2024 Annual Report
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
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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.