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DGL - 2025 Annual Report

Annual Report26 September 2025DGLConsumer Staples

We are building
a leading global

super premium

wine company.

delegat group limited annual report 2025

Oyster Bay captures the special
character of New Zealand's cool

climate viticulture....

elegant, assertive wines with

glorious fruit flavours. These

unique wine styles are

amongst the most sought after

in the world today.

THE DELEGAT STATE-OF-THE-ART MARLBOROUGH WINERY

CONTENTS
2

3

5

13

22

25

27

28

29

30

32

35

73

76

93

99

Performance Summary

Financial Summary

Chair’s Report

Chief Executive Officer Report

Board of Directors

Directors’ Responsibility Statement

Statement of Financial Performance

Statement of Other Comprehensive Income

Statement of Changes in Equity

Statement of Financial Position

Statement of Cash Flows

Notes to the Financial Statements

Independent Auditor’s Report

Corporate Governance Statement

Other Disclosures

Directory

DELEGAT ANNUAL REPORT 2025
2

PERFORMANCE SUMMARY 2025

1. Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP.

It may therefore not be comparable to non-GAAP measures presented by other entities.

GLOBAL CASE SALES DOWN 12%

3.2 MILLION

OPERATING NPAT

1

DOWN 14%

$51.1 MILLION

OPERATING EBITDA

1

DOWN 9%

$116.5 MILLION

CASH FROM OPERATIONS UP 86%

$105.7 MILLION

REPORTED NPAT UP 56%

$49.0 MILLION

3
YEAR ENDED 30 JUNE20252024202320222021

Case Sales (000s)3,1883,6143,6763,3603,178

OPERATING PERFORMANCE

1

Operating Revenue

9

($m)349.6375.7375.8325.4302.7

Operating EBITDA

1, 2

($m)116.5128.5120.4112.2122.4

Operating EBIT

3, 4

($m)89.0102.796.888.899.6

Operating EBIT % of Revenue25%27%26%27%33%

Operating NPAT

5, 6

($m)51.159.759.358.165.2

Operating NPAT % of Revenue15%16%16%18%22%

Operating Cashflow ($m)105.756.959.765.674.7

Capital Expenditure

10

($m)59.969.1101.739.561.7

REPORTED PERFORMANCE

Revenue ($m) 349.6378.3381.4325.6305.4

EBITDA

1

($m)113.6107.2128.1119.0117.8

EBIT

3

($m)86.181.4104.595.695.0

EBIT % of Revenue 25%22%27%29%31%

N PAT

5

($m)49.031.464.863.061.9

NPAT % of Revenue 14%8%17%19%20%

EPS

8

48.5c31.0c64.1c62.3c61.2c

Net Assets

7

($m)586.1556.0544.8499.5453.9

Total Assets ($m) 1134.71115.91063.3967.3883.8

This Annual Report is dated 29 August 2025 and is signed on behalf of the Board by:

FINANCIAL SUMMARY 2025

Notes:

1. EBITDA means earnings before interest, tax, depreciation and amortisation.

2. Operating EDITDA means EBITDA before NZ IFRS fair value adjustments

and any other one-off non-operating items.

3. EBIT means earnings before interest and tax.

4. Operating EBIT means EBIT before NZ IFRS fair value adjustments and any

other one-off non-operating items.

5. NPAT means net profit after tax attributable to ordinary Shareholders.

6. Operating NPAT means NPAT before NZ IFRS fair value adjustments and

any other one-off non-operating items, after tax.

7. Net Assets means total assets less total liabilities.

8. EPS means earnings per share and is calculated on NPAT for the year

divided by the weighted average number of ordinary shares on issue. The

weighted average number of shares on issue are 101,130,000.

9. Operating Revenue is before fair value movements on derivative

instruments (if gains).

10. Capital expenditure consists of additions to property, plant and equipment

inclusive of capitalised interest.

J I M D E L E G A T

CHAIR

GORDON MACLEOD

DIRECTOR

5
On behalf of the Board of Directors of Delegat Group Limited, I am pleased to present the

Group’s operating and financial results for the year ended 30 June 2025.

Together, our global team have delivered a creditable operating Net Profit After Tax of $51.1

million. This has been achieved against a backdrop of uncertainty, in what has been a challenging

global market environment.

As a market led wine business the Group’s focus remains on wine category premiumisation

and value growth, aligning to the long-term trend of Super Premium wine consumption. The

strengths of our category-leading Super Premium brands, in-market sales teams, distribution

networks and strong consumer demand has provided the necessary resilience in these

challenging times and a solid foundation which positions Delegat well for future sales growth

on our journey to build a leading global Super Premium wine company.

Delegat Group is well

positioned to lead

New Zealand wine category

growth on our journey to

build a leading global Super

Premium wine company.

CHAIR’S REPORT 2025

J I M D E L E G A T

CHAIR

DELEGAT ANNUAL REPORT 2025 CHAIR’S REPORT
6

PERFORMANCE SUMMARY

• Global Case Sales of 3,188,000, down 12%.

• Operating NPAT of $51.1 million, down 14%.

• Operating EBITDA of $116.5 million, down 9%.

• Reported NPAT of $49.0 million, up 56%.

• Cash from Operations of $105.7 million, up 86%.

The Group presents its financial statements in accordance with the New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS).

To provide further insight into the Group’s underlying operational performance, the Group has

also included in this report an Operating Performance Report. This Operating Performance

Report excludes the impact of fair value adjustments required under NZ IFRS for grapes

and derivative instruments and the tax effects of the removal of depreciation deductions on

buildings in the prior year. As a fully integrated winemaking and sales operation, Operating

Profit includes the fair value adjustment in respect of grapes when packaged wine is sold rather

than on harvest of the grapes, and the fair value adjustment on derivative instruments when

these foreign exchange contracts and interest rate swaps are realised.

The Group has included a reconciliation of Operating Profit to Reported Profit which eliminates

from each line in the Statement of Financial Performance all fair value adjustments

1

.

June 2025 June 2024 % change

NZ$ millions vs 2024

Operating Revenue

1

349.6 375.7 -7%

Operating Gross Profit

2

158.3 171.2 -8%

Operating Gross Margin 45% 46%

Operating Expenses

3

(69.3) (68.5) -1%

Operating EBIT

4

89.0 102.7 -13%

Operating EBIT % of Revenue 25% 27%

Interest and Tax (37.9) (43.0) 12%

Operating NPAT

4

51.1 59.7 -14%

Operating NPAT % of Revenue 15% 16%

Operating EBITDA

4

116.5 128.5 -9%

Operating EBITDA % of Revenue 33% 34%

TABLE 1 OPERATING PERFORMANCE

1

Notes:

1. Operating Revenue is before fair value movements on derivative instruments (if gains).

2. Operating Gross Profit is before the net fair value movements on biological produce (harvest adjustment) and the NZ IFRS adjustments excluded in Note 1.

3. Operating Expenses are before fair value movements on derivative instruments (if losses) and any other one-off non-operating items.

4. Operating EBIT, EBITDA and NPAT are before any fair value adjustments and any other one-off non-operating items.

1

Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP. It may therefore not be

comparable to non-GAAP measures presented by other entities. The Chair and Chief Executive Officer’s Reports are read by the auditors as part of their

responsibilities in respect of other information as disclosed in their audit report.

DELEGAT ANNUAL REPORT 2025 CHAIR’S REPORT
7

OPERATING PERFORMANCE

A creditable operating NPAT of $51.1 million was generated compared to $59.7 million in

the previous 12 months. Operating EBIT of $89.0 million is $13.7 million lower than last year,

reflecting the lower case sales volumes and resulting margin impact, higher impact on cost of

sales from the lower 2024 vintage, partially offset by the favourable impacts of price increases

and foreign exchange. Accordingly Operating EBITDA of $116.5 million is $12.0 million lower

than last year. Operating Expenses (before NZ IFRS adjustments) at $69.3 million are $0.8

million higher than last year.

Delegat achieved Operating Revenue of $349.6 million on global case sales of 3,188,000 in

the year.

The Group’s case sales performance and foreign currency rates achieved are detailed in table 2.

TABLE 2 CASE SALES AND FOREIGN CURRENCY

June 2025 June 2024 % change

Case Sales (000s) vs 2024

UK, Ireland and Europe 1,008 1,183 -15%

North America (USA and Canada) 1,509 1,725 -13%

Australia, NZ and Asia Pacific 671 706 -5%

Total Cases 3,188 3,614 -12%


Foreign Currency Rates

GB£ 0.4659 0.4839 4%

AU$ 0.9149 0.9172 0%

US$ 0.5945 0.6133 3%

CA$ 0.8190 0.8231 0%

DELEGAT ANNUAL REPORT 2025 CHAIR’S REPORT
8

NZ IFRS FAIR VALUE ADJUSTMENTS

In accordance with NZ IFRS the Group is required to account for certain assets at ‘fair value’

rather than at historic cost. All movements in these fair values are reflected in and impact

the Statement of Financial Performance. The Group records adjustments in respect of three

significant items at the year-end as described below and detailed in table 3.

• Harvest Provision Release (Grapes) – Inventory is valued at market value, rather than costs

incurred, at harvest. Any fair value adjustment is excluded from Operating Performance

for the year, by creating a Harvest Provision. This provision is then released through Cost

of Sales when inventory is sold in subsequent years. This represents the reversal of prior

periods’ fair value adjustments in respect of biological produce as finished wine is sold in

subsequent years. In 2025, the market value of the Company grapes was more than the

costs incurred, resulting in a $9.4 million write-up (2024: write-down of $5.0 million). This

write-up is due to the increased yields for the 2025 vintage (up 39% year on year). This

write-up, less the impact of prior years’ vintages being sold has resulted in a net write-up of

$3.7 million for the year (2024: write-down of $24.0 million);

• Derivative Instruments are held to hedge the Group’s foreign currency and interest rate

exposure. The mark-to-market movement of these instruments at balance date resulted in a

fair value write-down of $6.6 million (2024: write-up of $2.7 million); and

• The tax effect of removal of depreciation deductions on buildings resulted in a tax write-

down of $13.0 million in the prior year.

The above adjustments, net of taxation, amount to a write-down of $2.1 million for the year

(2024: write-down of $28.3 million).

Notes:

1. Biological Produce (Grapes) is the difference between market value paid for grapes and the cost to grow grapes.


The Harvest Provision is reversed and only recognised when the finished wine is sold.

2. n/m means not meaningful.

TABLE 3 IMPACT OF FAIR VALUE ADJUSTMENTS

June 2025 June 2024 % change

NZ$ millions vs 2024

Operating NPAT 51.1 59.7 -14%

Operating NPAT % of Revenue 15% 16%

NZ IFRS Fair Value Items

Biological Produce (Grapes)

1

3.7 (24.0) n/m

2

Derivative Financial Instruments (6.6) 2.7 n/m

2

Total Fair Value Items (2.9) (21.3) n/m

2

Taxation of NZ IFRS fair value items 0.8 6.0 n/m

2

Removal of building tax depreciation – (13.0) 100%

Fair Value Items after Tax (2.1) (28.3) n/m

2

Reported NPAT 49.0 31.4 56%

DELEGAT ANNUAL REPORT 2025 CHAIR’S REPORT
9

RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE

Accounting for all fair value adjustments under NZ IFRS, the Group’s reported audited financial

performance for the year ended 30 June 2025 is reconciled to Operating Profit as detailed in

table 4.

CASH FLOW

The Group generated Cash Flows from Operations of $105.7 million in the current year, which

is an increase of $48.8 million or 86% on the previous year. This increase is principally due to

lower working capital investment when compared to the prior year. A total of $44.2 million

was paid for additional property, plant and equipment during the year. This includes vineyard

developments in New Zealand, and development of the Hawke’s Bay and Marlborough wineries,

which will provide earnings growth into the years ahead. The Group distributed $20.2 million

to Shareholders in dividends.

The Group has a $420 million syndicated Senior debt facility and is well positioned to fund its

current operations as well as future capital investment in both New Zealand and Australia. The

Group’s net debt at 30 June 2025 amounted to $328.6 million, a decrease of 9% compared to

last year due to the strong operating cash flows and remains well within the Group’s long-term

bank facilities. Future growth in cashflows will support our capital expenditure programme.

June 2025June 2024

Notes:

1. EBIT means earnings before interest and tax.

2. NPAT means net profit after tax.

TABLE 4 RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE

Operating Fair Value Reported Operating Fair Value Reported

NZ$ millions Adjustment Adjustment

Revenue 349.6 – 349.6 375.7 2.7 378.3

Cost of Sales (191.3) 3.7 (187.6) (204.5) (24.0) (228.4)

Gross Profit 158.3 3.7 162.0 171.2 (21.3) 149.9

Operating Expenses (69.3) (6.6) (75.9) (68.5) – (68.5)

EBIT

1

89.0 (2.9) 86.1 102.7 (21.3) 81.4

Interest and Tax (37.9) 0.8 (37.1) (43.0) (7.0) (50.0)

N PAT

2

51.1 (2.1) 49.0 59.7 (28.3) 31.4


EBIT

1

89.0 (2.9) 86.1 102.7 (21.3) 81.4

Depreciation

and amortisation 27.5 – 27.5 25.8 – 25.8

EBITDA

3

116.5 (2.9) 113.6 128.5 (21.3) 107.2

3. EBITDA means earnings before interest, tax, depreciation and amortisation.

DELEGAT ANNUAL REPORT 2025 CHAIR’S REPORT
10

DIVIDENDS

The Directors consider that the underlying operational performance and continued strong

cash flows justify maintaining the dividend payout in line with last year. Accordingly, the

Directors are pleased to advise they have approved a fully imputed dividend payout of

20.0 cents per share. The dividend will be paid on 10 October 2025 to Shareholders on record

at 26 September 2025.

INVESTING FOR GROWTH

The Board is confident in the Group’s ability to prosper and drive sustainable sales and earnings

growth over the long term. Accordingly, the Group continues to invest in its assets, brands, and

people in line with our strategic goal.

Over the past four years, the Group has invested more than $250 million in growth assets and

is well positioned to support future growth. Looking ahead, we expect lower capital spending

over the next three years, focusing mainly on replacing essential infrastructure and productivity

initiatives. The Group plans to invest an additional $26.2 million in 2026.

The Board also fully realises the importance of driving high standards of responsibility on

Environmental, Social and Governance (ESG) issues across the business. A range of initiatives

are underway across the company focused on reducing the Delegat Group environmental

impact, enhanced Health and Safety outcomes for our people, and increasing diversity

and inclusion.

OUR DELEGAT GREAT WINE PEOPLE

The Board would like to take this opportunity to acknowledge our Delegat Great Wine

People around the world. The depth of experience and dedication of our people remains one

of our strengths, with our Delegat Great Wine People continuing to demonstrate resilience,

adaptability and our values of Aim High, Winning Together and Mastery.

13
The Group’s focus has been to:

• Implement price increases in certain markets aligned with our premiumisation strategy,

delivering an overall increase in revenue of 2% in FY25.

• Grow our global distribution footprint.

• Leverage its deep market knowledge and strong distributor relationships to navigate tariff

impacts.

• Manage inventory.

• Reinforce Oyster Bay’s brand affinity and value proposition as a trusted quality Super

Premium wine brand.

Thanks to the tremendous efforts of our entire global team in 2025, we have delivered an

Operating Net Profit after Tax of $51.1 million. The latter part of this year was impacted by

the US tariffs and ongoing global supply-chain disruptions. It is especially evident in these

challenging times that we see the hard work of our people and the resilience of our business

model, as we drive the company towards ongoing success.

CHIEF EXECUTIVE OFFICER REPORT 2025

We executed decisive actions

to align with evolving market

conditions —

ensuring we

remain well

-positioned to

deliver sustainable, long

-term

growth and shareholder value.

MURRAY ANNABELL

CHIEF EXECUTIVE OFFICER

DELEGAT ANNUAL REPORT 2025 CHIEF EXECUTIVE OFFICER REPORT
14

GLOBAL WINE TRENDS

The alcoholic beverage category, including wine, continues to experience both cyclical and

structural shifts, driven by a number of trends. Consumers are drinking less but seeking

recognised quality brands when they do. Moderation continues, driven by economic and

lifestyle factors, as well as health and generational attitudes. Consumers are choosing fewer

or lighter drinks. Premiumisation has slowed as consumers continue to focus their budgets on

necessities. Gen Z are now showing signs of engaging with the category.

Globally, white wine is forecast to perform better than other wine categories, aligning with

long-term consumer trends, for lighter and refreshing beverage choices to enjoy at home.

New Zealand wine is particularly well placed to benefit from these trends, through natural

advantages, distinctive wine styles and continuing to build premium value with engaged

wine consumers.

GLOBAL SALES PERFORMANCE

The Group achieved global sales of 3,188,000 cases, representing a 12% decline from the

prior year. This result is creditable, in the context of a challenging global market environment,

through the imposition of US tariffs, supply chain disruption, distributor and retailer inventory

rebalancing.

The US tariffs in March 2025, resulted in market uncertainty, requiring the Group to revise its

current year global case sales guidance. The year-end global sales result was in line with the

revised guidance of 3,182,000 cases.

Global sales continue to be well diversified by market, with 47% in North America, 32% in the

United Kingdom, Ireland and Europe, and 21% in the Australia, New Zealand, China and Asia

Pacific region. Our in-market sales teams are a competitive advantage for our business as they

engage productively with distributors and retailers throughout the year.

NORTH AMERICA

North America remains our largest market, with 2025 sales of 1,509,000 cases, down 13% on

the prior year.

• United States: This market is the Group’s largest market and most significant opportunity

for future growth. Oyster Bay remains a category-leading New Zealand wine brand, with

Sauvignon Blanc ranked among the top five white wines by value. Our brand growth strategy

is yielding strong results, with Pinot Grigio amongst the Top 10 within the premium global

varietal category.

DELEGAT ANNUAL REPORT 2025 CHIEF EXECUTIVE OFFICER REPORT
15

• Canada: Oyster Bay has maintained leading category positions, with all major varietals

ranking within the top 2 of their respective categories. Our presence across provincial

liquor boards and sustained investment in consumer communications continue to drive

performance. Barossa Valley Estate Shiraz and Cabernet Sauvignon are top five selling

Australian premium wines in Alberta and British Columbia.

UNITED KINGDOM, IRELAND AND EUROPE

Oyster Bay is a premium New Zealand category leading brand in these markets, with leading

consumer awareness and affinity. Sales were down 15% to 1,008,000 cases. The reduction in

sales was due to a combination of price increases implemented at the start of the year, and the

impact of heavy competitor price discounting in the latter part of the year.

• United Kingdom: Oyster Bay is amongst the top 3 rankings within the respective premium

New Zealand categories, supported by targeted promotional programming and strong

national account relationships.

• Ireland: Oyster Bay varietals have strong positions in their respective categories, with

Oyster Bay Sauvignon Blanc the leading premium Sauvignon Blanc over €11.

AUSTRALIA, NEW ZEALAND, CHINA AND ASIA PACIFIC

Oyster Bay is New Zealand’s category premium leading wine brand in these markets. The Group

delivered 671,000 cases, down 5% on the prior year, primarily due to the impact of competitor

price discounting.

• Australia: Oyster Bay Sauvignon Blanc remains the top-selling wine by value, Merlot,

Chardonnay, and Pinot Gris also hold strong positions among category leaders. Barossa

Valley Estate grew sales value ahead of the premium Australian Red Wine category.

• New Zealand: Oyster Bay Sauvignon Blanc is the category leader, while other Oyster Bay

varietals remain in the top five selling premium wines in their respective varietal categories.

• China: Sales grew 41%, with Oyster Bay the top-selling New Zealand wine brand by volume.

This reflects evolving consumption patterns, expanding distribution channels, broadening

the varietal offering and success of our digital engagement strategy.

• Asia Pacific continue to represent long-term growth markets, with emerging opportunities

in Southeast Asia.

BRANDS AND COMMUNICATIONS

Our focus has been strengthening value, recruiting new consumers through activities that

support retail distribution and brand awareness.

Through its in-market distribution model, the Group works closely with some of the world’s

largest retailers to create promotional programmes, specifically around high consumption

occasions to drive rate of sale.

OYSTER BAY IS CELEBRATED AROUND THE GLOBE AS ONE OF THE WORLDS
MOST LOVED PREMIUM NEW ZE AL AND WINE BRANDS.

Winning the world over.

3

OYSTER BAY PINOT GRIGIO IS THE

NUMBER 3 PREMIUM

PINOT GRIGIO IN CANADA

ACD Canada, Total Canada, MAT to APRIL 2025,

1

OYSTER BAY MERLOT IS THE

NUMBER 1 PREMIUM MERLOT IN

THE UNITED KINGDOM

Nielsen UK, L52 weeks ending 17/05/2025, GBP 8+

1

OYSTER BAY SAUVIGNON BLANC

IS THE NUMBER 1 PREMIUM

SAUVIGNON BLANC IN AUSTRALIA

Circana Australia, MAT to 18/05/2025, AUD $15+

2

OYSTER BAY SAUVIGNON BLANC

IS THE NUMBER 2 PREMIUM

SAUVIGNON BLANC IN THE USA

Circana USA, L52 weeks ending 18/05/2025, Total US MULO, 750m, Table Wine

DELEGAT ANNUAL REPORT 2025 CHIEF EXECUTIVE OFFICER REPORT
17

The Group deploys a range of targeted media, both consumer and retail, to grow consumer

awareness and affinity. Its media platform has global reach in excess of 92 million consumers

with over 1.2 billion impressions, attracting category leading engagement.

In the United States, retail distribution and consumer population has grown. The Group focusses

its energies on ‘must-win’ states where it has continued to see growth in brand awareness and

affinity. Interest for the Oyster Bay brand has never been higher in online search, with Oyster

Bay the number one most searched New Zealand wine brand on Google Search.

2025 HARVEST

The 2025 harvest yielded exceptional quality fruit across all three of our wine regions.

The Group harvest of 47,461 tonnes was up 39% from the 2024 harvest of 34,150 tonnes. The

vintage outcome has delivered excellent quality wines for the Group’s brands.

Our inventory levels are well positioned to support the 2026 sales forecast of 3,292,000 cases,

ensuring continuity of supply and quality.

SUSTAINABILITY

Sustainability remains a priority for the Group, reflecting the strong leadership role the Group

plays in the practice of sustainable winegrowing and wine production. As a leader in the New

Zealand wine industry and as a founding member of Sustainable Winegrowing New Zealand

(SWNZ) since 2002, the Group takes its responsibilities to respect and protect the environment

very seriously. The Group’s New Zealand vineyards and wineries are 100% accredited by the

independently audited SWNZ Sustainability Programme, with the Barossa Valley winery and

vineyards accredited by Sustainable Winegrowing Australia.

The Group utilises a sustainability framework that focuses on three key areas: (1) Building

an enduring business (addressing climate risk and greenhouse gas emissions, Shareholder

value, risk and governance, and water stewardship); (2) Ensuring our people and community

thrive (encompassing health, safety and wellbeing, diversity and inclusion, and engagement,

employment and collaboration); and (3) Crafting wine with care (covering biodiversity,

packaging and waste, and sustainable viticulture and winemaking). This framework drives

various initiatives aimed at promoting positive environmental, social and governance outcomes

throughout the business.

The Group is Toitū Carbon Reduce certified and has established goals and initiatives to lower

our carbon intensity. The Group has published its Climate-Related Disclosures Statement for

FY25 alongside the annual report, providing further details on sustainability progress within

this statement (www.delegat.com/investor-information).

DELEGAT ANNUAL REPORT 2025 CHIEF EXECUTIVE OFFICER REPORT
18

GROUP STRATEGY

The Group’s strategic goal is to establish Delegat as a leading global Super Premium wine

company. The Group’s focus remains on wine category premiumisation and value growth,

aligning to the long-term trend of Super Premium wine consumption.

• Our goal is to establish Oyster Bay as New Zealand’s leading global Super Premium wine

brand.

• Invest in high-growth Super Premium varietals, Sauvignon Blanc, Pinot Gris, Chardonnay

and Pinot Noir.

• Our North American market remains our key focus. The United States, with over 50 million

premium wine consumers, is the Group’s largest market and our most significant opportunity.

• Expand our leadership position in China, where Oyster Bay is now the #1 New Zealand wine

brand, and continue our growth across Asia.

• Based on wine consumption patterns, the Group classifies markets as Established, Growth

or Emerging. Marketing activities are then tailored to the specific needs of each market and

phases of brand development.

GROUP OUTLOOK

Delegat plans to grow sales by 13% to 3.6 million cases over the next three years. The primary

driver of planned growth is Oyster Bay sales in North America. Accordingly, the Group will

continue to invest strongly in that market. We will also continue exploring opportunities to

improve our price realisation across all markets, helping improve our profitability margins.

With respect to the 2026 year, Delegat plans for global sales of 3.3 million cases and forecasts

Operating Net Profit after Tax to be in the range of $50 to $55 million.

OUR DELEGAT GREAT WINE PEOPLE

Our success is built on the dedication of our Delegat Great Wine People. Their resilience,

innovation, and commitment to excellence continue to drive our performance. I thank each of

them for their contribution to another year of progress toward our long-term goal. We live our

values of Aim High, Winning Together and Mastery, building a culture that is recognised across

the global wine industry.

TABLE 5 GROUP OUTLOOK CASE SALES

2025 2026 2027 2028

Case Sales (millions) Actual Forecast Projection Projection

Total Cases 3.2 3.3 3.4 3.6

THE DECANTER WORLD WINE AWARDS, LONDON, IS THE WORLD’S L ARGEST WINE COMPETITION. WITH WINES
TASTED AND EVALUATED BY AN ELITE PANEL OF 248 INTERNATIONAL WINE EXPERTS, INCLUDING 22 MASTER

SOMMELIERS AND 72 MASTERS OF WINE. ON THEIR SEARCH FOR EXCELLENCE, THEY AWARDED OUR WINES

REMARK ABLE SCORES.

Serious points for style.

2023 BAROSSA VALLEY ESTATE

GRENACHE SHIRAZ MOURVÈDRE

POINTS

90

POINTS

90

2023 BAROSSA VALLEY ESTATE

SHIRA Z

2021 BAROSSA VALLEY ESTATE

E&E BL ACK PEPPER SHIRAZ

POINTS

92

2023 OYSTER BAY HAWKES BAY

MERLOT

POINTS

90

2023 OYSTER BAY MARLBOROUGH

CHARDONNAY

POINTS

90

2024 OYSTER BAY MARLBOROUGH

SAUVIGNON BL ANC

POINTS

90

2023 OYSTER BAY MARLBOROUGH

PINOT NOIR

POINTS

90

22
The Board of Delegat Group Limited is responsible for the strategic direction of the Group and

ensuring the Group is managed to protect and enhance Shareholders and other stakeholders’

interests.

Some of the key responsibilities of the Board include:

• Adopting the strategic plans of the Group, set by the Chief Executive Officer (CEO) in

conjunction with the Group’s senior management team;

• Monitoring the Group’s operational and financial performance;

• Oversight of the identification, management and reporting of climate-related risks and

opportunities;

• Ensuring the Group develops effective policies and procedures concerning disclosure of

important information to the market and Shareholders;

• Setting and monitoring high standards of ethical behaviour in the Group; and

• Oversight of the Group’s people and culture policies and strategies, including: remuneration,

health and safety, succession and development, diversity and inclusion.

The Board has adopted what it believes are appropriate corporate governance policies and

procedures, which it periodically reviews to ensure that the Group’s responsibilities and

obligations are met. The principal corporate governance policies concern:

• The appointment and retirement of Directors;

• The composition and performance of the Board;

• The balance between Executive and Non-Executive Directors;

• Directors’ access to independent professional advice; and

• The constitution and operation of Board Committees, which comprise Directors, and in

some cases, by invitation, representatives of the Group’s senior management team. The

Board has formally constituted an Audit and Risk Committee and a People, Culture and

Safety Committee.

The Board currently comprises six Non-Executive Directors (Jim Delegat, Rose Delegat, Alan

Jackson, Phillipa Muir, Gordon MacLeod, and Doug McKay); two of whom are non-independent

(Jim Delegat and Rose Delegat); and four of whom are independent (Alan Jackson, Phillipa

Muir, Gordon MacLeod, and Doug McKay), as defined in the NZX Listing Rules.

The Board of Delegat Group Limited meets formally a minimum of six times during the financial

year and holds additional meetings as required to deal with specific matters of the Group.

BOARD OF DIRECTORS 2025

23
ROSEMARI (ROSE) DELEGAT Non-Executive Director

TERM OF OFFICE: Appointed April 2006 (upon listing on the NZX),

last re-elected November 2024.

Committee responsibilities: Member People, Culture and Safety

Committee.

Rose Delegat is a Non-Executive Director of Delegat Group Limited.

The Group continues to benefit from Rose’s experience and the

expertise that she has given to the company for more than 35 years.

She was responsible for initiating the Group’s drive into export markets

in the 1980s and was the inaugural Chairperson (1987 – 1990) of the

special United Kingdom Exporting Group, part of the Wine Institute

of New Zealand. She is a Member of the Institute of Directors.

JIM DELEGAT Chair

TERM OF OFFICE: Appointed April 2006 (upon listing on the NZX),

last re-elected November 2023, appointed Chair August 2023.

Jim Delegat is the Chair of Delegat Group Limited. He is responsible

for providing strategic direction and monitoring performance to

ensure successful delivery of Board-approved business plans. He has

been involved in the New Zealand wine industry all his working life and


is thoroughly experienced in every aspect of the business. Jim is one

of only a handful of second generation family wine producers in the

country. Active in industry affairs, Jim has been a Director of both the


Wine Institute of New Zealand and New Zealand Winegrowers, having

previously served on the Board of the Wine Institute of New Zealand

for more than 13 years. Jim is a Member of the Institute of Directors.

Dr ALAN JACKSON Non-Executive Independent Director

TERM OF OFFICE: Appointed October 2012, last re-elected

November 2024.


Committee responsibilities: Member Audit and Risk Committee.

Dr Alan Jackson is a Non-Executive Independent Director of Delegat

Group Limited. Alan was, until 2009, Chairman Australasia, Senior

Vice President and Director of The Boston Consulting Group. He has

been an international management consultant since 1987 with The

Boston Consulting Group and has proven experience at the most

senior levels of international and government business. In addition,

Alan has over 10 years experience, including Chair of Housing New

Zealand, New Zealand Thoroughbred Racing, ThoroughVision

Network and as a Director of Fletcher Building. Alan is a Fellow of

the Institute of Professional Engineers and Chartered Fellow of the


New Zealand Institute of Directors.

24
GORDON MACLEOD Non-Executive Independent Director

TERM OF OFFICE: Appointed February 2022, last re-elected

November 2022.


Committee responsibilities: Chair, Audit and Risk Committee;

Member People, Culture and Safety Committee.

Gordon is a Non-Executive Independent Director of Delegat Group

Limited. Gordon is a professional Director and was until recently a

Director of Spark New Zealand Limited, and a Trustee of Breast Cancer

Foundation NZ. He is also Board Advisory Chair to two privately held

family businessess. He previously worked for 15 years with Ryman

Healthcare until October 2021, as Chief Executive Officer and before

that as Deputy Chief Executive Officer and Chief Financial Officer. He

has been a corporate finance Partner with PwC and was the Finance

Director of a London-listed hi-tech engineering company. Gordon

has a Bachelor of Commerce degree and is a Fellow of Chartered

Accountants Australia and New Zealand (FCA). He is a Member of the

Institute of Directors.

DOUG MCKAY Non-Executive Independent Director

TERM OF OFFICE: Appointed August 2024, last re-elected

November 2024.


Committee responsibilities: Member Audit and Risk Committee and

People, Culture and Safety Committee.

Doug McKay is a Non-Executive Independent Director of Delegat

Group Limited. Doug is an exceptional business leader with over

30 years experience managing FMCG, export and international

markets, including USA, UK, Australia and China. Doug’s corporate

governance experience includes present and past Chair and Director

appointments with Vector, Bank of New Zealand, Fletcher Building,

IAG New Zealand, National Australia Bank, Goodman Fielder, Genesis

Energy, Ryman Healthcare and Chartered Accountants Australia and

New Zealand. In 2015, Doug was made an Officer of the New Zealand

Order of Merit for services to business and local government. Doug is

a Chartered Fellow of the Institute of Directors.

PHILLIPA MUIR Non-Executive Independent Director

TERM OF OFFICE: Appointed August 2020, last re-elected

November 2023.


Committee responsibilities: Chair, People, Culture and Safety

Committee; Member Audit and Risk Committee.

Phillipa Muir is a Non-Executive Independent Director of Delegat

Group Limited. Phillipa is currently also a senior partner and Chair of

law firm Simpson Grierson, a Trustee of Sweet Louise Foundation and

Chair of Auckland Grammar School’s Headmaster’s Council. Phillipa

was awarded the Excellence in Governance Award at the NZ Women

in Governance Awards 2018 and has held a number of previous

governance roles. She is a Member of the Institute of Directors.

25
The Directors are responsible for ensuring that the financial statements give a true and fair

view of the financial position, financial performance and cash flows for the Group as at 30 June

2025.

The Directors consider that the financial statements of the Group have been prepared using

appropriate accounting policies, consistently applied and supported by reasonable judgements

and estimates and that all relevant financial reporting and accounting standards have been

followed.

The Directors believe that proper accounting records have been kept which enable, with

reasonable accuracy, the determination of the financial position and financial performance of

the Group and the compliance of the financial statements with the Financial Markets Conduct

Act 2013 and Financial Reporting Act 2013.

The Directors consider they have taken adequate steps to safeguard assets of the Group.

The Directors have pleasure in presenting the following financial statements for the year ended

30 June 2025.

The Board of Directors of the Group authorised these financial statements for issue on 29

August 2025.

For, and on behalf of, the Board.

29 August 2025

DIRECTORS’ RESPONSIBILITY STATEMENT 2025

J I M D E L E G A T

CHAIR

CROWNTHORPE TERRACES VINEYARD, HAWKE’S BAY.

GORDON MACLEOD

DIRECTOR

BAROSSA VALLEY ESTATE CELLAR DOOR & GARDENS

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
27

STATEMENT OF FINANCIAL PERFORMANCE

Notes 2025 2024

$000 $000

Revenue 3 349,556 378,346

Profit before finance costs 4 86,118 81,283

Finance costs 3 17,7 5 4 19,705

Profit before income tax 68,364 61,578

Income tax expense 18 19,326 30,201

Profit for the year attributable to Shareholders of the Parent Company 49,038 31,377


Earnings per share

– Basic and fully diluted earnings per share (cents per share) 5 48.49 31.03


The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
28

STATEMENT OF OTHER COMPREHENSIVE INCOME

Notes 2025 2024

$000 $000

Profit after income tax 49,038 31,377

Other comprehensive income that may subsequently be classified to the profit and loss:

– Translation of foreign subsidiaries 6b 980 183

– Net gain/(loss) on hedge of a net investment 462 (125)

– Income tax relating to components of other comprehensive income 18 (129) 35

Total comprehensive income for the year, net of tax 50,351 31,470


Comprehensive income attributable to Shareholders of the Parent Company 50,351 31,470


The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
29

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

Notes

Share

Capital

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 30 June 2024 49,815 19 506,165 555,999

Changes in equity for the year ended 30 June 2025

Other comprehensive income

– Translation of foreign subsidiaries 6b – 980 – 980

– Net gain on hedge of a net investment – 462 – 462

– Income tax relating to components of


other comprehensive income 18 – (129) – (129)

Total other comprehensive income – 1,313 – 1,313

– Net profit for the year – – 49,038 49,038

Total comprehensive income for the year – 1,313 49,038 50,351

Equity transactions

– Dividends paid to Shareholders 7 – – (20,235) (20,235)

Balance at 30 June 2025 49,815 1,332 534,968 586,115


FOR THE YEAR ENDED 30 JUNE 2024

Notes

Share

Capital

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 30 June 2023 49,815 (74) 495,030 544,771

Changes in equity for the year ended 30 June 2024

Other comprehensive income

– Translation of foreign subsidiaries 6b – 183 – 183

– Net loss on hedge of a net investment – (125) – (125)

– Income tax relating to components of


other comprehensive income 18 – 35 – 35

Total other comprehensive income – 93 – 93

– Net profit for the year – – 31,377 31,377

Total comprehensive income for the year – 93 31,377 31,470

Equity transactions

– Dividends paid to Shareholders 7 – – (20,242) (20,242)

Balance at 30 June 2024 49,815 19 506,165 555,999


The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2025
30

STATEMENT OF FINANCIAL POSITION

Notes 2025 2024

$000 $000

Equity

Share capital 6 49,815 49,815

Foreign currency translation reserve 6b 1,332 19

Retained earnings 534,968 506,165

Total Equity 586,115 555,999


Liabilities

Current Liabilities

Trade payables and accruals 8 3 7,7 12 3 7,76 0

Derivative financial instruments 9 4,545 46

Income tax payable 3,884 2,927

Lease liability 17 9,844 9,663

55,985 50,396

Non-Current Liabilities

Deferred tax liability 18 59, 274 55,092

Derivative financial instruments 9 1,994 –

Interest-bearing loans and borrowings 10 3 3 7,17 9 369,478

Lease liability 17 94,104 84,950

492,551 509,520

Total Liabilities 548,536 559,916

Total Equity and Liabilities 1,134,651 1,115,915




The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2025
31

STATEMENT OF FINANCIAL POSITION CONTINUED

Notes 2025 2024

$000 $000

Assets

Current Assets

Cash and cash equivalents 8,625 9,384

Trade and other receivables 11 62,806 86,128

Derivative financial instruments 9 4,074 2,707

Inventories 12 1 8 7,7 7 1 181,924

Biological work in progress 13 16,604 15,565

Assets held for sale 15 – 7, 24 0

279,880 302,948

Non-Current Assets

Property, plant and equipment 14 766,411 728,180

Right-of-use assets 17 81,873 76,769

Intangible assets 16 6,336 6,434

Derivative financial instruments 9 151 1,584

854,771 812,967

Total Assets 1,134,651 1,115,915

For, and on behalf of, the Board, who authorised the issue of the financial statements on 29 August 2025.

J N Delegat, ChairG N MacLeod, Director

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
32

STATEMENT OF CASH FLOWS

2025 2024

$000 $000


Operating Activities

Cash was provided from

Receipts from customers 368,942 352,239

Net GST received 265 1,889

369,207 354,128

Cash was applied to

Payments to suppliers and employees 228,965 262,922

Net interest paid 20,225 19,449

Net income tax paid 14,355 14,896

263,545 2 97, 2 6 7

Net Cash Inflows from Operating Activities 105,662 56,861


Investing Activities

Cash was provided from

Proceeds from sale of property, plant and equipment 7,7 3 3 99

Dividends received 20 18

7,7 5 3 117

Cash was applied to

Purchase of property, plant and equipment 46,389 65,978

Purchase of intangible assets – 32

Capitalised interest paid 5,547 5,563

51,936 71,573

Net Cash Outflows from Investing Activities (4 4,183) (71,456)


The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
33

STATEMENT OF CASH FLOWS CONTINUED

2025 2024

$000 $000


Financing Activities

Cash was provided from

Proceeds from borrowings 54,961 51,056

54,961 51,056

Cash was applied to

Dividends paid to shareholders 20,213 20,232

Borrowing facility fees 597 200

Repayment of borrowings 86,305 8,032

Repayment of lease liability 10,435 5,188

117, 5 5 0 33,652

Net Cash (Outflows)/Inflows from Financing Activities (62,589) 17, 4 0 4


Net (decrease)/increase in Cash Held (1,110) 2,809

Cash and cash equivalents at beginning of the year 9,384 6,610

Effect of exchange rate changes on foreign currency balances 351 (35)

Cash and Cash Equivalents at End of the Year 8,625 9,384

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
34

STATEMENT OF CASH FLOWS CONTINUED

2025 2024

$000 $000

Reconciliation of Profit for the Year with Cash Flows from Operating Activities

Reported profit after tax 49,038 31,377

Add/(deduct) items not involving cash flows

Depreciation and amortisation expense 27,548 25,835

Other non-cash items 585 (4,507)

Loss on disposal of assets (21) 40

Movement in derivative financial instruments 6,559 (2,689)

Movement in deferred tax liability 4,182 14,307

38,853 32,986


Movement in working capital balances are as follows

Trade payables and accruals (48) (14,451)

Trade and other receivables 23,322 (23,650)

Inventories (5,847) 27,831

Biological work in progress (1,039) (855)

Income tax 957 972


Add items classified as investing and financing activities

Capital purchases included within trade payables and inventories (171) 2,451

Borrowing facility fees 597 200

17,7 7 1 ( 7, 5 0 2)

Net Cash Inflows from Operating Activities 105,662 56,861


Reconciliation of movement in Net Debt:

Opening balance at 1 July 360,094 319,398

Per statement of cash flows:

– Net (repayment)/proceeds from borrowings (31,344) 43,024

– Borrowing facility fees (597) (200)

– Net decrease/(increase) in cash held 1,110 (2,809)

Foreign exchange movement (1,217) 283

Other

non-cash movements 508 398

Closing balance at 30 June 328,554 360,094


The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
35

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

REPORTING ENTITY

The financial statements presented are those of Delegat Group Limited and its subsidiaries (the Group). Delegat

Group Limited is a company limited by shares, incorporated and domiciled in New Zealand and registered under the

Companies Act 1993. The Parent shares are publicly traded on the New Zealand Stock Exchange.

The financial statements comprise the statement of financial performance, statement of other comprehensive

income, statement of changes in equity, statement of financial position and statement of cash flows, as well as the

notes to the financial statements. The financial statements for the Group for the year ended 30 June 2025 were

authorised for issue in accordance with a resolution of the Directors on 29 August 2025.

BASIS OF PREPARATION

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New

Zealand (NZ GAAP) and the requirements of the Financial Markets Conduct Act 2013. For the purposes of complying

with NZ GAAP, the entity is a for-profit entity. These financial statements are presented in New Zealand Dollars,

rounded to the nearest thousand. They are prepared on a historical cost basis, except for derivative financial

instruments and biological produce which have been measured at fair value.

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

affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates

and associated assumptions are based on historical experience and various other factors that are believed to be

reasonable under the circumstances. Actual results may vary from these estimates. The estimates and underlying

assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in

which the estimates are revised if the revision affects only that period, or in the period of revision and future periods

if the revision affects both current and future periods.

S TATE M E NT O F C O M PLI A N C E

The financial statements comply with New Zealand equivalents to IFRS Accounting Standards and other applicable

Financial Reporting Standards (NZ IFRS), as applicable to the Group as a profit-oriented entity. The financial

statements comply with IFRS Accounting Standards (IFRS).

BASIS OF CONSOLIDATION

The consolidated financial statements comprise the financial statements of the Group as at 30 June 2025 and

comparatives as at 30 June 2024.

Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is exposed, or

has rights, to variable returns from its investment in the entity, and has the ability to affect those returns through its

power over the entity. Specifically, the Group controls an entity if, and only if, the Group has:

– Power over the entity (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

– Exposure, or rights, to variable returns from its involvement with the entity; and

– The ability to use its power over the investee to affect its returns.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent, using


consistent accounting policies. The effects of intercompany transactions are eliminated in preparing the consolidated

financial statements.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be

consolidated from the date on which control is transferred out of the Group. The acquisition of subsidiaries is

accounted for using the acquisition method of accounting as noted on the following pages.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
36

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

BUSINESS COMBINATIONS

The acquisition method of accounting is used to account for all business combinations regardless of whether

equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares

issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in a business

combination, the fair value of the instruments is their published market price at the date of the exchange, unless, in

rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable measure

of fair value. Transaction costs arising on the issue of equity instruments are recognised directly within equity.

Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value

less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business

combination are measured initially at their fair values as at acquisition date, irrespective of the extent of any non-

controlling interests. The excess of the cost of the business combination over the net fair value of the Group’s share

of the identifiable net assets acquired is recognised as goodwill. If the cost of the acquisition is less than the Group’s

share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the

statement of financial performance, but only after a reassessment of the identification and measurement of the net

assets acquired.

Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to

the present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being

the rate at which similar borrowings could be obtained from an independent financier under comparable terms and

conditions.

GOODS AND SERVICES TAX (GST)

The statement of financial performance, statement of other comprehensive income, statement of changes in equity

and statement of cash flows have been prepared so that all components are stated net of GST. All items in the

statement of financial position are stated net of GST, with the exception of receivables and payables, which include

GST invoiced.

FOREIGN CURRENCIES

a) Functional and Presentation Currency

The presentation currency of the Group is the New Zealand Dollar. Each subsidiary company in the Group determines

its own functional currency and uses that functional currency for its individual financial statements. Subsidiary

companies with a different functional currency than that of the Group are translated through converting all reported

assets and liabilities at the closing rate at the date of the balance sheet, while income and expenses are translated

at exchange rates at the dates of the transactions. Any resulting exchange differences are recognised as a separate

component of equity.

b) Transactions and Balances

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates

ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the

rate of exchange ruling at the balance sheet date.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term

deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and

which are subject to an insignificant risk of change in value. For the purposes of the statement of cash flows, cash

and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Bank overdrafts are included within interest-bearing loans and borrowings in current liabilities in the statement of

financial position.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
37

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NET DEBT

Net debt is the sum of the Group’s interest-bearing loans and borrowings less cash and cash equivalents.

OTHER ACCOUNTING POLICIES

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

the notes to the financial statements.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

In applying the Group’s accounting policies, management continually evaluates the judgements, estimates and

assumptions based on experience and other factors, including expectations of future events that may have an

impact upon the Group. All judgements, estimates and assumptions made are believed to be reasonable based upon

the most current set of circumstances available to management. The actual results may differ from the judgements,

estimates and assumptions used. The significant judgements, estimates and assumptions made by management in

the preparation of these financial statements are disclosed within the specific financial statement notes as shown

below:

Area of Judgement, Estimate or Assumption

Selling, marketing and promotional accruals

Fair value of grapes at point of harvest

Estimation of useful lives of assets

Impairment of property, plant and equipment

Impairment of intangible assets

Lease term and discount rates

Note

Note 3 Revenue and Segmental Reporting

Note 12 Inventories

Note 14 Property, Plant and Equipment

Note 14 Property, Plant and Equipment

Note 16 Intangible Assets

Note 17 Leases

To allow the Accounting Policies and Significant Accounting Judgements, Estimates and Assumptions to be easily

identified within the notes, Accounting Policies have been identified with an

symbol, and Significant Accounting

Judgements, Estimates and Assumptions with an

symbol.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

In FY25, the Group has adopted amendments issued for NZ IAS 1 : Presentation of Financial Statements: Disclosures

for Current and Non-current Liabilities, and Non-current Liabilities with Covenants which clarify the criteria for

classifying liabilities and liabilities with covenants as current or non-current. The Group’s classification of liabilities

did not change as a result of these amendments.

The Group has also adopted the amendments to FRS 44 New Zealand Additional Disclosures: Disclosure of Fees

for Audit Firms’ Services which require an entity to describe the services provided by its audit or review firm and

to disclose the fees incurred by the entity for those services using prescribed categories. These disclosures are

included in note 4.

The accounting policies set out in these financial statements are consistent for all periods presented.

Accounting standards not yet effective

New or revised standards and interpretations that have been approved but are not yet effective have not been

adopted by the group for the year ended 30 June 2025.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
38

Accounting standards not yet effective (continued)

NZ IFRS 18 Presentation and Disclosure in Financial Statements, issued in May 2024, is effective for annual reporting

periods beginning on or after 1 January 2027, and entities can early adopt this accounting standard. NZ IFRS 18 sets

out requirements for the presentation and disclosure of information in general purpose financial statements to help

ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and

expenses. The group is yet to assess NZ IFRS 18’s full impact. The group intends to apply the standard when it

becomes mandatory from 1 January 2027.

There are no other new or amended standards that are issued but not yet effective, that are expected to have a

material impact on the group.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial liabilities comprise interest-bearing loans and borrowings, lease liabilities and trade

payables and accruals. The main purpose of these financial liabilities is to raise funding for the Group’s ongoing

operations. The Group also has financial assets such as trade and other receivables, and cash and cash equivalents,

which arise directly from its operations.

The Group is counterparty to derivative financial instruments, principally being foreign currency forward exchange

contracts and options, and interest rate swaps. The purpose of entering into foreign currency forward exchange

contracts and options is to manage currency risk primarily arising from foreign denominated trade receivables.

Interest rate swaps are entered into with the aim of mitigating interest rate risk to movements on floating rate debt

facilities.

The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk

and liquidity risk. Each of the main operational risks are reviewed by the Treasury Management Committee (TMC)

and their recommendations are provided to the Board of Directors. The composition of the TMC includes the Chief

Financial Officer, Group Financial Controller, Group Financial Planning Manager and Independent Treasury Advisors.

The Board reviews and agrees policies for managing each of these risks as summarised below. Board approval is

required for any movement outside policy.

FOREIGN CURRENCY RISK

The net assets employed through subsidiary companies based overseas exposes the Group to foreign currency risk

as a result of changes in the GBP/NZD, AUD/NZD, USD/NZD, EUR/NZD, CAD/NZD, SGD/NZD, JPY/NZD, HKD/NZD

and CNY/NZD exchange rates. The Group also has foreign currency risk resulting from sales of product in a currency

which is other than that of the New Zealand Dollar. Profits from each export region are repatriated and reported in

New Zealand Dollars and the Group is exposed to changes in foreign exchange rates.

To minimise foreign currency risk the Group enters into forward exchange contracts and options for foreign

denominated sales at levels which are considered to be highly probable. The Group attempts to maintain foreign

currency cover of between 75% to 100% of highly probable sales in one to three months, 50% to 75% for highly

probable sales in four to six months, 25% to 50% for highly probable sales in seven to 12 months, 0% to 50% for

sales between 13 to 18 months and 0% to 25% for sales thereafter. The Group has the option of increasing foreign

exchange cover to 100% for any time period upon approval by the Board of Directors.

When the Group is exposed to foreign currency risk as a result of being contractually committed to purchase capital

items from an overseas supplier and such expenditure is expected to exceed $200,000, the Group’s policy is to

ensure the foreign currency exposure is covered in full. Any capital expenditure below $200,000 is to be covered at

the discretion of the TMC, based on such factors as timing for payment and expected volatility of currency markets.

It is the Group’s policy that in no instance is trading for speculative purposes permitted.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
39

At 30 June 2025, had the New Zealand Dollar (NZD) moved as illustrated in the following table with all other variables

held constant, post-tax profit and equity would have been affected as follows:

IMPACT ON 2025 REPORTED IMPACT ON 2024 REPORTED

Post-Tax Equity Post-Tax Equity

Profits Profits

Group $000 $000 $000 $000


NZD/USD +5% 2,464 2,464 3,171 3,171

NZD/USD -5% (2,806) (2,806) (3,806) (3,806)

NZD/GBP +5% 2,045 2,045 2,070 2,070

NZD/GBP -5% (2,614) (2,614) (2,508) (2,508)

NZD/AUD +5% 472 (610) 693 (406)

NZD/AUD -5% (513) 684 (785) 430

NZD/CAD +5% 226 226 336 336

NZD/CAD -5% (250) (250) (384) (384)

NZD/EUR +5% 107 107 40 40

NZD/EUR -5% (118) 118 (4 4) (4 4)


The above table calculates the impact of a change in foreign exchange rates on closing equity and post-tax profits

of the Group, as a result of the Group being counterparty to transactions which are foreign currency denominated.

Foreign currency denominated balances include trade and other receivables, trade payables and accruals, loans

and borrowings, cash on hand, and unsettled foreign exchange contracts that exist at balance sheet date. The net

foreign currency exposure is determined in aggregate and the impact on post-tax profits determined as a result of a

+/- 5% movement in foreign exchange rates. A +5% movement reflects the strengthening of the NZD relative to the

other currency, whereas a -5% movement reflects the weakening of the NZD relative to the other currency.

The impact upon the Group’s equity balance is derived through determining the impact on post-tax profits as noted

above.

HEDGE OF NET INVESTMENT IN FOREIGN OPERATION

For hedges of a net investment in a foreign operation, the effective portion of the gain or loss on the

hedging instrument is recognised in the statement of other comprehensive income and accumulated in

the foreign currency translation reserve, while any ineffective portion is recognised immediately in the

statement of financial performance. On disposal of the foreign operation, the cumulative amount of any

such gains or losses accumulated within equity is transferred to the statement of financial performance.

The net assets employed in Barossa Valley Estate Pty Limited (BVE) exposes the Group to foreign currency risk as a

result of changes in the AUD/NZD exchange rate.

The foreign currency movement on translation of the net assets of BVE is included in the statement of other

comprehensive income. Since the acquisition of BVE the Group has maintained a portion of their external borrowings

in AUD to mitigate this risk. The foreign exchange movement on these external borrowings in the absence of hedge

accounting is included in the statement of financial performance.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Increase/

(decrease)

Increase/


(decrease)

Increase/


(decrease)

Increase/


(decrease)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
40

External borrowings of A$29,350,000 (2024: A$29,350,000) have been designated as a hedge of the net investment in

BVE. Gains or losses on the retranslation of this borrowing are transferred to the statement of other comprehensive

income to offset any gains or losses on translation of the net assets of BVE. There is no hedge ineffectiveness in the

year ended 30 June 2025.

INTEREST RATE RISK

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term and

short-term debt obligations with interest payable based on floating rates of interest. Interest rate risk is monitored

by the TMC on an ongoing basis. The recommendation by the TMC to enter into fixed or variable rate debt facilities

and decisions to retire existing debt instruments is made after consideration of the economic indicators impacting

upon the overnight cash rate, which influences the rates of interest charged by financial institutions. All funding

facilities recommended by the TMC must be approved by the Board of Directors.

The Group manages interest rate risk through maintaining a mix of debt instruments having variable and fixed

interest rates. The Group’s policy is to maintain a level of fixed debt facilities between 40% to 100% of core debt for

a period of one year, between 30% to 80% of projected core debt for periods of one to three years, and between


0% to 60% of projected core debt facilities for three to five years.

The Group also manages interest rate risk through being counterparty to a series of interest rate swaps. The Group

agrees to settle or has the option to exchange, at specified dates, the difference between fixed and variable rate

interest amounts calculated by reference to an agreed upon notional principal amount. These are discussed in


Note 9: Derivative Financial Instruments.

The table below demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables

held constant, on the Group’s post-tax profits and equity:

IMPACT ON 2025 REPORTED IMPACT ON 2024 REPORTED

Post-Tax Equity Post-Tax Equity

Profits Profits

Group $000 $000 $000 $000

2.00% Increase – 200 basis points


(2024: 2.00% Increase – 200 basis points) 2,233 2,233 1,881 1,881

0.25% Decrease – 25 basis points


(2024: 0.25% Decrease – 25 basis points) (279) (279) (235) (235)


The key assumptions which impact upon the values presented in the above table are the following:

– Cash and cash equivalents include deposits on call which are at floating interest rates. The estimated impact

upon interest revenues from these sources is based upon amounts held on deposit remaining at consistent

levels as reported at the balance sheet date. For foreign denominated deposits, the impact on foreign exchange

is based on the conversion rate existing at balance sheet date.

– Account balances that are trade receivables or trade payables are generally on 30 to 90 day terms and are non-

interest bearing and are not subject to interest rate risk.

– The impact upon the fair value of the interest rate swaps is based upon the differential in rates between the

Group paying a fixed rate of interest and receiving the floating New Zealand Bank Bill Rate (BKBM) multiplied by

the nominal amount under the swap agreement up until maturity.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
41

– Interest payable on bank debt is based upon the BKBM/BBSY plus a margin. The margin is dependent upon the

Group achieving certain financial covenants and the margin ranges from 0.93% to 2.25% (2024: 0.91% to 2.05%).

The analysis assumes that the margin and principal is held constant at the same rate as at the balance sheet

date with the sensitivity calculating the effect on interest expense of movements in the BKBM/BBSY rate. The

analysis excludes any future interest that would be capitalised as part of long-term assets.

– Included in the above table is the change in fair value of interest rate swaps, which results from changes in the

floating interest rate.

CREDIT RISK

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss

to the Group.

To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance

by that counterparty and arises principally from receivables from customers, derivative financial instruments and

the investment of cash.

The Group trades with recognised and creditworthy third parties. It is the Group’s policy that all customers who

wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an

ongoing basis.

The Group places cash, short-term deposits, and derivative financial instruments with good credit quality

counterparties.

The Group is not exposed to any significant concentrations of credit risk, within receivables, other assets, and

derivatives.

The carrying amount of financial assets recorded in the financial statements represent the Group’s maximum

exposure to credit risk.

LIQUIDITY RISK

Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level may lead to the

Group being unable to meet its day to day funding obligations. To minimise liquidity risk, the Group’s policy is to

maintain committed funding facilities at a minimum of 105% of the projected peak debt level over the next 12 months

(excluding the cash requirements for any business combinations).

A General Security Agreement exists in favour of Westpac New Zealand Limited, Westpac Banking Corporation,

Bank of New Zealand Limited, China Construction Bank (New Zealand) Limited and Hongkong and Shanghai

Banking Corporation Limited to secure amounts loaned to the Group. The General Security Agreement covers the

existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited, and Barossa

Valley Estate Pty Limited. The amount of the guarantee in respect of the banking facilities is not included in the table

on page 42 and is the lower value of the net assets of the Group and the aggregate of the loans advanced at balance

date. Loan facilities are disclosed in Note 10.

The table on page 42 presents all contractual payments which the Group is legally obliged to make and includes

all future interest payments on interest-bearing facilities. The interest cost has been estimated by maintaining the

current principal balance and interest rates that exist at balance sheet date. The table also includes the New Zealand

Dollar equivalent for the foreign currency amounts, which are to be delivered to fulfil obligations under foreign

currency contracts.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
42

Facility Type

30 June 2025

Facility


Limit

$000

Drawn at


Balance Sheet

Date

$000

< 1 year

$000

1 to 2 years

$000

> 2 years

$000

Working Capital facility 48,000 8,215 380 380 8,439

Multicurrency facility A 100,000 100,000 4,450 4,450 102,621

Multicurrency facility B 100,000 80,000 3,608 3,608 85,733

Term facility 90,000 90,000 4,671 4,671 92,751

Headroom facility 20,000 – – – –

AUD facility A 31,583 31,583 1,651 1,651 34,207

AUD facility B 29,592 27,978 1,454 1,454 28,835

Lease liability N/A 103,948 14,749 12,912 132,200

Low value asset leases N/A N/A 5,850 4,659 6,616

Derivative financial instruments N/A N/A 204,397 605 (952)

Trade payables and accruals N/A 31,149 31,149 – –

Financial guarantee contracts N/A N/A 124 – –

As at 30 June 2025 419,175 472,873 272,483 34,390 490,450


Included in the table above are financial guarantees which are presented at their highest possible amount that can

be called at balance date. For each individual guarantee, if the obligation at balance date is lower than the maximum

amount callable under the guarantee then the lower value has been included. The guarantees can be called in favour

of the beneficiary if certain acts of non-performance occur. The Directors consider the likelihood of each financial

guarantee being called remote.

Facility Type

30 June 2024

Facility


Limit

$000

Drawn at


Balance Sheet

Date

$000

< 1 year

$000

1 to 2 years

$000

> 2 years

$000

Working Capital facility 45,000 21,381 1,518 22,275 –

Multicurrency facility A 100,000 100,000 6,900 104,064 –

Multicurrency facility B 100,000 100,000 7,050 7,050 104,153

Term facility 39,900 39,897 3,032 41,683 –

Headroom facility 20,000 – – – –

Revolving loan facility 45,000 45,000 3,069 46,808 –

AUD facility A 32,045 32,045 1,847 1,847 33,133

AUD facility B 38,214 31,663 1,796 32,721 –

Lease liability N/A 94,613 11,752 11,988 166,732

Low value asset leases N/A N/A 5,160 3,885 5,331

Derivative financial instruments N/A N/A 184,711 17,715 (571)

Trade payables and accruals N/A 30,456 30,456 – –

Financial guarantee contracts N/A N/A 144 – –

As at 30 June 2024 420,159 495,055 257,435 290,036 308,778


2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
43

All of the above facilities have a floating rate of interest which is tied to the New Zealand BKBM for NZD facility/

Australian BBSY for AUD facility plus margin. At balance sheet date the Group has interest rate swaps that cover

$157,978,000 (2024: $132,296,000) of the principal balance drawn at balance sheet date. Refer to Note 9.

The Group maintains credit facilities at a level sufficient to fund the Group’s working capital during the period

between cash expenditure and cash inflow.

SUMMARY OF FINANCIAL INSTRUMENTS HELD

At the balance sheet date the Group reports the following categories of financial instruments:

2025 2024

$000 $000

Financial Assets

Financial assets at amortised cost 65,135 85,829

Financial assets at fair value through profit and loss 4,225 4,291

69,360 90,120

Financial Liabilities

Financial liabilities at amortised cost 472,276 494,546

Financial liabilities at fair value through profit or loss 6,539 46

478,815 494,592


The Group does not have any financial assets or liabilities that are classified as fair value through other

comprehensive income (FVOCI).

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments is presented in the previous table. For financial instruments measured at

fair value, further disclosure is required that allocates the fair values into a measurement hierarchy. The following

principles have been applied in classifying these instruments:

Level 1 – the fair value is calculated using quoted prices in active markets;

Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for

the asset or liability, either directly (as prices) or indirectly (derived from prices);

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.

The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised below:

Level 1 Level 2 Level 3 Total

30 June 2025 $000 $000 $000 $000

Financial Assets

Foreign currency forward exchange option contracts – 1,119 – 1,119

Foreign currency forward exchange contracts – 3,106 – 3,106

– 4,225 – 4,225

Financial Liabilities

Foreign currency forward exchange option contracts – 845 – 845

Foreign currency forward exchange contracts – 2,723 – 2,723

Interest rate swap contracts – 2,971 – 2,971

– 6,539 – 6,539

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
44

The fair value of financial instruments held at balance date that are not traded on an active market include foreign

currency forward exchange contracts and options, and net settled interest rate swap contracts. The fair values are

derived through valuation techniques that maximise the use of observable market data where it is available and rely

as little as possible on entity specific estimates, calculated using discounted cash flow models and observable market

rates of interest and foreign exchange. If all significant inputs come from observable market data the instrument is

included in Level 2 of the hierarchy.

Level 1 Level 2 Level 3 Total

30 June 2024 $000 $000 $000 $000

Financial Assets

Foreign currency forward exchange option contracts – 386 – 386

Foreign currency forward exchange contracts – 856 – 856

Interest rate swap contracts – 3,049 – 3,049

– 4,291 – 4,291

Financial Liabilities

Foreign currency forward exchange contracts – 46 – 46

– 46 – 46


FINANCIAL RISK ASSOCIATED TO BEARER PLANTS

The Group is exposed to financial risks in respect of agricultural activities. The agricultural activities of the Group

consist of the management of vineyards to produce grapes for use in the production of wine.

The primary risk borne by the Group is caused by the length of time between when cash is expended on the purchase

or planting and maintenance of grape vines and on harvesting grapes and the ultimate realisation of proceeds from

the sale of finished product (wine). The Group takes reasonable measures to ensure that the current year’s harvest

is not affected by disease, drought, frost, or other factors that may have a negative effect upon yield and quality.

These measures include consultation with experts in viticulture, frost protection measures, and ensuring that each

vineyard is managed according to a specifically developed Vineyard Management Calendar.

The Group is a climate reporting entity under the Financial Markets Conduct Act 2013 and is required to prepare a

Climate-related Disclosure Statement which is released at the same time as the Annual Report. The Climate-related

Disclosure Statement outlines climate-related risks relevant to bearer plants, the anticipated impacts and controls

to mitigate these risks.

CAPITAL MANAGEMENT

When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to

maintain optimal returns to shareholders and benefits for other stakeholders of the business. The ultimate aim is to

maintain a capital structure which provides flexibility to enable future growth of the Group while ensuring the lowest

cost of capital is available to the Group.

Management review the capital structure of the Group as a result of changes in market conditions which impact

upon interest and foreign exchange rates and may adjust the capital structure to take advantage of these changes.

Management has no current plans to issue further shares on the market but is intent on growing the business which

will require future funding.

The Group is subject to a series of bank covenants over its Senior Debt facilities. These are discussed in Note 10.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
45

3. REVENUE AND SEGMENTAL REPORTING

An operating segment is a reportable segment if the segment engages in business activities in which it

may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s

Chief Operating Decision Maker and for which discrete financial information is available.

The Group reviews its operational performance based upon the management and the geographic areas in which

their customers are based. Financial information which is available to management in order to assess segment

performance and investment opportunities is presented on the same basis. In accordance with NZ IFRS 8: Operating

Segments this forms the basis of presentation for Segment Reporting and is in the format adopted below:

– Delegat Limited (Delegat) is party to vineyard leases and has interests in freehold land and winery infrastructure

which allows the company to grow, harvest and make finished wine to be marketed, distributed and sold into

the Super Premium wine markets. Delegat sells and markets its product through a combination of subsidiary

companies based overseas or to customers and distributors directly in the New Zealand, Canadian, Asian and

Pacific Island markets.

– Delegat Australia Pty Limited, Delegat Europe Limited and Delegat USA, Inc. act as distributors and assist in the

marketing of product in their respective geographic regions. Wines are sold all year round to all regions and the

Group considers there is no significant variations in revenues throughout the year.

The Group implements appropriate transfer pricing regimes within the operating segments on an arm’s length basis

in a manner similar to transactions with third parties.

Management monitors the operating results of its business units separately for the purpose of making resource

allocations and performance assessments. Segment performance is evaluated based on operating profit or loss,

which may be measured differently from operating profit or loss in the consolidated financial statements as segment

reporting is based upon internal management reports. The main differences are a result of some deferred tax

balances being recognised upon consolidation not being allocated to individual subsidiaries. Also inter-company

stock margin eliminations are managed on a group basis and are not allocated to operating segments.

REVENUE

Revenue is recognised when the Group satisfies its performance obligation to the customer. Satisfaction

of a performance obligation occurs when the Group has transferred a promised good to the customer

and when the customer obtains control of that good. The following specific recognition criteria have been

applied to each individual classification of revenue:

i) Sale of Goods

The primary source of revenue earned by the Group is through providing wine to third party retailers

and distributors. Revenue is recognised when control of the wine has passed to the buyer and the costs

incurred or to be incurred in respect of the transaction can be measured reliably. Control is considered

passed to the buyer at the time of delivery of goods to the customer. External sales revenue includes

various payments to customers for volume discounts, rebates and other promotional support.

ii) Interest Revenue

Revenue is recognised as interest accrues using the effective interest rate method. This is a method of

calculating the amortised cost of a financial asset and allocating the interest income over the relevant

period using the effective interest rate, which is the rate that exactly discounts estimated future cash

receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
46

REVENUE

Sales are often made with volume discounts, other rebates and various other payments to customers

for promotional support. For volume discounts and other rebates not invoiced at the reporting date

these are estimated based on agreements with customers and estimated depletions during the period.

Other payments to customers for promotional support include listing fees, mailer fees and other

incentives. For these expenses that have not been invoiced at the reporting date these are estimated

based on agreements with customers and estimated achievement of various targets by the customer.

At 30 June 2025 the Group has recognised accruals of $28.5 million (2024: $28.8 million). The majority

of these amounts will be settled within the six months following balance date.

Year ended

30 June 2025

Delegat

Limited

$000

Delegat

Australia

Pty Ltd

$000

Delegat

Europe

Limited

$000

Delegat

USA, Inc.

$000

Other

Segments

10

$000

Eliminations

and

Adjustments

11

$000

Year Ended

30 June

2025

$000

Operating income

External sales

2,8

71,676 54,593 103,783 172,170 12,785 (66,090) 348,917

Internal sales 288,302 – – – 9,188 (297,490) –

Unrealised foreign exchange


(loss)/gain 489 – (31) – – 50 508

Dividend revenue 35 – – – 20,810 (20,797) 48

Interest revenue 56 10 3 1 13 – 83

Total segment revenues

1

360,558 54,603 103,755 172,171 42,796 (384,327) 349,556


Operating expenses

Interest expense

3

15,480 83 5 161 2,025 – 17,7 5 4

Depreciation and amortisation

4

24,735 449 167 499 1,698 – 27,548

Income tax expense

5

17,497 336 918 654 437 (516) 19,326


Segment profit / (loss) 43,839 770 2,751 1,990 21,812 (22,124) 49,038


Assets

Segment assets

6

1,063,193 10,105 49,008 36,468 131,347 (155,470) 1,134,651

Capital expenditure

7

59,093 – – 103 667 – 59,863


Segment liabilities 574,603 4,285 27,524 7,717 37,277 (102,870) 548,536

Refer to footnotes on page 47

3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
47

3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)

Year ended

30 June 2024

Delegat

Limited

$000

Delegat

Australia

Pty Ltd

$000

Delegat

Europe

Limited

$000

Delegat

USA, Inc.

$000

Other

Segments

10

$000

Eliminations

and

Adjustments

11

$000

Year Ended

30 June

2024

$000

Operating income

External sales

2,9

78,025 61,222 127,516 196,823 9,997 (98,049) 375,534

Internal sales 330,854 – – – 11,025 (341,879) –

Unrealised foreign exchange


(loss)/gain (1,294) – 45 – 2 1,294 47

Fair value gain on derivative


financial instruments 2,689 – – – – – 2,689

Dividend revenue 18 – – – 797 (781) 34

Interest revenue 25 9 2 – 6 – 42

Total segment revenues

1

410,317 61,231 127,563 196,823 21,827 (439,415) 378,346


Operating expenses

Interest expense

3

17,381 51 8 65 2,200 – 19,705

Depreciation and amortisation

4

22,877 588 158 541 1,671 – 25,835

Income tax expense

5

13,516 358 955 789 593 13,990 30,201


Segment profit/(loss) 34,456 813 2,848 2,366 2,244 (11,350) 31,377

Assets

Segment assets

6

1,038,624 9,684 49,262 46,818 110,479 (138,952) 1,115,915

Capital expenditure

7

68,559 2 – 10 549 – 69,120

Segment liabilities 540,126 3,752 32,058 19,993 38,633 (74,646) 559,916

1.

Intersegment revenues are eliminated on consolidation. Intercompany profit margins are also eliminated.

2.

External sales revenue includes various payments to customers for volume discounts, rebates and other promotional support. For volume

discounts, rebates and other promotional support not invoiced at 30 June 2024 the Group recognised accruals of $28,800,000 (30 June

2023: $25,719,000). During the year $601,000 of these accruals have been released (2024: $172,000).

3.

Interest expense is net of any interest capitalised to long-term assets and inventory. During the year $5,546,000 (2024: $5,563,000) was

capitalised to long-term assets and $5,200,000 (2024: $4,780,000) was capitalised to inventory.

4.

Depreciation and amortisation expense presented above is gross of $23,334,000 (2024: $21,159,000), which has been included within

inventory and $647,000 (2024: $637,000) which has been included within long-term assets.

5.

Segment income tax expense does not include the deferred tax impacts of temporary differences arising from intercompany stock margin

eliminations as this is managed on a group level.

6.

Segment assets include the value of investments and loan balances for subsidiaries which reside in Delegat Limited however do not include

the effects of stock margin eliminations for stock on hand in subsidiaries.

7.

Capital expenditure consists of additions of property, plant and equipment inclusive of capitalised interest. Capital expenditure is included

within each of the reported segment assets noted above.

8.

During the 2025 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $81,091,000.

9.

During the 2024 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $96,737,000.

10.

Other segments’ assets include non-current assets of Barossa Valley Estate Pty Limited of $43,866,000 (2024: $45,492,000) which are

located in Australia.

11.

The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and balances which are

eliminated on consolidation.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
48

4 . E X P E N S E S

Expenses by function have been categorised as follows:

Notes 2025 2024

$000 $000

Cost of sales 1 8 7, 5 5 7 228,488

Selling, marketing and promotion expenses 51,605 49,637

Corporate governance expenses 1,596 1,709

Administration expenses 16,122 17, 2 2 9

Fair value loss on derivative financial instruments 6,558 –

263,438 2 97, 0 6 3

Specific components of the above expenses include:

Directors’ fees – Delegat Group Limited 721 660

Directors’ fees – Overseas subsidiaries 54 54

Depreciation

1

14, 17 2 7, 5 3 4 25,492

Amortisation


16 14 343

Wages and salaries

2

55,758 55,397

Defined contribution pension plans

2

2,242 2,177

Termination benefits paid


258 186


Auditor Remuneration

3,4

Audit and review of the financial statements

Audit and review of the financial statements 458 467

Other assurance services and other agreed-upon procedures engagement/s:

Limited assurance over selected Greenhouse Gas (GHG) information

included in the Climate-related Disclosures (Assurance enagement) 28 –

Taxation services

Tax compliance – 40

Total remuneration paid to auditor 486 507


1.

The depreciation figure presented above represents the gross depreciation charge for the year. Depreciation is recorded in the business

function to which the asset relates. Depreciation incurred on assets directly associated with winemaking and viticulture of $23,344,000

(2024: $21,159,000) is included within the cost of inventories and expensed as a cost of sales when product is sold, and $647,000 (2024:

$637,000) is capitalised within long-term assets.

Depreciation on vineyard development commences when the vineyard is considered to be in commercial production, which is generally

when the vineyard has produced approximately 60% of the expected yield at full production.

2.

The employee benefit figures above represent the gross employee benefits expense for the year. Included within inventory is remuneration

paid to employees directly associated with winemaking, bottling and packaging. During the year $13,593,000 (2024: $13,813,000) of employee

benefits were included within inventory. These costs are included within inventory until the stock to which the expenditure relates is sold.

3.

The auditor of Delegat Group Limited is Deloitte. Amounts received, or due and receivable, by Deloitte are as disclosed above.

4.

During the year the Group also paid $6,000 (2024: $6,000) to SBA Stone Forest CPA Co Ltd for the audit of the local financial statements of

Delegat (Shanghai) Trading Co. Limited.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
49

5. EARNINGS PER SHARE

Basic earnings per share is calculated as Group profit after income tax attributable to ordinary

shareholders of the Parent, adjusted to exclude any costs of servicing equity (other than dividends) and

preference share dividends, divided by the weighted average number of ordinary shares on issue.

Diluted earnings per share is calculated as Group profit after income tax attributable to ordinary

shareholders of the Parent adjusted for:

– costs of servicing equity (other than dividends) and preference share dividends;

– the after tax effect of dividends and interest associated with dilutive potential ordinary shares that

have been recognised as expenses; and

– other non-discretionary changes in revenues and expenses during the period that would result from

the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares.

The following reflects the earnings used in the calculation of the basic and fully diluted earnings per share:

2025 2024

a) Earnings Used in Calculating Earnings per Share

Profit for the year – basic and fully diluted ($000) 49,038 31,377

b) Weighted Average Number of Shares

Weighted average number of shares – basic and fully diluted (000s) 101,130 101,130

c) Reported Earnings per Share on Statement of Financial Performance

(expressed as cents per share)

Basic and fully diluted earnings per share 48.49 31.03


NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
50

6. SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares

or options are shown in equity as a deduction from the proceeds.

2025 2024

$000 $000

Balance at beginning of the year 49,815 49,815

Balance at end of the year 49,815 49,815


a) Movement in the Number of Ordinary Shares on Issue Shares Held

000s 000s

Balance at beginning of the year 101,130 101,130

Balance at end of the year 101,130 101,130

All ordinary shares have equal voting rights and share equally in dividends and surplus on winding up.

b) Nature and Purpose of Reserves

Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the

financial statements of foreign subsidiaries. During the year equity increased by $980,000 upon the translation of

foreign subsidiaries (2024: $183,000).

7. DIVIDENDS PAID AND PROPOSED

a) Recognised Amounts

Dividends that were declared and paid on ordinary shares during the year amounted to $20,235,000 (2024:

$20,242,000) equating to 20.0 cents per share (2024: 20.0 cents per share).

b) Unrecognised Amounts

After the balance sheet date, dividends of 20.0 cents per share were approved by the Board of Directors. These

amounts are not recognised in these financial statements as the declaration date was subsequent to year-end.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
51

8. TRADE PAYABLES AND ACCRUALS

Trade payables are initially recognised at fair value and then carried at amortised cost, and due to their

short-term nature, they are not discounted. They represent liabilities for goods and services provided

to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes

obliged to make future payments in respect of the purchase of these goods and services.

Provisions and accruals are recognised when the Group has a present obligation as a result of a past

event and it is probable that an outflow of economic resources embodying economic benefits will be

required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions and accruals are measured as the present value of management’s best estimate of the

expenditure required to settle the present value of the obligation at the balance sheet date. If the effect

of the time value of money is material, provisions and accruals are discounted using a pre-tax rate that

reflects the time value of money and the risks specific to the liability. The increase in the provision or

accruals resulting from the passage of time is recognised as a finance cost.

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick

leave expected to be settled within 12 months of the reporting date, are recognised in respect of the

employee’s services up to the reporting date. They are measured as the amounts expected to be paid

when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave

is taken and is measured at the rates paid or payable.

The Group makes regular contributions to various defined contribution pension plans. Included within

the statement of financial performance are amounts paid and payable by the Group into these pension

plans, net of any related tax rebates. The Group does not make available or make contributions to any

defined benefit superannuation plans.

2025 2024

$000 $000

Trade payables 19,769 15,008

Employee entitlements and leave benefits 5,781 6,614

Goods and services tax 782 691

Accrued expenses 11,380 15,4 47

3 7,7 12 3 7,76 0


Trade payables are unsecured, non-interest bearing and are generally settled on 30 to 60 day terms. The carrying

amount disclosed above is a reasonable approximation of fair value.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
52

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments such as forward currency contracts and options to

economically hedge its risks associated with foreign currency fluctuations and interest rate swaps to

manage interest rate risk. Such derivative financial instruments are initially recognised at fair value on

the date on which a derivative contract is entered into, and are subsequently remeasured to fair value at

balance date. Any gains or losses arising from changes in the fair value of derivatives are taken directly

to the statement of financial performance. The fair value of forward exchange contracts and options is

determined by reference to current forward exchange rates for contracts with similar maturity profiles.

The fair value of interest rate swaps is determined by reference to market inputs for similar instruments.

The Group has the following derivative financial instruments outstanding at the balance sheet date:

a) Foreign Currency Forward Exchange Contracts and Options

i) Forward Exchange Contracts

AVERAGE CONTRACTED RATE NOTIONAL VALUE

2025 2024 2025 2024

Selling Currency/Buying NZD $000 $000

Sell AUD, maturity 0-5 months 0.9077 0.9133 8,538 18,034

Sell USD, maturity 0-9 months 0.5846 0.6046 62,025 69,593

Sell GBP, maturity 0-11 months 0.4632 0.4798 61,997 42,219

Sell CAD, maturity 0-10 months 0.8121 0.8196 20,435 15,077

Sell SGD, maturity 0-10 months 0.7778 0.7981 939 533

Sell HKD, maturity 0-5 months 4.5473 4.6626 1,535 1,047

Sell EUR, maturity 0-9 months 0.5398 0.5597 6,549 6,255


Buying Currency/Selling NZD


Buy EUR – 0.5692 – 764

Buy AUD, maturity 0 months 0.9274 – 253 –

Buy USD – 0.6096 – 1,132

Buy GBP, maturity 4-5 months 0.4636 – 4,314 –

The fair value of forward exchange contracts is determined by comparing the market rates for contracts with the

same nominal amount, exercise price and length of time to maturity.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
53

a) Foreign Currency Forward Exchange Contracts and Options (continued)

ii) Forward Currency Options

AVERAGE CONTRACTED RATE NOTIONAL VALUE

2025 2024 2025 2024

Selling Currency/Buying NZD $000 $000

Sell USD, maturity 1–13 months 0.5864 0.5906 26,860 29,605

Sell GBP, maturity 1–12 months 0.4666 0.4807 16,073 20,794

Sell AUD, maturity 2–4 months 0.8982 0.9113 2,783 2,195

Sell CAD – 0.8207 – 2,132


NZ IFRS 9: Financial Instruments requires that derivative financial instruments are classified as fair value

through profit or loss for measurement purposes unless they are accounted for as hedges. Under NZ

IAS 1: Presentation of Financial Statements, assets and liabilities under the fair value through profit or

loss classification would generally be classified as current in the statement of financial position if held for

trading. However, if the intent is not to actually trade the derivative financial instruments with maturities

greater than one year but to hold them until maturity, then the derivative financial instruments are

more appropriately classified as non-current. The amounts that are classified as non-current reflect the

amounts that will not be settled in the next 12 months.

The classification of forward exchange contracts and forward currency options between current and non-current

is based on whether the contracts will be settled in the next 12 months. The fair value of open contracts existing at

balance sheet date are classified as follows:

2025 2024

Assets Liabilities Assets Liabilities

$000 $000 $000 $000

Current

Forward Exchange Contracts 3,106 2,723 821 46

Foreign Currency Options 968 845 305 –

4,074 3,568 1,126 46


Non-current

Forward Exchange Contracts – – 36 –

Foreign Currency Options 151 – 80 –

151 – 116 –


9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
54

b) Interest Rate Swaps

In order to protect against risks relating to increases in interest rates, the Group has entered into interest rate swap

contracts under which the Group receives interest at variable rates and has agreed to pay interest at fixed rates for

varying terms of principal and time durations.

At balance sheet date interest rate contracts are in place that cover a total $130,000,000 (2024: $105,000,000) of

current New Zealand dollar denominated Group debt through seven separate cap rate agreements, which range in

maturity from six months to four years, with a weighted average interest rate cap of 3.73% plus bank margin (2024:

3.22% plus bank margin). In addition, interest rate contracts are in place that cover a total A$26,000,000 (2024:

A$25,000,000) of current Australian Dollar denominated Group debt through six separate cap rate agreements,

which range in maturity from six months to three years, with a weighted average interest rate cap of 3.19% plus bank

margin (2024: 2.05% plus bank margin).

At balance sheet date the Group has three further seperate cap rate agreement that covers NZ$45,000,000 which

applies at a future date to cover future Group indebtedness (2024: $45,000,000). Maturity ranges from three to four

years, with a weighted average interest rate cap of 3.74% plus bank margin (2024: 4.25% plus bank margin). The Group

has five additional Australian Dollar denominated cap rate agreement in place that covers a total A$26,000,000

(2024: A$27,000,000), which range in maturity from two to four years, with a weighted average interest rate cap of

3.75% plus bank margin (2024: 3.78% plus bank margin).

The total fair value of these contracts at balance sheet date is a liability of $2,971,000 (2024: asset of $3,049,000).

The Group has elected not to apply hedge accounting to its derivative financial instruments and

accordingly the instruments have been classified as fair value through profit and loss.

The classification between current and non-current is based on whether the contracts or portion of contracts will be

settled within the next 12 months. The total fair value of these contracts at balance sheet date is classified as follows:

2025 2024

Assets Liabilities Assets Liabilities

$000 $000 $000 $000

Current

Interest Rate Swaps – 977 1,581 –

– 977 1,581 –


Non–current

Interest Rate Swaps – 1,994 1,468 –

– 1,994 1,468 –

9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
55

10. INTEREST-BEARING LOANS AND BORROWINGS

a) Debt Facilities Existing at Balance Sheet Date

Interest-bearing loans and borrowings are initially recognised at the fair value of the consideration

received, less directly attributable transaction costs. After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortised cost using the effective interest method. Fees paid

on the establishment of loan facilities are included as part of the carrying amount of the interest-bearing

loans and borrowings. Interest-bearing loans and borrowings are classified as current liabilities, unless

the Group has a right at the end of the reporting period to defer settlement of the liability for at least 12

months after balance sheet date.

Borrowing costs are expensed as incurred, except when they are directly attributable to the acquisition

or construction of a qualifying asset. When this is the case, they are capitalised as part of that asset.

Once the asset is put into productive use, capitalisation of the borrowing costs ceases.

At the balance sheet date the following debt facilities have been drawn upon by the Group:

MaturityEffective Interest Rate2025

$000

2024

$000

20252024

Non-Current Debt Obligations

Multicurrency facility A31 January 20284.67%6.90% 99,850 99,920

Multicurrency facility B31 January 20294.73%5.68% 79,790 99,799

AUD facility A31 January 20294.70%5.76% 31,583 31,983

AUD facility B31 January 20285.20%5.67% 2 7, 9 7 8 31,619

Term facility31 January 20285.19%7.60% 89,865 39,865

Headroom facility31 January 2028N/AN/A (30) (17)

Revolving loan facilityN/AN/AN/A – 44,964

Working Capital facility31 January 20284.63%7.10 % 8,143 21,345

3 3 7,17 9 369,478

The carrying amount of the Group’s non-current interest-bearing loans and borrowings are the fair values at balance

sheet date.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
56

b) Terms and Conditions of Debt Facilities

i) Senior Debt Facilities

In June 2025, the Group successfully completed the renegotiation of its syndicated Senior Debt facilities agreement

with Westpac New Zealand Limited, Westpac Banking Corporation, Bank of New Zealand Limited (BNZ), China

Construction Bank (New Zealand) Limited (CCB) and Hong Kong and Shanghai Banking Corporation Limited

(HSBC). With the syndicated facility a General Security Agreement has been put in place in favour of the banks over

the existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited and Barossa

Valley Estate Pty Limited.

At balance sheet date the Working Capital facility, Multicurrency facility A, Multicurrency facility B, AUD facility A,

AUD facility B, Term facility and Headroom facility collectively make up the syndicated Senior Debt Facilities of

Delegat, which provide funding for the assets of the Group. The maximum limit of the Working Capital facility is

NZ$48,000,000 (2024: NZ$45,000,000), the Multicurrency facility A is NZ$100,000,000 (2024: NZ$100,000,000),

the Multicurrency facility B is NZ$100,000,000 (2024: NZ$100,000,000), the AUD facility A is A$29,350,000 (2024:

A$29,350,000), the AUD facility B is A$27,500,000 (2024: A$35,000,000), Term facility is NZ$90,000,000 (2024:

NZ$39,900,000), Headroom facility is NZ$20,000,000 (2024: NZ$20,000,000) and Revolving loan facility is NZ$Nil

(2024: NZ$45,000,000). At balance sheet date NZ$81,399,000 (2024: NZ$50,170,000) is available for further

drawdown on these facilities.

The amount drawn down on the AUD facility A and AUD facility B at the balance sheet date was A$55,350,000 (2024:

A$58,350,000).

Interest on these facilities is based on the BKBM/BBSY plus margin. The facility agreement requires that certain

banking covenants be met and requires the Group to maintain or better specified EBITDA and fixed charges

coverage ratios, and maintain or better a minimum adjusted equity balance. The Group must also maintain or better

a specified total tangible asset backing. At year-end, and at measurement dates during the year, the covenants of the

Senior Debt Facilities have been met.

ii) Other Facilities

Delegat also has available an overdraft limit of $1,000,000 (2024: $1,000,000). Interest charged on this facility is at

the commercial lending rate (2024: commercial lending rate). At 30 June 2025 the commercial lending rate is 7.45%

(2024: commercial lending rate 9.80%). No amount is drawn against this facility at balance sheet date.

10. INTEREST-BEARING LOANS AND BORROWINGS (C O NTI N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
57

11. TRADE AND OTHER RECEIVABLES

On initial recognition, the Group’s trade receivables are recognised at their transaction price as defined

in NZ IFRS 15: Revenue from Contracts with Customers. The Group’s trade receivable balances are

generally short-term and do not contain a significant financing component. They are subsequently

measured at amortised cost using the effective interest method, less an allowance for expected future

credit losses.

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables and sundry receivables if financial assets. Expected

credit losses are measured by grouping trade receivables based on shared credit risk characteristics

and the days past due. A provision matrix is then determined based on the historical credit loss rates for

each group of customers, adjusted for any material expected changes to the future risk for that customer

group.

Individual trade receivable balances which are known to be uncollectible are written off where the Group

has no reasonable expectation of recovering the trade receivable balance.

2025 2024

$000 $000


Trade receivables 56,510 76,445

Prepayments and sundry receivables 4,618 7, 8 3 1

Goods and services tax 1,678 1,852

62,806 86,128


As at 30 June 2025 the ageing of trade receivables is as follows:

Ageing of receivables

New Zealand

(including

Asia Pacific)

AustraliaUnited

Kingdom

United

States of

America

CanadaGroup

As at 30 June 2025 $000 $000 $000 $000 $000 $000

Current 3,785 7, 517 24,093 13,049 5,156 53,600

1 to 30 days 274 2 1,284 1,011 10 2,581

31 to 60 days – – 301 – – 301

61 to 90 days – – 28 – – 28

Total trade receivables 4,059 7, 5 1 9 25,706 14,060 5,166 56,510

All amounts recognised as trade receivables are unsecured and the maximum credit risk is equivalent to the carrying

values noted directly above. Trade receivables are non-interest bearing and generally settled on 30 to 90 day terms.

Due to their short-term nature trade receivables are not discounted.

In determining the historic loss rates to be applied to these customer groups and ageing buckets the Group has

reviewed whether there were any bad debts written off over the last five years and has identified that these were $nil

(2024: $nil). Accordingly the historic loss rates applied to each customer group at 30 June 2025 are 0% (2024: 0%).

Due to the short term nature of the Group’s trade receivables, the nature of the Group’s customer base, the Group’s

experience over the past five years and other forward looking information, the historic loss rates have not been

adjusted for any material expected future changes in credit risk.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
58

12. INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated

selling price in the ordinary course of business, less estimated costs of completion and the estimated

costs necessary to make the sale. Costs of finished goods sold are assigned on a weighted average cost

basis.

GRAPES

Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the

grapes are harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under

NZ IAS 41: Agriculture and are recorded at fair value at that date. The fair value becomes the basis of cost

when accounting for inventories.

Harvesting of the grape crop is ordinarily performed in late March or early April. Costs incurred in growing

the grapes, including any applicable harvest costs, are initially allocated into the cost of inventory as

part of the total costs to acquire and grow the agricultural produce. At the point of harvest, a fair value

adjustment is made so that the cost per tonne is adjusted to fair value in accordance with NZ IAS 41:

Agriculture and NZ IFRS 13: Fair Value Measurement. Any difference between cost and fair value is

included within the statement of financial performance as cost of sales.

The fair value of grapes at the point of harvest is determined by reference to the market prices for each

variety of grape grown in the local area and the market price paid to independent grape growers. Any

difference between cost and fair value is included within the statement of financial performance as cost

of sales.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
59

2025 2024

$000 $000


Current vintage 106,878 105,198

Aged wine 72,885 67,823

Winery ingredients, packaging materials and other 8,008 8,903

1 8 7,7 7 1 181,924


During the year the Group harvested a total of 47,461 tonnes of grapes (2024: 34,150 tonnes) in New Zealand

and Australia. The 2025 harvest was 39% higher than the 2024 harvest. Of this amount a total of 12,280 tonnes


(2024: 11,083 tonnes) were purchased from independent third party growers. The fair value of agricultural produce

from the Group’s owned and leased vineyards at the point of harvest was $67,680,000 (2024: $50,400,000). A fair

value gain of $9,355,000 (2024: $4,977,000 loss) was recorded during the year and included within cost of sales.

Included within cost of sales is a total of $196,912,000 (2024: $223,512,000) which represents costs expended in

grape growing (inclusive of lease costs), procurement, delivery and materials.

13. BIOLOGICAL WORK IN PROGRESS

2025 2024

$000 $000


Growing costs relating to next harvest 16,604 15,565

16,604 15,565


As allowed under NZ IAS 41: Agriculture the vineyard costs in the period to 30 June have been recognised

as work in progress for the next harvest and the Group has determined that cost is equal to fair value at

this point of the growth cycle.

12. INVENTORIES (C O NTI N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
60

14. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at historical cost less accumulated depreciation and any

accumulated impairment losses. Such costs include the cost of replacing parts that are eligible for

capitalisation when the cost of replacing the parts is incurred. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets and the value of other directly

attributable costs that have been incurred in bringing the assets to the location and condition necessary

for their intended service.

The cost of self-constructed assets includes the cost of all materials used in the construction, direct

labour on the project, lease costs and financing costs that are directly attributable to the project and an

appropriate proportion of directly attributable variable and fixed overheads. Costs cease to be capitalised

when the asset is ready for productive use. In respect of vineyard improvements, capitalisation of costs

continues until the vineyards are ready for productive use, which is when the vineyard has produced

approximately 60% of expected yield at full production, ordinarily a period of three years after the planting

of vines.

Land and Land Improvement assets are measured at cost and are not subject to depreciation.

IMPAIRMENT

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable. If an impairment trigger exists, the recoverable amount of the asset is

determined, being the higher of an asset’s fair value less costs to sell, and value in use. An impairment

charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. For the purposes of assessing impairment, the recoverable amount is determined at the lowest

level for which there are separately identifiable cash flows (cash-generating units).

DEPRECIATION

Depreciation of property, plant and equipment, other than land and land improvements, which has an

indefinite economic life and hence not depreciated, is charged on a straight-line basis so as to write off

the assets to their expected residual value over their estimated useful lives. The estimated useful lives

are as follows:

B

uildings 10–50 years

Plant and Equipment 3–50 years

Vineyard Improvements 3–50 years

Bearer Plants 50 years

The estimation of the useful lives of assets has been based on historical experience as well as lease terms.

The condition of the assets is assessed at least once per year and considered against the remaining

useful life. Adjustments to useful lives are made when considered necessary.

Depreciation on vineyard improvements commences when the vineyard is considered to be in

commercial production, which is when the vineyard has produced approximately 60% of the expected

yield at full production, ordinarily a period of three years after the planting of vines. The assets’ residual

values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the end of

each financial year.

Capitalised assets on leased vineyards or office premises are depreciated over the shorter of the

estimated useful life of the asset and the remaining lease term.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
61

IMPAIRMENT

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to

the Group and to the particular asset that may lead to impairment. If an impairment trigger exists the

recoverable amount of the asset is determined.

Impairment testing of property, plant and equipment and intangible assets is an area where estimates

and judgements have a significant risk of causing a material adjustment to the carrying amount of the

Group’s property, plant and equipment and indefinite life intangible assets.

The Group considers that the Group’s assets comprise two cash-generating units (CGUs), New Zealand

and Barossa Valley. In the current year the Group considers that there are indicators of impairment in

respect of the Barossa Valley Estate (BVE) CGU due to current market conditions and have therefore

determined the recoverable amount of the BVE CGUs assets.

The recoverable amount of the BVE CGU is determined on a value-in-use basis using a discounted cash

flow model. The cash flow forecasts are primarily based on the business units’ forecast seven-year plan

prepared by management and approved by the Board. A seven-year forecast has been used given the

time required for vineyard, winery and market development to meet customer demands and the Group

has established processes to ensure forecasts are accurate for this seven-year period.

The key assumptions used in the value in use calculation are as follows:

– Sales growth - Projected case sales are based on the 7-year plan from FY26-FY32 supported by

management’s expectation of an improving case sales profile.

– Discount rate - The cash flow projections are discounted using a pre-tax rate of 11.0% (2024: 8.4%)

which reflects the weighted average cost of capital for the Group. This rate reflects the risk profile of

the business and the market which BVE operates.

– Terminal growth rate - The cash flow projections include a 2% terminal growth assumption (2024: 1%)

from FY32.

The discounted cash flows from the cash generating unit confirmed that there was no impairment, and

that the recoverable value from value in use exceeds the carrying value of the BVE CGUs assets by $6.8

million (2024: $36.6 million).

The BVE CGU is sensitive to changes in forecast sales growth, the discount rate and terminal growth

rate. A reduction in forecast case sales by 5%, an increase in the discount rate by 0.5%, or a reduction

in the terminal growth rate by 0.5%, would reduce the recoverable amount by $3.6 million, $5.5 million,

and $4.1 million respectively (2024: $4.9 million, $9.3 million, $7.9 million respectively). An increase in the

discount rate by 0.6% would result in the recoverable amount equalling the carrying value of the CGUs

assets. This sensitivity analysis for each assumption assumes all other assumptions in the model are

held constant.

14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
62

a) Reconciliation of Carrying Amounts at Beginning and End of the Year

Year ended 30 June 2025

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Capital Work in

Progress

Total


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

Net book value at 1 July 2024 182,686 100,068 47,022 103,003 172,895 122,506 728,180

Additions/Transfers 24,270 82,030 10,189 18,105 11,027 (85,758) 59,863

Disposals – – – (1) (162) – (163)

Foreign currency translation (104) (200) (38) (131) (56) (18) (547)

Depreciation charge – (4,238) (1,469) (3,298) (11,917) – (20,922)

Net book value at 30 June 2025 206,852 177,660 55,704 117,678 171,787 36,730 766,411


At cost 206,859 239,514 76,808 153,351 302,397 36,730 1,015,659

Accumulated depreciation and


impairment (7) (61,854) (21,104) (35,673) (130,610) – (249,248)

Net book value at 30 June 2025 206,852 177,660 55,704 117,678 171,787 36,730 766,411


Year ended 30 June 2024

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Capital Work in

Progress

Total


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

Net book value at 1 July 2023 185,862 103,690 48,429 110,172 163,382 74,467 686,002

Additions/Transfers – 87 1 61 20,903 48,032 69,084

Disposals – – – – (136) – (136)

Transfer to assets held for sale (3,204) – – (4,036) – – ( 7, 24 0)

Foreign currency translation 28 54 10 36 11 7 146

Depreciation charge – (3,763) (1,418) (3,230) (11,265) – (19,676)

Net book value at 30 June 2024 182,686 100,068 47,022 103,003 172,895 122,506 728,180


At cost 182,693 157,748 66,667 135,449 295,226 122,506 960,289

Accumulated depreciation and


impairment (7) (57,680) (19,645) (32,446) (122,331) – (232,109)

Net book value at 30 June 2024 182,686 100,068 47,022 103,003 172,895 122,506 728,180


b) Other Items

The weighted average interest rate on interest capitalised during the year was 6.38% (2024: 7.03%).

Bearer Plants consist of grape vines on our vineyards located in New Zealand and the Barossa Valley, Australia.


At 30 June 2025 the Group has grape vines planted on 2,104 productive hectares of land (2024: 1,934 productive

hectares) in New Zealand and 175 productive hectares (2024: 175 productive hectares) in Australia.

14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
63

b) Other Items (continued)

The net book value of vines on leased land where the Group does not have the beneficial ownership in the vine asset,

is not reported above, as the risks and rewards incidental to owning the vines do not transfer to the Group. The

Group is however party to leases of land on which vine stock is owned by the Group, refer Note 17. The net book value

of these assets are reported, as the risk and rewards incidental to ownership are retained by the Group.

15. ASSETS HELD FOR SALE

Non-current assets are classified as held for sale and stated at the lower of their carrying amount and fair

value less costs to sell if their carrying amount will be recovered principally through a sale transaction

rather than through continuing use.

An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less

costs to sell.

A gain or loss not previously recognised by the date of the sale of the non-current asset is recognised at

the date of de-recognition. Non-current assets are not depreciated while they are classified as held for

sale. Non-current assets classified as held for sale are presented separately from the other assets in the

Statement of Financial Position.

Assets held for sale in the prior year relate to land and buildings used for warehousing. On 4 June 2024, a conditional

agreement to sell these assets was entered into between the Group and a purchaser. Subsequent to balance date

the sale and purchase agreement became unconditional, with the sale completing on 31 July 2024. The carrying

value of the land and buildings was $7,240,000 and was measured at the lower of its carrying value and fair value less

cost to sell. This asset was previously reported under the ‘Delegat’ segment in accordance with NZ IFRS 8.

16. INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. The cost of the

intangible assets acquired in a business combination is their fair value at the date of acquisition.

Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and

accumulated impairment losses.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite

lives are amortised over their useful life and assessed for impairment whenever there is an indication

that the intangible asset may be impaired. Intangible assets with indefinite useful lives are not amortised,

but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The

assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be

supportable; if not, the change in useful life from indefinite to finite is made on a prospective basis.

Water rights currently owned by the Group have been assessed as having indefinite useful lives and are

therefore tested annually for impairment at the CGU level. The recoverable amount of the CGU’s assets

are higher than the water rights’ carrying value and therefore no impairment is required to be recognised.

Refer to note 14 for the basis and key assumptions used in the determination of the recoverable amount.

Water rights currently owned by the Group consist of water rights in both New Zealand and Australia.

Barossa Valley Estate Pty Limited (BVE) owns water rights consisting of shares in Barossa Infrastructure Limited

and associated infrastructure levies. These water rights grant BVE the right to a fixed number of units of water per

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
64

share and were purchased by BVE to support their vineyard activities. BVE continues to have the right to use the

water over an indefinite period and therefore the water rights are considered to have an indefinite useful life. At

balance date the carrying value of BVE’s water rights are $5,717,000 (2024: $5,800,000).

Delegat Limited (Delegat) owns water rights consisting of shares in Lower Waihopai Dam Limited. These water rights

grant Delegat the right to a fixed number of units of water per share and were purchased by Delegat to support their

vineyard activities. Delegat continues to have the right to use the water over an indefinite period and therefore the

water rights are considered to have an indefinite useful life. At balance date the carrying value of Delegat’s water

rights are $600,000 (2024: $600,000).

Costs incurred in developing systems, acquiring software and licences, are capitalised to software where the

activities create an intangible asset that the Group controls and the intangible asset meets the recognition criteria.

Amortisation of software assets is calculated on a straight-line basis over the useful life of the asset (typically 3 to

10 years). Costs related to Software-as-a-Service arrangements are expensed unless they meet the definition of an

intangible asset.

The movement in the value of intangible assets is summarised as follows:

Year ended 30 June 2025 Water Rights Software Total

$000 $000 $000

Carrying value at 1 July 2024 6,400 34 6,434

Foreign currency translation (84) – (84)

Amortisation – (14) (14)

Carrying value at 30 June 2025 6,316 20 6,336


At cost 6,316 5,030 11,346

Accumulated amortisation – (5,010) (5,010)

Carrying value at 30 June 2025 6,316 20 6,336


Year ended 30 June 2024 Water Rights Software Total

$000 $000 $000

Carrying value at 1 July 2023 6,377 344 6,721

Additions – 36 36

Disposals – (3) (3)

Foreign currency translation 23 – 23

Amortisation – (343) (343)

Carrying value at 30 June 2024 6,400 34 6,434


At cost 6,400 5,030 11,430

Accumulated amortisation – (4,996) (4,996)

Carrying value at 30 June 2024 6,400 34 6,434

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

16. INTANGIBLE ASSETS (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
65

17. LE A S E S

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is,

or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of

time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for leases of

low-value assets. The Group applies the low-value assets recognition exemption for its barrel leases.

Payments on the Group’s barrel leases are expensed on a straight line basis over the lease terms. The

Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to

use the underlying assets.

RIGHT-OF-USE ASSETS

The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets

are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and lease payments made at or before the commencement date,

less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the

shorter of the lease term and the estimated useful lives of the assets. The estimated useful lives of right-of-

use assets are determined on the same basis as those of property, plant and equipment.

LEASE LIABILITY

At the commencement date of the lease, the Group recognises lease liabilities measured at the present

value of lease payments to be made over the lease term. In calculating the present value of lease payments,

the Group uses the interest rate implicit in the lease when readily determinable; if the implicit interest rate is

not readily determinable the Group uses its incremental borrowing rate at the lease commencement date.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest

and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured

if there is a modification, a change in the lease term or a change in the lease payments.

Right-of-use asset depreciation and lease liability interest that are directly attributable to bringing new

vineyards to working condition for their intended use are capitalised up until the time the vineyards become

commercially productive. The accumulated amount is then amortised over the remaining lease term.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods

covered by an option to extend the lease if it is reasonably certain to be exercised. When the Group has the

option to extend a lease, management uses its judgement to determine whether or not an option would be

reasonably certain to be exercised. Management considers all facts and circumstances, including its past

practice and any cost that will be incurred to change the asset if an option to extend is not taken, to help

determine the lease term. After the commencement date, the Group reassesses the lease term if there is a

significant event or change in circumstances that is within its control and affects its ability to exercise or not

to exercise the option to renew.

To determine the value of the lease liability, the future lease payments are discounted using the interest

rate implicit in the lease, otherwise the Group’s incremental borrowing rate is used. Implicit interest rates

are present in most of the Group’s vineyard leases. The Group’s incremental borrowing rate is the rate that

the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar

economic environment with similar terms and conditions. The Group is required to revise the discount rate

used if there is a change in the lease term, a change in the assessment of an option to purchase the underlying

asset, a change in future lease payments resulting from a change in an index or a rate used to determine those

payments, or where there is a lease modification that is not accounted for as a separate lease.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
66

RIGHT-OF-USE ASSETS

Leases held by the Group include long-term land leases, vineyard improvements and bearer plants, which allow the

Group to access prime viticultural land in the Marlborough and Hawke’s Bay areas. The leases provide the Group

the right of first refusal in the event that the land is put up for sale. Other leases include office building, car and

equipment leases.

a) Reconciliation of Right-of-Use Assets at the Beginning and End of the Year

Year ended 30 June 2025

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Total

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

Net book value at 1 July 2024 40,739 7,757 2,604 22,006 3,663 76,769

Additions 1,815 265 86 6,486 11,339 19,991

Disposals (8,035) – – (213) (63) (8,311)

Foreign currency translation – – – 39 (3) 36

Depreciation charge (1,955) (564) (188) (2,898) (1,007) (6,612)

Net book value at 30 June 2025 32,564 7,458 2,502 25,420 13,929 81,873


At cost 55,531 18,279 5,845 41,414 17,290 138,359

Accumulated depreciation (22,967) (10,821) (3,343) (15,994) (3,361) (56,486)

Net book value at 30 June 2025 32,564 7,458 2,502 25,420 13,929 81,873


Year ended 30 June 2024

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Total

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

Net book value at 1 July 2023 35,686 8,032 2,701 21,337 3,701 71,457

Additions 6,940 270 87 3,554 745 11,596

Disposals – – – (377) (53) (430)

Foreign currency translation – – – (41) 3 (38)

Depreciation charge (1,887) (545) (184) (2,467) (733) (5,816)

Net book value at 30 June 2024 40,739 7,757 2,604 22,006 3,663 76,769


At cost 64,337 18,014 5,759 35,920 6,471 130,501

Accumulated depreciation (23,598) (10,257) (3,155) (13,914) (2,808) (53,732)

Net book value at 30 June 2024 40,739 7,757 2,604 22,006 3,663 76,769



17. LEASES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
67

LEASE LIABILITY

b) Reconciliation of Lease Liability at the Beginning and End of the Year

2025 2024

$000 $000

Balance at beginning of the year 94,613 93,559

Per Statement of Cash Flows:

– Interest Expense 5,833 5,352

– Repayments (16,268) (10,540)

Additions/Transfers 20,015 6,446

Disposals (271) (164)

Foreign currency translation 26 (40)

Balance at end of the year 103,948 94,613


Current 9,844 9,663

Non-current 94,104 84,950

103,948 94,613


The maturity analysis of lease liabilities is disclosed in Note 2.

c) Other Items

The Group had total cash outflows for leases of $21,967,000 (2024: $15,675,000), this includes an amount of

$5,699,000 (2024: $5,135,000) in relation to leases of low-value assets. Low value asset lease expenses are expensed

on a straight line basis over the lease terms.

17. LEASES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
68

18. INCOME TAX EXPENSE

Current tax assets and liabilities for the current and prior periods are measured as the amount expected

to be recovered from, or paid to, the taxation authorities based on the current period’s taxable income.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively

enacted at the balance sheet date.

Deferred income tax is provided for all temporary differences at the balance sheet date between the tax

bases of assets and liabilities and their carrying amounts for financial reporting purposes. Such assets

and liabilities are not recognised if the temporary difference arises from the initial recognition (other than

in a business combination or for transactions that give rise to equal taxable and deductible temporary

differences) of other assets and liabilities in a transaction that affects neither the taxable profit, nor the

accounting profit. In addition a deferred tax liability is not recognised if the temporary difference arises

from the initial recognition of goodwill. Deferred income tax assets are recognised for all deductible

temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it

is probable that taxable profit will be available against which the deductible temporary differences and

the carry-forward of unused tax credits and unused tax losses can be utilised. The carrying amount of

deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no

longer probable that sufficient taxable profit will be available to allow all, or part of, the deferred income

tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to

the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have

been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the

statement of financial performance.

Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax

assets against current tax liabilities, and the deferred tax assets and liabilities relate to the same taxable

entity and the same taxation authority.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
69

2025 2024

$000 $000

a) Numerical reconciliation between aggregate tax expense

in the statement of financial performance and tax expense

calculated per the statutory income tax rate

Accounting profit before tax 68,364 61,578

At the Group’s statutory income tax rate of 28% (2024: 28%) 19,142 17, 24 2


Tax impact of the following items:

Adjustments in respect of income tax of prior years (107) (79)

Entertainment 42 153

Legal fees 7 82

Non-assessable income 27 60

Removal of tax depreciation for buildings – 13,032

Non-deductible items 425 23

Tax on foreign income due to different tax rates (210) (312)

Income tax expense for the year 19,326 30,201


b) The major components of income tax expense are:

Income tax reported in the statement of financial performance

Estimated current period tax assessment 15,317 15,973

Adjustments in respect of income tax of prior years (107) (79)

Movements in the deferred income tax liability 4,116 14,307

Income tax expense for the year 19,326 30,201


Income tax reported in the statement of other comprehensive income

Net gain/(loss) on hedge of net investment 129 (35)

Income tax charged/(credited) to other comprehensive income 129 (35)


18. INCOME TAX EXPENSE (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
70

2025 2024

$000 $000


c) Deferred income tax at balance sheet date relates to the following:

Capitalised interest 8,947 7, 6 07

Capitalised leases 496 568

Accelerated depreciation of long-term assets 47, 4 5 3 43,779

Leases (6,135) (6,390)

Fair value adjustments on biological produce 5,871 4,444

Excess of fair value on acquisition of bearer plants over tax values 8,673 8,673

Provisions (1,052) (962)

Stock profit eliminations (4,331) (3,815)

Derivative financial instruments (648) 1,188

Net deferred tax liability 59, 274 55,092


Balance at beginning of the year 55,092 40,785

On surplus for year 4,116 14,307

Adjustments in respect of income tax of prior years 75 (1)

Foreign currency translation (9) 1

Balance at end of the year 59, 274 55,092


There are no elements of deferred taxes which are reported within equity.

On 28 March 2024, the New Zealand Government enacted changes to the tax legislation to remove the ability

to depreciate commercial buildings for tax depreciation purposes. For the Group the application of this taxation

change under NZ IAS 12: Income Taxes, reduced the tax carrying value of New Zealand buildings to nil. The impact

of this change resulted in an increase in deferred tax liability by $13,032,000 and a corresponding one-off, non-cash

accounting adjustment to the tax expense for the year ended 30 June 2024.

19. IMPUTATION CREDIT ACCOUNT

2025 2024

$000 $000

Balance at beginning of the year 122,314 117,12 1

Tax payments 12,453 12,671

Fully imputed dividend paid ( 7, 4 8 7 ) ( 7, 47 8)

Balance at end of the year 12 7, 2 8 0 122,314


20. COMMITMENTS

The estimated capital expenditure contracted for at 30 June 2025 but not provided for is $4,857,000 (2024:

$35,145,000).

18. INCOME TAX EXPENSE (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
71

21. RELATED PARTIES

a) Investment in Subsidiaries

Investments in controlled entities are as follows:

Name of EntityPrincipal ActivityCountry of

Incorporation

Ownership Interest %

20252024

Delegat LimitedWinemaking, Sales and

Distribution

New Zealand 100.00 100.00

Delegat Canada LimitedBrand MarketingCanada 100.00 100.00

Delegat Australia Pty LimitedSales and DistributionAustralia 100.00 100.00

Delegat USA, Inc.Sales and DistributionUnited States of

America

100.00 100.00

Delegat Europe LimitedSales and DistributionUnited Kingdom 100.00 100.00

Delegat (Singapore) Pte. LimitedInvestment Holding

Company

Singapore 100.00 100.00

Barossa Valley Estate Pty LimitedWinemakingAustralia 100.00 100.00

Delegat (Shanghai) Trading Co.

Limited

Sales and DistributionChina100.00100.00

The parent company of all subsidiaries is Delegat Group Limited, except for Delegat Europe Limited and Barossa

Valley Estate Pty Limited whose immediate parent company is Delegat Limited, and Delegat (Shanghai) Trading Co.

Limited whose immediate parent company is Delegat (Singapore) Pte. Limited.

All subsidiaries have a 30 June balance date, except for Delegat (Shanghai) Trading Co. Limited which has a


31 December balance date as required by law in China.

b) Key Management Personnel

Details relating to key management personnel, including remuneration paid, are included within Note 22.

c) Related Parties by Virtue of Share Ownership

The following Directors hold the following number of Shares in the Parent20252024

Delegat Share Protection Trust


(Jim Delegat, Rosamari Delegat and BPM Trustees (DSPT) Limited – Trustees) 6 6 , 8 5 7,14 2 6 6 , 8 5 7,14 2

Gordon Neil MacLeod 11,600 3,700

McKay Family Trust Partnership 3,100 N/A

The individuals above are considered related parties as a result of their shareholding or by virtue of being considered

a member of key management.

During the year, a total of $103,000 (2024: $99,000) was paid to Rosamari Delegat in her capacity as a Non-Executive

Director.

During the year, a total of $180,000 (2024: $146,000) was paid to Jim Delegat in his capacity as Chair.

During the prior year Delegat Limited paid a total of $23,000 to Gordon MacLeod in his capacity as an independent

consultant and under normal terms and conditions. The agreement for these additional consulting services was

cancelled in the prior year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
72

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

d) Transactions with Related Parties who have Significant Influence over Subsidiary Companies

During the year Delegat Australia Pty Limited paid a total of $27,000 (2024: $27,000) to Yaroona Pty Limited. The

payments made to Yaroona Pty Limited were made in Peter Taylor’s capacity as Company Director. Peter Taylor was

considered to be a related party by virtue of his ability to significantly influence the financial and operating policies

of a subsidiary company.

During the year Barossa Valley Estate Pty Limited paid a total of $36,000 (2024: $46,000) to Range Road Estate

Pty Limited, including directors fees of $22,000 (2024: $27,000). The remaining payments made to Range Road

Estate Pty Limited were made in Alan Hoey’s capacity as an independent consultant and under normal terms and

conditions. Alan Hoey was considered to be a related party by virtue of his ability to significantly influence the

financial and operating policies of a subsidiary company.

During the year Delegat Limited paid a total of $8,000 (2024: $5,000) to Camelot Trust Pte. Limited, a company

in which a Director of Delegat (Singapore) Pte. Limited has an interest. The payments made to Camelot Trust Pte.

Limited are made in Anita Chew Peck Hwa’s capacity as Company Director and under normal terms and conditions.

22. KEY MANAGEMENT PERSONNEL

Compensation of Key Management Personnel

Included in the definition of related parties are Key Management Personnel having authority and responsibility for

planning, directing and controlling the activities of the entity either directly or indirectly, including any Director.

Management have assessed the composition of the Key Management and their compensation for the year ended


30 June is presented below:

2025 2024

$000 $000

Short-term employee benefits (including Directors’ fees) 9,284 9,358

Post-employment benefits (including defined contribution pension plan) 346 355

Termination benefits paid – 6

9,630 9,719

23. EVENTS SUBSEQUENT TO BALANCE SHEET DATE

On 29 August 2025, the Directors of the Parent declared a fully imputed dividend of $20,226,000 (20.0 cents per

Share) to be paid on 10 October 2025.

21. RELATED PARTIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
73




Independent Auditor’s Report

To the Shareholders of Delegat Group Limited

Opinion

We have audited the consolidated financial statements of Delegat Group Limited and its

subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position

as at 30 June 2025, and the statement of financial performance, statement of other

comprehensive income, statement of changes in equity and statement of cash flows for

the year then ended, and notes to the consolidated financial statements, including

material accounting policy information.


In our opinion, the accompanying consolidated financial statements, on pages 27 to 72,

present fairly, in all material respects, the consolidated financial position of the Group as

at 30 June 2025, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to IFRS Accounting

Standards

(‘NZ IFRS’) as issued by the External Reporting Board and IFRS Accounting Standards

(‘IFRS’) as issued by the International Accounting Standards Board.


Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the Audit

of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.


We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)

issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International

Independence Standards)

, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Other than in our capacity as auditor and the provision of a limited assurance engagement

over the Selected Greenhouse Gas (GHG) Disclosures included within the Group Climate

Statements for Scope 1 and 2 GHG emissions, we have no relationship with or inter

ests in

the Company or any of its subsidiaries. These services have not impaired our

independence as auditor of the Company and Group.


Audit materiality



We consider materiality primarily in terms of the magnitude of misstatement in the

financial statements of the Group that in our judgement would make it probable that the

economic decisions of a reasonably knowledgeable person would be changed or

influence

d (the ‘quantitative’ materiality). In addition, we also assess whether other

matters that come to our attention during the audit would in our judgement change or

influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality

both in planning the scope of our audit work and in evaluating the results of our work.


Key audit matters Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated fin

ancial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.





INDEPENDENT AUDITOR’S REPORT

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
74





Key audit matter How our audit addressed the key audit matter

Revenue Recognition – Rebates & Promotional

Allowances Accruals

Revenue is recognised net of volume discounts, other

rebates and various other payments to customers for

promotional support. Volume discounts and rebates not

invoiced at reporting date are estimated estimated based

on agreements with customers and estimated depletions

during the period.

As disclosed in note 3, the value of the rebates and

promotional allowance accruals as at 30 June 2025 was

$28.5m (2024: $28.8m)

The value of rebates and promotional allowances accruals

as at 30 June 2025 is a key audit matter due to the high

levels of judgement involved in the calculation of the

accruals as management must estimate the level of

achievement of future targets by customers in order to

calculate the level of rebates and promotional allowances

that will be incurred.


In order to respond to the significant judgment in

estimating the rebates and promotional expenses accruals

we:

• held discussions with management to understand the

process and models for estimating the rebates and

promotional allowances accruals;

• evaluated the design and tested the implementation

of relevant controls over the rebates and promotional

allowances accruals and associated revenue

recognition;

• performed a look-back analysis comparing previous

rebates and promotional allowances accruals to the

actual cost incurred; and

• obtained the Group’s calculation of the 30 June 2025

rebates and promotional allowances accruals,

checked the calculation for mathematical accuracy

and agreed to supporting evidence on a sample basis.



Other information


The directors are responsible on behalf of the Group for the other information. The other

information comprises the information in the Financial Report that accompanies the

consolidated financial statements and the audit report, and the Annual Report and

C

limate Related Disclosure Statement 2025, which are expected to made available to us

after the date of the audit report.

Our opinion on the consolidated financial statements does not cover the other

information and we do not express any form of assurance conclusion thereon.


Our responsibility is to read the other information and consider whether it is materially

inconsistent with the consolidated financial

statements, or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If so, we are required to report that

fact. We have nothing to report in this regard.

When we read the Annual Report and Climate Related Disclosure Statement 2025, if we

conclude that there is a material misstatement therein, we are required to communicate

the matter to the directors and consider further appropriate actions.


Directors’ responsibilities for

the consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair

presentation of the consolidated financial statements in accordance with NZ IFRS and

IFRS, and for such internal control as the directors determine is necessary to enable the


preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.


In preparing the consolidated financial statements, the directors are responsible on behalf

of the Group for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.




INDEPENDENT AUDITOR’S REPORT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
75





Auditor’s responsibilities for the

audit of the consolidated

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assu

rance is a high level of assurance but is not a guarantee that an audit conducted in

accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they

could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial

statements is located on the External Reporting Board’s website at:


https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-

report-1-1/

This description forms part of our auditor’s report.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the f

ullest

extent permitted by law, we do not accept or assume responsibility to anyone other than

the Company’s shareholders as a body, for our audit work, for this report, or for the

opinions we have formed.





Andrew Dick

Partner

for Deloitte Limited

Auckland, New Zealand

29 August 2025





INDEPENDENT AUDITOR’S REPORT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
76

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE

Delegat Group Limited (“the Group”) is committed to maintaining the highest standards of governance by

adopting and implementing best practice structures and policies. This Corporate Governance Statement sets

out the corporate governance policies, practices, and processes adopted and followed by the Group (including

the guiding principles, authority, responsibilities, membership and operation of the Board of Directors) as at

29 August 2025 and has been approved by the Board.

The best practice principles (and underlying recommendations) which the Group has had regard to in determining

its governance approach are the principles set out in the NZX Corporate Governance Code 2025 (‘NZX Code’).

The Board’s view is that the Group’s corporate governance policies, practices and processes generally follow

the recommendations of the NZX Code. This Corporate Governance Statement includes disclosure of the

extent to which the Group has followed each of the recommendations in the NZX Code (or where applicable,

an explanation as to why a recommendation was not followed and any alternative practice followed in lieu of the

recommendation).

The Group is a company incorporated in New Zealand and listed on the NZX Main Board. Further information

about the Group’s corporate governance framework (including the Board and Board Committee charters, and

codes and selected policies referred to in this section) is available on the Group’s website at www.delegat.com,

under the Investor Relations section.

PRINCIPLE 1 – ETHICAL STANDARDS

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for

these standards being followed throughout the organisation.

CODE OF ETHICS AND RELATED POLICIES

Recommendation 1.1: The board should document minimum standards of ethical behaviour to which the

issuer’s directors and employees are expected to adhere (a code of ethics).

The Group expects its Directors, senior management and employees to maintain the highest standards of

honesty, integrity and ethical conduct in day to day behaviour and decision making. The Board has adopted a

Code of Ethics which incorporates the requirements set out in Recommendation 1.1, forms part of the induction

process for all new employees and is available on the Group’s website. All Directors, senior management and

employees must provide acknowledgement that they have read and understood the content.

Delegat Group operates a phone service which can be used by Delegat Group’s personnel to report suspected

unacceptable, unethical or illegal behaviour in the workplace.

In addition, the Group has a Modern Slavery Policy, which provides for a zero-tolerance approach to all forms of

forced labour, including modern forms of slavery and any form of human trafficking within our supply chain.

FINANCIAL PRODUCTS TRADING POLICY

Recommendation 1.2: An issuer should have a financial product dealing policy which applies to employees

and directors.

The Financial Products Trading Policy sets out the Group’s requirements for all Directors and employees

in relation to trading the Group’s shares and is available on the Group’s website. This policy incorporates all

trading restraints. In general, Directors and employees are allowed to trade in the Group shares during

two ‘trading windows’. Trading windows commence on the day after the half-year and full-year results are

announced to the market and close on the respective half-year and full-year balance date, which typically

means an ‘open period’ of approximately 120 days. Trading outside these windows is generally prohibited.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
77

CORPORATE GOVERNANCE STATEMENT CONTINUED

FINANCIAL PRODUCTS TRADING POLICY (CONTINUED)

Proposed transactions by Directors and employees during the trading windows require approval from the

Chairman of the Audit and Risk Committee. The policy also provides that no Directors or employees can trade

shares if they are in possession of price sensitive information that is not publicly available. In addition, through

our share registry, Computershare Investor Services Limited, we actively monitor trading in Delegat Group

Limited shares by senior personnel.

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and

perspectives.

BOARD CHARTER

Recommendation 2.1: The board of an issuer should operate under a written charter which sets out the roles

and responsibilities of the board. The board charter should clearly distinguish and disclose the respective

roles and responsibilities of the board and management.

The Board has adopted a formal Board Charter which sets out the respective roles, responsibilities, composition

and structure of the Board and senior management, and this is available on the Group’s website. The Board is

responsible for the direction and control of the Group’s activities and acknowledges the need for the highest

standard of corporate governance. The responsibility includes such areas of stewardship as the identification

and control of the Group’s business risks, the integrity of management systems and reporting to Shareholders.

The primary objective of the Board is to build long-term Shareholder value, with due regard to other stakeholder

interests. It does this by adopting the strategic plans, objectives and policies that have been set for the Group by

the Chief Executive Officer, together with senior management. Responsibility for day-to-day management of the

Group has been delegated to the Chief Executive Officer and other members of senior management, to deliver

effective execution of the strategic plans and manage the daily affairs of the Group. The Chief Executive Officer

reports regularly to the Board on Group performance, as well as the progress being made against the strategic

plans. Management is responsible for implementing the objectives and strategies approved by the Board, within

the ambit of risk set by the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Recommendations 2.2 and 2.3: Every issuer should have a procedure for the nomination and appointment

of directors to the board. An issuer should enter into written agreements with each newly appointed director

establishing the terms of their appointment.

The Board collectively considers the nominations of Directors. In doing this, the Board’s procedure involves

careful consideration of the composition of the Board in relation to the Group’s needs and operating environment

to ensure relevant skills and experience. This also applies to the consideration of additional or replacement

Directors, subject to the constitutional limitation on the number of Directors. In so doing, as noted, the priority

must be on ensuring the skills, experience and diversity on the Board, and the skills that are necessary or

desirable for the Board to fulfil its governance role and to contribute to the long-term strategic direction of the

Group. The Board may engage consultants to assist in the identification, recruitment and appointment of suitable

candidates.

The Board skills matrix (prepared under the aggregate methodology) below outlines the key skills and elements

describing these skills determined as relevant by the Board, and the number of directors who have self-assessed

their competency against these skills as high, direct or aware. “High” representing high level of competency

and experience, “Direct” representing direct and practical experience, and “Aware” representing awareness.

Compiled shows the collective assessment of the total Board against each of these skills:

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
78

SKILLS KEY ELEMENTS LEVEL OF SKILL COMPILED 

HIGHDIRECTAWARE 

Strategic oversight Ability to identify strategic opportunities and threats with

demonstrated success in developing and implementing

strategic priorities and achievement of business objectives. 

5 –1 

 

Viticulture and

Winemaking 

Experience in the wine industry in viticulture or

winemaking. 

2 1 3 

 

Marketing and brand

expertise 

Marketing, omnichannel, brand development, customer

relationships. 

2 1 3 

 

Global markets Experience operating in overseas markets. 4 1 1 

 

Major projects

oversight 

Managing or overseeing major projects of an organisation. 4 –2 

 

Growth company

oversight 

Growth company CEO or director experience. 4 2 –

 

Capital Markets

experience with a

Public Listed Entity 

Capital markets, capital raisings, experience in a listed

entity. 

2 2 2 

 

Information

management and

technology 

Implementing, managing or overseeing information and

communication technology, cybersecurity, and data

analytics. 

– 4 2 

 

Risk management

oversight 

Implementing, managing or overseeing risk management

and compliance frameworks including legal and regulatory

compliance. 

3 2 1 

 

Financial expertise Accounting and financial reporting oversight, financial risk

management. 

2 2 2 

 

Corporate

governance

experience 

Experience as a director, experience in governance

structures.

4 2 –

 

Government

and regulatory

engagement oversight 

Engagement with government stakeholders, legal, policy

and regulatory environments. 

3 2 1 

 

Sustainability and

environmental 

Sustainability frameworks, ESG reporting, understanding

potential risk and opportunities from an environmental

perspective. 

1 2 3 

 

People, culture and

human rights (social)

experience 

Talent management, governing remuneration, and

experience in relation social responsibility. 

4 1 1 

 

Health, safety and

wellbeing oversight 

Implementing health, safety and wellbeing strategies,

proactive identification and prevention of health and

safety risks. 

4 1 1 

 

Key: High Direct Aware

NOMINATION AND APPOINTMENT OF DIRECTORS (CONTINUED)

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
79

When appointing new Directors, the Board ensures that the constitutional requirements in respect of Directors

will continue to be satisfied. There must be at least three and no more than nine, at least two Directors must

be resident in New Zealand and, while the Company is listed, at least two Directors must be determined by the

Board to be independent. Each director receives a letter formalising his or her appointment. That letter outlines

the key terms and conditions of his or her appointment, including Delegat Group’s expectations of the role of

Director, and is required to be countersigned confirming agreement.

The NZX Listing Rules and the Group’s Constitution requires that all Directors stand for re-election at the Annual

Meeting of Shareholders within three years of last being elected. Directors may be appointed by the Board to

fill vacancies, but they are then subject to re-election at the next Annual Meeting of Shareholders. In addition

to Directors retiring by rotation, and eligible for re-election, nominations may be made by Shareholders. All new

Directors will enter into a written agreement with the Group setting out the terms of their appointment.

DIRECTORS

Recommendation 2.4: Every issuer should disclose information about each Director in its annual report or on

its website, including a profile of experience, length of service, ownership interests, Director attendance at

Board meetings, and the Board’s assessment of the Director’s independence, including a description as to

why the Board has determined the Director to be independent if one of the factors listed in table 2.4 of the

NZX Corporate Governance Code applies to the Director, along with a description of the interest, relationship

or position that triggers the application of the relevant factor.

The Board currently comprises six Non-Executive Directors. The Board has considered which of its Directors are

deemed to be independent for the purposes of the NZX Listing Rules and has determined that as at 29 August

2025, four Directors were independent Directors, including the Chair of the Audit and Risk Committee and the

Chair of the People, Culture and Safety Committee.

In judging whether a Director is independent the Board has regard to all relevant factors, including whether the

Director is a Substantial Product Holder (or is an associated person of a Substantial Product Holder) and is free

of any interest, position or personal relationship that may materially interfere with the exercise of independent

judgement. The Board also has regard to whether the Director has been employed by the company or any of its

subsidiaries in an executive capacity in the last three years, or has, within the last 12 months derived a substantial

portion of their annual revenue from the company, or within the past three years has been a material supplier

or customer of the company, or has been engaged to provide material professional or external audit services

to the company or any of its subsidiaries. The Board also takes Director tenure into account in considering

independence. The NZX recommends that issuers consider the effect of tenure after 12 years of service.

The Board of Directors has carefully considered Dr Alan Jackson’s tenure, which exceeds the recommended

twelve-year threshold set by the NZX Corporate Governance Code. Despite his 12 years of service, the Board

unanimously determined that Dr Alan Jackson continues to demonstrate a high level of independence in both

thought and action.

NOMINATION AND APPOINTMENT OF DIRECTORS (CONTINUED)

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
80

CORPORATE GOVERNANCE STATEMENT CONTINUED

DIRECTORS (CONTINUED)

The key reasons for this conclusion are as follows:

1. Objective and critical thinking: Throughout his tenure, Dr Alan Jackson has consistently exhibited strong

independence of judgement. He has a track record of robustly challenging management on strategic issues,

risk oversight, and governance matters.

2. Lack of Conflicts of Interest: Dr Alan Jackson has no relationships with the Company, its executives, or major

Shareholders that could impair his independence. He has no financial or personal ties to the Company outside

of his Director’s role and is not involved in any consultancy or advisory positions that could compromise his

objectivity.

3. Institutional Knowledge and Expertise: Dr Alan Jackson’s deep knowledge of the Company’s operations

and industry context, gained through his years of service, provides valuable insights that benefit the Board

and the Company. His understanding of the business’s historical context, coupled with his ability to remain

independent of management’s influence, makes him a critical contributor to the Board’s deliberations.

4. Continuous Board Refreshment: The Board has implemented regular reviews of each Director’s performance,

including peer evaluations, to ensure that they continue to bring fresh perspectives and remain independent.

Dr Alan Jackson’s participation in these reviews, along with his willingness to engage with external consultants

on board effectiveness, supports our belief in his continued independence.

After a thorough evaluation, the Board is confident that Dr Alan Jackson continues to bring independent oversight

and challenge to the Board’s discussion, and thus should remain classified as an Independent Director.

The Board has also considered where Directors receive a substantial portion of their total income for the year

from Director fees from the Group and at this stage do not consider that this effects the classification of these

Independent Directors.

As at 29 August 2025, the Directors are:

Jakov (Jim) Delegat Non-Executive Appointed in April 2006

Rosemari (Rose) Delegat Non-Executive Appointed in April 2006

Phillipa Muir Independent Appointed in August 2020

Dr Alan Jackson Independent Appointed in October 2012

Gordon MacLeod Independent Appointed in February 2022

Doug McKay Independent Appointed in August 2024

A profile of experience for each Director is available on the Group’s website and included in the Annual Report on

pages 23 through 24.

D I V E R S I T Y

Recommendation 2.5: An issuer should have a written diversity policy which includes requirement for the

Board or a relevant committee of the Board to set measurable objectives for achieving diversity (which, at

a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s

progress in achieving them. The issuer should disclose the policy or a summary of it.

The Group values diversity and our workforce, including potential employees, come from all walks of life. Every

individual is unique, having different skills and experiences. People come from many cultures and backgrounds,

along with a wide range of other personal attributes including gender, age, culture, disability (mental, learning,

physical), economic background, language(s) spoken, marital/partnered status, race, religious beliefs and sexual

orientation. The Group has a commitment to attracting, selecting, developing and retaining the most suitable

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
81

CORPORATE GOVERNANCE STATEMENT CONTINUED

DIVERSITY (CONTINUED)

employees from this diverse range of attributes. The Group’s Diversity Policy (including inclusiveness) is available

on the Group’s website.

A breakdown of the gender composition of the Group is:

2025Global

Sales

%Viticulture%Winemaking,

Bottling and

Warehousing

%Management

and Admin

%Tot a l%

Female8056%2525%4731%5061%20242%

Male6244%7775%10569%3239%27658%

14210215282478

2024Global

Sales

%Viticulture%Winemaking,

Bottling and

Warehousing

%Management

and Admin

%Tot a l%

Female8455%2323%4731%5060%20442%

Male7045%7977%10369%3340%28558%

15410215083489

A breakdown of the gender composition of Directors and senior management at the Group’s balance date is:

% Female (Number) % Male (Number)

% Female (Number)% Male (Number)

2025202420252024

Directors33% (2)33% (2)67% (4)67% (4)

Senior management32% (6)28% (5)68% (13)72% (13)

The Board and management recognise that diversity, equity and inclusion activities can enhance organizational

culture. Enabling employees to feel they can be themselves at work, perform their best and fully participate in the

workplace with a sense of belonging.

The Group has in place a formal diversity plan focused on three areas:

• Commit – to equity at all levels of the business and commit to increasing diversity in homogenous teams and

management positions.

• Cultivate – an inclusive organisational culture where all leaders and managers feel a shared responsibility to

cultivate inclusivity.

• Measure – diversity and inclusion impact and report on progress.

During the year under review, the Group has made progress against this plan, specifically:

• The gender balance for women in management roles in the Corporate Office and Sales teams has increased

to 43% from 41% in 2024;

• Continued to deliver inclusive leadership training.

The Board has approved the 2026 work plan and are satisfied with the rate of progress to date on group wide

initiatives.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
82

CORPORATE GOVERNANCE STATEMENT CONTINUED

DIRECTOR TRAINING

Recommendation 2.6: Directors should undertake appropriate training to remain current on how to best

perform their duties as directors of an issuer.

The Board expects all Directors to be members of the Institute of Directors and to undertake continuous

education to remain current on how to best perform their responsibilities and keep abreast of changes and trends

in economic, political, social, financial and legal climates and governance practices. The Board also ensures that

new Directors are appropriately introduced to management and the business, that all Directors are updated

on relevant industry and Group issues and receives copies of appropriate Group documents to enable them to

perform their roles. The Board visits each of the Group’s main operational areas by rotation annually, to observe

first-hand the safety and other management practices and business responses to issues.

BOARD EVALUATION

Recommendation 2.7: The Board should have a procedure to regularly assess Director, Board and committee

performance.

The Chairman of the Board every two years leads a performance review and evaluation of the performance of

the Directors, the Board as a whole, and of the Board committees against the Board and committee charters,

including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. All

Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election

of a Non-Executive Director to the Board. The findings of the performance review process are used to identify,

assess and enhance Directors’ competencies and to define characteristics or skills which should be sought in

future Board candidates.

DIRECTOR INDEPENDENCE

Recommendations 2.8, 2.9, and 2.10: A majority of the Board should be independent Directors. An issuer

should have an independent Chair of the Board. The Chair and the CEO should be different people.

The Board currently comprises six Directors, four of whom are deemed “independent” according to the NZX

Code. With respect to Director composition and given the various operating environments of the Group and

its needs, the Board considers that the profile offered by each Director, and all Directors collectively, provides

appropriate experience, skill and diversity to meet its governance responsibilities. In looking to future Board

appointments the Board is committed to achieving compliance with the Code and will, when appropriate, propose

suitable or additional nominees.

The Board Charter is explicit in that the Chair and Chief Executive Officer roles are separate.

PRINCIPLE 3 – BOARD COMMITTEES

The Board should use committees where this will enhance its effectiveness in key areas, while still retaining board

responsibility.

AUDIT AND RISK COMMITTEE

Recommendation 3.1: An issuer’s audit committee should operate under a written charter. An audit committee

should only comprise Non-Executive Directors of the issuer. One member of the committee should be both

independent and have an accounting or financial background. The Chair of the audit committee should be an

independent Director and not the Chair of the Board.

The Audit and Risk Committee operates under a written Charter, and this is available on the Group’s website.

As at 30 June 2025 the Audit and Risk Committee comprised Gordon MacLeod (Chair), Dr Alan Jackson,

Phillipa Muir and Doug McKay. Gordon MacLeod is an Independent Director with an accounting and finance

background, and is not the Chair of the Board. The Committee meets at least four times during the year, and

more frequently if required. The Audit and Risk Committee is responsible for the framework of internal control

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
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CORPORATE GOVERNANCE STATEMENT CONTINUED

AUDIT AND RISK COMMITTEE (CONTINUED)

mechanisms that ensure proper management of the Group’s affairs. These controls include the safeguarding

of assets, maintaining proper accounting records, complying with legislation, ensuring the reliability of financial

information, and assessing and reviewing business operational risks. The committee is responsible for the

identification, management and reporting of climate-related risks and opportunities. The committee advises and

assists the Board in discharging its responsibility with respect to financial reporting, tax planning, compliance

and risk management practices of the Group.

Recommendation 3.2: Employees should only attend audit committees at the invitation of the audit

committee.

The Chief Executive Officer and Chief Financial Officer attend Audit and Risk Committee meetings at the

invitation of the Audit and Risk Committee. The Audit and Risk Committee may invite any senior management

member to present on their respective function or a particular subject matter that is relevant in the committee

considering the Group’s compliance or risk management practices. The Group’s external auditor also attends

meetings at the committee’s invitation. The Audit and Risk Committee receives feedback from the external

auditor (without management present), concerning any matters that arise in connection with the audit and

performance of management’s roles.

PEOPLE, CULTURE AND SAFETY (REMUNERATION) COMMITTEE

Recommendation 3.3: An issuer should have a remuneration committee which operates under a written

charter (unless this is carried out by the whole Board). At least a majority of the remuneration committee

should be independent Directors. Management should only attend remuneration committees at the invitation

of the remuneration committee.

The People, Culture and Safety Committee operates under a written Charter, and this is available on the

Group’s website. As at 30 June 2025 the People, Culture and Safety Committee comprised Phillipa Muir (Chair),

Gordon MacLeod, Rose Delegat and Doug McKay. The committee meets at least three times during the year,

and more frequently if required. The People, Culture and Safety Committee assists the Board in discharging

its responsibilities with respect to the remuneration and performance of the Chief Executive Officer and other

senior management, remuneration of Directors, human resources policy and strategy, and succession planning.

The committee also monitors and reports on general trends and proposals concerning employment conditions

and remuneration. The Chief Executive Officer and Group People and Culture Manager attend People, Culture

and Safety Committee meetings at the invitation of the People, Culture and Safety Committee.

NOMINATION COMMITTEE

Recommendation 3.4: An issuer should establish a nomination committee to recommend Director

appointments to the Board (unless this is carried out by the whole Board), which should operate under a

written charter. At least a majority of the nomination committee should be independent Directors.

The Board does not operate a separate Nomination Committee as Director appointments are considered by the

Board as a whole. The Board’s procedure for the nomination and appointment of Directors is summarised under

Principle 2 above (under the heading “Nomination and Appointment of Directors”).

OVERVIEW OF BOARD COMMITTEES

Recommendation 3.5: An issuer should consider whether it is appropriate to have any other Board committees

as standing Board committees. All committees should operate under written charters. An issuer should

identify the members of each of its committees, and periodically report member attendance.

The Board does not operate any other committees apart from the Audit and Risk Committee and the People,

Culture and Safety Committee. The Group has considered whether any other standing Board committees

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
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CORPORATE GOVERNANCE STATEMENT CONTINUED

OVERVIEW OF BOARD COMMITTEES (CONTINUED)

are appropriate and has determined the existing committee structure is appropriate for meeting governance

obligations. Each committee operates under a charter which is available on the Group’s website. Committee

members are appointed from members of the Board and membership is reviewed on an annual basis. Any

recommendation made by the committee is typically submitted to the Board for formal approval. The Chief

Executive Officer and relevant key executives are invited to attend committee meetings as appropriate.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

For the year ended 30 June 2025

For the Year Ended 30 June 2025

BoardAudit and Risk

People, Culture

and Safety

Number of meetings held664

AttendedAttendedAttended

Jim Delegat643

Rose Delegat614

Phillipa Muir654

Dr Alan Jackson651

Gordon MacLeod664

Doug McKay664

Steven Carden (resigned January 2025)322

TAKEOVER PROTOCOLS

Recommendation 3.6: The Board should establish appropriate protocols that set out the procedures to be

followed if there is a ‘control transaction’ for the issuer including the procedure for any communication between

the issuer’s Board and management and the bidder. The Board should disclose the scope of independent

advisory reports to Shareholders. These protocols should include the option of establishing an independent

control transaction committee, and the likely composition and implementation of an independent control

transaction committee.

Given the Group’s shareholding structure, with the largest Shareholder being the Delegat Share Protection Trust

(a related party), the Board considers the likelihood of an unanticipated control transaction to be low, and so the

Board, in the event of a control transaction offer, has agreed that a Control Transaction Response Committee

would be convened comprising Independent Directors. That committee would consider the Group’s actions

in relation to the control transaction offer, including seeking appropriate legal, financial, and strategic advice,

complying with takeover regulation (including the appointment of an independent advisor under the Takeovers

Code and the preparation of a Target Company Statement) and determining what additional information (if any)

would be provided by the Group to the bidder.

PRINCIPLE 4 – REPORTING AND DISCLOSURE

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

The Board is committed to timely, accurate and meaningful reporting of financial and non-financial information.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
85

CORPORATE GOVERNANCE STATEMENT CONTINUED

CONTINUOUS DISCLOSURE

Recommendation 4.1: An issuer’s Board should have a written continuous disclosure policy.

As a listed company there is an imperative for the Group to ensure the market is appropriately informed and

Delegat is committed to ensuring that all of our Shareholders have timely access to full and accurate material

information about the Group. The Group has a Continuous Disclosure Policy, and this is available on the Group’s

website. The purpose of this policy is to ensure the Group complies with its continuous disclosure obligations

by ensuring timely, accurate and complete information is provided to all Shareholders and market participants.

Directors formally consider at each Board meeting whether there is relevant material information which should

be disclosed to the market.

CHARTERS AND POLICIES

Recommendation 4.2: An issuer should make its code of ethics, board and committee charters and the policies

recommended in the NZX Code, together with other key governance documents, available on its website.

Information about the Group’s corporate governance framework (including Code of Ethics, Board and Committee

charters, and other selected key governance codes and policies) is available to view on the Group’s website.

FINANCIAL AND NON-FINANCIAL REPORTING

Recommendation 4.3 and 4.4: Financial reporting should be balanced, clear and objective. An issuer should

provide non-financial disclosure at least annually, including considering environmental, social sustainability

and governance factors and practices. It should explain how operational or non-financial targets are

measured. Non-financial reporting should be informative, including forward looking assessments, and align

with key strategies and metrics monitored by the Board.

FINANCIAL REPORTING

The Audit and Risk Committee is accountable to the Board for the recommendations of the external auditors,

Deloitte, directing and monitoring the audit function and reviewing the adequacy and quality of the annual audit

process. This includes receiving reports on the Group’s internal information system control environment. The

committee oversees the quality and integrity of external financial reporting including the accuracy, completeness

and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective. It

reviews annual and half year financial statements and makes recommendations to the Board concerning the

application of accounting policies and practices, areas of judgement, compliance with accounting standards,

stock exchange and legal requirements, and the results of the external audit.

Management’s accountability for the Group’s financial reporting is reinforced by the written confirmation from

the Chief Executive Officer and Chief Financial Officer that, in their opinion, financial records have been properly

maintained and that the financial statements comply with the appropriate accounting standards and give a true

and fair view of the financial position and performance of the Group. Such representations are given based on a

sound system of risk management and internal control which is operating effectively in all material respects in

relation to financial reporting risk.

NON-FINANCIAL REPORTING

The Group assesses its exposure to environmental, economic and social sustainability as part of the overall

framework for managing risk (see Principle 6 – Risk Management). The Group is committed to improving

standards of environmental performance to enable a more efficient and sustainable future. Accordingly, the

Group follows long standing practices regarding management of environmental factors affecting the business,

including strategies relating to water conservation, viticulture management, sustainable winegrowing practices

and wetland preservation initiatives.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
86

CORPORATE GOVERNANCE STATEMENT CONTINUED

NON-FINANCIAL REPORTING (CONTINUED)

The Group has remained focused on the development of measurable initiatives in respect to three key areas;

inclusion, people and climate change. Each of these areas is key to supporting a value based organisation which

focuses on harnessing the passion of people who are intent on personal achievement and growth.

Sustainability in all its forms remains a priority for the Group, reflecting the strong leadership role the Group plays

in the practice of sustainable winegrowing and wine production. As a leader in the New Zealand wine industry

and as a founding member since 2002 of Sustainable Winegrowing New Zealand (SWNZ), the Group takes its

responsibilities to respect and protect the environment very seriously.

Utilising a sustainability framework that covers three main areas, building an enduring wine business (covering

climate risk and greenhouse gas emissions); helping our people and community to thrive (covering health,

safety and wellbeing, diversity and inclusion); and crafting wine with care (covering biodiversity, packaging

and waste, and sustainable growing and production), the Group has a range of initiatives helping drive positive

environmental and social outcomes across the business. For example, the Group has achieved Toitu Envirocare

carbon reduce certification. The Group continues to work on its health, safety and wellbeing performance for all

its people around the world and has specific programmes identifying opportunities for improvements in diversity

and inclusion in the Group.

The Group applies many of these same sustainable growing practices in the Barossa Valley, again as a leader of

sustainable winegrowing practices within the Australian wine industry.

The Group will issue its Climate Related Disclosure for the period ended 30 June 2025 alongside the Annual

Report in September 2025. The disclosure is prepared in accordance with the Aotearoa New Zealand Climate

Reporting Standards (CS) 1, 2 & 3, and sets out the Group’s approach to climate-related risks and opportunities,

using the key themes of governance, strategy, risk management and metrics and targets. The report will be

available on the Group’s website at www.delegat.com, under the Investor Relations section.

The company’s Sustainability and Climate Change Steering Group reports progress to the Board on a regular

basis against milestones established under the Group’s Sustainability Strategy, approved by the Board in April

2022.

PRINCIPLE 5 – REMUNERATION

The remuneration of Directors and executives should be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

Recommendation 5.1: An issuer should have a remuneration policy for the remuneration of Directors. An

issuer should recommend Director remuneration to Shareholders for approval in a transparent manner.

Actual Director remuneration should be clearly disclosed in the issuer’s annual report.

REMUNERATION – CHIEF EXECUTIVE OFFICER

The criteria for reviewing the remuneration for Executive Directors includes, as appropriate, advice obtained

from external independent consultants, specific market comparison of roles using independent surveys,

consideration of role expectations and requirements, and level of achievement against business and personal

objectives.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
87

CORPORATE GOVERNANCE STATEMENT CONTINUED

REMUNERATION – NON-EXECUTIVE DIRECTORS

Remuneration levels are set at competitive levels to attract and retain appropriately qualified Directors.

The Group’s policy is to pay its Directors in cash. The fees of the Non-Executive Directors are set within the

aggregate amount determined by Shareholders by a resolution. The criteria for reviewing Non-Executive

Director remuneration includes obtaining advice from external consultants as appropriate, information on Board

arrangements for other corporations of similar size and complexity, and the review of current and expected

workloads (including as Chairman of the Board Committees). The NZX Listing Rules require that the Shareholders

approve the total aggregate amount payable to all Directors as Directors’ fees. Approval was last sought in 2022,

when the pool limit was set at $730,000 per annum. Director remuneration is included in the Annual Report on

page 94.

REMUNERATION POLICY

Recommendation 5.2: An issuer should have a remuneration policy for remuneration of Directors and officers,

which outlines the relative weightings of remuneration components and relevant performance criteria.

The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Non-

Executive Directors and all employees including senior management, to ensure that remuneration practices

are fair and appropriate, and that there is a clear link between remuneration and performance. The Group

is committed to applying fair and equitable remuneration and reward practices in the workplace, taking into

account internal and external relativity, the commercial environment, the ability to achieve the Group’s business

objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to

the relevant competitive market for talent, as well as individual performance against defined key performance

objectives, are key considerations in all remuneration-based decisions.

EMPLOYEE REMUNERATION

The number of employees and former employees within the Group, receiving remuneration and benefits above

$100,000, relating to the year ended 30 June 2025 is included in the Annual Report on page 97.

MANAGING DIRECTOR (CHIEF EXECUTIVE OFFICER) REMUNERATION

Recommendation 5.3: An issuer should disclose the remuneration arrangements in place for the CEO in its

annual report. This should include disclosure of the base salary, short-term incentives and the performance

criteria used to determine performance based payments.

The remuneration of the Managing Director for the year ended 30 June 2025 is included in the Annual Report on

page 94.

The remuneration of the Managing Director (Chief Executive Officer) comprises both a fixed and variable

performance component. Fixed remuneration includes a base salary, contributions to superannuation, wine

and phone allowances. The Managing Director (Chief Executive Officer) can receive a discretionary variable

performance incentive linked to Group performance and achievement against strategic goals.

The remuneration disclosures below relate to Steven Carden who was Managing Director until 31 January 2025

(but was on leave from 20 December 2024) and Murray Annabell who was appointed Acting Chief Executive

Officer from 21 December 2024.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
88

CORPORATE GOVERNANCE STATEMENT CONTINUED

Managing Director (Acting Chief Executive Officer) Total Remuneration

Fixed

Remuneration

Variable

Remuneration

Managing Director / Acting Chief

Executive Officer

Financial yearSalary


$000

3

Other

Benefits

4


$000

Short-term

Incentive

Paid

5


Tot a l

Remuneration

$000

Steven Carden

1

FY251,12835141,177

Murray Annabell

2

FY2545025–475

Steven Carden

1

FY24769312121,012

1. Steven Carden resigned from his position as Managing Director on 31 January 2025.

2. Murray Annabell was appointed Acting Chief Executive Officer from 21 December 2024 and his remuneration disclosed in the table above is from this date. Murray Annabell

was previously and remained Chief Financial Officer of the Group until 30 June 2025.

3. Salary includes base salary, contractual payment and annual leave entitlements.

4. Other benefits include contributions to superannuation, car, wine and phone allowances.

5. The short-term incentive (STI) paid in the current financial year relates to the STI earned in the prior year.

Managing Director Discretionary Variable Remuneration

Short-term Incentive Outcomes (Earned)

1

STI

Weighting

Weighted

Outcome

FY24

Operating EBIT and Group performance targets

2

55%9%

Strategic, Workplace Health and Safety, and

Sustainability initiatives

2

45%–

FY23

Operating EBIT and Group performance targets

2

55%69%

Strategic, Workplace Health and Safety, and

Sustainability initiatives

2

45%78%

1. The short-term incentive (STI) paid in the current financial year relates to the STI earned in the prior year.

2. A performance hurdle of 95% of EBIT must be achieved to earn an STI outcome for both Operating EBIT and Group performance targets and Strategic, Workplace Health and

Safety, and Sustainability initiatives.

3. The short-term incentive target for FY24 was $305,000 (FY23: $291,000). A maximum amount of $389,000 (FY23: $371,000) was payable for outstanding performance.

4. No STI is earned or payable in relation to FY25.

SENIOR MANAGEMENT

The Group’s senior management is appointed by the Chief Executive Officer. Senior management’s key

performance objectives are comprised of specific Group financial objectives along with business related

individual objectives. Establishing and monitoring these key performance objectives is undertaken annually by

the Chief Executive Officer, recommending them to the People, Culture and Safety Committee, for approval. The

performance of the senior managers against these key performance objectives is evaluated annually and serves

as a key determinant of any short-term incentive scheme values and payments.

SHORT-TERM INCENTIVE PAYMENTS

Short-term incentive payments are at risk cash payments designed to motivate and reward for short-term

(within each financial year) performance. The target value of a short-term incentive payment is set by the Chief

Executive Officer with a specified dollar potential available to each participant in the scheme. The target areas

for all employees who are entitled to participate in the discretionary short-term incentive scheme are set based

on a combination of Group financial performance and specific sales targets relative to the employee’s area of

MANAGING DIRECTOR (CHIEF EXECUTIVE OFFICER) REMUNERATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
89

CORPORATE GOVERNANCE STATEMENT CONTINUED

responsibility and individual goals. The weightings applied to each of the target areas will be generally consistent

throughout the Group for roles entitled to a short-term incentive payment, but may vary depending on specific

areas of focus as determined by the Chief Executive Officer. The People, Culture and Safety Committee approves

senior management short-term incentive payments, and the Chief Executive Officer approves the short-term

incentive payments to be made to sales employees at the end of the financial year and approves the sales

employee’s targets for the following year.

PRINCIPLE 6 – RISK MANAGEMENT

Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.

The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and

material risks.

RISK MANAGEMENT

Recommendation 6.1: An issuer should have a risk management framework for its business and the issuer’s

board should receive and review regular reports. An issuer should report the material risks facing the business

and how these are being managed.

Risk management is an acknowledged important factor in corporate governance. The Board is responsible for

the Group’s risk assessment, management and internal control and considers it has carried out a robust risk

assessment process. The Board has identified a number of risks in the Group’s operations that are commonly

faced by other entities in the industry in which the Group operates. The Board and management of the Group

considers they have taken all reasonable steps to manage and mitigate these risks.

In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural

techniques are in place and in practice which the Board and management considers effectively mitigate this risk.

Brand reputation and brand security are identified risks that are the subject of ongoing surveillance, and

techniques and practices are in place which the Board and management considers mitigate this risk effectively.

Supply chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions

to mitigate the risk of the loss of a single supplier.

Technology risk, particularly in relation to hacking or illegal access to systems, is managed through a dedicated

information technology department, along with external consultants which the Board and management consider

mitigate this risk effectively. The Audit and Risk Committee regularly receives technology control finding updates.

Information reporting includes updates about the status of previously raised items, fraud risk management,

cyber risks and security monitoring, access governance and vendor management reviews, along with the latest

assessment of evolving risk matters for consideration.

The Chief Executive Officer, together with senior management, meets regularly on risk assessment affecting the

business and maintain a risk matrix which is used to monitor and mitigate these risks. A risk matrix measures

the impact of the risk and likelihood of occurrence and is provided to the Audit and Risk Committee and Board

annually. The Group maintains insurance policies that it considers adequate to meet insurable risks.

HEALTH AND SAFETY

Recommendation 6.2: An issuer should disclose how it manages its health and safety risks and should report

on its health and safety risks, performance and management.

The health, safety and wellbeing of people is of the utmost importance to Delegat. A safe and healthy workplace

is one in which people and suppliers are accountable and empowered to work together to protect and promote

the health, safety and wellbeing of all.

SHORT-TERM INCENTIVE PAYMENTS (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
90

CORPORATE GOVERNANCE STATEMENT CONTINUED

HEALTH AND SAFETY (CONTINUED)

The Board has responsibility for ensuring the Group maintains a health and safety management system that

meets best practice standards to protect the health and safety of employees and contractors engaged by the

Group. A Workplace Health and Safety Report, which covers Group performance across a range of measures

of Health and Safety, is presented to and reviewed by the Board at each Board meeting. The Board and senior

management are appraised of all notifiable incidents and injuries and the actions taken to ensure the health and

wellbeing of injured persons. Actions taken to prevent incident reoccurrence are also advised. Each year Board

members conduct a number of visits to the Group’s vineyards and wineries to observe and review health and

safety practices.

The Group People and Culture Manager and specialist team members in the People and Culture function assist

the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations

and policies.

Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and

systems, capability of staff and the general culture of the business in relation to safety.

The Group has implemented a Health and Safety Risk Matrix to identify specific hazards and risks, assess their

severity of impact and likelihood of occurrence, document mitigation strategies and determine the level of

residual risk. This matrix is reviewed at least annually by the Board and annual Health and Safety objectives and

key performance indicators are set for the business based on the significant risks identified.

The Group has introduced wellbeing initiatives to help create a healthy working environment with the goal for

promoting and maintaining physical, mental, and social wellbeing for everyone at Delegat.

PRINCIPLE 7 – AUDITORS

The Board should ensure the quality and independence of the external audit process.

EXTERNAL AUDIT

Recommendations 7.1 and 7.2: The Board should establish a framework for the issuer’s relationship with its

external auditors. This should include procedures prescribed in the NZX Code. The external auditor should

attend the issuer’s annual Shareholders meeting to answer questions from Shareholders in relation to the

audit.

The Board has adopted a policy in relation to the provision of the non-audit services by the Group’s external

auditor to ensure the independence of the external auditor. This is based on the principle that work that may

detract from the external auditor’s independence and impartiality (or that may be perceived as doing so) should

not be carried out by the external auditors.

The Audit and Risk Committee is responsible for the oversight of the Group’s external audit arrangements. These

arrangements include procedures for the matters described in Recommendation 7.1 of the NZX Code.

The Audit and Risk Committee is committed to ensuring the Group’s external auditor is able to carry out its work

independently so that financial reporting is reliable and credible. The Audit and Risk Committee is responsible for

the appointment of Delegat’s external auditors, its terms of engagement and the level of fees incurred (subject

to Shareholder approval). The Audit and Risk Committee monitors the nature and extent of other services

provided by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services

are complementary to the external audit and compatible with maintaining external audit independence. Regular

rotation of the external audit firm is not mandated, however rotation of the key audit partner of Delegat is required

every five years. The Group’s external auditor is Deloitte. Total fees paid to Deloitte in its capacity as auditor are

included in the Annual Report on page 48.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
91

EXTERNAL AUDIT (CONTINUED)

CORPORATE GOVERNANCE STATEMENT CONTINUED

The Group invites representatives of Delegat’s external auditors to attend the Annual Meeting of Shareholders

and for the lead audit partner to be available to answer Shareholder questions about the conduct of their audit

and the preparation and content of the auditor’s report.

INTERNAL AUDIT

Recommendation 7.3: Internal audit functions should be disclosed.

The Group does not have an internal audit function. Procedures have been established at a Board and executive

management levels that are designed to safeguard the assets and interests of the Group and ensure the

integrity of reporting. These include accounting, financial reporting and internal control policies and procedures.

The Board acknowledges that it is responsible for the overall internal control framework but recognises that

no cost-effective internal control system will preclude all errors and irregularities. To assist in discharging this

responsibility, the Board has instigated an internal control framework as follows:

Financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Board.

Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly.

The consolidated entity reports to Shareholders half-yearly. Procedures are also in place to ensure that price-

sensitive information is reported to the NZX in accordance with continuous disclosure obligations;

Operating unit controls – financial controls and standard operating procedures, including information system

controls, are in operation throughout the consolidated entity; and

Investment appraisal – the consolidated entity has clear guidelines for capital expenditure. These include annual

budgets, as well as detailed appraisal and review procedures.

PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS

The Board should respect the rights of Shareholders and foster constructive relationships with Shareholders that

encourage them to engage with the issuer.

INFORMATION FOR THE SHAREHOLDERS

Recommendation 8.1: An issuer should have a website where investors and interested stakeholders can

assess financial and operational information and key corporate governance information about the issuer.

The Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that

all Shareholders are provided with all information necessary to assess the Group’s direction and performance.

This is undertaken through a range of communication methods, including periodic and continuous disclosures

to the NZX, half-year and annual reports and the Annual Shareholders’ Meeting. The Chief Executive Officer and

Chief Financial Officer present via an analysts’ and investors’ conference call after the release of the interim and

final year results and answer questions raised by analysts and investors. The Group’s website provides financial

and operational information, details about its Directors and copies of its governance documents, for investors

and interested stakeholders to access at any time.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
92

COMMUNICATING WITH SHAREHOLDERS

Recommendation 8.2: An issuer should allow investors the ability to easily communicate with the issuer,

including by designing its Shareholder meeting arrangements to encourage Shareholder participation and

by providing the option to receive communications from the issuer electronically.

Shareholders have the option of receiving their communications electronically, including by email or through

the Group’s website. Shareholders are actively encouraged to take up this option. The Board has always been

committed to having an open dialogue with Shareholders and welcomes investor enquiries.

Delegat’s annual meetings provide an opportunity for Shareholders to raise questions for their Board and to

make comments about the Company’s operations and performance.

SHAREHOLDER VOTING RIGHTS

Recommendations 8.3 and 8.4: Quoted equity security holders should have the right to vote on major

decisions which may change the nature of the issuer in which they are invested. If seeking additional equity

capital, issuers of quoted equity securities should offer further equity security holders of the same class on a

pro rata basis, and on no less favourable terms, before further equity securities are offered to other investors.

In accordance with the Companies Act 1993, the Group’s Constitution and the NZX Listing Rules, the Group

refers any significant matters to Shareholders for approval at a Shareholders’ Meeting. All Shareholders are

entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by representative. Resolutions

at Shareholders’ meetings are by way of poll, where each Shareholder is entitled to one vote per share.

NOTICE OF ANNUAL SHAREHOLDERS MEETING

Recommendation 8.5: The Board should ensure that the notices of annual or special meetings of quoted

equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days

prior to the meeting.

The Group posts any Notices of Shareholders’ Meetings on its website as soon as these are available. The general

practice is to make these available not less than four weeks prior to the Shareholders’ Meeting.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
93

OTHER DISCLOSURES

DISCLOSURE OF INTERESTS BY DIRECTORS

In accordance with section 140(2) of the Companies Act 1993, the Directors have made general disclosure of their

relevant interests for entry into the Group’s Interest Register.

Directors have declared interests in the following transactions with subsidiary companies during the financial year:

• Delegat Australia Pty Limited paid fees to Yaroona Pty Limited, a company in which a Director of Delegat

Australia Pty Limited has an interest;

• Delegat Limited paid fees to Camelot Trust Pte. Limited, a company in which a Director of Delegat (Singapore)

Pte. Limited has an interest; and

• Barossa Valley Estate Pty Limited paid fees to Range Road Estate Pty Limited, a company in which a Director

of Barossa Valley Estate Pty Limited has an interest.

The details of these transactions are given in Note 21 to the financial statements, “Related Parties”.

At 30 June 2025 and 29 August 2025 the following Directors, or entities related to them, had interests in the following

company shares:


ORDINARY SHARES

Delegat Group LimitedBeneficialNon-Beneficial

JN Delegat

1

– 6 6 , 8 5 7,14 2

RS Delegat

1

– 6 6 , 8 5 7,14 2

GN MacLeod 11,600 –

DA McKay

2

3,100 –

1

JN Delegat and RS Delegat jointly hold non-beneficially 66,857,142 shares in their capacity as trustees of the Delegat Share Protection Trust.

2

DA McKay is the beneficial owner of 3,100 shares held by the McKay Family Trust Partnership.

DIRECTOR INTERESTS

In accordance with sections 140 and 211(e) of the Companies Act 1993, the table below lists the general disclosures

of interest by directors of the Delegat Group during FY25:

DirectorEntityRelationship

Jakov Nikola DelegatSelwyn Investments LimitedDirector and Shareholder

NJPD Trustee LimitedDirector and Shareholder

JAPD Trustee LimitedDirector and Shareholder

Rosamari Suzan DelegatNoneNone

Alan Trevor JacksonSenior Living Developments LimitedDirector and Shareholder

Phillipa Margaret MuirSimpson GriersonChair & Senior Partner

Portview North Forest GP LimitedShareholder

Gordon Neil MacLeodSpark New Zealand LimitedDirector

New Zealand Breast Cancer FoundationBoard member

Spanbild NZ LimitedBoard advisor

Brannigans Consulting LimitedBoard advisor

Doug Alexander McKayVector LimitedChair

IAG New Zealand LimitedDirector

IAG (NZ) Holdings LimitedDirector

Wymac Consulting LimitedDirector and Shareholder

Contact Energy LimitedShareholder

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
94

OTHER DISCLOSURES CONTINUED

SHARE DEALINGS BY DIRECTORS

During the year GN Macleod purchased 7,900 shares in Delegat Group Limited. No other Director dealt in any shares

of the Company, or in the shares of a subsidiary company during the year.

REMUNERATION OF DIRECTORS

Directors received the following fees and remuneration from Delegat Group Limited:

2025 2024

$000 $000

Non-Executive Directors

JN Delegat

1

180 146

RS Delegat 103 99

GS Lord

2

– 77

AT Jackson


102 103

PM Muir

3

118 118

GN MacLeod

4

118 118

DA McKay

7

100 –


721 661

Executive Directors

5


SD Carden

6

1,177 1,012

1

Jim Delegat was paid $180,000 (2024: $99,000) for his role as Chair. Jim Delegat was appointed as Chair on 23 November 2023. In the prior

year Jim Delegat’s remuneration included Non-Executive Director fees of $47,000.

2

Graeme Lord retired from his position as Chair on 23 November 2023. In the prior year Graeme Lord was paid $77,000 for his role as Chair.

3

Phillipa Muir was paid $15,000 (2024: $15,000) in addition to her Director fees for her role as Chair of the People, Culture and Safety

Committee.

4

Gordon MacLeod was paid $15,000 (2024: $15,000) in addition to his Director fees for his role as Chair of the Audit and Risk Committee.

5

Executive Directors remuneration includes salary and benefits received in their capacity as employees. Executive Directors do not receive

Directors fees.

6

Steven Carden resigned from his position as Managing Director on 31 January 2025. Steven Carden’s remuneration included remuneration

of $1,128,000 (2024: $769,000), short-term incentive payments of $14,000 (2024: $212,000) and other benefits of $35,000 (2024: $31,000).

7

Doug McKay was appointed as Independent Non-Executive Director on 1 August 2024.

DIRECTORS’ AND OFFICERS’ INSURANCE LIABILITY

As permitted by the New Zealand Companies Act 1993, the Company has arranged a policy of Directors’ and Officers’

liability insurance which insures those persons indemnified to certain liabilities and costs.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
95

OTHER DISCLOSURES CONTINUED

STOCK EXCHANGE LISTINGS

The Company’s shares are listed on the New Zealand Stock Exchange.

20 Largest Shareholders as at 30 June 2025

Holder Shares Held % of Shares

Jakov Nikola Delegat, Rosamari Suzan Delegat & BPM Trustees (DSPT) Limited 6 6 , 8 5 7,14 2 66.11

Forsyth Barr Custodians Limited 10,214,808 10.10

TEA Custodians Limited - NZCSD

1

4,679,994 4.63

HSBC Nominees (New Zealand) Limited - NZCSD

1

3 ,747, 5 5 8 3.71

Accident Compensation Corporation - NZCSD

1

3,181,917 3.15

Custodial Services Limited 2,587,038 2.56

Robert Lawrence Wilton 765,872 0.76

Forsyth Barr Custodians Limited 552,429 0.55

New Zealand Depository Nominee Limited 247, 5 93 0.24

Rainer Huebner & Shanti Huebner 239,977 0.24

Warren Fraser Sanderson & Elizabeth Ann Sanderson 200,000 0.20

Citibank Nominees (New Zealand) Limited - NZCSD

1

180,320 0.18

Weijun Zhang & Yuhua Yang 150,000 0.15

JP Morgan Chase Bank - NZCSD

1

148,494 0.15

FNZ Custodians Limited 13 7, 0 6 5 0.14

Jiahuan Fu 9 7, 4 3 7 0.10

JB Were (NZ) Nominees Limited 83,297 0.08

David Herlihy Russell 80,000 0.08

Public Trust RIF Nominees Limited - NZCSD

1

72,307 0.07

Forsyth Barr Custodians Limited 69,400 0.07

Total for Top 20 94,292,648 93.24

1

Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). Total holding at 30 June 2025 in NZCSD were 12,010,590.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
96

OTHER DISCLOSURES CONTINUED

DISTRIBUTION OF ORDINARY SHARES

Holder Holders Shares Held % of Shares

1 – 5,000 1,462 2,792,877 2.76

5,001 – 10,000 195 1,516,470 1.50

10,001 – 100,000 132 2,930,638 2.90

100,001 plus

1

15 93,890,207 92.84

To t a l 1,804 101,130,192 100.00

1

NZCSD holdings are considered one holder for the purpose of the distribution of ordinary shares.

GEOGRAPHIC DISTRIBUTION

Holder Holders Shares Held % of Shares

New Zealand 1,743 90,444,578 89.43

United States of America 6 10,223,527 10.10

Australia 30 402,790 0.40

Other Overseas 25 59,297 0.07

To t a l 1,804 101,130,192 100.00

SUBSTANTIAL SECURITY HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 June 2025, the

substantial security holders in the Company are:

Substantial Security Holders Relevant Interest % of Shares Date of Notice

Jakov Nikola Delegat, Rosamari Suzan Delegat and


BPM Trustees (DSPT) Limited 66,857,142 66.11 21 Dec 2011

K&M Douglas Trust, Douglas Irrevocable Trust FBO Jake Douglas,


Irrevocable Trust FBO Summer Douglas, Irrevocable Trust FBO

Amanda Douglas, Irrevocable Trust FBO Alexander Douglas,

Douglas FT FBO James Douglas, Douglas FT FBO Kevin Douglas 10,208,808 10.09 5 April 2017

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
97

OTHER DISCLOSURES CONTINUED

EMPLOYEE REMUNERATION

Section 211(1)(g) of the New Zealand Companies Act 1993 requires disclosure of remuneration and other benefits,

including redundancy and other payments made on termination of employment, in excess of $100,000 per year, paid

by the Company or any of its subsidiaries worldwide to any employees who are not Directors of the Company.

Fr o m To 2025 2024

$ $


100,001 110,000 30 22

110,001 120,000 18 23

120,001 130,000 21 24

130,001 140,000 19 20

140,001 150,000 16 14

150,001 160,000 8 6

160,001 170,000 10 6

170,001 180,000 12 14

180,001 190,000 8 3

190,001 200,000 8 10

200,001 210,000 8 5

210,001 220,000 4 9

220,001 230,000 5 5

230,001 240,000 8 3

240,001 250,000 2 1

250,001 260,000 3 4

260,001 270,000 3 3

270,001 280,000 5 2

280,001 290,000 2 1

290,001 300,000 4 3

300,001 310,000 – 2

310,001 320,000 2 2

320,001 330,000 2 1

330,001 340,000 – 1

340,001 350,000 1 2

350,001 360,000 3 2

360,001 370,000 – 2

370,001 380,000 1 1

390,001 400,000 5 2

400,001 410,000 – 1

410,001 420,000 1 1

420,001 430,000 – 1

430,001 440,000 1 1

450,001 460,000 – 1

490,001 500,000 – 1

500,001 510,000 1 1

620,001 630,000 1 –

670,001 680,000 – 1

740,001 750,000 – 1

840,001 850,000 1 –

213 202

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
98

OTHER DISCLOSURES CONTINUED

SUBSIDIARY COMPANY DIRECTORS

Section 211(1)(2) of the New Zealand Companies Act 1993 requires the Company to disclose, in relation to its

subsidiaries, the total remuneration and value of other benefits received by Directors and former Directors and

particulars of entries in the interest registers made during the year ended 30 June 2025.

Apart from Delegat Australia Pty Limited, Delegat (Singapore) Pte. Limited and Barossa Valley Estate Pty Limited,

which are required to have a local resident as a Director of the Company, no wholly owned subsidiary has any employee

appointed as a Director of Delegat Group Limited or its subsidiaries who receives, or retains any remuneration or

other benefits, as a Director. No other Director of any subsidiary Company within the Group receives Director’s fees

or other benefits as a Director.

The following persons respectively held office as Directors of subsidiary companies at the end of the year or in the

case of those persons with the letter (R) after their name ceased to hold office during the year. Alternate Directors

are indicated by the letter (A) after their name.

Delegat Limited

JN Delegat, SD Carden (R), MR Annabell

Delegat Europe Limited

JN Delegat, SD Carden (R), MR Annabell

Delegat Australia Pty Limited

JN Delegat, PJ Taylor, SD Carden (R), MR Annabell

Delegat USA, Inc.

JN Delegat, SD Carden (R), MR Annabell

Delegat Canada Limited

JN Delegat, SD Carden (R), MR Annabell

Delegat (Singapore) Pte. Limited

JN Delegat, A Chew Peck Hwa, MR Annabell

Oyster Bay Wines New Zealand Limited

SD Carden (R), MR Annabell

Barossa Valley Estate Pty Limited

JN Delegat, AW Hoey, SD Carden (R), MR Annabell

DONATIONS

During the year the Parent and subsidiaries made donations of $nil (2024: $nil).

NEW ZEALAND EXCHANGE WAIVERS

Delegat Group Limited has not obtained any waivers from the NZX in the financial year ended 30 June 2025.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
99

DIRECTORY

Directors

Jakov Nikola Delegat

Rosamari Suzan Delegat

Steven David Carden (resigned 31 January 2025)

Alan Trevor Jackson

Doug Alexander McKay

Gordon Neil MacLeod

Phillipa Margaret Muir

Registered Office

Level 31, 15 Customs Street West

Auckland 1010

PO Box 91681

Victoria Street West

Auckland 1142

Solicitors

Heimsath Alexander

Level 1, Shed 22, Prince’s Wharf

147 Quay Street

PO Box 105884

Auckland 1143

Auditors

Deloitte

Deloitte Centre, 1 Queen Street

Auckland 1010

Private Bag 115033

Shortland Street

Auckland 1140

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Managing your shareholding online:

To change your address, update your payment

instructions and to view your registered details

including transactions, please visit:

www.investorcentre.com/NZ

General enquiries can be directed to:

enquiry@computershare.co.nz

Private Bag 92119

Auckland 1142

Telephone:

+64 9 488 8777

Facsimile:

+64 9 488 8787

Please assist our registry by quoting your CSN or

Shareholder number.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2025
100

WINE ENTHUSIAST MAGAZINE, USA, 2025

Thank you to our
world of Delegat Great

Wine People.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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