Foley Wines 2025 Full Year and Annual Report Published
Results announcement
Results for announcement to the market
Name of issuer Foley Wines Limited
Reporting Period 12 months to 30 June 2025
Previous Reporting Period 12 months to 30 June 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing operations $70,582 6.2%
Total Revenue $70,582 6.2%
Net profit/(loss) from continuing operations $(48) -104.8%
Total net profit/(loss) $(1,857) -54.5%
Interim/Final Dividend
Amount per Quoted Equity Security $ 0.02000000
Imputed amount per Quoted Equity Security $ 0.00777778
Record Date 10 October 2025
Dividend Payment Date 24 October 2025
Current period Prior comparable period
Net tangible assets per Quoted Equity
Security
$1.63 $1.65
A brief explanation of any of the figures
above necessary to enable the figures to be
understood
Other Key Metrics:
Operating Profit before revaluations and income tax
(“Operating Earnings”) $1,388 -66.4%
Operating Profit before interest, revaluations, income tax,
depreciation and amortisation (“Operating EBITDA”)
$12,628 -21.9%
This announcement should be read in conjunction with
the attached audited Annual Report 2025. A copy of the
Annual Report 2025 can also be found on the Foley
Wines Investor web site www.foleywines.co.nz.
Authority for this announcement
Name of person
authorised to make this
announcement
Jane Trought – CFO
Contact person for this announcement Mike Higgins – Interim CEO
Contact phone number +64 21 911 910
Contact email address mi
ke.higgins
@foleywines.co.nz
Date of release through MAP
28 August 2025
Audited financial statements accompany this announcement.
---
Distribution Notice
Section 1: Issuer information
Name of issuer Foley Wines Limited
Financial product name/description Ordinary Shares
NZX ticker code FWL
ISIN NZGRME0001S1
Type of distribution
Full Year X Quarterly
Half Year Special
DRP
applies
Record date 10 October 2025
Ex-Date 9 October 2025
Payment date 24 October 2025
Total monies associated with the distribution $1,314,722.96
Source of distribution Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution $0.02777778
Gross taxable amount $0.02777778
Total cash distribution $0.02000000
Excluded amount $N/A
Supplementary distribution amount $0.00000000
Section 3: Imputation credits and Resident Withholding Tax
Is the distribution imputed Fully imputed
If fully or partially imputed, please state
imputation rate as % applied
28%
Imputation tax credits per financial product $0.00777778
Resident Withholding Tax per financial
product
$0.00138889
Section 4: Distribution re-investment plan (not applicable)
Section 5: Authority for this announcement
Name of person
authorised to make this
announcement
Jane Trought - CFO
Contact person for this announcement Mike Higgins – Interim CEO
Contact phone number +64 21 911 910
Contact email address mike.higgins@foleywines.co.nz
Date of release through MAP
28 August 2025
---
ANNUAL REPORT
|
2025
made by land & hand
Contents
Foley Wines is a collection of iconic
wineries and brands from New Zealand’s
most acclaimed wine regions
Each with a unique story of New Zealand to
tell, our wineries and distillery are linked by a
common unrelenting purpose; to make great
wine that people love to drink around the world
– made by land & hand.
made by
land &
hand
Performance Overview 3
Chief Executive Officer (CEO) and Directors’ Report 5 – 22
Directors’ Responsibility Statement 23
Financial Statements
Income Statement 25
Statement of Comprehensive Income 26
Statement of Changes in Equity 27
Statement of Financial Position 28 – 29
Statement of Cash Flows 30
Notes to the Financial Statements 31 – 71
Independent Auditor’s Report 72 – 75
Corporate Governance Statement 76 – 84
Statutory Information 85 – 92
Company Directory 93
1
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Our Wineries
& Distillery
Martinborough Vineyard
Martinborough
Grove Mill
Wairau Valley, Marlborough
Te Kairanga
Martinborough
Vava s ou r
Awatere Valley, Marlborough
Lighthouse Gin
Martinborough
Mt Difficulty
Central Otago
The 2025 year was a challenging year for the Company and the wider New Zealand wine
industry. The Directors were pleased that it was a record year for case sales, which were
up 9% on last year, with export case sales up 14.6%. The wider market was down 7.1% for
packaged wine, which demonstrates that our premiumisation strategy and the Company’s
hard work on developing strong routes to market for our brands is delivering results.
BOTTLED SALES REVENUE
$ 66,375,000 (up 6%)
CASE SALES
610,000 (up 9%)
OPERATING EARNINGS
$ 1,388,000 (down 66.4%)
(LOSS) AFTER TAX
$ (1,857,000) (down 54.5%)
OPERATING EBITDA
1
$ 12,628,0 0 0 (dow n 21.9%)
Performance
Overview
1. To be read in conjunction with the Disclosure of Non-GAAP Financial Information on page 22.
23
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
On behalf of the Directors of Foley Wines Limited (FWL) we present the 2025 operating
results and annual report for the 12 months ended 30 June 2025.
OPERATING PERFORMANCE
The Company reports an operating profit before revaluations and income tax (“operating
earnings”) of $1,388,000 compared with $4,129,000 for the previous financial year.
The size of the 2024 vintage meant we had to be very strategic in terms of where we were
going to sell our wines and also focus on selling our premium products. The harvest totalled
6,404 tonnes, a decrease of 21% on the previous year’s harvest of 8,137 tonnes. The smaller
vintage provided the opportunity for the industry to get back in balance as there was still
a lot of 2023 vintage wine available to be sold, countered by declining demand due to the
challenging economic climate.
We maintained our focus on selling packaged wine through our established channels and
continued to assist retailers with additional promotional funding to keep the brands in the
forefront of consumers’ minds. Further, the Company invested in the Australian, UK and
Asian markets with various initiatives which lead to a significant increase in shipments to
these markets. This investment was a major factor in the increase in selling, marketing and
promotion expenses, however, this has meant the Company is already shipping the 2025
vintage to many markets and inventory is generally in balance.
Mike Higgins, Interim CEO
“ Our premiumisation
strateg y continues to deliver
strong sales results and we
are well poised for growth
as the market improves.”
CEO & DIRECTORS’ REPORT
Positioned for
growth.
5
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
Bottled Case Sales
BOTTLED CASE SALES (000’S) 12 MONTHS TO JUNE
JUNE ‘25JUNE ‘24% CHANGE
New Zealand
170177(4)%
UK/Europe
14 41338%
USA
115133(14)%
Australia
1038127%
Asia/Pacific
7334115%
Rest of World
5367%
TOTAL
6105619%
The Company continues to be prudent in managing administration costs even though we
again faced ongoing increases in insurance costs and have had to invest in significant
Advertising and Promotion contributions to our distribution partners to protect our volume
during challenging trading conditions.
Vineyard replacement costs this year of $543,000 reflected the decisions made previously to
redevelop our own vineyards to ensure we had varietals that consumers demand, and also
to be less reliant on third party supply in the future. The Company intends to complete two
further areas next year and then there will be a pause in this redevelopment.
Operating EBITDA for the period was $12.63m, down 22% on last year, which gives some
insight into how the business performed taking out the one-off accounting costs and high
interest rates.
As outlined every year, we are of the firm belief that operating earnings is the key metric
to demonstrate the progress the Company is making due to the complexity around the
accounting standards and fair value adjustments, particularly with harvested grapes. The
reasons are twofold. Firstly, this is how the Company budgets, determines pricing and
manages performance. Secondly, the fair value of grapes is a timing issue. A gain in the year
of harvest is reversed in the year of sale and, on the flip side, a loss in the year of harvest is
reversed in the year of sale.
This year the unrealised loss on harvested grapes of $1,317,000 was impacted by two factors.
Firstly, the lower yields in the Central Otago region due to an early frost event during the
growing season resulted in higher costs per tonne for grapes produced and a significant
loss on harvested grapes from this region. Secondly, due to the wine industry oversupply
situation created by the very large 2022 and 2023 harvests, the market price of grapes per
tonne decreased further. This resulted in a greater price variation between the market price
and the cost to produce the grapes, however the higher yields in Marlborough from the 2025
harvest partially offset the impact of this on the overall result.
67
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
CASHFLOW
Operating cash flow was $16,164,000 for the year, up from $4,340,000 the previous year.
This year’s cashflow was significantly influenced by a number of factors:
– Record case sales and resulting net revenue growth of 6% and reduced year-end inventory
levels.
– The timing of sales during the year returning to phasing more in line with prior years, the
prior year having higher sales in the last quarter than normal, resulting in higher trade
receivables at year-end.
– Higher marketing costs to fund promotions to move through inventory and drive market
growth.
– Reduced tax paid.
– Lower interest costs due to reduced borrowing and careful cashflow management.
Capital expenditure was $3,541,000 for the year compared with $5,770,000 the previous
year. The major expenditure during the year was an upgrade of the hot water system at the
Mt Difficulty winery, replacement tractors at Grove Mill and Vavasour, and a replacement
nitrogen generator at Grove Mill winery. We also continued our investment in vineyard
productivity with further replants in under-performing vineyards. The balance of the capital
expenditure was operating capital expenditure.
Capital expenditure for the year ahead is budgeted at approximately $4.5m which is in line
with the average of the past two years, and less than our depreciation expense. The majority
of this expenditure is focused on developing vineyards and frost protection in Central Otago
and an urgent upgrade of the Vavasour winery wastewater treatment plant.
During the current year the Company was required under the Accounting Standards to
obtain Independent Valuations of the Property Portfolio across all three regions. The assets
are valued at fair value. Fair value is the amount for which the assets could have been
exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in
an arm’s length transaction, as at the valuation date. Due to the challenges currently faced
by the wine industry, significant declines in the values of developed vineyards, particularly
in Marlborough, has been determined. The Valuer also determined that the Te Kairanga
site, including The Runholder building and barrel hall, whilst agreeing that the cost of
replacement of this building was at or above the cost incurred by the Company, the fair
value was significantly below this level in the current economic environment. As a result, a
decrease in value (revaluation decrement) resulted on this asset. This decrease was required
to be recognised as an expense in the profit and loss. This property makes up a substantial
portion of the $4,607,000 revaluation expense for the year.
Changes to tax legislation which has removed the ability to claim tax depreciation on
commercial buildings resulted in a one-off deferred tax expense of $4,548,000 in the
prior year.
The (Loss) for the period net of tax attributable for the Shareholders was $(1,857,000), down
54.5% compared with $(4,081,000) the previous year.
The case sales performance in the current year is a record performance for the Company, and
when compared with the export data from Statistics New Zealand, is strong. As mentioned
earlier, total packaged wine from New Zealand was down 7.1%, whereas the Company was
up 9%.
The focus and investment in Asian markets has delivered material growth, with the
Company’s case sales up 115%. We expect these markets to grow in the future with a focus
on our higher end premium wines. In China, the Company experienced strong growth,
as wine consumption evolves and our distribution partnerships solidified. Case sales to
Australia were up 27%, versus the total market being down 7%. It was also pleasing to see
strong sales in the UK and Europe where we outpaced the market.
Once again our brands held up relatively well in New Zealand against a backdrop of a weak
retail sector and consumers being extremely conscious about any discretionary expenditure.
89
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
BRAND HOMES
The Company has completed its second year of trading at its Martinborough hospitality
venue, The Runholder. The premium facility boasts a raft of elevated customer experiences
including a top class restaurant, tasting room, cellar door, viewing terrace, private dining
room and distillery. These exceptional spaces provide the perfect backdrop for sharing the
brand stories of Martinborough Vineyard, Te Kairanga and Lighthouse Gin with guests.
Nearly 50,000 patrons have dined at The Runholder restaurant since opening, with average
spend increasing 19% during this time. An ongoing programme of events at The Runholder
showcase our brand and cuisine offerings, and build the profile of our people. Weddings and
functions will become a greater share of business in the coming year, with nine weddings
booked for the 2025/2026 summer.
The Runholder restaurant has been included in the 2025 Cuisine Good Food Guide, the
publications pick of the nation’s top restaurant and must-visit dining destinations. This is a
testament to the exceptional experience guests receive at The Runholder.
The unique and memorable destinations of the Mt Difficulty Restaurant and Cellar Door
and The Runholder now both enjoy Gold Qualmark accreditation. This signifies that our
venues are best-in-class, sustainable business, delivering exceptional customer experiences
and lead the way in sustainable tourism.
The Foley Wine Club, our online cellar door, continues to grow and offers an exceptional
platform for showcasing library and hard to find wines. As well as driving awareness and
trial of our brands, the Foley Rewards programme that sits within the Foley Wine Club, also
generates loyalty. The Shareholder Store, which makes available our portfolio of brands at
special VIP prices, continues to be a popular online destination.
THE RUNHOLDER, MARTINBOROUGH
11
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
QUALITY
The Company received a swathe of excellent quality endorsements from some of the world’s
most esteemed and influential industry competitions and commentators. Highlights from
the year included:
– Double Gold for Grove Mill Pinot Gris 2024 and Roaring Meg Sauvignon Blanc
2024 and Golds for an additional nine wines at The New Zealand International Wine
Show 2024
– Five Golds at The National Wine Awards of Aotearoa 2024
– Five Golds at The Marlborough Wine Show 2024
– 18 wines awarded 90+ Point scores by James Suckling including 95 Points for
Mt Difficulty Bannockburn Pinot Noir 2023 and 95 Points for Vavasour Papa
Chardonnay 2022
– Six wines awarded 90+ Points by Bob Campbell including 95 Points for Mt Difficulty
Ghost Town Syrah 2022
Further, our wines were selected to be served to guests aboard the world’s most discerning
airlines in the past 12 months:
– Vavasour Papa Sauvignon Blanc served aboard Air New Zealand Business Class
– Vavasour Papa Pinot Noir served aboard Air New Zealand Business Class
– Grove Mill Sauvignon Blanc served aboard Air New Zealand Business Class
– Goldwater Reserve Sauvignon Blanc served aboard BA Business Class
13
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
TOAST MARTINBOROUGH
Toast Martinborough was held on 19 January 2025, coinciding with Wellington Anniversary.
Festival goers made a long weekend of it and fully immersed themselves in the wine,
food and VIP experiences running across the weekend. The festival attracted over 3,500
patrons who experienced the best of the Martinborough wine industry, visiting individual
wineries of Martinborough with different wine, food and live music at each site, along the
picturesque Puruatanga Road where participating wineries are located. After considering
feedback received, Toast Martinborough will revert to its traditional date of mid-November
in 2026. Foley Wines will host a more intimate, elevated ‘Mini Toast’ event at the Runholder
in November 2025, welcoming guests and boutique wineries at our signature venue.
CUSTOMERS SEEKING OUT THE VALUE OF FOLEY WINES’
UNIQUE PROPOSITION
The Company describes its unique ability to deliver value through its portfolio of high quality
brands from three acclaimed regions. The past year has continued to prove the value of this
‘one stop’ solution for customers, with an increasing number of customers seeking out the
business to supply an assortment of products across price points and regions, resulting in
long term mutually beneficial relationships in key markets.
14
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
2025 HARVEST
The harvest totalled 8,638 tonnes across the Grove Mill and Vavasour wineries in
Marlborough, Te Kairanga and Martinborough Vineyard wineries in Martinborough and
Mt Difficulty winery in Central Otago, an overall increase of 35% on last year’s harvest of
6,404 tonnes and an increase of 6% on the 2023 harvest of 8,137 tonnes.
In Marlborough, the Company completed its largest harvest on record of 6,864 tonnes.
Sauvignon Blanc yields across the region were well above average due to a warm dry spring
and excellent growing conditions. Central Otago experienced disruptive weather and an
early frost during the growing season resulting in a region-wide reduction in yield for the
2024/2025 growing season. The winemakers are delighted with the quality of the fruit and
are looking forward to producing world class wines from this vintage. This increase in
tonnage is reflected in the reduced fair value loss of $1,317,000 discussed earlier.
16
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
SUSTAINABILITY
As consumer preferences continue to favour environmental sustainability, it is the ongoing
view of the Company that acting sustainably is imperative. Tangible, sustainability practices
underpin our operations and go beyond the Sustainable Winegrowing New Zealand
accreditation held by each of our wineries. From vineyard to packaging, our practices
strive to improve our environmental footprint. Transitioning nearly three quarters of our
finished packaged wine to the ‘super lightweight’ bottle has reduced our total glass use and
carbon footprint associated with transport and shipping. Utilising sugarcane labels on some
products, irrigating vineyards and native planting with winery wastewater and restoring
local wetlands are just some of the initiatives undertaken.
Further, a solar expansion programme was completed at the Company’s Grove Mill winery in
partnership with Meridian, installing an additional 140 kWp solar photovoltaic (PV) system
in March to May 2025, bringing the total at that site to 218 kWp. This enables the Grove Mill
site, including the bottling line, to be powered entirety by solar when generation is at its peak.
The Company is currently exploring more solar options for its other winery sites.
The Company is a strategic partner of Meridian and recently joined Meridian’s Certified
Renewable Energy programme. This is a credible alternative to carbon offsetting whereby
all energy supplied by Meridian to the Company is from 100% renewable energy sources
– wind, water and sun. This move further demonstrates our ongoing commitment to
environmental sustainability.
The Group is not required to prepare separate Climate Related Disclosures in the current
year as it does meet the criteria for this. The unaudited Group’s GHG emissions data for
Direct GHG emissions (Scope 1 – emissions from sources that are owned or controlled by
the company) and Indirect GHG emissions (Scope 2 – emissions from the consumption of
purchased electricity) for the year ended 30 June 2025, measured in tonnes of CO2 equivalent
(tCO2e) was Scope 1 - 580 and Scope 2 - 120 (2024: Scope 1 - 601 and Scope 2 - 264). The
emissions factors used in the GHG Inventory calculations were sourced from New Zealand
Government’s Ministry for the Environment (MfE) data released in June 2025 (MfE 2025).
This is prior to offsets. As noted above the Scope 2 emissions have been offset in full this
year through the Meridian CER programme.
Recycled
New Zealand
Glass
Industry-
Leading Water
Conservation
Ongoing
Packaging
Improvements
Restoring
Local
Habitats
Powered with
the help of
Solar Energy
Part of
the
Landscape
19
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
PR Brock
Board Chair
MS Higgins
Interim CEO
DIVIDEND
The Directors are pleased to advise that after considering the underlying operational
performance and strong distribution channels, they have resolved that a final dividend of
2cps fully imputed will be paid for the year ended 30 June 2025. The Directors still believe
given the tough economic conditions, that continued focus needs to be on reducing debt over
the next 12 months. The policy of the Board is to evaluate present and projected cash flows,
sustainable operating earnings and, if prudent, to declare a dividend subject to current and
future capital and acquisition expenditure requirements.
MARK TURNBULL
As announced in February 2025, Mark Turnbull resigned from the position of CEO after
thirteen years with the Company, effective 30 April 2025.
Mark lead the Company during an extremely difficult period for the New Zealand and
global economy and a period of significant challenges for the NZ Wine Industry locally
and globally. The Directors thank Mark for his significant contribution to the Company’s
success during his time, acknowledging that under his leadership the Company had made
significant progress in achieving its ambition to be New Zealand’s most revered wine group.
Mark has left the Company in a strong position to navigate the continuing challenges facing
the New Zealand Wine Industry and we thank him for this and wish him all the best for the
future.
OUTLOOK
The Directors believe that the Company has made considerable progress during a period of
great uncertainty within the economic environment. Our premiumisation strategy continues
to deliver strong sales results and we are well poised for growth as the market improves.
Trading conditions both domestically and internationally remain challenging. It is very
apparent that there is still a global oversupply of wine, coupled with a higher cost of goods
and high interest rates which compound the situation.
The Company has worked hard to produce exceptional wines that people love to drink
around the world and has built strong distribution channels for its brands which has been
evident through record case sales over the past 12 months. The Company has significant
confidence in its business model and the team it has built. The Company is in a good position
to sell through the 2025 vintage in a timely manner and hopefully with a normal vintage in
2026, and improved market conditions, will be in a much-improved position for the future.
Finally, the Directors wish to thank the team for the outstanding job done over the past year
against a very challenging trading environment and the back drop of geopolitical uncertainty.
For and on behalf of the Board of Directors and Management
2021
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
For the year ended 30 June 2025
The Directors are responsible for the preparation, in accordance with New Zealand law
and generally accepted accounting practice, of financial statements which fairly present the
financial position of Foley Wines Limited and Group as at 30 June 2025 and the results of
their operations and cash flows for the year ended 30 June 2025.
The Directors consider that the financial statements of the Group have been prepared
using accounting policies appropriate to the Group circumstances, consistently applied and
supported by reasonable and prudent judgements and estimates, and that all applicable New
Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) and IFRS Accounting
Standards (‘IFRS’) as issued by the International Accounting Standards Board, have been
followed.
The Directors have responsibility for ensuring that proper accounting records have been
kept which enable, with reasonable accuracy, the determination of the financial position of
the Company and Group and enable them to ensure that the financial statements comply
with the Financial Markets Conduct Act 2013 and Financial Reporting Act 2013.
The Directors have responsibility for the maintenance of a system of internal control designed
to provide reasonable assurance as to the integrity and reliability of financial reporting.
The Directors consider that adequate steps have been taken to safeguard the assets of the
Company and Group and to prevent and detect fraud and other irregularities.
The Directors are pleased to present the financial statements of Foley Wines Limited and
Group for the year ended 30 June 2025.
This annual report is dated 28 August 2025 and is signed in accordance with a resolution of
the Directors made that day pursuant to section 211(1)(k) of the Companies Act 1993.
For and on behalf of the Directors
PR Brock
Board Chair
Directors’ Responsibility
Statement
The Operating EBIT and Operating EBITDA are derived from the NZ-GAAP financial statements as follows:
GroupGroup
20252024
$’000$’000
Operating Profit before interest, impairment, revaluations & income tax
4,9508,766
Impairment of inventory
37(71)
Interest on lease liabilities through cost of sales (note 13.1)
4 61495
Operating EBIT (earnings before interest and tax)
5,4489,19 0
Depreciation
5,8685,6 01
Amortisation
1, 3121,385
Operating EBITDA (earnings before interest, tax,
depreciation, amortisation and impairment)
12 ,62816 ,176
The Directors believe that the Operating EBITDA gives some insight into how the business performed taking out the one-off
accounting costs and high interest rates.
For the year ended 30 June 2025
Disclosure of Non-GAAP
Financial Information
GR Graham
Audit and Risk Committee Chair
23
FOLEY WINES LIMITED | ANNUAL REPORT 2025
22
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT
GroupGroup
20252024
Notes$’000$’000
Total Revenue 370,58266,449
Expenses
Cost of sales(48,778)(4 3 , 0 61)
Selling, marketing and promotion expenses(9, 254)(8,593)
Administration and corporate governance expenses(5,037)(4,750)
Vineyard replacement losses(543)(1,279)
Other expenses3(2,020)–
Expenses excluding interest
(65,632)(57,683)
Operating Profit before interest, impairment,
revaluations & income tax4,9508,766
Interest revenue4361
Interest expense4(3,642)(4,627)
Net finance costs
(3,599)(4,566)
Operating Profit before impairment, revaluations &
income tax1,3514,200
Impairment
Reversal of Impairment/(Impairment) of inventory2.2 (c), 17
37(71)
Operating Profit before revaluations & income tax1,3884 ,12 9
Revaluation gains and losses
Unrealised gain in fair value of financial assets/liabilities 23(k)18400
Unrealised (loss) on harvested grapes20(1, 317 )(3,458)
Realised reversal of loss/(gain) on harvested grapes2,132(466)
Revaluation of property, plant and equipment2. 3.8, 19(4,607)–
Gain on purchase29
–96
(Loss)/Profit before income tax(2,386)701
Income tax benefit/(expense)5.1
529(234)
Income tax (expense) – change in depreciation on buildings5.1
–(4,548)
(Loss) for the year net of tax, attributable to
Shareholders of the Parent Company
(1,857 )(4 ,0 81)
Basic (Loss) per share cps (after tax)6(2.83)(6 . 21)
Diluted (Loss) per share cps (after tax)6(2.83)(6 . 21)
Income
Statement
For the year ended 30 June 2025
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 31 to 71.
Financial
Statements
25
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Statement of
Changes in Equity
For the year ended 30 June 2025
Fully PaidAsset
OrdinaryRevaluationRetained
SharesReserveEarningTotal
GroupNotes$’000$’000$’000$’000
Equity at 1 July 2024
86 , 51829, 7162 7,19 3143, 427
(Loss) for the year
––(1,857 )(1,857 )
Other comprehensive income for the year net of tax9
–429–429
Transfer from Asset Revaluation Reserve to Retained
Earnings10
–(264)264–
Total comprehensive (expense)/income
for the year
–16 5(1, 593)(1, 428)
(Subtracted)/Added to equity during
the year
–16 5(1, 593)(1, 428)
Equity at 30 June 2025
86 , 51829,88125,600141,999
Dividends paid per share cps7
Fully PaidAsset
OrdinaryRevaluationRetained
SharesReserveEarningTotal
GroupNotes$’000$’000$’000$’000
Equity at 1 July 2023
86 , 51829,88831,10 214 7, 5 0 8
(Loss) for the year
––(4 ,0 81)(4 ,0 81)
Other comprehensive income for the year net of tax9
––––
Transfer from Asset Revaluation Reserve to Retained
Earnings10
–(172)172–
Total comprehensive (expense)/income
for the year
–(172)(3,909)(4 ,0 81)
(Subtracted)/Added to equity during
the year
–(172)(3,909)(4 ,0 81)
Equity at 30 June 2024
86 , 51829, 7162 7,19 3143, 427
Dividends paid per share cps7
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 31 to 71.
GroupGroup
20252024
Notes$’000$’000
(Loss) for the year
3(1,857 )(4 ,0 81)
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Revaluation of property, plant and equipment
2.3.8, 937–
Income tax on items taken directly to or transferred from equity
5.2392–
Other comprehensive income for the year, net of tax
429–
Total comprehensive (expense)/income for the year,
net of tax
(1,428)(4 ,0 81)
Statement of
Comprehensive Income
For the year ended 30 June 2025
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 31 to 71.
2627
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Statement of
Financial Position
(continued)
As at 30 June 2025
GroupGroup
20252024
Notes$’000$’000
CURRENT LIABILITIES
Trade and other payables118 , 2217,15 4
Loans and borrowings1263250
Lease liabilities13. 21,3011,238
Convertible notes1410,90 010,90 0
Other financial liabilities15310270
21, 36 419, 612
NON-CURRENT LIABILITIES
Loans and borrowings1239,98851,895
Lease liabilities13. 211 , 3 8 512,8 4 3
Other financial liabilities15–57
Deferred tax liabilities5.416,08417, 9 4 2
6 7, 4 5 782,737
TOTAL LIABILITIES88,821102,349
EQUITY
Share capital886 , 51886 , 518
Reserves929,88129, 716
Retained earnings1025,6002 7,19 3
TOTAL EQUITY141,999143, 427
TOTAL LIABILITIES AND EQUITY230,820245,776
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 31 to 71.
Statement of
Financial Position
As at 30 June 2025
GroupGroup
20252024
Notes$’000$’000
CURRENT ASSETS
Cash and cash equivalents
584101
Trade and other receivables
169, 4 4314 ,603
Inventories
1749,14250,423
Biological work in progress
18 & 201,8031,90 0
Prepaid expenses
392380
Current tax assets
5.3345170
61, 70 96 7, 5 7 7
NON-CURRENT ASSETS
Property, plant and equipment
19122,77913 0 ,101
Right-of-use assets
13.110,52812 ,174
Intangible assets
2135,12535,125
Other financial assets
151–
Other receivables
16678799
16 9,111178,199
TOTAL ASSETS
230,820245,776
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 31 to 71.
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FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial
Statements
Statement of
Cash Flows
For the year ended 30 June 2025
GroupGroup
20252024
Notes$’000$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from (applied to)
Receipts from customers80,29070,299
Interest received1328
Payments to suppliers and employees(59,846)(58,103)
Interest and other costs of finance paid(3,181)(4,627)
Income tax paid(1 ,112 )(3,257)
Net cash flow from operating activities2216 ,16 44,340
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was obtained from (applied to)
Sale of property, plant and equipment9552
Purchase of property, plant and equipment(3 , 5 41)(5,770)
Grower and other loans repaid151150
Cash acquired through business combination29–81
Net cash flow (applied to) investing activities(3,295)(5,487)
CASH FLOW FROM FINANCING ACTIVITIES
Cash was provided from (applied to)
Loans advanced22 (b)4 7, 5 0 025,000
Loans repaid22 (b)(58,825)(17, 8 6 2 )
Lease liabilities repaid22 (c)(1, 0 61)(1,179)
Net cash flow (applied to)/from financing activities(12, 386)5,959
Net increase in cash held4834 ,812
Cash and cash equivalents/(Bank overdraft) at beginning of year101( 4 , 7 11)
Cash and cash equivalents at end of year584101
Comprising: Cash and cash equivalents584101
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 31 to 71.
30
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.2 BASIS FOR PREPARATION (CONTINUED)
Judgements, Estimates and Assumptions and Material Accounting Policy Information
(Continued)
The significant areas of estimation and assumptions made in the preparation of these financial statements are as follows:
(a) Fair Value of Land, Land Improvements and Buildings
The fair value of land, land improvements (vineyards) and buildings is determined by an independent valuer. The fair value of
land, vineyards, including bearer plants (grape vines) and other vineyard infrastructure, and buildings were determined under
the principle of highest and best use at balance date. Fair value is the amount for which the assets could have been exchanged
between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation
date. Fair value is determined by direct reference to recent market transactions on arm’s length terms for vineyards comparable
in size, location and varietal mix to those held by the Group. The fair value of land takes into consideration the access to water
at each site. To determine the fair value the independent valuer uses valuation techniques which are inherently subjective and
involve estimation. The Directors consider that market data exists to support this basis of valuation. Refer to note 19.
(b) Fair Value of Grapes at the Point of Harvest
The fair value of grapes at the point of harvest is determined by reference to market prices for each variety of grape grown
in the local area at the time of harvest. The Directors’ assessment of the fair value at the point of harvest is determined after
reviewing the market price paid to independent grape growers including reference to New Zealand Winegrowers annual
Grape Price Data. Refer to note 20. The fair value of grapes is sensitive to changes in the market. These changes are factored
into the market price determined by New Zealand Winegrowers. The carrying value of grapes is unlikely to be significantly
impacted by market movements in next 12 months as these grapes will be used in production of wine.
(c) Impairment of Assets other than Goodwill and Indefinite Life Intangibles
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the
particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.
In relation to inventories the net realisable value, represents the estimated selling price in the ordinary course of business,
less estimated costs of completion and estimated costs to be incurred in the marketing, selling and distribution. Following this
review of net realisable value and a comparison of this to the cost of inventories a reversal of an impairment of inventory of
$37,000 for the Group has been recorded in the current year (2024: impairment of $71,000). Refer to note 17.
(d) Impairment of Goodwill and Indefinite Life Intangibles
The Group determines at least annually whether goodwill and indefinite life intangible assets are impaired. This requires an
estimation of the recoverable amount of the cash generating units to which the goodwill and intangible assets were allocated.
The calculation of the recoverable amount of the cash generating unit involves assumptions to be made in terms of the timing
and extent of net cash flows expected to arise from the cash generating unit and the selection of an appropriate discount rate
in order to determine the present value. The Group has determined that in the current year there is only one cash generating
unit for the whole business and the value of the goodwill and intangible assets was supported by value-in-use calculations.
These calculations required the use of estimates. These estimates are set out in note 21.
1. REPORTING ENTITY
Foley Wines Limited (“the Company”, “the Parent”) is a company domiciled in New Zealand, registered under the Companies
Act 1993 and listed on the NZX Main Board (NZSX) of the New Zealand Stock Exchange (“NZX”). The Company is an FMC
reporting entity in terms of the Financial Markets Conduct Act 2013.
The Company is an integrated wine company producing table wines with the marketing and sales of premium wines in New
Zealand and various export markets.
The Company is 52.80% (2024: 52.80%) owned by Foley Holdings New Zealand Limited, which in turn is owned 80.47%
by FFW Opco, LLC., a company domiciled in the United States of America.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
The financial statements of Foley Wines Limited (“the Company”, “the Parent”) and its subsidiaries and controlled entities
(together referred to as “the Group”) have been prepared in accordance with generally accepted accounting practice in
New Zealand (“NZ GAAP”). The Company is a profit-oriented company incorporated in New Zealand with its registered
office at 13 Waihopai Valley Road, RD6, Blenheim 7276, New Zealand.
2.1 STATEMENT OF COMPLIANCE
The Company is a reporting entity for the purpose of the Financial Markets Conduct Act 2013 and its financial statements
comply with that Act.
These financial statements comply with the New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) and IFRS
Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board, and other applicable financial
reporting standards as appropriate for profit-oriented entities.
The financial statements were authorised for issue by the Directors on 28 August 2025.
2.2 BASIS FOR PREPARATION
The financial statements have been prepared on the historical cost basis except for land and buildings, land improvements
including biological bearer plants (refer note 2.2(a)), inventory produced from estate grown grapes at the point of harvest
(refer note 2.2(b)) and derivative financial instruments each of which have been measured at fair value. The reporting currency
is New Zealand dollars and all values are rounded to the nearest thousand dollars ($’000), unless otherwise stated.
Judgements, Estimates and Assumptions and Material Accounting Policy Information
In the application of NZ IFRS the Directors are required to make judgements, estimates and assumptions about carrying values
of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of
which form the basis of making the judgements. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
Notes to the
Financial Statements
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FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.1 REVENUE RECOGNITION (CONTINUED)
(b) Interest revenue
Revenue is recognised as the interest accrues (using the effective interest method which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial
asset).
2.3.2 IMPAIRMENT OF ASSETS OTHER THAN GOODWILL AND INDEFINITE LIFE
INTANGIBLES
At each reporting date, the Group reviews the carrying value of its tangible and intangible assets and assesses whether there
is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing
for an asset is required, the Group makes a formal assessment of recoverable amount. Where the carrying amount of an
asset or cash generating unit exceeds its recoverable amount the asset is considered to be impaired and is written down to its
recoverable amount.
Impairment losses relating to property, plant and equipment are recognised in the current period profit or loss, unless the
relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease only to the extent
that there are sufficient previous reserves.
The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. In determining the
expected credit losses for these assets, the Company has taken into account the historical default experience, the financial
position of the counterparties and considered various external sources of actual and forecast economic information, as
appropriate, in estimating the probability of default of each of these financial assets occurring, as well as the loss upon
default in each case.
2.3.3 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, cash at bank and investments on call or in short-term deposits with an
initial maturity of three months or less.
2.3.4 TRADE AND OTHER RECEIVABLES
Trade receivables are recognised initially at fair value and subsequent to initial recognition are carried at amortised cost less
impairment. Bad debts are written off during the year in which they are identified.
Other receivables are initially recognised at fair value of the consideration received or receivable.
2.3.5 INVENTORIES
All inventories are valued at the lower of cost or deemed cost and net realisable value. Cost is calculated on an average cost
basis. Inventory costs include a systematic allocation of appropriate production overheads that relate to putting inventories
in their present location and condition but exclude borrowing costs. The allocation of production overheads is based on the
normal capacity of the production facilities. The deemed cost for the Group’s agricultural produce (grapes) is fair value at
harvest date less estimated point-of-sale costs in accordance with NZ IAS 41 ‘Agriculture’.
Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion
and estimated costs to be incurred in the marketing, selling and distribution.
2. SUUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.2 BASIS FOR PREPARATION (CONTINUED)
Judgements, Estimates and Assumptions and Material Accounting Policy Information
(Continued)
The significant areas of critical judgements made in the preparation of these financial statements are as follows::
(a) Lease Accounting
The Group has entered into long-term vineyard leases which allow the Group to control the growing and harvesting of the
grapes used in the production of finished product.
Significant estimates and judgements that have been required for the application of NZ IFRS 16 Leases are:
• The determination of whether an arrangement contains a lease;
• The determination of lease term for some lease contracts in which the Group is a lessee that include renewal options and
termination options, and the determination whether the Group is reasonably certain to exercise such option;
• The determination of the incremental borrowing rate used to measure lease liabilities;
• The determination of the expected cost to dismantle and remove lease improvements at end of the lease.
Refer to note 13.
The Directors continually review all accounting policies and areas of judgement in presenting the financial statements.
Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the
concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is
reported. A summary of material accounting policy information is disclosed in section 2.3.
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
The following material accounting policies have been adopted in the preparation and presentation of the financial statements:
2.3.1 REVENUE RECOGNITION
Revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the vendor expects to be entitled in exchange for those goods or services.
The following specific recognition criteria must also be met before revenue is recognised:
(a) Sale of goods
Revenue is measured based on the consideration to which the Group expects to be entitled 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. Control is considered transferred to the buyer at the time of delivery of the goods to the customer or at
the free on board (FOB) port/delivery point or as otherwise contractually determined. Delivery occurs when the goods have
been shipped to the customer’s specific location. For sales of goods to retail customers, transfer is at the point the customer
purchases the goods at the retail outlet. Payment of the transaction price, which may be reduced by the customer opting
to redeem accrued Foley Reward Points towards the purchase, is due immediately at the point the customer purchases the
goods. Foley Reward Points are earned on purchases through the Foley Wine Club online store and on case purchases from
the Company cellar doors.
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FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.8 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
All other items of property, plant and equipment are recorded on the cost basis less accumulated depreciation and impairment
losses.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. Resulting impairment losses are recognised as an expense in profit
or loss.
All items of property, plant and equipment other than land, are depreciated on a straight line basis at rates which will write off
their cost or revalued amount less estimated residual value over their expected useful lives.
The estimated useful lives, residual values and depreciation methods are reviewed at the end of each annual reporting period.
The estimated useful lives of major classes of assets are as follows:
Buildings 10 – 50 years
Land improvements and bearer plants (grape vines) 5 – 50 years
Plant, equipment and vehicles 1 – 20 years
Buildings under construction are not depreciated until completed.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.
2.3.9 INTANGIBLE ASSETS OTHER THAN GOODWILL
Purchased identifiable intangible assets, comprising trademarks, are shown at cost less any accumulated impairment losses.
Trademarks have been assessed as having an indefinite life, since the Company has the rights to the brand while it is registered
and has no intention of relinquishing those rights. Trademarks are not amortised but are subject to annual impairment testing
whereby the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount
is lower than the carrying amount.
Intangible assets acquired in a business combination and recognised separately from goodwill, such as brands acquired, are
initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.
Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal
proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
2.3.10 LOANS AND BORROWINGS
Borrowings are initially recorded at fair value of the consideration received, net of issue costs directly associated with the
borrowing. After initial recognition, borrowings are subsequently measured at amortised cost, which present values the
borrowing using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs, and
any discount or premium on issuance.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.6 LEASES
All leases are accounted for by recognising a right-of-use asset and a lease liability except for Leases of low value assets; and
Leases with a term of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the Group’s incremental borrowing rate on commencement of the lease.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the
remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease
term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or
rate or when there is a change in the assessment of the term of any lease.
2.3.7 AGRICULTURE (BIOLOGICAL ASSET PRODUCE AND BIOLOGICAL WORK IN
PROGRESS)
Agriculture comprises agricultural produce (harvested grapes) from bearer plants (grape vines).
All costs incurred in deriving produce from the current year’s harvest or maintaining agricultural assets (bearer plants) are
capitalised and treated as part of the cost of inventory. Costs incurred in deriving produce from a future harvest are capitalised
and treated as Biological work in progress in the Statement of Financial Position.
The fair value of harvested grapes (agricultural produce or “consumable biological asset”) less estimated point-of-sale costs
is recognised in profit or loss as gain/loss on harvested grapes in the period of harvest. The fair value of grapes is determined
by reference to market prices for grapes in the local area, at the time of harvest. This becomes the deemed “cost” for inventory
valuation purposes.
2.3.8 PROPERTY, PLANT AND EQUIPMENT
Land, land improvements (vineyards), including bearer plants (grapes vines) and other vineyard infrastructure, and buildings
(excluding buildings under construction) are valued at fair value less accumulated depreciation. Land is not depreciated. Fair
value is determined on the basis of an independent valuation prepared by external valuation experts. The fair values are
recognised in the financial statements and are reviewed at the end of each reporting period to ensure that the carrying value
is not materially different from their fair value. Fair value is determined by reference to market-based evidence, which is the
amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller
in an arm’s length transaction as at the valuation date. Any subsequent acquisitions since the last revaluation are recorded at
cost less accumulated depreciation and impairment losses.
Land improvements include all costs incurred in developing vineyards including direct material (including grapes vines), direct
labour and an allocation of overhead and financing cost. These are not depreciated until the integrated vineyard asset
reaches full commercial production which is typically two to three years after planting.
Revaluation increases are taken directly to the revaluation reserve except to the extent that they reverse a previous revaluation
decrease of the same asset that was recognised as an expense in profit or loss, in which case the increase is credited to profit
or loss to the extent of the decrease previously charged.
Decreases in value are debited directly to the revaluation reserve to the extent that they reverse previous surpluses of the same
asset and are otherwise recognised as expenses in profit or loss.
3637
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.15 SEGMENT REPORTING
NZ IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that
are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segment and to
assess its performance. The CODM is considered to be the Board of Directors and has established that the Group operates
in one segment (refer note 26).
2.3.16 BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred
by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the
Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held
interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a purchase gain.
2.3.17 GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see
2.3.16 above) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-
generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when
there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit 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 in the consolidated income statement. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
2.3.18 CHANGES IN ACCOUNTING POLICIES
There have been no changes in accounting policies during the year except as noted in 2.3.18.1 below.
2.3.18 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS
2.3.18.1 Standards and interpretations effective in the current year
The following Standards and Amendments to NZ IFRS, which are relevant to the Group’s financial statements, and became
effective mandatorily for the annual periods beginning on or after 1 January 2024, were adopted by the Group from 1 July
2024. The adoption of these have not and will not lead to any change in the Group’s accounting policies with measurement
or recognition impact on the period presented in these financial statements:
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.11 FOREIGN CURRENCIES
In preparing the financial statements of each individual group entity, all transactions denominated in a currency other than the
entity’s functional currency (foreign currencies) occurring during the financial year are translated into the functional currency
using the exchange rate in effect at the date of the transaction. Monetary items receivable or payable in a foreign currency
are translated at the exchange rate existing at balance date. Foreign exchange gains or losses resulting from the settlement of
transactions and from the translation at balance date are recognised in profit or loss in the period in which they arise.
2.3.12 INCOME TAX
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit
or loss for the year. It is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the
reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or
refundable) at the reporting date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax base of those items. Deferred tax assets
are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not
recognised if the temporary differences giving rise to them arise from the initial recognition of assets or liabilities which affects
neither taxable income nor accounting profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and
liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by reporting date.
Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or
debited directly to equity or in other comprehensive income, in which case the deferred tax or current tax is also recognised
directly in equity or in other comprehensive income.
2.3.13 GOODS AND SERVICES TAX
Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except for
receivables and payables which are recognised inclusive of GST, where invoiced.
Cash flows are included in the statement of cash flows on a gross basis (including GST).
2.3.14 DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments including forward exchange contracts, option contracts and interest rate
swaps for the primary purpose of reducing its exposure to fluctuations in foreign currency exchange rates and interest
rates. The Group has not adopted hedge accounting during the year. All derivative financial instruments are measured at
fair value and changes in their fair value are recognised immediately in profit or loss (FVTPL). The fair value of forward
exchange contracts, foreign exchange option contracts and interest rate swaps are determined with reference to the quoted
market prices.
3839
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.18 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS (CONTINUED)
2.3.18.2 Standards and interpretations effective in future periods (Continued)
• NZ IFRS 18 Presentation and Disclosure in Financial Statements – will supersede NZ IAS 1 Presentation of Financial
Statements and is intended to improve comparability and transparency in the presentation of financial statements –
mandatory for annual periods beginning on or after 1 January 2027.
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to NZ IFRS 10 and
NZ IAS 28) – mandatory for annual periods beginning on or after 1 January 2028.
The Group’s management have completed an initial assessment of the new standards and do not expect the adoption of these
standards to have a material financial impact on the financial statements of the Group but may affect disclosure.
Management will work through a full analysis of each standard and will provide further information on the expected impact
of adoption of these standards in future reports ahead of their effective dates. The Group does not expect to adopt these
standards before their effective date.
2.4 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Company - has the 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 affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control listed above.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated Income
Statement and Statement of Comprehensive Income from the effective date of acquisition and up to the effective date of
disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.18 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS (CONTINUED)
2.3.18.1 Standards and interpretations effective in the current year (Continued)
• Disclosure of Fees for Audit Firms’ Services (Amendments to FRS-44) – requires greater disaggregation of the fees paid
to the audit firm for different types of services – mandatory for annual periods beginning on or after 1 January 2024.
• Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1) – To clarify the classification of debt and
other liabilities with an uncertain settlement date in the statement of financial position, including the settlement of debt by
converting to equity – mandatory for annual periods beginning on or after 1 January 2024.
• Liability in a Sale and Leaseback (Amendments to NZ IFRS 16 Leases) – mandatory for annual periods beginning on or
after 1 January 2024.
• Non-current Liabilities with Covenants (Amendment to NZ IAS 1 Presentation of Financial Statements) – mandatory for
annual periods beginning on or after 1 January 2024.
• Supplier Finance Arrangements (Amendments to NZ IFRS 7 Statement of Cash Flows and NZ IFRS 7 Financial Instrument:
Disclosure) – mandatory for annual periods beginning on or after 1 January 2024.
• Climate-Related Commitments – clarifies the application of NZ IAS 37 to “net zero” and other climate-related
commitments – mandatory from April 2024.
• Guarantees Issued on Obligations of Other Entities – clarifies the accounting for any guarantees issued by an entity –
mandatory from April 2025.
2.3.18.2 Standards and interpretations effective in future periods
Certain new Standards, Interpretations and Amendments to existing standards have been published that are mandatory for
later periods and which the Group has not early adopted. The key items include:
• Lack of Exchangeability (Amendments to NZ IAS 21 Effect of Changes in Foreign Exchange Rates) – improves guidance
for determining when a currency is exchangeable and requires additional disclosures when currency exchangeability is
an issue - mandatory for annual periods beginning on or after 1 January 2025.
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to NZ IFRS 7 and 9) – amend
the requirements related to settling financial liabilities using an electronic payment system; and assessing contractual
cash flow characteristics of financial assets with environmental, social and corporate governance (ESG) and similar
features – mandatory for annual periods beginning on or after 1 January 2026.
• Annual Improvements to NZ IFRS 2024 (Amendments to NZ IFRS 1, 7, 9 and 10 and NZ IAS 7) – minor clarifications
improvements and corrections to cross-referencing– mandatory for annual periods beginning on or after 1 January
2026.
• Contracts Referencing Nature Dependent Electricity (Amendments to NZ IFRS 7 and 9) - allows entities to better reflect
contracts referencing nature-dependent electricity (wind and solar) in the financial statements by clarifying “own use
criteria, permitting hedge accounting for these contracts and amending disclosure requirements– mandatory for annual
periods beginning on or after 1 January 2026.
4041
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
GroupGroup
20252024
$’000$’000
3. (LOSS) FOR THE YEAR
Included in (loss) before income tax for the year are the following:
REVENUE:
Sales revenue – sale of goods – bottled wine
66,37462, 491
Sales revenue – other
4 ,1573,902
Total sales revenue
70 , 53166,393
Other revenue – rent received
5156
Total revenue
70,58266,449
Included in (loss) before income tax for the year are the following:
EXPENSES:
Amortisation – lease right-of-use assets
1, 3121,385
Depreciation
5,8685,6 01
Directors’ fees
240240
Employee benefits expense:
– Short-term employee benefits
13,18710,075
Excise duty and HPA levy
6 ,1356 ,172
Fees paid to auditors (Deloitte Limited):
– Audit of the financial statements
131125
Cost of inventories recognised as expense
42,64336,889
Included in other expenses for the year are the following:
Termination Benefits expense (note 25)
1,80 0–
Overseas Investment Office Consent Variation expenses
51–
Other Employment-related expenses
169–
Total other expenses
2,020–
3. (LOSS) FOR THE YEAR (CONTINUED)
Termination Benefits – During the year termination benefits associated with the former CEO were paid.
Overseas Investment Office (OIO) Consent Variations – During the year the Company incurred costs related to two
applications to the Overseas Investment Office to have the consents varied relating to the purchase of Mt Difficulty Wines
assets and business in January 2019 and the purchase of the Zebra Bendigo Vineyard in May 2022. The variations were
to resolve issues primarily associated with the timing of the redevelopment of the cellar door and restaurant and the planting
variety for the new vineyard area being planted at the Zebra Vineyard.
Other Employment-related expenses – During the year Legal and other costs associated with extraordinary employment
matters were paid.
GroupGroup
20252024
$’000$’000
4. INTEREST EXPENSE
Interest on loans and borrowings
2,9 213,904
Interest on convertible notes
709710
Interest expense on lease liabilities
913
Interest expense on hire purchases
3–
Total Interest expense
3,6424,627
4243
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
GroupGroup
20252024
$’000$’000
5. INCOME TAX
5.1 INCOME TAX RECOGNISED IN PROFIT
Income tax expense comprises:
Current tax expense – current year
9471,830
Current tax expense – adjustment to prior year
––
Current tax expense
9471,830
Deferred tax (benefit)/expense – origination & reversal of temporary differences
(1, 4 66)2,952
Deferred tax (benefit)/expense – adjustment to prior year
(10)–
Deferred tax (benefit)/expense
(1, 476)2,952
Total income tax (benefit)/expense
(529)4,782
Income tax expense – deferred tax expense – change in depreciation on buildings
–4,548
Reconciliation of income tax (benefit)/expense:
(Loss)/Profit before income tax
(2,386)701
Income taxation (benefit)/expense calculated at current rate of 28%
(668)196
Non-deductible expenses
2815
Disposal of amortisable land improvements
2728
Change in depreciation on buildings
–4,548
Other deferred movements
84(5)
Prior period adjustment
––
Income tax (benefit)/expense as reported
(529)4,782
The “income tax expense – deferred tax expense – change in deprecation on buildings” adjustment of $4,548,000 in the
prior year results from the increase in deferred tax liability as a result of the removal of depreciation deductions for commercial
buildings with an estimated useful life of 50 years or more from the 2024/25 tax year.
5.2 INCOME TAX RECOGNISED DIRECTLY IN OTHER
COMPREHENSIVE INCOME
The following current and deferred amounts were charged/(credited) directly to
other comprehensive income during the year:
Deferred tax: Revaluation of property, plant and equipment
(392)–
5.3 CURRENT TAX ASSETS AND LIABILITIES
Current tax assets: Tax refund receivable
345170
Current tax liabilities: Tax payable
––
5. INCOME TAX (CONTINUED)
5.4 DEFERRED TAX BALANCES
Taxable and deductible temporary differences arise from the following:
Balance SheetIncome Statement
GroupGroupGroupGroup
2025202420252024
$’000$’000$’000$’000
Deferred tax liabilities and assets
Property, plant and equipment
12, 78914 ,90 4(1, 722)4 ,012
Brand intangible assets (value-in-use deferred tax)
5,15 05,15 0––
Fair value through profit or loss financial assets/liabilities
(87)(92)5112
Unused tax losses
(130)(141)––
Other including WET rebate receivable
958779
Inventories and biological work in progress
(961)(1,19 9)238(1 ,118 )
Annual, sick leave and employee entitlements, accruals and
provisions
(173)(159)(14)(34)
Lease liabilities and right-of use assets
(598)(608)10(29)
Net deferred tax liabilities
16,08417, 9 4 2
Deferred tax expense/(benefit)
(1, 476)2,952
All deferred tax assets and liabilities are offset and disclosed as non-current.
GroupGroup
20252024
$’000$’000
5.5 IMPUTATION CREDITS
Imputation credits available for subsequent reporting periods based on a tax rate of 28%
14 ,17913,247
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
a) Imputation credits that will arise from the payment of the amount of the provision for income tax
b) Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
c) Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
4445
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025
GroupGroup
20252024
$’000$’000
6. (LOSS) PER SHARE
Basic (Loss) per share
(2.83)(6 . 21)
The calculation of basic (loss) per share in respect of 2025 is based on (loss) of $(1,857,000) (2024: $(4,081,000)) and
the weighted average of 65,736,148 ordinary shares on issue during the year (2024: 65,736,148).
Diluted (Loss) per share(2.83)(6 . 21)
The calculation of diluted (loss) per share in respect of 2025 based on (loss) of $(1,857,000) (2024: $(4,081,000)), and
the weighted average of 65,736,148 ordinary shares on issue during the year (2024: 65,736,148).
The weighted average number of ordinary shares for the purposes of diluted (loss)/earnings per share reconciles to the
weighted average number of ordinary shares used in the calculation of basic (loss)/earnings per share as follows:
GroupGroupGroup
202520242023
Number of
shares
Number of
shares
Number of
shares
Weighted average number of ordinary shares (Basic)
6 5, 736 ,14 86 5, 736 ,14 86 5, 736 ,14 8
Convertible notes outstanding at year end
––7, 8 6 3 , 0 2 5
Weighted average number of ordinary shares (Diluted)
6 5, 736 ,14 86 5, 736 ,14 873,599,173
In 2025 (and 2024) the Company made a loss and therefore the diluted earnings per share excludes the adjustment for
interest on the convertible notes after income tax and convertible notes shares outstanding at year end as this is anti-dilutive.
7. DISTRIBUTION TO OWNERS
The Company did not pay a final dividend for 2024 (2024: Nil). No final dividend for the current financial year has been
declared and included in these financial statements. A final dividend of 2 cents per share fully imputed, was approved by the
Board on 28 August 2025 for payment on 24 October 2025 (refer note 30).
Parent 2025Parent 2024GroupGroup
Number of
shares issued
Number of
shares issued
20252024
$’000$’000
8. SHARE CAPITAL
FULLY PAID UP ORDINARY SHARES
Balance at beginning of financial year
6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518
Movements in share capital
––––
Balance at end of financial year
6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518
The Company has only one class of shares and all shares have the same voting rights and share equally in dividends and any
surpluses on winding up. The shares have no par value.
8. SHARE CAPITAL (CONTINUED)
Share issues during the year:
There were no share issues during the year.
Shares reserved for issuance:
Convertible notes on issue at year end – convertible to 7,863,025 ordinary shares – refer note 14 (2024: 7,863,025).
GroupGroup
20252024
$’000$’000
9. RESERVES
ASSET REVALUATION RESERVE
Balance at beginning of financial year
29, 71629,888
Transferred to retained earnings (net of tax)
(264)(172)
Revaluation of property, plant and equipment
37–
Deferred tax liability arising on revaluation (note 5.2)
392–
Balance at end of financial year
29,88129, 716
The asset revaluation reserve arises on the revaluation of land, buildings and land improvements. Where a revalued
asset is sold that proportion of the asset revaluation reserve which relates to that asset, and is effectively realised, is
transferred directly to retained earnings.
10. RETAINED EARNINGS
Balance at beginning of financial year
2 7,19 331,10 2
(Loss) for the year net of tax, attributable to Shareholders of the Parent Co.
(1,857 )(4 ,0 81)
25,3362 7, 0 21
Transferred from asset revaluation reserve
264172
Balance at end of financial year
25,6002 7,19 3
11. TRADE AND OTHER PAYABLES
Trade creditors
4,8874,378
Employee entitlements
741633
Other accruals
2,5932,14 3
8 , 2217,15 4
The carrying amount disclosed above is a reasonable approximation of the fair value. Trade payables are non-interest
bearing an are generally due within 30 days from balance date.
47
FOLEY WINES LIMITED | ANNUAL REPORT 2025
46
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025
12. BANK OVERDRAFT AND LOANS AND BORROWINGS
At amortised cost:GroupGroup
InterestInterest RateExpiry20252024
Rate %Review DateDate$’000$’000
Bank of New Zealand Term Loan 12/11
5.08% pa3 0 / 7/ 2 52 7/ 7/ 2 812, 5 0 923 , 319
Bank of New Zealand Term Loan 13/07
5.08% pa3 0 / 7/ 2 52 7/ 7/ 2 822,51622,518
Bank of New Zealand Term Loan 08
5.33% pa3 0 / 7/ 2 53/5/275, 5816,086
IRD Small Business Loan
3.00% pa13/5/271422
Total loans and borrowings
40,62051,94 5
Weighted average effective interest rate on
BNZ Term Loans
5 .11%7. 5 4 %
Loans due within 1 year
63250
Total current loans and borrowings
63250
Loans due 1 to 2 years
4,98845,802
Loans due 2 to 5 years
35,0006,093
Total non-current loans and borrowings
39,98851,895
Total loans and borrowings
40,62051,94 5
BANK OF NEW ZEALAND (BNZ) FACILITIES
The details and terms of the BNZ facilities are as follows:
• The $5 million Market Connect Overdraft Facility to fund ongoing working capital requirements. The interest rate payable
on the facility is the BNZ Market Connect Overdraft Prime Rate (with 0% margin). An overdraft facility fee of 0.80%pa
is payable in arrears. All outstanding debt under the facility is repayable upon demand. The balance available to be
drawn down at 30 June 2025 was $5 million (2024: $5m).
• The $25 million BNZ Term Loan Facility (loan #12). This loan facility was drawn down on 26 June 2025 and used to
repay BNZ Term Loan #11 in full. This loan facility is an interest only facility until maturity on 27 July 2028. The full facility
limit of $25 million is available for redraw throughout the term. The interest margin and non-utilisation fee are linked to
net leverage ratio. At 30 June 2025 the margin was payable at 1.7% per annum above the base rate (2024: 2%). The
base rate is the one month ‘BKBM’ rate as quoted on the Reuters Monitor Money Rates Services page. A non-utilisation
fee was payable of 0.68% pa (2024: 0.93% pa). All outstanding debt under the facility is repayable on the maturity
date. The balance available to be re-drawn at 30 June 2025 was $12.5 million (2024: $1.7m).
• The $22.5 million BNZ Term Loan Facility (loan #13). This loan facility was drawn down on 26 June 2025 and used
to repay BNZ Term Loan #07 in full. This is an interest only facility until maturity on 27 July 2028. The full facility limit
of $22.5 million is available for redraw throughout the term. The interest margin and non-utilisation fee are linked to
net leverage ratio. At 30 June 2025 the margin was payable at 1.70% per annum above the base rate (2024: 1.75%
pa). The base rate is the one month ‘BKBM’ rate. The balance available to be re-drawn at 30 June 2025 was $Nil
(2024: $Nil).
12. BANK OVERDRAFT AND LOANS AND BORROWINGS (CONTINUED)
BANK OF NEW ZEALAND FACILITIES (CONTINUED)
• The $6.5 million BNZ Term Loan Facility (loan #08). This loan facility converted on 14 August 2023 to an interest only
loan and was interest only until principal repayments of $50,000 per month recommenced from 30 September 2024
and these will continue until maturity on 3 May 2027. Interest is payable at 1.95% per annum above the base rate. The
base rate is the one month ‘BKBM’ rate. The loan facility limit reduces for the principal amounts repaid. The balance
available to be re-drawn at 30 June 2025 was $Nil (2024: $Nil).
SECURITY
The Bank has registered a first ranking general security agreement over all the present and after acquired property of the
Company and of its wholly owned subsidiaries, a specific security agreement over any separately identifiable intellectual
property of the Company or its wholly owned subsidiaries and a first ranking mortgage over all of the land and improvements
owned by the Company.
BANK COVENANTS
The Company complied with all reporting and financial covenants imposed by the Bank of New Zealand during the year. The
reporting covenants include provision of periodic accounts, budgets, valuations, insurance cover and compliance certificates.
The financial covenants, tested at the end of each quarter, are as follows: Shareholders’ Funds/Total Assets – minimum
50%; and EBITDA/Interest – minimum 2 times (EBITDA (Earnings before interest, tax, depreciation and amortisation) being
calculated on a last 12-month basis). The covenants apply to the BNZ Term Loans with a carrying value of $40,606,000 at
balance date (2024: $51,923,000). There were no circumstances existing at balance date or on the date that these financial
statements were signed that indicate the Company may have difficulty complying with the covenants.
IRD SMALL BUSINESS LOAN
Toast Martinborough Limited borrowed $21,800 from IRD as part of the IRD Small Business Cashflow Loan Scheme on 13 May
2022. The terms of the loan are that it was interest free during the first 24 months until 13 May 2024 and interest is then charged
at 3% pa. There were no repayment due during the first 24 months to 13 May 2024. Monthly repayments of $634 commenced
from 13 June 2024. The interest is not compounding and does not bear interest. The final repayment date is 13 May 2027.
13. LEASES
13.1 LEASE RIGHT OF USE ASSETS
LandMotor
LandBuildings
ImprovementsVehiclesTotal
Group$’000$’000$’000$’000$’000
Year ended 30 June 2025
Net carrying amount
At 1 July 2024
8,8061843,02815612 ,174
Additions
–––––
Lease remeasurements
140–( 4 74 )–(334)
Amortisation charge for the period
(588)(74)(592)(58)(1, 312)
At 30 June 2025
8,35811 01,9629810,528
49
FOLEY WINES LIMITED | ANNUAL REPORT 2025
48
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
13. LEASES (CONTINUED)
13.1 LEASE RIGHT OF USE ASSETS (CONTINUED)
LandMotor
LandBuildings
ImprovementsVehiclesTotal
Group$’000$’000$’000$’000$’000
Year ended 30 June 2024
Net carrying amount
At 1 July 2023
8 ,16 32584,395–12,816
Additions
–––176176
Lease remeasurements
1,19 2–(625)–567
Amortisation charge for the period
(549)(74)( 74 2)(20)(1,385)
At 30 June 2024
8,8061843,02815612 ,174
The Group leases vineyard land, office space (buildings), producing vineyards (land improvements) and a motor vehicle
(harvester). The average lease term (including right of renewals) is 5.1 years at 30 June 2025 (2024: 6.0 years).
The vineyard land lease agreements have normal provisions for periodic rent reviews to market rates and the producing
vineyard lease agreements have annual CPI linked rent reviews.
The maturity analysis of lease liabilities relating to these leases is presented below.
GroupGroup
20252024
$’000$’000
Amounts recognised in profit and loss:
Amortisation expense on right-of-use assets
1, 3121,385
Interest expense on lease liabilities
913
Interest expense on lease liabilities through cost of sales
4 61495
Expense relating to short-term leases
–10
Expense relating to leases of low value assets
1514
At 30 June 2025, the Group is committed to $Nil for short-term leases (2024: $Nil).
The total cash outflow for leases during the period was $1,794,000 (2024: $1,694,000).
13.2 LEASE LIABILITIES
Classified as:
Current
1,3011,238
Non-Current
11 , 3 8 512,8 4 3
Total
12,68614 ,0 81
13. LEASES (CONTINUED)
13.2 LEASE LIABILITIES (CONTINUED)
GroupGroup
20252024
$’000$’000
Maturity analysis (undiscounted cash flows):
Year 1
1, 7191,707
Year 2
1,6451,642
Year 3
1,2861,535
Year 4
1,0481,181
Year 5
1,0 021,021
Over 5 Years
10,66212, 247
Total
17, 3 6 219,333
The lease liabilities were reduced by $346,000 due to lease remeasurements and increased by $277,000 due to new leases
during the year (2024: Increased due to Lease remeasurements $567,000 and New leases $176,000).
The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the
Group’s treasury function.
All lease obligations are denominated in New Zealand dollars.
14. CONVERTIBLE NOTES
Foley Holdings New Zealand Limited
10,90 010,90 0
Disclosed as: Current convertible notes
10,90 010,90 0
As part of the merger transaction with The New Zealand Wine Company Limited (renamed Foley Family Wines Limited
and later Foley Wines Limited (“FWL”)) on 4 September 2012, the Company issued an 18 month convertible note to Foley
Holdings New Zealand Limited (“Foley Holdings”, formerly Foley Family Wines Holdings, New Zealand Limited) for the
principal amount of $10,900,000 thereby assuming Foley Family Wines NZ Limited’s current loan liability to Foley Holdings
New Zealand Limited of the same amount under a promissory note.
The principal terms of the Convertible Note are:
• the term of the Convertible Note is a minimum term of 18 months. After that period or earlier if FWL is in breach of its
obligations under the Convertible Note, the Convertible Note converts at the option of Foley Holdings or alternatively
Foley Holdings may demand repayment in lieu of conversion;
• the issue price on the conversion of any shares under the Convertible Note is $1.386 per share which is the same price
at which the shares have been issued to Foley Holdings pursuant to the Merger of The New Zealand Wine Company
Limited and Foley Family Wines New Zealand Limited. On conversion of the Convertible Note issued by FWL, 7,863,025
shares in FWL could be issued to Foley Holdings at a price of $1.386 per share by way of off-set against the amount
owing to Foley Holdings under the Convertible Note. Assuming no change in the shares on issue in FWL between the
date of the issue of the Convertible Note and its conversion to new shares, this would when aggregated with the shares
issued under the Merger increase the holdings of Foley Holdings in FWL to 83%.
• the Convertible Note does not give Foley Holdings any right to vote. Foley Holdings will acquire voting rights with the
ordinary shares it receives on any exercise of the right to convert under the Convertible Note;
5051
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
14. CONVERTIBLE NOTES (CONTINUED)
• interest is payable, quarterly in arrears (not compounding), on the Convertible Note pending conversion at the rate of
6.5% pa. The interest rate has been agreed between FWL and Foley Holdings as being representative of market rates
for an unsecured loan of its type; and
• all shares issued pursuant to the exercise of the Convertible Note will rank equally in all respects with all other FWL shares
on issue.
The Convertible Note can be converted at the option of Foley Holdings after 18 months from the date of issue, that is, from 4
March 2014, and there are no performance hurdles required to be met before conversion can occur. The Convertible Note
has been classified as current. At balance date, and up to the date of these financial statements, no notification had been
received to convert the note.
GroupGroup
20252024
$’000$’000
15. OTHER FINANCIAL ASSETS/(LIABILITIES)
At fair value:
Foreign currency forward contracts
1–
Other financial liabilities – FVTPL - Current
1–
Other financial assets – FVTPL – Total
1–
Foreign currency forward contracts
(310 )(270)
Other financial liabilities – FVTPL - Current
(310 )(270)
Foreign currency forward contracts
–(57)
Other financial liabilities – FVTPL – Non-Current
–(57)
Other financial liabilities – FVTPL – Total
(310)(327)
Derivative financial instruments are used by the Group in the normal course of business in order to hedge exposure to
fluctuations in interest and foreign exchange rates. Refer note 23 for details of financial instruments used by the Group.
16. TRADE AND OTHER RECEIVABLES
Trade receivables
8,78814 ,062
Other receivables
1,3331,340
10 ,12115, 4 02
Current
9, 4 4314 ,603
Non-Current
678799
16. TRADE AND OTHER RECEIVABLES (CONTINUED)
The carrying amount disclosed above is a reasonable approximation of fair value. Trade receivables are non-interest
bearing and are generally due the last working day of the month following invoice for domestic customers and 30-120 day
terms for export customers.
GroupGroup
20252024
$’000$’000
Not Past Due
8 , 74 813 ,118
Past Due 1-30 days
–1
Past Due 31-60 days
14
Past Due 61-90 days
––
Past Due > 91 days
39–
8,78813,123
Trade receivables that are less than 90 days past due are generally not considered impaired. As of 30 June 2025 trade
receivables of $40,000 (2024: $34,000) were past due but not impaired.
Other receivables include grower advances (amounts owing for the purchase of the lessee’s vineyard improvements at the
expiry of the lease for land) of $828,000 (2024: $949,000). The grower advances are secured by way of first ranking
mortgage over the grower’s land. The grower advances are accounted for as net present value of future cash flows on initial
recognition discounted at 4.39% for the advance in 2022 and 2.26% for the advance in 2021. The expense relating to the
present value of new grower advances recorded during the year was $Nil (2024: $Nil). Interest income/receivable for
the year was $30,000 (2024: $33,000). The Group recognises lifetime ECL when there has been a significant increase in
credit risk since initial recognition on other receivables. However, if the credit risk on the other receivables has not increased
significantly since initial recognition, the Group measures the loss allowance for that other receivable at an amount equal to
12-month ECL.
The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. The expected credit
losses on these financial assets are 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. Based on the assessment undertaken at balance date the
Group has not recorded an Impairment of Trade Receivables in the current year (2024: $Nil). No bad debts were written off
during the year (2024: $Nil) and nothing was recovered from prior years (2024: $Nil). The gross debt relating to the trade
receivables which were considered to be impaired at balance date was $Nil (2024: $Nil).
5253
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025
GroupGroup
20252024
$’000$’000
17. INVENTORIES
Raw materials
573568
Consumable stores
172197
Work in progress
31, 74132,767
Finished goods
16 , 73017, 0 01
Impairment of inventory
(73)(11 0 )
Total inventories at lower of cost and net realisable value
49,14250,423
Impairment of Inventory:
Opening balance
11 039
Impairment charge reversal during the year
(86)(39)
Impairment charge during the year
4911 0
Closing balance
7311 0
Cost of inventories recognised as expense during the year
42,64336,889
18. BIOLOGICAL WORK IN PROGRESS
Growing costs related to next harvest
1,8031,90 0
The growth on the vines in the period from harvest to 30 June 2025 cannot be reliably measured due to the lack of market
information and the variables in completing the biological transformation process between balance date and the time of
harvest. As allowed under NZ IAS 41 the cost of agricultural activity in the period to 30 June has been recognised as work
in progress for the next harvest. This assumes the cost of the agricultural activity approximates fair value in determining the
value of the biological transformation that has occurred in that period. The value of work in progress at balance date was
$1,803,000 (2024: $1,900,000).
19. PROPERTY, PLANT AND EQUIPMENT
Land
FreeholdImprove-BearerPlantCapital
FreeholdBuildingsmentsPlantsEquip. &Work in
Land atat Fairat Fairat FairVehiclesProgress
Fair ValueValueValueValueat Costat CostTotal
Group$’000$’000$’000$’000$’000$’000$’000
Year ended 30 June 2025
At 1 July 2024, net of
accumulated depreciation
and impairment
42,58634,8597, 8 7 222,34321,95548613 0 ,101
Reclassifications
–(13)(20)–33––
Additions
–766123502,503–3 , 5 41
Disposals
–(1)(70)(346)(8)–(425)
Revaluations
1,173(3, 576)578( 2 , 74 5 )––(4,570)
Depreciation charge for the
year
–(721)(565)(712)(3,870)–(5,868)
At 30 June 2025, net of
accumulated depreciation
and impairment
43,75930,6248,40718,8902 0 , 613486122,779
At 30 June 2025
Fair value
43,75930,6248,40718,890––101,68 0
Cost
––––53,8954865 4 , 381
Accumulated depreciation
(accum impairment nil)
––––(33,282)–(33,282)
Net carrying amount
43,75930,6248,40718,8902 0 , 613486122,779
55
FOLEY WINES LIMITED | ANNUAL REPORT 2025
54
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Land
FreeholdImprove-BearerPlantCapital
FreeholdBuildingsmentsPlantsEquip. &Work in
Land atat Fairat Fairat FairVehiclesProgress
Fair ValueValueValueValueat Costat CostTotal
Group$’000$’000$’000$’000$’000$’000$’000
Year ended 30 June 2024
At 1 July 2023, net of
accumulated depreciation
and impairment
42,58622,3567, 9 4 22 4 , 21121, 42512, 6 0 3131,123
Additions
–1,2753742033,919165,787
Transfer from capital work in
progress
–11 , 9 3 5198(12,133)–
Disposals
––(116 )(1,0 87 )(5)–(1,20 8)
Depreciation charge for the
year
–(707)(328)(984)(3,582)–(5,6 01)
At 30 June 2024, net of
accumulated depreciation
and impairment
42,58634,8597, 8 7 222,34321,95548613 0 ,101
At 30 June 2024
Fair value
42,58621,9518 , 21323,273––96,023
Cost
–14 ,07 773162653,16248669,0 82
Accumulated depreciation
(accum impairment nil)
–(1,169)(1,072)(1,556)(31, 207 )–(35,004)
Net carrying amount
42,58634,8597, 8 7 222,34321,95548613 0 ,101
COMMITMENTS:
At balance date the Group had capital commitments of $274,000 for bearer plants (grape vines) (2024: $493,000).
The Group has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/
Restaurant redevelopment.
REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS
Year ended 30 June 2025:
Land, buildings, land improvements and bearer plants (grape vines) were valued at fair value under the principle of highest
and best use by Colliers International, registered independent valuers, on 30 June 2025. Full valuations are undertaken when
there has been a material movement in the value of these assets as determined by the Independent Valuer.
19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS
(CONTINUED)
Fair value is the amount for which the assets could have been exchanged between a knowledgeable willing buyer and a
knowledgeable willing seller in an arm’s length transaction as at the valuation date. Freehold land, land improvements and
bearer plants at fair value (viticulture planted land) is valued by reference to recent market transactions on arm’s length terms
for similar assets, considering grape varietal, soil quality and access to water on a per hectare basis. Adopted rates per
hectare range from $73,000 to $346,000 (2022: $113,000 to $388,000). The Valuers have determined an adopted rate
based on comparable transactions adjusted for the specific characteristics of the viticulture planted land. Adopted values
increase as the adopted rate per hectare increases. The valuation includes inputs which are adjusted for the size, location
and varietal mix held by the Group. Based on these valuation techniques these fair values are included in Level 3 in the fair
value hierarchy (refer note 23(j)). Freehold Buildings are valued using a combination of the income approach and optimised
depreciated replacement cost method. The valuation comprises inputs for estimated rental, adopted capitalisation rates and
estimated cost to replace the assets on a like for like basis. The adopted capitalisation rates was 7.25%. As capitalisation
rates decrease adopted building values increase. Based on these valuation techniques these fair values are included in Level
3 in the fair value hierarchy (refer note 23(j)). The valuer has valued each property on a stand-alone basis as independent
vineyard and winery which can be sold in isolation to others within the portfolio. The valuation is performed on an individual
asset level.
Year ended 30 June 2024:
A market overview was performed as at 30 June 2024 by registered independent valuer Colliers Limited. Management and
the directors have concluded the carrying amount does not differ materially from the fair value therefore no revaluation was
required for the current year for land, buildings, land improvements and bearer plants.
The carrying amount of land, buildings, land improvements and bearer plants had they been recognised under the historic cost
model would have been $23,713,000, $28,203,000, $6,833,000 and $14,304,000 respectively (2024: $23,713,000,
$28,127,000, $6,461,000 and $14,146,000). Land Improvements comprise of vineyard structures and irrigation and
excludes bearer plants (grape vines) which are disclosed separately.
The capital work in progress, which includes the Mt Difficulty Cellar door/Restaurant redevelopment, is included at cost until
completed (2024: Mt Difficulty Cellar door/Restaurant).
Insurance cover has been taken out over buildings, land improvements and plant, equipment and vehicles.
20. BIOLOGICAL ASSET PRODUCE
Biological assets consist of grape vines (bearer plants). Bearer plants are classified as Property, Plant and Equipment and are
included in note 19. The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards
are located in Marlborough, Martinborough and Central Otago, New Zealand. Grapes are harvested between March and
May each year. At 30 June 2025 the Group held approximately 227 hectares of land owned or leased by the Company
in Marlborough (2024: 227), 192 hectares of land owned or leased by the Group in Martinborough (2024: 192) and 194
hectares of land owned or leased by the Group in Central Otago (2024: 203). 174 hectares are currently in commercial
production in Marlborough (2024: 188), 135 hectares in Martinborough (2024: 122) and 149 hectares in Central Otago
(2024: 149).
5657
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
20. BIOLOGICAL ASSET PRODUCE (CONTINUED)
During the year ended 30 June 2025 the Company harvested 4,514 tonnes of grapes (2024: 3,457). The grapes harvested
are recognised at fair value at the point of harvest after taking into consideration various market factors, as well as reviewing
the district average pricing report for grapes of similar quality and variety. Any adjustment to bring the cost of sale to fair value
is recognised in inventory and the revaluation gains and losses section of the Income Statement. The fair value adjustment
for the 2025 harvest was an unrealised loss of $1,317,000 (2024: $3,458,000). The 2024/prior year loss was high due to
lower yields resulting in higher cost per tonne and the market price of grapes per tonne being lower that vintage. Refer to note
18 for recognition of the biological transformation between the time of harvest and balance date.
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the Company consists of
the management of vineyards to produce grapes for use in the production of wine. The primary financial risk associated with
this activity occurs due to the length of time between expending cash on the purchase or planting and maintenance of grape
vines and on harvesting grapes, and ultimately receiving cash from the sale of wine to third parties. The Company’s strategy
to manage this financial risk is to actively review and manage its working capital requirements. The quality and quantity of
the grape harvest is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts. The
Group manages this risk by diversifying its vineyards across the Marlborough, Martinborough and Central Otago regions
and through the use of windmills and helicopters for normal frost protection purposes.
GroupGroup
20252024
$’000$’000
21. INTANGIBLE ASSETS
TRADEMARKS
At start of period, net of impairment
154154
Additions during the year
––
At 30 June, net of impairment
154154
Cost (gross carrying value)
154154
Accumulated impairment losses
––
Net carrying amount
154154
Trademarks pertain to the registration of trademarks in local and overseas jurisdictions for the Company’s brands. Trademarks
are carried at cost, less any accumulated impairment losses. Trademarks have been assessed as having an indefinite life since
the Company has the rights to the brand while it is registered and has no intention of relinquishing those rights. The recoverable
amount is estimated annually and an impairment loss recognised to the extent that the recoverable amount is lower than the
carrying amount.
GOODWILL
At start of period, net of impairment
16 , 30316 , 303
Additions during the year
––
At 30 June, net of impairment
16 , 30316 , 303
Cost (gross carrying value)
16 , 30316 , 303
Accumulated impairment losses
––
Net carrying amount
16 , 30316 , 303
21. INTANGIBLE ASSETS (CONTINUED)
After initial recognition, goodwill acquired is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment. Goodwill
relates to the acquisition of the Vavasour Wines’ business assets on 1 September 2003, Goldwater Wines’ business assets on
1 April 2006, Clifford Bay’s business assets on 1 March 2007, the reverse acquisition of The New Zealand Wine Company
Ltd (Grove Mill) on 4 September 2012, the acquisition of Martinborough Vineyards on 30 June 2014 and the acquisition of
Mt Difficulty Wines’ business and assets on 3 January 2019. The value of Goodwill at balance date includes the deferred tax
liability on acquired indefinite life intangibles (brands) of $5,150,000 (2024: $5,150,000).
GroupGroup
20252024
$’000$’000
BRANDS AND INTELLECTUAL PROPERTY
At start of period, net of impairment
18,66818,668
Additions - current year additions
––
At 30 June, net of impairment
18,66818,668
Cost (gross carrying value)
18,66818,668
Accumulated impairment losses
––
Net carrying amount
18,66818,668
Brands are regarded as having indefinite useful lives as there are no legal restrictions on the use of the brands or technological
barriers to their ongoing usefulness. Brands are not amortised but are subject to impairment testing on an annual basis or
whenever there is an indication of impairment. The Brands included are Vavasour, Goldwater, Dashwood, Clifford Bay,
Martinborough Vineyard and Lighthouse Gin.
TOTAL INTANGIBLE ASSETS
35,12535,125
(A) IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLES WITH INDEFINITE USEFUL
LIVES
The Group has determined that in the current year the value of the goodwill and intangible assets was supported by value-in use
calculations performed for the cash generating unit, being the whole business. The recoverable amount of the cash generating
unit was determined based on pre-tax cash flow projections based on the current results of the Group and the following key
assumptions: Earnings Before Interest and Tax estimated growth rate: 2.6% pa (2024: 3%); Terminal value of 2.6% (2024: 2.8%);
a period of projection of five years and a pre-tax discount rate 9.1% pa (2024: 10.4% pa). The recoverable amount determined
did not indicate any impairment and no adjustment was deemed to be required.
Reasonable possible changes in the key assumptions on which recoverable amount is based that would cause the aggregate
carrying amount to exceed the aggregate recoverable amount of the cash-generating unit, assuming everything else is held
constant, are an increase in the discount rate to 9.14% or a reduction in the terminal growth rate to 2.53%.
5859
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
22. CASH FLOW INFORMATION
(A) RECONCILIATION OF (LOSS)/PROFIT FOR THE YEAR TO NET CASH FLOW FROM
OPERATING ACTIVITIES
GroupGroup
20252024
$’000$’000
(LOSS) AFTER INCOME TAX FOR THE YEAR
(1,857 )(4 ,0 81)
NON-CASH ITEMS:
Depreciation
5,8685,6 01
Amortisation – lease right-of-use assets
1, 3121,385
(Decrease)/Increase in deferred tax
(1, 4 66)2,951
Bad debts written off
––
Impairment loss recognised on inventories
(37)71
Adjustments resulting from revaluation of grapes
(814)3,923
Loss on disposal of property, plant and equipment
3301,156
Loss on asset revaluations
4,607–
Gain on purchase
–(96)
Grower advance adjustments
(30)(33)
Unrealised gain in fair value of financial assets/liabilities
(18)(400)
9, 75214 , 558
MOVEMENTS IN WORKING CAPITAL BALANCES:
Trade and other receivables
5,16 0(802)
Inventories
2,132(2,332)
Biological work in progress
97(56)
Prepaid expenses and other current assets
(12)(3)
Trade and other payables
1,067(1, 518)
Current tax assets/liabilities
(175)(1, 426)
8,269(6 ,137 )
NET CASH FLOW FROM OPERATING ACTIVITIES
16 ,16 44,340
(B) NET LOANS AND BORROWINGS RECONCILIATION
Total Loans and borrowings (refer note 12)
40,62051,94 5
Loans advanced during the year – cash inflow
4 7, 5 0 025,000
Loan acquired – non-cash
–22
Loans repaid during the year – cash outflow
(58,825)(17, 8 6 2 )
Net movement in net debt
(11 , 3 2 5 )7,16 0
22. CASH FLOW INFORMATION (CONTINUED)
(C) NET LEASE LIABILITY RECONCILIATION
GroupGroup
20252024
$’000$’000
Total Lease liabilities repayable (refer note 13.2)
12,68614 ,0 81
Leases recognised due to lease remeasurement and additions – non-cash
5774 3
Lease liabilities repaid during the year - cash outflows
(1, 0 61)(1,179)
Lease liabilities – net movement
(1,0 0 4)(436)
23. FINANCIAL INSTRUMENTS
(A) CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists
of debt, which includes loans and borrowings disclosed in note 12, cash and cash equivalents and equity, comprising issued
capital, reserves and retained earnings as disclosed in notes 8, 9 and 10 respectively. The Group’s Board of Directors reviews
the capital structure on a semi-annual basis. As part of the review the Board considers the cost of capital and the risks
associated with each class of capital as well as the requirement by the Group’s bank, Bank of New Zealand, to maintain
adjusted tangible equity percentage at a level of at least 50% of adjusted total tangible assets. The Board will balance the
Group’s overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the
redemption of existing debt. The Group’s overall strategy remains unchanged from the prior year.
(B) MATERIAL ACCOUNTING POLICY INFORMATION
Details of the material accounting policy information and methods adopted, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 2 to the financial statements.
(C) FINANCIAL RISK MANAGEMENT OBJECTIVES
The Group is exposed to financial risks relating to the operations of the Group. These risks include agricultural risk, market
risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The agricultural activity of the Group consists of the management of vineyards to produce grapes for use in the production of
wine. The primary financial risk associated with this activity occurs due to the length of time between expending cash on the
purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving cash from the sale
of wine to third parties. The Group’s strategy to manage this financial risk is to actively review and manage its working capital
requirements. In addition, the Group maintains credit facilities at a level sufficient to fund the Group’s working capital during
the period between cash expenditure and cash inflow. At balance date, the Group had unused credit facilities in the form of
undrawn bank overdrafts and loan facilities of $17.5 million (2024: $6.7 million).
The Group seeks to minimise the effects of these risks, by obtaining independent advice and using derivative financial
instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by
the Board of Directors, which provide written principles on the use of financial derivatives.
Compliance with policies and exposure limits is reviewed by the Board of Directors on a periodic basis. The Group does not
enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
6061
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
23. FINANCIAL INSTRUMENTS (CONTINUED)
(D) MARKET RISK
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 23(e))
and interest rates (refer note 23(f)). The Group enters into a variety of derivative financial instruments to manage its exposure
to interest rate and foreign currency risk, including:
(i) forward foreign exchange contracts and foreign currency option contracts to hedge the exchange rate risk arising on the
export of wine principally to the United States, United Kingdom, Europe and Australia; and
(ii) interest rate swaps to mitigate the risk of rising interest rates.
There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.
(E) FOREIGN CURRENCY RISK MANAGEMENT
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed within approved parameters utilising forward foreign exchange contracts and
foreign exchange option contracts.
Foreign currency denominated assets and liabilities at balance date are:
GroupGroup
20252024
$’000$’000
Cash and cash equivalents
149–
Trade and other receivables
6 , 61310,952
Trade and other payables
(1,174 )(632)
Net exposure at balance date
5,58810,320
SENSITIVITY ANALYSIS
The Group is mainly exposed to US dollars (USD), Great British pounds (GBP), Australian dollars (AUD) and Euro (EUR). If
there was a 10% upward movement in the New Zealand dollar against the relevant currencies the profit before tax and equity
would decrease by $273,000, $51,000, $146,000 and $38,000 respectively for the Group (2024: $406,000, $291,000,
$197,000 and $43,000). If there was a 10% downward movement in the New Zealand dollar against the relevant currencies
the profit before tax and equity would increase by $333,000, $63,000, $178,000 and $47,000 respectively for the Group
(2024: $497,000, $356,000, $241,000 and $53,000). The 10% sensitivity rate used represents management’s assessment
of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the year end for the listed percentage change in foreign
currency rates.
23. FINANCIAL INSTRUMENTS (CONTINUED)
(E) FOREIGN CURRENCY RISK MANAGEMENT (CONTINUED)
FORWARD FOREIGN EXCHANGE CONTRACTS AND OPTION CONTRACTS
It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and
receipts up to 100% of the exposure generated. The Group also enters into forward foreign exchange contracts and option
contracts including collars to manage the risk associated with anticipated sales and purchase transactions out to 60 months
within 25-100% of the exposure generated, subject to certain criteria being met. Forward foreign exchange contracts and
option contracts are measured at fair value through profit or loss. The fair value of forward foreign exchange contracts and
option contracts are determined with reference to the quoted market prices.
The aggregate notional principal of forward foreign exchange contracts outstanding for the Group as at balance date was
$23,052,000 (2024: $32,461,000). The aggregate notional principal of foreign exchange option contracts outstanding at
balance date was a net of $Nil (2024: $Nil).
(F) INTEREST RATE RISK MANAGEMENT
The Company and the Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. The risk
is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, by use of interest
rate swap contracts. Hedging activities are evaluated regularly with the assistance of independent advice to align with interest
rate views and defined risk appetite; ensuring optimal hedging strategies are applied or protecting interest expense through
different interest rate cycles. The Company and the Group’s exposure to interest rates on financial assets and financial
liabilities are detailed in the liquidity risk management section of this note or in note 12 and note 14.
SENSITIVITY ANALYSIS
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-
derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year
and held constant throughout the reporting period. A 100 basis point (1%) increase or decrease is used and represents
management’s assessment of the reasonably possible change in interest rates.
At balance date, if interest rates had been 1% lower or higher and all other variables were held constant, the Company and
Group’s net profit and equity would increase/decrease by approximately $453,000 (2024: $520,000) respectively. This is
mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.
The Company and Group’s sensitivity to interest rates has decreased during the current year mainly due to the decrease in
floating interest rate exposure.
6263
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
23. FINANCIAL INSTRUMENTS (CONTINUED)
(G) CREDIT RISK MANAGEMENT
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means of mitigating the risk of
financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and
the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by
counterparty limits that are approved by the Board of Directors and are monitored on a regular basis. The Group does not
require collateral in respect of trade and other receivables.
A default on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall
due. Probability of default constitutes a key input in measuring expected credit loss (ECL). Probability of default is an estimate
of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and
expectations of future conditions.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing
credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, trade credit
insurance is purchased.
Other receivables primarily relate to grower advances. The Group has adopted a policy of only dealing with credit worthy
counterparties as a means of mitigating the risk of financial loss from defaults. The counterparty in this case for grower
advances is credit worthy and has no history of defaulting in past.
The Group does not have any significant concentrations of net credit risk. The Company does not expect the non-performance
of any obligations at balance date. The credit risk on liquid funds and derivative financial instruments is limited because the
counterparties are banks with high credit-ratings assigned by international agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the
Group’s maximum exposure to credit risk.
(H) LIQUIDITY RISK MANAGEMENT
Liquidity risk represents the Group’s ability to meet its contractual obligations. Ultimate responsibility for liquidity risk
management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the
management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. At balance
date, the Group had unused credit facilities in the form of undrawn bank overdrafts and loan facilities of $17.5 million (2024:
$6.7 million) to further reduce liquidity risk.
LIQUIDITY TABLES
The following tables detail the Group’s remaining contractual maturity for its non-derivative 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. Refer to note 12 for the weighted average effective interest rate.
23. FINANCIAL INSTRUMENTS (CONTINUED)
(H) LIQUIDITY RISK MANAGEMENT (CONTINUED)
Less thanGroupOver
1 year1-2 years2-5 years5 years
$’000$’000$’000$’000
Group 2025
Trade and other payables
8 , 221–––
Loans and borrowings
1,7861,7854 6 ,914–
Convertible notes
11 , 6 0 9–––
Lease liabilities
1, 7191,6453,33610,662
23,3353,43050,25010,662
Group 2024
Trade and other payables
7,15 4–––
Loans and borrowings
3,95048,7286,477–
Convertible notes
11 , 6 0 9–––
Lease liabilities
1,7071,6423,73712, 247
24,42050,37010, 21412, 247
The following table details the Group’s liquidity analysis for its derivative financial instruments. The table has been drawn
up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis and the
undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or
receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by
the yield curves existing at the reporting date.
Less thanGroupOver
6 months6-12 months1-2 years2 years
$’000$’000$’000$’000
Group 2025
Forward exchange contracts – cash inflows
6 , 2 746,68710,091–
Forward exchange contracts – cash outflows
(6,443)(6,826)(10,0 9 0)–
(169)(139)1–
Group 2024
Forward exchange contracts – cash inflows
14 ,3986,48511 , 5 7 8–
Forward exchange contracts – cash outflows
(14 , 572)(6 , 581)(11,635)–
(174 )(96)(57)–
6465
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
23. FINANCIAL INSTRUMENTS (CONTINUED)
(I) FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of financial assets and liabilities are determined as follows:
• the fair value of financial assets and liabilities with standard terms and conditions and traded on active markets are
determined with reference to the quoted market prices; and
• the fair value of derivative instruments are calculated based on discounted cash flows using market inputs.
The Directors consider that the carrying value of all financial instrument assets and liabilities in the financial statements
approximate their fair value.
(J) FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL
POSITION
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair
value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability
that are not based on observable market data (unobservable inputs).
GroupGroup
20252024
$’000$’000
Financial assets FVTPL
Other financial assets (derivative financial assets) – Current
––
Other financial assets (derivative financial assets) – Non-Current
1–
Total financial assets
1–
Financial liabilities FVTPL
Other financial liabilities (derivative financial liabilities) – Current
(310 )(270)
Other financial liabilities (derivative financial liabilities) – Non-Current
–(57)
Total financial liabilities
(310 )(327)
All financial assets and liabilities of the Group that are measured at fair value subsequent to initial recognition are included
in Level 2 as the fair value of these instruments are not quoted on an active market and is determined by using valuation
techniques. These valuation techniques rely on observable market data. There were no transfers between Level 1 and 2
during the year.
(K) CHANGE IN FAIR VALUE OF FINANCIAL ASSETS/LIABILITIES
Foreign currency forward contracts
18400
18400
24. DIRECTORS AND KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel are the Directors of the Company and the executives with the greatest authority for the strategic
direction of the Company. The compensation of the Directors and the key management personnel is set out below:
GroupGroup
20252024
$’000$’000
Short-term employee benefits
3, 7151, 874
25. RELATED PARTY DISCLOSURES
(A) INVESTMENT IN SUBSIDIARIES
The Parent entity in the consolidated entity is Foley Wines Limited. The Parent entity of Foley Wines Limited is Foley Holdings
New Zealand Limited who own 52.80% (2024: 52.80%) of the shares in Foley Wines Limited. The ultimate parent is FFW
Opco LLC., who own 80.47% of Foley Holdings New Zealand Limited and as such owns 42.49% (2024: 42.49%) of the
Company.
The consolidated financial statements include the financial statements of Foley Wines Limited (FWL) and the following
subsidiaries:
CountryOwnershipOwnership
of Incorp-Interest %Interest %
Name of EntityPrincipal ActivityParent Companyoration20252024
Vavasour Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Goldwater Wines Ltd
Non-operatingFoley Wines LtdNZ
10 0%10 0%
Clifford Bay Wines Ltd
Non-operatingFoley Wines LtdNZ
10 0%10 0%
Te Kairanga Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Grove Mill Wine Company Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Sanctuary Wine Company Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
The New Zealand Wine Company Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Martinborough Vineyard Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Mt Difficulty Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Burnt Spur Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Toast Martinborough LtdEvents managementFoley Wines LtdNZ10 0%10 0%
FWines UK Ltd
Non-operatingFoley Wines LtdUK10 0%10 0%
On 7 February 2024 Foley Wines Limited purchased the remaining shares in Toast Martinborough Limited – refer note 29.
6667
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
25. RELATED PARTY DISCLOSURES (CONTINUED)
(B) TRANSACTIONS WITH RELATED PARTIES – DIRECTORS AND KEY MANAGEMENT
PERSONNEL
Details of the compensation paid to Directors and key management personnel are set out in note 24.
GroupGroup
20252024
$’000$’000
Certain Directors and key management personnel have interests in contracts with the
Group as follows.
AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
6098
AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
229186
AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
99113
PR Brock (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
31–
PR Brock (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
111–
PR Brock (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
70–
(C) TRANSACTIONS WITH OTHER RELATED PARTIES
Material transactions with related parties during the period are set out below:
(i) Sales were made to Foley Family Wines, Inc., a 100% owned subsidiary of Foley Family Wines Holdings, Inc., the
ultimate parent of Foley Wines Limited. Sales for the year were $11,040,000 (2024: $12,569,000). Commissions/
Management fees paid in relation to sales during the year totalled $159,000 (2024: $219,000), discounts in relation
to the new US tariffs were $139,000 and Advertising and Promotion cost contributions/market support (A&P), which
are included in Selling, marketing and promotion expenses in the Income Statement, totalled $1,267,000 (2024:
$1,241,000). A&P provided to importers/distributors by wine companies are common for the wine industry business
to co-fund the promotion of the products of the Company.
(ii) Interest was paid/payable to Foley Holdings New Zealand Limited the parent of the Foley Wines Limited under the
convertible note (note 14). Interest paid/payable for the year was $709,000 (2024: $710,000).
(iii) Sales were made to Wharekauhau Country Estate Limited, a luxury lodge 74.6% owned by Bill Foley, the majority
shareholder of the ultimate parent. Sales for the year totalled $29,000 (2024: $27,000). Accommodation, meals,
events, contract labour and services, and vouchers for Foley Rewards provided by Wharekauhau to the Company
during the year totalled $15,000 (2024: $55,000).
(iv) Lighthouse Gin product was purchased for global distribution from Lighthouse Distillery Limited, a company owned
by Mark Turnbull, CEO and Director of Foley Wines Limited, until 27 February 2025 and Paul Brock, Director
and Board Chair, from 27 February 2025. Purchases during the period totalled $91,000 (2024: $98,000).
Administration services, rental, electricity and contract distilling services were provided to Lighthouse Distillery
Limited during the period of $169,000 (2024: $113,000). Lighthouse Distillery Limited paid the Company a sales
commission on spirits sold direct to customer during the year of $340,000 (2024: $186,000).
(v) Sales were made to Foley Hospitality Limited group restaurants, a group owned 100% by Foley Holdings New
Zealand Limited. Sales for the year were $463,000 (2024: $495,000). Meals, events, contract labour, training
and vouchers for Foley Rewards provided by Foley Hospitality to the Company during the year of $25,000 (2024:
$25,000). Contract services from the Interim CEO of $77,000 were charged during the year (2024: Nil).
25. RELATED PARTY DISCLOSURES (CONTINUED)
(C) TRANSACTIONS WITH OTHER RELATED PARTIES (CONTINUED)
GroupGroup
20252024
$’000$’000
Amounts owing to related parties as at balance date:
Foley Holdings New Zealand Limited – convertible note
10,90 010,90 0
Wharekauhau Country Estate Limited
22
Foley Hospitality Limited
123
Lighthouse Distillery Limited
65
Amounts owing from related parties as at balance date:
Foley Family Wines, Inc.
2,8804,337
Lighthouse Distillery Limited
14674
Foley Hospitality Limited
3343
26. SEGMENT INFORMATION
The Group operates in the wine industry and is considered to operate in one segment. Financial information available to
management including the chief operating decision maker is principally based on the information provided in these financial
statements. There are therefore no additional disclosures included in these financial statements.
Included in sales revenue are revenues of approximately $18,469,000 (2024: $19,304,000), $11,040,000 (2024:
$12,569,000), $7,963,000 (2024: $5,718,000), $7,040,000 (2024: $5,520,000) and $4,185,000 (2024: $936,000)
which arose from sales to the Group’s largest customers. No other single customers contributed 10% or more to the Group’s
revenue in either 2025 or 2024. The second largest customer is a related party (2024: second) – refer note 25.
The Group derived sales revenue from New Zealand customers of $29,210,000 and overseas customers of $41,321,000
(2024: NZ $30,508,000; Overseas $35,885,000).
27. COMMITMENTS
In the ordinary course of business the Group has Grower Agreements which would require it to purchase grapes during
harvest which occurs between March and May each year throughout the period of the Agreement.
At balance date the Group had capital commitments of $274,000 for bearer plants (grape vines) (2024: $493,000).
The Group has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/
Restaurant redevelopment.
28. CONTINGENT LIABILITIES
There were no contingent liabilities at balance date (2024: Nil).
6869
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
29. BUSINESS COMBINATION
On 7 February 2024 Foley Wines Limited (“Acquirer”) acquired the remaining 94% of the issued share capital of Toast
Martinborough Limited (“Acquiree), obtaining control. Toast Martinborough Limited’s principal activity is the promotion of the
Martinborough wine producing region, primarily via events management and associated promotional activities.
The amounts recognised in respect of the identifiable asset acquired and liabilities assumed are set out in the below table.
Group
2024
$’000
Assets acquired
Cash and cash equivalents
81
Trade and other receivables
17
Deferred tax asset
119
Property, plant & equipment
17
Liabilities assumed
Trade and other payables
(116 )
Loans and borrowings
(22)
Total net identifiable assets
96
Gain on purchase
(96)
Total consideration
–
The consideration paid was $1 per share, total consideration was $10. No material contingent liabilities were noted since
acquisition.
30. SUBSEQUENT EVENTS
On 30 July 2025 the interest rate on the three BNZ Term Loans were reviewed. The new interest rates on these loans for the
period from 30 July 2025 to 28 August 2025 was 5.03-5.28% pa.
On 28 August 2025 the Board approved a final dividend of 2 cents per share, fully imputed, for payment on 24 October
2025.
No other material events have occurred since balance date.
31. NET TANGIBLE ASSETS PER SHARE
GroupGroup
20252024
$’000$’000
Net tangible assets per share
1.631.65
The calculation of net tangible per share in respect of 2025 is based on net tangible assets of $106,874,000, being Net assets
$141,999,000 less intangible assets $35,125,000 (2024: $108,302,000, being Net assets $143,427,000 less intangible assets
$35,125,000) and the 65,736,148 ordinary shares on issue at balance date (2024: 65,736,148).
32. FOREIGN CURRENCY EXCHANGE RATES
The following spot foreign exchange rates have been applied
at balance date:30 June 202530 June 2024
NZ $1.00 =FWL BuyFWL SellFWL BuyFWL Sell
Australian dollar
0.91890.92630.910 00 .9173
United States dollar
0.60060.60540.60530 . 6101
Great British pound
0. 43910.44260.47960.4834
Euro
0. 51340 . 51750.56660. 5712
7071
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Independent
Auditor’s
Report
73
Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited and its subsidiaries
(the ‘Group’), which comprise the statement of financial position as at 30 June 2025, and the income
statement, statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the financial statements, including material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 25 to 71, present
fairly, in all material respects, the financial position of the Group as at 30 June 2025, and its 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, we have no relationship with or interests in the Company or any
of its subsidiaries, except that partners and employees of our firm deal with the Company and its
subsidiaries on normal terms within the ordinary course of trading activities of the business of the
Company and its subsidiaries.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the consolidated
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 $480,000.
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.
73
Key audit matter How our audit addressed the key audit matter
Impairment testing of intangible assets with indefinite
useful life and goodwill
As disclosed in Note 21, the Group has $35.1m of intangible
assets with indefinite useful lives at 30 June 2025, of which
$16.3m relates to goodwill.
The Group has assessed the value of the goodwill and
intangible assets by determining the recoverable amount of
the Group’s cash generating unit, being the whole business,
through value in use calculations. The value in use is
determined using discounted cashflow analysis involving key
inputs such as forecast earnings before interest and tax over
a five-year period (based on the budget for the next financial
year and with an estimated growth rate applied thereafter),
capital expenditure during this period, a terminal value
growth rate and the pre-tax discount rate (‘discount rate’).
The impairment testing of intangible assets is a key audit
matter due to the estimates and judgement involved in
determining the recoverable amount of the cash generating
unit including the appropriateness of the level of cash
generating unit at which the intangible assets are tested for
impairment.
We have evaluated the appropriateness of the identification of the cash
generating unit and the Group’s value in use calculations by performing
the following:
• Challenging the appropriateness of the identification of the cash-
generating unit by considering if the cash generating unit is the
lowest level at which there are independent cash flows;
• Testing the value in use calculations for arithmetic accuracy;
• Comparing forecast performance with the approved financial year
budget;
• Challenging management’s assumptions used in the forecasted
financial performance based on our knowledge of the Group’s
operations, the past performance and market conditions;
• Assessing the historical accuracy of the Group’s previous forecasts
by comparing prior period budgets to actual performance;
• Involving our internal valuation specialists in assessing the
reasonableness of the discount rate, growth rate and terminal
growth rate used;
•Performing sensitivity analysis on the earnings growth rate, terminal
growth rate, discount and capital expenditure to determine the
extent to which any changes in these inputs would result in
impairment in the goodwill and indefinite life intangible assets;
• Reperforming the calculation of the carrying amount of the cash
generating unit; and
• Evaluating the appropriateness of the related disclosures.
Valuation of land, buildings, land improvements and
bearer plants
As disclosed in Note 19 of the financial statements, the
Group has recorded the following assets at fair value:
Freehold land $43.8 million
Freehold buildings $30.6 million
Land improvements $8.4 million
Bearer plants $18.9 million
$101.7 million
Independent valuers determined the fair values at balance
date. The valuations of freehold land, land improvements and
bearer plants are prepared using a "comparative sales" basis
and include an assumption over the comparability of certain
key inputs, such as grape varietal, soil quality and access to
water.
The valuation of freehold buildings are prepared using either a
combination of income or replacement cost methods and
include assumptions for estimated rental, capitalisation
rates and estimated replacement costs.
The valuers have determined a value for each property as a
whole taking into account the valuation methods above and
current market conditions to arrive at a range of valuation
outcomes, from which they derive a fair value estimate.
The valuation of these assets is a key audit matter due to the
subjective judgements and assumptions in the valuations.
We have evaluated the appropriateness of the valuation in respect of
the land, buildings, land improvements and bearer plants by performing
the following:
• Assessing the independence, objectivity and competence of the
valuer;
• Holding discussions with the valuer to understand the procedures
and processes they performed in undertaking the valuations and
the methodology used. We discussed the following:
‒ Valuation methodology used for each asset type and
comparative sales transactions used given the current
market conditions;
‒ How those current market conditions were reflected in the
valuations;
‒
How they obtained knowledge of the characteristics of each
vineyard, for example by site inspection to confirm soil type,
location and grape varietal; and
‒ How they have determined the key inputs for each asset
type;
•Involving our internal valuation expert to consider and challenge
the reasonableness of the assumptions and valuation
methodology applied;
•Challenging a sample of key inputs used in the valuations against
available market information; and
Evaluating the related disclosures and the risks attached to them which
are included in Note 19 to the consolidated financial statements.
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.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
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.
Bryce Henderson, Partner
f
or Deloitte Limited
Auckland, New Zealand
28 August 2025
This audit report relates to the consolidated financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30 June 2025 included on the Company’s
website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to report on the integrity of the
Company’s website. We accept no responsibility for any changes that may have occurred to the consolidated financial statements since they were initially presented
on the website. The audit report refers only to the consolidated financial statements named above. It does not provide an opinion on any other information which may
have been hyperlinked to/from these consolidated financial statements. If readers of this report are concerned with the inherent risks arising from electronic data
communication they should refer to the published hard copy of the audited consolidated financial statements and related audit report dated 28 August 2025 to
confirm the information included in the audited consolidated financial statements presented on this website.
73
Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited and its subsidiaries
(the ‘Group’), which comprise the statement of financial position as at 30 June 2025, and the income
statement, statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the financial statements, including material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages25to71,present
fairly, in all material respects, the financial position of the Group as at 30 June 2025, and its 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 theAuditor’s Responsibilities for the Audit of the Consolidated
Financial Statementssection 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)i ssued by the New Zealand Auditing and Assurance Standards Boardand
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 accordancewith these requirements.
Other than in our capacity as auditor,we have no relationship with or interests in the Company or any
of its subsidiaries, except that partners and employees of our firm deal with the Company and its
subsidiaries on normal terms within the ordinary course of trading activities of the businessof the
Company and its subsidiaries.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the consolidated
financial statements of theGroup 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 $480,000.
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.
7475
For the year ended 30 June 2025
Corporate
Governance
Statement
This statement is designed to provide an overview for Shareholders to reflect the main governance policies and practices
adopted or followed during the financial year ended 30 June 2025 and has been approved by the Board. For further
information refer to the Company’s website (www.foleywines.co.nz).
The Board is committed to high standards of best practice corporate governance and ethical conduct as being integral to
overall business integrity and to delivery of long-term shareholder value.
Foley Wines Limited’s (FWL) shares are listed on the NZX Main Board. In this statement we disclose the extent to which
the Board believes that the Group’s policies and practices have complied with the NZX Corporate Governance Code
2025 (NZX Code), or where applicable, an explanation as to why a recommendation was not followed and any alternative
practice followed in lieu of the recommendation.
NZX CODE
PRINCIPLE 1 – ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
CODE OF ETHICS
The Board maintains a Code of Ethics Policy Statement, reviewed at least bi-annually, to underpin FWL’s vision and
values and expected standards of conduct for Directors and employees.
The Group expects its Directors and employees to act in the best interests of the Company, its Shareholders and stakeholders
and maintain the highest standards of honesty, integrity and ethical conduct in day to day behaviour and decision making.
They must be objective, apply skill and professional competence, and keep information that they obtain in their role
confidential.
New Directors and employees are provided with a copy of the Code of Ethics as part of the induction process and advised
that this is also available on the Group’s website. All Directors and employees must provide acknowledgement that they
have read and understood the content. When the Code is reviewed by the Board a copy of the revised Code is circulated
to all current employees as a reminder of its content.
The Code requires Directors and employees to promptly report material breaches of the Code and sets out a procedure
for doing so.
The Code was last reviewed by the Board in August 2025.
FINANCIAL PRODUCT DEALING POLICY
The Board maintains a Financial Product Dealing Policy that explains what processes are in place to manage the legal
and reputational risks associated with director and staff share trading to provide transparency about expectations and
requirements to protect them from the risk of breaching insider trading laws. In particular:
• directors and employees may not buy or sell FWL shares in the trading “black-out” periods set out in the Policy (these
periods occur prior to the release of FWL’s financial results to the market); and
• directors and employees must obtain consent from the Board to buy or sell FWL’s shares.
Training on the Policy is included as part of the induction process for new directors and employees and a copy of the Policy
is available on the Group’s website.
The Policy was last reviewed by the Board in August 2025.
Corporate Governance
Statement
77
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Corporate Governance
Statement
(continued)
Corporate Governance
Statement
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience
and perspectives.”
BOARD CHARTER
The Board operate under a written charter which sets out the respective roles, responsibilities, composition and structure
of the Board and senior management, and this is available on the Group’s website.
The Directors are responsible, collectively as the Board under its Chairman, for the success of FWL and are accountable
to shareholders for the Company’s overall ethical conduct, strategic development, annual performance and long-term
sustainable increase in shareholder value.
The Board exercises its powers on behalf of all Shareholders, except for those powers specifically required to be exercised
by Shareholders by law, the NZX Listing Rules or the FWL Constitution. Except for powers specifically reserved to the
Directors under the Companies Act or the Delegated Authorities Policy, the Board in turn delegates authorities to the
Chief Executive Officer (CEO), with sub-delegations to members of the Management Team, with the CEO (Executive
Director) responsible for the day-to-day management of the FWL business and delivering against the agreed strategic
plans, operating budgets and performance targets.
The Role of the Board is to provide the overall framework for governance, accountability, risk control and deliverability
of the strategic and operating plans. To do so the Board meets with management normally at approximately quarterly
intervals, and more frequently if warranted, otherwise contact shall occur via email or teleconference to ensure Directors
are fully apprised about key Company activities and issues.
The Chairman, on behalf of the Board, is the formal channel of communication to external stakeholders and to the CEO
who in turn has delegated responsibility for management and staff and for achieving agreed policies, business strategies,
operating plans and budgets. The CEO reports regularly to the Chairman on critical issues being faced by the Company,
as well as progress being made against strategic plans.
In addition to the foregoing, the Directors are responsible for preparing and providing to Shareholders the financial
statements, as prescribed in the Financial Reporting Act. These shall give a true and fair view of the financial (and
operational) state of affairs of FWL for the period, as portrayed in the Income Statement, Statement of Comprehensive
Income, Statement of Changes in Equity, Statement of Financial Position and Statement of Cash Flows. The financial
statements are unaudited for the half-year report but must be audited by the External Auditor for the full financial year
report ended 30th June.
The Board Charter is reviewed at least every two years and was last reviewed in August 2025.
DIRECTOR NOMINATION
The responsibility for identifying suitable candidates for recruitment to the Board, is undertaken by the Board, drawing
on advice from independent consultants as appropriate. Nominated candidates are assessed against a number of criteria
which include character, background, professional skills and experience, and their availability to commit to the role. The
Board also considers the Composition of the Board requirements contained in the Constitution and the NZX Listing Rules.
Under the Constitution there shall be a minimum of 3 Directors and the maximum number of Directors may be determined
from time to time by the Board, and unless so determined, is 8. The Board is therefore authorised to appoint one or
more additional Directors to fill a casual vacancy or to expand the Board for increased effectiveness or to help meet the
Company’s objectives.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)
DIRECTOR NOMINATION (CONTINUED)
Under the NZX Main Board Listing Rules a minimum of two Directors must be ordinarily resident in New Zealand and
two Directors must be independent, as defined in the NZX Listing Rules. The NZX Code recommends that the Board
consists of a majority of Independent Directors, that Board Chairman is independent and that the Board Chairman and the
CEO are different people.
Directors are elected by shareholders at the first annual meeting after appointment. After that, at each annual meeting,
the NZX Listing Rules and the Company’s Constitution require Directors to retire after they have served three years
since their last election. Directors who have served for more than nine years on the Board shall retire annually. Retiring
Directors are eligible for re-election.
INDEPENDENCE
During the current financial year there were four Non-Executive Directors, three of which were independent, including the
Board Chair, and one Executive Director. Details of all Directors as at the date of this report, including their qualifications,
length of service and experience, independence and ownership interests, are shown in Section 1 of the Statutory Information
section of this Annual Report. A director’s interests, position and relationships as well as the factors set out in Table 2.4
of the NZX Code have been considered holistically in determining the director’s independence status. The Board Chair is
a different person to the CEO.
In order to ensure that any “interest” of a Director in a particular matter to be considered by the Board are known by
each Director, the Company has developed protocols, consistent with obligations imposed by the Companies Act 1993, to
require each Director to disclose any relationships, duties or interests held that may give rise to a potential conflict.
WRITTEN AGREEMENT
The Company provides a letter of appointment to each newly appointed Director setting out the terms of their appointment.
The letter includes information regarding expected time commitments, the board’s responsibilities, remuneration,
independence requirements, disclosure requirements, confidentiality obligations, indemnity and insurance provisions,
intellectual property rights and cessation of appointment.
DIVERSITY
The Board maintains a Diversity and Inclusion Policy that provides a framework to embed and support a diverse workforce
and inclusive workplace environment. The Policy sets out how FWL will set measurable objectives for achieving diversity
and inclusion, and how it will assess its progress towards achieving these objectives. The Policy also sets out the diversity
and inclusion initiatives FWL currently has in place, together with the initiatives it is currently implementing. A copy of
the Policy is available on the Group’s website.
The Diversity and Inclusion scorecard as at 30 June 2025 was:
Board and Key Management Personnel:
Gender Diversity: At 30 June 2025 the Directors were all Male (5) (2024: Male 100%) and the Key Management Personnel
were 60% Male (3) and 40% Female (2) (2024: Male 60%; Female 40%).
For all employees at 30 June 2025 based on information provided by employees:
Gender Diversity: 45% were Male and 55% were Female (2024: Male 43%; Female 57%).
Ethnic Diversity: Ethnicity they identify with: European 74%; Māori 9%; Pacific 3%; Asian 7%; and Other 7% (2024:
European 75%; Māori 6%; Pacific 4%; Asian 9%; and Other 6%).
Age Breakdown: < 20 3%; 20-29 13%; 30-39 29%; 40-49 27%; 50-59 19%; 60-69 8%; 70-79 1% (2024: < 20 3%; 20-29
10%; 30-39 30%; 40-49 30%; 50-59 20%; 60-69 7%).
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FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Corporate Governance
Statement
(continued)
Corporate Governance
Statement
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)
BOARD PERFORMANCE EVALUATION AND TRAINING
All Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election of
a Non-Executive Director to the Board. The findings of the performance review process are used to identify, assess and
enhance Director competencies and to define characteristics or skills which should be sought in future Board candidates.
The Board undertakes a performance evaluation of the Board and its members bi-annually. Directors undertake appropriate
training to remain current on how best to perform their duties as directors of the Company.
PRINCIPLE 3 – BOARD COMMITTEES
“The Board should use committees where this will enhance its effectiveness in key areas, while still
retaining board responsibility.”
To enhance the effectiveness of the Board there is an Audit and Risk Committee. Due to the size of the Board all other
matters including Remuneration matters are considered by the full Board. The Board may establish an ad hoc Committee
at any appropriate time to consider a special issue.
The committees have their own charters setting out the objectives, composition, and responsibilities of the committee.
The Board will periodically review the charters. The Board Chairman may not be the Chairman of the Audit and Risk
Committee. A quorum shall be two Committee members, including the Committee Chairman. Any Director may attend
any Committee meeting as an observer if he/she so wishes. The Committee may request the CEO, Chief Financial Officer
and/or any Management Team member to attend.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee comprises of three Directors: Grant Graham (Chairman), Anthony Anselmi and Paul
Brock, and meets formally a minimum of two times during the financial year. The Board is of the opinion that sufficient
financial expertise and knowledge of the industry in which the Company operates is possessed by the members of the
Audit and Risk Committee. Details of the qualifications of the Audit and Risk Committee members are set out in Section
1 of the Statutory section of this Annual Report. The primary objective of the Audit and Risk Committee is to assist the
Board of Directors in fulfilling its responsibilities relating to annual reporting, tax planning and compliance, and risk
management practices.
TAKEOVER POLICY
The Takeover Policy sets out the procedure to be followed if there is a takeover offer for FWL. A copy of the Policy is
available on the Group’s website. This Policy is reviewed by the Board at least bi-annually or as required due to legislation
changes. It was last reviewed in August 2025.
PRINCIPLE 4 – REPORTING & DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and
balance of corporate disclosures.”
CONTINUOUS DISCLOSURE
FWL’s Continuous Disclosure Policy sets out FWL’s arrangements to ensure material information is identified, reported,
assessed and, where required, disclosed to the market in a timely manner. The Company is committed to providing
relevant and timely information to its shareholders and to the broader market, in accordance with its obligations under the
NZX Listing Rules.
PRINCIPLE 4 – REPORTING & DISCLOSURE (CONTINUED)
CONTINUOUS DISCLOSURE (CONTINUED)
It is the responsibility of the Board to monitor compliance with the Continuous Disclosure Policy. The Board considers at
each board meeting whether any information discussed at the meeting requires disclosure. The Policy is reviewed at least
annually and was last reviewed in August 2025. A copy of the Policy is available on the Group’s website.
CHARTERS AND POLICIES
The key corporate governance documents referred to in this Statement are available on the Group’s website.
FINANCIAL REPORTING
FWL 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 its present and future prospects.
The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,
completeness and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective.
It reviews annual and half year financial statements and makes recommendations to the Board concerning the application
of accounting policies and practices, areas of judgement, compliance with accounting standards, NZX and legal
requirements, and the results of the external audit.
NON-FINANCIAL REPORTING
The Group assesses its exposure to environmental, economic and social sustainability as part of the overall framework for
managing risk (see Principle 6 – Risk Management). The Group is committed to improving standards of environmental
performance to enable a more efficient and sustainable future. Accordingly, the Group follows longstanding practices
around management of environmental factors affecting the business, including strategies relating to water conservation,
viticulture management, sustainable wine growing practices and wetland preservation initiatives. Reporting on these
matters are included in the Director and CEO Report.
PRINCIPLE 5 – REMUNERATION
“The remuneration of directors and executives should be transparent, fair and reasonable.”
REMUNERATION – NON-EXECUTIVE DIRECTORS
Remuneration levels are set at competitive levels to attract and retain appropriately qualified and experienced Directors
taking in to account the responsibilities and time commitments provided by those Directors to the Company in discharging
their duties.
Directors’ fees are recommended to and confirmed by Shareholders’ ordinary resolution at an Annual Meeting. In
accordance with the Listing Rules the Shareholders approve the total aggregate amount of fees payable to all Directors as
Directors’ fees, with the fee allocation to be determined by Directors. Currently the maximum aggregate amount of fees
payable to Directors is $240,000 per annum.
The Company’s policy is to pay all of its Directors in cash. The Directors fees paid during the year are shown in Section
3 of the Statutory Information section of this Annual Report.
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FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Corporate Governance
Statement
(continued)
Corporate Governance
Statement
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
PRINCIPLE 5 – REMUNERATION (Continued)
REMUNERATION – NON-EXECUTIVE DIRECTORS (CONTINUED)
The Board reviews annually and recommends to Shareholders any increase in Directors’ fees. The criteria for reviewing
Non-Executive Director remuneration includes obtaining advice from independent external consultants, where appropriate,
information on Board arrangements for other corporations of similar size and complexity, and the review of current and
expected workloads of non-executive Directors. The Board will continue to review its remuneration strategies in relation
to non-executive Directors from time to time, in line with general industry practice.
REMUNERATION POLICY
The purpose of the Remuneration Policy is to outline the principles and approach to remuneration for all employees and
Directors of FWL and to ensure the principles are fair, reasonable and aligned to FWL’s strategic goals.
The Group is committed to applying fair and equitable remuneration and reward practices in the workplace, taking
into account internal and external relativity, the commercial environment, the ability to achieve the Group’s business
objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to the relevant
competitive market for talent, as well as individual performance against defined key performance objectives, are key
considerations in all remuneration-based decisions.
REMUNERATION – CEO (EXECUTIVE DIRECTOR) AND SENIOR EXECUTIVES
The criteria for reviewing the remuneration for senior executives includes, as appropriate, advice obtained from external
consultants, participation in independent surveys, specific market comparison of individual roles, and level of achievement
against business and personal objectives.
The total remuneration paid to the CEO/Executive Director for the year ended 30 June 2025 is disclosed in Section 3 of
the Statutory Information section of this Annual Report. The remuneration of the CEO comprises both a formal fixed
and variable performance component. Fixed remuneration includes a base salary, car allowance, car parking and a wine
allowance. CEO Mark Turnbull’s annual base salary for the year ended 30 June 2025 was $625,000 (2024: $625,000). A
formal short-term incentive (STI) scheme was implemented from the year ended 30 June 2021 with a target value of 50%
of base salary based on the achievement of predetermined operational profitability targets (EBIT) and other performance
objectives aligned with assessing progress on executing the long-term strategy of the company. The target value for the
current year was $312,500 (2024: $312,500). A maximum amount of $468,750 is payable for outstanding performance.
The Board determines the operating EBIT gateway, objectives, weighting, value, threshold and outperformance criteria
each year. Board discretion on the impact of outside influences applies. During the year the Board approved a STI payment
of $Nil (2024: $Nil). There was no long-term incentive scheme in place during the current or prior year. Mark Turnbull
was paid termination benefits of $1,800,000 during the year. Interim CEO Mike Higgins is employed as a contractor
from Foley Hospitality Limited on an annual fee of $210,000, being 50% of his base salary ($400,000) and car allowance
($20,000). The Interim CEO is eligible for the short-term incentive scheme.
PRINCIPLE 6 – RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.”
Risk management is an acknowledged important factor in corporate governance. The Board is responsible for the Group’s
risk assessment, management and internal control and considers it has carried out a robust risk assessment process. The
Board reviews the risk management framework annually. The Board has identified a number of risks in the Company’s
operations that are commonly faced by other entities in the wine industry. The Board and management of the Company
believe they have taken all reasonable steps to manage and mitigate those risks.
PRINCIPLE 6 – RISK MANAGEMENT (Continued)
In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural techniques
are in place and in practice which the Board and Management considers effectively mitigate this risk.
Brand reputation and brand security is an identified risk that is the subject of ongoing surveillance, and techniques and
practices are in place which the Board and Management considers effectively mitigate this risk.
Supply Chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions to
mitigate the risk of the loss of a single supplier.
Grape supply - The quality and quantity of the grape harvest is dependent on seasonal climatic factors such as frosts,
rainfall, sunshine and temperature. Harsh adverse climatic conditions could affect the quality of grapes and hence
marketable quality of and prices received for the Company’s finished wines. To mitigate this risk the Group has diversified
and is further diversifying its grape supplies and vineyards throughout various regions across New Zealand. The Group
sources grapes from owned or leased vineyards as well as from contract growers.
Resource and Water Supply and Waste Disposal Consents – the Group can only operate with approved resource consents.
These have been obtained and are maintained for all of the Group’s winery sites. The Group ensures it holds water rights
for all foreseeable demands for the wineries and its owned and leased vineyards.
Technology risk, particularly in relation to hacking or illegal access and cyber-attacks, is an identified risk that is the
subject of ongoing surveillance, and techniques and practices are in place which the Board and Management considers
effectively mitigate this risk.
The senior management team regularly complete a risk assessment affecting the business and maintain a risk matrix which
is used to monitor and mitigate these risks. A risk matrix measures the impact of the risk and likelihood of occurrence
and outlines the practices and processes in place to address the identified risk. This is provided to the Audit and Risk
Committee and Board annually. The Group maintains insurance policies that it considers adequate to meet insurable risks
taking into consideration the size and nature of the Company’s business and risk profile.
HEALTH AND SAFETY
The Board has responsibility for ensuring the Company maintains a health and safety management system that meets
best practice standards to protect the health and safety of its employees and contractors engaged by the Company. The
Board maintains a Health and Safety Policy, reviewed annually, to underpin the Company’s commitment to providing a
safe working environment for its employees and contractors. The Board receives a monthly Workplace Health and Safety
Report from the Company’s Health and Safety Manager. The Health and Safety Policy was last reviewed in August 2025.
PRINCIPLE 7 – AUDITORS
“The board should ensure the quality and independence of the external audit process.”
EXTERNAL AUDITOR
The Audit and Risk Committee makes recommendations to the Board on the appointment and removal of the external
auditor. The Audit and Risk Committee ensures that the Key Audit Partner is changed at least every five years. The current
Deloitte Limited Lead Audit Partner Bryce Henderson was appointed from the 2025 Audit.
The Audit and Risk Committee is responsible to ensure the External Auditor’s independence is maintained so that financial
reporting is reliable and credible. The Audit and Risk Committee monitors the nature and extent of other services provided
by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services are complementary to the
external audit and compatible with maintaining external audit independence.
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FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Corporate Governance
Statement
(continued)
For the year ended 30 June 2025
PRINCIPLE 7 – AUDITORS (CONTINUED)
EXTERNAL AUDITOR (CONTINUED)
The External Auditor is responsible for assessing underlying control systems to provide recommendations to the Board so
they can produce accurate and consistent reports on which Shareholders may rely and, to assist meeting this responsibility,
the External Auditor shall have full access to all board papers and minutes and all financial and related records. The Audit
and Risk Committee routinely has time with the External Auditor without management present.
It is paramount the independence of The External Auditor is maintained for Shareholders’ benefit. The Company invites
the External Auditor to attend the Annual Meeting of Shareholders and they are available to answer shareholder questions
about the conduct of the audit and the preparation and content of the auditor’s report..
INTERNAL AUDIT
The underlying internal control and accounting and operational systems determine the accuracy of the financial
statements and results presented to the Board. The Group does not have an internal audit function. Procedures have been
established at the Board and executive management levels that are designed to safeguard the assets and interests of the
Company and ensure the integrity of reporting. The Board acknowledges that it is responsible for the overall internal
control framework but recognises that no cost-effective internal control system will preclude all errors and irregularities.
The Board has undertaken a risk review and considers that the Group have a sound system of internal control which is
operating effectively in all material respects in relation to financial reporting risk.
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with
shareholders that encourage them to engage with the issuer.”
INFORMATION FOR AND COMMUNICATION WITH SHAREHOLDERS
The Group is committed to communicating regularly with Shareholders in an open and transparent way. The Board aims to
ensure that all Shareholders are provided with all information necessary to assess the Group’s direction and performance.
To facilitate this general information flow, the Company maintains a comprehensive website including an investor section
(www.foleywines.co.nz). This contains the constitution, annual and half-yearly reports and financial statements, corporate
governance policies and documents, releases to the NZX or media and any presentations to third parties. Contact details
are provided on the website to allow shareholders to contact the Company. Shareholders are actively encouraged to
received communications from FWL and its Share Registrar electronically.
SHAREHOLDER RIGHTS
In accordance with the Companies Act 1993, FWL’s Constitution, and the NZX Listing Rules, the Group refers any major
decisions which may change the nature of FWL to Shareholders for approval at a Shareholders’ meeting.
Resolutions for which requisite Notice are given are voted upon by way of a poll and on the basis of one share, one vote.
There are no priority or special voting shares.
When the Group is seeking additional equity capital it will offer further equity securities to existing shareholders of
the same class on a pro-rata basis, and on no less favourable terms, before further equity securities are offered to other
investors.
NOTICE OF ANNUAL SHAREHOLDERS MEETING
The Group posts any Notices of Shareholder Meetings on its website as soon as these are available. The general practice
is to make these available not less than four weeks prior to the Shareholders’ meeting.
Statutory
Information
84
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Statutory
Information
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
1. DIRECTOR PROFILES
PAUL BROCK – INDEPENDENT CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR
Paul Brock was appointed to the Board with effect from 1 November 2018 and was appointed Deputy Chairman from
that date. Paul was appointed Chairman of the Board on 1 April 2023 following the resignation of William P Foley II as
Chairman of the Board on 31 March 2023.
Paul Brock was the Kiwibank Group Chief Executive from 2010-2017. He was Co-Founder of the bank which was launched
in 2002. As Group Chief Executive Paul led the Kiwibank Group through a period of rapid growth and diversification into
business banking, wealth management, insurance and asset finance. The bank is now a major player in the New Zealand
market with one in four New Zealanders holding an account with Kiwibank.
Paul has a strong background in governance, management, growth business development, brand development and
marketing. An extensive background in the financial services industry has also included senior management positions
with Westpac and Trust Bank. Paul has been Chairman of Gareth Morgan Investments Ltd and Kiwibank Investment
Management Ltd and the Massey University Business School Advisory Board. He has also been a Director of Kiwi
Insurance Ltd, New Zealand Home Loans Ltd, Kiwibank Custodial Services Ltd, AMP Home Loans Ltd, Kiwi Capital
Securities Ltd, Kiwi Capital Funding Ltd Kiwi Wealth Management Ltd and Cigna Life Insurance New Zealand Ltd.
Paul is currently Chair of Tourism New Zealand, Chair of Chubb Life Insurance New Zealand, a Director of Southern Sky
Dairies Ltd and a Council Member of Massey University.
Paul holds a Bachelors degree in Business Studies from Massey University.
Paul has advised that he is also a Director of the following entities: StratX Limited, Tussock Creek Dairies Limited,
Riversdale Dairies Limited, North South Farms Limited, Owaka Dairies Limited, Five Rivers Dairies Limited, Mount Bee
Dairies Limited, Ten K Dairies Limited, and Two Rivers Dairies Limited, Southern Sky Kiwi Limited.
The Board have determined that Paul Brock is an Independent Director in accordance with the NZX Listing Rules.
ANTHONY ANSELMI O.B.E. – NON-EXECUTIVE INDEPENDENT DIRECTOR
Anthony Anselmi (Tony) was appointed to the Board in September 2012 and is a member of the Audit and Risk Committee.
Tony’s business career began in footwear retail in his late teens, and today the family-owned business owns and operates
retail stores throughout New Zealand and in the State of Victoria, Australia. Tony developed a manufacturing plant in
TeKuiti which supplied footwear to retailer throughout New Zealand. The land containing the factory buildings is now
being redeveloped by Tony, into a new housing precinct. Tony has had considerable experience in farmland development
and dry stock and dairy farming. Tony was a director of the State-Owned Enterprise Forestry Corporation until it was sold
by the Government and Inframax a Local Authority Trading Enterprise. He was for a period Chairman of the New Zealand
Footwear Manufacturers Federation and the King Country Regional Development Council.
Tony has invested with Bill Foley in Foley Holdings New Zealand since 2009.
Tony has advised that he is also a Director of the following entities: Fabia Overland Holdings Company Limited, Fabia
Products Limited, New Zealand Abalone Limited, and William & Monica Anselmi Memorial Family Trust Company
Limited.
The Board have determined that Tony Anselmi is an Independent Director in accordance with the NZX Listing Rules.
The Board carefully considered the effect of Tony having served on the Board for 12 years and determined that he is
sufficiently independent from management particularly considering the recent change in CEO.
Statutory
Information
1. DIRECTOR PROFILES (CONTINUED)
GRANT GRAHAM – NON-EXECUTIVE INDEPENDENT DIRECTOR
Grant Graham was appointed to the Board with effect from 1 February 2019 and as Chair of the Board Audit and Risk
Committee. Grant is Chair of advisory and investment firm Calibre Partners with a strong background in corporate
finance and advisory in valuation and restructuring.
Grant has a Bachelor of Commerce and is a Chartered Accountant with Chartered Accountants Australia New Zealand
(CAANZ) holding a Certificate of Public Practice and CAANZ Licensed Insolvency Practitioner status. Grant is a member
of the Institute of Directors in New Zealand.
Grant has advised that his other current roles include Sleepyhead Group (Director), Phoenix Metal Recyclers (Chair),
Phoenix Metal Recyclers Holdco Limited (Director), Blues Limited Partnership (Director), Blues Management Limited
(Director), Better Blues Company Limited (Director), Old Pueblo Limited (Director), Old Buena Limited (Director),
Halberg Trust Foundation (Trustee) and Anglican Trust Board (Chair).
The Board have determined that Grant Graham is an Independent Director in accordance with the NZX Listing Rules.
WILLIAM P FOLEY II – NON-EXECUTIVE DIRECTOR
William P Foley II (Bill) was appointed to the Board in September 2012 and served as Chairman of the Company until he
resigned on 31 March 2023. Bill was re-appointed to the Board as a Non-Executive Director on 24 January 2025 following
the resignation from the Board of his son Robert P Foley II.
Mr. Foley has served as the Executive Chairman of Fidelity National Financial, Inc. (NYSE: FNF) since October 2006 and,
prior to that, as Chairman of the Board of FNF since 1984. Mr. Foley also served as Chief Executive Officer of FNF from
1984 until May 2007 and as President of FNF from 1984 until December 1994. Mr. Foley serves as a Senior Managing
Director of Trasimene Capital. Mr. Foley also served as the Chairman of Foley Trasimene I from May 2020 until April 2021
and was previously Executive Chairman of Foley Trasimene I from March 2020 until May 2020. Following the merger
of Foley Trasimene I with Alight Solutions, Inc. (NYSE: ALIT) in July 2021, Bill joined the Alight Board of Directors as
the Chairman. Mr. Foley also served as the Chairman of Foley Trasimene II from July 2020 and served on the board of
directors of Paysafe Limited (NYSE: PSFE) until March 1, 2022. Bill served as a Director of Austerlitz I from December
2020 until April 2021, Austerlitz II from January 2021 until April 2021 and served as a Director of Trebia from February
2020 until April 2021. Following the merger of Trebia with System1, Inc. (NYSE: SST) in January 2022 Bill joined the
combined board. He has served on the board of Jena Acquisition Corp and Friedland Acquisition Corp since June 2021.
Mr. Foley served as the Chairman of Cannae Holdings (NYSE: CNNE) since July 2017 and CEO until May 2025 when he
assumed the role of Vice Chairman. Mr. Foley also serves as the Chairman of Dun & Bradstreet (NYSE: DNB), which is
a Cannae Holdings portfolio company. Mr. Foley also serves as the Chairman of Jena Acquisition Corporation II (NYSE:
JENA) since March 2025. Within the past five-years, Mr. Foley served as the co-Executive Chairman of FGL Holdings
from April 2016 to June 2020, and as a director of Ceridian from September 2013 to August 2019. Mr. Foley also serves on
the board of directors of the Foley Family Charitable Foundation and the Folded Flag Charitable Foundation.
Some additional positions Mr. Foley holds include Chairman of Glacier Restaurant Group, LLC, the largest restaurant
business headquartered in Montana, Chairman of the Foley Entertainment Group, which was formed in 2021 and features
a variety of properties including the NHL’s Vegas Golden Knights, the AHL’s Henderson Silver Knights, the IFL’s
Vegas Knight Hawks, Lee’s Family Forum, 27 North, Hotel Californian, Black Walnut Inn & Vineyard, Farmhouse Inn,
MacArthur Place and Whitefish Mountain Resort, Developer of the Rock Creek Cattle Company, a 30,000-acre working
Montana ranch, featuring diverse homesteads, a well-appointed lodge for recreation and dining, and an exceptional golf
course designed by Tom Doak that has been named among America’s top 100 golf courses by Golf Digest.
8687
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Statutory
Information
(continued)
Statutory
Information
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
1. DIRECTOR PROFILES (CONTINUED)
WILLIAM P FOLEY II – NON-EXECUTIVE DIRECTOR (CONTINUED)
Mr. Foley also is Chairman and CEO of Foley Family Wines Holdings, Inc., which is the holding company of numerous
vineyards and wineries located in the U.S. and in New Zealand. Mr Foley, also is the Executive Chairman and Chief
Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas
Golden Knights, a National Hockey League.
Mr. Foley’s qualifications to serve on the Board include his 30 plus years as a director and executive officer of FNF, his
experience as a board member and executive officer of public and private companies in a wide variety of industries, and
his strong track record of building and maintaining shareholder value and successfully negotiating and implementing
mergers and acquisitions.
The Board have determined that William P Foley II is not an Independent Director in accordance with NZX Main Board
Listing Rule 2.6.1 due to him being a substantial product holder.
ROBERT P FOLEY II – NON-EXECUTIVE DIRECTOR
Robert P Foley II (Rob) was appointed to the Board on 1 April 2023 following the retirement from the Board of his
father William P Foley II and resigned on 24 January 2025. Robert Foley is currently the CEO for the Henderson Silver
Knights ice hockey club as well as President of Foley Family Farms which currently farms 5,000 acres of vineyards across
California and Oregon. Robert’s professional career began in 2010 at Chalk Hill Winery in Sonoma California in the
hospitality department and cellar door. In 2014 he transitioned to a regional beverage distributor, Epic Wines and Spirits,
as a brand manager before moving to Las Vegas Nevada in 2016 to join the hockey operations department with the NHL
expansion franchise Vegas Golden Knights. Robert works closely with the management team of Wharekauhau Country
Estate located near Palliser Bay NZ.
Robert has a Bachelor of Business Administration degree from Chapman University.
Robert has advised that he is also a director of Black Knight Football Club GP Ltd and Winter Sports Incorporated and
Chair of Henderson Silver Knights Foundation and Jr. Golden Knights Foundation.
The Board have determined that Robert Foley was not an Independent Director in accordance with NZX Main Board
Listing Rule 2.6.1 due to him being the son of William P Foley II and Carol J Foley, substantial product holders.
ANTONY MARK TURNBULL – CEO (EXECUTIVE DIRECTOR)
Antony Mark Turnbull (Mark) was appointed Chief Executive Officer and Director of the Company in September 2012
and stepped down as a Director on 17 February 2025 and as CEO on 30 April 2025. Mark’s career started as an accountant
with Ernst and Young, then for the next 18 years was Managing Partner of the brand consultancy Designworks. Mark
was Chairman of the New Zealand Wine Fund when it was acquired by Foley Family Wines in 2009. In 2011 Mark
had a sabbatical year and attended London Business School where he completed a Masters of Science in Leadership and
Strategy with Distinction. Mark is a Chartered Accountant with Chartered Accountants Australia and New Zealand.
2. INTEREST REGISTERS
The following entries were recorded in the Directors’ interest register of the Company during the year:
SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED
There were no share transactions during the year (2024: Nil).
SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED SUBSIDIARY COMPANIES
There were no share transactions during the year (2024: Nil).
20252024
$’000$’000
TRANSACTIONS
Certain Directors have interests in contracts with Foley Wines Limited.
AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
6098
AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
229186
AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
99113
PR Brock (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
31–
PR Brock (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
111–
PR Brock (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
70–
LOANS TO DIRECTORS
No loans to directors were authorised during the year.
INDEMNITY AND INSURANCE
The Directors’ and Officers’ liability insurance is held to cover risks normally covered by such policies arising out of acts
or omissions of directors and employees in their capacity as such except for specific matters which are expressly excluded.
3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER
Directors of the Company during the year and remuneration and other benefits paid to directors by the Company were as
follows:
20252024
$’000$’000
DIRECTORS’ FEES
PR Brock
8080
A J Anselmi
5050
GR Graham
6060
RP Foley II
2850
WP Foley II
22–
8889
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
Statutory
Information
(continued)
Statutory
Information
(continued)
For the year ended 30 June 2025For the year ended 30 June 2025
3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER
(CONTINUED)
REMUNERATION AND OTHER BENEFITS
AM Turnbull was a Director and the Chief Executive Officer during the year, until he stepped down on 30 April 2025, and
as such did not receive Director’s Fees. Remuneration and other benefits paid to Executive Directors during the year was
$2,385,000 (2024: $669,000). The remuneration for the current year included a base salary of $625,000 (2024: $625,000)
and termination benefits of $1,800,000. There was no bonus approved by the Board under the short-term incentive scheme
in the current or prior year. There was no long-term incentive scheme in place during the year.
MEETING ATTENDANCE REGISTER
The attendance of Directors of the Company at Board meetings and Board Audit and Risk Committee meetings were as
follows:
20252024
2025Audit & Risk2024Audit & Risk
BoardCommitteeBoardCommittee
PR Brock
8 / 83 / 46 / 62 / 2
A J Anselmi
8 / 84 / 46 / 62 / 2
GR Graham
8 / 84 / 46 / 62 / 2
AM Turnbull
6 / 63 / 36 / 62 / 2
RP Foley II
4 / 5N/A6 / 6N/A
WP Foley II
3 / 3N/AN/A N/A
4. EMPLOYEES’ REMUNERATION
Section 211(1)(g) of the Companies Act 1993 required disclosure of remuneration and other benefits, including redundancy
and other payments made on termination of employment, in excess of $100,000 per year, paid by the Company or any of
its subsidiaries worldwide to any employees who are not Directors of the Company:
Number of Employees
$100,000–$109,9991
$120 ,0 0 0 –$129,9 9 93
$130,0 0 0 –$139,9 9 93
$140,000–$149,9991
$150,0 0 0 –$159,9 9 91
$16 0,0 0 0 –$169,9 9 91
$18 0,0 0 0 –$189,9 9 91
$210,0 0 0 –$219,9 9 91
$220,000–$229,9991
$230,000–$239,9991
$290,000–$299,9991
$300,000-$309,9991
5. DONATIONS
Foley Wines Limited made no cash donations during the year (2024: $Nil).
6. SHAREHOLDER BREAKDOWN
Number of Total shares % of share
Shareholding as at 30 June 2025shareholdersheldCommittee
1-1,000578198,8400.30%
1,001-5,000292820,7831.25%
5,001-10,000124945,0401. 4 4%
10,001-50,0001222,625,5023.99%
50,001-100,000221, 569,8222.39%
100,000+2259, 576 ,16190.63%
1,16 06 5, 736 ,14 8100.00%
7. DIRECTORS’ SHAREHOLDING
As at 30 June 2025 Directors held the following direct interests in the Company.
WP Foley – Individually and with CJ Foley held a direct interest in Foley Wines Limited (FWL) of 63.2% through
his, and his Trust’s, shareholding in a number of US entities including the owners of FFW Opco, LLC, the majority
shareholder of Foley Holdings New Zealand Limited (FHNZL) which is the New Zealand based parent company and
majority shareholder of FWL, through his shareholding in FHNZL and through the ownership of 8,981,487 ordinary
FWL shares (2024: 63.2%). This interest was 66.5% including the shares to be issued under the Convertible Note (note
14) (2024: 66.4%).
AJ Anselmi – held a direct interest in FWL of 1.7% through his shareholding in FHNZL (2024: 1.7%). This interest was
1.8% including the shares to be issued under the Convertible Note (note 14) (2024: 1.8%).
AM Turnbull – held a direct interest in FWL of 1.2% (2024: 1.2%) through his shareholding in FHNZL (1.15%; 2024:
1.15%) and through the ownership of 60,347 ordinary FWL shares (0.09%; 2024: 0.09%). This interest was 1.3% including
the shares to be issued under the Convertible Note (note 14) (2024: 1.3%).
9091
FOLEY WINES LIMITED | ANNUAL REPORT 2025FOLEY WINES LIMITED | ANNUAL REPORT 2025
For the year ended 30 June 2025
Statutory
Information
(continued)
For the year ended 30 June 2025
8. 20 LARGEST REGISTERED HOLDERS
Ordinary% of share
Ordinary shares held at 30 June 2025:shares heldcapital
Foley Holdings New Zealand Limited *
34,708,79652.80%
WP Foley II & CJ Foley *
8 ,981, 4 8713.66%
National Nominees New Zealand Limited on behalf of Milford Asset
Management Limited *
3,792,5535.77%
Accident Compensation Corporation
2, 4 6 6 ,1233.75%
Lion NZ Limited
2,027,0273.08%
New Zealand Permanent Trustees Limited - NZCSD
958,0001. 46%
Alfa Lea Horticulture Limited
903,3301.37%
Sky Hill Limited
9 01,8121.37%
JP Morgan Chase Bank NA NZ Branch – Segregated Clients Acct - NZCSD
773,0951.18%
NZ Depository Nominee Limited
592,0690.90%
Custodial Services Limited
503,9720.77%
Public Trust RIF Nominees Limited - NZCSD
332,7270. 51%
JD Croft
322,3880.49%
Hannah Laurenson
272,5070 . 41%
Kynance Holdings Limited
215,9 240.33%
MG Fairhall
208,2920.32%
FNZ Custodians Limited
206,2040 . 31%
CM & BW Doig
198, 7940.30%
Bnp Paribas Nominees NZ Limited
193,10 00.29%
Orchard Investments P/S Account
160,0000.24%
Sub-total
58 , 719, 20 089. 33%
Others (1,140 Shareholders)
7, 016 , 9 4 810.67%
TOTAL
6 5, 736 ,14 8100.00%
* These shareholders are substantial product holders as defined in Section 274 of Sub-part 5 of Part 5 of the Financial
Markets Conduct Act 2013 as they have a substantial holding in the Company.
9. NZX WAIVERS
No waivers were granted in the current or prior year.
10. SHAREHOLDER INFORMATION
August 2025 Annual Report Published
November 2025 Annual Shareholders Meeting
DIRECTORS:
PR Brock (Chairman)
AJ Anselmi
GR Graham
RP Foley, II (until 23 January 2025)
WP Foley, II (appointed 24 January 2025)
AM Turnbull (CEO) (Director until 17 February 2025)
HEAD OFFICE ADDRESS:
13 Waihopai Valley Road
RD6, Blenheim, 7276, Marlborough, New Zealand
Telephone +64 3 572 8200
Facsimile +64 3 572 8211
POSTAL ADDRESS:
PO Box 67, Renwick 7243, Marlborough, New Zealand
EMAIL:
info@foleywines.co.nz
WEBSITES:
www.foleywines.co.nz
www.grovemill.co.nz
www.vavasour.com
www.tekairanga.com
www.martinborough-vineyard.co.nz
www.mtdifficulty.nz
www.lighthousegin.co.nz
NATURE OF BUSINESS:
Production and distribution of wine
AUDITORS:
Deloitte Limited, Auckland
SOLICITORS:
Bell Gully, Auckland
Jennifer Mills & Associates, Auckland
BANKERS:
Bank of New Zealand, Auckland
REGISTRATION NO.
307139
REGISTERED OFFICE:
13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand
SHARE REGISTRAR:
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
PO Box 91976, Auckland 1142
Telephone +64 9 375 5998
Email: enquiries.nz@cm.mpms.mufg.com
(please quote CSN or shareholder number)
Website for shareholders to change address or payment instructions or view
investment portfolio: https://nz.investorcentre.mpms.mufg.com
SHARE TRADING:
NZX – NZSX Market
Security Code “FWL”
Investors who wish to access the Foley VIP Cellars online store, please email
info@foleywines.co.nz
Company
Directory
93
FOLEY WINES LIMITED | ANNUAL REPORT 2025
92
FOLEY WINES LIMITED | ANNUAL REPORT 2025
Investors who wish to join the
Foley VIP Cellars, please email
info@ foleywines.co.nz
made by land & hand
---
STRONG SALES RESULTS FOR FOLEY WINES
IN CHALLENGING YEAR FOR INDUSTRY
28 AUGUST 2025 – Foley Wines released the Company’s Annual Report to June 2025 to the New Zealand
Stock Exchange today.
Performance Overview:
Bottled sales revenue $66,375,000 (up 6%)
Case sales 610,000 (up 9%)
Operating earnings $1,388,000 (down 66.4%)
(Loss) after tax $(1,857,000) (down 54.5%)
Operating EBITDA $12,628,000 (down 21.9%)
Foley Wines Interim CEO Mike Higgins said, “despite the 2025 financial year being challenging for the Company and
the New Zealand wine industry, I am pleased to report that we have had a record year for case sales. Whilst the wider
market for packaged wine was down 7% on last year, our case sales were up 9% in the same period, with export case
sales up 14.6%. This demonstrates our premiumisation strategy and the Company’s continued focus on developing
strong routes to market for our brands is delivering results.”
“The size of the 2024 vintage, a decrease of 21% on the previous year’s harvest, meant we had to be very strategic in
terms of where we were going to sell our wines and also focus on selling our premium products,” commented Higgins.
Maintaining focus on selling packaged wine through established channels and assisting retailers with additional
promotional funding to keep the Company’s brands front of mind for consumers was critical.
The focus and investment in Asian markets has delivered material growth, with the Company’s case sales up 115%. “We
expect these markets to grow in the future with an emphasis on our higher end premium wines,” said Higgins. Investing
in the key export markets of Australia, UK and Asia has led to a significant increase in shipments and has meant the
Company is already shipping the 2025 vintage, with inventory generally in balance.
The Company has completed its second year of trading at The Runholder, its Martinborough hospitality venue,
comprising a restaurant, tasting room, cellar door and distillery. “Nearly 50,000 patrons have dined at The Runholder
restaurant since opening, with average spend increasing significantly during this time,’ remarked Higgins. The
Runholder restaurant has been included in the 2025 Cuisine Good Food Guide and both the Mt Difficulty Restaurant
and Cellar Door and The Runholder have been recognised with Gold Qualmark accreditation, the Company reports.
Improvements in environmental sustainability continue to be an imperative for the Company. ‘We have now
transitioned nearly three quarters of our finished packaged wine to the ‘super lightweight’ bottle to reduced our total
glass use and carbon footprint associated with transport and shipping,” commented Higgins. In addition, a solar
expansion programme was completed at the Company’s Grove Mill winery bringing the total kWp at that site to 218.
This enables the site, including the bottling line, to be powered entirety by solar when generation is at its peak. Further,
the Company recently joined Meridian’s Certified Renewable Energy (CER) programme, whereby all energy supplied
by Meridian to the Company is from 100% renewable energy sources.
The Company reports that a final dividend of 2cps fully imputed will be paid for the year ended 30 June 2025.
“Strong distribution channels are evident through record case sales over the past 12 months, however trading conditions
both domestically and globally remain challenging. Our premiumisation strategy continues to deliver strong sales
results and the Company has significant confidence in its business model. We are well positioned to sell through the
2025 vintage and hopefully with a normal 2026 vintage, we will continue to grow in the 2026 financial year as the
market improves,” said Higgins.
-ENDS-
Authorised for public release.
For further information please contact:
Mike Higgins
Interim CEO, Foley Wines Limited
PO Box 67, Renwick, 7243, Marlborough
Tel: +64 21 714 885
Email: mike.higgins@foleywines.co.nz
Notes to Editors:
Foley Wines is a collection of iconic wineries and brands from New Zealand’s most acclaimed wine regions. Each
with a unique story of New Zealand to tell, our wineries are linked by a common unrelenting purpose; to make
great wine that people love to drink around the world – made by land & hand.
Our ambition is to be New Zealand’s most revered wine group. With a portfolio of exceptional quality wines and
our deep belief in building enduring partnerships, we are able to satisfy the most discerning retailers and restaurants
at home and around the world.
Established in 1988 as Grove Mill Wine Company Ltd, the company merged with Foley Family Wines NZ Limited
in September 2012. The Company listed on the NZAX Board of the NZ Stock Exchange when this was first
established in November 2003 and migrated to the NZX Main Board and changed its name to Foley Wines Limited
(ticker code FWL) on 3 December 2018. Foley Wines’ major shareholder is Bill Foley who is a major investor in
the US wine industry.
Foley Wines owns Martinborough Vineyard, Te Kairanga, the Lighthouse Gin brand and the Toast Martinborough
festival in Martinborough, Grove Mill and Vavasour in Marlborough, and Mt Difficulty in Central Otago.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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