available within the agriculture sector. The programme is designed to give talented aspiring Directors exposure to a company

Board, whilst also giving the host company a fresh perspective. To date the Board has appointed six Future Directors as part of this

programme, with Emma Wheeler being the latest appointee, having been appointed during 2024.

Scales recruits, promotes and compensates on the basis of merit, regardless of gender, ethnicity, religion, age, nationality, sexual

orientation, union membership or political opinion. Scales requires that people in the workplace are treated with respect in

accordance with the Company’s philosophies of equal employment opportunities, and anti-harassment and discrimination policies.

Responsibility for workplace diversity and the setting of measurable objectives is held by the Nominations and Remuneration

Committee. The current objectives are:

• Continue to strive to ensure strong female candidates are identified in the recruitment process for all Board and senior executive roles

• Review and encourage participation of under-represented groups in our leadership training programmes

• Complete regular reviews of our gender pay equality across roles, age and salary bands

• Make access to courses in Te Reo Māori available to all staff and also encourage the learning of other languages that are relevant to

employees’ roles

The Board annually assesses the measurable objectives and Scales’ progress in achieving these objectives. Progress made to date is:

• The identification of female candidates is a part of the recruitment process for Board and senior management roles

• Recruitment managers are required to be open to considering job applicants from diverse backgrounds and, during the recruitment

process, no weighting is placed on gender or personal characteristics

• Gender pay equality across the Company was last reviewed in 2020. The overall finding of the review was that the Company offers pay

equality across genders. The Company intends to undertake further, regular reviews of pay equality

• In the Company’s largest subsidiary, Mr Apple, career development plans include fully funded access to Te Reo Māori or other

languages

The gender composition of Scales’ Directors, Officers and senior management team was as follows:

As at 31 December 2024As at 31 December 2023

PositionFemaleMaleGender DiverseFemaleMaleGender Diverse

Directors1 (17%)5 (83%)0 (0%)2 (25%)6 (75%)0 (0%)

Officers

1

1 (17%)5 (83%)0 (0%)0 (0%)5 (100%)0 (0%)

Senior management team (excluding Officers)10 (36%)18 (64%)0 (0%)6 (27%)16 (73%)0 (0%)

1 For the purposes of preparing this table, as required by the NZX Listing Rules, an “Officer” is a person who is concerned or takes part in the management of the issuer’s business and

reports directly to the Board or a person who reports to the Board.

RECOMMENDATION 2.6

Directors should undertake appropriate training to remain current on how to best perform their duties as Directors of an issuer.

Director Training

The Board ensures that there is appropriate training available to all Directors to enable them to remain current on how best to

discharge their responsibilities and keep up to date on changes and trends in areas relevant to their work. Directors are provided with

industry information and receive copies of appropriate Company documents to enable them to perform their role. The Board has

allocated funding of $1,000 per annum for each Director to provide resources to help develop and maintain skills and knowledge.

The Board also ensures that new Directors are appropriately introduced to management and the operations of the businesses.

RECOMMENDATION 2.7

The Board should have a procedure to regularly assess Director, Board and Committee performance.

Board Performance Evaluation

The Board annually assesses its effectiveness in carrying out its functions and responsibilities. The Chairperson of the Board leads

the review and evaluation of the Board as a whole, and of the Board Committees, against their charters. The Chairperson of the Board

also engages with individual Directors to evaluate and discuss performance and professional development.

Scales Corporation Limited

100 / Corporate Governance Statement

Principle 3 – Board Committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.

Board Committees

The Board has four formally constituted Committees – the Audit and Risk Management Committee, the Nominations and

Remuneration Committee, the Health & Safety and Sustainability Committee and the Finance and Treasury Committee. Each

Committee focuses on specific areas of governance and together they strengthen the Board’s oversight of Scales. Committee

membership is reviewed annually.

Each Committee has a written charter that is approved by the Board, which sets out its mandate. The charters are reviewed

annually with any proposed changes recommended to the Board for approval.

Annually, each Committee agrees a programme of matters to be addressed over the following twelve-month period. The

Committees each annually review their performance against the Committee charter and objectives for the year and report

their findings to the Board.

Attendance at Meetings

The table below sets out Director attendance at Board and Committee meetings during the year ended 31 December 2024.

Board

Audit and

Risk Management

Committee

Nominations

and Remuneration

Committee

Finance and

Tr e a s u r y

Committee

Health & Safety

and Sustainability

Committee

Eligible

to attendAttended

Eligible

to attendAttended

Eligible

to attendAttended

Eligible

to attendAttended

Eligible

to attendAttended

Andrew Borland77----7799

Tony Batterton77775577--

Miranda Burdon77------97

Nick Harris7777------

Alan Isaac7777------

Mike Petersen77--5555--

Nadine Tunley

1

55------74

Qi Xin

2

66--------

1 Nadine Tunley resigned from the Board on 31 August 2024.

2 Qi Xin resigned from the Board on 25 October 2024.

RECOMMENDATION 3.1

An issuer’s Audit Committee should operate under a written charter. An Audit Committee should only comprise non-executive

Directors of the issuer. One member of the Committee should be both independent and have an adequate accounting or financial

background. The Chair of the Audit Committee should be an independent director and not the Chair of the Board.

Audit and Risk Management Committee

The purpose of the Audit and Risk Management Committee is to:

• Oversee the financial reporting process to ensure that the interests of shareholders are properly protected in relation to financial

reporting and internal control

• Provide the Board with an independent assessment of the Company’s financial position and accounting affairs

• Keep under review the effectiveness of the Company’s procedures for the identification, assessment and reporting of material risks

(including sustainability and climate-related risks)

• Oversee the appointment and performance of the external auditor

Members of the Committee are appointed by the Board and must comprise solely non-executive Directors, a majority of which must

be Independent Directors. The current members of the Committee are Alan Isaac (Chairperson), Nick Harris and Tony Batterton. All

members of the Audit and Risk Management Committee are Independent Directors and all members have either an accounting or

financial background. Alan Isaac is a former national chair of KPMG. The Chairperson of the Audit and Risk Management Committee

and the Board Chairperson are different people.

The Committee met on seven occasions during the year. The agenda items for each meeting generally relate to financial governance,

external financial reporting, external audit, internal audit, risk management, compliance and insurance. The Committee annually

reviews the performance of the external auditors.

Corporate Governance Statement / 101

Annual Report - Year Ended 31 December 2024

RECOMMENDATION 3.2
Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.

Meeting Attendance

The Managing Director and Chief Financial Officer are regularly invited to attend Audit and Risk Management Committee meetings

but have no standing entitlement to attend meetings of the Committee.

RECOMMENDATIONS 3.3 AND 3.4

An issuer should have Nomination and Remuneration Committees which operate under written charters.

Nominations and Remuneration Committee

The purpose of the Nominations and Remuneration Committee is to assist the Board in overseeing the management of the people

and performance activities of the Company.

Members of the Committee are appointed by the Board and must comprise a majority of Independent Directors. The current

members of the Committee are Tony Batterton (Chairperson) and Mike Petersen.

Management attends Nominations and Remuneration Committee meetings only if invited by the Committee. The Committee met on

five occasions during the year.

RECOMMENDATION 3.5

An issuer should consider whether it is appropriate to have any other Board Committees as standing Board Committees. All

Committees should operate under written charters.

Health & Safety and Sustainability Committee

The Board’s commitment to ensuring a safe and healthy workplace for staff, contractors and visitors led to it establishing a Health &

Safety and Sustainability Committee.

The purpose of the Health & Safety and Sustainability Committee is to:

• Assist the Board to provide leadership and policy for health & safety and sustainability

• Assist the Board to fulfil its responsibilities and to ensure compliance with all legislative and regulatory requirements in relation to the

health and safety practices of the Company as those activities affect employees and contractors

• Support the ongoing improvement of health and safety in the workplace

• Support sustainability initiatives across the Company

• Assist the Board to oversee and respond to climate-related risks and opportunities to ensure the long-term sustainability of the

Company and to reduce its impact on the environment

Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current

members of the Committee are Miranda Burdon (Chairperson) and Andy Borland.

The Committee met on nine occasions during the year.

Finance and Treasury Committee

Scales operates in a capital-intensive sector and is one of New Zealand’s leading horticultural exporters with material foreign

currency receipts. The Board considers that with both the size of Scales’ existing activities and the strategic focus to seek organic and

acquisitive growth opportunities, it is appropriate to have a Board Committee to further focus on this part of the business.

The purpose of the Finance and Treasury Committee is to:

• Oversee the Company’s capital and treasury risk management, and continuous disclosure processes to ensure their integrity,

transparency and adequacy, and that they are in accordance with Company policies

• Oversee takeover protocols and to act as the Control Transaction Committee with additional director secondees if required

Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current

members of the Committee are Tony Batterton (Chairperson), Andy Borland and Mike Petersen. The Committee also obtains regular

advice from external advisors.

The Committee met on seven occasions during the year.

Scales Corporation Limited

102 / Corporate Governance Statement

RECOMMENDATION 3.6
The Board should establish appropriate protocols that set out the procedure to be followed if there is a ‘control transaction’ for the

issuer including the procedure for any communication between the issuer’s Board and management and the bidder. The Board

should disclose the scope of independent advisory reports to shareholders. These protocols should include the option of establishing

an independent Control Transaction Committee, and the likely composition and implementation of an independent Control

Transaction Committee.

Control Transaction Protocols

The Board has documented and adopted a series of protocols to be followed in the event of a control transaction being initiated,

including communication between insiders and any bidder. A committee of Directors independent of the bidder and any substantial

shareholders of the Company would be formed and would have responsibility for managing the control transaction in accordance with

the Board protocols and the New Zealand Takeovers Code. As noted above, it is contemplated that, subject to any conflicts of interest,

the Finance and Treasury Committee would operate as the Control Transaction Committee with additional director secondees if

required.

Principle 4 – Reporting and Disclosure

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate

disclosures.

RECOMMENDATION 4.1

An issuer’s board should have a written continuous disclosure policy.

Shareholder Communications and Market Disclosure

Scales’ Board is committed to the principle that high standards of reporting and disclosure are essential for proper accountability

between the Company and its investors, employees and stakeholders.

It achieves these commitments, and the promotion of investor confidence, by ensuring that trading in its shares takes place in an

efficient, competitive and informed market. The Company has in place a written Shareholder Communications and Market Disclosure

Policy designed to ensure this occurs. The policy includes procedures intended to ensure that disclosure is made in a timely and

balanced manner and in compliance with the NZX Listing Rules, such that:

• All investors have equal and timely access to material information concerning the Company, including its financial situation,

performance, ownership and governance

• Company announcements are factual and presented in a clear and balanced way

Accountability for compliance with disclosure obligations is with the Managing Director and Chief Financial Officer. Managers

reporting to the Managing Director are required to provide the Chief Financial Officer with all relevant information that may be material

and to regularly confirm that they have done so.

Significant market announcements, including the preliminary announcement of the half year and full year results, the financial

statements for those periods, and any advice of a change in earnings forecast are approved by the Board.

Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.

RECOMMENDATION 4.2

An issuer should make its Code of Ethics, Board and Committee charters and the policies recommended in the NZX Code, together

with any other key governance documents, available on its website.

Governance Policies and Charters

All of Scales’ key corporate governance documents can be found at www.scalescorporation.co.nz/about-us/governance.

Corporate Governance Statement / 103

Annual Report - Year Ended 31 December 2024

RECOMMENDATION 4.3
Financial reporting should be balanced, clear and objective.

Financial and Non-Financial Reporting

Scales’ Board is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the market and

shareholders which reflects a considered view on the present and future prospects of the Company.

A programme of clear, meaningful, timely and effective communications with shareholders is centred around a comprehensive set of

information regarding Scales’ operations and results being available on the Company’s website and in shareholder reports.

The Audit and Risk Management Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness, balance and timeliness of financial statements. It reviews interim and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,

stock exchange and legal requirements, and the results of the external audit. All matters required to be addressed and for which the

Committee has responsibility were addressed during the period under review.

Half year and full year financial statements are prepared in accordance with relevant financial standards. Both financial and non-

financial disclosures are made at least annually.

RECOMMENDATION 4.4

An issuer should provide non-financial disclosure at least annually, including considering environmental, social sustainability and

governance factors and practices. It should explain how operational or non-financial targets are measured. Non-financial reporting

should be informative, include forward looking assessments, and align with key strategies and metrics monitored by the Board.

Scales has a strategic target to develop best-in-class sustainability reporting and to measure and report on key sustainability aspects

affecting its businesses.

Scales’ Sustainability Report is included at pages 16-21 of this report and provides details of the continuing growth and improvements

in Scales’ initiatives in this area. The Group-wide report identifies material sustainability topics, grouped under the headings People,

Corporate, Marketplace, and Environment.

Scales is a climate-reporting entity for the purposes of the Financial Markets Conduct Act 2013. On 23 April 2024, Scales published

its first mandatory Climate-Related Disclosures (CRD) report under the Aotearoa New Zealand Climate Standards and Part 7A of

the Financial Markets Conduct Act 2013. Scales’ CRD report for the period ended 31 December 2024 will be made available at

www.scalescorporation.co.nz/sustainability by no later than 30 April 2025.

Principle 5 - Remuneration

Remuneration Report

Introduction

This Remuneration Report outlines the Company’s overall reward strategy for the year ended 31 December 2024 (FY24) and

provides detailed information on the remuneration arrangements in this period for the Directors of the Company, the CEO and certain

other nominated executives of the Group.

The Company’s Remuneration Policy may be amended from time-to-time and is reviewed at least once a year. The Company has also

established a number of additional policies to support a strong governance framework and uphold ethical behaviour and responsible

decision making.

The disclosures in this report are aligned to the NZX Remuneration Reporting Template for Listed Issuers published by the NZX in

December 2023.

Remuneration Governance

Remuneration Philosophy

The Company’s remuneration governance framework is overseen by the Nominations and Remuneration Committee (the

Committee) on behalf of the Board.

The Committee will comprise at least 2 directors, all members will be non-executive directors and the majority of directors shall be

independent. Executive directors, including the CEO, are only entitled to attend meetings of the Committee by invitation.

During FY24, the Committee comprised the following members: Tony Batterton and Mike Petersen. Tony Batterton has served as the

Chair of the Committee from 22 August 2023 and Mike Petersen has been a member of the Committee from 20 June 2023.

The Committee is responsible for making recommendations to the Board on remuneration policies and packages for Directors,

the CEO and nominated executives. The primary objectives of the Remuneration Policy are to provide a competitive, flexible and

benchmarked structure that reflects market best practice. The policy is to ensure that the appropriate culture is maintained within

the business, is tailored to the specific circumstances of the Company and reflects each person’s duties and responsibilities so as to

attract, motivate and retain high calibre people. This includes the Company’s responsibility to monitor diversity and ensure pay equity.

Scales Corporation Limited

104 / Corporate Governance Statement

The Committee reviews market data on remuneration structure and quantum. The remuneration packages of the CEO and
nominated executives are structured to include a Short-Term Incentive Scheme (STI Scheme) that is directly linked to the overall

financial and operational performance of the Company. The CEO and nominated executives may also be invited to participate in

the Company’s share-based Long-Term Incentive Scheme (LTI Scheme) and/or the newly introduced Performance Share Rights

(PSR) Scheme (PSR Scheme). Both schemes are detailed below.

The Committee regularly assesses if the remuneration outcomes are both meeting these objectives and ensuring the outcomes

are reasonable, considering the Company’s actual performance.

The Committee operates under a written charter. The charter can be found at

www.scalescorporation.co.nz/about-us/governance.

The internal governance policies that provide context for the remuneration outcomes are described below.

Executive Remuneration Policy

The Committee and Board support a remuneration strategy that drives longer-term performance and aligns the incentives of

nominated executives with the interests of the Company’s shareholders. A small number of additional employees of non wholly-

owned subsidiaries have specific short-term incentive schemes linked to the performance of the subsidiary.

The Company aims to reward nominated executives with a level and mix of remuneration commensurate with their position and

responsibilities within the Group, so as to:

• Reward them for Company and business unit performance against targets set by reference to appropriate benchmarks and key

performance indicators

• Align their interests with those of shareholders

• Ensure total remuneration is competitive by market standards

Remuneration consists of both fixed and variable remuneration components. The remuneration packages for nominated

executives are all subject to Board approval, following recommendations from the Committee.

(a) Fixed remuneration

The fixed remuneration component of executive remuneration consists of base salary, employer superannuation contributions and

other employment benefits.

(b) Variable remuneration

The variable remuneration component of executive remuneration comprises the STI Scheme, the LTI Scheme and the PSR

Scheme.

(i) STI Scheme

The current STI Scheme is directly linked to the achievement of annual financial and operational targets. As such it can be

viewed as a ‘profit share’ arrangement, with the total annual payments made under the STI Scheme being funded from the

overperformance against the targets.

STI Scheme payments relate to a specific financial year and are delivered as a taxable cash bonus. They are payable on completion

of the annual audited financial statements for that financial year and therefore STI Scheme payments are made in the financial year

after the financial year to which they relate (e.g. FY24 STI Scheme payments earned in respect of FY24 will be paid in FY25).

STI Scheme payment values are set as a percentage of total fixed remuneration, being between 10% and 35% for nominated

executives for FY24. For FY24 there were 53 nominated executives in the STI Scheme.

(ii) LTI Arrangements

LTI Scheme

Under the LTI Scheme, participants are offered an interest free loan which is to be applied to acquire shares in the Company. The

criteria to receive a loan under the LTI Scheme during each reporting period is the achievement of a gross total shareholder return

(TSR) performance hurdle over the IPO reference share price, as set by the Board from year-to-year.

Shares acquired under the LTI Scheme are held by a custodian and will only vest with the participant if they are still employed by the

Company after 3 years from the date of issue and if the interest free loan amount is less than the current market value of the Scales

shares acquired with the loan.

Once the shares vest, the participant remains obligated to repay the outstanding balance of the loan. Often, to fund the repayment

of the outstanding loans, participants may, subject to the approved procedures, sell on-market their LTI vested shares. All net

dividends or distributions received in respect of the shares must be applied to repayment of the interest-free loan.

Alternatively, if a participant leaves employment before the expiry of the 3-year period, or if the participant’s interest free loan

amount is more than the current market value of the Scales shares acquired with the loan, the Company is authorised to sell that

participant’s shares with the proceeds applied to repay the balance of the loan, with any deficit covered by the Company and any

surplus retained by the Company.

Corporate Governance Statement / 105

Annual Report - Year Ended 31 December 2024

The gateway performance hurdle used for determining participation in the LTI Scheme is an absolute share price growth hurdle,
which is more challenging to achieve over time than a relative TSR hurdle. This approach only rewards participants if long-term

shareholders also do well.

Each participant’s loan amount (which determines how many shares will be acquired for the participant and at risk under the LTI

Scheme) is set as a percentage of their total fixed remuneration, being 30% for the CEO and between 10% and 20% for other

nominated executives in respect of FY24.

In late 2024, the Board resolved that the FY24 allocation of shares under the LTI Scheme would be the last allocation under the LTI

Scheme, with the Scheme to be replaced for current participants by the PSR Scheme. In making this decision the Board took into

account a number of factors, including: that PSRs are the most prevalent instrument in Australasia, that the objectives and benefits of

both Schemes are very similar and that the LTI Scheme could not be used for Scales’ executives domiciled outside of New Zealand.

PSR Scheme

During FY23 the Board introduced a dividend protected PSR Scheme as an additional long-term incentive for the CEO and certain

nominated executives. Under the PSR Scheme, PSRs are granted to key senior management personnel. The PSR Scheme was

initially linked to the performance of the Global Proteins division which has been the focus of recent and continuing investment by the

Company. During FY24, participation in the PSR Scheme was widened to include executives from a number of subsidiaries whose

executives had not, until that time, been participants in a Scales long-term incentive scheme.

Vesting under the PSR Scheme is dependent upon the achievement of Earnings per Share (EPS) and TSR targets at the end of a

3-year term. On vesting, PSRs entitle participants to receive ordinary shares in Scales. The number of PSRs awarded to participants

in the PSR Scheme is set at either a fixed amount, or is based on a value which reflects between 10% and 35% of participants’ total

fixed remuneration.

Both the LTI and PSR Schemes have been designed to link reward with key performance indicators that drive sustainable growth in

shareholder value over the long-term. The objectives of the Schemes are to:

• Align the CEO and nominated executives’ interests with those of shareholders

• Help provide a long-term focus

• Retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the Company

mindset

• Encourage executives to think and act like owners

(iii) Employee Share Ownership Scheme

At the time of the Company’s IPO, it established an employee share ownership scheme to facilitate an increase in the level of

participation by employees as shareholders, which improves the alignment of interests between employees and shareholders. Under

the scheme, each eligible employee was offered an interest free loan of up to $5,000 to fund 50% of the subscription price for the

shares which the employee wished to acquire in the Company as part of the IPO. Employees are obliged to repay their loans when

the shares are sold or when they leave the Company. As at 31 December 2024, loans for shares acquired under the employee share

ownership scheme totalling $33,500 remain outstanding and are recorded on the Company’s balance sheet.

FY24 Executive Remuneration Outcomes

(i) STI Scheme

No amounts were paid to nominated executives in the STI Scheme during FY24, as the Company did not achieve its target

Underlying Net Profit After Tax Attributable to Shareholders for the Group during FY23.

The actual amount earned for all nominated executives in the STI Scheme for FY24 was $1,542,963.

(ii) LTI Scheme

For FY24, 65 nominated executives (including the CEO) participated in the LTI Scheme.

The criteria to receive an interest free loan under the LTI Scheme in FY24 was the achievement of a gross TSR of 12.5% over the

IPO reference share price (equivalent to $2.72 for FY24). During FY24, 475,546 shares were issued to the custodian for participants

under the LTI Scheme, with matching interest free loans of $1,293,479, equating to $2.72 per share. Those shares will become eligible

to vest, subject to the market value of Scales shares at the time exceeding the value of the interest free loans, in FY27.

During FY24, a total of 422,154 shares issued to the custodian in FY20 and FY21 vested, with the corresponding loan amounts

becoming full recourse, and a total of 48,063 shares issued to the custodian in FY20 and FY21 lapsed.

As at 31 December 2024, total loans for vested shares, which are now full recourse, of $3,090,620 remain outstanding and are

recorded on the Company’s balance sheet. The executives are obligated to repay the outstanding loan balance on the sale of the

shares or on termination of employment.

Scales Corporation Limited

106 / Corporate Governance Statement

Total unvested shares on issue that are subject to the LTI Scheme as at the end of FY24 are as follows:
LTI shares Award DateVe s ting dateHurdle price

1


LTI shares issued on

Award Date

Lapsed LTI

shares

Vested LTI

shares Balance

7 April 2022 – FY217 April 2025$3.203 2 7, 0 3 119,568-3 07, 4 6 3

24 April 2023 – FY2224 April 2026$3.333 74 , 1 1 312,432-361,681

24 April 2024 – FY2324 April 2027$2.72475,546--475,546

To t a l1,176,69032,000-1,144,690

1

The hurdle price for an LTI Award is calculated as the market price of a Scales share required to achieve a gross TSR over the IPO reference price. For the FY21 Award, Scales’ Board

set the hurdle price at $3.20 as a transition from a gross TSR hurdle of 20%, to 15%. For the FY22 Award, a gross TSR hurdle of 15% applied. For the FY23 Award, the Scales Board

reduced the gross TSR hurdle to 12.5%.

Ta x a t i o n

In March 2018, changes were made to the tax legislation affecting employee share schemes. As a result of these changes, gains

made in share value by participants are now deemed as taxable to the participants on vesting. A tax deduction is also provided to the

employer for these gains. The gains, per share, are calculated as the difference between the market price on vesting and the original

issue price.

Scales’ Board agreed, for the LTI Scheme shares vesting in FY24, to fully fund participants’ tax liability, effectively passing on the actual

economic benefit derived from the legislative changes.

(iii) PSR Scheme

For FY24, 12 nominated executives (including the CEO) participated in the PSR Scheme.

One grant of 398,872 PSRs was made under the PSR Scheme during FY24 and will be eligible for vesting during FY27.

No PSRs were eligible for vesting during FY24.

CEO Remuneration Arrangements

Remuneration levels are regularly reviewed to ensure that they are appropriate for the responsibility, qualifications and experience of

the CEO and are competitive with the market.

Remuneration consists of both fixed and variable remuneration components. The fixed remuneration component consists of base

salary, employer superannuation contributions and other employment benefits. The variable remuneration component comprises the

STI Scheme, the LTI Scheme and the PSR Scheme, with the proportion of fixed and variable components established for the CEO.

(a) Fixed annual remuneration

The CEO receives fixed annual remuneration in cash and a limited range of prescribed fringe benefits such as superannuation, motor

vehicle and health insurance. The total employment cost of any remuneration package, including fringe benefit tax, is taken into

account in determining an employee’s fixed annual remuneration.

For FY24, the CEO’s total fixed remuneration was $942,245 (FY23: $892,929).

(b) Variable remuneration – STI Scheme

The objective of the STI Scheme is to provide an additional incentive to the CEO to achieve relevant targets and ensure that the cost to

the Company is flexible and in line with the trading outcome for the current year. STI Scheme payment values are set as a percentage

of total fixed remuneration, being 45% for the CEO for FY24.

Actual STI Scheme payments depend on achieving specific financial targets, determined by the Board, to be aligned with targets

communicated to shareholders. The targets are set at the beginning of the year and are also subject to a number of ‘qualifying gates’

including liquidity and ESG measures. The financial targets may include a weighted combination of:

• At least 40% for meeting budget or target Underlying Net Profit after Tax Attributable to Shareholders for the Group, within issued

guidance

• At least 25% for meeting budget or target Underlying Earnings before Interest and Tax for the Group, division or business unit

• Any balance for strategic objectives and other contributions

The CEO’s key performance indicators for the FY24 STI award are outlined below:

MeasureSTI WeightingDescription

U n d e r l y i n g N PATA S40%Achievement of the target Underlying Net Profit After Tax Attributable to

Shareholders for the Group

Underlying EBIT27%Achievement of the target Underlying Earnings Before Interest and Tax for the Group

Key operational milestone targets33%Achievement of five key operational milestone targets

In addition to the STI Scheme, the Board reserves the ability to pay ad-hoc bonus payments to any employee where certain outcomes

are considered by the Board to positively impact on long-term success.

Corporate Governance Statement / 107

Annual Report - Year Ended 31 December 2024

(c) Variable remuneration – LTI and PSR Schemes
LTI Scheme

The value of the loan provided to the CEO (which determines how many shares will be acquired on his behalf by the custodian)

represents 30% of the CEO’s total fixed remuneration.

The criteria to receive an interest free loan under the LTI Scheme in FY24 was the achievement of a gross TSR of 12.5% over the IPO

reference share price (equivalent to $2.72 for FY24). The key terms and conditions under the LTI Scheme are described under the LTI

Arrangements section above.

PSR Scheme

Grants of PSRs with vesting dates on or after 31 December 2024 were made on 20 December 2023 (FY23 Grant) and 1 May 2024

(FY24 Grant).

The FY23 Grant and FY24 Grant of PSRs each have three tranches. The value of the PSRs awarded to the CEO under the PSR

Scheme for tranches 1 and 2 is set at a fixed amount representing 15% of the CEO’s total fixed remuneration. The number of PSRs

issued to the CEO for tranche 3 is set at a fixed number of 684,285 spread evenly over FY23, FY24 and FY25.

The key terms and conditions related to the PSRs awarded to the CEO under the PSR Scheme are as follows:

• The PSRs are granted for nil consideration and have a nil exercise price.

• The CEO must remain an employee of Scales as at the relevant vesting date for each tranche of PSRs.

• The FY23 Grant and FY24 Grant have three separate performance hurdles, each applying to a tranche.

• For each of the FY23 and FY24 Grants:

−7.3% of the PSRs are allocated to tranche 1, which is subject to a performance hurdle of the Company’s TSR, equalling or exceeding

8.5%, calculated on a compound annual basis over the vesting period for the tranche;

−7.3% of the PSRs are allocated to tranche 2, which is subject to a performance hurdle of the Company’s EPS having a compound

annual growth rate (CAGR) of at least 5% over the vesting period for the tranche; and

−85.4% of the PSRs are allocated to tranche 3, which is subject to a performance hurdle of the Company’s TSR equalling or

exceeding 12.5%, calculated on a compound annual basis over the vesting period for the tranche.

• The PSR Scheme uses a progressive vesting scale for determining the percentage of PSRs that become eligible for vesting. Once the

performance hurdle is met, PSRs will become eligible for vesting on a straight-line basis.

• The percentage of PSRs under each tranche of the FY23 Grant and FY24 Grant that become eligible for vesting is determined as

follows:

% of PSRs under the tranche

eligible for vesting

Tranche 1

TSR equals or exceeds

Tranche 2

EPS CAGR equals or exceeds

Tranche 3

TSR equals or exceeds

25%8.5%5%12.5%

100%12.5%10%31.1%

• On the vesting date for each tranche, subject to achieving the performance hurdles, each PSR entitles the CEO to one ordinary share.

The PSR Scheme is dividend protected and the CEO will receive additional shares representing the value of dividends paid over the

vesting period. The CEO is liable for tax on the shares received at the point of vesting. The Company will, at its discretion, either offer the

CEO additional shares for nil consideration or make a cash payment to the CEO to meet some of the tax liability resulting for the CEO

from the receipt of shares by the CEO on vesting of the eligible PSRs.

CEO Remuneration Outcomes

(a) Remuneration of the CEO

The total remuneration and value of other benefits paid to the CEO (including under the STI Scheme and LTI Scheme detailed above)

for FY24 was $971,306 (FY23: $1,177,882).

Year Fixed RemunerationPay For PerformanceTo t a l

Remuneration

SalaryBenefits

1

SubtotalSTI Scheme

2

LTI Scheme

3

Subtotal

Paid

Amount received

as a % of

maximum awardPaid

Amount received

as a % of

maximum award

FY23$815,627$7 7, 3 0 2$892,929$259,438100%$25,515100%$284,953$1,177,882

FY24$ 8 5 7, 8 72$84,373$942,245$Nil0%$29,061100%$29,061$971,306

1

Benefits include superannuation payments, the provision of a company vehicle and health insurance payments.

2

The STI Scheme amount earned for FY22 was paid in FY23. For FY23, the STI Scheme targets were not achieved. The STI Scheme amount earned for FY24 was paid in FY25 and

will consequently show as FY25 remuneration in the FY25 Remuneration Report.

3

LTI Scheme amounts earned represent the market price of shares which vested to the CEO under the LTI Scheme during FY24 and FY23 (calculated as the volume weighted

average price of a Scales share over the 5 trading days prior to the vesting date multiplied by the number of shares that vested under the LTI Scheme, less the value of the CEO’s

interest free loan used to acquire those shares on the vesting date) plus a cash bonus amount paid to fund the CEO’s tax liability arising in respect of the LTI Scheme shares that

vested during FY24, of $1,151.

Scales Corporation Limited

108 / Corporate Governance Statement

The total remuneration of the CEO for FY23, of $1,177,882, differs from the amount reported in the 2023 Remuneration Report, of
$1,266,118. This is due to a change in the way that remuneration in relation to LTI Scheme shares has been calculated. For the 2023

Remuneration Report, remuneration received by the CEO in FY23 in relation to the LTI Scheme, included the amortised option cost

of unvested shares. In addition, the market value of shares vesting in FY23 was excluded from the calculation. For this Remuneration

Report, remuneration received by the CEO in relation to the LTI Scheme is determined in accordance with the calculation described in

the footnote below (and Scales expects to take this approach to its future Remuneration Report disclosures).

(b) FY24 STI Outcomes

A breakdown of the amount earned by the CEO for achievement of the FY24 STI Scheme key performance indicators is as follows:

MeasureSTI AwardedEarned% Earned of Awarded

U n d e r l y i n g N PATA S40%$ 1 5 7, 0 5 3$ 1 5 7, 0 5 3100%

Underlying EBIT27%$104,702$104,702100%

Key operational milestone targets33%$130,877$104,70280%

(c) FY24 LTI Outcomes

LTI Scheme

During FY24, a total of 123,247 shares issued to the custodian in FY21 vested, with the corresponding loan amount becoming full

recourse.

In total, at 31 December 2024, 226,145 shares are held for the CEO under the LTI Scheme which remain subject to vesting conditions.

As at 31 December 2024, the total balance owing under the loans advanced to the CEO under the LTI Scheme was $1,517,272, with

$650,111 relating to unvested shares and $867,161 relating to vested shares (and which have become full recourse). Note that under

current accounting treatment, loans relating to unvested shares are not recorded on the Company’s balance sheet.

A summary of the LTI Scheme shares held by the CEO which lapsed or vested during FY24 or which remain subject to vesting

conditions as at 31 December 2024 is as follows:

LTI shares

Award DateVesting Date

Hurdle

Price

1

LTI shares

issued on

Award Date

Market Price

at Award

Date

2

LTI shares

lapsed in

FY24

LTI shares

vested in

FY24

Market

Price at

the Vesting

Date

3

Balance of

LTI shares at

31 December

2024

28 June 20203 September 2024$4.1976,372$55,926-76,372$0-

7 April 20217 April 2024$3.2046,875$ 6 7, 8 0 9-46,875$29,061-

7 April 20227 April 2025$3.2061,208$115,842--N /A61,208

24 April 202324 April 2026$3.3368,900$0--N /A68,900

24 April 202424 April 2027$2.7296,037$45,243--N /A96,037

1

The hurdle price for an LTI Award is calculated as the market price required to achieve a gross TSR over the IPO reference price.

2

Market price of LTI Scheme shares is calculated as the volume weighted average price of a Scales share over the 5 trading days prior to the award date multiplied by the number of

LTI Scheme shares less the value of the CEO’s interest free loan used to acquire those shares on the award date.

3

Market price of LTI Scheme shares is calculated as the volume weighted average price of a Scales share over the 5 trading days prior to the vesting date multiplied by the number of

LTI Scheme shares less the value of the CEO’s interest free loan used to acquire those shares on the vesting date.

PSR Scheme

One grant of 267,051 PSRs was made to the CEO as a part of the FY24 Grant.

None of the PSRs issued to the CEO under the FY23 Grant or the FY24 Grant became eligible for vesting during FY24. As outlined

above, PSRs are subject to a number of performance hurdles, measured at the end of a 3-year vesting period. The number of PSRs

vesting with the CEO is dependent on the level of performance achieved against the hurdles. Vesting of all PSRs requires achievement

at the top end of the performance hurdle range. Achievement at this level represents a high level of long-term performance which

would be of significant benefit to shareholders. In particular, PSRs issued in relation to tranche 3 are significant in number but are

linked to a very demanding TSR performance hurdle of between 12.5% and 31.1%.

A summary of the PSRs granted to the CEO which lapsed or vested during FY24 or which remain subject to vesting conditions as at

31 December 2024 is as follows:

PSRs

Award

DateFinal Vesting Date

PSRs

issued

on Award

Date

Market

Price at

Award

4


PSRs

lapsed

in FY24

PSRs

vested

in FY24

Shares issued

/ transferred

based on

vesting

outcomes

Market

Price at

the Vesting

Date

4

Issue /

transfer

date

Balance of

PSRs at 31

December

2024

20

December

2023

11 trading days following

the release of FY25

results to NZX

267,051$856,299---N /AN /A267,051

1 May 202411 trading days

following the release

of FY26 results to NZX

267,051$872,055---N /AN /A267,051

4

Market price is calculated as the volume weighted average price of a Scales share multiplied by the number of PSRs or shares (as applicable) over the 5 trading days prior to the

relevant date (as specified in the table). The market price differs from the value ascribed to the PSRs for accounting purposes. The valuation of PSRs for accounting purposes uses a

variant of the dividend adjusted Monte Carlo simulation, which acknowledges a number of value risks, including share price volatility, interest rates and the vesting period.

Corporate Governance Statement / 109

Annual Report - Year Ended 31 December 2024

Remuneration bands
The following table notes the number of employees of the Group (including former employees and employees of non wholly-owned

subsidiaries), not being a Director (and therefore excluding the CEO who is also a Director) mentioned below, who during FY24

received remuneration and other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum, in

brackets of $10,000:

Amount of Remuneration

1

Employees

$100,001-$110,00016

$110,001-$120,00016

$120,001-$130,00021

$130,001-$140,00022

$140,001-$150,00012

$150,001-$160,00016

$160,001-$170,0007

$170,001-$180,0005

$180,001-$190,0004

$190,001-$200,0005

$210,001-$220,0004

$220,001-$230,0001

$230,001-$240,0001

$250,001-$260,0002

$270,001-$280,0001

$280,001-$290,0001

$290,001-$300,0001

$310,001-$320,0001

$330,001-$340,0001

$340,001-$350,0001

$410,001-$420,0001

$460,001-$470,0001

$470,001-$480,0001

$690,001-$700,0002

$820,001-$830,0001

$4,340,001-$4,350,0001

1

The remuneration amounts include LTI Scheme shares that vested during FY24 calculated as the volume weighted average price of a Scales share over the 5 trading days prior to

the vesting date multiplied by the number of shares that vested under the LTI Scheme less the value of the interest free loan used to acquire those shares on the vesting date. The

remuneration amounts do not include any LTI Scheme awards or any PSR Scheme grants made in FY24 that have not vested.

Director Remuneration

Remuneration Structure

In accordance with best practice corporate governance, the structure of non-executive Director remuneration is separate and distinct

from the remuneration of the CEO and other executives.

Components of Compensation – Non-Executive Directors

The Board seeks to set aggregate remuneration for non-executive Directors at a level which provides the Company with the ability to

attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

No remuneration is payable to Directors unless it is approved by the Company’s shareholders. Scales’ shareholders approved a

Directors’ fee pool of $650,000 per annum at the 2022 Annual Shareholders’ Meeting. With a subsequent increase in the total

number of directors in August 2022, the Directors’ fee pool was increased in line with NZX Listing Rule 2.11.3 at that time to $746,800.

Since that time the number of directors has reduced to 5. The Board continues to review the optimum number of Directors for the

Company.

Scales Corporation Limited

110 / Corporate Governance Statement

The Board reviews its fees annually to ensure the Company’s non-executive Directors are fairly remunerated for their services and
recognising the level of skill and experience required to fulfil the role. The process involves benchmarking against a group of peer

agribusiness companies. In addition, the Board reviews the Committee structure and appropriate level of resourcing required to make

an ongoing contribution to long-term value creation.

Non-executive Directors have no entitlement to:

• Any performance-based remuneration

• Participation in any share-based incentive schemes

• Any golden handshake or parachute payments on their resignation as a Director

This policy reflects the differences in the role of the non-executive Directors, which is to provide oversight and guide strategy, and the

role of management, which is to operate the business and execute the Company’s strategy. Non-executive Directors are encouraged

to be shareholders but are not required to hold shares in the Company.

Each non-executive Director receives a base fee for services as a Director of the Company or specific subsidiaries, plus an additional

fee is paid to the members of each Board Committee. The payment of an additional fee recognises the additional time commitment

and specific skills required by each Director who serves on those Committees. All Directors are also entitled to be reimbursed for

costs associated with carrying out their duties, including a training allowance.

Director Remuneration Outcomes

Fees payable for Chair, Director and Committee member roles for FY24 were:

Board of

Scales

Corporation

Limited

Fees for serving

on Nominations

and

Remuneration

Committee

Fees for

serving on

Audit and Risk

Management

Committee

Fees for serving

on the Board

of Selacs

Insurance

Limited

Fees for serving

on Health &

Safety and

Sustainability

Committee

Fees for

serving on

Finance and

Tr e a s u r y

Committee

Fees for

serving on

Australian

subsidiary

Boards

Board Chair$166,000N /AN /AN /AN /AN /AN /A

Committee

Chair

N /A$15,000$18,000N /A$12,000$9,000N /A

Director$80,000N /AN /A$12,000N /AN /A$8,333

Committee

Member

N /A$6,000$6,000N /A$6,000$6,000N /A

Fees payable to the non-executive Directors of the Group for the period 1 January 2024 to 31 December 2024 were as follows:

DirectorBase fee

Fees for

serving on

Nominations

and

Remuneration

Committee

Fees for

serving on

Audit and Risk

Management

Committee

Fees for

serving on

the Board

of Selacs

Insurance

Limited

Fees for

serving on

Health &

Safety and

Sustainability

Committee

Fees for

serving on

Finance and

Tr e a s u r y

Committee

Fees for

serving on

subsidiary

Boards

To t a l

Fees

Mike Petersen$166,000------$166,000

Tony Batterton$80,000$15,000$6,000--$9,000-$110,000

Miranda Burdon$80,000---$9,411--$89,411

Nick Harris $80,000-$6,000----$86,000

Tim Goodacre------$8,178$8,178

Alan Isaac $80,000-$18,000$12,000---$110,000

Grant Sinclair

1

------$4,492$4,492

Nadine Tunley

2

$53,589---$6,625--$60,214

Qi Xin

3

$65,479------$65,479

1

Grant was a Director of subsidiary Profruit (2006) Limited from 28 August 2006 until his resignation on 20 September 2024.

2

Nadine resigned from the Board on 31 August 2024. Nadine served as the Chair of the Health & Safety and Sustainability Committee up until 5 June 2024 and as a Health & Safety

and Sustainability Committee member until 31 August 2024.

3

Qi Xin resigned from the Board on 25 October 2024.

Corporate Governance Statement / 111

Annual Report - Year Ended 31 December 2024

Principle 6 – Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.

RECOMMENDATION 6.1

An issuer should have a risk management framework for its business and the issuer’s Board should receive and review regular

reports. An issuer should report the material risks facing the business and how these are being managed.

Risk Management Framework

The Board is responsible for ensuring that key business and financial risks are identified, and that appropriate controls and

procedures are in place to effectively manage those risks.

The Audit and Risk Management Committee has overall responsibility for ensuring that the Company’s risk management framework is

appropriate and that it appropriately identifies, considers and manages risks.

Risk management is an integral part of Scales’ business. A risk management framework incorporating a risk register is used to

identify those situations and circumstances in which the Company may be materially at risk and for which risk mitigation activities

are appropriate. This approach is intended to embed a comprehensive, holistic, Group-wide culture of risk awareness in senior

management, supported by a consistent method of identifying, assessing, controlling, monitoring and reporting existing and potential

risks to Scales’ business.

The objectives of the framework are to:

• Provide a consistent and structured way to manage risk across the Company

• Ensure the Company manages effectively the risks it faces in achieving its objectives

• Ensure our people are aware of and meet their responsibilities to identify, evaluate and treat the risks that may prevent or restrict the

Company from achieving its objectives

The Board has delegated responsibility to the Audit and Risk Management Committee to establish and regularly review the

Company’s risk management framework. As part of this framework the Committee is tasked with identifying situations and

circumstances in which the Company may be materially at risk and initiating appropriate action through the Board or Managing

Director. A risk management policy is overseen by the Managing Director and supports a comprehensive approach to the

management of those risks identified as material to the Company’s operations. Risk management is a standing item on the agenda for

Audit and Risk Management Committee meetings, with detailed reports provided by management.

The table below outlines Scales’ material risks (with the exception of Health & Safety risk, which is covered at 6.2) and how Scales

manages these risks.

Risk categoryThe risks and their impactRisk management - controls, mitigations and initiatives

Biological

Biological risks include the risk of the

incursion of pests and diseases that

would cause biological asset damage

or would impact market access for

Scales’ products.

Scales actively monitors and manages this risk via a suite of controls, including

comprehensive spray programmes, pest traps, residue testing and product

traceability. In addition, Scales promotes and participates in the management of

biosecurity risks via membership of industry bodies and assurance programmes.

Compliance,

Legal &

Regulatory

Risk of breaches in compliance, legal

and regulatory obligations that would

lead to adverse regulatory outcomes,

reputational damage, fines, breaches

of contract or would impact market

access for Scales’ products.

Scales looks to mitigate these risks via committing to best practice corporate

governance including by maintaining and adhering to relevant policies, processes and

procedures.

In addition, mitigations and controls include:

• Extensive operational protocols and quality control procedures

• A wide range of employee training, both internally and externally provided

• Use of relevant external advisors

• Active engagement with regulators

• External and internal audit processes

• Monitoring and compliance with consent & permit requirements

• Participation in industry bodies, including in their assurance and special interest groups

• Monitoring trade and geopolitical environment

Cyber

security

Risk of adverse impact, including

loss of business continuity, from the

failure to protect digital assets and

information.

Scales has a comprehensive suite of controls and mitigations including:

• Certified internal security personnel and certified third-party security vendors

• Network, systems, infrastructure and communications-based security software

suites

• Recurring cyber awareness training for all employees

• Applicable cyber insurance covering operational downtime and/or loss of data

• Bi-annual penetration testing against edge devices

• Real-time “hot site” infrastructure for Scales’ on-premises environments

Scales Corporation Limited

112 / Corporate Governance Statement

Risk categoryThe risks and their impactRisk management - controls, mitigations and initiatives
Financial

Risk of negative financial impact

from internal and external factors

including:

• adverse strategic decisions

• market risk, including sales pricing,

foreign exchange movements and

interest rate movements

• failure to adequately protect assets,

including via insurance

• fraud, operational error or poor

procedures and processes

Scales has people, policies, processes, systems and controls in place to deliver

on its expectations of good practice financial management. Specific controls and

mitigations include:

• Board-appointed Audit and Risk Management and Finance and Treasury

Committees whose responsibilities include overseeing financial reporting,

assessing material risks and capital and treasury risk management

• Group-wide financial modelling, budgeting and forecasting

• Annual external audit process and internal audit function

• Extensive use of external advisors on specific risk areas

• Delegations Policy which details authority and limits for committing to expenditure

• Operation of a captive insurance subsidiary to extend the range of insurance

options

• Maintenance of business continuity and crisis management plans

Human

resources

Risk of inability to retain or attract

the required calibre and number of

employees. Specific risks include:

• limitation of the Recognised

Seasonal Employer (RSE) Scheme

• inability to meet the seasonal

worker requirements of the

Horticulture division

• failure to effectively implement a

senior management succession

plan

Scales’ management of these risks includes the following controls and mitigations:

• Active engagement with government bodies around the requirements of the RSE

Scheme

• Regular visits to the various Pacific Islands and engagement with their governments

regarding the RSE Scheme and employees

• Independent inspection of facilities provided to RSE Scheme employees

• Operation of a variety of programmes and initiatives to attract and retain

employees

• Regular review of succession planning

• Operation of incentive schemes designed to encourage employee retention

Market

access

Risk of reduction or loss of market

access and/or the limitation or

inability to get products to markets.

Specific risks include:

• product contamination

• adverse spray usage

• cool chain equipment failure

• inability to access global shipping

capacity

• trade barriers

Scales has comprehensive, policies, processes, systems and controls in place to

mitigate these risks. Specific controls and mitigations include:

• Extensive compliance programmes

• Quality control checking of products

• Sanitation protocols in place and constantly monitored

• Annual product recall testing

• Regular testing of active ingredients of sprays and of residues

• Traceability systems in place

• Effective and ongoing preventative and reactive maintenance programmes

• Constant monitoring of cool chain temperatures

• Insurance cover for goods in transit

• Engagement with government bodies on risk management

• Operation of an experienced logistics division

• Engagement with multiple global shipping carriers

• Proven track record of forecasting shipping capacity requirements

• Regulatory affairs resource to monitor changes and trends

Climate

Climate change poses risk to our

businesses via disruption to Scales’

operations, Scales’ supply chain,

infrastructure and customers.

Recent severe weather events have

highlighted the adverse impact that

climate change can have.

As an agribusiness company, Scales considers climate risk as part of its

enterprise risk framework. This year Scales will produce its second CRD report in

accordance with the Aotearoa New Zealand Climate Standards. This report will

comprehensively cover climate risks and how Scales manages these.


The Managing Director and Chief Financial Officer have provided the Board, through the Audit and Risk Management Committee,

with assurances that, in their opinion, financial records have been properly maintained, that the financial statements comply with

those accounting standards under which Scales must report and that the statements present fairly Scales’ financial position and

performance. These representations are given on the basis that a sound system of internal controls and risk management is operating

effectively in all material respects in relation to financial reporting.

In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury

management, financial performance, taxation and delegated authorities.

Scales has insurance policies in place covering most areas where risk to its assets and business can be insured at a reasonable cost. It

also operates a captive insurance subsidiary, Selacs Insurance Limited. Selacs Insurance accesses reinsurance, for the benefit of the

Company, in international insurance markets, including in London.

Corporate Governance Statement / 113

Annual Report - Year Ended 31 December 2024

RECOMMENDATION 6.2
An issuer should disclose how it manages its health and safety risks and should report on their health and safety risks,

performance and management.

Health and Safety

The Health & Safety and Sustainability Committee was initially established to assist the Board to meet its responsibilities under

the Health & Safety at Work Act 2015. In particular, the Committee is responsible for ensuring that health and safety is given an

appropriate level of focus by Scales and its subsidiaries by regularly reviewing the assurance processes around risk assessment

and mitigation, safety systems, staff capability, staff competency, safety leadership and safety culture. Detailed reporting is

provided to the Committee on lead and lag indicators including health and safety incidents, injury rates by severity, local site

health and safety committee meetings and sick leave. The findings of independent audit reports are provided to the Committee.

Further information is included in the Sustainability Report on pages 16 - 21 of this report.

Principle 7 – Auditors

The Board should ensure the quality and independence of the external audit process.

RECOMMENDATIONS 7.1 AND 7.2

The Board should establish a framework for the issuer’s relationship with its external auditors.

The external auditor should attend the issuer’s Annual Shareholders’ Meeting to answer questions from shareholders in relation

to the audit.

External Auditor

Oversight of the Company’s external audit arrangements to safeguard the integrity of financial reporting is the responsibility of

the Audit and Risk Management Committee. Scales maintains an External Auditor Independence Policy to ensure that audit

independence is maintained, both in fact and appearance.

The policy covers the following areas:

• Appointment of the external auditor

• Provision of other assurance services by the external auditor

• Pre-approval process for the provision of other assurance services

• External auditor lead and engagement partner rotation

• Hiring of staff from the external auditor

• Relationships between the external auditor and the Company

• Reporting on fees and non-audit work

The role of the external auditor is to audit the financial statements of the Company in accordance with applicable auditing

standards in New Zealand and to report on its findings to the Board and shareholders of the Company.

The External Auditor Independence Policy is available in the Governance section of the Company’s website. Deloitte Limited is

the Company’s external auditor. Nicole Dring is the current audit engagement partner, having been appointed since the 2021 audit.

All services provided by the Company’s external auditor are considered on a case-by-case basis by management and the Audit

and Risk Management Committee to ensure there is no actual or perceived threat to independence in accordance with the policy.

The external auditor has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was

able to operate independently during the year.

The amount payable by Scales and its subsidiaries to Deloitte Limited as audit fees during the year ended 31 December 2024 was

$388,781. In addition, audit fees of $183,320 were payable to Sheehan & Company during the year ended 31 December 2024, for

their audit of Meateor US LLC and its subsidiaries and audit fees of $32,715 were paid to Lowe Lippmann during the year ended 31

December 2024 for their audit of Fayman International Group Pty Limited.

Deloitte Limited were also paid $90,000 for assurance and pre-assurance engagements in relation to Greenhouse gas emissions

during the year to 31 December 2024. There was no other non-assurance work carried out by the external auditors during the

year. All non-assurance services provided must have the prior approval of the Audit and Risk Management Committee.

The effectiveness, performance and independence of the external auditors is reviewed by the Audit and Risk Management

Committee on an ongoing basis. The Audit and Risk Management Committee also reviews the possible rotation of the external

audit firm on a regular basis. The review includes an assessment of the auditors’ independence, expertise and partner rotation

frequency. Such a review was carried out in 2023 and resulted in a recommendation of no change to the external auditor.

The auditor is regularly invited to meet with the Committee including without management present.

The auditor attended Scales’ 2024 ASM and has been invited to attend the 2025 ASM so as to be available to answer questions

about the audit process and the independence of the auditor.

Scales Corporation Limited

114 / Corporate Governance Statement

RECOMMENDATION 7.3
Internal audit functions should be disclosed.

Internal Audit

Scales’ internal audit function is overseen by the Audit and Risk Management Committee. The objective of the internal audit function

is to enhance and protect the organisational value of Scales by providing risk-based and objective assurance, advice and insight.

Internal audit activities are governed by Scales’ Internal Audit Charter, which outlines, amongst other things, the principles, purpose,

authority and scope of the function.

An annual internal audit plan is prepared for approval by the Audit and Risk Management Committee. Where necessary, external

expertise is obtained for specific audit activities.

The internal auditor is regularly invited to meet with the Audit and Risk Management Committee including without management

present.

The Company continues to co-source engagements in the internal audit programme with KPMG, as required. A number of such

engagements are planned for 2025.

Principle 8 – Shareholder Relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourages them

to engage with the issuer.

RECOMMENDATION 8.1

An issuer should have a website where investors and interested stakeholders can access financial and operational information and

key corporate governance information about the issuer.

Shareholder Relations

Scales’ Board is committed to maintaining open and transparent communications with investors and other stakeholders. The

annual report, NZX releases, governance policies and charters and a variety of corporate information is posted onto the Company’s

website. Recordings of results briefings are available in the Investors section of the website.

The Company has a Shareholder Meetings page in the Investors section on its website at which documents relating to meetings are

made available.

RECOMMENDATION 8.2

An issuer should allow investors the ability to easily communicate with the issuer, including by designing its shareholder meeting

arrangements to encourage shareholder participation and by providing shareholders the option to receive communications from

the issuer electronically.

Shareholder Meetings

Shareholder meetings will be held at a time and location to encourage participation in person by shareholders. ASMs historically

have been held in Christchurch, reflecting the head office location for the Company and the historical shareholder base. Since 2021,

meetings have been held as ’hybrid meetings’, with shareholders having the ability to either attend in person or to view the meeting,

and to also vote and ask questions, virtually. It is the intention to continue this practice, to enable the widest possible shareholder

participation.

Electronic Communications

Shareholders have the option of receiving their communications electronically. Shareholders can contact Scales at its head office,

with contact details for Scales available on its website.

RECOMMENDATION 8.3

Shareholders should have the right to vote on major decisions which may change the nature of the company in which they are

invested in.

Major Decisions

Directors’ commitment to timely and balanced disclosure is set out in its Shareholder Communications and Market Disclosure

Policy and includes advising shareholders on any major decisions. Where voting on a matter is required, the Board encourages

investors to attend the meeting or to vote by post or proxy. Shareholders may raise matters for discussion at the ASM either in

person, virtually or by emailing the Company with a question to be asked. Scales conducts voting at its ASMs by way of poll and on

the basis of one share, one vote.

Corporate Governance Statement / 115

Annual Report - Year Ended 31 December 2024

RECOMMENDATION 8.4
When seeking additional equity, the Company should offer shares to existing shareholders on a pro-rata basis before

offering shares to other investors.

The Company did not raise equity capital in 2024. The Board will take this recommendation into account if

considering any future capital raisings.

RECOMMENDATION 8.5

The Board should ensure that the notice of meeting for the Annual Shareholders’ Meeting and any special meeting is

posted on the issuer’s website as soon as possible and at least 20 working days prior to the meeting.

Notice of Meeting

Scales’ Notice of Meeting will be released on the NZX’s Market Announcement Platform at least 20 working days prior

to the ASM and will also be made available on the Shareholder Meetings page in the Investors section of its website.

Scales Corporation Limited

116 / Corporate Governance Statement

Director Disclosures
Directors

The following persons were Directors of Scales and its subsidiaries during the year ended 31 December 2024:

Scales Corporation Limited

Tony Batterton Independent Director

Andrew BorlandExecutive Director

Miranda BurdonIndependent Director

Nick HarrisIndependent Director

Alan Isaac Independent Director

Mike PetersenIndependent Chair

Nadine Tunley (resigned 31 August 2024)Independent Director

Qi Xin (resigned 25 October 2024)Director

Fern Ridge Produce Limited

Andrew Borland

Hamish Davis

Andrew van Workum

Geo. H. Scales Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Longview Group Holdings Limited

Andrew Borland

Andrew van Workum

Meateor Foods Limited

Andrew Borland

Nick Harris

Meateor Foods Australia Pty Limited

Andrew Borland

Tim Goodacre

Meateor Group Limited

Andrew Borland

Nick Harris

Meateor US LLC

Andrew Borland

John Sainsbury

Mr Apple New Zealand Limited

Andrew Borland

New Zealand Apple Limited

Andrew Borland

Scales Logistics Australia Pty Limited

Andrew Borland

Tim Goodacre

Scales Employees Limited

Andrew Borland

Scales FI Group Holding Pty Limited

Andrew Borland

Nick Harris

Tim Goodacre

John Sainsbury

Scales Holdings Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Scales Logistics Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Selacs Insurance Limited

Andrew Borland

Alan Isaac

Steve Kennelly

Shelby Exports, Inc.

Brett Frankel

Shelby JV LLC

Andrew Borland

John Sainsbury

Brett Frankel

Profruit (2006) Limited

Andrew Borland

Grant Sinclair (resigned 20 September 2024)

Nadine Tunley (appointed 20 September 2024)

Director Disclosures / 117

Annual Report - Year Ended 31 December 2024

Interests Register
The following entries were made in the interests register of Scales and its subsidiaries during the period 1 January 2024 to

31 December 2024:

Indemnification and Insurance of Directors

As permitted by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the Group has

indemnified all Directors and arranged Directors’ and Officers’ liability insurance which ensures that, to the extent permitted by law,

Directors are insured for losses arising as a result of actions or omissions in their capacity as Directors. Certain actions are specifically

excluded, for example, the incurring of criminal penalties.

Share Dealings by Directors

Dealings by Directors in relevant interests in Scales’ ordinary shares during the year ended 31 December 2024 as entered in the

Interests Register of Scales are as follows:

Name of DirectorNo. of SharesNature of Relevant InterestNature of TransactionConsiderationDate of Transaction

Andrew Borland46,875

Registered holder &

beneficial owner

LTI Scheme Transfer$0.008 April 2024

Andrew Borland96,037Beneficial ownerLTI Scheme Issue$2.72 per share24 April 2024

Andrew Borland76,372

Registered holder &

beneficial owner

LTI Scheme Transfer$0.003 September 2024

Miranda Burdon55,000

Registered holder &

beneficial owner

Acquisition$3.53 per share23 October 2024

Mike Petersen5,000Registered holderAcquisition$3.40 per share4 June 2024

General Notice of Disclosure of Interest in the Interests Register

Details of Directors’ general disclosures entered in the relevant interests register for Scales or its subsidiaries during the period

1 January 2024 to 31 December 2024 are as follows:

Scales Corporation Limited

Andrew Borland

The Lincoln University FoundationTr u s t e e

Lincoln University Centennial TrustAdvisor

Lockbox Storage Rangiora LimitedShareholder

Tony Batterton

Briscoe Group LimitedDirector

Evergreen Partners LimitedDirector

NZ Fine Touring Group LimitedDirector

Siplow Nominees LimitedDirector

Direct Capital IV Management LimitedDirector

Miranda Burdon

Emerging Proteins New ZealandChair

Food Nation LimitedDirector

Meadow Mushrooms LimitedChair

Nick Harris

Glenturret Farm LimitedDirector/Shareholder

Harris Farms LimitedDirector/Shareholder

Harris Meats (Cheviot) LimitedDirector/Shareholder

Highstead TrustTr u s t e e

Southbrook 2024 LtdDirector/Shareholder

Alan Isaac

Basin Reserve TrustChair

NZ Community TrustChair

NZ Markets Disciplinary TribunalMember

Oceania Healthcare (NZ) LimitedDirector

Skellerup Holdings LimitedDirector

Wellington Cricket FoundationTr u s t e e

Wellington Cricket TrustTr u s t e e

Wellington Free AmbulanceDirector

Mike Petersen

Antipodean Lands LimitedDirector

ANZCO Foods LimitedDirector

Bellarace Consulting LtdDirector/Shareholder

Dryland Carbon

Advisory

Committee Member

Forest Partners

Advisory

Committee Member

Kelso Genetics LimitedDirector

Nui Markets LimitedChair

Rimanui FarmsAdvisory Board Member

Te Hau Station LimitedDirector

Te Puna Farm TrustTr u s t e e

Tukituki Water Security LimitedChair

Scales Corporation Limited

118 / Director Disclosures

Relevant Interests
The table below records the Scales ordinary shares in which each Director had a relevant interest as at 31 December 2024.

DirectorNumber of Ordinary Shares – BeneficialNumber of Ordinary Shares – Non-Beneficial

Andrew Borland526,347500,000

Tony Batterton83,891Nil

Miranda Burdon95,000Nil

Nick Harris250,000Nil

Alan Isaac25,0003,000

Mike PetersenNil20,000

Use of Company Information by Directors

No notices were received from Directors pursuant to section 145 of the Companies Act 1993 to use Company information received in

their capacity as Directors, which would otherwise not have been available to them.

Shareholder Information

Spread of Shares

Set out below are details of the spread of shareholders of Scales as at 31 January 2025:

Number of ShareholdersNumber of Shares Held% of Shares Held

Under 2,000 1,188 1,136,398 0.79

2,000 to 4,999 1,273 3,848,572 2.68

5,000 to 9,999 754 4,982,341 3.47

10,000 to 49,999 734 13,534,110 9.42

50,000 to 99,999 84 5,535,492 3.86

100,000 and over 68 114,534,614 79.78

Director Disclosures / 119

Annual Report - Year Ended 31 December 2024

20 Largest Shareholders
Set out below are details of the 20 largest shareholders of Scales as at 31 January 2025:

Shareholder Number of Shares % of Shares

Custodial Services Limited 22,201,850 15.46

BNP Paribas Nominees (NZ) Limited - NZCSD 13,880,933 9.67

Accident Compensation Corporation - NZCSD 9,947,478 6.93

FNZ Custodians Limited 6,830,599 4.76

HSBC Nominees (New Zealand) Limited - NZCSD 6,156,183 4.29

Tea Custodians Limited Client Property Trust Account - NZCSD 5,850,850 4.08

Citibank Nominees (New Zealand) Limited - NZCSD 4,610,768 3.21

Forsyth Barr Custodians Limited 4,469,893 3.11

JP Morgan Chase Bank - NZCSD 4,342,834 3.02

JB Were (NZ) Nominees Limited 3,148,779 2.19

New Zealand Depository Nominee Limited 2,868,023 2.00

HSBC Nominees (New Zealand) Limited - NZCSD 2,675,191 1.86

John Grant Sinclair & Camille Elizabeth Sinclair 2,241,000 1.56

HSBC Nominees (New Zealand) Limited - NZCSD 1,729,730 1.20

PT (Booster Investments) Nominees Limited 1,642,558 1.14

FNZ Custodians Limited 1,400,305 0.98

JB Were (NZ) Nominees Limited 1,188 ,716 0.83

Scales Employees Limited 1,144,690 0.80

Pathfinder Nominees Limited - NZCSD 1,047,052 0.73

Investment Custodial Services Limited 970,358 0.68

Substantial Product Holders

Set out below are details of the substantial product holders of Scales as at 31 December 2024.

The number of shares shown below is based on the most recent substantial product holder notices given to Scales and its records as

at 31 December 2024.

NameNumber of SharesClass of Shares

Accident Compensation Corporation10,267,440Ordinary

FirstCape Group Limited

1

20,178,390Ordinary

1

As disclosed in a substantial product holder notice given by FirstCape Group Limited (FirstCape) on 25 October 2024, Harbour Asset Management Limited, BNZ Investment

Services Limited, Jarden Wealth Limited and JB Were (NZ) Nominees Limited are also substantial product holders as they are related bodies corporate of FirstCape and therefore

are deemed to have the same relevant interest in Scales’ ordinary shares as FirstCape.

The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2024 was 143,571,527.

Other Information

NZX Waivers

Scales did not rely upon any waivers granted by NZX Limited during the year ended 31 December 2024.

Exercise of NZX Disciplinary Powers

NZX Limited did not exercise any of its powers under Listing Rule 9.9.3 in relation to Scales during the year ended 31 December 2024.

Donations

Donations of $11,830 were made by Scales during the year ended 31 December 2024. No donations were made to political parties.

Scales Corporation Limited

120 / Director Disclosures

AUD
Australian dollars

Average Net Cash

Average net cash is calculated as the average of the cash / debt balances plus the net working capital

facility balance, as at 30 June and 31 December each year

Capital Employed

Capital Employed is calculated as non-current assets plus working capital (excluding cash, overdrafts and

borrowings, NZ IFRS 16 lease liability, dividends declared, derivative assets / liabilities and employee loans)

CRD

Climate-Related Disclosures (also referred to as Climate Statements)

EBIT

Earnings Before Interest and Tax

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortisation

EPS

Earnings Per Share

Esro Petfood

Esro Petfood BV (50 per cent held by Scales, equity accounted as a joint venture)

Fayman

Australian operations of FI Group Holdings Pty Limited (50 per cent held by Scales, equity accounted as

a joint venture) together with ANZ Exports Pty Limited (42.5 per cent held by Scales, equity accounted)

Fern Ridge

Fern Ridge Produce Limited (100 per cent held by Scales, consolidated)

FOB

Free On Board, a term which means that the price for goods includes delivery at the seller’s expense on to

a vessel at a named port and no further. The buyer bears all costs thereafter (including costs of sea freight)

FY

Financial Year

Group

Scales Corporation Limited, its subsidiaries and joint ventures

Ha

Hectare, a metric unit of measurement equal to 10,000 square metres

IPO

Initial Public Offering

Meateor Australia

Meateor Australia Pty Limited (50 per cent held by Scales, equity accounted as a joint venture)

Meateor International

Meateor Foods Limited and Meateor Foods Australia Pty Limited (100 per cent held by Scales, consolidated)

Meateor NZ

Meateor Pet Foods Limited Partnership (50 per cent held by Scales, equity accounted as a joint venture)

MT

Metric Tonnes

N PAT

Net Profit After Tax

N PATA S

Net Profit After Tax Attributable to Shareholders

NZ IFRS

New Zealand equivalents to International Financial Reporting Standards

Profruit

Profruit (2006) Limited (100 per cent held by Scales, consolidated)

PVRs

Plant Variety Rights

ROCE

Return on Capital Employed, calculated as EBIT divided by average Capital Employed

RSE

Recognised Seasonal Employer

Shelby

Shelby JV LLC group of companies (60 per cent held by Scales, consolidated)

TCE

Tray Carton Equivalent, a measure of apple and pear weight, equal to 18.6kg packed weight which

equates to 18.0kg sale weight

TEU

A Twenty-foot Equivalent Unit is a unit of cargo capacity to describe container volumes

Underlying profit

measures (EBIT, EBITDA,

N PAT, N PATA S )

Non-GAAP profit measures that Directors and management use when discussing financial performance.

See page 7 for definition and pages 38-41 for reconciliation to GAAP (NZ IFRS) profit measures

Glossary

Glossary / 121

Annual Report - Year Ended 31 December 2024

Scales Corporation Limited
122 / Directory

Board of Directors
Mike Petersen (Chair)

Andrew Borland (Managing Director)

Tony Batterton

Miranda Burdon

Nick Harris

Alan Isaac

Nadine Tunley (resigned 31 August 2024)

Qi Xin (resigned 25 October 2024)

Audit and Risk Management Committee

Alan Isaac (Chair)

Nick Harris

Tony Batterton

Nominations and Remuneration Committee

Tony Batterton (Chair)

Mike Petersen

Finance and Treasury Committee

Tony Batterton (Chair)

Andrew Borland

Mike Petersen

Health & Safety and Sustainability Committee

Miranda Burdon (Chair)

Andrew Borland

Registered Office

52 Cashel Street

Christchurch 8013

New Zealand

Postal Address

PO Box 1590

Christchurch 8140

New Zealand

Telephone

+64 3 379 7720

Website

www.scalescorporation.co.nz

Auditor

Deloitte Limited

Level 4

151 Cambridge Terrace

Christchurch 8013

Bankers

ANZ Bank New Zealand Limited

Level 3

ANZ Centre

267 High Street

Christchurch 8011

Coöperatieve Rabobank U.A., New Zealand Branch

Level 4

32 Hood Street

Hamilton 3204

Westpac New Zealand Limited

Level 4

The Terrace

83 Cashel Street

Christchurch 8011

Solicitors

Anthony Harper

Level 9

Anthony Harper Tower

62 Worcester Boulevard

Christchurch 8013

Chapman Tripp

Level 34

P w C To w e r

15 Customs Street West

Auckland 1010

Corporate Advisor

Maher & Associates

17 Albert Street

Auckland 1010

Share Registry

Computershare Investor Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Directory

Directory / 123

Annual Report - Year Ended 31 December 2024

52 Cashel Street, Christchurch 8013, New Zealand
www.scalescorporation.co.nz

Scales Corporation Limited

Printed on 100% recycled paper

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.