Comvita releases results for the year ended 30 June 2025
* EBITDA, Underlying NPBT, Operating cash flow and Net Debt are Non-GAAP financial measures. We monitor these non-GAAP
measures as key performance indicators, in assessing the performance of the core operations of our business.
29 August 2025
Comvita Limited (NZX: CVT) releases results for the year ended 30 June 2025
Comvita Limited (NZX: CVT) today announces its audited financial results for the year ended 30 June 2025. FY25
was another difficult year, with results reflecting significant financial pressure and persistent headwinds across
both external markets and internal operations.
Financial and Operating Summary
• Revenue: $192.4m, down 4.1% vs PCP.
• Gross profit: $82.7m, down 24.0% vs PCP.
• EBITDA*: ($74.2m), down 16.7% vs PCP.
• Underlying NPBT*: Loss ($21.9m), in line with guidance of ($20m) -($24m)
• Reported NPAT: Loss ($104.8m), down 30.3% vs PCP.
• Operating cash flow*: $34.1m, up $28.8m vs PCP.
• Inventory: $89.0m, down significantly (34.4 % improvement vs PCP).
• Net debt*: $62.4m, reduced 21.8% vs PCP.
• Strong market share maintained in high-grade UMF™ honey in China and the US.
• $12.6m cost reductions implemented, with further actions underway
Comvita Chair, Bridget Coates, said: “Comvita’s FY25 performance reflects the full weight of prolonged market
disruption - particularly in China - compounded by internal challenges and limited financial headroom.
“The Company continues to navigate sustained structural pressure in the Mānuka honey sector, with prolonged
oversupply, pricing volatility, and softer consumer demand weighing heavily on margins.
“These external pressures have been compounded by internal complexity, underperforming investments, and the
cost of delivering a significant turnaround. We weren’t fast enough to adjust - and those same market dynamics
have only intensified.
“Limited financial headroom and capital constraints have further restricted the Company’s ability to respond at
pace. As a result, FY25 performance was materially impacted, including significant impairments.
“We recognise the impact this has had on our shareholders and the importance of delivering a clear path forward.
“The Company has taken urgent and decisive action to strengthen its balance sheet and operational footing, and
important progress has been made. Free cash flow is now positive, net debt has been reduced, and greater
discipline has been applied to inventory and cost management. These are early but important signs that the reset
is beginning to take hold.
“However, the scale of the challenges means the reset alone will not be enough to restore balance sheet strength.
That is why, following a comprehensive review of all strategic options, the Board signed a Scheme Implementation
Agreement with Florenz in August.
“In our view, the Scheme provides greater certainty in a difficult environment, a choice for our diverse shareholder
base and the strongest foundation for Comvita’s long-term brand, people, and market leadership.”
Market and industry conditions
The Mānuka honey category is in a period of structural reset following years of oversupply and inconsistent
demand. Profitability across the sector remains under pressure. Consumer behaviour is shifting and the category is
fragmenting, with discount players driving volume at the lower end and pricing pressure escalating across both
online and offline channels.
Industry consolidation is gathering pace, with several brands under financial stress and large global players
entering the market, accelerating commoditisation and raising the bar for innovation.
Comvita is navigating these dynamics while defending premium positioning. Despite a highly challenging
environment, the Company has retained its #1 brand position in core markets and achieved key commercial
milestones, including a strategic agreement with the world’s largest club retailer.
Performance across Comvita’s global markets was mixed in FY25, with strong growth in North America and wider
Asia offset by decline in China, ANZ, and EMEA.
China remained the most challenging market, with sales down 10.9% and profit down 24.8% versus FY24.
Economic slowdown and oversupply pressured margins, and recovery is expected to be slow despite early gains
from distribution resets and structural simplification. Comvita retained its #1 brand with over 50% share, with Q4
improvement led by premium UMF™ and further opportunities in large-scale retail and online channels.
North America delivered strong momentum, with sales up 10.0% and profit up 15.2%. Growth was driven by
expanded distribution with a major retailer, leadership in the Natural Retail Channel and improved e-commerce
capability.
Rest of Asia grew 18.5% versus FY24, supported by stronger distribution and channel execution. Singapore is well
placed for further growth following the HoneyWorld
TM
reset, and volume opportunities remain through expanded
distribution.
ANZ declined, with sales down 13.4% and profit down 32.5%. Weakness in Daigo channels weighed on results,
although non-honey products have stabilised and returned to growth, providing a platform for FY26.
EMEA reported an 8.9% decline in sales but remained profitable. The transition to a distributor-led model in the
UK and Europe improved margins, while the Middle East offers growth potential through pharmacy and wellness
partnerships.
Financial commentary
FY25 revenue was $192.4m, down 4.1% from $200.7m in FY24. The decline was mainly attributable to weaker sales
in Mainland China, partly offset by gains in the USA and Rest of Asia markets. Gross profit of $82.7M ($97.8M pre-
inventory provisions), compared to FY24 $108.9M. The reduction was driven by high-cost honey purchased in
earlier years, combined with price discounting in some markets.
Operating expenses reduced by $11.4m to $114.4m, from $125.8m in FY24 (-9.0%). Cost reduction initiatives,
including saving from headcount and structural adjustments, underpinned the improvement.
Underlying net loss before tax was in line with guidance of ($20m)–($24m) at ($21.9m), versus ($21.6m) in FY24.
Reported net profit after tax was a loss of ($104.8m), including significant impairments and provisions relating to
legacy structural issues, underperforming investments, and the write-down of high-cost inventory built up in
previous years.
Impairments of ($53.9m), inventory provisions of ($15.1m) and fair value write-downs of ($3.5m) have been taken
up in the financial statements. Combined with the underlying net loss before tax of ($21.9m), this resulted in a
reduction in Net Assets to $54.9m (FY24: $156.7m).
The extent of impairments and additional provisions reflects the requirement to present net assets at fair value,
with the recent offer received at $0.80 per share providing the most appropriate reference point for fair value of
the business.
FY25 progress against reset
During the period, Comvita took urgent action to stabilise the business and improve financial resilience. Key
initiatives included:
• $46.8 million inventory vs. FY24
• $17.4 million net debt reduction vs FY24
• $12.6 million in cost savings, with further savings targeted in FY26
• Restructured operations in North America, China and EMEA
• Exited underperforming units; rationalised product lines; simplified supply chain
Banking arrangements
Comvita renegotiated its banking covenants through to 31 December 2025, including waivers for two previously
at-risk covenants and the introduction of a new EBIT covenant, which will be tested quarterly.
The working capital facility has been reduced from $44 million to $24 million and extended through to 31 January
2026, while the core debt facility of $35 million now runs through to 1 March 2026. These revised terms provide
short-term stability, but the Company’s lenders have been clear that a longer-term recapitalisation solution will be
required.
Scheme of arrangement with Florenz
On 18 August 2025, Comvita announced a Scheme Implementation Agreement (SIA) with Florenz Limited, under
which Florenz will acquire 100% of Comvita shares at $0.80 per share - a 56% premium to the 90-day VWAP at the
date of announcement.
The Board unanimously supports the offer, citing the premium to recent trading, the certainty it provides in a
sustained challenging environment, and the liquidity it offers in a historically low-volume stock, subject to the
Independent Adviser concluding in its report that the $0.80 cents per share is within or above its valuation range
for the Comvita shares and there not being a Superior Proposal (as defined in the SIA).
An Independent Adviser’s Report by Grant Samuel will accompany the Scheme Booklet, expected to be distributed
in October 2025. The shareholder vote is planned for November, with implementation targeted for December
2025, subject to conditions being met.
Shareholders are not required to take any action at this stage and should wait to receive and review the Scheme
Booklet before deciding how to vote.
Going concern
The Directors have concluded that the Group will continue to operate as a Going Concern on the following basis:
Current assets exceed current liabilities by $52 million, FY26 forecasts show sufficient cash to meet obligations as
they fall due and the Directors expect a return to profitability, subject to execution.
The proposed Scheme would materially strengthen the Group’s financial position and reduce funding risk. The
board recognises the potential requirement for a longer-term recapitalisation solution if the Scheme does not
proceed.
Taking action: FY26 priorities and outlook
While the Scheme process progresses, Comvita remains firmly committed to business continuity and performance
delivery.
The core financial objective is a return to profitability in FY26. Comvita’s immediate focus is on strengthening the
balance sheet and lifting delivery. Key actions include reducing net debt, delivering further cost savings, and
simplifying overheads and leadership structures to create a leaner, more agile business.
A central priority is to improve gross profit while protecting pricing integrity in premium segments, alongside
regaining share in lower UMF™ product ranges through tighter commercial filters.
Rebuilding the leadership team is also a critical part of the reset. Karl Gradon has begun as CEO, recruitment for a
new CFO is underway, and FY26 will see continued progress to ensure the right capability, alignment, and
structures are in place to drive improved performance.
Looking further ahead, Comvita will continue to defend and grow its number one position in premium Mānuka
globally, expand distribution through its omnichannel capability - particularly online - and optimise its scalable
Mānuka forests and apiary operations for secure, cost-effective supply.
Innovation and category expansion will be pursued with sharper commercial filters and stronger prioritisation.
The Board remains committed to prudent stewardship throughout this period of change, maintaining continuity of
operations and a clear focus on long-term outcomes for shareholders, people, and partners.
Investor Conference Call
Comvita will host a virtual investor conference call today, Friday 29 August 2025 at 11:00am NZST to present the
FY25 results.
Participants can join via: www.virtualmeeting.co.nz/cvtfy25. Please register online 5–10 minutes prior to the start
time.
ENDS
For further information:
Bridget Coates | Comvita
bridget.coates@comvita.com
Media contact
Kate Walsh
021 858 619
kate@katewalsh.co.nz
Background information
Comvita (NZX:CVT) was founded in 1974/5, with a purpose to heal and protect the world through the natural
power of the hive. With a team of 400+ people globally, united with more than 1.6 billion bees, we are the global
market leader in Mānuka honey and bee consumer goods. Seeking to understand, but never to alter, we test and
verify all our bee-product ingredients are of the highest quality in our own government-recognised and accredited
laboratory. We are growing scientific knowledge on Mānuka trees, the many benefits of Mānuka honey and
propolis and bee welfare. We have planted millions of native trees, improving our natural ecosystems and
biodiversity, and mitigating climate change in conjunction with our focus on carbon emissions reduction, while
helping ensure the supply of high quality Mānuka honey. In 2023 Comvita was certified B Corp, a global community
of like-minded companies that strive to balance profit with purpose, seeking to use business as a force for good.
Comvita has operations in Australia, China, North America, Southeast Asia, and Europe – and of course, Aotearoa
New Zealand, where our bees are thriving.
---
Financial
Statements
COMVITA LIMITED
FOR THE YEAR ENDED 30 JUNE 2025
1. Directors' Declaration
2. Consolidated Statements
Consolidated Income Statement 04
Consolidated Statement of Comprehensive Income 05
Consolidated Statement of Changes in Equity 06
Consolidated Statement of Financial Position 07
Consolidated Statement of Cash Flows 08
3. Notes to The Financial Statements
Performance Funding
01 Segments 11 08 Capital and reserves 17
02 Revenue 12 09 Earnings per share 18
03 Other income 12 10 Borrowings 18
04 Operating cash flow 13 11 Finance income & expenses 19
05 Expenses 14
06 Personnel expenses 14
07 Tax 15
Working Capital Assets
12 Inventory 19 16 Property, plant & equipment 21
13 Trade receivables 20 17 Right of use assets and leases 23
14 Sundry receivables 20 18 Intangible assets 24
15 Trade and other payables 20 19 Impairment testing 26
20 Biological assets 32
21 Investments 33
Financial Risk Other Disclosures
22 Market risk 34 26 Share schemes 38
23 Liquidity risk 35 27 Related parties 39
24 Credit risk 36 28 Group entities 40
25 Financial instruments 37 29 Commitments 40
30 Prior period restatements 41
31 Subsequent events 45
4. Audit Report
5. Statutory Information
6. Directory
CONTENTS
3
9
46
53
60
3
The Directors present the financial statements
of Comvita Limited for the year ended 30 June
2025. The report is audited and was authorised
for issue by the Directors
on 28 August 2025.
COMVITA LIMITED FINANCIAL STATEMENTS
APPROVED BY:
For and on behalf of the Board of Directors:
Bridget Coates
Chair
28 August 2025
Michael Sang
Chair of Audit and Risk Committee
28 August 2025
0. Headlines here
3Financial Statements 2025
Directors
Declaration
SECTION ONE:
DIRECTORS DECLARATION
FINANCIAL STATEMENTS
SECTION ONE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
In thousands of New Zealand dollars
Note
30
30 June 2025
30 June 2024
Restated
Revenue2192,428200,683
Cost of sales(109,728)(91,803)
Gross profit82,700108,880
Other income32,7145,251
Marketing expenses(17,535)(24,331)
Selling and distribution expenses(61,195)(59,281)
Administration and other operating expenses5(32,920)(34,900)
Software development expenses(2,750)(7,245)
Operating loss before financing costs(28,986)(11,626)
Finance income11133347
Finance expenses11(8,116)(9,800)
Net finance expenses (7,983)(9,453)
Share of loss of equity accounted associates-(904)
Fair value movement in biological assets20(3,522)336
Impairment and other assets write-downs 19(53,925)(64,190)
Loss before income tax(94,416)(85,837)
Income tax benefit/(expense)7(10,343)5,420
Loss for the year(104,759) (80,417)
Earnings per share:
Basic earnings per share (NZ cents)9(148.76)(114.65)
Diluted earnings per share (NZ cents)9(148.76)(114.65)
The notes on pages 9 to 45 are an integral part of these financial statements
4Financial Statements 2025
FINANCIAL STATEMENTS
Consolidated
Income Statement
SECTION TWO:
Consolidated
Income Statement
CONSOLIDATED STATEMENTSSECTION TWO
The notes on pages 9 to 45 are an integral part of these financial statements
FOR THE YEAR ENDED
In thousands of New Zealand dollars
Note
30
30 June 2025
30 June 2024
Restated
Loss after tax(104,759)(80,417)
Items that are or may be reclassified subsequently to the income
statement
Foreign currency translation differences for foreign operations 1,447(727)
Foreign currency translation differences for equity accounted
investees
-(18)
Effective portion of changes in fair value of cash flow hedges2,3771,655
Foreign investor tax credits-67
Income tax on these items 7(972)(245)
Income and expenses recognised directly in other comprehensive income2,852732
Total comprehensive loss(101,907)(79,685)
5Financial Statements 2025
Statement of
Comprehensive Income
CONSOLIDATED STATEMENTSSECTION TWO
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
In thousands of New Zealand dollars
Share
capital
Foreign
currency
translation
reserve
Hedging
reserve
Retained
earningsTotal
Balance at 30 June 2023 as previously reported199,351(2,656)(584)43,209239,320
Restatement of comparatives(865)(865)
Balance at 30 June 2023 restated199,351(2,656)(584)42,344238,455
Total comprehensive income for the year
Loss for the year –––(80,417)(80,417)
Other comprehensive income (net of tax)
Foreign currency translation differences for
equity accounted investees
–(18)––(18)
Foreign currency translation differences for
foreign operations
–(509)––(509)
Foreign investor tax credits–––6868
Effective portion of changes in fair value of
cash flow hedges
––1,191-1,191
Total other comprehensive income-(527)1,19168732
Total comprehensive income for the year-(527)1,191(80,349)(79,685)
Transactions with owners,
recorded directly in equity
Share based payments–––871871
Dividends paid–––(2,897)(2,897)
Total transactions with owners–––(2,026)(2,026)
Restated balance at 30 June 2024199,351(3,183)607(40,031)156,745
Total comprehensive income for the year
Loss for the year–––(104,759)(104,759)
Other comprehensive income (net of tax)
Foreign currency translation differences for
foreign operations
–1,141––1,141
Effective portion of changes in fair value
of cash flow hedges
––1,711-1,711
Total other comprehensive income–1,1411,711–2,852
Total comprehensive income for the year–1,1411,711(104,759)(101,907)
Transactions with owners,
recorded directly in equity
Share based payments–––6060
Total transactions with owners–––6060
Balance at 30 June 2025199,351(2,041)2,318(144,730)54,898
The notes on pages 9 to 45 are an integral part of these financial statements
6Financial Statements 2025
Consolidated Statement of
Changes in Equity
CONSOLIDATED STATEMENTSSECTION TWO
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
AS AT 30 JUNE 2025
In thousands of New Zealand dollars
Note
30
20252024
Restated
2023
Restated
Assets
Property, plant and equipment
16
28,65672,03472,873
Intangible assets and goodwill
18
-7,35241,754
Right of use assets and leases
17
9,86820,22614,407
Biological assets
20
1,2744,8064,437
Investments--10,234
Loans to equity accounted investees--6,058
Derivatives
22
1,30086648
Deferred tax asset
7
-9,8904,642
Sundry receivable
14
814450450
Total non-current assets41,912115,624154,903
Inventory
12
89,043135,816137,339
Trade receivables
13
21,74628,59736,626
Sundry receivables
14
9,70115,22216,904
Derivatives
22
1,943--
Cash and cash equivalents9,0018,15611,554
Tax receivable71268145
Total current assets131,435188,059202,568
Total assets173,347303,683357,471
Equity
Issued capital199,351199,351199,351
Retained earnings(144,730)(40,031)42,344
Reserves277(2,575)(3,240)
Total equity54,898156,745238,455
Liabilities
Loans and borrowings
10
23,912-64,940
Trade and other payables
15
376296288
Lease liability14,75615,83411,972
Deferred tax liability
7
25721,509
Total non-current liabilities39,04616,70278,709
Loans and borrowings
10
47,44387,863-
Trade and other payables
15
25,22835,89433,989
Lease liability5,5915,7253,386
Tax payable
7
1,1417542,095
Derivatives--837
Total current liabilities79,403130,23640,307
Total liabilities118,449146,938119,016
Total equity and liabilities173,347303,683357,471
The notes on pages 9 to 45 are an integral part of these financial statements
7Financial Statements 2025
Consolidated Statement of
Financial Position
CONSOLIDATED STATEMENTSSECTION TWO
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
In thousands of New Zealand dollars
Note
20252024
Receipts from customers200,213205,334
Receipts from insurance proceeds3
1,7256,512
Receipts from RDTI claim
906-
Receipts from sale of carbon credits
551 -
Payments to suppliers and employees
(168,043)(204,132)
Taxation paid
(1,216)(2,380)
Net cash flows from operating activities434,1365,334
Investment in equity accounted investees
-(2,482)
Proceeds from disposal of investment
-8
Proceeds from disposal of equity accounted investee
-1,932
Loans to equity accounted investees
(383)3,857
Interest from related parties
-28
Payment for the purchase of property, plant and equipment
(3,245)(7,494)
Payment for the purchase of biological assets
-(30)
Receipt for the disposal of property, plant and equipment
5,079-
Acquisition of HoneyWorld - settlement of deferred consideration
(3,106)(7,294)
Payment for the purchase of intangibles
(9)(2,179)
Net cash flows from investing activities(1,664)(13,654)
Repayment of lease liabilities
(7,195)(6,274)
(Repayment of)/proceeds from loans and borrowings
(16,508)22,923
Payment of dividends
-(2,896)
Interest received
8025
Interest paid
(8,023)(8,733)
Net cash flows from financing activities(31,646)5,045
Net increase in cash and cash equivalents826(3,276)
Cash and cash equivalents at the beginning of the year8,15611,554
Effect of exchange rate fluctuations on cash held19(122)
Cash and cash equivalents at the end of the year9,0018,156
Represented as:
Cash and cash equivalents9,0018,156
Total9,0018,156
The notes on pages 9 to 45 are an integral part of these financial statements
8Financial Statements 2025
Consolidated Statement of
Cash Flows
CONSOLIDATED STATEMENTSSECTION TWO
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
ACCOUNTING ENTITY
Comvita Limited (the “Company”) is a Company
domiciled in New Zealand, and registered under the
Companies Act 1993 and listed on the New Zealand
Stock Exchange (“NZX”). The Company is an issuer
in terms of the Financial Reporting Act 2013 and
Financial Markets Conduct Act 2013. The financial
statements of the Group for the year ended 30 June
2025 comprise the Company and its subsidiaries
(together referred to as the “Group”) and the Group’s
interest in equity accounted investees.
The principal activity of the Group is apiary and
forest ownership and management; research,
manufacturing and distributing of Mānuka honey, bee
products and olive leaf products.
BASIS OF PREPARATION
Statement of compliance
The Company is a FMC reporting entity for the
purposes of the Financial Reporting Act 2013 and
under part 7 of the Financial Markets Conduct Act
2013. These financial statements comply with these
Acts and have been prepared in accordance with the
New Zealand Equivalents to International Financial
Reporting Standards and International Financial
Reporting Standards as appropriate for profit-
oriented entities.
The financial statements were approved by the Board
of Directors on 28 August 2025.
Basis of measurement
The financial statements have been prepared on the
historical cost basis except for financial instruments
designated as fair value through other comprehensive
income and biological assets which are measured at
fair value.
The methods used to measure fair values are
discussed further in the respective notes.
Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the Company’s
functional currency. Amounts have been rounded
to the nearest thousand.
Use of estimates and judgements
The preparation of the financial statements
requires management to make judgements,
estimates and assumptions that affect the
application of accounting policies and the reported
amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting
estimates are recognised in the reporting period
in which the estimate is revised and in any future
periods affected.
Key sources of estimation uncertainty are included
in the individual notes in the financial statements:
• Going Concern (Page 10)
• Recoverability of deferred tax assets (note 7)
• Carrying value of inventory (note 12)
• Impairment and measurement of recoverability of
cash generating units (note 19)
• Valuation of biological assets (note 20)
9Financial Statements 2025
Notes to the Financial
Statements
SECTION THREE:
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
GOING CONCERN
It is the conclusion of the Directors that the Group is
a going concern and will continue in operation for the
foreseeable future and the financial statements have
been prepared on that basis.
The Group recognised a net loss after tax of $104.8m
for the year ended 30 June 2025 (FY24: $80.4m).
This includes impairment charges of $53.9m (FY24:
$64.2m), reflecting the write-down of the Group’s
assets to their recoverable amounts (refer to Note 19).
In recent years, significant capital was invested in
brand equity, distribution reach, supply security and
scientific credibility to position the business for growth.
A number of these investments did not meet their
objectives or deliver expected returns, and market
growth has not materialised at the anticipated pace.
This along with pressure from structural changes in
the Mānuka honey sector, softer market conditions
and oversupply have further reduced profitability.
Inventory levels and costs were elevated in recent years
anticipating growth, which added to margin pressure
and contributed to the FY25 result. This has resulted in
elevated debt levels, bank covenant breaches and the
requirement to recapitalise the business.
As at 30 June 2025, the Group had drawn debt
facilities of $71.6m of a total group facility of $94m.
Of the $94m facility, $24m is due to be renewed in
January 2026 and $35m in March 2026 (refer to Note
10).
Prior to balance date the Group had agreed with its
bank syndicate revised covenants including:
• the waiver of the Interest Cover Ratio and Net Core
Debt Leverage Ratio covenants for the quarter
ended 30 September 2025 and half year ended 31
December 2025 that Comvita previously considered
would not be met;
• the introduction of an EBIT covenant for the quarter
ended 30 June 2025, 30 September 2025 and half
year ended 31 December 2025; and
• the introduction of Maximum Capital Expenditure
and Maximum Lease Expense covenants for the year
ended 30 June 2025 and 30 June 2026.
Beyond the 31 December 2025 covenant test date,
the Group is forecasting to breach the Interest Cover
Ratio and Net Core Debt Leverage Ratio covenants
which, unless waived or renegotiated, could result in
the acceleration of the repayment obligations of the
Group’s borrowings, including any additional amounts
borrowed under the remaining undrawn facilities. As
outlined below, the Group has taken mitigating actions
to meet the targets and conditions requested by its
bank syndicate, which provide the Directors comfort
that a satisfactory resolution will be reached with the
bank syndicate, however this cannot be guaranteed.
The mitigating actions taken by the Group to respond
to its operational and liquidity challenges include
cutting costs, simplifying the business where possible,
implementing a new inventory procurement process
which have led to generating positive free cash flows in
FY25 of $25.4m, reduction in debt of $17.4m since FY24
and a budgeted return to profitability in FY26 including
further debt reduction.
The Directors have carefully considered the ability of
the Group to meet its liabilities as they fall due and
continue to operate as a going concern for at least the
next 12 months from the date the financial statements
are authorised for issue. In reaching their conclusion,
the Directors have considered the following factors:
• Current assets exceed current liabilities by $52.0m as
at 30 June 2025;
• Cash flow forecasts for the 12 months following
the approval of these financial statements have
been prepared, incorporating the FY26 budget and
forecast, and indicate sufficient cash flows to meet
obligations as they fall due;
• The FY26 budget has been completed and the
outlook is a return to profitability, albeit subject to
execution risk;
• The Directors have made due enquiry of
Management into the appropriateness of the
assumptions underlying the budget and forecasts
and approved the FY26 budget; and
• On 18 August 2025, the Group entered into a Scheme
Implementation Arrangement with Florenz Holdings
Limited (‘Florenz’) under which Florenz has agreed
to acquire all the shares of Comvita for $0.80 per
share in cash, subject to shareholder and High Court
approval and other customary conditions being met
(refer to Note 32). If this proceeds it will trigger a
review event in the banking arrangements with the
bank syndicate; that could result in the acceleration
of the repayment obligations of the Groups
borrowings however, the Directors note that Florenz
has agreed a standstill on enforcement action with
the Group’s banking syndicate subject to conditions
being met. The Directors believe that Florenz will
bring the capital strength and scale needed to
operate the Group in the current environment
and consider the Scheme a credible and probable
outcome that would materially strengthen the
Group’s access to funding and reduce execution risk
associated with alternative funding strategies.
Accordingly, the financial statements have been
prepared on a going concern basis. However, the
above events and conditions indicate the existence
of material uncertainties that may cast significant
doubt on the Group’s ability to continue as a going
concern in the event the Scheme is not implemented,
and alternative funding cannot be secured. If these are
not achieved, the Group may be unable to realise its
assets and discharge its liabilities in the normal course
of business.
The financial statements do not include any
adjustments that may be required should the Group be
unable to continue as a going concern.
SIGNIFICANT ACCOUNTING POLICIES
Accounting policies, accounting estimates and
judgements that summarise the measurement basis
used and are relevant to the understanding of the
financial statements are provided throughout the
accompanying notes are designated by a shaded area.
STANDARDS, AMENDMENTS AND
INTERPRETATIONS ADOPTED DURING THE YEAR
The following are amended standards that are
issued, but not yet effective. Management is currently
assessing the impact on future financial statements:
- Classification of Financial Assets (Amendments to
NZ IFRS 9 and NZ IFRS 7)
- Presentation and Disclosure in Financial Statements
issued (NZ IFRS18).
10Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
0. Headlines here
11Financial Statements 2025
01. SEGMENTS
The Group has five key geographic segments as set out below:
Greater China: Revenue and related costs of our China and Hong Kong markets
ANZ: Revenue and related costs of our Australia and New Zealand markets
Rest of Asia: Revenue and related costs of our Asia markets excluding Greater China
North America: Revenue and related costs of our North America market
EMEA: Revenue and related costs of our Europe, Middle East and Africa markets
For the year ended 30 June
In thousands of New Zealand dollars
Greater ChinaANZRest of Asia
North
AmericaEMEA
Total
reportable
segments
Other
segmentsTotal
2025202420252024202520242025202420252024202520242025202420252024
Revenue
77,19686,64931,49136,37843,34936,57228,74426,1353,3043,628184,084189,3628,344
11,322
192,428200,684
Contribution
11,61815,4586,95710,3108691,806 5,3674,657360(921)25,17131,3101,7382,08026,90933,389
Impairment expense
(210)(30,648)
--
(4,852)(4,699)--
--
(5,060)(35,347)
-
(68)(5,060)(35,415)
Non attributable (other corporate expenses)
(62,131)(49,930)
Impairment expense – non attributable (note 19)
(48,865)(28,775)
Other income (note 3)
2,7145,251
Financial income and expenses (note 11)
(7,983)(9,453)
Share of loss of equity accounted investees-
(904)
Net loss before tax
(94,416)
(85,837)
Geographical information
30 June 202530 June 2024
In thousands of New Zealand dollars
Revenue
Non-current
assets
Revenue
Non-current
assets
Greater China77,196 4,217 86,6484,507
Australia19,740 1,406 20,913 9,859
New Zealand11,876 33,793 15,834 90,320
Rest of Asia43,349 2,497 36,572 7,799
North America 35,264 - 35,429 439
EMEA3,304 - 3,628 40
Other Countries1,699 - 1,6592,660
Total192,428 41,913200,683 115,624
Figures in the tables reflect information regularly reported to the Chief Executive Officer (CEO) on those key
segments. Segment results that are reported to the CEO include costs directly attributable to a segment as
well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office
expenses.
Segment information is presented in the financial statements in respect of the Group’s contribution segments
which are the primary basis of decision making. The contribution segment reporting format reflects the
Group’s management and internal reporting structure.
Performance is measured based on contribution which is a measure of profitability that the segment
contributes to the Group. Contribution is used to measure performance as management believes that such
information is most relevant in evaluating the results of certain segments. Inter-segment pricing is determined
on an arms-length basis. Geographical information differs from the Contribution Segments as it is based on
the origin of the sale or location of the assets and is not reflective of how it is reported to the CEO.
Contribution Segments
Performance
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
02. REVENUE
The Group generates revenue primarily from the sale of Mānuka honey, other bee products, and olive leaf
products to its customers (wholesale, retail and digital customers). Sales of products are recognised when
control of the goods has transferred to the customer, usually when the goods are delivered. For wholesale
sales, control passes according to individual contract terms.
All sales are net of returns and allowances, trade discounts and volume rebates.
Payment terms vary across customers and regions; however, these are generally payable within 3 months.
03. OTHER INCOME
In thousands of New Zealand dollars
Note30 June 202530 June 2024
Insurance proceeds received6722,060
Government grants
183690
Gain on disposal of equity accounted investee
-1,377
HoneyWorld contingent consideration release15
1,0891,020
Government subsidies
2221
Sale of carbon credits
551-
Other
19783
Total other income
2,7145,251
Government grants
Government grants primarily relate to the New Zealand Research and Development Tax Incentive scheme
(RDTI), but also includes other government grants. The RDTI scheme provides a tax credit on eligible R&D
expenditure. The RDTI scheme includes both core R&D expenditure, as well as other expenses that support
R&D, and is recorded as non-taxable income.
12Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
04. OPERATING CASH FLOW
Reconciliation of the profit for the year with the net cash from operating activities
In thousands of New Zealand dollars
Note30 June 202530 June 2024
Loss after tax
(104,759)(80,417)
Adjustments for:
Depreciation
11,83811,568
Amortisation
4562,287
Impairment19
53,92664,190
Share based payments
661,039
Fair value movement of financial asset - share loans27
1,473136
Fair value movement in biological assets 20
3,522(336)
Share of losses equity accounted investees
-904
Deferred tax in equity
(979)(852)
Loss adjusted for non-cash items
(34,457)(1,481)
Items related to investing and financing activities:
Acquisition of HoneyWorld – working capital items
-(1,745)
Disposal of equity accounted investee
-(1,377)
Interest - net
7,8908,385
Net loss on disposal of property, plant & equipment
237113
Change in other payables
2,454590
Movement in working capital items:
Change in inventories
46,7731,523
Change in trade receivables
6,8518,029
Change in sundry debtors and prepayments
3,7371,358
Change in trade and other payables
(10,914)2,302
Change in employee benefits
328(4,547)
Change in tax payable
654(1,464)
Change in deferred tax
9,320(6,185)
Change in working capital items from foreign currency
translation reserve
1,366(223)
Other movements:
Foreign investor tax credits
-67
Foreign currency reserve
(103)(1)
Net cash from operating activities
34,1365,344
13Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
05. EXPENSES
Administration and other operating expenses
The following items of expenditure are included in administrative expenses:
In thousands of New Zealand dollars
30 June 2025
30 June 2024
Auditors’ remuneration:
KPMG for audit of the financial statements
1,043497
KPMG for other assurance services - GHG inventory emissions
56 75
KPMG for non-assurance services - global mobility
2218
Total
1,121590
Other operating expenses:
Subsidiaries audit fees – other firms
7267
Doubtful debts provision/(recovered)
467(72)
Bad debts written off
2768
Net loss on disposal of property, plant, and equipment
237113
Change in fair value of contingent consideration
-164
Directors’ fees
603605
Directors – other expenses
1818
Other legal and professional expenses
1,236612
Research and development
The Group considers expenditure to be research and development if it meets the definition according to the
New Zealand RDTI scheme. This expenditure is included within cost of goods sold and operating expenses and
recognised in the income statement in the year that it is incurred.
06. PERSONNEL EXPENSES
In thousands of New Zealand dollarsNote30 June 202530 June 2024
Wages and salaries
44,33346,047
Restructure costs
3,599568
KiwiSaver – employer contribution
830880
Movement in long-service leave provision
798
Equity settled share-based payment transactions28
661,038
Total personnel expenses
48,90748,541
14Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
07. TAX
Tax expense
In thousands of New Zealand dollars30 June 202530 June 2024
Loss for the year
(104,759)(80,417)
Total income tax expense/(benefit)
10,343(5,420)
Net loss before tax
(94,416)(85,837)
Tax at 28% NZ company tax rate
(26,436)(24,034)
Tax effect of overseas income
141387
Non-deductible or non-assessable items
16,36717,885
Deferred tax on impaired assets
-(3,775)
Deferred tax not recognised or derecognised
1
19,3371,976
Foreign tax credit written-off
728344
Removal of tax depreciation on commercial buildings
-1,717
Others
20679
Total income tax expense
10,343(5,420)
Tax expense/(benefit) is represented by:
Current tax
1,9901,137
Deferred tax
8,353(6,557)
Total income tax expense
10,343(5,420)
Imputation credits available
4,5774,577
Deferred tax
In thousands of
New Zealand dollars
As at
30 June
2025
Recognised
directly in
profit or
loss
Recognised
in other
comprehensive
income
Recognised
directly in
equity
As at
30 June
2024
Property, plant & equipment
(5,011)
(840)--
(4,171)
Intangible and biological
assets
591
(3,484)--
4,075
Inventory
459
(2,498)--
2,957
Provisions and accruals
1,242
662--
580
Derivatives
(909)
-(666)-
(243)
Other items
290
(162)(306)6
752
Investments
(51)
(889)--
838
Tax losses
3,387
(1,142)--
4,529
Net tax assets/(liabilities)
(2)
(8,353)(972)6
9,317
1
During the reporting period, the Group reassessed the recoverability of deferred tax assets. As a result,
the net deferred tax asset by jurisdiction has not been recognised or in some instances derecognised
creating an expense of $19,337,261. This decision was primarily driven by a recent history of operating losses
and uncertainty regarding the Group’s ability to generate sufficient future taxable profits to support the
recognition of these assets. Given these circumstances, the recognition criteria under IAS 12 Income Taxes
are no longer met, and the deferred tax assets have been derecognised accordingly.
15Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
In addition, no deferred tax assets have been recognised in respect of certain intangible assets ($575,503)
and capital losses in Australia ($3,228,472) or losses on acquisition in the UK ($2,430,523).
The total net tax losses available to the Group is $14,584,809 (including recognised losses of $3,387,961 and
unrecognised losses of $11,196,848).
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income
statement except to the extent that it relates to items recognised in other comprehensive income, in which
case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
periods.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted by the
reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
07. TAX (CONTINUED)
16Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
08. CAPITAL AND RESERVES
Ordinary and partly paid redeemable share capital
Ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to
receive dividends and are entitled to one vote per share at meetings of the Company. All ordinary shares
rank equally with regard to the Group's residual assets.
In thousands of sharesNote30 June 202530 June 2024
On issue at beginning of the year
70,22569,893
Share issue - employee share schemes28
267332
Ordinary shares on issue at end of the year
70,49270,225
Treasury Stock
In thousands of shares30 June 202530 June 2024
Treasury stock at beginning of the year169492
Issued - employee share schemes(169)(323)
Total treasury stock at end of the year-169
Capital management
The Group’s capital includes share capital, reserves and retained earnings. The Board’s policy is to maintain
a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Board of Directors monitors the geographic spread of shareholders, as
well as the return on capital.
Public share offerings and private offerings are made, where applicable. This and acquisitions are key to
ensuring the future development of the business.
The Board has an Employee Share Scheme, a Leader Share Purchase and a Performance Share Rights
Scheme to ensure that the leadership team and staff incentives are aligned with shareholders’ interests.
Other than the banking requirements, neither the Company nor any of its subsidiaries are subject to
externally imposed capital requirements.
Distributions
No distributions or dividends have been paid during the year ended 30 June 2025.
Funding
17Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
09. EARNINGS PER SHARE
In thousands of shares 30 June 202530 June 2024
Weighted average number of ordinary shares at the end of the year70,42170,141
Basic earnings per share (NZ cents)(148.76)(114.65)
In thousands of shares
Weighted average number of diluted shares at end of the year70,69670,988
Diluted earnings per share (NZ cents)(148.76)(114.65)
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by
adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share
entitlements granted to employees.
10. BORROWINGS
Terms of borrowings
In thousands of New
Zealand dollars
Facility
Local
Currency
CurrencyNominal
Interest
rate
MaturityCarrying
Amount
Carrying
Amount
Westpac NZ/ANZ:
20252024
Revolving credit facility24,000NZD6.85%January 202612,60030,300
Revolving credit facility35,000NZD6.14%March 202635,00035,000
Revolving credit facility 35,000NZD6.34%March 202724,00023,000
Westpac NZ:
Overdraft facility1,000NZD----
Deferred finance costs(245)(437)
Total borrowings - non-current23,912-
Total borrowings - current47,44387,863
The Group has a NZD 1 million overdraft facility for general corporate purposes including managing it’s
liquidity risk (note 23).
Covenants and security
The Group obtained a waiver from certain financial covenants at 30 September 2024, 31 December 2024, 31
March 2025 and 30 June 2025. The Group was compliant with the revised covenant package as at 30 June
2025, accordingly, the Westpac NZ/ANZ revolving credit facility with a maturity of March 2027 is classified
as non-current as at 30 June 2025 because the Group has an existing right to defer settlement for a period
at least 12 months after the reporting period. There is uncertainty in relation to the Group’s ability to meet
future covenants, please refer to Going Concern note under the Basis of Preparation note on page 10.
The NZD 94 million syndicated facility with Westpac New Zealand Limited and ANZ is secured by way of a
General Security Agreement over the assets of: Comvita Limited, Comvita New Zealand Limited, Comvita
Holdings Pty Limited, Comvita Australia Pty Limited and Comvita UK Limited. In addition, there are first
ranking mortgages held over all real property owned (being land) in New Zealand.
Borrowings are recognised initially at fair value less financing costs and subsequently at amortised cost using
the effective interest rate method. Fees paid on the establishment of loan facilities are included as part of
the carrying amount of the loans and borrowings and are amortised over the maturity period of the loan.
18Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
11. FINANCE INCOME AND EXPENSES
In thousands of New Zealand dollars 30 June 202530 June 2024
Interest income133347
Finance income133347
Interest expense on financial liabilities measured at amortised cost(8,023)(8,733)
Net foreign exchange loss(93)(1,067)
Finance expenses(8,116)(9,800)
Net finance expenses(7,983)(9,453)
Interest expense on borrowings, bank and facility fees and transaction costs are recognised in the income
statement over the period of the borrowings, using the effective interest rate method. Interest expense on
lease obligations are also recognised in the interest expense above in accordance with NZ IFRS 16.
12. INVENTORY
In thousands of New Zealand dollars
30 June 202530 June 2024
Restated
Raw materials54,39866,254
Work in progress3,8902,620
Finished goods46,96568,087
Net realisable value provision(16,210)(1,145)
Total inventory89,043135,816
There has been a significant increase in inventory provisions which has been recognised within cost of goods
sold in the current year primarily due to the following reasons:
• Aged propolis and finished goods in market being surplus to demand forecasts
• Aged Mānuka honey raw materials with some non-compliant quality markers intended to be converted into
finished goods at a net realisable value less than carrying value
Inventory disposed of and written off during the year has been recognised within cost of goods sold -
$1,036,000 (2024:$790,000).
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the
weighted average principle, and includes expenditure incurred in acquiring the inventories and bringing them
to their existing location and condition. In the case of manufactured inventories and work in progress, cost
includes an appropriate share of production overheads based on normal operating capacity. Net realisable
value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling expenses. Any net realisable value provision required is recognised within cost of goods sold.
Honey created by biological assets (bees, note 20) is transferred to inventory at fair value, by reference to
market prices for honey.
19Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS
Working Capital
FINANCIAL STATEMENTS
13. TRADE RECEIVABLES
In thousands of New Zealand dollars30 June 202530 June 2024
Gross receivable22,30128,693
Provision for doubtful and impaired receivables(555)(96)
Total trade receivables21,74628,597
The status of trade receivables at the reporting date is as follows:
In thousands of New Zealand dollars
Gross receivable
30 June 2025
Gross receivable
30 June 2024
Not past due19,26725,336
Past due 0-30 days2,1751,156
Past due 31-60 days8041,331
>61 days55870
Provision for doubtful and impaired receivables(555)(96)
Total21,74628,597
14. SUNDRY RECEIVABLES
In thousands of New Zealand dollarsNote30 June 202530 June 2024
Loan receivable – Key management personnel 274952,279
Prepayments 5,6237,238
Research development tax incentive receivable 1,8102,533
Insurance proceeds receivable -828
Other receivables1,7732,344
Total sundry receivables - current9,70115,222
Loan receivable - Key management personnel27814450
Total sundry receivables - non-current 814450
15. TRADE AND OTHER PAYABLES
In thousands of New Zealand dollarsNote30 June 202530 June 2024
Trade creditors6,03511,058
Accruals11,59314,142
Employee benefits2,7022,454
Medibee guarantee214,8464,158
HoneyWorld acquisition - deferred payable-3,028
HoneyWorld contingent consideration 3-1,020
Director fee accruals5234
Trade and other payables - current25,22835,894
Employee benefits376296
Trade and other payables - non current376296
20Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
16. PROPERTY, PLANT AND EQUIPMENT
In thousands of
New Zealand dollars
LandBuildingsPlant &
machinery
VehiclesBearer
plants
Office
equipment,
furniture &
fittings
Capital
WIP
Total
Cost
Balance at 30 June 202315,33528,55631,0372,7017,7439,30715,691110,370
Additions/transfers1,9168832,364734,261428(2,412)7,513
Impairment (note 19)------(2,500)(2,500)
Disposals-(55)(389)(150)-(566)87(1,073)
Effect of movements in
exchange rates
10915--(7)-27
Balance at 30 June 202417,26129,39333,0272,62412,0049,16210,866114,337
Additions/transfers15879164-1,4627449313,538
Impairment (note 19)------(11,050)(11,050)
Disposals(2,251)(1,129)(1,731)(325)(1,485)(386)-(7,307)
Capitalisations
------(1,462)(1,462)
IFRS 16 Leases
------712712
Effect of movements in
exchange rates
(36)(25)(53)11(97)473(150)
Balance at 30 June 202515,13228,31831,4072,31011,8849,567-98,618
Accumulated depreciation
Balance at 30 June 2023 -(9,751)(18,218)(1,972)(725)(6,831)-(37,497)
Depreciation -(1,218)(2,179)(184)(310)(999)-(4,890)
Impairment (note 19)--(900)----(900)
Disposals-40246150-554-990
Effect of movements in
exchange rates
-(4)(1)(1)(1)2-(5)
Balance at 30 June 2024-(10,933)(21,052)(2,007)(1,036)(7,274)-(42,302)
Depreciation -(1,106)(1,779)(24)(418)(724)-(4,051)
Impairment (note 19)-(4,362)(9,568)(383)(9,766)(1,553)-(25,632)
Disposals-6111,11212513212-1,992
Effect of movements in
exchange rates
-2137(8)10(29)-31
Balance at 30 June 2025-(15,769)(31,250)(2,297)(11,078)(9,568)-(69,962)
Carrying amount
At 30 June 202315,33518,80512,8197297,0182,47615,69172,873
At 30 June 202417,26118,46011,97561710,9681,88810,86672,034
At 30 June 202515,13212,54915713806--28,656
A ssets
21Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Depreciation
Depreciation is recognised in the income statement on a straight-line basis over the estimated useful life of
each part of an item of property, plant and equipment. Land is not depreciated. Depreciation is allocated to
cost of sales, marketing expenses, selling and distribution expenses, and administrative and other operating
expenses.
The estimated useful life for the current and comparative periods are as follows:
• Buildings up to 50 years
• Plant and machinery 2 - 20 years
• Vehicles 4 - 15 years
• Office equipment, furniture and fittings 2 - 15 years
• Bearer plants 20 - 100 years
• Mānuka Forest 15 - 22 years
Depreciation methods, useful life and residual values are reassessed at the reporting date.
Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-
constructed assets includes the cost of materials and direct labour, any other costs directly attributable to
bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the
items and restoring the site on which they are located. Purchased software that is integral to the functionality
of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
Subsequent expenditure
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefits embodied within the part will flow to the Group
and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment
are recognised in the income statement as incurred.
Impairment
Property, plant and equipment is reviewed for indicators of impairment at each reporting date, and an
impairment loss is recognised in the income statement if the carrying amount of an asset exceeds its
recoverable amount.
16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
22Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
17. RIGHT OF USE ASSETS AND LEASES
The Group leases warehouses, retail stores, administration premises, vehicles, and land used for hive
placements referred to as Mānuka forests in the table below.
In thousands of New Zealand dollars
BuildingsVehicles
Mānuka
forests
Total
Balance at 30 June 20234,4873,5126,40814,407
Additions4,0167043,2047,924
Modifications4,828321334,993
Depreciation(4,411)(982)(489)(5,882)
Disposals(758)(365)(93)(1,216)
Balance at 30 June 20248,1622,9019,16320,226
Additions2,501200-2,701
Modifications3,4621437904,395
Impairment (note 19)(459)-(8,523)(8,982)
Depreciation(5,730)(1,255)(370)(7,355)
Disposals(387)(26)(704)(1,117)
Balance at 30 June 20257,5491,9633569,868
Amounts recognised in the statement of comprehensive income
In thousands of New Zealand dollars30 June 202530 June 2024
Interest on lease liabilities891955
Variable lease payments not included
in the measurement of lease liabilities2,4936,126
Expenses relating to short-term leases388622
Expenses relating to leases of low-value assets,
excluding short-term leases of low-value assets1426
Lease liabilities
As at 30 June 2025, the weighted average rate applied was 7.3% (2024: 7.3%). Total cash outflow for right of
use leases for the year ended 30 June 2025 was $8.1 million (2024: $7.4m).
Maturity analysis - contractual undiscounted cash flow
Non-cancellable lease rentals are payable as follows:
In thousands of New Zealand dollars30 June 202530 June 2024
Less than one year6,6847,080
Between one and five years8,93610,376
Greater than five years
7,4156,523
Total23,03523,979
The Group assesses at lease commencement whether it is reasonably certain to exercise extension options
where included in the contract, and where it is reasonably certain, the extension period has been included in
the lease liability calculation.
23Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
18. INTANGIBLE ASSETS
In thousands of
New Zealand dollars
GoodwillIntellectual
property and other
intangible assets
Software
Total
Cost
Balance at 30 June 202327,43217,47611,20256,110
Additions4,6995,16285210,713
Disposals--(2)(2)
Impairment (note 19)--(1,308)(1,308)
Effect of movements in exchange rates34-337
Balance at 30 June 202432,16522,63910,74765,550
Additions-183 122 305
Disposals--(150) (150)
Impairment (note 19)-(4,800)(7)(4,807)
Effect of movements in exchange rates130451 (4) 577
Balance at 30 June 202532,29518,472 10,708 61,475
Accumulated amortisation
Balance at 30 June 2023-(9,293)(5,064)(14,357)
Amortisation-(1,485)(999)(2,484)
Disposals--22
Impairment (note 19)(32,176)(5,016)(4,189)(41,370)
(Effect of movements in exchange rates -12(1)11
Balance at 30 June 2024(32,176)(15,782) (10,251) (58,198)
Amortisation-(512)(167) (680)
Amortisation on disposal-17374
Impairment (note 19)-(2,021)(362) (2,383)
Effect of movements in exchange rates(130)(158)(1)(287)
Balance at 30 June 2025(32,295)(18,472)(10,709) (61,475)
Carrying amount
At 30 June 202327,4328,1846,13841,754
At 30 June 2024-6,8574957,352
At 30 June 2025----
24Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Amortisation
Amortisation is recognised in the income statement on a straight-line basis over the estimated useful lives
of intangible assets, other than goodwill, from the date that they are available for use. Amortisation is
allocated to cost of sales, marketing expenses, selling and distribution expenses, and administrative and
other operating expenses.
The estimated useful life for the current and comparative periods are as follows:
• Intellectual property and other intangible assets 3 – 20 years
• Capitalised development costs 2 – 5 years
• Software 2 - 10 years
The estimation of useful lives of intangible assets such as distribution networks have been based on
historical experience. The useful lives are reviewed at least once per year and adjustments to useful lives are
made when considered necessary.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill
and brands, is recognised in the income statement when incurred.
Goodwill
Goodwill that arises on the acquisition of subsidiaries and other business combinations is presented within
intangible assets. Goodwill is measured at cost less accumulated impairment losses.
18. INTANGIBLE ASSETS (CONTINUED)
25Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
19. IMPAIRMENT TESTING
Impairment expense summary
During the period, the Group identified impairments related to financial assets. The Group also identified
impairment indicators for its non-financial assets and the Group has undertaken an assessment of
the recoverable amounts of its CGU's and non-financial assets. This assessment was supported by an
independent valuation completed in accordance with Advisory Engagement Standard 2 and a fair value
assessment based on a signed Scheme Implementation Agreement refer to note 32. As a result of this
assessment, various impairments have been recognised and are summarised as follows:
In thousands of New Zealand dollarsNote30 June 202530 June 2024
Financial assets
Loan to equity accounted investee - Apiter(8)1,259
Loan to equity accounted investee - Medibee21117272
Medibee guarantee impairment219624,158
Non-financial assets
Investment in equity accounted investee - Apiter-7,918
Investment in equity accounted investee – Caravan Honey-4,251
Software -5,497
Software in prepayments-255
Greater China CGU
Goodwill-25,632
China distribution network asset - other intangible assets-5,015
Property plant and equipment16202-
Intangible assets188-
Southeast Asia CGU
Brand184,472-
Property, plant and equipment16300-
Intangible assets1878-
Goodwill -4,699
Olive CGU
Property, plant and equipment161,013-
Bearer plants163,857-
Apiary CGU
Goodwill-1,766
Property, plant and equipment164,031900
Mānuka forest assets – capital work in progress1611,0032,500
Mānuka forest assets165,909-
Right of use assets – buildings17459-
Right of use assets – Mānuka Forest178,523-
Other CGU
Property, plant and equipment1610,361-
Intangible assets182,638-
Goodwill -68
Total53,92564,190
26Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Greater China and South East Asia CGUs
The Greater China and South East Asia CGUs have been impacted by a down-turn in consumer demand in
Asian markets, particularly China, that is expected to result in a period of low growth and increased pressure
to grow sales volume. This has resulted in an impairment of remaining Intangible and Fixed Assets $210,000
and $4,850,000 respectively. The South East Asia CGUs impairment includes the remaining Brand asset
$4,472,000 from the July 2023 acquisition of the HoneyWorld business in Singapore.
Greater China CGU:
The recoverable amount of the Greater China CGU containing goodwill has been determined on a value
in use basis using a discounted cash flow approach. Projections are based on the budget and value in use
forecasts approved by the Board of Directors.
Key assumptions:
30 June 202530 June 2024
Annual revenue growth rate(4.0%) to 3.7%(8.2%) to 1.9%
Post tax discount rate 10.3%8.5%
Terminal growth rate2.0%2.0%
Value in use recoverable amount:
30 June 202530 June 2024
In thousands of New Zealand dollars
Recoverable amount8,00033,600
Sensitivity to changes in key assumptions
30 June 202530 June 2024
In thousands of New Zealand dollars
The recoverable amount was more / (less) than the
carrying value by
(18,298)(30,600)
If projected earnings before interest and tax (“EBIT”)
is reduced by 10% each year, the recoverable amount
would be more / (less) than the carrying value by
(20,748)(36,300)
The post-tax discount rate for the recoverable value to
match the carrying value
<0.0%5.0%
19. IMPAIRMENT TESTING (CONTINUED)
27Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
South East Asia CGU:
The recoverable amount of the South East Asia CGU has been determined on a value in use basis using a
discounted cash flow approach. Projections are based on the budget and value in use forecasts approved by
the Board of Directors.
Key assumptions:
30 June 202530 June 2024
Annual revenue growth3.0% to 5.8%4.0% to 10.2%
Post tax discount rate
17.5%18.0%
Terminal growth rate
2.02.0%
Value in Use recoverable amount:
30 June 202530 June 2025
In thousands of New Zealand dollars
Recoverable amount
5,0394,200
Sensitivity to changes in key assumptions
30 June 202530 June 2024
In thousands of New Zealand dollars
The recoverable amount was more / (less)
than the carrying value by
(8,852)(4,700)
If projected earnings before interest and tax (“EBIT”)
is reduced by 10% each year, the recoverable amount
would be more / (less) than the carrying value by
(9,425)(5,300)
The post-tax discount rate for the recoverable value to
match the carrying value
8.8%10.7%
19. IMPAIRMENT TESTING (CONTINUED)
28Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
19. IMPAIRMENT TESTING (CONTINUED)
Olive CGU:
In the current reported period management reviewed its identifiable CGUs and determined sufficient
information was available and the criteria was satisfied for the operations of the Olive category from
production through to sales to be assessed as a separate CGU. The Olive CGU was previously a part of Other
CGU in 2024. Demand for Olive products has not increased sufficiently in markets outside of Australia to
support the level of invested assets in its operations as such an impairment to Bearer Plants (Olive trees) of
$3,857,000 and Property, plant & Equipment of $1,013,000 was made in 2025.
The recoverable amount of the Olive CGU has been determined on a value in use basis using a discounted
cash flow approach. Projections are based on the budget and value in use forecasts approved by the Board
of Directors.
Key assumptions:
30 June 202530 June 2024
Annual revenue growth3.0% to 21.4%-
Post tax discount rate
11.0%-
Terminal growth rate
2.0%-
Value in Use recoverable amount:
30 June 202530 June 2025
In thousands of New Zealand dollars
Recoverable amount1,205-
Sensitivity to changes in key assumptions
30 June 202530 June 2024
In thousands of New Zealand dollars
The recoverable amount was more / (less)
than the carrying value by
(7,058)-
If projected earnings before interest and tax (“EBIT”)
is reduced by 10% each year, the recoverable amount
would be more / (less) than the carrying value by
(7,162)-
The post-tax discount rate for the recoverable value to
match the carrying value
2.5%-
29Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Apiary CGU:
There is currently excess supply over demand for Mānuka Honey, which has put downwards pressure on
Mānuka Honey pricing. This has impacted the revenue stream for this CGU in the short term and resulted
in a plant & machinery impairment of $4,031,000, a Mānuka Forest asset impairment of $16,912,000, and a
Leased Assets impairment of $8,982,000 for the Group's hive placements and supply agreements.
The recoverable amount of the Apiary CGU has been determined on a value in use basis using a discounted
cash flow approach. Projections are based on the budget and value in use forecasts approved by the Board
of Directors.
Key assumptions:
30 June 202530 June 2024
Annual revenue growth(8.7%) to 27.8%(8.7%) to 30.2%
Post tax discount rate
11.1%10.8%
Terminal growth rate
2.0%2.0%
Value in Use recoverable amount:
30 June 202530 June 2025
In thousands of New Zealand dollars
Recoverable amount40231,400
Sensitivity to changes in key assumptions
30 June 202530 June 2024
In thousands of New Zealand dollars
The recoverable amount was more / (less)
than the carrying value by
(29,621)(5,200)
If projected earnings before interest and tax (“EBIT”)
is reduced by 10% each year, the recoverable amount
would be more / (less) than the carrying value by
(29,826)(9,800)
The post-tax discount rate for the recoverable value to
match the carrying value
<0.0%9.9%
19. IMPAIRMENT TESTING (CONTINUED)
30Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Other CGU:
The Other CGU comprising of remaining market and production operations not covered in specified CGUs
had an impairment of $14,070,000. While the recoverable amount for this CGU exceeded its carrying
value there were impairments allocated to it from the other CGUs that had impairments higher than
Intangibles and Fixed Assets available for impairment. These were Greater China ($18,088,000), South East
Asia ($3,999,000), and Olive ($2,188,000). The total impairment for this CGU was allocated to Software
$362,000, Trademarks & IP $2,276,000, Property, Plant & Equipment $10,361,000, Loan to equity accounted
investees $109,000 and Medibee guarantee $962,000.
The recoverable amount of the Other CGU has been determined on a value in use basis using a discounted
cash flow approach. Projections are based on the budget and value in use forecasts approved by the Board
of Directors.
Key assumptions:
30 June 202530 June 2024
Annual revenue growth2.8% to 6.8%4.5% to 7.5%
Post tax discount rate
9.7%9.7%
Terminal growth rate
2.0%2.0%
Value in Use recoverable amount:
30 June 202530 June 2025
In thousands of New Zealand dollars
Recoverable amount39,70489,003
Sensitivity to changes in key assumptions
30 June 202530 June 2024
In thousands of New Zealand dollars
The recoverable amount was more / (less)
than the carrying value by
8,000(19,288)
If projected earnings before interest and tax (“EBIT”)
is reduced by 10% each year, the recoverable amount
would be more / (less) than the carrying value by
(7,456)
(30,173)
The post-tax discount rate for the recoverable value to
match the carrying value
10.5%8.8%
A Cash Generating Unit (“CGU”) is the smallest identifiable asset group that generates cash flows that
are largely independent from other assets and groups. Impairment reviews are performed by management
annually to assess the carrying values of the CGUs containing goodwill. The recoverable amount of a CGU is
determined based on value in use calculations. In assessing the value in use, the estimated future cash flows
for a five-year period are discounted to their present value using a post-tax discount rate that reflect current
market assessments of the time value of money and risks specific to that asset. An impairment is recognised
when the recoverable amount is less than the carrying value.
19. IMPAIRMENT TESTING (CONTINUED)
31Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
20. BIOLOGICAL ASSETS
In thousands of New Zealand dollars30 June 202530 June 2024
Bees1,2744,206
Olive leaf-600
Total biological assets1,2744,806
Bees
In thousands of New Zealand dollars
30 June 202530 June 2024
Balance at beginning of the year4,2063,854
Change in fair value(2,854)697
Net movement in operational hives(78)(345)
Balance at the end of the year1,2744,206
Number of operational hives
30 June 202530 June 2024
Balance at beginning of the year17,21818,865
Net movement in operational hives(1,235)(1,647)
Balance at the end of the year15,98317,218
Value per hive$63$210
There has been a decrease in the fair value of bees due to the current challenges of the Mānuka honey
industry, which includes over supply. The 30 June 2025 fair value is reflective of local New Zealand market
prices.
Biological assets comprise bees and olive leaf, and are measured at fair value less costs to sell. Fair value of
biological assets is determined annually and is recognised in the income statement.
The fair value of bees is determined by reviewing the operational hives in use and applying a combination of
observable market prices and industry guidance. These inputs are classified as Level 2 under the fair value
hierarchy.
The fair value of olive leaf has been assessed under the income approach, which is classified as a Level 3
valuation under the fair value hierarchy.
The Group is exposed to some risks related to owning bees and olive leaf, primarily the risk of damage from
climatic changes and diseases. The Group has processes in place aimed at monitoring and mitigating those
risks.
32Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
21. INVESTMENTS
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to
the net assets of the arrangements, rather than the rights to its assets and obligations for its liabilities.
Associates are those entities in which the Group has significant influence, but it does not have control or
joint control over the financial and operating policies. Associates and joint ventures are accounted for using
the equity method (equity accounted investments). The income statement includes the Group’s share of the
income and expenses of equity accounted investments.
Investments in equity accounted investees comprises:
Country of
Incorporation
Ownership
Interest
Held
Balance
Date
Principal
Activity
Apiter S.A “Apiter”Uruguay32%31 July
Manufacturing, selling
and distribution
Caravan Honey Company
"Caravan Honey"
U.S.A45%31 December
Development and
commercialisation of products
Medibee Apiaries Pty Limited
“Medibee”
Australia50%30 June Apiary
Medibee
Medibee Apiaries has a funding arrangement with HSBC and Comvita has signed a several guarantee for its
share of the loan facility, which is AUD $4,700,000 at balance date.
During the year, Comvita advanced Medibee an additional $383,000 - $266,000 of this advance was
accrued and impaired at 30 June 2024, and the remaining balance of $117,000 was impaired this year.
The guarantee has been valued at 30 June 2025 using the expected credit loss method and an impairment
expense of $962,000 has been recognised.
Loans to equity accounted investees
At 30 June 2025, all loans with equity accounted investees were impaired to zero.
The loans receivable at 30 June 2025 (pre-impairment) can be summarised as follows:
Apiter: $1,297,000 (2024: $1,259,000)
MediBee: $3,087,000 (2024: $2,704,000)
All loans to equity accounted investees are repayable at the discretion of shareholders.
Transactions with equity accounted investees
There has been no transactions with equity accounted investees during the year except for the Medibee
working capital advances disclosed above.
0. Headlines here
33Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
The Group is exposed to market, liquidity, and credit risks. The Group’s financial risk management system
mitigates exposure to these risks by ensuring that material risks are identified, the financial impact is
understood, and tools and limits are in place to manage exposures. Written policies provide the framework
for the Group’s financial risk management system
22. MARKET RISK
Foreign exchange risk
The Group is exposed to movements in foreign exchange rates through its receipts and payments that are
denominated in a currency other than the New Zealand Dollar. The currencies in which transactions are
primarily denominated are Chinese Yuan, United States Dollars, Australian Dollars, Hong Kong Dollars,
Japanese Yen, Euros, and British Pounds.
The Group manages this risk using a mix of forward foreign exchange contracts, collars and options to fix
future cash flow receipts in New Zealand dollars. At any point in time the Group hedges between 40% to
100% of its estimated net foreign currency receipts expected to be received over the following 12 months,
and between 0% to 50% in respect of 12-to-24-month net foreign currency receipts.
As at reporting date the Group had the following foreign exchange contracts outstanding:
In thousands of New Zealand dollarsNote30 June 202530 June 2024
Forward exchange contracts – asset – current1,943-
Forward exchange contracts – asset – non-current1,300866
Total forward exchange contracts – asset3,243866
The Group’s exposure to foreign currency risk at the reporting date was as follows:
In thousands of New Zealand dollars
30 June 2025RMBAUDGBPHKDUSDOther
Trade receivables6,6724,005-7183,51912,237
Trade and other payables(641)(1,261)(34)(1,116)(1,436)(467)
Gross statement of financial position exposure6,0312,744(34)(398)2,08311,770
Forward exchange contracts - nominal amount7,97043,8026,8974,81147,586221
30 June 2024RMBAUDGBPHKDUSDOther
Trade receivables14,5073,4372694505,1404,673
Trade and other payables(2,849)(1,704)(325)(1,470)(1,815)(5,340)
Gross statement of financial position exposure11,6581,733(56)(1,020)3,325(667)
Forward exchange contracts - nominal amount22,8577,9885197,45929,238881
Financial Risks
34Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
22. MARKET RISK (CONTINUED)
Interest rate risk
The Group has fixed and floating rate debt and is exposed to movements in interest rates. For fixed rate
debt the exposure is to falling interest rates as the Group could have secured that debt at lower rates, while
for floating rate debt there is uncertainty of future cash interest payments.
Sensitivity analysis
In managing interest rate risks the Group aims to reduce the impact of short-term fluctuations on the
Group’s earnings. Over the longer-term, however, permanent changes in interest rates will have an impact
on profit. At 30 June 2025 it is estimated that a general increase of one percentage point in interest rates
would decrease the Group’s profit before income tax by approximately $907,000 (30 June 2024: $963,000)
23. LIQUIDITY RISK
Liquidity risk is the risk of having insufficient liquid assets to pay the Group's debts as they fall due. The
Group manages the risk by monitoring forecast cash flows and holding sufficient undrawn bank facilities to
meet the Group's needs. Please refer to Going Concern note under the Basis of Preparation note on page 10
for further detail.
The contractual maturity of the Group's funding is as follows:
In thousands of New Zealand dollars
Contractual
cash flows
less than
1 year
1-2 years
30 June 2025
Borrowings(76,315)(51,202)(25,113)
Trade and other payables(25,604)(25,604)-
Derivatives - inflow80,74453,37927,365
Derivatives - outflow(77,501)(51,436)(26,065)
Total(98,676)(74,863)(23,813)
In thousands of New Zealand dollars
Contractual
cash flows
less than
1 year
1-2 years2-5 years
30 June 2024
Borrowings(99,885)(6,605)(68,988)(24,292)
Trade and other payables(36,118)(36,118)--
Derivatives - inflow70,59451,39419,200-
Derivatives - outflow(69,727)(50,906)(18,821)-
Total(135,136)(42,235)(68,609)(24,292)
35Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
24. CREDIT RISK
The Group’s exposure to credit risk is mainly influenced by its trade debtors and banking counterparties
in the normal course of business. To minimise credit risk exposure, the Group reviews each new customer
for credit worthiness and investments and derivatives are only entered into with reputable institutions. At
balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined
by recognised credit agencies. The Group’s policy is to provide financial guarantees only to subsidiaries and
equity accounted investees.
The majority of revenue is generated from retailers and consumers and there is some geographical
concentration of credit risk in China. In order to determine which customers are classified as having payment
difficulties, the Group applies a mix of duration and frequency of default. Aging trade receivables are
reviewed monthly by management.
The carrying amount of financial assets represents the maximum credit exposure.The maximum exposure to
credit risk for trade receivables at the reporting date by geographic region was:
In thousands of New Zealand dollars
30 June 202530 June 2024
Australia4,4674,457
China7,1619,404
New Zealand3,0007,508
United States2,8822,592
EMEA-357
Hong Kong718554
South East Asia2,0062,104
Other regions1,5121,621
Total21,74628,597
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method and adjusted for credit impairment losses.
The Group assesses on a forward-looking basis the expected credit losses associated with its trade
receivables. The Group applies the simplified approach permitted by IFRS 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables. In assessing credit losses on trade
receivables the Group considers both quantitative and qualitative inputs. Quantitative data includes past
collection rates, industry statistics, ageing of receivables, and trading outlook. Qualitative inputs include
past trading history with the Group.
36Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
25. FINANCIAL INSTRUMENTS
The Group classifies its financial assets and liabilities into two categories:
• those to be measured at amortised cost
• those to be measured a fair value (either through profit and loss (FVPL) or through comprehensive income
(FVOCI)
Non-derivative financial assets and liabilities
Non-derivative financial instruments comprise investments in equity securities, trade and other receivables,
cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at FVPL,
any directly attributable transaction costs. A financial instrument is recognised if the Group becomes a
party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s
contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial
asset to another party without retaining control or substantially all risks and rewards of the asset.
Non-derivative financial assets and liabilities are measured initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost and subject to regular review for
impairment.
Derivative financial assets and liabilities
The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate
risks arising from operational, financing and investment activities. In accordance with its treasury policy, the
Group does not hold or issue derivative financial instruments for trading purposes.
Derivative financial instruments are recognised initially at fair value and transaction costs are expensed
immediately. Subsequent to initial recognition, derivative financial instruments are stated at fair value in
the balance sheet. The gain or loss on remeasurement to fair value is recognised immediately in the income
statement.
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are
recognised in other comprehensive income and presented in equity in the hedging reserve to the extent that
the hedge is effective.
The derivative financial instruments have been valued using a discounted cash flow valuation methodology.
All financial instruments held by the Group and measured at fair value are classified as level 2 under the fair
value measurement hierarchy.
37Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
26. SHARE SCHEMES
a) Leader Share Purchase & Loan Scheme
In 2021 Comvita Limited established a Leader Share Purchase & Loan Scheme (“LSPLS”) to retain key
employees and materially align the interests of participants with those of shareholders, by making loans
available to eligible employees for the acquisition of fully paid ordinary shares in Comvita.
30 June 202530 June 2024
Participants in the LSPLS77
Number of shares held696,077696,077
% of share capital 0.99%0.99%
More details on these loans are in note 27 related parties.
b) Performance Share Rights Scheme
Comvita Limited has a Performance Share Rights (PSR’s) Scheme to incentivise Executives. Upon vesting
of the PSR’s, shares will be transferred from treasury stock or new shares will be issued in the capital of
the Company on the terms and conditions described in the Comvita Limited Performance Share Rights
Scheme. Share based payment expenses are recognised over the vesting period of these PSR's.
In thousands
30 June 2025
Number of
entitlements
30 June 2024
Number of
entitlements
Entitlements on issue
Entitlements outstanding at beginning of year - July845872
Entitlements granted 63372
Entitlements cancelled(532)(76)
Shares vested(267)(323)
Entitlements outstanding at end of year109845
c) Employee Share Scheme
In 2022 the Company established a new Employee Share Scheme called the Comvita Exempt Employee
Share Scheme (“CEES Scheme"). The CEES Scheme is designed to allow employees to share in the future
of the Company.
There are 117 (June 2024:150) employees in the CEES Scheme and the number of shares held is
49,455 (June 2024: 56,385).
Share-based payment transactions
A valuation of each employee scheme is performed at grant date either using the Monte Carlo model or
the share price at grant date, less the present value of estimated dividend payments during the period.
A share based payment is recognised over the vesting period of the PSR as an employee expense, with a
corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the actual
number of share entitlements that vest.
Other Disclosures
38Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
27. RELATED PARTIES
Transactions with Leadership Team and Directors
Leadership Team and Director compensation comprised:
In thousands of New Zealand dollars
30 June 202530 June 2024
Director fees 603605
Short term employee benefits4,3283,756
KiwiSaver employer contribution132165
Post employment benefits195-
Termination benefits1,961-
Share based payments 661,039
Total7,2855,565
Leadership Team loans:
In thousands of New Zealand dollars
30 June 202530 June 2024
Loan to key management personnel - non-current 814450
Loan to key management personnel - current4952,279
Total1,3092,729
Loans to key management personnel include employees that have been determined as key management
personnel previously and currently. During the period, modifications have been made to share loans agreements
where commitments have been made to partially forgive debt and repayment dates have been extended. As
a result, the loans have been valued downwards by $1,473,000, creating an expense recognised in short term
employee benefits and termination benefits.
At 30 June 2025 Directors and other Leadership Team personnel of the Company control 1.0% (2024: 2.4%) of
the voting shares of the Company.
39Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
28. GROUP ENTITIES
The Group comprises of the Company and the following entities:
Subsidiaries
Country of
Incorporation
Ownership
Interest Held
Comvita New Zealand LimitedNew Zealand100%
Bee & Herbal New Zealand LimitedNew Zealand100%
Comvita Landowner Share Scheme Trustee Limited New Zealand100%
Comvita Share Scheme Trustee LimitedNew ZealandManagement control
Comvita USA, Inc USA100%
Comvita Japan K.KJapan100%
Comvita Korea Co Limited Korea100%
Comvita Food (China) LimitedChina100%
Comvita Food (Hainan) Co. Ltd
1
China100%
Comvita China LimitedHong Kong100%
Comvita Holdings HK LimitedHong Kong100%
Comvita HK LimitedHong Kong100%
Comvita Malaysia Sdn BhdMalaysia100%
Comvita Singapore Pte LimitedSingapore100%
Comvita Holdings Pty LimitedAustralia100%
Comvita Australia Pty Limited Australia100%
Olive Products Australia Pty Limited Australia100%
Comvita IP Pty LimitedAustralia100%
Medihoney Pty LimitedAustralia100%
Medihoney (Europe) LimitedUnited Kingdom100%
Comvita Holdings UK LimitedUnited Kingdom100%
Comvita UK LimitedUnited Kingdom100%
New Zealand Natural Foods LimitedUnited Kingdom100%
Comvita Europe B.V
2
Netherlands100%
All Group subsidiaries have a 30 June balance date, except for Comvita Food (China) Limited and Comvita Food
(Hainan) Co. Ltd, which have a 31 December balance date due to local requirements.
1
Comvita Food (Hainan) Co Ltd was deregistered 12 August 2025
2
Comvita Europe B.V was deregistered 30 June 2025
29. COMMITMENTS
Except for the lease commitments disclosed in the Right-of-Use Assets note, the Group has no other significant
commitments as at 30 June 2025.
40Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
30. PRIOR PERIOD RESTATEMENTS
Restatement one
In December 2024 historical accounting irregularities were identified related to sales and accounts receivable
balances in Comvita Food (China) Limited. Similar irregularities were subsequently identified in Comvita
Singapore. This related to overstated sales and accounts receivable, along with under-accrual of sales expenses
and liabilities. This restatement also impacted cost of sales, inventory and tax. Following a comprehensive
review, restatement of the financial statements for the years ended 30 June 2023 and 30 June 2024 is required
with adjustments in both the China and Singapore subsidiaries for accounting irregularities and associated
expenses.
Restatement two
In addition, as part of the half year reporting process for 31 December 2024, it was identified that there was an
historical error in the calculation of the carrying value of inventory, where an adjustment to recognise inventory
at cost was overstated. The financial statements for the year ended 30 June 2024 have therefore been
restated to reduce inventory to correct this error.
The following tables summarise the impacts on the Group’s consolidated financial statements.
41Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Statement of financial position – restated 30 June 2023
In thousands of New Zealand dollars
30 June 2023
previously
reported
Restatement
one
Reclassifications*30 June 2023
restated
Assets
Audited
Property, plant and equipment72,873--72,873
Intangible assets and goodwill41,754--41,754
Right of use assets14,407--14,407
Biological assets4,437--4,437
Investments10,234--10,234
Loans to equity accounted investees 6,058--6,058
Derivatives48--48
Deferred tax asset4,54597-4,642
Sundry receivables--450450
Total non-current assets154,35697450154,903
Inventory136,0881,251-137,339
Trade receivables39,373(2,747)-36,626
Sundry receivables17,354-(450)16,904
Cash and cash equivalents11,554--11,554
Tax receivable41104-145
Total current assets204,410(1,392)(450)202,568
Total assets358,766(1,295)-357,471
Equity
Issued capital199,351--199,351
Retained earnings43,209 (865)-42,344
Reserves(3,240)--(3,240)
Total equity239,320(865)-238,455
Liabilities
Loans and borrowings64,940--64,940
Trade and other payables288--288
Lease liability11,972--11,972
Deferred tax liability1,509--1,509
Total non-current liabilities78,709--78,709
Trade and other payables34,319(330)-33,989
Lease liabilities3,386--3,386
Tax payable2,195(100)-2,095
Derivatives837--837
Total current liabilities40,737(430)-40,307
Total liabilities119,446(430)-119,016
Total equity and liabilities358,766(1,295)-357,471
*This does not relate to restatement it is a prior year reclassification for disclosure purposes
30. PRIOR PERIOD RESTATEMENTS (CONTINUED)
42Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Statement of financial position – restated 30 June 2024
In thousands of New Zealand dollars
30 June 2024
previously
reported
Restatement
one
FY 23 sales
and sales
expenses
Restatement
one
FY 24 sales
and sales
expenses
Restatement
two
FY24
Inventory
30 June 2024
restated
Assets
Property, plant and equipment72,034---72,034
Intangible assets and goodwill7,352---7,352
Right of use assets20,226---20,226
Biological assets 4,806
-
-
-
4,806
Derivatives866---866
Deferred tax asset9,21897575-9,890
Sundry receivable450---450
Total non-current assets114,95297575-115,624
Inventory134,4181,2511,406(1,259)135,816
Trade receivables35,030(2,747)(3,686)-28,597
Sundry receivables15,222---15,222
Cash and cash equivalents8,156---8,156
Tax receivable8010484-268
Total current assets192,906(1,392)(2,196)(1,259)188,059
Total assets307,858(1,295)(1,621)(1,259)303,683
Equity
Issued capital199,351---199,351
Retained earnings(36,137)(865) (2,123)(906)(40,031)
Reserves(2,584)-9-(2,574)
Total equity160,630(865)(2,114)(906)156,745
Liabilities
Loans and borrowings ----
-
Trade and other payables296---296
Lease liability15,834---15,834
Deferred tax liability572---572
Total non-current liabilities16,70216,702
Loans and borrowings87,863---87,863
Trade and other payables35,822(330)402-35,894
Lease liabilities5,725---5,725
Tax payable1,116(100)91(353)754
Total current liabilities130,526(430)493(353)130,236
Total liabilities147,228(430)493(353)146,938
Total equity and liabilities307,858(1,295)(1,621)(1,259)303,683
30. PRIOR PERIOD RESTATEMENTS (CONTINUED)
43Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Income Statement – restated June 2024
FOR YEAR ENDED
In thousands of New Zealand dollars
30 June 2024
previously
reported
Restatement
one
Sales and sales
expenses
Restatment
two
Inventory
Reclassification*30 June
2024
restated
Revenue204,341(3,658)--200,683
Cost of sales(91,952)1,408(1,259)-(91,803)
Gross Profit112,389(2,250)(1,259)-108,880
Other income5,587--(336)5,251
Marketing expenses(24,331)---(24,331)
Selling and distribution expenses(58,842)(439)--(59,281)
Administrative and other
operating expenses
(34,900)---(34,900)
Software development expenses(7,245)---(7,245)
Operating loss before financing costs(7,342)(2,689)(1,259)(336)(11,626)
Finance income347---347
Finance expenses(9,800)---(9,800)
Net finance expenses(9,453)-(9,453)
Share of loss of equity
accounted associates(904)---(904)
Fair value movement in
biological assets
---336336
Impairment and other asset
write-downs
(64,190)---(64,190)
Loss before income tax(81,889)(2,689)(1,259)-(85,837)
Income tax benefit4,501566353-5,420
Loss after tax(77,388)(2,123)(906)-(80,417)
There is no material impact on the Group's basic or diluted earnings per share and no impact on the Consolidated
Statement of Cash Flow
*This does not relate to restatement it is a prior year reclassification for disclosure purposes
30. PRIOR PERIOD RESTATEMENTS (CONTINUED)
FINANCIAL STATEMENTS
44Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
31. SUBSEQUENT EVENT
On 17 August 2025, Comvita Limited entered into a Scheme Implementation Agreement (SIA) with Florenz Holdings
Limited, under which Florenz proposes to acquire 100% of the ordinary shares in Comvita by way of a Scheme
of Arrangement under Part 15 of the Companies Act 1993. The Scheme remains subject to shareholder and court
approvals, as well as other customary conditions.
Although this event occurred after the balance sheet date, management compared the offer price against the Value in
Use calculations at 30 June 2025 and concluded that the Value in Use was reasonable, refer to note 19.
FINANCIAL STATEMENTS
45Financial Statements 2025
NOTES TO THE FINANCIAL STATEMENTSSECTION THREE
FINANCIAL STATEMENTS
© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited,
a private English company limited by guarantee. All rights reserved.
Document classification: KPMG Public
Independent Auditor’s Report
To the shareholders of Comvita Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated
financial statements which comprise:
the consolidated statement of financial position
as at 30 June 2025;
the consolidated income statement, statements
of other comprehensive income, changes in
equity and cash flows for the year then ended;
and
notes, including material accounting policy
information and other explanatory information.
In our opinion, the accompanying consolidated
financial statements of Comvita Limited (the
Company) and its subsidiaries (the Group) on pages
4 to 45 present fairly in all material respects the
Group’s financial position as at 30 June 2025 and its
financial performance and cash flows for the year
ended on that date in accordance with New Zealand
Equivalents to International Financial Reporting
Standards (NZ IFRS) issued by the New Zealand
Accounting Standards Board and the International
Financial Reporting Standards issued by the
International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of Comvita Limited in accordance with Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code), as applicable to audits of financial statements of public interest entities. We have also
fulfilled our other ethical responsibilities in accordance with Professional and Ethical Standards 1 and the IESBA
Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to limited assurance services over Greenhouse Gas
Scope 1, 2 & 3 emissions reporting and global mobility tax assistance. Subject to certain restrictions, partners and
employees of our firm may also deal with the Group on normal terms within the ordinary course of trading activities
of the business of the Group. These matters have not impaired our independence as auditor of the Group. The firm
has no other relationship with, or interest in, the Group.
46Financial Statements 2025
AUDIT REPORTSECTION FOUR
Material uncertainty related to going concern
We draw attention to the basis of preparation note in the consolidated financial statements which indicates that
the Group has continued to face significant challenges in the 2025 financial year which impacted trading and
financial results with the Group incurring a loss for the year of $104.8m (2024: $80.4m loss) after impairment
charges of $53.9m (2024: $64.2m).
In addition to the losses, the majority of the bank borrowings mature within 12 months of the year end, with $59.0m
of the debt facilities maturing within the next 12 months ($24.0m in January 2026 and $35.0m in March 2026) and
it is uncertain as to whether the Group would be able to meet its repayment obligations on those dates.
While the Group has agreed revised covenants with its banking syndicate (to be tested at 30 September 2025 and
31 December 2025), beyond the 31 December 2025 covenant test date, the Group is forecasting to breach future
covenants which, unless waived or renegotiated, could result in the acceleration of the repayment obligations of
the Company’s current borrowings of $71.6m. It is uncertain as to whether the Group would be able to meet its
repayment obligations if this was to occur or whether it would have the ability to renegotiate its banking facilities.
Subsequent to year end the Group announced a proposed Scheme Implementation Agreement (SIA) under which
shareholders would receive $0.80 per share in cash, subject to shareholder and High Court approval and other
customary conditions. As the conditions of the SIA have not yet been satisfied there is uncertainty as to whether
the SIA will proceed or what impact that will have on the banking facilities. If the SIA does not proceed there is
uncertainty as to how the Group will be able to meet its repayment obligations.
As stated in the basis of preparation note in the consolidated financial statements, these events or conditions along
with other matters set forth in the note indicate that a material uncertainty exists that may cast significant doubt on
the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Emphasis of matter – Prior period restatements
We draw attention to Note 30 to the consolidated financial statements which describes two matters that have
resulted in a restatement of comparative information. These relate to historical accounting irregularities
identified in the sales, accounts receivable and other related balances in Comvita Food (China) Limited and
Comvita Singapore and a historical error in the calculation of the carrying value of inventory. As disclosed in note
30, the comparative figures for the year ended 30 June 2024 have been restated to correct these errors. Our
opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. Except for the matter described in the material
uncertainty related to going concern section of our report, we summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion.
Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the
consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the
consolidated financial statements.
FINANCIAL STATEMENTS
47Financial Statements 2025
AUDIT REPORTSECTION FOUR
FINANCIAL STATEMENTS
The key audit matter
How the matter was addressed in our audit
Revenue Recognition
Refer to Note 2 and Note 30 of the
consolidated financial statements.
Revenue recognition was a key
audit matter due to the historical
accounting irregularities that were
identified during the year in
Comvita Food (China) Limited and
Comvita Singapore and the
significant audit effort and
judgment we have applied in
assessing the existence and
measurement of the Group’s
revenue recorded in the current
year.
Our audit procedures included the following, amongst others:
— We developed an understanding of how the accounting
irregularities occurred through inquiry with Directors and Key
Management Personnel and interviewing the independent
accounting firm who were involved in the investigation of the
historical accounting irregularities;
— We assessed the corrections made to prior period balances
against the requirements of the accounting standards and
checked the quantum of the corrections to supporting
documentation;
— We extended the scope of our testing to cover more Group
entities within the region impacted, and increased the sample
sizes for our testing of revenue and trade receivables
transactions;
— The lead engagement partner’s involvement in the testing of
transactions recorded in the China subsidiaries (including
Comvita Food (China) Limited) was performed in person in
China;
— On a sample basis we tested revenue transactions to
underlying documentation such as signed customer contracts,
customer invoices, proof of delivery, electronic point-of-sale
reports, supplier rebate reports, and the Group’s revenue
recognition policies. We introduced an additional element of
unpredictability and agreed a sample of customer receipts to
bank statements;
— On a sample basis we assessed whether revenue
transactions prior to year end and credit notes issued after
year end were recognised in the correct period in accordance
with contractual terms;
— We inspected a sample of credit notes throughout the period
and checked appropriate approval delegations have been
adhered to;
— For a sample of debtor balances we obtained confirmation of
the balance owed at year end directly from the debtor or,
where we did not receive a response from the debtor, we
checked the subsequent receipts from debtors to bank
statements; and
— We evaluated the adequacy of the disclosures made in the
financials against the requirements of the accounting
standards.
We completed these procedures and have no matters to report.
48Financial Statements 2025
AUDIT REPORTSECTION FOUR
FINANCIAL STATEMENTS
The key audit matter
How the matter was addressed in our audit
Impairment of Non-current
Assets
Refer to Note 19 and Note 31 of
the consolidated financial
statements.
The carrying amount of the Group’s
net assets as at 30 June 2025
(prior to any impairment)
significantly exceeded its market
capitalisation at that date which is
considered an indicator of
impairment.
The Group has performed its
impairment tests using Value in
Use (VIU) models to determine the
recoverable amount of each Cash
Generating Unit (CGU) and the
overall Group, which are then
compared to the CGU’s/Group’s
net assets. The Group also
obtained an independent valuation
of the CGU’s and overall Group as
at 30 June 2025.
In addition to the above,
subsequent to balance date, the
Group entered into a SIA with
Florenz Holdings Limited where
Florenz Holdings Limited propose
to acquire 100% of the ordinary
shares in the Company at an offer
price of $0.80 cents per share.
The process of performing an
impairment assessment is
inherently judgemental as it
involves the use of unobservable,
forward-looking assumptions and
data.
Our audit procedures included the following, amongst others:
— We obtained the independent valuer’s valuation report of the
CGU’s and overall Group and assessed the competence,
scope and objectivity of the independent valuer.
— We obtained the SIA and assessed the validity of the offer
price;
— We assessed the appropriateness of the independent
valuation and VIU models for each CGU and the overall
Group considering the methodology adopted in the models
against the requirements of the applicable accounting
standards;
— We assessed the appropriateness of the Group’s VIU
valuation against the independent valuer’s valuation and the
fair value of the Group indicated by the Florenz Holdings
Limited offer;
— We obtained the Group’s impairment adjustments and
evaluated the allocation of the impairment to individual assets
and CGU’s within the Group to assess whether the resulting
impairment expense was recognised appropriately; and
— We considered the appropriateness, sufficiency and clarity of
required disclosures included in the Group financial
statements against the requirements of the accounting
standards.
We did not identify any factors that were materially inconsistent
with Group’s overall conclusions.
49Financial Statements 2025
AUDIT REPORTSECTION FOUR
FINANCIAL STATEMENTS
The key audit matter
How the matter was addressed in our audit
Inventory – net realisable value
provision
Refer Note 12 to the consolidated
financial statements.
Inventory – net realisable value
provision is a key audit matter due
to the:
— size of the inventory
balance relative to the
Group’s financial position
(51% of total assets);
— current year inventory
write-down booked of
$16.21m increasing our
focus in this area;
— Market conditions for the
Group’s products are
currently challenging due
to an oversupply of honey
in the market;
— extent of judgement
involved by the Group in
determining the net
recoverable value,
particularly in relation to
slow moving and obsolete
inventory. Such
judgements may have a
large impact on the
Group’s provision and
therefore the overall
carrying value of
inventories, necessitating
significant audit effort.
Our audit procedures included the following, amongst others:
— We obtained an understanding of the Group’s key processes
for valuation of finished goods inventory;
— We checked the accuracy of the underlying calculations in the
inventory provision calculations;
— We assessed the Group’s policies for the valuation of finished
goods inventory against the requirements of the accounting
standards and our understanding of the business;
— On a sample basis we compared
the unit cost of finished goods
on hand to the latest current year selling price (as a proxy for
expected selling price of inventory and net realisable value) and
resulting gross margin for each product to identify evidence of
negative gross margin products at risk of selling below their
recorded value. We compared these negative gross margin
products against the Group’s inventory provision;
— We compared the prices adopted for the raw material honey
created by biological assets (bees) to external market
prices/data. In assessing the value of raw honey we
considered appropriateness of the estimated grade and
quantity of extracted honey;
— For a sample of finished goods inventory we physically
inspected the expiry date or production date on the finished
goods was consistent with the date in the inventory system as
the inventory aging is a key input into the Group’s assessment
of write downs to net realisable
value. For inventory items that
we identified as aged we compared the inventory items to the
Group’s inventory provision;
— We attended stocktakes in significant locations, observing the
Group’s processes, which included identifying slow moving and
potentially obsolete finished goods inventory, performing
sample counts ourselves, and comparing count results to the
Group’s; and
— We assessed the disclosures in the Group’s financial
statements using our understanding obtained from our testing
against the requirements of accounting standards.
We did not identify any factors that were materially inconsistent with
the Group’s overall conclusions.
50Financial Statements 2025
AUDIT REPORTSECTION FOUR
FINANCIAL STATEMENTS
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
the Directors Declaration, Statutory Information and Directory (but does not include the consolidated financial
statements and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and the
Annual Report which is expected to be made available to us after that date.
Our opinion on the consolidated financial statements does not cover any other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s
report, we conclude there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
When we read the Annual Report if we conclude that there is a material misstatement therein, we are required to
communicate the matter to directors.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so that
we might state to the shareholders those matters we are required to state to them in the independent auditor’s
report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities directly or
indirectly controlled by KPMG, or any of their respective members or employees, accept or assume any
responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of directors for the consolidated financial
statements
The directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with NZ IFRS
issued by the New Zealand Accounting Standards Board and the International Financial Reporting
Standards issued by the International Accounting Standards Board;
— implementing the necessary internal control to enable the preparation of a consolidated set of financial
statements that is free from material misstatement, whether due to fraud or error; and
— assessing the ability of the Group to continue as a going concern. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they either intend
to liquidate or to cease operations or have no realistic alternative but to do so.
51Financial Statements 2025
AUDIT REPORTSECTION FOUR
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
— 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 independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated
financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1 -1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Glenn Keaney.
For and on behalf of:
KPMG
Tauranga
28 August 2025
FINANCIAL STATEMENTS
52Financial Statements 2025
AUDIT REPORTSECTION FOUR
GENERAL DISCLOSURES
Principal activity
The principal activity of the Group is apiary and forest ownership and management; and research,
manufacturing and distributing of Mānuka honey, bee products and olive leaf products.
Donations
During the year the Group made cash donations of $140,000 (2024:$250,000). The Company also made
donations of products to charitable organisations.
DIRECTOR DISCLOSURES
Directors’ remuneration for the year ended 30 June 2025
In thousands of New Zealand dollars
Base
Fee
Committee
Fee
Total
B Hewlett (ceased to be a director 31 August 2024)*22-22
R Major
6535100
Z Guangping65-65
Y Wu 65-65
B Coates 12038158
J Hoare (ceased to be a director 31 August 2024)11516
M Sang 653397
L Bunt (Joined as a director 1 September 2024
and ceased to be a director 31 May 2025)
493079
Total
462141603
The maximum total pool of annual Directors’ remuneration is $610,000, as approved by
Shareholders in 2016.
*From 1st September 2024 B Hewlett was acting CEO and his remuneration is disclosed in key management
personnel note 27.
FINANCIAL STATEMENTS
53Financial Statements 2025
Statutory Information
SECTION FIVE:
STATUTORY INFORMATIONSECTION FIVE
Interests register
Directors have disclosed the following general disclosures of interests:
R MAJOR
B COATES
B HEWLETT**
(ceased to be a director 31 August 2024)
Chair – Gibb Holdings (Nelson) Ltd
Chair – High Value Nutrition National Science Challenge**
Chair – Armer Group Advisory Board
Chair – SFFF Programme Miro
– Transforming Māori land to high-value horticulture**
Managing Director and Shareholder – Sinotearoa Ltd
Director – BioVittoria Ltd
Director – BioVittoria Investments Ltd
Director – Dairy Holdings Limited and subsidiaries
Member – Oriens Capital Investment Committee
Chair – Toitu Tahua: Centre for Sustainable Finance **
Director - Toitu Tahua: Centre for Sustainable Finance*
Chair – Koi Tu: Centre for Informed Futures /
University of Auckland
Director – Yealands Wine Group Ltd
Director – Northern Rescue Helicopter Trust **
Director – American Chamber of Commerce
Director and Trustee – Mindful Money (Charity)
Director – MyFarm Kiwifruit Investment Fund*
*Entries added and effective during the year ended 30 June 2025
**Entries removed by directors during the year ended 30 June 2025
***Mr Zhu Guangping and Ms Yawen Wu are associated with substantial product holders. Zhu Guangping is associated
with Li Wang, the largest shareholder in the Company with a shareholding greater than 5%. Yawen Wu is associated
with China Resources which also has a shareholding greater than 5%.
Y WU***
Director – Oatly Group AB
Director – Blossom Key Holdings Ltd
Director – CR Verlinvest
Senior Care Services Ltd
Director – Nativus Company Ltd
Director – Shanghai Red Sun Enterprise
Management Co., Ltd
Director – Chongqing Hezhan Eldercare
Industry Development Co., Ltd**
Director – Chengdu Buen Chunqiu
Senior Care Services Limited**
M S A N G
Director – Orion New Zealand Limited*
Director – Government Super Fund Authority*
Director & Deputy Chair –
Building Research Association NZ*
J HOARE**
(ceased to be a director 31 August 2024)
Director – Meridian Energy Limited
Chair – Port of Tauranga Limited
Director – Auckland International Airport Limited
DIRECTOR DISCLOSURES (CONTINUED)
L BUNT**
Chairman – Heat Treatments Limited
(joined as a director 1 September 2024
and ceased to be a director 31 May 2025)
FINANCIAL STATEMENTS
54Financial Statements 2025
STATUTORY INFORMATIONSECTION FIVE
Directors of Group Companies other than shown above
CompaniesDirectors
Bee & Herbal New Zealand Limited
1
N Greenwood *
Comvita Australia Pty Limited
2
B Hewlett*M Tobin
Comvita China Limited
3
B Hewlett*G ZhuJ Zheng*
Comvita Europe B.V***
4
N Greenwood*
Comvita Food (China) Limited
5
B Hewlett*J Zheng*G Zhu
Comvita Food (Hainan) Co. Limited ****
6
B Hewlett*N Greenwood*
Comvita HK Limited
7
B Hewlett*J Zheng*
Comvita Holdings HK Limited
7
B Hewlett*J Zheng*
Comvita Holdings Pty Limited
2
B Hewlett*M Tobin
Comvita Holdings UK Limited
8
B Hewlett*
Comvita IP Pty Limited
2
B Hewlett*M Tobin
Comvita Japan K. K
9
B Hewlett*M Harada**
Comvita Korea Co Limited
10
B Hewlett*J Park*
Comvita Landowner Share Scheme Trustee
Limited**
1
N Greenwood*
Comvita Malaysia Sdn Bhd
11
B Hewlett*R Irwan*
Comvita New Zealand Limited
12
B Hewlett*N Greenwood*B Duncan*
Comvita Share Scheme Trustee Limited
13
N Greenwood*B Hewlett*
Comvita Singapore Pte Limited
14
B Hewlett*Angela Ng
Comvita UK Limited
8
B Hewlett*
Comvita USA, Inc
15
B Hewlett*N Greenwood*
Medihoney (Europe) Ltd
8
B Hewlett*
Medihoney Pty Ltd
2
B Hewlett*M Tobin
New Zealand Natural Foods Limited
8
B Hewlett*
Olive Products Australia Pty Limited
2
B Hewlett*M Tobin
* denotes an executive of a Group Company
** Dormant entity deregistered during FY25
*** Europe subsidiary deregistered during FY25 and moved to a distributor model
**** Hainan subsidiary deregistered 12 August 2025
as at 30 June 2025
DIRECTOR DISCLOSURES (CONTINUED)
1
D Banfield ceased to be a Director on 5 September 2024 and N Greenwood appointed on 5 September 2024.
2
D Banfield ceased to be a Director on 10 September 2024 and B Hewlett appointed on 10 September 2024.
3
D Banfield ceased to be a Director on 31 October 2024 and B Hewlett appointed on 31 October 2024.
A Chen ceased to be a Director on 17 March 2025 and J Zheng appointed on 18 March 2025.
4
D Banfield ceased to be a Director on 1 September 2024, R Bosland ceased to be a Director on 30 November 2024 and N Greenwood appointed 17 December 2024
5
D Banfield and A Chen ceased to be Directors on 5 March 2025 and B Hewlett and J Zheng appointed on 5 March 2025.
6
N Greenwood appointed 2 July 2024. D Banfield ceased to be a Director on 23 October 2024 and B Hewlett appointed on 23 October 2024.
A Chen ceased to be a Director on 14 March 2025.
7
D Banfield ceased to be a Director on 1 September 2024 and B Hewlett appointed on 1 September 2024.
A Chen ceased to be a Director on 17 March 2025 and J Zheng appointed on 18 March 2025.
8
D Banfield ceased to be a Director on 2 October 2024 and B Hewlett appointed on 2 October 2024
9
D Banfield ceased to be a Director on 31 August 2024 and B Hewlett appointed on 30 September 2024
10
D Banfield ceased to be a Director on 30 September 2024 and B Hewlett appointed on 30 September 2024.
11
D Banfield ceased to be a Director on 18 October 2024 and B Hewlett appointed on 18 October 2024.
A Chen ceased to be a Director on 17 February 2025 and R Irwan appointed on 17 February 2025.
12
D Banfield and A Barr ceased to be Directors on 5 September 2024 and B Hewlett and N Greenwood appointed on 5 September 2024.
B Duncan appointed on 25 September 2024.
13
D Banfield ceased to be a Director on 5 September 2024 and N Greenwood appointed on 5 September 2024.
H Brown ceased to be a Director on 22 January 2025 and B Hewlett appointed on 22 January 2025.
14
D Banfield ceased to be a Director on 18 October 2024 and B Hewlett appointed on 18 October 2024. A Chen ceased to be a Director on 25 March 2025.
15
D Banfield and A Barr ceased to be Directors on 5 September 2024 and B Hewlett and N Greenwood appointed on 5 September 2024.
FINANCIAL STATEMENTS
55Financial Statements 2025
STATUTORY INFORMATIONSECTION FIVE
Share Dealings of Directors
Director
Relevant Interest
Number of
Shares
Disposed
Value of
Shares
Disposed
Number of
Shares
Acquired
Value of
Shares
Acquired
B CoatesBeneficially owned--25,000$29,599
Directors Shareholding
Directors, or entities associated with Directors, held the following ordinary shares in Comvita Limited
at 30 June 2025:
DirectorRelevant Interest30 June 202530 June 2024
R MajorBeneficially owned53,51053,510
B CoatesBeneficially owned45,00020,000
M Sang Beneficially owned20,00020,000
Total118,51093,510
Directors Indemnity and Insurance
The Company has insured all its Directors and the Directors of its wholly owned subsidiaries against liabilities
to other parties (except the Company or a related party of the Company) that may arise from their positions
as Directors. The insurance does not cover liabilities arising from criminal actions. Deeds of Indemnity and
Insurance have been given to Directors for potential liabilities and costs they might incur for actions or
omissions in their capacity as Directors. The Company has not been required to indemnify its Directors for
any liabilities during the year. Insurance have been given to Directors for potential liabilities and costs they
might incur for actions or omissions in their capacity as Directors. The Company has not been required to
indemnify its Directors for any liabilities during the year.
DIRECTOR DISCLOSURES (CONTINUED)
FINANCIAL STATEMENTS
56Financial Statements 2025
STATUTORY INFORMATIONSECTION FIVE
Employees' remuneration
During the 12-month period to 30 June 2025 the following numbers of employees received remuneration of
at least $100,000.
Number of employees
$100,000 to $110,000 7
$110,000 to $120,000 12
$120,000 to $130,000 10
$130,000 to $140,000 7
$140,000 to $150,000 5
$150,000 to $160,000 7
$160,000 to $170,000 4
$170,000 to $180,000 1
$180,000 to $190,000 3
$190,000 to $200,000 1
$200,000 to $210,000 2
$210,000 to $220,000 2
$220,000 to $230,000 2
$230,000 to $240,000 2
$250,000 to $260,000 1
$260,000 to $270,000 1
$270,000 to $280,000 1
$290,000 to $300,000 3
$300,000 to $310,000 1
$310,000 to $320,000 1
$340,000 to $350,000 2
$370,000 to $380,000 1
$380,000 to $390,000 1
$410,000 to $420,000 1
$440,000 to $450,000 1
$460,000 to $470,000 1
$550,000 to $560,000 1
$680,000 to $690,000 1
$710,000 to $720,000 1
$830,000 to $840,0001
Note: these bands are New Zealand dollar equivalents and reflect the impact of fluctuations in the
foreign exchange rates for remuneration of overseas based employees. The figures include bonus
provisions made during the year which may have not been paid at period end. It does not include any
remuneration or benefit relating to share schemes.
EMPLOYEE REMUNERATION DISCLOSURES
FINANCIAL STATEMENTS
57Financial Statements 2025
STATUTORY INFORMATIONSECTION FIVE
SHAREHOLDER DISCLOSURES
Analysis of shareholder by size as at 30 June 2025
Category
No of
shareholders
Shares held
Percentage of
shareholders
Percentage of
shares
Up to 1,000 shares961484,79136.28%0.69%
1,001 – 5,000 shares1,0102,571,72638.13%3.65%
5,001 – 10,000 shares3002,209,81311.33%3.13%
10,001 – 100,000 shares3299,104,42112.42%12.92%
100,001 shares or more4956,121,4051.85%79.61%
Total2,649*70,492,156100%100%
*This number does not include a number of shareholders within Custodial and Nominee companies
Top 20 shareholders as at 30 June 2025
ShareholderShares held
Percentage of
shares
Li Wang 8,552,736 12.13%
China Resources Enterprise Limited4,318,000 6.13%
HSBC Nominees (New Zealand) Limited 4,237,852 6.01%
Custodial Services Limited 3,567,871 5.06%
Kauri NZ Investments Limited 3,558,077 5.05%
FNZ Custodians Limited 3,496,598 4.96%
Accident Compensation Corporation 3,173,142 4.50%
Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 2,366,250 3.36%
Bnp Paribas Nominees NZ Limited Bpss40 2,248,895 3.19%
Forsyth Barr Custodians Limited 1,973,697 2.80%
Junxian Li 1,881,110 2.67%
New Zealand Depository Nominee 1,704,958 2.42%
Li Sun1,410,000 2.00%
New Zealand Permanent Trustees Limited 1,296,817 1.84%
Rjt Investments Limited 1,139,553 1.62%
Maori Investments Limited1,000,000 1.42%
Citibank Nominees (Nz) Ltd 782,759 1.11%
Masfen Securities Limited 734,010 1.04%
David Robert Banfield & Joy Dawn Banfield
& Julian Alexander Donald 531,712 0.75%
Kam Chip Butt 526,305 0.75%
Other21,991,81431.20%
Total ordinary shares70,492,156100.00%
FINANCIAL STATEMENTS
58Financial Statements 2025
STATUTORY INFORMATIONSECTION FIVE
FINANCIAL STATEMENTS
SHAREHOLDER DISCLOSURES (CONTINUED)
Substantial security holders as at 30 June 2025
ShareholderShares heldPercentage of shares
Li Wang8,552,73612.13%
China Resources Enterprise Limited
4,318,0006.13%
Kauri NZ Investments Limited
3,558,077 5.05%
59Financial Statements 2025
STATUTORY INFORMATIONSECTION FIVE
Directors
COMVITA BOARD OF DIRECTORS
—
Bridget Coates
Guangping Zhu
Michael Sang
Robert Major
Yawen Wu
Banker
WESTPAC NEW ZEALAND
—
Level 8
16 Takutai Square
PO Box 934
Auckland 1140
ANZ BANK NEW ZEALAND
—
ANZ Centre, 23-29 Albert Street
Auckland 1010
Registered Office
COMVITA LIMITED
—
23 Wilson Road South,
Paengaroa
Private Bag 1, Te Puke 3153
Bay of Plenty, New Zealand
Phone +64 7 533 1426
Fax +64 7 533 1118
Freephone 0800 504 959
Email investor.relations@
comvita.com
www.comvita.com
Auditors
KPMG TAURANGA
—
Level 2
247 Cameron Road
PO Box 110
Tauranga 3140
Solicitor
SIMPSON GRIERSON
—
27/88 Shortland St
Auckland CBD
Auckland 1010
Share Registry
MUFG CORPORATE
MARKETS
—
Level 30
PwC Tower
15 Customs Street West
Auckland 1010
More Details
SECTION SIX:
FINANCIAL STATEMENTS
60Financial Statements 2025
MORE DETAILSSECTION SIX
Aotearoa
New Zealand
COMVITA NEW ZEALAND
LIMITED
—
23 Wilson Road South
Paengaroa
Private Bag 1, Te Puke 3153
Bay of Plenty,
Aotearoa New Zealand
Phone +64 7 533 1426
Freephone 0800 504 959
info@comvita.com
Malaysia
COMVITA MALAYSIA SDN.
BHD.
—
Business Suite 19A-24-3
Level 24 UOA Centre,
19 Jalan Pinang,
Kuala Lumpur
Phone: +60 166558966
hello.my@comvitasea.com
Korea
COMVITA KOREA CO. LIMITED
—
18F Gwanghwamun Building
149 Sejong-daero, Jongno-gu
Seoul (03186), Korea
Phone +82 2 2631 0041
service.korea@comvita.com
Published August 2025
This document is printed on environmentally responsible papers, produced using elemental chlorine-free
(ECF), FSC-certified mixed-source pulp from responsible sources and manufactured under the strict
ISO 14001 environmental management system.
Japan
COMVITA JAPAN K.K.
—
3-27-15-2A Jingumae
Shibuya-ku, Tokyo 150-0001
Phone 03-6805-4780
info@comvita-jpn.com
China
COMVITA FOOD (CHINA)
LIMITED
—
Room 2501 - 2502, Block A
Xinhao E Du, No 7018
Caitian Road, Futian District
Shenzhen 518120
Guangdong, China
Phone +86 755 8366 1958
comvita@comvita.com.cn
Hong Kong SAR
COMVITA HK LIMITED
—
Room 804A-805A
Empire Centre
68 Mody Road ETST
Hong Kong SAR
Phone +852 2562 2335
cs@comvita.com.hk
Singapore
COMVITA SINGAPORE
PTE LIMITED
—
30 Petain Road,
Singapore (208099)
Phone: +65 68735766
hello.sg@comvitasea.com
North America
COMVITA USA, INC.
—
506 Chapala Street
Santa Barbara, CA 93101
United States
Phone +1 855 449 2201
hello@comvita.com
Australia
COMVITA AUSTRALIA
PTY LIMITED
—
Office No. 34. Level One
1024 Ann Street, Fortitude
Valley, QLD, 4006, Australia
Freephone 1800 466 392
info@comvita.com.au
FINANCIAL STATEMENTS
0. Headlines here
61Financial Statements 2025
Our Offices
MORE DETAILSSECTION SIX
---
FULL YEAR RESULTS FY25
29 August 2025
Presented by:
Bridget Coates, Board Chair
Mike Sang, Director
Karl Gradon, CEO
FY25 RESULTS PRESENTATION
DISCLAIMER
I M P O RTA N T N OTI C E
.
2
This presentation is given on behalf of Comvita Limited.
Information in this presentation:
•Should be read in conjunction with, and is subject to, Comvita’s Annual Reports, Interim Reports and market releases on NZX;
•Is from the audited Annual results for the year ended 30 June 2025;
•Includes non-GAAP financial measures such as Underlying Profit/(Loss), EBITDA, Free Cash Flow, Net Debt and Net Contribution. These measures do not
have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. They
should not be used in substitution for, or isolation of, Comvita’s unaudited interim financial statements. We monitor these non-GAAP measures as key
performance indicators, and we believe it assists investors in assessing the performance of the core operations of our business.
•May contain projections or forward-looking statements about Comvita. Such forward-looking statements are based on current expectations and involve
risks and uncertainties. Comvita’s actual results or performance may differ materially from these statements;
•Includes statements relating to past performance, which should not be regarded as a reliable indicator of future performance;
•Is for general information purposes only, and does not constitute investment advice; and
•Is current at the date of this presentation, unless otherwise stated.
While all reasonable care has been taken in compiling this presentation, Comvita accepts no responsibility for any errors or omissions.
All currency amounts are in NZ dollars unless otherwise stated.
FY25 RESULTS PRESENTATION
3
1)Current position and FY25 operating context
2)Key updates
3)FY25 financial result
4)Market and industry update
5)FY26 priorities and future focus
FY25 RESULTS PRESENTATION
4
•Performance materially impacted by ongoing sector pressures, alongside structural and execution issues dating
backseveral years
•Limitedfinancial headroom and significant capital constraints
•Tangible progressevident – positive free cash flow, reduced net debt, disciplined inventory and cost management,
with further gains expected through FY26.
•Scheme Implementation Agreement signed with Florenz Limited in August 2025
FY25 RESULTS PRESENTATION
5
•Mānuka honey sector remains under sustained pressure- prolonged oversupply, pricing volatility, and softer
consumer demand.
•Elevated inventory costs from prior overpayment further compressed margins.
•Significant capital invested to drive growth has not delivered expected results.
•Reset programme implemented with urgency- delivering cost savings, streamlining operations, strengthening
leadership, and positioning for improved performance
•Turnaround has carried material costs given structural complexity and legacy issues.
•Protected #1 brand position in core markets and achieved key commercial milestones, including a strategic
agreement with the world’s largest club retailer.
FY25 RESULTS PRESENTATION
6
Banking covenants
•New covenants agreed with bank syndicate out to 31 Dec 2025, tested quarterly, including waiver of two covenants
previously at risk and introduction of an EBIT covenant.
•Agreed extension of working capital banking facilityrepayment, with a reduction in the facility from$44m to $24m.
•Board signaling need for long-term recapitalisation.
Going concern
•Directors consider the Group a Going Concern, with current assets exceeding liabilities by $52m, FY26 forecasts
showing sufficient cash to meet obligations as they fall due, assuming bank syndicate support,and an expected
return to profitability subject to execution.
•The proposed Scheme would materially strengthen the Group’s financial position and reduce funding risk. The board
recognises the potential requirement for a longer-term recapitalisation solution if the Scheme does not proceed.
FY25 RESULTS PRESENTATION
7
•Scheme Implementation Agreement signed withFlorenz Limited (“Florenz”) to acquire all shares in Comvita by way of Scheme of
Arrangement for a cash price of $0.80 cents per share, representing:
oAn equity value of approximately $56 million and an enterprise value of $119 million
oA premium of 67% to Comvita’s closing share price on 15 August 2025
oA premium of 56% to Comvita’s 90-day VWAP as at 18 August 2025
•The Board unanimously supports the offer given the premium to recent trading, the greater certainty it provides and the liquidity it
offers given historically low trading volumes.
•The Board intend to vote all shares controlled by them in the absence of a Superior Proposal and subject to the Independent
Adviser’s Report.
•The Scheme is subject to shareholder approval, High Court approval and an Independent Adviser’s Report
FY25 RESULTS PRESENTATION
.
8
FY25 RESULTS PRESENTATION
REVENUE
$192.4 M
OPERATING
EXPENSES
UnderlyingNPBT
NPAT
INVENTORYNET DEBTFREE CASH FLOW
OPERATING
CASH FLOW
9
(4.1%) vs PCP
$114.4 M
(9.0%) vs PCP
($21.9 M)
(1.2%) vs PCP
($104.8 M)
(30.3%) vs PCP
$34.1 M
539.9% vs PCP
$25.3 M
273.2% vs PCP
$62.4 M
(21.8%) vs PCP
$89.0 M
(34.4%) vs PCP
•Underlying NPBT is a Non-GAAP financial measure. We monitor this non-GAAP measure as a key performance indicator, in assessing the performance of the core operations of our business.Reconciliation of underlying NPBT is provided on
slide 11.
•Free cash flow (FCF) and Net debt are non-GAAP measure. We monitor these as key performance indicators and believe they assist investors in assessing the performance of the core operations of our business.
FY25 RESULTS PRESENTATION
.
10
Revenue of $192.4M, down 4.1% compared to FY24 $200.7M.
•Greater China down by $9.5M.
•Rest of Asia up $6.8m, while ANZ down $4.9M.
Underlying NPBT loss of $21.9M, increased by 1.2% vs. FY24
•Gross profit of $82.7M ($97.8M pre-inventory provisions), compared to FY24
$108.9M.
•Opex reduced $11.4M (-9%)
•Cost reduction focus delivered $12.6m savings in FY25
NPAT loss of $104.8M, increased by $24.3M from FY24.
•Inventory provisions of $15.1M
•Impairments of $53.9M for FY25.
191.7
208.9
231.4
200.7
192.4
-
50.0
100.0
150.0
200.0
250.0
FY21
FY22
FY23
FY24
FY25
Revenue NZ$M
13.4
17.1
11.8
(21.6)
(21.9)
(40.0)
(20.0)
-
20.0
FY21FY22FY23FY24FY25
Underlying Net Profit (Loss) before Tax NZ$M
•Underlying NPBT is a Non-GAAP financial measure. We monitor this non-GAAP measure as key performance indicator, in assessing the
performance of the core operations of our business.Reconciliation of underlying NPBT is provided on slide 11.
FY25 RESULTS PRESENTATION
11
•FY24 – FY25 total impairments and provisions of $136.7M.
•FY25 impairments of $53.9M and provisions of $18.6M.
•Provisions:
▪Inventory
▪Change in fair value in Biological Assets
•FY25 Net profit before tax excluding impairment was ($21.9M) –
Revenue flat, gross margin down, offset by OPEX reductions and lower
interest.
Reconciliation of non-GAAP measures
NZ$MFY24 FY25
Net profit before tax - Reported(85.8)(94.4)
Impairment64.253.9
Provisions for Inventory15.1
Fair Value in Biological Assets change3.5
Net profit before tax – Underlying*(21.6)(21.9)
•Underlying NPBT is a Non-GAAP financial measure. We monitor this non-GAAP measure as key performance indicator, in assessing the performance of the core operations of our business.Reconciliation of Impairments and provisions
refer to slide 26 in appendix of this presentation.
FY25 RESULTS PRESENTATION
.
12
COMVITA FULL YEAR RESULTS
SUMMARY OF BALANCE SHEET
NZ$MFY21FY22FY23FY24 FY25
Inventory101.0132.2137.3135.889.0
Cash and Cash equivalents 16.317.811.68.29.0
Fixed Assets – Tangible80.281.091.797.139.8
Fixed Assets – Intangible38.040.441.87.40
Other Assets51.161.475.155.235.5
Total Assets286.6332.8357.5303.7173.3
Bank Debt20.8 43.364.987.971.3
Leased Liabilities13.6 12.8 15.4 21.520.4
Other Liabilities30.348.738.737.626.7
Total Liabilities64.7104.8119.0147.0118.4
Net Assets/Total Equity221.9228.0238.5156.754.9
•Total net assetsof $54.9M at 30 June 25 following
incremental provisions and impairment.
•Cash at bank – relates to cash held in our offshore
subsidiaries to have sufficient funds to meet their
short termpaymentobligations.
•Other current assets – decrease due to lower
debtors with a combination of lower sales YOY as
well as improved debtor collection performance.
•Fixed assets decreased due to impairment across
all cash generating units.
•Focus remains on reducingdebt, which has been
supported through sell down ofinventory and
generating positive free cash flows.
FY25 RESULTS PRESENTATION
.
13
Net debt reduced by $17.4M - at $62.4M vs $79.7M at end of FY24.
•Positive free cash flow of $25.3M before interest expenses
•Focus on reducing inventory.
•Tight controls on capital expenditure.
•Realised surplus assets.
(4.6)
(25.5)
(53.4)
(79.7)
(62.4)
(90.0)
(80.0)
(70.0)
(60.0)
(50.0)
(40.0)
(30.0)
(20.0)
(10.0)
-
FY21
FY22
FY23
FY24
FY25
Net Debt NZ$M
101.0
132.2
137.3
135.8
89.0
-
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
FY21FY22FY23FY24FY25
Inventory NZ$M
Inventory reduced by $46.8M - at $89.0M vs $135.8M at end of FY24.
•Inventory provision of $15.1m
•Reduction in inventory of $31.7m, predominately Finished Goods.
Focus in FY25 has been on reducing debt and inventory -both achieved through
operating discipline and surplus asset sales
•Net debt is a non-GAAP measure. We monitor this as a key performance indicators and believe they assist investors in
assessing the performance of the core operations of our business.
FY25 RESULTS PRESENTATION
.
14
•Operating cash flow positive $34.1M vs $5.3 in FY24.
•Primarily due to reduction in inventory of $31.7M prior to
provisions.
•Free cash flow positive $25.3M vs -$14.6M in FY24.
•Strong free cash flow recovery in FY25 supported by strong
operating cash flow.
•Realisation of surplus assets.
•Reduced net capital expenditure and investments by $12.0M
vs prior year
•Ongoing focus on tight cash management.
24.8
2.8
8.9
5.3
34.1
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
FY21
FY22
FY23
FY24
FY25
Operating Cash Flow NZ$M
12.0
(14.2)
(16.9)
(14.6)
25.3
(30.0)
(20.0)
(10.0)
-
10.0
20.0
30.0
FY21FY22FY23FY24FY25
Free Cash Flow NZ$M
•Free cash flow (FCF) is a non-GAAP measure. We monitor this as a key performance indicators and believe it assist
investors in assessing the performance of the core operations of our business.
FY25 RESULTS PRESENTATION
.
15
FY25 RESULTS PRESENTATION
16
MY MANDATE IS CLEAR: FIX WHAT’S BROKEN,
PROTECT WHAT’S STRONG, AND IMPROVEPERFORMANCE.
COMVITA'S STRENGTHSCOMVITA'S DEVELOPMENT AREAS
•Comvita has the best value chain in the sector.
•Global #1 Mānuka honey brand.
•Strong retail and omni-channel presence in
Asia.
•Trust, provenance and product quality that
competitors cannot easily replicate.
•Our people – capability, passion, and
commitment that drive our success
•Lost share and margin.
•Weak execution of key commercial initiatives.
•Too slow to adapt to shifting sector dynamics.
•Cost structure remains uncompetitive.
•Poor systems, silos and lack of standard
processes/tools.
•Alignment and prioritisation have not been strong
enough globally
FY25 RESULTS PRESENTATION
OVERSUPPLY, ECONOMIC UNCERTAINTY AND DEMAND FLUCTUATIONS ARE
RESHAPING THE INDUSTRY, WITH PREMIUM POSITIONING UNDER ATTACK.
.
17
Market and industry dynamics remain challenging
•Surplus supplydriving market pricing down.
•Several participants under strain, consolidation occurring at pace.
•High stock levels working through supply chain, reduced hive numbers
Category segmenting
•Growinggap in volume and pricing dynamics.
•Commoditisation accelerating, new large global entrants.
•Innovation key to Comvita strategy. Honey in a jar is no longer enough.
Market growth
•Globally the category is growing at ~1–3% p.a.
•China remains difficult. Demand stable in other markets.
•Comvita is recovering market share.
FY25 RESULTS PRESENTATION
.
18
Disappointing result : 10.9% decrease in sales, 24.8% decrease in
profit compared to FY24.
•China remains the most challenging market, with economic
slowdown and oversupply pressuring margins.
•Comvita retains #1 brand with >50% share.
•Distribution reset and structural simplification underway – early
gains but recovery will be slow.
•Q4 improvement led by premium UMF, with further opportunities
in large scale retail and online
GREATER CHINA
FY21FY22FY23FY24FY25
Sales NZ$M
93.196.9106.386.677.2
Net Contribution NZ$M
19.923.025.715.511.6
Net Contribution %
21.4%23.7%24.1%17.8%15.0%
Reported currency basis
•Net Contribution is a non-GAAP financial measure and is a key performance indicators, and we believe it assists
investors in assessing the performance of the core operations of our business.
FY25 RESULTS PRESENTATION
.
19
Core growth market for Comvita. Has returned to strong volume growth,
with 10.0% growth in sales and 15.2% growth in profit versus FY24.
•Performance result of increased distribution with key retailer.
•Significant growth in Natural Retail Channel, securing number
1 brand position.
•Rationalised product rangeand improving e-commerce capability.
NORTH AMERICA
FY21FY22FY23FY24FY25
Sales NZ$M
24.731.835.626.128.7
Net Contribution NZ$M
4.78.48.94.75.4
Net Contribution %
19.1%26.5%24.9%17.8%18.7%
Reported currency basis
•Net Contribution is a non-GAAP financial measure and is a key performance indicators, and we believe it assists
investors in assessing the performance of the core operations of our business.
.
Rest of Asia sales increased 18.5% versus FY24.
•Rest of Asia honey markets growing steadily, but with
increased competition.
•Focusing on channel improvements and profitability.
Singapore well placed for growth after HoneyWorld reset.
•Opportunities for volume growth through increased
distribution.
ANZ sales and profit decreased versus FY24.
•Traditional Daigou channels remain sluggish due to China
situation.
•Non-honey products stabilised and returning to growth.
EMEA sales decreased 8.9% versus FY24 but profitable.
•Switch to distributor business model in UK and Europe
complete, delivering improved margins post-transition.
•Middle East growth opportunities through partnerships with
leading pharmacy chains and wellness retailers.
ANZ
FY21FY22FY23FY24FY25
Sales NZ$M
32.434.740.836.431.5
Net Contribution NZ$M
10.211.211.610.37.0
Net Contribution %
31.5%32.3%28.4%28.3%22.1%
REST OF ASIA
FY21FY22FY23FY24FY25
Sales NZ$M
25.327.331.836.643.3
Net Contribution NZ$M
6.46.68.31.80.9
Net Contribution %
25.1%24.1%26.1%4.9%2.1%
EMEA
FY21FY22FY23FY24FY25
Sales NZ$M
5.15.15.93.63.3
Net Contribution NZ$M
0.00.10.6(0.9)0.4
Net Contribution %
0.7%1.6%10.3%-25.4%10.9%
Reported currency basis
•Net Contribution is a non-GAAP financial measure and is a key performance indicators, and we believe it assists
investors in assessing the performance of the core operations of our business.
FY25 RESULTS PRESENTATION
.
21
MARKET CHALLENGESCOMVITA STATUSOPPORTUNITIES
China
Discount brands prevail.
Margin erosion.
Number 1 brand.
Premium price.
Growing online.
Volume end of market.
United States
Intensifying competition, especially
in key online channels.
Bulk retail partnerships.
Leading natural health channel brand
and growing.
Premium, grocery and online.
Rest of Asia
Intensifying competition and margin
pressure.
Premium positioning.
Channels under-performing.
Retail store and channel
optimisation, including extending
distribution.
ANZ
Daigou channel impacted by China
context.
Number 1 brand in key channels.
Win at home, with margin
improvements through pricing
alignment.
UK, Europe & Middle East
UK mature and competitive.
Europe and Middle East developing.
Limited distribution.
Previous UK and Europe business
model not profitable.
Profitable distribution extension.
EACH REGION’S CONTEXT VARIES, HAS A DIFFERENT ROLE TO PLAY,
AND REQUIRES A TAILORED STRATEGIC APPROACH.
FY25 RESULTS PRESENTATION
.
22
EXECUTION PRIORITIES
PROGRESS TO DATETOP PRIORITIES FOR FY26FUTURE FOCUS
☐Hold pricing integrity in premium
segments and grow share in lower
UMF grades.
☐Deliver further cost savings.
☐Simplify leadership and continue to
right-size overheads.
☐Return to profitability.
☐Reduce net debt
☐Reset balance sheet.
☐Maintain number 1 brand position,
owning the global premium
positioning.
☐Increase distribution through omni-
channel capability. Must win online.
☐Sustainable and scalable supply
through ownMānukaforests and
apiary business.
☐Increase rate of innovation and
targeted geographic expansion.
☐One Comvita culture – rebuild trust.
☐Become truly consumer centric.
Initiated new sales strategies in China
and America
Right-sizing the business has delivered
cost savings of $12.6M.
Reduction in debt to $62.4M from
$79.7M
Reduction in finished goods and raw
honey inventory.
Simplified organisational structure.
Begun rebuilding the leadership team.
FY25 RESULTS PRESENTATION
.
23
FY25 RESULTS PRESENTATION
.
24
FY25 RESULTS PRESENTATION
25
The Directors have carefully considered the ability of the Group to meet its
liabilities as they fall due and concluded that the Group will continue to operate
as a going concern. In reaching their conclusion, the Directors have considered
the following factors:
•Current assets exceed current liabilities by $52.0m;
•Cash flow forecasts for the 12 months following the approval of these financial
statements have been prepared, incorporating the FY26 budget and forecast, and
indicate sufficient cash flows to meet obligations as they fall due;
•The FY26 budget and forecasts for the following 4 years have been completed,
and the outlook is a return to profitability, albeit subject to execution risk;
•The Directors have made due enquiry into the appropriateness of the
assumptions underlying the budget and forecasts; and
•On 18 August 2025, the Group announced a proposed Scheme of Arrangement.
The Directors consider the Scheme a credible and probable outcome that would
materially strengthen the Group’s financial position and reduce execution risk
associated with alternative funding strategies.
NZ$MFY25
Underlying Net Profit (Loss) Before Tax (21.9)
Bank Debt(71.3)
Bank syndicate revised FY26 Q1 and Q2 covenants
Forecast to breach future covenants.
For the complete Going Concern statement refer to Pg.10 of the Financial Statements.
•Underlying NPBT is a Non-GAAP financial measure. We monitor this non-GAAP measure as key performance indicator, in
assessing the performance of the core operations of our business.Reconciliation of underlying NPBT is provided on slide 11.
FY25 RESULTS PRESENTATION
.
26
•Impairment total of $53.9M after ‘fair value’ assessment of Comvita
carrying value.
•Apiary and Mānuka Forests impairment of $29.9M with continued
supply market honey pricing pressures.
•Fixed assets fully impaired across all Cash Generating Units aside
from Apiary.
•Remaining Intangible assets were impaired including the
HoneyWorld brand of $4.5M.
•Medibee guarantee with an additional $1.0M impairment in FY25.
•Provisions
•Inventory provisions of $15.1M.
•Fair value adjustment for Bees ($2.9M) and Olive Leaf ($0.6M).
IMPAIRMENT
NZ$MFY24FY25
Fixed assets – Forests & Apiary(3.4)(20.9)
Right of use assets – Forests & Apiary-(9.0)
Other fixed assets(15.7)
Intangible assets(42.9)(7.2)
Investments(12.2)-
Loans to investees(1.5)(0.1)
Medibee guarantee(4.2)(1.0)
Total impairment pre tax(64.2)(53.9)
INVENTORY & OTHER PROVISIONS
NZ$M
FY24FY25
Inventory provision-(15.1)
Fair value adjustment biological assets(3.5)
---
Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at March 2025
Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
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NZX as required under NZX Listing Rule 3.26.1.
Results for announcement to the market
Name of issuer Comvita 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
$192,428 (4)%
Total Revenue $192,428 (4)%
Net profit/(loss) from
continuing operations
($104,759) (30)%
Total net profit/(loss) ($104,759) (30)%
Interim/Final Dividend
Amount per Quoted Equity
Security
It is not proposed to pay a dividend
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security (in
dollars and cents per
security)
$0.78 $1.99
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to results announcement and attachments for
commentary.
Authority for this announcement
Name of person
authorised
to make this announcement
Karl Gradon, CEO
Contact person for this
announcement
Karl Gradon, CEO
Contact phone number +64 21 312 990
Contact email address Karl.gradon@comvita.com
Date of release through MAP
29 August 2025
Audited financial statements accompany this announcement.
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.