2025 Annual Report
Scales
Corporation Limited
Annual Report 2025
An outstanding year
At a time when international markets are facing
unprecedented change and geopolitical tension,
Scales delivered outstanding results for the 2025
year. This was a credit to our teams, who executed
Group and divisional strategies as well as delivering
operational excellence. This resulted in record
earnings across all Group measures.
We continued to make excellent progress on our
growth strategy, increasing our investment in 4
of our Global Proteins joint venture businesses.
Successful integration of the Bostock orchards that
were acquired in 2024 was a key component of our
exceptional Horticulture result as it allowed us to
fast-track our long-term strategy of investing in apple
varieties targeted to the Asia & Middle East markets.
We continued to advance our sustainability goals
and our third standalone Climate Statement will
be released in April 2026 to provide details of our
progress.
As ever, the Group and its results would not be what
it is without the commitment and enthusiasm of each
Scales team member. We are fortunate to have such
a dedicated workforce, with each of them embracing
the Scales' culture and delivering exceptional results.
Welcome to Scales' Annual Report for our 114th year of trading.
Scales Corporation Limited
02 / Introduction
Contents
02
Introduction
04
Key 2025 Highlights
06
Managing Director and Chair’s Report
16
Sustainability Report
26
Divisional Overview
46
Leadership Profiles
50
Financial Statements
104
Independent Auditor’s Report
108
Corporate Governance
129
Director Disclosures
133
Glossary
135
Directory
Netherlands
USA
Australia
New Zealand
Logistics
Air & sea freight
Horticulture
Vertically integrated apple
grower, packer & marketer
Juice manufacturer
Apple marketer
Global Proteins
Petfood ingredient procurers,
processors & marketers
Edible protein exporter
INTERNATIONAL GROUP
Introduction / 03
Annual Report - Year Ended 31 December 2025
Key Highlights
Scales Corporation Limited
04 / Key Highlights
Revenue
$899.9m
↑ (2024: $584.6m)
Earnings per Share
70 .7c
↑ (2024 (restated): 21.3c)
Underlying NPAT
$7 7. 6 m
↑ (2024 (restated): $53.4m)
NPAT Attributable
to Shareholders
$101.0m
↑ (2024 (restated): $30.3m)
Return on
Capital Employed
14.6%
↑ (2024 (restated): 14.3%)
Underlying EBITDA
$ 1 3 7. 6 m
↑ (2024 (restated): $91.7m)
Underlying NPAT
Attributable to Shareholders
$61.8m
↑ (2024 (restated): $34.1m)
Underlying
Earnings per Share
43.3c
↑ (2024 (restated): 24.0c)
Net Debt
$84.1m
↓ (2024: net cash $12.5m)
N PAT
$ 1 1 7.7m
↑ (2024 (restated): $49.6m)
Dividends paid¹ per Share
15.0c
↑ (2024: 8 .5c)
6.5m
litres of juice sold
↓ (2024: 7.8m litres)
165,760 MT
of petfood ingredients sold
2
↑ (2024: 152,149 MT)
120,673 MT
of edible proteins sold
2
↑ (2024: 109,742 MT)
5.30m
TCEs of all apples exported
↑ (2024: 4.13m)
3.68m
TCEs of own-grown
apples exported
↑ (2024: 3.03m)
31,468
TEUs of ocean
freight managed
↑ (2024: 30,068 TEUs)
13 ,769
tonnes of airfreight
managed
↑ (2024: 7,615 tonnes)
1
Dividends paid in 2025 relate to FY24
2
Includes 100 per cent of volumes from relevant businesses, i.e. total volumes controlled directly and indirectly by Global Proteins
Key Highlights / 05
Annual Report - Year Ended 31 December 2025
Managing Director
and Chair’s Report
Scales Corporation Limited
06 / Managing Director and Chair's Report
1
Directors and management use non-GAAP (Underlying) profit measures when
discussing financial performance in this document. The Directors and management
believe that these profit measures provide meaningful information that is helpful
to investors and give them a better understanding of a company’s financial
performance when presented in addition to GAAP (NZ IFRS) information. Underlying
profit measures are used internally to evaluate performance of our divisions,
establish operational goals and to allocate resources. They also represent some
of the profit measures required by Scales’ debt providers. Non-GAAP (Underlying)
profit measures are not prepared in accordance with NZ IFRS and are not uniformly
defined, therefore the non-GAAP profit measures reported in this document may
not be comparable with those that other entities report and should not be viewed
in isolation or considered as a substitute for GAAP (NZ IFRS) measures reported
by Scales. Underlying profit measures were not subject to an audit or review.
Underlying NPAT and Underlying EBITDA are shown before the deduction of share
of Non-Controlling Interests. A full reconciliation between Underlying and NZ IFRS
measures is provided on pages 40 to 43.
2025
$000's
2024
$000’s
(Restated)
Variance
Revenue899,949 584,627 54%
EBITDA169,862 87,876 93%
Underlying EBITDA137,628 91,704 50%
N PAT1 1 7, 6 9 849,648 137%
Underlying NPAT7 7, 5 9 4 53,369 45%
NPAT Attributable to
Shareholders
100,98830,337 233%
Underlying NPAT
Attributable to
Shareholders
61,834 34,058 82%
On behalf of the Board, we are delighted to
present Scales’ Annual Report for the year
ended 31 December 2025 with Net Profit
After Tax (NPAT) of $117.7 million (2024
(restated): $49.6 million). NPAT Attributable to
Shareholders was $101.0 million, up significantly
on last year (2024 (restated): $30.3 million).
The Group generated revenue of $899.9 million,
up 54 per cent on the previous year (2024:
$584.6 million).
We generated record results across all of our
Underlying
1
earnings measures, with Underlying
NPAT Attributable to Shareholders of $61.8 million
(2024 (restated): $34.1 million), Underlying NPAT
of $77.6 million (2024 (restated): $53.4 million)
and Underlying EBITDA of $137.6 million (2024
(restated): $91.7 million). These results included
positive impacts from the increased shareholdings
in our joint venture businesses.
Underlying EBITDA
20252021202220232024
(Restated)
$ 1 3 7. 6 m
$7 7. 9 m
$67.5m
$91.7m
$73.8m
The graphs below show the Underlying NPAT
Attributable to Shareholders and Underlying
EBITDA trend for a 5-year period.
20212022202320252024
(Restated)
$61.8m
$ 2 7. 6 m
$19.0m
$34.1m
$29.8m
Record results across all earnings measures
Overview
Underlying NPAT
Attributable to Shareholders
Andy BorlandMike Petersen
Managing Director and Chair's Report / 07
Annual Report - Year Ended 31 December 2025
¹ Compounded annual returns are calculated using share
price movements and net dividends paid
M&A Transactions
We continued to progress our growth strategy during 2025,
increasing ownership in 4 of our joint venture businesses.
These are summarised as follows.
On 16 April 2025, we announced an increased investment in
Shelby JV LLC (Shelby) from 60 per cent to 67.5 per cent. The
cost of this investment was USD24.4 million.
Shelby’s performance has been fundamental to Scales’
success in recent years, with earnings growth since our initial
investment materially exceeding expectations. We believe
the various initiatives that are in place in this business will
contribute to our Global Proteins' targets.
On 30 September 2025, we increased our investments in:
• Meateor Australia Pty Limited (Meateor Australia) from 50
per cent to 100 per cent
• FI Group Holdings Pty Limited (Fayman International) from
50 per cent to 100 per cent
• ANZ Exports Pty Limited (ANZ Exports) from 42.5 per cent
to 85 per cent
The total purchase price for these investments was
AUD91.05 million.
Meateor Australia’s progress from start-up to full production
has been extremely pleasing. The Australian market is also of
high strategic importance and this increased investment will
allow us to continue to explore growth opportunities.
Fayman International and ANZ Exports have exceeded our
initial expectations and play an important role in the edible
proteins sector, with a focus on Australian exports. They
are currently capitalising on the strong global beef market,
with Australia being a key world-wide supplier. The strong
connections these businesses have to the Australian supply
network also assist Meateor Australia.
These acquisitions reflect Global Proteins’ divisional ambition
of increasing our joint venture shareholdings over time and,
as a result of these investments, the Global Proteins FY27
Underlying EBITDA target has increased from $70 million to
$85 million.
Shareholder Returns
We continue to be conscious of the long-term return to
our shareholders. Shareholders who invested in our IPO
in July 2014 will have achieved a 15 per cent compounded
annual return
1
on funds invested to the end of February
2026. By comparison, an investment in the S&P NZX50
would have delivered a 9 per cent compounded annual
return
1
on funds invested over the same period.
Strategy
Scales’ Mission
To be the foremost investor in, and grower of, global
agribusinesses by leveraging our unique insights,
experience and access to collaborative synergies.
Scales’ Long-Term Goal
To generate a long-run average 12.5 per cent ROCE
across the portfolio.
Corporate and Competitive
Strategies
Our investment pillars determine our portfolio and capital
allocation across 3 key divisions. While all divisions have
different business models, we are able to leverage our
knowledge, partnerships and Group synergies to create
competitive advantages and generate sustainable value
for our stakeholders.
Scales Corporation Limited
08 / Managing Director and Chair's Report
Mission
+
To be the foremost investor in, and grower of, global agribusinesses by leveraging our unique insights,
experience and access to collaborative synergies
Goal
+
12.5% ROCE
People and
Partnerships
+
People first approach
+
Strong partnerships
across the value chain
+
Leverage our internal
capability and skills
Sustainable Growth
+
Sectors/businesses that
align to long-term trends
+
Businesses that are
protecting and preserving
their resources
+
Diversification of
customers/markets/products
Operational
Excellence
+
Ability to add value
through innovation and
efficiency
+
Consistent quality and
service delivery through
knowledge, location and
technology
Customer
Focused Innovation
+
Product leadership -
development of new
products
+
Customer intimacy -
integrated business
planning and customisation
to their specific needs
Product
+
Investment in new petfood
ingredient products
+
Develop broader species
mix in petfood ingredients
+
Investment in new plant
varieties
+
Redevelopment to
position variety mix
towards growth markets
Market/Channel
+
Develop integrated
channels and business
plans with our petfood
customers
+
Enter new markets for
our petfood ingredients
+
Continue to develop
Mr Apple’s brand/sales
channels across Asia
markets
Infrastructure/Systems
+
Investment in new
ERP systems
+
Continual assessment
of orchard/post-harvest
location and infrastructure
+
Investment in new
processing technology/
automation (all divisions)
Resources
+
Develop decarbonisation
roadmaps (all divisions)
+
Improve water
efficiencies (all divisions)
+
Improve orchard
practices to reduce
inputs (Mr Apple)
+
Develop a Group-wide
people strategy
Global ProteinsHorticultureLogistics
Portfolio & Capital Allocation
Investment Pillars
Competitive Strategy
Strategic Update
The transactions undertaken during 2024 and 2025 were both financially and strategically aligned to our objectives. We have been
able to fast-track our Premium variety mix in Horticulture and also allow greater coordination across sales, marketing, product
development and systems through the increased ownership in our Global Proteins joint ventures.
Additionally, our newly established fish and poultry joint venture in the US will provide a low risk, low capital entry into these new protein
markets, allowing us to build our knowledge of both the supplier and customer base.
We have reset our Global Proteins target to $85 million Underlying EBITDA by 2027, which recognises the consolidation of Meateor
Australia, Fayman International and ANZ Exports.
We remain conservative in our approach to capital structure, and we will continue to review our balance sheet position in line with the
pipeline of opportunities that are being assessed.
Managing Director and Chair's Report / 09
Annual Report - Year Ended 31 December 2025
Specific Strategic Targets
Ta r g e tStatus
Group
Financial and operational
• Maintain financial returns in line with, or above,
industry returns
• Continue to seek acquisitive and organic growth
to expand the business
Excellent progress
• Increased investments made in Shelby, Meateor Australia, Fayman International
and ANZ Exports
• Other acquisition and internal growth opportunities regularly reviewed
Shareholder returns
• Continue to provide shareholders with an
attractive yield on dividends
• Deliver capital gains and shareholder liquidity
through careful strategic execution
• Deliver a Group ROCE in excess of 12.5 per cent
Excellent progress
• Interim dividend of 12.5 cents per share paid in January 2026, with second
instalment to be reviewed and advised on in early May 2026
• Group ROCE of 14.6 per cent, above Group target
Sustainability
• Develop Group and divisional sustainability
strategies, including clear goals and targets
• Further develop and evolve our reporting
and measuring of key sustainability aspects
affecting Scales’ businesses
Good progress
• Third standalone Climate Statement to be released in April 2026
• Completed a refreshed double materiality assessment to understand the
current priorities of our stakeholders
• Continued delivery of Mr Apple’s 5-year people strategy
• Advanced regenerative orchard trials and targeted environmental and
energy efficiency improvements
Global Proteins
Increase scale and expand
offering
• Reach $85 million of EBITDA by 2027
• Review strategic initiatives and consider organic
and acquisition opportunities to increase
divisional scale
• Increase global presence
Excellent progress
• Increased investments in Shelby, Meateor Australia, Fayman International and ANZ
Exports
• Increased volumes through our new toll processing plant in the United States
• Commissioned our new processing facility in the Netherlands
• Commissioned a second new in-plant collection and cooling system in the United
States, ahead of schedule
• Meateor Australia traded ahead of forecast and was significantly profitable
• Established a new joint venture focusing on fish and poultry in the United States
• Ongoing global growth opportunities being actively investigated
Horticulture
Operational and branding
• Continue to increase market penetration into
Asia
• Continue to develop the Mr Apple brand,
particularly within our key markets of Asia and
the Middle East
• Acquire and/or develop new Plant Variety Rights
(PVRs) to meet emerging needs
• Redevelop lower-performing orchards and
varieties into higher value crops
Excellent progress
• Successful amalgamation of the Bostock orchards that were acquired in FY24
• Increased proportion of sales made to the Asia and Middle East markets
• Increased proportion of Premium apple total export sales volumes
• Significant growth in sales of Dazzle™ and Posy™
• Continued investment in marketing and brand presence for Mr Apple and Premium
varieties, particularly across China and other key Asia markets
• Ongoing development of new Premium PVRs
Logistics
Expand logistics offerings
• Develop scale to utilise the expertise and
capacity within the team
Excellent progress
• Record result achieved driven by a significant increase in volumes
• Benefitted from being both an in-house and external logistics provider
Scales Corporation Limited
10 / Managing Director and Chair's Report
We have continued to make good progress with our strategic initiatives across all 3 divisions. In addition to our M&A activities in the Global
Proteins division, we have executed significant projects including commissioning a second new in-plant collection and cooling system
in the United States as well as a new processing facility in the Netherlands. Additionally, in Horticulture, we are actively assessing new
Premium apple varieties for future commercialisation.
Sustainability
Scales is focused on:
• Our broader obligations as a responsible corporate citizen
• The desire of our stakeholders to receive clear reporting
on our environmental footprint and sustainability
improvements
• Our ability to better identify and manage all risks (as well
as opportunities) facing the business and align our future
strategic plans
Sustainability continues to be a key focus for us and
during 2025 we completed a refreshed double materiality
assessment to allow us to understand our stakeholders’
priorities.
In terms of people, we undertook an engagement survey
for all our New Zealand businesses with our plan being
to roll this out globally in 2027. We continued to integrate
health, safety and wellbeing into our businesses and have
developed an improvement roadmap covering the next few
years.
We have also progressed many of our environmental
projects. During the year, an assurance exercise was
undertaken to confirm our Scope 1 (direct) and Scope 2
(indirect) greenhouse gas emissions data, and analysis of
Scope 3 (raw material) emissions was progressed. And
our regenerative planting trials i.e. planting trials that aim
to restore soil health, increase biodiversity and enhance
ecosystem function, continued at Mr Apple and, pleasingly,
these show early indications of improved soil health and
fruit quality.
Our summary Sustainability report is presented in the
next section, and we will be publishing our third standalone
Climate Statement in April this year. We hope that you will
find time to read both these reports.
Scales’ Team
At its peak, Scales has over 1,500 dedicated staff members
working across the world. These individuals come together
to form teams within our global organisation, working to
make Scales the best that it can be. It is those people who
make Scales successful with their passion, expertise and
dedication and each person plays a crucial role in our
success.
Providing a safe workplace is central to our ethos and we
work hard to nurture and maintain a culture of safety at
work. This is not only for the protection of our workers, but
also for our communities, customers, suppliers and other
stakeholders.
We also value the unique contributions of employees no
matter their background, experience and perspectives,
and we endeavour to foster an inclusive culture where
everyone can feel welcome. It is extremely important to
us that everyone feels respected, valued, included and
encouraged to contribute, and confident that they belong.
Our people are the heart of our business and allow us to
achieve the successful delivery of our strategy. On behalf of
the Board, we would like to thank all our people across the
world for their ongoing contribution to the success of the
Group.
Appropriately Incentivising
our Team
Compensation of the Scales management team continues to
link remuneration with the delivery of the strategies as directed
by the Board, drive a performance-led culture and connect the
long-term sustainable success of the business with our values.
It also aligns to retaining and developing high-performing team
members as well as promoting positive personal performance.
We have therefore maintained a strong incentive-based
remuneration scheme, with shorter term incentives being
balanced alongside long-term business and alignment of
shareholder interests. Our remuneration philosophy and
analysis of executive remuneration is detailed more fully in the
Corporate Governance Statement on pages 108 to 128.
Board Succession
Alan Isaac
At the 2024 Annual Shareholders’
Meeting, Alan Isaac signalled his
intention to retire from the Scales Board
prior to the end of his current term.
Having secured a replacement Director,
Alan retired in October last year.
Alan was a major contributor to Scales’
governance programme, serving on the Board for over 11
years. Not only was he Chair of the Audit & Risk Management
Committee, but he also chaired the Due Diligence Committee
as part of Scales’ listing process. With his accounting and
finance background, he provided excellent financial knowledge
and counsel. We would like to recognise Alan’s significant
contribution to the Board and thank him for his unwavering
support.
In Alan’s place, we were pleased to welcome Paul Munro to
the Board in October last year. Paul also has a significant
accounting and finance background, as well as extensive
governance experience from a wide range of public and private
entities.
Management Team
Succession
Steve Kennelly
In February 2026 we announced that
Steve Kennelly is stepping down as
Chief Financial Officer (CFO) in May of
this year. Steve has been with Scales
since 1993 in a variety of accounting and
finance roles, being appointed as CFO
in 2011. Steve will be taking up a new role
as Company Secretary.
We are pleased to welcome Ben Washington in Steve’s place.
Ben will start in June, joining us from KMD Brands where he has
held several senior leadership positions, most recently as CFO
of Kathmandu.
Managing Director and Chair's Report / 11
Annual Report - Year Ended 31 December 2025
Income Statement
2025
$000's
2024
$000's
(Restated)
Revenue899,949584,627
Underlying EBITDA1 3 7, 6 2 891,704
Underlying EBIT108,43868,928
Underlying NPAT77,59453,369
After tax impact of:
Non-cash, NZ IFRS and other adjustments40,104(3 ,721)
N PAT117, 6 9 849,648
Underlying NPAT Attributable to Shareholders61,83434,058
NPAT Attributable to Shareholders100,98830,337
Capital employed74 0 , 2 8 0504,471
Return on capital employed14.6%14.3%
Group Financials
Summary
Scales delivered outstanding results for the year ended 31 December 2025 with record results across
all performance measures:
• Reported NPAT Attributable to Shareholders of $101.0 million
• Underlying NPAT Attributable to Shareholders of $61.8 million
• Underlying EBITDA of $137.6 million
• Revenue of $899.9 million
Additional detail of the performance of each division is provided in the Divisional Overview section.
Scales Corporation Limited
12 / Managing Director and Chair's Report
Capital Management
Return on Capital Employed (ROCE) is a measure of how efficiently we are generating a return on our assets and continues to be an
important performance metric for each division and the Group as a whole. It is also key to how we monitor the performance of our
portfolio and make decisions around capital expenditure. Prior to committing to an investment in assets, we need to be confident that we
will generate a return that meets or exceeds our targets.
Group ROCE exceeded our target of 12.5 per cent, with ROCE targets for each division varying depending on their specific asset and risk
profiles.
20252024
(Restated)
ROCE
Global Proteins19.8%45.3%
Horticulture12.3%5.4%
Logistics62.6%54.1%
Group14.6%14.3%
Ta r g e t12.5%12.5%
Group capital employed increased compared to last year due to increased investment in our Global Proteins joint venture businesses.
Scales’ Reported basic earnings per share
1
for the year ended 31 December 2025 was 70.7 cents per share (2024 (restated):
21.3 cents per share). Scales’ Underlying basic earnings per share for the year ended 31 December 2025 was 43.3 cents per share
(2024 (restated): 24.0 cents per share).
Financing
Average Net Debt for the year was $75.8 million (2024: $34.7 million), an increase of $41.1 million, with the increase primarily due to
the investment in Shelby, Meateor Australia, Fayman International and ANZ Exports. At the end of the year our Net Debt position was
$84.1 million (2024: Net Cash $12.5 million).
Hedging Strategy
As an exporter, we continue to have significant exposure to foreign exchange movements. This is most prevalent in Mr Apple, with our
Global Proteins and Logistics divisions also affected. We also have exposure to movements in interest rates, both on borrowings and
deposits.
Scales has a Board approved Treasury Management Policy, which governs how all foreign exchange, interest rate and related activities
are conducted. This policy is reviewed biennially.
Under this policy we may take foreign exchange cover for Mr Apple for up to 5 years forward using a variety of foreign exchange
instruments (including options and forward contracts). Scales maintains a blend of instruments. In addition, Scales manages the cover
levels for seasonal and market variations for future years.
We continue to have a natural hedge covering some of our US dollar exposure as international shipping is payable in US dollars. We
take cover on the remaining expected net US dollar and other currency exposures.
In general, Global Proteins and Logistics take foreign currency cover once exposures have been confirmed.
Euros 7%
Canadian dollars 4%
Japanese yen 5%
US dollars 79%
British pounds 5%
¹ Based on the weighted average number of ordinary shares.
Foreign currency
In 2025, Mr Apple’s net foreign currency
exposures were as shown below.
The average conversion rate of Mr Apple’s main foreign
currency exposures since 2022 were as noted below.
2025202420232022
USD.6196.6364.6515.6588
EUR.5318.5414.5452.5449
GBP.4796.4770.4912.4962
CAD.8160.8468.8407.8597
JPY86.06N /AN /AN /A
Managing Director and Chair's Report / 13
Annual Report - Year Ended 31 December 2025
The hedging position for Mr Apple’s 2 main foreign currency exposures, as at 15 February 2026, was:
20262027202820292030
USD
% cover of expected exposure97%82%67%60%40%
Average rate of cover.5872.5908.5910.5916.5884
EUR
% cover of expected exposure100%95%88%56%21%
Average rate of cover.5212.5047.5132.5067. 474 2
Interest rates
In addition, we take out interest rate swaps and forward rate agreements, which provide some certainty on interest costs on Scales’
long-term and short-term borrowings. We have historically funded offshore investments via term debt in the currency of the investment.
This provides an investment hedge. As at 31 December 2025 our US dollar term debt was 42 per cent hedged by interest rate swaps.
Dividend
A final 2024 partially imputed cash dividend of 7.75 cents per share (a gross amount of 9.26 cents per share) was paid on 11 July 2025.
Together with a fully imputed 2024 interim dividend of 7.25 cents per share (a gross amount of 10.07 cents per share) that was paid
on 17 January 2025, this brought the annual dividends for 2024 to a total of 15.00 cents per share (a gross amount of 19.33 cents per
share).
A partially imputed initial interim 2025 cash dividend of 12.50 cents per share (a gross amount of 14.93 cents per share) was declared
on 3 December 2025 and paid on 23 January 2026. We will review, and advise on, a final dividend for 2025 in early May 2026.
As always, any dividend is subject to Board approval. It is standard practice for the Directors to consider all aspects of the Group’s
performance and financial position prior to declaring any dividend. Total dividends are expected to be split approximately evenly
between interim and final, and to be between 50 per cent and 75 per cent of Underlying NPAT Attributable to Shareholders.
Capital Expenditure
Capital expenditure in 2025 was $21.6 million, an increase of $2.6 million on the prior year (2024: $19.0 million).
Considerable investment was made in margin improvement projects at Mr Apple including the ongoing orchard redevelopment into
Premium volumes and a new high-pressure apple washer at the Whakatu packhouse. Other material capital expenditure related to an
upgrade to the Recognised Seasonal Employer (RSE) accommodation at Mr Apple and capital works at Shelby for its second in-plant
collection and cooling system.
2025
$000's
2024
$000's
Operational capital expenditure
Global Proteins6,2781,606
Horticulture8,2384,401
Logistics213938
Other2619
Total operational capital expenditure14,7556,964
Margin improvement capital expenditure
Horticulture6,8306,951
Total margin improvement capital expenditure6,8306,951
Growth capital expenditure
Global Proteins-4,066
Total growth capital expenditure-4,066
Cyclone capital expenditure
Horticulture-1,060
Total Cyclone expenditure-1,060
Total capital expenditure21,58519,042
Scales Corporation Limited
14 / Managing Director and Chair's Report
Outlook
A strong performance across all of our divisions delivered record Group 2025 earnings for Scales. The Group’s financial position
allows for further investment opportunities and we continue to explore new growth opportunities within each division.
Whilst geopolitical uncertainty is expected to continue through 2026, we expect Global Proteins to perform strongly and to
continue to realise the benefits of its increased investments.
Within Horticulture, a crop of around 3.5 million TCEs is forecast for Mr Apple, with picking and packing progressing for the 2026
season. Pricing is expected to be positive, impacted by a number of factors including more favourable foreign exchange rates.
Profruit continues to experience positive demand.
We also expect Logistics to contribute positively, both financially and strategically, as we continue to navigate volatility in some
trade lanes.
On behalf of the Board, we would like to thank all our management and staff, fellow Directors, suppliers, customers and other
stakeholders for their hard work, support and commitment in our 114th year of trading.
Mike Petersen
Chair
20 March 2026
Andy Borland
Managing Director
Managing Director and Chair's Report / 15
Annual Report - Year Ended 31 December 2025
Sustainability
Report
Scales Corporation Limited
16 / Sustainability Report
1
Owned/leased
Scales' FY25 Sustainability Report
2025 was a year of consolidation and progress for Scales as the Group
continued to strengthen operations and embed lessons from the significant
disruption experienced since 2020. While the impacts of severe weather
events, including Cyclone Gabrielle, extended across multiple seasons, the
focus during 2025 was on restoring stability, supporting our people and
reinforcing the resilience of our operations. Across all divisions, teams remained
focused on building strong foundations for sustainable long-term performance.
During the year, Scales continued to evolve its sustainability approach, with
a particular emphasis on understanding how expectations and priorities
have shifted following COVID, prolonged supply chain disruption and recent
climate-related events. A refreshed materiality assessment was undertaken
to better understand the views of customers, investors, employees and other
stakeholders, and to ensure the Group’s Environmental, Social and Governance
(ESG) priorities remain aligned with a rapidly changing operating environment.
The insights from this work are helping to shape decision making and inform the
next phase of Scales’ sustainability journey.
Looking ahead, 2026 will be a year of strengthening Scales’ broader ESG
framework, with a focus on governance, social outcomes and
long-term value creation alongside environmental considerations. As part of
this work, the Group is preparing to develop a sustainability strategy that will
provide clearer direction and structure, including the pathway toward emissions
measurement and reduction targets from 2027 and beyond. To support
this transition Scales is assessing software solutions to improve the quality,
consistency and efficiency of ESG and emissions data collection and reporting.
Whilst legislative changes are expected to limit mandatory preparation of
climate statements to entities with market capitalisation over $1 billion, those
changes are not yet in force. Accordingly, Scales has prepared its FY25
Climate Statements having regard to the climate-related disclosure regime as
it currently applies, and to the Financial Markets Authority’s stated “no-action”
approach pending legislative change. Scales expects to publish its third Climate
Statement in April 2026.
More information is available at: https://scalescorporation.co.nz/sustainability
637
Permanent
staff members
49 years
Longest serving
employee
41
Operational sites
1
>1,000
RSE workers
34%
Permanent female staff
36%
Women in senior
leadership and
management
3
rd
Climate Statement
completed
Ye a r 3
Regenerative planting
trial across 2 Mr Apple
orchards
Scope 1 & 2
Emissions
Limited assurance
obtained
Sustainability Report / 17
Annual Report - Year Ended 31 December 2025
Materiality
In 2025, Scales completed a comprehensive materiality
assessment to ensure our sustainability strategy focuses on
what matters most to stakeholders and what is most critical
to the business over the 2025 – 2030 period, building on the
previous 2021 assessment.
The assessment covered Horticulture, Logistics and Global
Proteins across New Zealand and key offshore markets, using a
double materiality lens:
• Impact materiality: Scales’ effects on people and the
environment across the value chain
• Financial materiality: impacts on revenue, costs, assets,
liabilities and reputation
The process was informed by the Global Reporting Initiative
(GRI), European Sustainability Reporting Standards (ESRS)
and International Financial Reporting Standards (IFRS)
Sustainability Disclosure Standards.
2025 Highly Material Topics
• Human rights, labour practices and modern slavery
• Corporate governance
• Product quality and safety
• Ethical supply chain
• Market access, compliance and regulation
• Health, safety and wellbeing
What Stakeholders Told Us
External stakeholders emphasised dignity and protection in the
workforce, ethical procurement, strong product safety, market
access and compliance as essential for our export focused
businesses. Internal stakeholders reinforced the importance of
health and safety, the operational consequences of compliance
failures and growing reliance on water security and climate
adaptation.
Scales intends to progressively align sustainability reporting
with the GRI Standards from 2026 and has begun mapping
priority topics to the GRI framework to improve comparability,
transparency and depth.
People
Health, safety and wellbeing
Human rights, labour practices
and modern slavery
Employee attraction,
development, retention and
succession
Diversity, equity and inclusion
Community engagement
Environment
Climate change
Water management
Biodiversity
Soil and water pollution
Waste, packaging and circular
economy
Marketplace and
Governance
Corporate governance
Ethical supply chain
Financial performance
Market access, compliance and
regulation
Product quality and safety
18 / Sustainability Report
Scales Corporation Limited
Sustainability Report / 19
Annual Report - Year Ended 31 December 2025
People
Mr Apple People Strategy
Mr Apple is Scales’ largest employer. In 2025, execution against its people strategy has been strong, with meaningful progress
delivered across digitisation, attraction and retention, leadership development, succession planning, performance and reward
and career pathways. The quality and consistency of delivery over the life of the plan provides a solid foundation for the next
phase of people and culture development.
During 2026, Scales will work with Mr Apple and other business units to develop a more aligned Group-wide people approach.
This work will be informed by insights from the employee engagement survey and the refreshed materiality assessment,
ensuring future priorities reflect the evolving needs of our workforce, operating environment and long-term ESG objectives.
Material topics
Health, safety and wellbeing
Human rights, labour practices
and modern slavery
Employee attraction,
development, retention and
succession
Diversity, equity and inclusion
Community engagement
People have been central to Scales’ success to date and will
remain critical to our long-term performance. Our refreshed
materiality assessment reinforces the importance of human
rights, labour practices, health and safety and product quality
as our key social priorities. With a diverse workforce, including
a significant number of migrant workers operating across
multiple regions, maintaining strong ethical standards and
supporting the wellbeing, capability and development of our
people is essential. Through continued investment in safe
workplaces, skills and leadership development, engagement
and community partnerships, we strengthen our culture, meet
our responsibilities and support the livelihoods that underpin
the Group’s ongoing success.
Scales Corporation Limited
20 / Sustainability Report
People (continued)
Pillar2024 initiatives 2025 initiatives 2026 goals
People &
culture
digitalisation
Automation
of people
processes and
transactional
people activity
Commenced phase I of
automating RSE recruitment
and RSE logistics teams via
Airtable
1
.
Reduced transactional
activity, minimised human
error and improved data
flow to internal and external
customers.
Phase II of RSE operations automation completed:
streamlined our RSE logistics processes through
Airtable and achieved significant progress in
automating the generation of individual employment
agreements, loan agreements and direct debit
authority forms. By integrating data fields across
multiple systems including Airtable, Greenhouse
and Ready Workforce, we established an automated
workflow that produces accurate, work specific
documents. This automation was successfully
implemented ahead of the RSE workers’ arrival
in Q1 2026.
Rolled out mid-year reviews online (moving away
from paper) for all permanent employees.
Develop and integrate RSE worker productivity data into
our existing automation workflows (a capability we do not
currently have) to enhance performance visibility, support
data driven decision making and optimise operational
efficiency.
Embed the online performance processes within ELMO
(our human resources information system), including goal
setting, mid-year reviews and end-of-year reviews, to
ensure consistency, visibility and improved organisational
performance management.
Complete the review of safety software solutions,
including vendors offering AI-enabled capability, to
support a system that strengthens our safety culture and
enables every staff member to take ownership of safety.
Attraction &
Retention
Strengthen Employee
Value Proposition
(EVP), authenticity,
trust and talent
connection through
targeted storytelling
and outreach
Targeted recruitment from
Kia Island in 2024 to support
the community to rebuild after
category 5 Tropical Cyclone
Yasa in 2020 that devastated
the tiny island on Fiji’s northern
coast off Vanua Levu.
Rebuilding of the island
is progressing well with a
gratitude video sent to Mr
Apple from the headman of
Yaro Village to highlight the
positive impact the partnership
with Mr Apple has had on the
people and their community.
PNG Partnership: Worked with the PNG
Government to bring workers from the Morobe
Province highlands to join orchard teams in
spring 2025.
RSE: Developed a training programme for PNG
workers to support local horticultural ambitions.
Training programme developed to support the
workers in their horticultural aspirations in their
home.
Communications: Expanded our internal
communications strategy, which included
regular CEO and Senior Leadership updates
in addition to the intranet and company
magazines.
Engagement: Delivered identified people
initiatives by team, department and company
based on the annual engagement survey results.
Local talent: Continue to deepen and embed our youth
engagement strategy by expanding the programmes,
partnerships and experiences that spark early interest in
horticulture as a meaningful and future focused career.
Communications: Embed a clear and consistent
communication framework and channels across
the organisation by defining and empowering key
communication roles including people managers,
department heads and the communications team.
RSE: Diversify our RSE workforce further by building
the partnership with PNG and progress targeted
recruitment from the Morobe and New Ireland
Provinces.
Leadership
Development
Identify and grow
leadership capability
for current and future
roles, strengthening
culture and talent
pipeline
Invested in high performing
and high potential staff.
Delivered coaching sessions.
Piloted the Mr Apple Safety
Leadership Programme,
launching the new Safety
Vision and Safety Values.
Delivered the Mr Apple Leadership Programme
targeting mid–senior level staff.
Extended the Living our Values awards at the
Christmas party to include a Safety Values
Champion (overall annual winner).
Rolled out initiatives in the Safety Roadmap
including full rollout of the Safety Leadership
Programme.
Pilot a Mr Apple team leadership development
programme across the orchards focused on
coaching-led conversations and understanding
working preferences and styles. The aim is to enhance
engagement and strengthen team effectiveness,
with all content aligned to our core values of Future
Thinking, Always Growing and Stronger Together.
Continue providing one-to-one leadership coaching
for our high potential and high performing employees.
Succession
Planning
& Talent
Development
Ensure continuity
of operations
when critical talent
transitions occur
Completed talent mapping for
all permanent staff using the
9-box methodology
2
.
Completed succession plans
for 15+ critical roles.
Delivered workshops for
managers on performance
measurement.
Continued embedding people
processes in ELMO and
upskilling staff on its use.
Embedded people processes in ELMO, which
included upskilling for all staff to optimise the
benefits of automated processes.
Ensure business continuity by developing succession
depth for critical roles, embedding consistent talent
processes and increasing manager capability
and uptake of ELMO to support performance and
development conversations.
Performance &
Reward Management
Build a high-
performance
culture with robust
measurement and
reward mechanisms
Introduced a pay-for-
performance model.
Implemented pay principles.
Automated the end-of-year
remuneration process.
Full implementation of performance and reward
framework within HRIS (linked to digitisation
pillar).
Review the Mr Apple service milestone recognition
programme following the 2-year pilot.
Embed our pay-for-performance approach by
delivering targeted workshops for people leaders
on how to effectively lead in a pay-for-performance
environment.
Conduct a review of our benefits using insights from
the annual engagement survey and benchmarking
against market data to ensure we remain competitive.
Career Pathways
& Personnel
Development
Support employees to
grow careers based
on competencies and
interests
Created and piloted the first
Horticulture Development
Programme with 12 employees
across orchard and post-
harvest.
Delivered the second year of the Horticulture
Development Programme with a newly selected
team.
Build out clear, accessible career pathways across all
permanent roles and develop a visual, interactive tool
that enables employees to explore horizontal, vertical
and diagonal career movement within Mr Apple.
Sustainability Report / 21
Annual Report - Year Ended 31 December 2025
Group Engagement Survey
During the year the Group completed an employee
engagement survey across its New Zealand businesses.
Results confirmed strong and consistent engagement, pride in
teams and confidence in leadership, reflecting the sustained
focus on people and culture across the Group, including the
final year of Mr Apple’s original people strategy.
Insights from the engagement survey, together with the
refreshed materiality assessment, will assist work in 2026 to
develop a more aligned people and engagement approach
across all business units, supporting consistency while
responding to the evolving needs of our workforce and
long-term ESG priorities.
Health, Safety and Wellbeing
Health, safety and wellbeing remained a core focus for
Scales during 2025 as the Group continued to lift capability,
strengthen leadership ownership and embed more consistent
practices across increasingly diverse operations. Independent
health and safety assessments were completed across key
businesses, establishing clear improvement roadmaps and
multi-year plans aligned to differing risk profiles and levels of
organisational maturity.
A strong emphasis was placed on leadership engagement and
learning during the year. This included a well received session
for the Board and senior leaders led by a highly regarded
external health and safety specialist, focused on governance
lessons arising from a major New Zealand industrial safety
failure. This was complemented by targeted health and safety
leadership training delivered by a nationally recognised
provider, followed by a visit to a large, complex agribusiness
with a mature safety system. Together, these initiatives
supported shared learning, practical benchmarking and the
strengthening of safety leadership across the Group.
The Group continues to monitor a core set of health and
safety indicators across its operations, including injury trends,
notifiable events, near miss reporting and corrective action
closure. These measures are reviewed at a business unit
and Group level to support oversight, trend analysis and
prioritisation of critical risks.
As Scales transitions from joint venture structures to
wholly-owned operations, further focus has been placed on
strengthening Group-level governance and consistency while
recognising differences in capability and resourcing across
businesses. Meateor Australia joined the Group Health and
Safety Committee reporting framework at the start of 2026
following its transition to full ownership, supporting greater
alignment, visibility and shared accountability across the
Group.
Community Initiatives
Mr Apple continues to support the community through
targeted initiatives, with businesses investing in partnerships
aligned to our values and long-term social impact:
Strengthened inclusive employment through
Hōhepa
3
, including placing a supported role in post-
harvest operations
Commenced a partnership with Big Brothers Big
Sisters
4
, applying a more structured approach to
community investment and impact measurement
Delivered riparian planting initiatives at Pilos and
Covell orchards, establishing around 900 native
plants to support local waterways and biodiversity
Hosted the inaugural Hort Day Out, with 70+
students experiencing a broad range of horticulture
career pathways
Partnered with Mates4Life
5
to deliver Safety Aider
training, expanding wellbeing support capability
across the business
Partnered with Zoe Hobbs as a values-aligned Mr
Apple brand ambassador
Delivered onsite flu vaccination clinics, with
participation increasing year-on-year
1
Airtable is a cloud-based platform that allows users to organise data, build custom workflows, create interfaces and automate tasks
2
The 9-box methodology is a talent management tool used to plot employees on a 3x3 grid based on their current performance and future potential, and helps to identify
high-potential employees, develop leaders and create targeted development plans
3
Hōhepa is a disability service provider catering for special needs children and adults with an intellectual disability
4
Big Brothers Big Sisters is the world’s largest youth mentoring organisation
5
Mates4Life is a Hawke’s Bay-based initiative focused on suicide prevention, aiming to build life-supporting workplaces and communities through education and training
Scales’ environmental priorities are focused on protecting the
natural resources that underpin our operations and long-term
resilience. The refreshed FY25 materiality assessment confirms
that climate change, water availability and resource efficiency are
the most significant environmental factors influencing the Group’s
performance, particularly across horticulture and other land and
resource intensive operations.
Environment
Material Topics
Climate change
Water management
Biodiversity
Soil and water pollution
Waste, packaging and circular
economy
During the year, the Group continued to strengthen its climate
governance and disclosure, completing its third Climate
Statement. Limited assurance was obtained over Scope 1 and
Scope 2 emissions, supporting confidence in the robustness of
emissions data and reinforcing a disciplined, staged approach
to climate reporting as capability continues to develop.
A core focus across the Group is adaptation and environmental
resilience at an operational level. Businesses continue to
invest in efficient irrigation and water management practices,
improved monitoring and initiatives that support soil health,
biodiversity and waterway protection. At Mr Apple, regenerative
planting trials entered their third year across multiple orchards,
delivering positive early results and providing a practical
foundation to inform potential broader application over time.
Riparian planting initiatives undertaken during the year further
contributed to biodiversity outcomes and the protection of
local waterways.
Scales recognises that environmental improvement in
primary industries is iterative and long-term. Current
initiatives are deliberately focused on learning, piloting
and capability-building, supporting future development
opportunities as scientific understanding, operational
insight and commercial feasibility continue to evolve. These
foundations position the Group to progressively strengthen
environmental performance while maintaining productivity,
product quality and long-term value creation.
Further detail on Scales’ climate-related risks, opportunities,
governance and emissions profile is available in the Group’s
FY25 Climate Statement, to be published in April 2026.
Scales Corporation Limited
22 / Sustainability Report
Certifications and Audits
Completing third party audits and assurance programmes is essential to promoting transparency, accountability and continuous
improvement across our operations. Accordingly, Scales' businesses participate in a wide range of globally recognised certification
and customer audit programmes covering food safety, ethical labour practices, environmental management, security and traceability.
Across the Group, these include, where relevant:
BRCGS Global Standard Food Safety (Global Food Safety
Initiative (GFSI) benchmarked)
GLOBALG.A.P. IFA Version 6 (GFSI benchmarked), covering
food safety, traceability, biodiversity, water management,
sustainability and worker health and welfare
GLOBALG.A.P. Risk Assessment on Social Practice (GRASP)
Supplier Ethical Data Exchange (Sedex) Members Ethical
Trade Audits (SMETA)
LEAF Marque environmental assurance
EcoVadis sustainability ratings
Retailer specific customer standards, including Tesco,
Costco, Albert Heijn, Delhaize, FairPrice and Walmart
Official export assurance programmes, including New
Zealand Secure Export Scheme and importing country
phytosanitary requirements (for countries including China,
Japan, Taiwan, Thailand and the United States)
Ministry of Primary Industries (MPI), United States
Department of Agriculture (USDA) and other market
specific regulatory certifications, depending on product and
geography
MPI Animal Products E-cert electronic certification platform
for official assurances (animal product exports)
Pet Food Industry Association of Australia (PFIAA)
membership and industry audit
PrimeSafe (Victoria) licence to operate and compliance
audits (pet food establishment)
International Air Transport Association (IATA) membership
and staff certifications for airfreight handling
With a global market presence, Scales, as a diversified agribusiness,
focuses on providing customers, investors and regulators with
confidence that our business units consistently meet or exceed market
access, product quality and assurance requirements.
Our approach is to leverage Group capability to share knowledge,
experience and technical expertise across divisions, supporting each
business to obtain and maintain the certifications required by their
customers and export markets.
Scales will continue to invest in its people, systems, infrastructure
and processes to support safe, sustainable products and long-term
business resilience.
Marketplace and Governance
Material Topics
Corporate governance
Ethical supply chain
Financial performance
Market access, compliance and
regulation
Product quality and safety
Together, these frameworks support Scales’ ability to maintain strong product integrity, ethical supply chains, regulatory compliance
and ongoing access to international markets.
Sustainability Report / 23
Annual Report - Year Ended 31 December 2025
Mr Apple established a new export initiative during the year to
support Māori Kiwifruit Growers (MKG) to access international
markets and build sustainable, long-term export pathways. The
initiative reflects a shared commitment to strengthening grower
participation in global value chains while supporting inclusive
economic development and resilient market access for Māori
grown produce.
The programme was formally launched in the United Arab
Emirates in October 2025, led by Te Arikinui Kuini Ngā Wai
Hono i te Pō, the Māori Queen. The launch brought together
Māori growers, international retail partners and government
representatives from Aotearoa New Zealand and the UAE,
marking an important milestone for Māori-led exports into the
Middle East.
Through the initiative, Mr Apple has supported MKG by
leveraging its established distribution networks, in-market
relationships and operational capability to help build demand
and visibility for Māori grown kiwifruit. This support has been
provided in a collaborative and disciplined manner, enabling
increased market presence for MKG fruit while maintaining a
balanced approach to market participation.
Building on the early success of the programme, Mr Apple
is continuing to work with MKG to consider how its teams
and systems can further support future growth as volumes
increase. This includes exploring opportunities to better align
logistics and market engagement, and planning in ways that
create complementary outcomes for Māori growers while
supporting the long-term strength of New Zealand’s kiwifruit
exports.
Market Access Partnership Supporting Māori Kiwifruit Exports
Marketplace and Governance
(continued)
Marking Māori Kiwifruit Growers' first major push into Dubai, in partnership with Zespri and Mr Apple
Te Arikinui Kuini Ngā Wai Hono i te Pō, the Māori
Queen, greeting His Excellency Dr Thani bin Ahmed
Al Zeyoudi, UAE Minister of Foreign Trade
Scales Corporation Limited
24 / Sustainability Report
Annual Report - Year Ended 31 December 2025
/ 25
Divisional
Overview
Scales Corporation Limited
26 / Divisional Overview
This section provides a summary of each of our 3 operating divisions, including their performance
and key operating statistics. In line with our Group results, we focus on the Underlying financial
performance of our business divisions, excluding certain non-cash NZ IFRS and other adjustments.
* Equity accounted.
** Fully consolidated into Scales’ financial results, with Shelby non-controlling interest of $16.7 million deducted from NPAT (2024: $19.3 million).
Shelby Foods**
Petfood ingredients,
United States
(6 7. 5%)
Fayman* *
Edible proteins, Australia
(100% Fayman International /
85% ANZ Exports)
INTERNATIONAL GROUP
Esro Petfood
*
Petfood ingredients,
Netherlands
(50%)
Meateor NZ
*
Petfood ingredients,
New Zealand
(50%)
Meateor Australia**
Petfood ingredients,
Australia
(100%)
Meateor International
**
Petfood ingredients supplier,
Australia & other markets
(100%)
Global Proteins
Overview
Our Global Proteins division produces and markets valuable edible and petfood ingredients. The division
comprises 6 business operations:
Meateor NZ
50 per cent ownership of a petfood
ingredients business with processing
plants in Whakatu, Dunedin and Bluff
Shelby
67.5 per cent ownership of a United
States petfood ingredients business
with owned and toll-processing
plants in Indiana, Iowa, Kansas,
Nebraska and Texas
Meateor International
100 per cent ownership of a supplier
of petfood ingredients from Australia
and other markets
Fayman
100 per cent ownership of the
Australian operations of Fayman
International and 85 per cent
ownership of ANZ Exports, a global
exporter of edible proteins sourced
principally from Australia
Meateor Australia
100 per cent ownership of a
petfood ingredients business with a
processing plant in Melbourne
Esro Petfood
50 per cent ownership of petfood
ingredients business with a
processing plant in the Netherlands
Divisional Overview - Global Proteins / 27
Annual Report - Year Ended 31 December 2025
Scales Corporation Limited
28 / Divisional Overview - Global Proteins
20252024
Key Operational Metrics
Petfood ingredients volume soldMT165,760 152,149
Edible proteins volume soldMT120,673 1 0 9 ,74 2
Financial Performance$000's$000's
Global Proteins revenue
1
47 7, 5 8 7 266,791
Underlying Global Proteins EBITDA 73,865 55,353
Depreciation and amortisation(4,547)(1,652)
Depreciation of right-of-use assets(266)(69)
Underlying Global Proteins EBIT69,052 53,632
Global Proteins EBITDA 98,831 52,987
Global Proteins EBIT95,726 51,266
Capital employed340,253 115,989
ROCE19.8%45.3%
NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.
Operational and Financial Performance
The table below outlines key operational metrics and the summarised financial performance for Global Proteins.
Volumes Sold (MT 000s)
20212022
2
2023
3
2024
4
2025
4
Edible ProteinsPetfood Ingredients
1
Excludes revenue from Meateor NZ and Esro Petfood and revenue from Meateor Australia
and Fayman until 30 September 2025 (date of additional investment)
2
2022 edible protein volumes are for a 2-month period
3
2023 petfood ingredient volumes exclude those sold at Meateor Australia and Esro Petfood
due to low volumes, both of which were operational by the end of 2023
4
2024 and 2025 petfood ingredient volumes include 100% of petfood ingredient volumes from
relevant businesses (i.e. total petfood ingredient volumes controlled directly and indirectly by
Global Proteins) but excludes inter-company sales. Inter-company sales were not excluded in
prior years due to immaterial volumes
Operational Summary
Global Proteins produced a strong result whilst
implementing its growth strategies. Petfood
ingredients volumes increased 9 per cent whilst
edible proteins volumes increased 10 per cent.
There was strong volume growth at Meateor
Australia and Esro Petfood as well as in the edible
proteins business.
149.2
158.6
1 3 7. 5
85.9
152.1
109.7
120.7
165.8
Divisional Overview - Global Proteins / 29
Annual Report - Year Ended 31 December 2025
Financial Summary
There was a 79 per cent increase in revenue compared to last year, to $477.6 million (2024: $266.8 million) and Underlying EBITDA
increased 33 per cent to $73.9 million (2024: $55.4 million). These increases reflected the benefit of increased investments in our joint
venture businesses.
Shelby had a solid performance with the addition of new processing facilities during the year. Meateor Australia and Meateor NZ
performed ahead of forecast with their margins up on expectations. Fayman International had a strong performance, increasing sales
to both the South East Asia and United States markets. In the Netherlands, Esro Petfood continued to progress through its start-up
phase, whilst also transitioning to a new processing facility.
Margin Performance
The graph below shows the growth in unit revenue and Underlying EBITDA for petfood ingredients over the last 5 years.
Revenue and margin per kilogram of volume sold within our petfood ingredients businesses were influenced by changes in business
mix within the division. Whilst there was a slight decrease in revenue / kilogram due to the change in proportionate business mix, we
experienced improved margins across Meateor NZ, Meateor Australia and Esro Petfood.
Petfood Ingredients Revenue and Underlying EBITDA / kg
1
EBITDA / kg (rhs)Revenue / kg (lhs)
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
20242025202120222023
1
Margins may differ slightly from previously reported numbers due to adjustments made to reflect the true operational
performances of the petfood ingredients businesses
Current Initiatives
During 2025, the Global Proteins division continued to make considerable progress towards its strategic growth goal and, as a
result of the increased investments in joint venture businesses, the FY27 Underlying EBITDA target was increased from $70 million
to $85 million.
There has also been excellent progress on the 9 key strategic projects that support Global Proteins’ growth target.
In respect of completed projects:
• The new toll processing plant in the United States is increasing volumes
• The new processing facility in the Netherlands is performing well and producing high quality product
• The blending project in the United States continued to operate successfully during FY25
• The first new in-plant collection and cooling system in the United States is functioning well
• The second new in-plant collection and cooling system in the United States was commissioned in December 2025, ahead of
schedule
• Meateor Australia traded ahead of forecast and is significantly profitable
In respect of other projects:
• We are partnering in the establishment of a fish and poultry petfood ingredients trading joint venture in the United States
• The feasibility study for a second European site is currently paused
• Options for additional capacity in New Zealand are close to finalisation
Each of these initiatives are expected to contribute positively to the Global Proteins earnings target in future periods.
2026
Outlook
We expect Global Proteins to continue to perform strongly and realise the benefits of its increased joint venture investments.
We look forward to providing further updates on the division’s strategic, operational and financial progress.
Scales Corporation Limited
30 / Divisional Overview - Global Proteins
Overview
Our Horticulture division comprises:
Horticulture
Mr Apple
New Zealand’s largest fully
vertically integrated apple
business, based in Hawke’s Bay
Fern Ridge
A fresh produce exporter in
Hawke’s Bay
Profruit
A manufacturer of high-quality apple,
kiwifruit and pear juice concentrates,
located in Hawke’s Bay
During 2025 we operated 2 packhouses, each of which is equipped with high-speed optical grading machines. Mr Apple
also operates 6 coolstores.
Financial Performance and Key Operating Statistics
Financial Summary
The table below shows the financial performance of our Horticulture division for 2025 and 2024.
2025
$000's
2024
$000's
(Restated)
Horticulture revenue341,831 248,875
Underlying EBITDA
Mr Apple56,545 29,768
Fern Ridge2,116 1,624
Profruit6,560 6,302
Underlying Horticulture EBITDA65,220 3 7, 6 9 4
Depreciation and amortisation(13,485)(11,504)
Depreciation of right-of-use assets(9,621)(8,366)
Underlying Horticulture EBIT42,115 17, 8 2 3
Horticulture EBITDA75,275 3 7,7 1 5
Horticulture EBIT52,169 18,261
Capital employed342,706342,714
ROCE12.3%5.4%
NB: A reconciliation of Underlying to Reported measures follows this Divisional overview section.
Horticulture delivered an outstanding result due to increased apple export volumes, increased average prices and a higher proportion
of Premium varieties. The acquisition of Bostock orchards in 2024 also fast-tracked our long-term strategy of investing in apple
varieties targeted to the Asia & Middle East markets.
Profruit delivered another excellent performance underpinned by strong sales prices in its export markets and trading business
Fern Ridge also had a strong year.
Divisional Overview - Horticulture / 31
Annual Report - Year Ended 31 December 2025
20252024202320222021
Orchard
Total planted orchard (at time of harvest)¹Ha.1,1961,0951,150 1,167 1,201
Fully mature equivalent planted orchardHa.9859821,050 1,024 1,050
Apples picked (Mr Apple orchards)TCE 000s4,622 3,833 3,872 4,281 4,757
Apples packed (Mr Apple + external growers
(Hawke's Bay))
TCE 000s4,338 3,499 3,330 3,960 4,430
Exported volume
Mr AppleTCE 000s3,681 3,033 2,733 3,324 3,651
External growersTCE 000s1,624 1,094 1,187 1,256 1,332
To t a l
TCE 000s
5,305 4,126 3,920 4,580 4,983
Mr Apple packout %%80%79%71%78%77%
Total NZ productionTCE 000s21,325 19,052 1 7, 2 6 4 18,777 19,666
Mr Apple own grown volume share of NZ production%17. 3 %15.9%15.8%17.7 %18.6%
Profruit
Juice concentrate soldlitres 000s6,537 7,78 5 5,783 5 ,74 8 6,497
Volumes increased significantly in 2025 aided by very good growing conditions during the 2025 season as well as the integration of the
Bostock orchards, which performed ahead of expectations:
• Gross production was up 21 per cent to 4.62 million TCEs (2024: 3.83 million TCEs)
• Own-grown export volumes were up 21 per cent to 3.68 million TCEs (2024: 3.03 million TCEs)
• Total exported volumes were up 29 per cent to 5.31 million TCEs (2024: 4.13 million TCEs)
The national apple crop grew 21 per cent compared to 2024. Mr Apple continued to contribute significantly to this crop, with production
from its owned and leased orchards in 2025 accounting for 17.3 per cent of New Zealand’s apple exports (2024: 15.9 per cent).
Profruit continued to generate strong export sales and pricing, with the volume of juice concentrate sold reflecting a more normal year
compared to the record volume in 2024.
Orchard Statistics
We continue to monitor and report against various operating statistics, a selection of which are noted below:
¹ Planted orchard at the end of the year was 1,176 hectares (2024: 1,191 hectares)
Scales Corporation Limited
32 / Divisional Overview - Horticulture
Profruit Sales Volumes (L 000s)
202120222023
2024
2025
6,497
5 ,74 8
5,783
7,78 5
6,537
Volumes and Prices
Volumes and prices (on an NZD FOB basis) for 2025 and 2024 are noted below.
Volumes by Variety (TCE 000s)20252024
Premium Varieties
NZ QueenTCE 000s442 494
Pink LadyTCE 000s343 332
Red Sports (Fuji and Royal Gala)TCE 000s1,106 876
Dazzle™ & Posy™TCE 000s714 392
OtherTCE 000s132 92
To t a lTCE 000s2 ,737 2,186
Growth%25%25%
% premium74%72%
Traditional varieties
BraeburnTCE 000s119 134
Royal GalaTCE 000s322 316
OtherTCE 000s502 397
To t a lTCE 000s944 847
Growth%11%(15%)
Total Mr Apple owned and leased orchardsTCE 000s3,681 3,033
Growth%21%11%
Prices by Variety (NZD / TCE (FOB))
Weighted average price for premium varietiesNZD / TCE 52.7 45.6
Weighted average price for traditional varietiesNZD / TCE 41.1 3 7. 6
Total weighted average priceNZD / TCE 49.7 43.4
Volumes of Premium and Traditional varieties in 2025 were up 25 per cent and 11 per cent respectively.
Premium apple volumes accounted for 74 per cent of export apples sold in 2025, an increase on 2024 and continuing our 10-year
upward trend. This aligns with our strategy, positioning us in the right direction to meet our target Premium volume percentage.
Premium apple volumes in 2025 were significantly higher than all previous years and 16 per cent higher than 2021, which was our
previous record year. Pleasingly, this included significant growth in Dazzle
TM
and Posy
TM
sales.
We achieved increases in pricing for both our Premium and Traditional variety apples. This was helped by strong demand for our
apples in our key markets and by the Bostock orchards, which performed ahead of our initial expectations. Favourable exchange rates
were also a positive factor and pricing also benefited from targeted marketing and promotional activity.
Annual Report - Year Ended 31 December 2025
Divisional Overview - Horticulture / 33
Movement in Premium Volumes by Variety (TCE 000s)
NZ QueenPink LadyDazzle™ & Posy™High Colour Fuji & Royal GalaOther
2,500
2,000
1,500
1,000
500
0
2,737
2025
1,742
2,186
2,196
2,366
2,238
2,161
1,901
1,616
1,656
2023
20242022202120202019201820172016
Mr Apple Own Export Volume (TCE 000s)
Premium VarietiesTraditional VarietiesPremium volumes as % of total
2,500
3,000
3,500
4,000
2,000
1,500
1,000
500
0
50%
60%
70%
80%
40%
30%
20%
10%
0%
3,681
2025
3,546
3,545
3,822
3,651
2,733
3,033
202320242022202120202019201820172016
3,324
3,867
3,915
Scales Corporation Limited
34 / Divisional Overview - Horticulture
Premium VarietiesTraditional Varieties
3,000
4,000
2,000
1,000
0
2028F
3,700
202220212023202420252026F2027F
3,651
2,733
3,033
3,681
3,500
3,700
3,324
Forecast Volumes
It is currently projected that Premium varieties will account for approximately 80 per cent of export volumes by 2027 as a result of:
• The integration of the Bostock orchards
• Mr Apple’s ongoing orchard redevelopment programme
• Development of new Premium apple varieties, which are being grafted onto existing trees and are expected to supply a new wave of growth
The graph below depicts our actual apple volumes from 2020 to 2025 and our forecast volumes from 2026 to 2028.
Markets
Our apples are sought after around the world, with Mr Apple selling to over 130 customers in over 20 countries.
Sales into the Asia and Middle East markets comprised 84 per cent of total export fruit sold, an increase compared to last year
(2024: 79 per cent). Marketing, sales promotions and customer support in these key markets supported the volume increases.
Asia & Middle EastEuropeNorth AmericaUK
Mr Apple - Sales by Region (TCEs)
20242025
3%
4%
8%
5%
79%
84%
10%
7%
Divisional Overview - Horticulture / 35
Annual Report - Year Ended 31 December 2025
Marketing and Branding Developments
We continue to develop not only the Mr Apple brand, but also the high value variety brands such as Dazzle
TM
and Posy
TM
, which achieve
significantly higher NZD FOB prices than Traditional varieties. A selection of consumer marketing activities carried out by our Mr
Apple team to support this strategy included:
• Relaunching our Tmall store, the Alibaba business-to-consumer online marketplace
• Launching Mr Apple channels on RedNote and Douyin, two Chinese social media and e-commerce platforms
• Continuing to provide Dazzle
TM
sponsorship of active events
• Continuing with metro advertising in Shanghai, Guangzhou and Taipei to reach busy commuters
• Launching a store locator on Mr Apple’s official WeChat page to help consumers find our apples with our retail partners
Overall, the team more than doubled Mr Apple’s branded presence in retail stores across our South-East Asian Markets, increased its
in-store point-of-sale material 10-fold and trebled its in-store sampling sessions.
Some of these activities are illustrated in the pictures below.
2026
Outlook
Picking and packing is progressing at Mr Apple for
the 2026 season, with an export crop of around
3.5 million TCEs being forecast. Pricing is forecast
to be positive due to several factors including more
favourable exchange rates. Profruit is also continuing
to experience positive demand.
Dazzle
TM
sponsorship
Dazzle
TM
sponsorship
Scales Corporation Limited
36 / Divisional Overview - Horticulture
Guangzhou and Shanghai metro advertising
Mini show for Queen launch in Hema stores
Annual Report - Year Ended 31 December 2025
Divisional Overview - Horticulture / 37
Operational and Financial Performance
The key operational metrics and the summarised financial performance for the Logistics division for 2025 and 2024 are shown below.
20252024
Key Operational Metrics
Ocean freight volumeTEUs31,468 30,068
Airfreight volumeMT13 ,769 7, 6 1 5
Financial Performance$000's$000's
Revenue119,278 98 ,797
Underlying Logistics EBITDA 7, 5 97 6,884
Depreciation and amortisation(320)(293)
Depreciation of right-of-use assets(791)(731)
Underlying Logistics EBIT6,486 5,860
Logistics EBITDA 7, 5 97 6,884
Logistics EBIT6,486 5,860
Capital employed9,54411,171
ROCE62.6%54.1%
Logistics produced another record result in 2025. Revenue increased 21 per cent to $119.3 million (2024: $98.8 million) and Underlying
EBITDA increased 10 per cent to a record $7.6 million (2024: $6.9 million).
Both ocean freight and airfreight volumes were up on last year, at 5 per cent and 81 per cent respectively, due to continued growth in
the dairy sector as well as the division benefitting from good growing seasons for both apples and cherries.
Its strategy of supporting both internal and external customers is proving to be beneficial to its growth.
NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.
Overview
The services of Scales Logistics include:
• Ocean freight services to exporters and importers of perishable products, with offices in
Auckland, Christchurch, Tauranga, Hawke’s Bay and Melbourne
• Airfreight services, including chiller and warehousing facilities in both Christchurch and Auckland
Logistics
2026
Outlook
We expect Logistics to continue to contribute
positively in 2026, both financially and strategically, as
we continue to navigate volatility in some trade lanes.
Airfreight demand has been strong in the year-to-date.
Scales Corporation Limited
38 / Divisional Overview - Logistics
Divisional Overview - Logistics / 39
Annual Report - Year Ended 31 December 2025
GroupGlobal Proteins
2025202420252024
(Restated)
$000's$000's$000's$000's
Underlying EBITDA (excluding NZ IFRS 16)124,355 79,366 73,521 55,250
NZ IFRS 16 Leases8,560 12,338 344 103
NZ IFRS 16 Leases - normalisation4,713 - - -
Underlying EBITDA (including NZ IFRS 16)1 3 7, 6 2 8 91,704 73,865 55,353
Other adjustments:
Reversal of impairment/(impairment) of
non-current assets
3,334 (2,707) - -
Cyclone Gabrielle - net costs and proceeds -183 - -
(Loss)/gain on sale(107)4,934 - -
Equity settled employee benefits(1,169)(710) - -
FX loss3,277 - - -
Fayman acquisition and equity accounting22,041 (1,606)22,041 (1,606)
Profruit acquisition and equity accounting(524)(781) - -
Equity accounting losses not recognised2,925 1,755 2,925 1,755
Change in fair value gain on apple inventory4,579 (1,139) - -
Change in gross liability for non-controlling
interests and joint venture options
-(2,515) -(2,515)
Transaction costs(2,123)(1,241) - -
Reported EBITDA169,862 87,876 98,831 52,987
Underlying EBIT (excluding NZ IFRS 16)105,965 65,876 6 8 , 974 53,597
NZ IFRS 16 Leases(2,240)3,053 78 35
NZ IFRS 16 Leases - normalisation4,713 - - -
Underlying EBIT (including NZ IFRS 16)108,438 68,928 69,052 53,632
Other adjustments:
Reversal of impairment/(impairment) of
non-current assets
3,334 (2,707) - -
Cyclone Gabrielle - net costs and proceeds -183 - -
(Loss)/gain on sale(107)4,934 - -
Equity settled employee benefits(1,169)(710) - -
FX loss3,277 - - -
Fayman acquisition and equity accounting2 3 ,74 9 (1,606)2 3 ,74 9 (1,606)
Profruit acquisition and equity accounting(524)(364) - -
Equity accounting losses not recognised2,925 1,755 2,925 1,755
Change in fair value gain on apple inventory4,579 (1,139) - -
Change in gross liability for non-controlling
interests and joint venture options
-(2,515) -(2,515)
Transaction costs(2,123)(1,241) - -
Reported EBIT142,379 65,517 95,726 51,266
The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.
Reconciliation of Underlying to Reported Profit Measures
Please note that figures in the table above may not sum due to rounding
Scales Corporation Limited
40 / Divisional Overview
HorticultureLogisticsCorporate and eliminations
202520242025202420252024
(Restated)
$000's$000's$000's$000's$000's$000's
53,656 26,778 6,395 5,725 (9,217)(8,387)
6,851 10,916 1,201 1,159 163 160
4,713 - - - - -
65,220 3 7, 6 9 4 7, 5 97 6,884 (9,055)(8,227)
3,334 (2,707) - - - -
-183 - - - -
(107)4,934 - - - -
- - - -(1,169)(710)
3,277 - - - - -
- - - - - -
(524)(781) - - - -
- - - - - -
4,579 (1,139) - - - -
- - - - - -
(504)(4 6 8) - -(1,619)(772)
75,275 3 7,7 1 5 7, 5 97 6,884 (11,842)(9,711)
40,172 15,273 6,076 5,432 (9,256)(8,427)
(2,770)2,549 410 428 42 41
4,713 - - - - -
42,115 17, 8 2 3 6,486 5,860 (9,215)(8,386)
3,334 (2,707) - - - -
-183 - - - -
(107)4,934 - - - -
- - - -(1,169)(710)
3,277 - - - - -
- - - - - -
(524)(364) - - - -
- - - - - -
4,579 (1,139) - - - -
- - - - - -
(504)(4 6 8) - -(1,619)(772)
52,169 18,261 6,486 5,860 (12,002)(9,869)
Divisional Overview / 41
Annual Report - Year Ended 31 December 2025
GroupGlobal Proteins
2025202420252024
(Restated)
$000's$000's$000's$000's
Underlying NPAT (excluding NZ IFRS 16)79,226 53,888 54,614 46,689
NZ IFRS 16 Leases, net of tax(5,025)(518)(51)13
NZ IFRS 16 Leases - normalisation, net of tax3,393 - - -
Underlying NPAT (including NZ IFRS 16)77,594 53,369 54,562 46,702
Other adjustments:
Reversal of impairment/(impairment) of
non-current assets
3,334 (2,707) - -
Cyclone Gabrielle - net costs and proceeds -183 - -
(Loss)/gain on sale(107)4,934 - -
Equity settled employee benefits(1,08 4)(710) - -
FX loss3,277 - - -
Fayman acquisition and equity accounting31,550 (1,141)31,550 (1,141)
Profruit acquisition and equity accounting(378)(168) - -
Equity accounting losses not recognised2,925 1,755 2,925 1,755
Change in fair value gain on apple inventory4,579 (1,139) - -
Change in gross liability for non-controlling
interests and joint venture options
-(2,515) -(2,515)
Transaction costs(2,123)(1,241) - -
Tax deduction change for buildings -(2,065) - -
Tax effect of other NZ IFRS adjustments(1,871)1,094 (959)(528)
Reported NPAT117, 6 9 8 49,648 88,078 44,273
Underlying NPATAS (excluding NZ IFRS 16)63,465 34,576 38,853 2 7, 3 7 7
NZ IFRS 16 Leases, net of tax(5,025)(518)(51)13
NZ IFRS 16 Leases - normalisation, net of tax3,393 - - -
Underlying NPATAS (including NZ IFRS 16)61,834 34,058 38,802 27,391
Other adjustments:
Reversal of impairment/(impairment) of
non-current assets
3,334 (2,707) - -
Cyclone Gabrielle - net costs and proceeds -183 - -
(Loss)/gain on sale(107)4,934 - -
Equity settled employee benefits(1,08 4)(710) - -
FX loss3,277 - - -
Fayman acquisition and equity accounting31,651(1,141)31,651(1,141)
Profruit acquisition and equity accounting(378)(168) - -
Shelby acquisition(1,051) -(1,051) -
Equity accounting losses not recognised2,925 1,755 2,925 1,755
Change in fair value gain on apple inventory4,579 (1,139) - -
Change in gross liability for non-controlling
interests and joint venture options
-(2,515) -(2,515)
Transaction costs(2,123)(1,241) - -
Tax deduction change for buildings -(2,065) - -
Tax effect of other NZ IFRS adjustments(1,871)1,094 (959)(528)
Reported NPAT Attributable to Shareholders100,988 30,337 71,368 24,961
The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.
Reconciliation of Underlying to Reported Profit Measures (continued)
Please note that figures in the table above may not sum due to rounding
Scales Corporation Limited
42 / Divisional Overview
HorticultureLogisticsCorporate and eliminations
202520242025202420252024
(Restated)
$000's$000's$000's$000's$000's$000's
2 7, 8 0 6 11,022 4,398 3,877 ( 7, 5 9 2 )(7,701)
(4, 826)(361)(13 4)(153)(13)(18)
3,393 - - - - -
26,373 10,661 4,264 3,725 ( 7, 6 0 5)( 7,7 1 8)
3,334 (2,707) - - - -
-183 - - - -
(107)4,934 - - - -
- - - -(1,08 4)(710)
3,277 - - - - -
- - - - - -
(378)(168) - - - -
- - - - - -
4,579 (1,139) - - - -
- - - - - -
(504)(4 6 8) - -(1,619)(772)
-(2,065) - - - -
(912)1,622 - - - -
35,662 10,852 4,264 3,725 (10,308)(9,201)
2 7, 8 0 6 11,022 4,398 3,877 ( 7, 5 9 2 )(7,701)
(4, 826)(361)(13 4)(153)(13)(18)
3,393 - - - - -
26,373 10,661 4,264 3,725 ( 7, 6 0 5)( 7,7 1 8)
3,334 (2,707) - - - -
-183 - - - -
(107)4,934 - - - -
- - - -(1,08 4)(710)
3,277 - - - - -
- - - - - -
(378)(168) - - - -
- - - - - -
- - - - - -
4,579 (1,139) - - - -
- - - - - -
(504)(4 6 8) - -(1,619)(772)
-(2,065) - - - -
(912)1,622 - - - -
35,662 10,852 4,264 3,725 (10,308)(9,201)
Divisional Overview / 43
Annual Report - Year Ended 31 December 2025
Scales Corporation Limited
44
Annual Report - Year Ended 31 December 2025
45
Leadership
Scales Corporation Limited
46 / Leadership Profiles
Management Profiles
Andy Borland
Managing Director
Andy joined Scales in 2007 and
became Managing Director in 2011.
Andy’s full biography is set out in
the following section.
Brett Frankel
President Shelby Foods
Brett established Shelby Foods in 2007 and
has been its President since inception. Brett
has over 25 years’ experience in petfood,
having had a senior procurement role prior
to starting Shelby. He also represents the
third generation of family involvement in the
sector, following in the footsteps of both his
father and grandfather.
Tim Harty
General Manager Meateor Pet Foods
Tim was appointed General Manager
at the inception of the JV with Alliance
in 2019. Tim has had over 20 years’
experience in the export meat industry, in
marketing and operational roles, both in
New Zealand and overseas.
Steve Kennelly
Chief Financial Officer
Steve has been with Scales since 1993 in
a variety of accounting and financial roles.
As CFO, Steve is responsible for finance,
funding, legal, company secretarial and
information technology. Steve is a member
of Chartered Accountants Australia and
New Zealand.
Chantelle Ramage
General Manager Profruit
Chantelle has been with Profruit for
19 years, including 17 as General Manager.
Prior to that Chantelle held Production
Manager and Technical Manager roles
with the Company. Chantelle graduated
from Lincoln University with a Bachelor of
Science, majoring in Food.
Kent Ritchie
CEO Scales Logistics
Kent joined Scales in 1998 and has spent
over 35 years in the shipping industry.
He has been involved in setting up
shipping services from New Zealand, has
experience in all aspects of the transport
industry and has led Scales’ expansion
into the logistics arena.
John Sainsbury
CEO Meateor Group
John has been with Meateor in various
management roles for over 20 years.
Prior to that, John worked in senior
management, marketing and operational
roles in the United States. John was
appointed CEO of Meateor Foods in 2015,
and CEO of Meateor Group in 2019.
Geoff Smith
CEO Horticulture and Logistics
Geoff joined Scales in 2022 from Zespri
where he was Head of New Zealand
Supply. Geoff has extensive experience
across a variety of agribusinesses,
particularly in operations, supply chain,
strategy and investment. Geoff has both
an Honours degree and Doctorate from
Lincoln University.
Andrew van Workum
CEO Mr Apple
Andrew has worked in the apple
industry for over 35 years. He joined
Mr Apple at its inception in 2001 and
prior to that was General Manager
of Mr Apple’s predecessor, Grocorp
Pacific Limited, where he worked for
16 years. He has extensive experience
in the production aspects of the apple
industry and was previously a Director
of Pipfruit New Zealand.
Hamish Davis
Managing Director Fern Ridge Fresh
Hamish joined Fern Ridge in 2001,
becoming Managing Director in 2008.
He has over 35 years’ experience in the
growing and post-harvest sectors of the
apple industry and remains very active in
export sales for the company.
Nadine Tunley
Chief Risk Officer
Nadine was appointed as Scales’ Chief
Risk Officer during 2024. Nadine was
previously a director of Scales and was
also Chair of Scales’ Health & Safety and
Sustainability Committee. Nadine has
extensive primary industry management
and governance experience.
Leadership Profiles / 47
Annual Report - Year Ended 31 December 2025
In order from left to right:
Board of Directors
Mike was appointed to the Board in
April 2023. Mike has over 30 years’
management and governance
experience in the agribusiness
sector. Mike is currently a director
of ANZCO Foods Limited and Kelso
Genetics Limited and Chairs the
Tukituki Water Security Project,
alongside advisory roles with a
number of other privately owned and
publicly listed companies. Mike was
previously Chair of Beef + Lamb New
Zealand and was also New Zealand’s
Special Agricultural Trade Envoy for
6 years. Mike is a member of Scales’
Nominations and Remuneration
Committee and Scales’ Finance and
Treasury Committee.
Mike Petersen
Non-Executive Independent Chair
Tony was appointed to the Board in
August 2023, having previously been
a Director of Scales from 2011 to 2014.
Tony has a private equity and investment
banking background, in New Zealand with
Evergreen Partners and Direct Capital,
and in London with HSBC Investment
Bank. Tony is currently an Independent
Non-Executive Director of Briscoe Group
Limited, where he is also Chair of the Audit
& Risk Committee. In addition to this role,
Tony is currently a Partner and Director of
Evergreen Partners and a Non-Executive
Director of NZ Fine Touring Group. Tony
is Chair of Scales’ Nominations and
Remuneration Committee and of Scales’
Finance and Treasury Committee. Tony is
also a member of Scales’ Audit and Risk
Management Committee.
Tony Batterton
Non-Executive Independent Director
Nick was elected to the Board in
2014, having been appointed a
Director of both Scales’ Storage
& Logistics division and Meateor
in 2012. Nick was previously the
Managing Director and was one of
the founding shareholders of Hellers
Limited, New Zealand’s largest bacon,
ham and small goods company. Nick
is currently the Managing Director
of Harris Farms and Glenturret Farm
in Cheviot, North Canterbury, and is
also a Shareholder and Director of
several private companies. Nick is
a member of Scales’ Audit and Risk
Management Committee.
Nick Harris
Non-Executive Independent Director
Scales Corporation Limited
48 / Leadership Profiles
Paul was appointed to the Board in
2025. Paul has extensive governance
experience from a wide range of
public and private entities. Prior to
his governance career Paul spent
24 years with Deloitte as a Corporate
Finance Partner, primarily working
with large corporates, leading projects
and M&A assignments. Following his
time with Deloitte, Paul was CEO of
Christchurch City Holdings Limited.
Paul is currently a Director of New
Zealand King Salmon Limited, where
he is also Chair of the Audit, Finance,
Risk and Project Development
Committee. In addition to this role,
Paul is currently Chair or a Director
of a number of private companies.
Paul is Chair of Scales’ Audit and Risk
Management Committee.
Paul Munro
Non-Executive Independent Director
Andy joined Scales in 2007 and
became Managing Director in 2011.
Prior to joining Scales he had a
20-year career in banking, with his
final role being Head of Corporate
at Westpac New Zealand. Andy
has overall responsibility for the
strategic direction and day-to-day
management of Scales. In addition
to his Directorships of the Group,
Andy is currently the Chair of Primary
Collaboration New Zealand Limited
and Primary Collaboration New
Zealand (Shanghai) Co. Limited. Andy
is a member of Scales’ Finance and
Treasury Committee and Scales’
Health & Safety and Sustainability
Committee.
Andrew (Andy) Borland
Executive Director
Miranda was appointed to the Board
in August 2022. Miranda has over
20 years' executive and
entrepreneurial experience, centered
on fast moving consumer goods in
New Zealand and globally, including
as the Global Marketing Manager
for Pernod Ricard and co-founder of
Food Nation, a New Zealand based
food manufacturer producing plant-
powered products. Miranda is currently
Executive Chair of Cyprus Enterprises
which operates in covered crops and
intensive horticulture in New Zealand.
Miranda is Chair of Scales’ Health &
Safety and Sustainability Committee.
Miranda Burdon
Non-Executive Independent Director
Leadership Profiles / 49
Annual Report - Year Ended 31 December 2025
Financial
Statements
Scales Corporation Limited
50 / Financial Statements
Contents
Comprehensive income
The income earned and operating expenditure
incurred by the Scales Group during the financial year
(profit or loss) followed by the other comprehensive
income or loss that is taken to reserves in equity.
52
Changes in equity
The opening balance, details of movements during
the year and the balance of each component of
shareholders’ equity at the end of the financial year.
54
Financial position
The Scales Group assets, liabilities and equity
at the end of the financial year.
55
Cash flows
Cash generated and used in the operating, investing
and financing activities of the Scales Group.
56
Notes to the financial statements 59
A. Segment information 61
B. Financial performance64
B1. Revenue
B2. Cost of sales, administration and operating expenses
B3. Other income and losses
B4. Finance cost
B5. Taxation
B6. Foreign currency transactions
C. Key assets 69
C1. Property, plant and equipment
C2. Unharvested agricultural produce
C3. Investments accounted for using the equity method
C4. Goodwill
C5. Inventories
C6. Impairment of assets
C7. S o f t wa r e
D. Capital funding 79
D1. Share capital
D2. Reserves
D3. Dividends attributable to equity holders of the company
D4. Imputation credit account
D5. Earnings per share
E. Financial assets and liabilities 83
E1. Trade and other receivables
E2. Other financial assets
E3. Trade and other payables
E4. Borrowings
E5. Other financial liabilities
E6. Interest rate risk
E7. Foreign currency risk
E8. Categories of financial instruments
E9. Maturity profile of financial liabilities
F. Group structure 90
F1. Subsidiary companies
F2. Non-controlling interests
F3. Acquisition of Australian entities
G. Other 98
G1. Capital commitments
G2. Leases
G3. Related party disclosures
G4. Contingent liabilities
G5. Events occurring after balance date
H. Correction of error and resulting
restatement
102
Financial Statements / 51
Annual Report - Year Ended 31 December 2025
2025
$000’s
2024
$000’s
Note
(Restated)*
RevenueB1899,949 584,627
Cost of salesB2(700,212)(4 3 9,602)
199,737 145,025
Administration and operating expensesB2(81,356)(64, 23 4)
Impairment of property, plant and equipmentC13,118 (2,949)
Share of profit of entities accounted for using the equity methodC38,219 6,402
Other incomeB340,596 7, 8 1 0
Other lossesB3(4 52)(4,178)
EBITDA169,862 87,876
AmortisationC7(1,072)( 74 4)
DepreciationC1(15,611)(12,330)
Depreciation of right-of-use assetG2(10,799)(9,285)
EBIT142,380 65,517
Finance revenue3,036 3,465
Finance costB4(5,383)(4, 819)
Finance cost of lease liabilityG2(4 ,74 0)(3 ,7 74)
Profit before income tax expense135,293 60,389
Income tax expenseB5(17,595)(1 0 ,741)
Profit for the year117, 6 9 8 49,648
Profit for the year is attributable to:
Equity holders of the Company100,988 30,337
Non-controlling interests16,710 19,311
117, 6 9 8 49,648
Earnings per share attributable to equity holders of the company:
Basic earnings per share (cents)D570.7 21.3
Diluted earnings per share (cents)D570.2 21.3
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
* The restatements to comparative period are explained in Section H.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
Scales Corporation Limited
52 / Financial Statements
2025
$000’s
2024
$000’s
Note(Restated)*
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Gain (loss) on cash flow hedges17,176 (41,941)
Income tax relating to cash flow hedges (4,855)1 1 ,74 3
Share of other comprehensive income (loss) of joint ventures C32,661 (4,473)
Income tax relating to share of other comprehensive income of joint venturesC3(242)452
Foreign exchange gain on translating foreign operations 1,584 3,630
16,324 (30,589)
Items that will not be reclassified to profit or loss:
Revaluation of land and buildings (2,664)(110)
Income tax relating to buildings782 (1,736)
Revaluation of apple trees(2,718)14,915
Income tax relating to apple trees761 (4,176)
Deferred tax effect on sale of buildings186 821
Remeasurement of net defined benefit liability406 487
Income tax relating to remeasurement of net defined benefit liability(67)( 74)
(3,314)10,127
Other comprehensive income (loss) for the year13,010 (20,462)
Total comprehensive income for the year130,708 29,186
Total comprehensive income for the year attributable to:
Equity holders of the Company113,836 9,680
Non-controlling interests16,872 19,506
130,708 29,186
Consolidated Statement of Comprehensive Income (continued)
for the year ended 31 December 2025
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
* The restatements to comparative period are explained in Section H.
Financial Statements / 53
Annual Report - Year Ended 31 December 2025
Share
capitalReserves
Retained
earnings
Attributable
to owners of
the Company
Non-
controlling
interestsTo t a l
Note$000's$000's$000's$000's$000's$000's
Balance at 1 January 2024103,445 99,435 170,472 373,352 11,596 384,948
Correction of error adjustmentH3,887 (4 01)3,486 3,486
Balance at 1 January 2024 (Restated)*103,445 103,322 170,071 376,838 11,596 388,434
Profit for the year (Restated)*- - 30,337 30,337 19,311 49,648
Other comprehensive loss for the year
(Restated)*- (20,657)- (20,657)195 (20,462)
Total comprehensive income for the year
(Restated)*- (20,657)30,337 9,680 19,506 29,186
Reclassification of revaluation reserveD2- (16,182)16,182 - - -
Recognition of share-based paymentsD2- 710 - 710 - 710
Shares soldD1256 - - 256 - 256
Shares fully vestedD1, D22,070 (578)(221)1,271 - 1,271
DividendsD3- - (1 6 , 3 74)(1 6 , 3 74)(17,175)(33,549)
Balance at 31 December 2024 (Restated)*105,771 66,615 199,995 372,381 13,927 386,308
Profit for the year- - 100,988 100,988 16,710 1 1 7, 6 9 8
Other comprehensive income for the year- 12,848 - 12,848 162 13,010
Total comprehensive income for the year- 12,848 100,988 113,836 16,872 130,708
Reclassification of revaluation reserveD2- (8,278)8,278 - - -
Recognition of share-based paymentsD2- 1,169 - 1,169 - 1,169
Shares issuedD15,996 - - 5,996 - 5,996
Shares fully vestedD1, D21,663 (679)(127)857 - 857
Income tax relating to share-based
paymentsD1, D2- 1,398 - 1,398 - 1,398
DividendsD3- - (29,079)(29,079)(14,846)(4 3 ,925)
Movements of non-controlling interest- - (22,915)(22,915)(3,080)(25,995)
Balance at 31 December 2025113,430 73,073 257,140 443,643 12,873 456,516
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
* The restatements to comparative periods are explained in Section H.
Scales Corporation Limited
54 / Financial Statements
202520242023
Note$000's$000's
(Restated)*
$000’s
(Restated)*
EQUITY
Share capitalD1113,430 105,771 103,445
ReservesD273,073 66,615 103,322
Retained earnings2 5 7,1 4 0 199,995 170,071
Equity attributable to Scales Corporation Limited shareholders443,643 372,381 376,838
Equity attributable to non-controlling interestsF212,873 13,927 11,596
T O TA L EQ U I T Y456,516 386,308 388,434
CURRENT ASSETS
Cash and bank balances64,672 53,753 7 7, 6 3 8
Trade and other receivablesE171,557 38,025 34,029
Current tax assets701 5,363 3,938
Other financial assetsE24,686 2,230 5,989
Unharvested agricultural produceC230,602 26,648 24,222
InventoriesC5119,618 24,962 29,543
Prepayments6,015 3,876 4,337
2 97, 8 51 154,857 179,696
Assets held for sale- 19,100 -
TOTAL CURRENT ASSETS2 97, 8 51 173,957 179,696
NON-CURRENT ASSETS
Property, plant and equipmentC1275,331 245,344 226,060
Investments accounted for using the equity methodC322,439 57,212 63,902
GoodwillC4168,820 40,630 36,972
Defined benefit plan net asset1,063 597 60
Other financial assetsE233,263 3 7,1 8 8 29,077
SoftwareC71,230 1,055 1,160
Right-of-use assetG299,856 59,597 49,572
TOTAL NON-CURRENT ASSETS602,002 441,623 406,803
T O TA L A S S E T S899,853 615,580 586,499
CURRENT LIABILITIES
Trade and other payablesE37 7, 0 3 5 29,852 26,446
Dividend declaredD31 7, 9 97 10,332 6,041
BorrowingsE463 ,759 - -
Purchase price payableF38,140 - -
Current tax liabilities6,986 397 616
Other financial liabilitiesE56,812 41,918 18,524
Lease liabilityG215,971 13,464 10,963
TOTAL CURRENT LIABILITIES196,700 95,963 62,590
NON-CURRENT LIABILITIES
BorrowingsE484,982 41,259 65,647
Purchase price payableF32 8 , 5 74 - -
Deferred tax liabilitiesB520,970 20,441 18,459
Other financial liabilitiesE514,449 18,688 6,699
Lease liabilityG297, 6 6 2 52,921 4 4,670
TOTAL NON-CURRENT LIABILITIES246,637 133,309 135,475
TOTAL LIABILITIES443,337 229,272 198,065
NET ASSETS456,516 386,308 388,434
Consolidated Statement of Financial Position
as at 31 December 2025
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
* The restatements to comparative periods are explained in Section H.
Financial Statements / 55
Annual Report - Year Ended 31 December 2025
20252024
Note$000's$000's
Cash flows from operating activities
Cash was provided from:
Receipts from customers886,728 590,424
Government grants received- 25
Dividends and distributions received2,733 1,546
Interest received2,602 3,000
892,063 594,995
Cash was disbursed to:
Payments to suppliers and employees(776,062)(481,705)
Interest paid(10,123)(8,593)
Income tax paid(10,113)( 7,1 4 0)
(796,298)(4 97, 4 3 8)
Net cash provided by operating activities95,765 97,557
Cash flows from investing activities
Cash was provided from:
Advances repaid544 261
Sale of property, plant and equipment and software24,183 34,000
24,727 34,261
Cash was applied to:
Purchase of property, plant and equipmentC1(20,903)(54,433)
Purchase of softwareC7(1,247)(507)
Purchase of financial instruments(150)-
Acquisition of non-controlling interestF2(41,4 3 4)-
Acquisition of subsidiary, net of cash acquiredF3(38,120)(11,080)
Advances to joint ventures(4, 201)(1 7, 3 3 8)
(106,055)(83,358)
Net cash used in investing activities(81,328)(4 9,0 97)
Cash flows from financing activities
Cash was provided from:
Treasury stock sold- 256
Drawdowns of seasonal facility borrowingsE434,000 25,500
Net drawdowns of trade finance facility borrowingsE413,548 -
Drawdowns of term facility borrowingsE440,732 56,000
88,280 81,756
Cash was applied to:
Dividends paidD3(21,414)(12,083)
Dividends paid to non-controlling interestsF2(14,846)(17,175)
Repayment of related party loanF3(13,234)-
Repayments of lease liabilitiesG2(8 ,4 64)(9,075)
Repayments of seasonal facility borrowingsE4(34,000)(28,937)
Repayments of term facility borrowingsE4(715)(87,087)
(92,673)(154,357)
Net cash used in financing activities(4,393)(72,601)
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
Scales Corporation Limited
56 / Financial Statements
Consolidated Statement of Cash Flows (continued)
for the year ended 31 December 2025
20252024
$000's$000's
Net increase (decrease) in cash10,044 (24,141)
Net foreign exchange difference875 256
Cash and cash equivalents at the beginning of the year53,753 7 7, 6 3 8
Cash and cash equivalents at the end of the year64,672 53,753
Represented by:
Cash and bank balances 64,672 53,753
Cash and cash equivalents at the end of the year64,672 53,753
Net cash generated by operating activities
Reconciliation of profit for the year to net cash generated by operating activities:
Profit for the year 117, 6 9 8 49,648
Non-cash items:
Depreciation (including on right-of-use asset)26,410 21,615
Gain on lease modification(59)(79)
Gain on rights transferred(187)(3,113)
(Impairment reversal) impairment on revaluation(3,118)2,949
Amortisation 1,072 74 4
Share of equity accounted results(8,219)(6,402)
Gain on fair value of equity instrument(4 0, 262)(3,367)
Hedging instruments(4, 3 35)4,790
Loss (gain) on disposal of property, plant and equipment1 74 (1,225)
Share-based payments1,169 710
Change in value of call and put options- 2,515
Deferred tax(3,413)6,304
Interest capitalised into loans(4 3 4)(4 65)
Fair value loss on interest-free related party loans, net of interest income278 1,663
Foreign exchange on related party loans(575)(682)
Operating cash receipts not included in profit for the year:
Dividends received from equity accounted entities2,645 1,545
Changes in net assets and liabilities:
Trade and other receivables(8,898)1,009
Unharvested agricultural produce(3 ,954)(2,426)
Inventories 6,901 24,175
Prepayments(94)884
Trade and other payables2,071 (532)
Current tax assets and liabilities10,895 (2,703)
Net cash provided by operating activities95,765 97, 5 57
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
Financial Statements / 57
Annual Report - Year Ended 31 December 2025
Andy Borland, Managing Director Mike Petersen, Chair
Statement of Cash Flows
For the purpose of the statement of cash flows, cash and cash equivalents include cash and bank balances.
The following terms are used in the statement of cash flows:
Operating activities are the principal revenue producing activities of the Group and other activities that are not investing or
financing activities.
Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of
the Group.
For and on behalf of the Board of Directors who authorised the issue of the financial statements on 24 February 2026.
Consolidated Statement of Cash Flows (continued)
for the year ended 31 December 2025
The notes to the financial statements on pages 59 to 102 form part of and should be read in conjunction with this statement.
Scales Corporation Limited
58 / Financial Statements
About This Report
Notes to the financial statements
The notes to the financial statements include information which is considered relevant and material to assist the reader in understanding
the financial performance and financial position of the Scales Corporation Limited Group (Scales or the Group). Information is
considered relevant and material if:
• the amount is significant because of its size and nature;
• it is important for understanding the results of Scales;
• it helps to explain changes in Scales’ business; or
• it relates to an aspect of Scales’ operations that is important to future performance.
Reporting entity
Scales Corporation Limited (the Company) is a for-profit entity domiciled and registered under the Companies Act 1993 in New
Zealand. It is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013. The Group consists of Scales
Corporation Limited, its subsidiaries and joint ventures. The principal activities of the Group are to manufacture and trade food
ingredients, grow apples, operate processing facilities, export products, provide logistics services and provide insurance services to
companies within the Group.
Basis of preparation
The financial statements have been prepared:
• in accordance with Generally Accepted Accounting Practice (GAAP), IFRS Accounting Standards (IFRS), the New Zealand
equivalents to IFRS Accounting Standards (NZ IFRS) and other applicable financial reporting standards, as appropriate for a Tier 1
for-profit entity;
• in accordance with the requirements of the Financial Markets Conduct Act 2013;
• in accordance with accounting policies that are consistent with those applied in the previous year;
• on the basis of historical cost, except for certain assets and financial instruments that are measured at fair values; and
• in New Zealand dollars with all values rounded to the nearest thousand dollars.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or liability, the Group takes into account the characteristics of the asset or liability if
market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs
to the fair value measurements are observable. The levels are described as:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
• Level 2 inputs are inputs, other than quoted prices within Level 1, that are observable for the asset or liability, either directly or indirectly;
and
• Level 3 inputs are unobservable inputs for the asset or liability.
Key judgements and estimates
In the process of applying the Group’s accounting policies and the application of financial reporting standards, Scales has made a
number of judgements and estimates. The estimates and underlying assumptions are based on historical experience and various
other factors that are considered to be appropriate under the circumstances. Actual results may differ from these estimates.
Judgements and estimates which are considered material to understanding the performance of Scales are explained in the following
notes:
• Apple trees in note C1;
• Unharvested agricultural produce in note C2;
• Assessment of Group goodwill for impairment in note C4;
• Fair value of assets acquired in the Australian entities in note F3.
Notes to the consolidated financial statements
for the year ended 31 December 2025
Notes to the financial statements / 59
Annual Report - Year Ended 31 December 2025
About This Report (continued)
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and its subsidiaries (being entities controlled by
Scales Corporation Limited), and the equity accounted result, assets and liabilities of the joint ventures.
The financial statements of members of the Group are prepared for the same reporting period as the parent company, using
consistent accounting policies.
In preparing the Group financial statements, all material intra-group transactions, balances, income, expenses and cash flows have
been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is lost.
Other accounting policies
Other accounting policies that are relevant to an understanding of the financial statements are provided throughout the notes to the
financial statements.
Adoption of new and revised standards and interpretations; standards and interpretations issued but not yet effective
All mandatory amendments and interpretations have been adopted in the current year. None had a material impact on these financial
statements.
NZ IFRS 18 Presentation and Disclosure in Financial Statements has been issued and is effective for the financial reporting periods
starting on 1 January 2027, with an early adoption permitted.
NZ IFRS 18 replaces NZ IAS 1 Presentation of Financial Statements, carrying forward many of the requirements in NZ IAS 1 unchanged
and complementing them with new requirements. In addition, some NZ IAS 1 paragraphs have been moved to NZ IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors and NZ IFRS 7 Financial Instruments: Disclosures. Furthermore, there were
minor amendments to NZ IAS 7 Statement of Cash Flows and NZ IAS 33 Earnings Per Share.
NZ IFRS 18 introduces new requirements to:
• present specified categories and defined subtotals in the statement of profit or loss
• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements; and
• improve aggregation and disaggregation.
The amendments to NZ IAS 7 and NZ IAS 33, as well as the revised NZ IAS 8 and NZ IFRS 7, become effective when an entity applies
NZ IFRS 18. NZ IFRS 18 requires retrospective application with specific transition provisions.
As a presentation and disclosure standard, NZ IFRS 18 is expected to change the manner in which information is presented in Group
financial statements, with the recognition and measurement of items in the financial statements not impacted.
The Group has reviewed all other standards, interpretations and amendments to existing standards issued but not yet effective and
does not expect these standards to have a material effect on the financial statements of the Group when adopted.
Scales Corporation Limited
60 / Notes to the financial statements
A. Segment Information
This section explains the financial performance of the operating segments of Scales, providing additional information about
individual segments.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker,
being the Managing Director. The Managing Director monitors the operating performance of each segment for the purpose of
making decisions on resource allocation and strategic direction. Inter-segment pricing is determined on an arm’s length basis.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. No
single external customer’s revenue accounts for 10% or more of the Group’s revenue.
The Group comprises the following operating segments:
Global Proteins: processing and marketing of proteins such as pet food ingredients, edible meat and offal products.
Meateor Foods Limited, Meateor Foods Australia Pty Limited, Meateor Group Limited, Meateor US LLC, Shelby JV LLC group
(Shelby Cold Storage LLC, Shelby Exports Inc, Shelby Foods LLC, Shelby JV LLC, Shelby Properties LLC, Shelby Trucking LLC),
Meateor GP Limited, Meateor Pet Foods Limited Partnership, Scales FI Group Holding Pty Limited, Meateor Australia Pty Limited, FI
Group Holding Pty Limited group (FI Group Holding Pty Limited, Fayman International Group Pty Limited and Fayman New Zealand
Limited), ANZ Exports Pty Limited , Esro Petfood B.V. and Shelby SPS LLC.
Horticulture: orchards, fruit packing, juice concentrate processing and marketing.
Mr Apple New Zealand Limited, New Zealand Apple Limited, Longview Group Holdings Limited, Profruit (2006) Limited and Fern
Ridge Produce Limited.
Logistics: logistics services.
Scales Logistics Limited and Scales Logistics Australia Pty Ltd.
Other: Scales Corporation Limited, Geo. H. Scales Limited, Scales Employees Limited, Scales Holdings Limited and Selacs
Insurance Limited.
Notes to the financial statements / 61
Annual Report - Year Ended 31 December 2025
A. Segment Information (continued)
Global
ProteinsHorticultureLogisticsOtherEliminationsTo t a l
$000's$000's$000's$000's$000's$000's
2025
Total segment revenue47 7, 5 8 7 341,831 119,278 2,878 (41,625)899,949
Inter-segment revenue- - (37,986)(3,639)41,625 -
Revenue from external customers477,587 341,831 81,292 (761)- 899,949
(Loss) gain on sale of non-current assets(32)(155)13 - - (1 74)
Share of profit of entities accounted for using
the equity method
8,219 - - - - 8,219
(Impairment) impairment reversal of
property, plant and equipment
(83)3,201 - - - 3,118
Gain on fair value of equity investment40,262 - - - - 40,262
Gain on lease modification- 59 - - - 59
EBITDA98,831 75,275 7, 5 97 (11,841)- 169,862
Amortisation expense- (1,001)(58)(13)- (1,072)
Depreciation expense(2,839)(12,4 8 4)(262)(26)- (15,611)
Depreciation of right-of-use asset(266)(9,621)(791)(121)- (10,799)
EBIT95,726 52,169 6,486 (12,001)- 142,380
Finance revenue468 108 43 2,417 - 3,036
Finance costs(1,298)(15)21 (4,091)- (5,383)
Finance cost of lease liability(151)(3,933)(597)(59)- (4 ,74 0)
Income tax expense(6,667)(12,666)(1,689)3,427 - (17,595)
Segment profit (loss) after income tax88,078 35,663 4,264 (10,307)- 117, 6 9 8
Segment assets347,390 465,644 19,870 66,949 - 899,853
Segment liabilities175,817 159,745 1 7, 6 2 5 90,150 - 443,337
Segment carrying value of investment
accounted for using the equity method
22,439 - - - - 22,439
Segment acquisition of property, plant and
equipment and software
6,666 15,245 213 26 - 22,150
Segment acquisition of right-of-use assets10,654 39,511 1,276 32 - 51,473
Scales Corporation Limited
62 / Notes to the financial statements
A. Segment Information (continued)
Global
ProteinsHorticultureLogisticsOtherEliminationsTo t a l
$000's$000's$000's$000's$000's$000's
2024 (Restated)*
Total segment revenue266,791 248,875 98 ,797 3 ,789 (33,625)584,627
Inter-segment revenue- - (30,223)(3,402)33,625 -
Revenue from external customers266,791 248,875 68,574 387 - 584,627
Gain on sale of non-current assets- 1,225 - - - 1,225
Share of profit of entities accounted for
using the equity method
6,039 363 - - - 6,402
Impairment of property, plant and equipment- (2,949)- - - (2,949)
Gain on fair value of equity investment- 3,367 - - --
Gain on lease modification24 47 8 - - 79
EBITDA52,987 3 7,7 1 5 6,884 (9,710)- 87,876
Amortisation expense- (696)(3 4)(14)- ( 74 4)
Depreciation expense(1,652)(10,392)(259)(27)- (12,330)
Depreciation of right-of-use asset(69)(8,366)(731)(119)- (9,285)
EBIT51,266 18,261 5,860 (9,870)- 65,517
Finance revenue661 224 61 2,519 - 3,465
Finance costs(18)45 (76)(4,7 70)- (4, 819)
Finance cost of lease liability(17)(3,052)(640)(65)- (3 ,7 74)
Income tax expense( 7, 6 1 9)(4,627)(1,480)2,985 - (1 0 ,741)
Segment profit (loss) after income tax44,273 10,851 3,725 (9,201)- 49,648
Segment assets166,557 371,829 24,114 53,080 - 615,580
Segment liabilities37,559 131,151 15,612 44,950 - 229,272
Segment carrying value of investment
accounted for using the equity method
57,212 - - - - 57,212
Segment acquisition of property, plant and
equipment and software
5,672 48,311 938 19 - 54,940
Segment acquisition of right of use assets283 16,164 3,638 37 - 20,122
Non-current assets other than financial instruments by geographical location
New ZealandAustraliaUSATo t a l
2025
$000’s
2024
$000’s
2025
$000’s
2024
$000’s
2025
$000’s
2024
$000’s
2025
$000’s
2024
$000’s
(Restated)*(Restated)*
Property, plant and
equipment
228,644 226,649 25,189 21 21,498 1 8 , 6 74 275,331 245,344
Investments
accounted for using
the equity method
22,412 20,078 (0)3 7,1 3 4 27 - 22,439 57,212
Goodwill89,509 7, 6 76 47, 2 0 6 - 32,105 32,954 168,820 40,630
Software1,228 1,055 2 - - - 1,230 1,055
Right-of-use asset89,214 59,382 10,504 - 138 215 99,856 59,597
* The restatements to comparative periods are explained in Section H.
Notes to the financial statements / 63
Annual Report - Year Ended 31 December 2025
B. Financial Performance
This section explains the financial performance of Scales, providing additional information about individual items in the statement of
comprehensive income.
B1. Revenue
20252024
$000's$000's
By nature:
Revenue from the sale of goods793,370 4 9 6 ,741
Revenue from the rendering of services1 1 2 ,74 5 90,319
Fees and commission710 24
Net foreign exchange loss(11,678)( 7, 2 2 8)
Rental revenue4,802 4,771
899,949 584,627
By market:
New Zealand 123,377 79,729
Asia364,653 178,786
Europe30,226 36,144
North America361,727 284,731
Other19,966 5,237
899,949 584,627
By segment and type:
Horticulture - sale of agricultural produce3 1 7, 6 1 8 233,827
Horticulture - agricultural produce related services19,003 10,277
Horticulture - other5,210 4,771
Global Proteins - sale of pet food ingredients and edible proteins465,652 255,805
Global Proteins - other11,935 10,986
Logistics services81,292 6 8 , 5 74
Other(761)387
899,949 584,627
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf
of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. Rental revenue is
recognised on a straight-line basis over the period of occupation.
Scales Corporation Limited
64 / Notes to the financial statements
B1. Revenue (continued)
Sale of agricultural produce and fruit juice
The Group sells apples to more than 160 customers in 40 countries and fruit juice to more than 60 customers in 4 countries.
Apple sales-related quality claim provisions are recorded in accordance with NZ IAS 37 Provisions, Contingent Liabilities
and Contingent Assets. Revenue is recognised when control of the goods has transferred, being when the goods have been
shipped to the customer (“outright sales”) or when the goods have been sold by the customer (“consignment sales”). In
addition, the apple season finishes before the end of the calendar year, with performance obligations under both sales types
satisfied for all sales made during that season.
Outright sales
Following shipment, revenue is recognised when the customer obtains control as it has full discretion over the manner of
distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the risks of loss in
relation to the goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered on
the ship at the port of shipment as this represents the point in time at which the right to consideration becomes unconditional,
as only the passage of time is required before the payment is due. Terms of payment are up to 45 days on arrival.
Consignment sales
Revenue is recognised by the Group when it loses control, which is when the goods are confirmed to be on-sold to the ultimate
customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of
time is required before the payment is due. Terms of payment are immediate upon on-sale.
Sale of petfood ingredients and edible proteins
The Group sells petfood ingredients to a number of international and domestic customers. Revenue is recognised when
control of the goods has transferred, being when the goods have been delivered to the customer (“delivered to destination
sales”) or when shipped to the customer (“outright sales”). Terms of payment are up to 120 days.
Delivered to destination sales
Following delivery, revenue is recognised when the customer obtains control as it has full discretion over the manner of
distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the risks of loss in
relation to the goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered
to the destination named by the customer as this represents the point in time at which the right to consideration becomes
unconditional, as only the passage of time is required before the payment is due.
Outright sales
Same as above under “Sale of agricultural produce and fruit juice - outright sales”.
Agricultural produce related services
The Group provides a number of agricultural produce related services to external apple growers, including packaging, cartage,
export documentation and export services. Each of those services is considered to be a distinct service as it is both regularly
supplied by the Group to customers on a stand-alone basis and is available for customers from other providers in the market.
A receivable is recognised by the Group when the service performance has been completed, and the performance obligation
is satisfied as this represents the point in time at which the right to consideration becomes unconditional, as only the passage
of time is required before the payment is due. Terms of payment are up to 45 days.
Logistics services
The Group provides marine and air logistics services to domestic customers. Revenue is recognised by the Group at a point
in time, which is when the shipment is organised and the goods are on the ship or the aeroplane. The performance obligation is
satisfied at the point in time at which the right to consideration becomes unconditional, as only the passage of time is required
before the payment is due. Terms of payment are up to 60 days.
Notes to the financial statements / 65
Annual Report - Year Ended 31 December 2025
B2. Cost of Sales, Administration and Operating Expenses
20252024
$000's$000's
Auditor's remuneration
Deloitte Limited (New Zealand):
Audit and review of the financial statements:
Audit of the annual financial statements454 359
Other services:
Audit or review related services:
Audit of the Charging Group financial statements- 20
Audit of solvency certificate for Selacs Insurance Limited10 9
Other assurance services and other agreed upon procedures (AUP) engagements
Greenhouse gas emission assurance engagement45 45
Other services:
Greenhouse gas assurance engagement readiness- 45
Non-assurance services:
Taxation compliance10 -
Sheehan & Company CPA, PC (United States):
Audit and review of the financial statements:
Group reporting audit155 144
Review of subsidiary financial statements45 40
Lowe Lippmann (Australia):
Audit and review of the financial statements:
Group reporting audit- 33
Prior year accrual timing differences:(5)-
Bad debts recovered(587)(681)
Change in fair value adjustment to unharvested agricultural produce(4,579)1,139
Change in inventories15,918 23,582
Direct expenses128,234 97, 47 1
Directors' fees678 704
Donations12 12
Electricity4,413 3,667
Employee benefits expense:
Post employment benefits - defined contribution plans1,569 1,220
Post employment benefits - defined benefit plans715 555
Salaries, wages and related benefits113,675 94,423
Other employee benefits2,054 710
Grower payments46,608 34,738
Insurance5,843 5,233
Management fees48 48
Materials and consumables329,583 127,780
Ocean and air freight103,102 90,304
Operating lease expenses1,822 1,287
Packaging20,291 14,382
Provision for write-down of inventories70 786
Repairs and maintenance11,385 5,781
781,568 503,836
Disclosed as:
Cost of sales700,212 439,602
Administration and operating expenses81,356 64,234
781,568 503,836
Employee benefits
An accrual is made for benefits due to employees in respect of wages and salaries, annual leave and long service leave when it is
probable that settlement will be required and they are capable of being measured reliably. Accruals are measured at their nominal
values using the remuneration rate expected to apply at the time of settlement.
Contributions to defined contribution plans are recognised as an expense when employees have rendered service entitling them to
the contributions.
The costs relating to shares issued in accordance with the Senior Executive Share Scheme are explained in note D2.
Scales Corporation Limited
66 / Notes to the financial statements
B3. Other Income and Losses
Note
20252024
$000's$000's
Dividends88 1
Fair value loss on interest-free related party loans(278)(1,663)
(Loss) gain on disposal of property, plant and equipment (1 74)1,225
Gain on rights transferred187 3,113
Loss on joint ventures call options- (1 74)
Gain on lease modification59 79
Gain on fair value equity investmentF340,262 3,367
Government grants - Cyclone Gabrielle- 25
Remeasurement of gross liability on put options to non-controlling interest- (2,341)
40,144 3,632
Disclosed as:
Other income40,596 7, 8 1 0
Other losses(4 52)(4,178)
40,144 3,632
B4. Finance Cost
Interest on loans4,657 4,654
Other interest416 (5)
Bank facility fees310 170
5,383 4,819
Finance costs consist of interest and other costs incurred in connection with the borrowing of funds. Interest expense is accrued on a
time basis using the effective interest method.
B5. Taxation
2025
$000’s
2024
$000’s
(Restated)*
Income tax recognised in profit or loss:
Current tax expense22,525 5,923
Adjustments recognised in the current year in relation to the current tax of prior years (1,517)(1,486)
Deferred tax expense relating to the origination and reversal of temporary differences(3,413)6,304
Total income tax expense recognised in profit or loss17, 5 9 5 1 0 ,741
The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial statements as
follows:
Profit before tax135,293 60,389
Income tax expense calculated at applicable corporate tax rates3 6 ,7 74 15,948
Non-assessable income(21,045)(8,890)
Non-deductible expenses3,271 2,099
Deferred tax on buildings adjustment- 2,065
Over provision of income tax in previous year - current tax(1,517)(1,486)
Under provision of income tax in previous year - deferred tax112 1,005
17, 5 9 5 1 0 ,741
The tax rates used in the above reconciliation are the corporate tax rate of 28% payable by New Zealand companies under New
Zealand tax law, 30% payable by Australian companies under Australian tax law and 23.38% (2024: 25.60%) payable by US entities
under US tax law, being federal tax 21% and weighted average state tax 2.38% (2024: 4.60%). Shelby JV LLC and its subsidiaries are
look-through entities for US income tax purposes. Therefore, although the Group includes 100% of its net profit before tax, separately
disclosing non-controlling interest, the Group only includes 67.5% of its income tax.
* The restatements to comparative period are explained in Section H.
Notes to the financial statements / 67
Annual Report - Year Ended 31 December 2025
Opening
balance
Charged
to profit or
loss
Acquisition
of subsidiary
Charged to
equity
Charged to other
comprehensive
income
Foreign
exchange
movements
Closing
Balance
$000's$000's$000's$000's$000’s$000's$000's
Deferred tax liability
Taxable and deductible temporary differences arise from the following:
31 December 2025
Deferred tax liabilities (assets):
Trade and other receivables(92)552 (1,869)- - (1,409)
Unharvested agricultural
produce
7, 4 6 1 1,107 - - - 8,568
Property, plant and equipment
and software
25,523 850 3 ,701 -(1,729)(122)28,223
Trade and other payables(73 4)(2,240)(1,653)- - (4,627)
Lease liability and right-of-use
asset
(1,934)(1,956)- - - (3,890)
Equity-settled employee
benefits
- - - (1,398)- (1,398)
Other financial assets and
liabilities
(9,783)(1,726)1,848 -5,164- (4,4 97)
Net deferred tax liability20,441 (3,413)2,027 (1,398)3,435(122)20,970
31 December 2024 (Restated)*
Deferred tax liabilities (assets):
Trade and other receivables(47)(4 5)- - -- (92)
Unharvested agricultural
produce
6,782 679 - - -- 7, 4 6 1
Property, plant and equipment
and software
13 ,790 3,996 2,256 -5,091390 25,523
Trade and other payables(1,097)363 - - -- (73 4)
Lease liability and right-of-use
asset
(1,718)(216)- - -- (1,934)
Other financial assets and
liabilities
74 9 1,527 62 -(12,121)- (9,783)
Net deferred tax liability18,459 6,304 2,318 -( 7,0 3 0)390 20,441
Current tax is the taxation expected to be paid to taxation authorities in respect of the current year. Deferred taxation is recognised in
respect of temporary differences between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements.
Current and deferred tax is calculated on the basis of the laws enacted or substantively enacted at balance date.
Income tax
Current and deferred tax are recognised in profit or loss, except when the tax relates to items charged or credited to other comprehensive
income, in which case the tax is also recognised in other comprehensive income and when the tax relates to items charged to equity
reserves, in which case the tax is also recognised in the respective equity reserves.
B6. Foreign Currency Transactions
In preparing the financial statements of the individual entities, the transactions in currencies other than New Zealand dollars are recorded
at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period financial assets and liabilities
denominated in foreign currencies are retranslated into New Zealand dollars at the rates prevailing at the end of the reporting period.
Exchange differences from these transactions are recognised in profit or loss in the period in which they arise.
Income and expenses for each subsidiary whose functional currency is not New Zealand dollars are translated at exchange rates that
approximate the rates at the actual dates of the transactions. Assets and liabilities of each subsidiary are translated at exchange rates at
balance date.
All resulting exchange differences are recognised in the foreign exchange translation reserve, which is a separate component of equity.
The effective portion of exchange differences on foreign currency borrowings designated as hedges of net investments in foreign operations
is also recognised in the foreign exchange translation reserve.
B5. Taxation (continued)
* The restatements to comparative periods are explained in Section H.
Scales Corporation Limited
68 / Notes to the financial statements
C. Key Assets
This section shows the key assets Scales uses to generate operating revenues.
C1. Property, Plant and Equipment
Land and
buildings at
fair value
Apple trees
at fair value
Plant and
equipment at
cost
Office
equipment
and motor
vehicles at
cost
Capital work
in progress
at costTo t a l
$000's$000's$000's$000's$000's$000's
Gross carrying amount
Balance at 1 January 2024 (Restated)*147,339 3 7,1 6 2 87, 3 0 8 14,042 14,397 300,248
Acquisition through business
combination
3,920 - 7, 0 1 9 108 435 11,482
Additions22,562 16,543 15,153 2,709 (2,53 4)54,433
Disposals(24,228)(3,048)(5,416)(358)- (33,050)
Transfer to held for sale(19,100)- - - - (19,100)
Revaluation through other
comprehensive income
(2,072)12,512 - - - 10,440
Effect of foreign currency translation384 - 1,485 4 562 2,435
Balance at 31 December 2024
(Restated)*
128,805 63,169 105,549 16,505 12,860 326,888
Acquisition through business
combination
- - 26,945 306 922 28,173
Additions2,085 3,414 9,948 1,993 3,463 20,903
Disposals(2,052)3 (1,731)(2,117)- (5,897)
Revaluation through other
comprehensive income
(4,533)(6,355)- - - (10,888)
Effect of foreign currency translation(88)- 48 11 (78)(107)
Balance at 31 December 2025124,217 60,231 140,759 16,698 17,1 6 7 359,072
Accumulated depreciation, and impairment
Balance at 1 January 2024 (Restated)*2,266 6,880 54,299 1 0 ,74 3 - 74 ,1 8 8
Depreciation expense2,033 2,402 6,388 1,507 - 12,330
Disposals- - (3,851)(262)- (4,113)
Revaluation through other
comprehensive income
(1,962)(2,403)- - - (4, 365)
Revaluation gain through profit or loss1,253 1,455 241 - - 2,949
Effect of foreign currency translation- - 552 3 - 555
Balance at 31 December 2024
(Restated)*
3,590 8,334 57,629 11,991 - 81,544
Depreciation expense1,977 3,637 8,321 1,676 - 15,611
Disposals(979)- (1,692)(2,007)- (4,678)
Revaluation through other
comprehensive income
(1,869)(3,637)- - - (5,506)
Revaluation (gain) loss through profit
or loss
(2,006)(1, 24 4)132 - - (3,118)
Effect of foreign currency translation- - (115)3 - (112)
Balance at 31 December 2025713 7,090 64,275 11,663 - 8 3 ,741
Net book value
As at 31 December 2024 (Restated)*125,215 54,835 47, 9 2 0 4,514 12,860 245,344
As at 31 December 2025123,504 53,141 76,484 5,035 17,1 6 7 275,331
* The restatements to comparative periods are explained in Section H.
Notes to the financial statements / 69
Annual Report - Year Ended 31 December 2025
C1. Property, Plant and Equipment (continued)
Accounting policy
Land, buildings and apple trees are included in the statement of financial position at their fair value at the date of revaluation, less
any subsequent accumulated depreciation and subsequent accumulated impairment losses. Valuations are performed with
sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at
the end of the reporting period.
Any valuation increase arising on the revaluation of such land, buildings and apple trees is recognised in other comprehensive
income and accumulated as a separate component of equity in the revaluation reserve, except to the extent that it reverses a
valuation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss
to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such land, buildings
and apple trees is charged to profit or loss to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to
a previous revaluation of that asset.
Depreciation on revalued buildings and apple trees is charged to profit or loss. On the subsequent sale or retirement of revalued
property or apple trees, the attributable revaluation surplus remaining in the revaluation reserve is transferred directly to retained
earnings. No transfer is made from the revaluation reserve to retained earnings except when an asset is derecognised.
Plant and equipment, and office equipment and motor vehicles are stated at cost less accumulated depreciation and accumulated
impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the item.
Depreciation is provided on property, plant and equipment, including buildings and apple trees but excluding land and capital work
in progress. Depreciation is charged so as to write off the cost or valuation of assets, other than land and capital work in progress,
over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method
are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The following
estimated useful lives are used in the calculation of depreciation:
Buildings 10 to 50 years
Apple trees 30 years
Plant and equipment 2 to 25 years
Office equipment and motor vehicles 2 to 20 years
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference
between the sale proceeds and the carrying amount of the asset and is recognised in profit or loss.
Land and buildings carried at fair value
Land and buildings shown at valuation were valued at fair value as at 31 December 2025 by independent registered valuers Added
Valuation Limited and Logan Stone Limited. The valuations were arrived at by reference to market evidence of transaction prices
for similar properties. Recognised Seasonal Employer (RSE) buildings were arrived at by discounted cash flows analysis of forecast
income streams and costs.
In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level 1
inputs are not available, the Group engages third party qualified valuers to perform the valuation. The Group finance team led by the
Chief Financial Officer works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs
to the model. The Chief Financial Officer reports the Group finance team’s findings to the Audit & Risk Management Committee to
explain the methods used and causes of fluctuations in the fair value of assets and liabilities.
The fair value of land and buildings is calculated on the basis of market value. Market value is determined by applying income
capitalisation and comparative sales calculations which are benchmarked against depreciated replacement cost calculations. The
valuations include adjustments to observable data for similar properties to take into account property-specific attributes.
The significant unobservable inputs, based on regional averages, for the land and buildings (mainly coolstores and packhouses) are
potential market comparative rentals $14 - $283 per square metre (2024: $12 - $249) and the capitalisation rates of 7.5% - 8.5%
(2024: 6.35% - 8.25%).
The higher the rental rates the higher the fair value. The higher the capitalisation rates the lower the fair value. Significant changes
in either of these inputs would result in significant changes to the fair value measurement. Orchard land is valued within the range of
$32,100 - $168,700 per hectare (2024: $34,100 - $157,500).
The Group’s land and buildings are classified as Level 3 in the fair value hierarchy.
The carrying amount of land and buildings, if it had been recognised under the cost model, is $60,827,000 (2024: $71,169,000).
Apple trees carried at fair value
The Group’s apple orchards, being the apple trees other than the existing crop on the trees, were valued at fair value by Boyd Gross
B.Agr (Rural Val), Dip Bus Std, FNZIV, FPINZ of Logan Stone Limited as at 31 December 2025.
The market valuations completed by Boyd Gross were based on a combination of discounted cash flows analysis of forecast
income streams and costs from each orchard, and sales comparison approaches. For owned orchards, the fair value of orchard
land and buildings, determined using a sales comparison approach, is deducted from the overall orchard valuation to arrive at the
valuation of the apple trees.
Scales Corporation Limited
70 / Notes to the financial statements
C1. Property, Plant and Equipment (continued)
The significant unobservable inputs, based on district averages, for the apple trees are:
20252024
Production levels (gross tray carton equivalent (TCE)) per hectare2,000 - 6,5002,750 - 5,563
Orchard gate returns per TCE$27.00 - $66.00$25.00 - $75.00
Orchard costs per TCE$28.00 to $37.00$20.30 to $34.27
Discount rate16.05% - 17.35%15.88% - 17.88%
The higher the production levels and orchard gate return the higher the fair value. The higher the orchard costs and discount rate the
lower the fair value. Significant changes in any of these inputs would result in significant changes to the fair value measurement. The
Group’s apple trees are classified as level 3 in the fair value hierarchy.
The carrying amount of apple trees, if they had been recognised under the cost model, is $21,952,000 (2024: $21,217,000).
The apple trees, on owned and leased orchards, have the following planting profile:
Total hectares planted
20252024
Premium varieties:
Dazzle™266 260
NZ Queen158 159
Pink Lady88 100
Red sports (Fuji and Royal Gala)349 349
Other premium107 79
Traditional varieties:
Braeburn15 27
Royal Gala99 112
Other traditional94 105
1,176 1,191
Risk management strategy
The Group is exposed to financial risks arising from changes in climatic conditions, market prices and the value of the New Zealand
dollar. The Group mitigates these risks by geographical spread of orchards, installing hail and frost protection on orchards which have
shown to be more susceptible to these risks, utilising foreign currency derivative instruments and building close working relationships
with key customers.
C2. Unharvested Agricultural Produce
20252024
$000's$000's
Balance at beginning of the year26,648 24,222
Decrease due to harvest(26,648)(24,222)
Development expenditure2 7, 9 2 1 28,546
Fair value adjustment2,681 (1,898)
Balance at end of the year30,602 26,648
The assessment of the value of unharvested agricultural produce was undertaken by management, using a discounted cash flow
model, and is calculated as the fair value less estimated harvest and post-harvest costs (including costs to sell) of the unharvested
crop on the trees at the reporting date. The risk adjusting discount rate represents an allowance for adverse events that may affect
crop, harvest and/or market conditions. This calculation is also benchmarked against orchard costs incurred during the current
growing cycle.
The Group’s unharvested agricultural produce is classified as Level 3 in the fair value hierarchy.
The significant unobservable inputs included in the model are the:
20252024
Production levels (tonnes per hectare per annum)63 - 9859 - 98
Orchard gate returns per TCE$29 to $79$29 to $76
Risk adjusting discount rates 46% to 64%46% to 64%
The higher the yield per hectare and the higher the orchard gate returns per TCE, the higher the fair value. The higher the risk adjusting
discount rate, the lower the fair value.
Notes to the financial statements / 71
Annual Report - Year Ended 31 December 2025
C3. Investments Accounted for using the Equity Method
Details of each of the Group’s material joint ventures at the end of the reporting period are as follows:
Joint venturesPrincipal activity
Country of
incorporation HoldingBalance date
20252024
ANZ Exports Pty LtdTrading companyAustralia85%42.50%31 December *
Esro Petfood B.VTrading companyThe Netherlands50%50%31 December
FI Group Holding Pty LtdTrading companyAustralia100%50%31 December *
Meateor Australia Pty LtdTrading companyAustralia100%50%31 December *
Meateor Pet Foods Limited PartnershipTrading companyNew Zealand 50%50%31 December
Shelby SPS LLCTrading companyUnited States33.33%0%31 December
Summarised financial information in respect of the Group’s joint ventures is set out below. The aggregate summarised financial
information below represents amounts in joint ventures’ financial statements prepared in accordance with NZ IFRS Standards.
* The Australian incorporated entities had a balance date of 30 June, which aligned with the income tax year in Australia. These
entities have transitioned to a 31 December balance date, with a six month transitional period ending 31 December 2025.
In September 2025, Scales acquired the remaining 50% shareholding in FI Group Holding Pty Limited and Meateor Australia Pty
Limited, as well as 42.5% of ANZ Exports Pty Limited. Below is the summarised financial information for these entries in respect of
Scales equity accounting share for the first 9 months up until acquisition. Refer to note F3 for the acquisition accounting of FI Group
Holding Pty Limited, Meateor Australia Pty Limited and ANZ Exports Pty Limited.
In December 2025, Shelby SPS LLC was formed and Scales holds a 33.33% shareholding.
Summarised financial information for Meateor Pet Foods Limited Partnership
2025
$000’s
2024
$000’s
Current assets21,700 20,443
Non-current assets34,367 33,305
Current liabilities(8,302)(10,242)
Non-current liabilities(2,941)(3,351)
Net assets44,824 40,155
Group's share in the net assets of equity accounted entities22,412 20,078
Carrying amount of investment in equity accounted entities22,412 20,078
The above amounts of assets and liabilities include the following:
Cash and cash equivalents371 549
Current financial liabilities (excluding trade and other payables and provisions)(2,778)(3,500)
Non-current financial liabilities (excluding trade and other payables and provisions)(1)-
Capital commitments- -
Revenue63,413 60,863
Profit for the year after tax4,904 2,117
Other comprehensive income attributable to the owners of the company1,728 (3,229)
Total comprehensive income6,632 (1,112)
The above profit for the year includes the following:
Depreciation and amortisation1,940 1,643
Interest income3 -
Interest expense481 937
Income tax expense- -
Scales Corporation Limited
72 / Notes to the financial statements
2025
$000’s
2024
$000’s
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the
consolidated financial statements:
Share of profit before taxation2,453 1,059
Share of income tax(1)-
Share of other comprehensive income (net of tax)866 (1,615)
Share of net profit for the year and total comprehensive income3,318 (556)
Carrying value at beginning of the year20,078 21,634
Deferred tax on business combinations made by equity accounted entities16 -
Dividends and distributions paid(1,000)(1,000)
Investment in equity accounted entities22,412 20,078
Underlying financial performance of Meateor Pet Foods Limited Partnership:*
Underlying EBITDA/EBITDA**7, 3 2 2 4,697
Depreciation and amortisation(1,940)(1,643)
Underlying finance revenue/finance revenue3 -
Underlying finance costs/finance cost(4 81)(937)
Income tax expense- -
Underlying NPAT/NPAT4,904 2,117
Share of Meateor Pet Foods Limited Partnership Underlying NPAT included in Group
Underlying EBITDA
2,452 1,059
* “Underlying EBITDA”, “Underlying finance costs”, “Underlying finance revenue” and “Underlying NPAT” are non-GAAP profit measures. The Directors and management believe
that these profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented
in addition to GAAP (NZIFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.
** EBITDA is a non-GAAP measure and is defined internally by management as Earnings before Interest, Tax, Depreciation and Amortisation.
Underlying EBITDA and Underlying NPAT are equal to EBITDA and NPAT for both 2025 and 2024.
Summarised financial information for ANZ Exports Pty Ltd and FI Group Holding Pty Ltd
- Pre acquisition period ending 30 September 2025
Current assets- 64,307
Non-current assets- 2,144
Current liabilities- (4 4,4 95)
Non-current liabilities- (1,925)
Net assets- 20,031
Group's share in the net assets of equity accounted entities- 9,971
Goodwill- 25,967
Effect of foreign exchange translation- 1,139
Carrying amount of investment in equity accounted entities- 3 7,07 7
The above amounts of assets and liabilities include the following:
Cash and cash equivalents- 976
Current financial liabilities (excluding trade and other payables and provisions)- (2 7,78 0)
Non-current financial liabilities (excluding trade and other payables and provisions)- (4,73 8)
Revenue381,379 4 82,730
Profit for the year after tax8,387 10,605
Other comprehensive income attributable to the owners of the company4,682 (2,672)
Total comprehensive income
13,069 7, 9 3 3
C3. Investments Accounted for using the Equity Method (continued)
Notes to the financial statements / 73
Annual Report - Year Ended 31 December 2025
2025
$000’s
2024
$000’s
The above profit for the year includes the following:
Depreciation and amortisation95 56
Interest income234 7
Interest expense1,310 1,910
Income tax expense4,440 6,029
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the
consolidated financial statements:
Share of profit before taxation6,897 8,269
Share of income tax(2,069)(3,001)
Share of other comprehensive income (net of tax)997 (1,571)
Share of net profit for the year and total comprehensive income5,825 3,697
Carrying value at beginning of the year3 7, 07 7 32,786
Dividends and distributions paid by equity accounted entities(1,645)(545)
Effect of foreign exchange translation502 1,139
Investment acquired(41,759)-
Investment in equity accounted entities- 3 7,07 7
Underlying financial performance of ANZ Exports Pty Ltd and FI Group Holding Pty Ltd :*
Underlying EBITDA/EBITDA**13,997 18,594
Depreciation and amortisation(95)(56)
Underlying finance revenue/finance revenue234 7
Underlying finance costs/finance cost(1,310)(1,910)
Income tax expense(4,4 4 0)(6,029)
Underlying NPAT/NPAT8,387 10,605
Share of ANZ Exports Pty Ltd and FI Group Holding Pty Ltd Underlying NPAT
included in Group Underlying EBITDA
4,828 5,270
* “Underlying EBITDA”, “Underlying finance costs”, “Underlying finance revenue” and “Underlying NPAT” are non-GAAP profit measures. The Directors and management believe
that these profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented
in addition to GAAP (NZIFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.
** EBITDA is a non-GAAP measure and is defined internally by management as Earnings before Interest, Tax, Depreciation and Amortisation.
Underlying EBITDA and Underlying NPAT are equal to EBITDA and NPAT for both 2025 and 2024.
Summarised financial information for Meateor Australia Pty Ltd
- Pre acquisition period ending 30 September 2025
Current assets- 20,617
Non-current assets- 32,898
Current liabilities- (1 7,1 6 4)
Non-current liabilities- (34,862)
Net assets
- 1,489
Group's share in the net assets of equity accounted entities- 74 5
Unrecognised bargain purchase gain- (708)
Effect of foreign exchange translation- 18
Carrying amount of investment in equity accounted entities- 55
The above amounts of assets and liabilities include the following:
Cash and cash equivalents- 5,524
Current financial liabilities (excluding trade and other payables and provisions)- (11,060)
Non-current financial liabilities (excluding trade and other payables and provisions)- (34,862)
C3. Investments Accounted for using the Equity Method (continued)
Summarised financial information for ANZ Exports Pty Ltd and FI Group Holding Pty Ltd
- Pre acquisition period ending 30 September 2025 (continued)
Scales Corporation Limited
74 / Notes to the financial statements
2025
$000’s
2024
$000’s
Revenue47, 2 5 9 42,026
Profit for the year after tax1,823 (620)
Other comprehensive income attributable to the owners of the company(1,606)(2,764)
Total comprehensive income
217 (3,384)
The above profit for the year includes the following:
Depreciation and amortisation2,732 2,852
Interest income29 3,300
Interest expense2,187 4,530
Income tax expense1,763 (1,472)
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the
consolidated financial statements:
Share of profit before taxation1,793 (395)
Share of income tax(881)105
Share of other comprehensive income (net of tax)798 (1,287)
Share of net profit for the year and total comprehensive income1,710 (1,577)
Carrying value at beginning of the year55 1,614
Dividends and distributions paid by equity accounted entities- -
Effect of foreign exchange translation66 18
Investment acquired(1,831)-
Investment in equity accounted entities- 55
Underlying financial performance of Meateor Australia Pty Ltd:*
Underlying EBITDA/EBITDA**8,476 1,990
Depreciation and amortisation(2,732)(2,852)
Finance revenue29 3,300
Adjustment- (3,300)
Underlying finance revenue****29 (0)
Finance cost
(2,187)(4,530)
Adjustment
862 2,841
Underlying finance cost****
(1,325)(1,689)
Income tax expense
(1,763)1,472
Underlying NPAT***
2,686 (1,079)
Adjustment
(862)459
N PAT
1,823 (620)
Share of Meateor Australia Pty Ltd Underlying NPAT included in Group Underlying EBITDA
1,344 (346)
* “Underlying EBITDA”, “Underlying finance costs”, “Underlying finance revenue” and “Underlying NPAT” are non-GAAP profit measures. The Directors and management believe
that these profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented
in addition to GAAP (NZ IFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.
** EBITDA is a non-GAAP measure and is defined internally by management as Earnings before Interest, Tax, Depreciation and Amortisation.
***Underlying NPAT excludes an adjustment of $862k expense for 2025 (Scales share $431k) and $459k for 2024 (Scales share $57k). The adjustments relate to excluding the
non-cash entries in relation to the interest-free related party loan, comprising the gain on initial recognition of the loan and the unwind of the discount. The non cash entries are
included for NZ IFRS financial purposes but are excluded from Underlying NPAT.
****Underlying finance costs and underlying finance revenue are non-GAAP measures that are defined by management as the finance costs and finance revenue exclusive of the
unwinding discount on the related party loan, the Fayman acquisition settlement adjustments.
C3. Investments Accounted for using the Equity Method (continued)
Summarised financial information for Meateor Australia Pty Ltd
- Pre acquisition period ending 30 September 2025 (continued)
Notes to the financial statements / 75
Annual Report - Year Ended 31 December 2025
Summarised financial information for Esro Petfood B.V.
2025
$000's
2024
$000's
Current assets10,611 9,620
Non-current assets20,715 13,507
Current liabilities(11, 294)(7,019)
Non-current liabilities(33,945)(22,370)
Net assets(13,913)(6, 262)
Group's share in the net assets of equity accounted entities(6,957)(3,131)
Effect of foreign exchange translation- -
Carrying amount of investment in equity accounted entities- -
The above amounts of assets and liabilities include the following:
Cash and cash equivalents28 2,853
Current financial liabilities (excluding trade and other payables and provisions)(814)(708)
Non-current financial liabilities (excluding trade and other payables and provisions)(33,966)(20,095)
Revenue31,022 14,980
Loss for the year after tax(5,849)(3,511)
Other comprehensive income attributable to the owners of the company- -
Total comprehensive income (loss)
(5,849)(3,511)
The above loss for the year includes the following:
Depreciation and amortisation2,864 1,384
Interest expense2,043 1,383
Income tax expense1,209 1,170
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the
consolidated financial statements:
Share of profit before taxation- -
Share of income tax- -
Share of other comprehensive income (net of tax)- -
Share of net profit for the year and total comprehensive income- -
Carrying value at beginning of the year- -
Effect of foreign exchange translation- -
Investment in equity accounted entities- -
Underlying financial performance of Esro Petfood B.V.:*
Underlying EBITDA/EBITDA**(2,151)(1,914)
Depreciation and amortisation(2, 864)(1,384)
Underlying finance revenue/finance revenue- -
Underlying finance costs/finance cost(2,043)(1,383)
Income tax expense1,209 1,170
Underlying NPAT/NPAT(5,849)(3,511)
Share of Esro Petfood B.V. Underlying NPAT included in Group Underlying EBITDA(2,925)(1,755)
* Underlying EBITDA, Underlying finance costs, Underlying finance revenue and Underlying NPAT are non-GAAP profit measures. The Directors and management believe that these
profit measures provide meaningful information that is helpful to investors and gives them a better understanding of a company’s financial performance when presented in addition to
GAAP (NZ IFRS) information. The Underlying profit measures provided align more closely with the operating result of the Joint Ventures.
** EBITDA is a non-GAAP measure and is defined internally by management as Earnings Before Interest, Tax, Depreciation and Amortisation
Esro Petfood B.V. generated an underlying loss of $5.9m (Scales share of $2.9m) for the year end 31 December 2025. The Group does not provide a guarantee which results in the loss
being capped at zero.
For NZ IFRS financial reporting purposes no profit has been recognised in Scales Group result from inception.
C3. Investments Accounted for using the Equity Method (continued)
Scales Corporation Limited
76 / Notes to the financial statements
Shelby SPS LLC
The Group recognised a $27k share of profit before taxation for Shelby SPS LLC during the year.
C4. Goodwill
20252024
Note$000's$000's
Gross carrying amount
Balance at beginning of the year40,630 36,972
Goodwill recognised on business acquisitionF3129,036 19
Effect of foreign currency exchange differences(846)3,639
Balance at end of the year168,820 40,630
Goodwill arising on the acquisition of a business is carried at cost as established at the date of acquisition of the business less
accumulated impairment losses, if any. Goodwill is tested for impairment annually, or more frequently if there are indications that
goodwill might be impaired. For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGUs)
listed below which represent the lowest level at which the Directors monitor goodwill.
Global Proteins - ANZ Exports4,381 -
Global Proteins - FI Group Holding98,669 -
Global Proteins - Meateor Australia25,986 -
Global Proteins - Shelby32,108 32,954
Horticulture - Fern Ridge
5,702 5,702
Horticulture - Profruit
19 19
Logistics
1,955 1,955
168,820 40,630
As at 31 December 2025, the Directors have determined, based on discounted cash flow and value in use calculations, that there is no
impairment of goodwill associated with the above CGUs.
The discounted cash flow and value in use calculations use future cash flows covering a five year period based on a Board approved
budget. The models were based on the following key assumptions:
20252024
Pre-tax discount rates ANZ Exports CGU28% N /A
Pre-tax discount rates Other CGU8-17% 9-16%
Annual growth rates2-3% 2%
C5. Inventories
20252024
$000's$000's
Finished goods 112,761 19,897
Other 6,857 5,065
119,618 24,962
Inventories are stated at the lower of cost and net realisable value. Cost means the actual cost of the inventory and in determining cost
the first in first out basis of stock movement is followed, with due allowance having been made for obsolescence. Net realisable value
represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
A provision of $0.07m (2024: $0.5m) has been recorded relating to aged inventory within the Global Proteins division. The provision
relates to inventory that has reached or is nearing its expiry date and cannot be sold or may not be sold with certainty in the market.
The provision includes the costs of the inventory plus disposal costs.
C3. Investments Accounted for using the Equity Method (continued)
Notes to the financial statements / 77
Annual Report - Year Ended 31 December 2025
C6. Impairment of Assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs.
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the
carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss and is not reversed in
subsequent periods.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future pre-tax
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or
CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
C7. S o f t w a r e
Software is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is
directly attributable to the acquisition of the item. Amortisation is calculated on a straight line basis. The estimated useful life of 3 years
is used in the calculation of amortisation.
20252024
$000's$000's
Gross carrying amount
Opening balance9,197 8,558
Acquisition through business combination- 132
Additions1,247 507
Closing balance10,444 9,197
Accumulated amortisation
Opening balance(8,142)(7,398)
Amortisation expense(1,072)( 74 4)
Closing balance(9, 214)(8,142)
Net book value1,230 1,055
Scales Corporation Limited
78 / Notes to the financial statements
D. Capital Funding
This section explains how Scales manages its capital structure and how dividends are returned to shareholders.
Capital management
The Group’s capital includes share capital, reserves and retained earnings. The Group’s policy is to maintain a strong capital base
so as to maintain investor, creditor and customer confidence and to sustain the future development of the business. The impact of
the level of capital on shareholders’ return is also recognised and the Group recognises the need to maintain a balance between the
higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.
D1. Share Capital
Issued and paid up capital consists of 145,018,818 fully paid ordinary shares (2024: 143,571,527 shares) less treasury stock of
1,298,926 shares (2024: 1,144,690 shares) (refer to note D2). All shares rank equally in all respects.
Shares issued or purchased on market under the Senior Executive Share Scheme (Share Scheme) (note D2) are treated as treasury
stock until vesting to the employee.
Number of shares
20252024
Fully paid ordinary shares:
Opening balance143,571,527 143,095,981
Share Scheme - shares issued461,699 475,546
Fayman acquisition - shares issued985,592 -
Closing balance145,018,818 143,571,527
Treasury stock:
Opening balance1,144,690 1,160,229
Share Scheme - shares issued461,699 475,546
Share Scheme - shares forfeited and sold- (68,931)
Share Scheme - shares fully vested(3 07, 4 6 3)(422,154)
Closing balance1,298,926 1,144,690
The available subscribed capital of $59,807,309 (2024: $51,835,684) represents the amount of the shareholders’ equity that is
available to be returned to shareholders on a tax-free basis.
In accordance with the Companies Act 1993 the Company does not have a limited amount of authorised capital and issued shares do
not have a par value.
Movement in share capital related to share-based payments:
20252024
$000's$000's
Equity-settled employee benefit share scheme vested
Interest-free loan became full recourse857 1,271
Accumulated share option value reclassified from reserve into share capital679 578
Accumulated dividends reclassified from retained earnings into share capital127 221
1,663 2,070
Notes to the financial statements / 79
Annual Report - Year Ended 31 December 2025
D2. Reserves
Revaluation
Cash flow
hedge
Share
of joint
ventures
Equity-
settled
employee
benefits
Foreign
exchange
translation
Pension
plan
reserve
To t a l
reserves
$000's$000's$000's$000's$000's$000's$000's
Balance at 1 January 2024
(Restated)*
94,244 5,400 2,094 1,039 469 76 103,322
Other comprehensive income (loss)9,714 (30,198)(4,021)- 3,630 218 (20,657)
Transfer to retained earnings(16,182)- - - - - (16,182)
Recognition of share-based
payments
- - - 710 - - 710
Shares fully vested
- - - (578)- - (578)
Balance at 31 December 2024
(Restated)*
87,7 76 (24,798)(1,927)1,171 4,099 294 66,615
Other comprehensive (loss) income(3,653)12,291 2,419 - 1,584 207 12,848
Transfer to retained earnings(8,278)- - - - - (8,278)
Recognition of share-based
payments
- - - 1,169 - - 1,169
Shares fully vested- - - (679)- - (679)
Income tax relating to share-based
payments
- - - 1,398 - - 1,398
Balance at 31 December 202575,845 (12,507)492 3,059 5,683 501 73,073
Revaluation reserve
The revaluation reserve arises on the revaluation of land, buildings and apple trees, net of the related deferred tax.
Cash flow hedge reserve
The cash flow hedge reserve represents the unrealised gains and losses on interest rate and foreign currency contracts taken out to
manage the Group’s interest rate and foreign currency risks, net of the related deferred tax.
Equity-settled employee benefits reserve - LTI Scheme
The Share Scheme involves the Company making available interest-free loans to selected senior executives to acquire shares in the
Company. The senior executives will not gain any benefit with respect to the shares purchased under the Share Scheme unless they
remain in employment with the Group for a period of three years from the date of acquisition of those shares.
The shares are held by a custodian during the restricted period and are then transferred to the senior executive. All net dividends or
distributions received in respect of the shares must be applied to repayment of the interest-free loan.
LT I r o u n dGrant dateVe s ting date
Exercise
price, $
Number of shares
Opening
balanceGrantedFor feited
Vested and
exercised
Closing
balance
FY217-A p r-2 27-A p r-2 53.20 3 07, 4 6 3 - - (3 07, 4 6 3)-
FY2224 -A p r-2 324 -A p r-2 63.33 361,681 - - - 361,681
FY2324-Apr-2424 -A p r-2 72.72 475,546 - - - 475,546
FY2424 -A p r-2 524 -A p r-2 83.18 - 461,699 - - 461,699
To t a l1,144,690461,699 - (307,463)1,298,926
The weighted average share price for shares that vested during 2025 was $4.04.
The shares issued vest over three years. The estimated value of the share options is determined using the Black-Scholes pricing
calculator and is amortised over the restricted period. This cost is expensed with the corresponding credit included in the equity-
settled employee benefits reserve. Expected share price volatility was based on historical volatility of the Company’s ordinary shares.
* The restatements to comparative periods are explained in Section H.
Scales Corporation Limited
80 / Notes to the financial statements
D2. Reserves (continued)
LT I r o u n d
20252024
FY24FY23
The inputs into the “option pricing calculator” are:
Issue date share price, $4.28 3.20
Expected share price volatility, %32 31
Option life, years3 3
Risk-free interest rate, %4.52 4.92
Exercise price, $3.18 2.72
Fair value, at the grant date, $1 .74 1.11
The Company has expensed in the income statement $627k (2024: $424k) in relation to the share scheme.
Equity-settled employee benefits reserve - PSR Scheme
On 15 December 2023 the Board approved the Scales’ Performance Share Rights (PSR) Scheme (PSR Scheme) to grant
performance rights to key senior management personnel as a long-term incentive programme.
PSR roundGrant dateVe s ting date
Number of rights
Opening
balanceGrantedFor feited
Vested and
exercised
Closing
balance
F Y 2 3 -T 120-Dec-239-Mar-265 6 ,74 8 - - - 5 6 ,74 8
F Y 2 3 -T 220-Dec-232 3 - M a r-2 638,113 - - - 38,113
F Y 2 3 -T 320-Dec-239-Mar-26228,095 - - - 228,095
F Y 2 4 A -T 11-May-2412-Mar-2755,904 - - - 55,904
F Y 2 4 A -T 21-May-2425-Feb-273 7, 6 9 1 - - - 3 7, 6 9 1
F Y 2 4 A -T 31-May-2412-Mar-27228,095 - - - 228,095
F Y 2 4 B -T 14-Dec-2412-Mar-2738,591 - - - 38,591
F Y 2 4 B -T 24-Dec-2425-Feb-2738,591 - - - 38,591
F Y 2 5 -T 1
1-May-2513-Mar-28
- 84,779 - - 84,779
F Y 2 5 -T 2
1-May-2525-Feb-28
- 84,779 - - 84,779
F Y 2 5 -T 3
1-May-2513-Mar-28
- 228,095 - - 228,095
To t a l721,828 397,653 - - 1,119,481
Total Shareholder Returns (TSR) Hurdles - Tranches 1 and 3
The proportion of performance rights subject to the absolute TSR growth hurdle which may vest is dependent on Scales’ TSR
compound annual growth rate (CAGR) across a 3-year measurement period.
TSR is the Company’s total shareholder returns. TSR measures the total return received by Scales’ investors from the increase in the
market value of an ordinary share in Scales and the receipt of gross dividends and other distributions, from the commencement date
to the vesting date.
For each tranche that vests the rights are awarded on a straight-line basis dependent on the TSR CAGR achieved.
TSR related performance rights vest according to the following performance criteria for each unvested tranche:
Tranche 1 - % vesting
0%< 8.5% CAGR
25%= 8.5% CAGR
26% - 99% (straight-line pro rata)> 8.5%, < 12.5% CAGR
100%= 12.5% CAGR
Tranche 3 - % vesting
0%= 12.5 % CAGR
1% - 99% (straight-line pro rata)> 12.5%, < 31.1% CAGR
100%= 31.1% CAGR
Notes to the financial statements / 81
Annual Report - Year Ended 31 December 2025
The TSR performance tranches are calculated across the following periods:
Round Vesting Period
FY23 - Tranche 1 and 3 20 December 2023 to 11 days after the announcement date of the FY25 Result
FY24 A and B - Tranche 1 and 3 7 March 2024 to 11 days after the announcement date of the FY26 Result
FY25 - Tranche 1 and 3 13 March 2025 to 11 days after the announcement date of the FY27 Result
The fair value of the TSR performance rights have been valued under a variant of the dividend adjusted Monte Carlo simulation.
The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from the grant date.
Tranche 1 & 3
The inputs into the Monte Carlo simulation are:FY25FY24AFY24BFY23
Risk free interest rate, %4.46 5.00 4.41 4.53
Expected life, years2.90 2.90 2.30 2.20
Expected share volatility, %*31.75 30.87 32.62 31.12
Fair value, at the grant date, $4.30 3.20 4.05 3.17
* Volatility represents the volatility of Scales’ NZD share price over a 3-year period.
Earnings Per Share (EPS) Hurdle - Tranche 2
The proportion of performance rights subject to the EPS growth hurdle which may vest is dependent on Scales’ EPS CAGR across a
3-year measurement period. For each tranche that vests the rights are awarded on a straight-line basis dependent on the EPS CAGR
achieved. EPS growth hurdle is considered a non-market condition.
EPS related performance rights vest according to the following performance criteria:
Tranche 2 - % vesting
0%< 5% CAGR
25%= 5% CAGR
26% - 99% (straight-line pro rata)> 5%, < 10% CAGR
100%= 10% CAGR
The EPS performance is calculated across the following periods:
Round Vesting Period
FY23 - Tranche 2 20 December 2023 to the announcement date of the FY25 Result
FY24 - Tranche 2 22 February 2024 to the announcement date of the FY26 Result
FY25 - Tranche 2 26 February 2025 to the announcement date of the FY27 Result
The fair value of the EPS performance rights have been assessed as Scales’ share price as at grant date less the present value of the
dividends forecast to be paid prior to each vesting date.
The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from grant date.
Vesting of performance rights also requires the employee to remain in employment with the Company during the performance period.
The Company has expensed in the income statement $666k (2024: $286k) in relation to performance rights.
Foreign exchange translation reserve
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net
investment, are accounted for in two ways. Gains or losses relating to the effective portion of the hedge are recognised in other
comprehensive income. Any gains or losses relating to the ineffective portion of the hedge are recognised in profit or loss.
Gains or losses arising on translation of foreign subsidiaries results (Note B6) are also recognised in this reserve.
D3. Dividends Attributable to Equity Holders of the Company
20252024
$000's$000's
Final dividend paid - 7.75 (2024: 4.25) cents per share11,082 6,042
Interim dividend declared - 12.50 (2024: 7.25) cents per share1 7, 9 97 10,332
29,079 1 6 , 3 74
All the above dividends were fully imputed.
The 2025 interim dividend was declared on 3 December 2025 and paid on 23 January 2026.
D2. Reserves (continued)
Scales Corporation Limited
82 / Notes to the financial statements
D4. Imputation Credit Account
20252024
$000's$000's
Balance at end of the year8,854 5,901
The imputation credit account balance represents the net amount available at the reporting date that can be attached to future
dividends declared.
The Scales Corporation Limited consolidated tax group for income tax includes Scales Corporation Limited and all New Zealand
registered subsidiary companies other than Scales Employees Limited and Fayman New Zealand Limited.
D5. Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average
number of ordinary shares on issue during the year, excluding shares held as treasury stock. Diluted earnings per share assumes
conversion of all dilutive potential ordinary shares in determining the denominator.
20252024
(Restated)*
Profit attributable to equity holders of the Company, $000’s:
100,988 30,337
Weighted average number of shares:
Ordinary shares142,803,805 142,200,207
Effect of dilutive ordinary shares (non-vested Senior Executive Share Scheme)1,116,045 416,550
Weighted average number of Ordinary Shares for diluted earnings per share 143,919,850 142,616,757
Earnings per share (cents):
Basic - continuing70.7 21.3
Diluted - continuing70.2 21.3
E. Financial Assets and Liabilities
This section explains the financial assets and liabilities of Scales, the related risks and how Scales manages these risks.
Financial assets
Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL) and
‘measured at amortised cost’.
The classification depends on the business model for managing the financial asset and the cash flow characteristics of the financial
asset and is determined at the time of initial recognition or when a change in the business model occurs.
Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss if they are not measured at amortised cost. Gains
and losses on a financial asset designated in this category and not part of a hedging relationship are recognised in profit or loss.
Financial assets measured at amortised cost
The Group’s financial assets held in order to collect contractual cash flows that are solely payments of principal and interest on
the principal outstanding are measured at amortised cost. Cash and cash equivalents, trade receivables and employee loans are
classified in this category.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses (ECL) on investments in debt instruments that are measured at
amortised cost, trade and other receivables. The amount of ECL is updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument.
The Group always recognises lifetime ECL for trade receivables. The ECL on these financial assets is estimated using a provision
matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time
value of money where appropriate.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since
initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the
Group measures the loss allowance for that financial instrument at an amount equal to twelve-month ECL.
* The restatements to comparative period are explained in Section H.
Notes to the financial statements / 83
Annual Report - Year Ended 31 December 2025
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial instrument.
In contrast, twelve-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial
instrument that are possible within twelve months after the reporting date.
For financial assets, the ECL are estimated as the difference between all contractual cash flows that are due to the Group in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.
Financial liabilities measured at amortised cost
The Group’s financial liabilities include trade and other payables, borrowings and lease liabilities. These financial liabilities are initially
recognised at fair value net of any directly attributable costs. Subsequent to initial recognition, they are measured at amortised cost
using the effective interest method.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to
their fair value with reference to observable market data at the end of each reporting period. The resulting gain or loss is recognised
in profit or loss immediately unless the derivative is designated as an effective hedging instrument, in which event the timing of the
recognition in profit or loss depends on the nature of the hedge relationship. The Group designates certain derivatives as cash flow
hedges. A derivative is presented as a non-current asset or a non-current liability where the cash flow will occur after twelve months
and it is not expected to be realised or settled within twelve months. Other derivatives are presented as current assets or current
liabilities.
Hedge accounting
At the inception of a hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception
of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is
highly effective in offsetting changes in cash flows of the hedged item, attributable to the hedged risk.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in
other comprehensive income and accumulated as a separate component of equity in the hedging reserve. The gain or loss relating to
the ineffective portion is recognised immediately in profit or loss, and is included in ‘other income’ or ‘other losses’.
Amounts recognised in the hedging reserve are reclassified from equity to profit or loss in the periods when the hedged item is
recognised in profit or loss, in the same line as the recognised hedged item. Hedge accounting is discontinued when the Group
revokes the hedging relationship, the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge
accounting. Any cumulative gain or loss deferred in the hedging reserve at that time remains in equity and is recognised when
the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was deferred in the hedging reserve is recognised immediately in profit or loss unless the loss is
considered recoverable.
Hedges of net investments in foreign operations
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging
instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated under the
heading of foreign exchange translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit
or loss. Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign exchange
translation reserve are reclassified to profit or loss on the disposal of the foreign operation.
E1. Trade and Other Receivables
20252024
$000's$000's
Trade receivables63,477 33,237
Other receivables1,629 1,416
Receivables from entities accounted for using the equity method862 -
Goods and services tax5,589 3,372
71,557 38,025
E. Financial Assets and Liabilities (continued)
Scales Corporation Limited
84 / Notes to the financial statements
E1. Trade and Other Receivables (continued)
Credit risk management
The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual obligations
resulting in financial loss to the Group. Financial instruments which potentially subject the Group to credit risk principally consist of
cash and cash equivalents, trade and other receivables and advances. The Group performs credit evaluations on trade customers
and obtains trade credit insurance as appropriate but generally does not require collateral. The Group continuously monitors the
credit quality of its major receivables and does not anticipate non-performance of those customers. Cash and cash equivalents are
placed with high credit quality financial institutions.
There is a significant concentration of credit risk with 5 customers who represent 42.18% (2024: 5 customers who represented
26.60%) of trade and other receivables.
The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk.
Included in trade receivables are debts which are past due at balance date, as payment was not received within one month, and
for which provision for ECL was not material as there has not been a significant change in credit quality and the amounts are still
considered recoverable. No collateral is held over these balances although trade credit insurance cover is obtained in respect of some
specific receivables. Interest is not charged on overdue debtors.
Ageing of past due trade receivables:
20252024
$000's$000's
1 month26,758 6,614
2 months4,728 2,019
More than 2 months3,520 2,982
35,006 11,615
There was an ECL provision of $5.0m as at 31 December 2025 (2024: $0.3m), which is included within the trade receivables balance
above.
E2. Other Financial Assets
Current
At fair value:
Foreign currency derivative instruments4,311 1,470
Interest rate swap contracts and forward rate agreements375 760
4,686 2,230
Non-current:
At fair value:
Foreign currency derivative instruments2,700 3,636
Interest rate swap contracts and forward rate agreements13 504
Shares in unlisted companies284 185
At amortised cost:
Employee loans3,426 3,113
Security deposits held as bank guarantee collateral52 -
Related party loans26,788 29,750
33,263 3 7,1 8 8
E3. Trade and Other Payables
Trade payables43,526 14,011
Accruals13,090 10,216
Contract liability8,805 -
Employee entitlements11,614 5,625
7 7,0 3 5 29,852
Notes to the financial statements / 85
Annual Report - Year Ended 31 December 2025
E4. Borrowings
Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured
at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit
or loss over the period of the borrowing using the effective interest method. The fair value of current and non-current borrowings is
approximately equal to their carrying amount.
The Group replaced existing Multi-Option Facility Agreements with Coöperatieve Rabobank U.A., New Zealand Branch (Rabobank)
and Westpac New Zealand Limited (Westpac) with new agreements on 11 November 2021. The existing facility agreement with ANZ
Bank New Zealand Limited (ANZ) was also replaced with a new agreement on 11 November 2021.
Australian subsidiaries ANZ Exports Pty Ltd, Fayman International Group Pty Ltd and Meateor Australia Pty Ltd individually have
Business Finance Agreements with Westpac Banking Corporation (Westpac Australia), covering term debt, trade finance (seasonal
facilities) and overdrafts.
Profruit (2006) Limited has an overdraft facility agreement with Westpac New Zealand Limited.
USD Term debt remaining at 31 December 2025 is designated as a hedge of net investments in foreign operations.
AUD Term debt relates to Fayman International Group Pty Ltd and Meateor Australia Pty Ltd.
Facility limitUndrawn facility
Term facilities
2025202420252024
$000's$000's$000's$000's
Rabobank USD23,635 11,635 - -
Westpac USD23,635 11,635 - -
Westpac (Australia) AUD6,208 - 250 -
Seasonal facilities and overdraft facility
Rabobank seasonal facility20,000 20,000 20,000 20,000
Westpac seasonal facility20,000 20,000 20,000 20,000
ANZ overdraft1,000 1,000 1,000 1,000
Westpac overdraft- - - -
Westpac (Australia) seasonal facility (Trade finance)
AUD
60,500 - 14,334 -
Westpac (Australia) overdraft AUD13,500 - 7, 9 0 5 -
Group term debt under the New Zealand banking syndicate is subject to financial covenants tested quarterly on 31 March, 30 June,
30 September and 31 December of each year. The covenant measures the interest cover ratio and net debt to EBITDA ratio of the
Charging Group. The Group has complied with all financial covenants in 2025 and 2024. There are no indications the Group will have
difficulty complying with the covenants in the next 12 months.
Fayman International Group Pty Ltd (FIG) debt is subject to financial covenants tested semi-annually on 30 June and 31 December
of each year. The covenant measures the financial debt to EBITDA ratio and the capital ratio. At 31 December 2025, FIG was in
breach of its capital ratio covenant. Under the terms of the Business Finance Agreement, this breach gave the lender the contractual
right to demand immediate repayment of all outstanding FIG facilities. As a formal waiver was not in place at the reporting date, the
Group does not have an unconditional right to defer settlement for at least 12 months. Consequently, in accordance with NZ IAS 1, the
carrying amount of FIG’s term facilities of $2.1 million have been classified as current liabilities. Subsequent to balance date, on 29
January 2026, a Reservation of Rights letter was issued by the lender. The lender acknowledged the breach and confirmed they do
not currently intend to take enforcement action, subject to FIG providing satisfactory remediation plans and updated forecasts.
Meateor Australia Pty Ltd (MAP) debt is subject to financial covenants tested annually on 30 June of each year. The covenant
measures the interest cover ratio, financial debt to EBITDA ratio and the capital ratio. MAP has complied with all financial covenants in
2025.
The floating interest rate is 1.20% to 6.27% (2024: 1.20% to 6.97%). USD term borrowing facilities expire 1 July 2027. AUD term
borrowing facilities mature on 21 June 2027 (MAP) and 27 October 2027 (FIG). Although FIG’s contractual maturity is 27 October
2027, FIG’s term borrowings are classified as current at 31 December 2025 due to the covenant breach and absence of a balance date
waiver. Seasonal facilities, trade finance drawings and overdrafts presented as current borrowings are repayable within 12 months.
New Zealand bank facilities are secured by a first ranking security interest granted by each of the Charging Group Companies over
all its present and after acquired property (including proceeds) and a first ranking security interest over any of the Charging Group
Companies’ present and future assets and undertakings which are not personal property. The bank facilities are also secured by first
and exclusive registered mortgages over property comprising coolstores, orchards and industrial and commercial property owned
by members of the Charging Group. Charging Group Companies as at 31 December 2025 are Scales Corporation Limited, Scales
Holdings Limited, Mr Apple New Zealand Limited, New Zealand Apple Limited, Fern Ridge Produce Limited, Profruit (2006) Limited,
Geo.H.Scales Limited, Meateor Foods Limited, Scales Logistics Limited and Meateor Group Limited.
Scales Corporation Limited
86 / Notes to the financial statements
Australian bank facilities are secured by a mortgage over lease security and a General Security over all existing and future assets and
undertakings of Meateor Australia Pty Ltd, Meateor Aus Services Pty Ltd, Fayman International Group Pty Ltd, FI Group Holding Pty
Ltd, ANZ Exports Pty Ltd and Fayman New Zealand Limited.
20252024
Seasonal (current) and term (non-current) borrowings:$000's$000's
Opening balance41,259 65,647
Debt acquired on acquisition through business combination53,224 5,444
Drawdowns74 ,73 3 81,500
Repayments(34,715)(116,024)
Net drawdown on trade finance facilities13,548 -
Effect of foreign currency translation692 4,692
Closing balance1 4 8 ,741 41,259
E5. Other Financial Liabilities
Current financial liabilities at fair value
Foreign currency derivative instruments6,812 23 ,700
Put options - Shelby JV LLC- 18,218
6,812 41,918
Non-current financial liabilities at fair value
Foreign currency derivative instruments12,847 18,688
Interest rate swaps
43 -
Put options - ANZ Exports Pty Ltd
1,559 -
14,449 18,688
In 2018 the Group acquired 60% of Shelby JV LLC and its subsidiaries Shelby Foods LLC, Shelby Exports Inc, Shelby Cold Storage
LLC, Shelby Trucking LLC and Shelby Properties LLC (collectively, Shelby Group).
As part of the original transaction, the Company entered into an agreement with the vendor whereby the vendor had an option to put
a further 5% of total units in Shelby Group to Scales at a value based on a multiple of Shelby Group EBITDA. The obligation to acquire
the ownership interest under the put option was included in other financial liabilities in 2024. The option has been cancelled as part of
the further 7.5% acquisition in April 2025.
In 2025 the Group acquired an additional 42.5% of ANZ Exports Pty Ltd. As part of the transaction, the non-controlling interest has
the option to put their 15% of share equity to Scales at a value based on a multiple on ANZ Exports Pty Ltd EBITDA. This transaction
has been accounted for as a gross liability in other financial liabilities and impacting NCI.
E6. Interest Rate Risk
Interest rate risk management
The Group is exposed to interest rate risk as it borrows funds at floating interest rates. Management monitors the level of interest rates
on an ongoing basis and may use interest rate swaps and forward rate agreements to manage interest rate risk.
Interest rate swap contracts and forward rate agreements
Under interest rate swap contracts and forward rate agreements, the Group agrees to exchange the difference between fixed and
floating rate interest amounts calculated on agreed notional principal amounts. Such contracts, some of which can commence in
future reporting years, enable the Group to mitigate the risk of changing interest rates on the cash flow exposures on the issued
floating rate debt. The fair value of these contracts at the reporting date is determined by discounting the future cash flows using the
forward interest rate curves at reporting date and the credit risk inherent in the contracts. The average contracted fixed interest rate is
based on the notional principal amount at balance date.
The Group’s interest rate swap contracts and forward rate agreements are classified as Level 2 in the fair value hierarchy.
E4. Borrowings (continued)
Notes to the financial statements / 87
Annual Report - Year Ended 31 December 2025
Interest rate swap contracts:
Fixed Interest RateNotional principal amountFair value
202520242025202420252024
%%$000's$000's$000's$000's
Maturity Date
Within 1 year1.05 0.89 9,501 9,752 238 215
2-5 years3.32 2.53 25,048 28,369 107 1,049
After 5 years- - - - - -
34,548 38,121 345 1,264
These interest rate swap contracts and forward rate agreements, exchanging floating rate interest amounts for fixed rate interest
amounts, are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting from floating interest
rates on borrowings. The interest rate swap and forward rate agreement payments, and the interest payments on the loans occur
simultaneously, and the amount deferred in equity is recognised in profit or loss over the period that the floating rate interest payments
on debt impact profit or loss.
As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs
a qualitative assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the
corresponding hedged items will systematically change in opposite directions in response to movements in the underlying interest
rates. The main source of hedge ineffectiveness in these hedge relationships (which is not material) is the effect of the counterparty
and the Group’s own credit risk on the fair value of the interest rate swap contract, which is not reflected in the fair value of the hedged
item attributable to the change in interest rates. No other sources of ineffectiveness emerged from these hedging relationships.
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative
instruments at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at
reporting date was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to key
management personnel and represents management’s assessment of the reasonably possible change in interest rates. Impact on net
profit after tax assumes that none of floating interest rate borrowings were hedged.
20252024
+1%-1%+1%-1%
$000's$000's$000's$000's
Impact on net profit after tax422 (42 2)350 (350)
Impact on cash flow hedge reserve net of tax738 (776)708 ( 74 9)
E7. Foreign Currency Risk
Foreign currency risk management
Foreign currency risk is the risk that the value of the Group’s assets and liabilities or revenues and expenses will fluctuate due to
changes in foreign exchange rates. The Group is exposed to currency risk as a result of normal trading transactions denominated in
foreign currencies. The currencies in which the Group primarily trades are the Australian dollar, Euro, Canadian dollar, Great Britain
pound and United States dollar, with the largest exposure being to the United States dollar.
Currency risk is managed by the natural hedge of foreign currency receivables and payables and the use of foreign currency derivative
financial instruments. The fair value of foreign currency derivative financial instruments at the reporting date is determined on a
discounted cash flow basis whereby future cash flows are estimated based on forward exchange rates and contract forward rates,
discounted at a rate that reflects the credit risk of various counterparties.
The Group’s forward foreign exchange contracts and foreign exchange options are classified as Level 2 in the fair value hierarchy.
Foreign currency instruments at balance date:
20252024
Contract ValueFair ValueContract ValueFair Value
$000's$000's$000's$000's
Sale commitments forward foreign exchange contracts990,646 (11,152)572,711 (28,487)
Sale commitments foreign exchange options101,818 (1,496)178,507 (8 ,795)
E6. Interest Rate Risk (continued)
Scales Corporation Limited
88 / Notes to the financial statements
These foreign currency instruments are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting
from movements in foreign currency exchange rates on anticipated future transactions. It is anticipated that the sales will take place
during the 2026 to 2030 financial years at which stage the amount deferred in equity will be released into profit or loss.
For hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and underlying) of the
foreign currency instruments and their corresponding hedged items are the same, the Group performs a qualitative assessment of
effectiveness and it is expected that the value of the instruments and the value of the corresponding hedged items will systematically
change in opposite directions in response to movements in the underlying exchange rates. The Group uses the hypothetical derivative
method for the hedge effectiveness assessment and measurement of hedge ineffectiveness. As for the hedge of the net investment
in Meateor US LLC sub-group, the Group assesses effectiveness by comparing the nominal amount of the net assets designated in
the hedge relationship with the nominal amount of the hedging instrument. This is a simplified approach because the currency of the
exposure and hedging instruments perfectly match and the Group excludes from the designation the foreign currency basis spread.
The following table demonstrates the sensitivity to a reasonably possible change of 5% in the value of New Zealand dollar against
other foreign currencies, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the
fair value of monetary assets and liabilities. The impact on the Group’s equity is due to changes in the fair value of forward exchange
contracts designated as cash flow hedges.
20252024
+5%-5%+5%-5%
$000's$000's$000's$000's
Impact on net profit after tax
USD(814)900 (554)612
AUD432 (47 7)(6)6
EUR(32)35 (2)2
GBP- - (4)4
CAD- - - -
NZD
5 (6)- -
Impact on cash flow hedge reserve net of tax
USD(31,376)28,337 (21,847)19,588
AUD(2,132)1,929 (6)5
EUR(2,590)2,298 (2,320)2,086
GBP(845)74 8 (807)714
CAD(736)666 (250)226
NZD(18)16 - -
E8. Categories of Financial Instruments
20252024
$000's$000's
Financial assets:
Amortised cost160,906 121,269
Derivative instruments in designated hedge accounting relationships7,399 6,370
Fair value through profit or loss284 185
168,589 1 2 7, 8 24
Financial liabilities:
Amortised cost385,315 1 47, 8 2 8
Derivative instruments in designated hedge accounting relationships19,702 42,388
Fair value through profit or loss1,559 18,218
406,576 208,434
The carrying amount of financial instruments at amortised cost approximates their fair value.
E7. Foreign Currency Risk (continued)
Notes to the financial statements / 89
Annual Report - Year Ended 31 December 2025
Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets and liabilities.
The following table details the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based
on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table
includes both interest and principal cash flows. Foreign currency derivative liabilities are presented below at fair value.
E9. Maturity Profile of Financial Liabilities
On demandWithin 3 months4 months to 1 year1-5 years To t a l
$000’s$000's$000's$000's$000's
2025
Trade and other payables-7 7, 0 3 5 - - 7 7, 0 3 5
Dividend declared-1 7, 9 97 - - 1 7, 9 97
Put options-- - 1,559 1,559
Bank overdrafts6,475-- - 6,475
Borrowings62,2271,559 4,7148 7, 2 3 7155,737
Purchase price payable-- 8,310 33,238 41,548
Foreign currency derivatives-332 6,480 12,847 19,659
68,70296,923 19,504134,881320,010
2024
Trade and other payables-29,852 - - 29,852
Dividend declared-10,332 - - 10,332
Put options-18,218 - - 18,218
Borrowings-624 990 42,550 44,164
Foreign currency derivatives-1,441 21,034 19,913 42,388
-60,467 22,024 62,463 144,954
F. Group Structure
This section provides information about Scales’ Group structure and how it affects the financial position and performance of the
Group. It includes information about subsidiaries and non-controlling interests.
F1. Subsidiary Companies
Holding
Subsidiary companiesPrincipal activityCountry of incorporation20252024Balance date
ANZ Exports Pty LtdTrading companyAustralia85%42.5%31 December
Fayman International Group Pty LtdTrading companyAustralia100%50%31 December
Fayman New Zealand LimitedTrading companyNew Zealand95%47. 5%31 December
Fern Ridge Produce LimitedTrading companyNew Zealand 100%100%31 December
FI Group Holding Pty LtdHolding companyAustralia100%50%31 December
Geo. H. Scales Limited Non trading companyNew Zealand 100%100%31 December
Longview Group Holdings LimitedNon trading companyNew Zealand 100%100%31 December
Meateor Australia Pty LtdTrading companyAustralia100%50%31 December
Meateor Australia Services Pty LtdTrading companyAustralia100%50%31 December
Meateor Foods Australia Pty LimitedTrading companyAustralia100%100%31 December
Meateor Foods LimitedTrading companyNew Zealand 100%100%31 December
Meateor Group LimitedHolding companyNew Zealand 100%100%31 December
Meateor US LLCHolding companyUnited States100%100%31 December
E8. Categories of Financial Instruments (continued)
Scales Corporation Limited
90 / Notes to the financial statements
Holding
Subsidiary companiesPrincipal activityCountry of incorporation20252024Balance date
Mr Apple New Zealand LimitedTrading companyNew Zealand 100%100%31 December
New Zealand Apple LimitedTrading companyNew Zealand 100%100%31 December
Profruit (2006) LimitedTrading companyNew Zealand 100%100%31 December
Scales Employees LimitedCustodial companyNew Zealand 100%100%31 December
Scales FI Group Holding Pty LtdHolding companyAustralia100%100%31 December
Scales Holdings LimitedHolding companyNew Zealand 100%100%31 December
Scales Logistics LimitedFreight consolidatorNew Zealand 100%100%31 December
Scales Logistics Australia Pty LtdFreight consolidatorAustralia100%100%31 December
Selacs Insurance LimitedInsurance companyNew Zealand 100%100%31 December
Shelby Cold Storage, LLC Coldstore operatorUnited States6 7. 5%60%31 December
Shelby Exports, IncNon trading companyUnited States6 7. 5%60%31 December
Shelby Foods, LLC Trading companyUnited States6 7. 5%60%31 December
Shelby JV LLCHolding companyUnited States6 7. 5%60%31 December
Shelby Properties LLCNon trading companyUnited States6 7. 5%60%31 December
Shelby Trucking LLCTrading companyUnited States6 7. 5%60%31 December
Subsidiary companies are controlled by the Company. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary.
F2. Non-Controlling Interests
The following non-wholly owned subsidiaries of the Group have material non-controlling interests.
Proportion of equity interest held by non-controlling interests:
Subsidiary companiesCountry of incorporation
Non-controlling interest
20252024
ANZ Exports Pty LtdAustralia15%N /A
Fayman New Zealand LimitedNew Zealand 5%N /A
Shelby JV LLC and its subsidiariesUnited States32.5%40%
F1. Subsidiary Companies (continued)
Notes to the financial statements / 91
Annual Report - Year Ended 31 December 2025
Summarised financial information for ANZ Exports Pty Ltd
On 30 September 2025 the Group acquired a further 42.5% interest in ANZ Exports Pty Ltd, bringing to the total Group ownership
interest to 85% and we have gained control in the entity (see note F3).
The summarised financial information in respect of the Group’s subsidiary that has material non-controlling interests as at
31 December 2025, reflecting 100% of the underlying subsidiary’s relevant figures, is set out below:
2025
$000's
Statement of financial position
Current assets19,610
Non-current assets352
Current liabilities(1 7, 3 0 5)
Non-current liabilities-
Net assets2,657
Attributable to:
Equity holders of the Company2,259
Non-controlling interests399
Total dividends paid to non-controlling interests-
2025
O c t– D e c
$000’s
Statement of comprehensive income
Total revenue25,566
Net profit for the year225
Attributable to:
Equity holders of the Company191
Non-controlling interests34
Statement of cash flows
Net cash provided by operating activities2,216
Net cash provided by investing activities-
Net cash used in financing activities(2,216)
Net decrease in cash(1)
F2. Non-Controlling Interests (continued)
Scales Corporation Limited
92 / Notes to the financial statements
F2. Non-Controlling Interests (continued)
Summarised financial information for Shelby JV LLC and its subsidiaries
On 16 April 2025 the Group acquired a further 7.5% interest in Shelby JV LLC for USD $24.35m, bringing the total Group ownership
interest to 67.5%. As part of the acquisition, the put option over 5% of Shelby JV LLC was cancelled.
The transaction has been accounted for as an equity transaction. The incremental directly attributable transaction costs incurred
to acquire the additional 7.5% interest were deducted from parent equity. The difference between the amount by which the non-
controlling interests were adjusted and the fair value of the consideration paid was recognised directly in equity and attributed to the
owners of the parent.
The summarised financial information in respect of the Group’s subsidiary that have material non-controlling interests as at
31 December 2025, reflecting 100% of the underlying subsidiary’s relevant figures, is set out below:
20252024
$000's$000's
Statement of financial position
Current assets35,016 3 7,78 9
Non-current assets21,767 1 7, 6 6 9
Current liabilities(9,414)(1 0 ,74 6)
Non-current liabilities(65)(14 4)
Net assets47, 3 0 5 44,567
Attributable to:
Equity holders of the Company31,931 2 6 ,74 0
Non-controlling interests1 5 , 3 74 1 7, 8 2 7
Total dividends paid to non-controlling interests14,846 17,175
Statement of comprehensive income
Total revenue234,843 235,136
Net profit for the year48,060 48,327
Attributable to:
Equity holders of the Company31,383 28,996
Non-controlling interests16,676 19,331
Statement of cash flows
Net cash provided by operating activities52,989 50,589
Net cash used in investing activities(6,366)(5,650)
Net cash used in financing activities(4 4,758)(43,026)
Net increase in cash1,865 1,913
F3. Acquisition of Australian Entities
On 29 September 2025 the Group entered into a sale and purchase agreement with Fayman International Pty Limited and Colorado
Aus Pty Limited to purchase the remaining 50% of FI Group Holding Pty Limited (FIG) and its subsidiaries for $69.2m and an
additional 42.5% of ANZ Exports Pty Limited (ANZ) for $3.8m.
On 29 September 2025 the Group also entered into a sale and purchase agreement with JAGF Pty Limited, PMI Investments Pty
Limited, Maramel Pty Limited, JMA International Pty Limited and Colorado Aus Pty Limited to purchase the remaining 50% of
Meateor Australia Pty Limited (MAP) and its subsidiary for $17.4m.
On 30 September 2025, the acquisition date, these transactions were settled for a total acquisition price of $90.5m. At acquisition,
the discounted fair value of the consideration was $84.7m. MAP and FIG became wholly owned subsidiaries, and ANZ an 85% owned
subsidiary.
Consideration is as follows:
• AUD 37.8m converted at 30 September 2025 to NZD 43.0m paid in cash on 30 September 2025;
• AUD 5.3m converted at 30 September 2025 to NZD 6.0m payable in new shares to be issued on or about 31 October 2025;
• AUD 36.4m converted at 30 September 2025 to NZD 41.5m payable in five annual instalments of AUD 7.3m (NZD 8.3m) each, starting
on 30 September 2026 and ending on 30 September 2030. The acquisition fair value of the deferred consideration was $35.7m.
The purchase price is payable in AUD.
Notes to the financial statements / 93
Annual Report - Year Ended 31 December 2025
Subsequently, AUD 11.6m converted to NZD 13.2m was paid in cash for the repayment of the related party loan on 30 September
2025.
The sale and purchase agreements were simultaneous and interdependent. Both included a lockbox arrangement, whereby the
Group was entitled to 100% of MAP and FIG earnings and 85% of ANZ earnings from 1 April 2025.
ANZ’s and FIG’s extensive edible protein distribution networks with global supply chains, and MAP’s manufacturing facility in
Melbourne are strategically important to the Global Proteins division, and the acquisitions align with the Group long term growth
strategy.
Purchase of the 50% in FIG, 42.5% in ANZ, and 50% in MAP were treated as a stepped business combination. The previously held
interest was remeasured to fair value at the acquisition date with any gain or loss on the measurement recognised in profit or loss.
Due to the complexity and material nature of the acquisitions, the intangible assets acquired in the transaction are determined on a
provisional basis. The remainder of the business combination accounting was finalised at 31 December 2025.
Details of the ANZ acquisition
Carrying value on
acquisition
Fair value on
acquisition
$000’s$000's
Current assets
Cash and bank balances9 9
Trade and other receivables5,213 5,213
Derivative assets137 137
Inventory9,075 9,308
Prepayments492 492
Non-current assets
Deferred tax asset320 250
Current liabilities
Trade and other payables(4,973)(4,973)
Current tax payable(291)(291)
Derivative liabilities(41)(41)
Related party payables(5,200)(5,200)
Borrowings (2,547)(2,547)
Net assets acquired2,194 2,357
Consideration paid in cash1,946
Consideration paid in Scales Corporation Limited shares309
Fair value of deferred consideration1,291
Fair value of the previously held equity interest3,546
Less fair value of 15% non-controlling interest(354)
Less fair value of identifiable assets acquired and liabilities assumed(2,357)
Goodwill4,381
Fair value measurement of deferred consideration
The deferred consideration was measured at its fair value at the acquisition date, using a discount rate of 5.26%. The discount rate is
Group’s incremental borrowing rate, reflecting the time value of money, foreign exchange risk and credit risk. The valuation was based
on contractual payment terms and assumes no early settlement or default.
F3. Acquisition of Australian Entities (continued)
Scales Corporation Limited
94 / Notes to the financial statements
Details of the ANZ acquisition (continued)
Fair value measurement of deferred consideration (continued)
Future payment dateNominal amountDiscounted amountNominal amountDiscounted amount
AUD 000’sAUD 000’sNZD 000’sNZD 000’s
30-Sep-26264 252 301 287
3 0-Sep-27264 239 301 272
30-Sep-28264 227 301 258
30-Sep-29264 215 301 244
30-Sep-30264 202 301 230
To t a l1,320 1,135 1,505 1,291
The deferred consideration is classified as a financial liability measured at amortised cost. Interest expense arising from unwinding the
discount is recognised in the profit or loss in the consolidated statement of comprehensive income over the payment period using the
effective interest method.
Fair value measurement of identifiable net assets acquired
Inventory acquired has been measured at fair value, being the sales price less costs to sell. Costs to sell include the cost of raw
materials, processing, inbound and outbound freight, and other applicable sale costs.
Previously held equity interest
A gain of $2.5m was recognised as a result of measuring at fair value the 42.5% equity interest in ANZ held prior to the business
combination. The gain is included in other income in the consolidated statement of comprehensive income for the year ended
31 December 2025.
Non-controlling interest
The Group has elected to measure the 15% non-controlling interest (NCI) arising from this acquisition at the proportionate share of the
fair value of the identifiable net assets at the acquisition date. Accordingly, no goodwill has been attributed to NCI. NCI is included as a
separate component of equity in the consolidated statement of financial position.
Goodwill arising on acquisition
Goodwill recognised on acquisition represents expected growth opportunities and further access to global markets.
Post acquisition performance
From 1 October 2025 to 31 December 2025, ANZ contributed $21.5m in revenue and $0.2m in net profit to the Group. Had ANZ been
consolidated from 1 January 2025, the consolidated statement of comprehensive income would have included revenue of $57.7m and
net profit of $0.8m.
Details of the FIG acquisition
Carrying value on
acquisition
Fair value on
acquisition
$000’s$000's
Current assets
Cash and bank balances357 357
Trade and other receivables12,781 12,781
Current tax asset134 134
Derivative assets2,377 2,377
Inventory73,502 76,407
Prepayments1,051 1,051
Related party receivables5,272 5,272
Non-current assets
Plant and equipment301 301
Deferred tax asset2,183 1,303
Right-of-use asset344 377
F3. Acquisition of Australian Entities (continued)
Notes to the financial statements / 95
Annual Report - Year Ended 31 December 2025
Carrying value on
acquisition
Fair value on
acquisition
$000’s$000's
Current liabilities
Trade and other payables(26,026)(26,026)
Contract liability( 7, 6 4 6)( 7, 6 4 6)
Derivative liabilities(66)(66)
Borrowings - current(31,693)(31,693)
Lease liability - current(88)(88)
Non-current liabilities
Borrowings - non-current(2,371)(2,371)
Lease liability - non-current(28 4)(289)
Net assets acquired30,128 32,181
Consideration paid in cash35,859
Consideration paid in Scales Corporation Limited shares5,687
Fair value of deferred consideration23,879
Fair value of the previously held equity interest65,425
Less fair value of identifiable assets acquired and liabilities assumed(32,181)
Goodwill98,669
Fair value measurement of deferred consideration
The deferred consideration was measured at its fair value at the acquisition date, using a discount rate of 5.26%. The discount rate is
Group’s incremental borrowing rate, reflecting the time value of money, foreign exchange risk and credit risk. The valuation was based
on contractual payment terms and assumes no early settlement or default.
Future payment dateNominal amountDiscounted amountNominal amountDiscounted amount
AUD 000’sAUD 000’sNZD 000’sNZD 000’s
30-Sep-264,864 4,638 5,555 5,297
3 0-Sep-274,864 4,410 5,555 5,036
30-Sep-284,864 4,181 5,555 4,775
30-Sep-294,864 3,953 5,555 4,515
30-Sep-304,864 3 ,727 5,555 4,256
To t a l24,320 20,909 2 7,7 75 23,879
The deferred consideration is classified as a financial liability measured at amortised cost. Interest expense arising from unwinding the
discount is recognised in the profit or loss in the consolidated statement of comprehensive income over the payment period using the
effective interest method.
Fair value measurement of identifiable net assets acquired
Inventory acquired has been measured at the fair value, being the sales price less costs to sell. Costs to sell include the cost of raw
materials, processing, inbound and outbound freight, and other applicable sale costs.
Previously held equity interest
A gain of $23.9m was recognised as a result of measuring at fair value the 50% equity interest in FIG held prior to the business
combination. The gain is included in other income in the consolidated statement of comprehensive income for the year ended
31 December 2025.
Goodwill arising on acquisition
Goodwill recognised on acquisition represents expected growth opportunities and further access to global markets.
Post acquisition performance
From 1 October 2025 to 31 December 2025, FIG contributed $189m in revenue and $3m in net profit to the Group. Had FIG been
consolidated from 1 January 2025, the consolidated statement of comprehensive income would have included revenue of $525m and
net profit of $10.8m.
F3. Acquisition of Australian Entities (continued)
Details of the FIG acquisition (continued)
Scales Corporation Limited
96 / Notes to the financial statements
Details of the MAP acquisition
Carrying value on
acquisition
Fair value on
acquisition
$000’s$000's
Current assets
Cash and bank balances4,493 4,493
Trade and other receivables7, 3 1 1 7, 3 1 1
Derivative assets85 85
Inventory15,196 16,044
Prepayments510 510
Non-current assets
Property, plant and equipment24,521 2 7, 8 5 5
Right-of-use asset9,759 10,111
Current liabilities
Trade and other payables(6,653)(6,653)
Current tax payable(169)(169)
Derivative liabilities(169)(169)
Borrowings (16,613)(16,613)
Lease liability current(1,000)(1,000)
Non-current liabilities
Deferred tax(2,186)(3,580)
Related party loan(20, 83 4)(23,650)
Lease liability non-current(9,222)(9,111)
Net assets acquired5,029 5,464
Consideration paid in cash5 , 1 74
Fair value of deferred consideration10,551
Fair value of the previously held equity interest15,725
Less fair value of identifiable assets acquired and liabilities assumed(5,4 64)
Goodwill25,986
Fair value measurement of deferred consideration
The deferred consideration was measured at its fair value at the acquisition date, using a discount rate of 5.26%. The discount rate is
Group’s incremental borrowing rate, reflecting the time value of money, foreign exchange risk and credit risk. The valuation was based
on contractual payment terms and assumes no early settlement or default.
Future payment dateNominal amountDiscounted amountNominal amountDiscounted amount
AUD 000’sAUD 000’sNZD 000’sNZD 000’s
30-Sep-262,156 2,056 2,454 2,340
3 0-Sep-272,156 1,955 2,454 2,225
30-Sep-282,156 1,853 2,454 2,110
30-Sep-292,156 1,752 2,454 1,995
30-Sep-302,156 1,652 2,454 1,881
To t a l10,780 9,268 12,270 10,551
The deferred consideration is classified as a financial liability measured at amortised cost. Interest expense arising from unwinding the
discount is recognised in the profit or loss in the consolidated statement of comprehensive income over the payment period using the
effective interest method.
F3. Acquisition of Australian Entities (continued)
Notes to the financial statements / 97
Annual Report - Year Ended 31 December 2025
Details of the MAP acquisition (continued)
Fair value measurement of identifiable net assets acquired
An external valuation was obtained to determine the fair value of plant and equipment on acquisition.
Inventory acquired has been measured at the fair value, being the sales price less costs to sell. Costs to sell include the cost of raw
materials, processing, inbound and outbound freight, and other applicable sale costs.
Previously held equity interest
A gain of $13.9m was recognised as a result of measuring at fair value the 50% equity interest in MAP held prior to the business
combination. The gain is included in other income in the consolidated statement of comprehensive income for the year ended
31 December 2025.
Goodwill arising on acquisition
Goodwill recognised on acquisition represents expected growth opportunities and further access to global markets.
Post acquisition performance
From 1 October 2025 to 31 December 2025, MAP contributed $16.9m in revenue and $0.7m in net profit to the Group. Had MAP been
consolidated from 1 January 2025, the consolidated statement of comprehensive income would have included revenue of $64m and
net profit of $2.4m.
G. Other
G1. Capital Commitments
20252024
$000's$000's
Apple trees purchase commitments143 -
Property, plant and equipment purchase commitments662 3,194
G2. Leases
The Group as a lessee
The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognised a right-of-use asset
and a corresponding liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as
leases with a lease term of twelve months or less) and leases of low value assets. For these leases, the Group applies the practical
expedient and recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless
another systematic basis is more representative of the time pattern in which economic benefits from the lease assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing
rate (IBR).
Lease payments included in the measurement of the lease liability comprise:
• fixed lease payments (including in-substance fixed payments), less any lease incentives;
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
• the amount expected to be payable by the lessee under residual value guarantees;
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate;
• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in
which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate;
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before
the commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
F3. Acquisition of Australian Entities (continued)
Scales Corporation Limited
98 / Notes to the financial statements
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located
or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and
measured under NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Right-of-use assets are depreciated over the shorter period of either the lease term or the useful life of the underlying asset. If a
lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a
purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
The Group applies NZ IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss under this standard.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use
asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments
occurs and are included in the line “Administration and operating expenses” in the statement of comprehensive income.
As a practical expedient, NZ IFRS 16 permits a lessee to not separate non-lease components, and instead account for any lease and
associated non-lease components as a single arrangement.
Right-of-use assets
Land and
buildings
Plant and
equipment
Office equipment
motor and
vehiclesTo t a l
$000's$000's$000's$000's
Carrying Amount
Balance at 1 January 2024
44,252 294 5,026
49,572
Additions1 7, 0 1 4 127 2,981
20,122
Lease modification(793)- (19)
(812)
Depreciation expense( 7, 0 42 )(302)(1,941)
(9,285)
Balance at 31 December 202453,431 119 6,047 59,597
Additions50,219 206 1,048
51,473
Lease terminations(415)- -
(415)
Depreciation expense(8,595)(180)(2,024)
(10,799)
Balance at 31 December 202594,640 145 5,071 99,856
20252024
$000's$000's
Amounts recognised in profit and loss
Depreciation expense on right-of-use assets10,799 9,285
Gain on lease modification(59)(79)
Interest expense on lease liabilities4 ,74 0 3 ,7 74
Expense relating to short-term leases and low-value assets1,822 1,287
Lease liabilities
Current15,971 13,464
Non-current97, 6 6 2 52,921
Maturity analysis (undiscounted cash flows)
Ye a r 115,996 13,471
Ye a r 214,881 12,973
Ye a r 313,104 11,214
Ye a r 411,775 9,489
Ye a r 510,655 8,077
Onwards98,329 35,946
1 6 4 ,74 0 91,170
G2. Leases (continued)
Notes to the financial statements / 99
Annual Report - Year Ended 31 December 2025
20252024
$000's$000's
Cash outflows for leases
Interest on lease liabilities4 ,74 0 3 ,7 74
Repayments of lease liabilities8,464 9,075
Short-term leases and low-value asset leases1,822 1,287
15,026 14,136
Sale and leaseback
On 29 August 2025, the Group subsidiary Mr Apple New Zealand Limited completed a transaction to sell and leaseback Whakatu
Coolstores.
The lease has an initial lease term of 20 years with rights of renewal for a further 15 years. The Group has recognised a right-of-use
asset from the leaseback for the initial 20 year term.
Total right-of-use asset additions recognised from the leaseback of the property amounted to $18.2 million. Proceeds from the sale
and associated lease payments are included in the statement of cash flows. A gain on sale of $0.2m from the sale and leaseback was
recognised in other income.
G2. Leases (continued)
Scales Corporation Limited
100 / Notes to the financial statements
G3. Related Party Disclosures
Transactions with related parties
Certain Directors or senior management have relevant interests in companies with which Scales has transactions in the normal
course of business. A number of Scales Directors are also non-executive directors of other companies. Any transactions undertaken
with these entities have been entered in the ordinary course of business.
Key management personnel remuneration
The compensation of the Directors and executives, being the key management personnel of the Group, is as follows:
20252024
$000's$000's
Short-term employee benefits10,358 8,431
Share-based payments650 456
Post-employment benefits412 342
11,420 9,229
As at 31 December 2025, 651,276 (31 December 2024: 827,989) shares were on issue to key management personnel in accordance
with the Share Scheme described in note D2.
During 2025, 342,705 (2024: 332,746) new PSR were issued to key management personnel in accordance with the PSR Scheme
described in note D2.
Transactions with equity accounted entities
Revenue from sale of goods- 3,228
Revenue from services18,059 14,364
Loss on related party loans- (1,663)
Dividends and distributions received2,645 1,545
Interest received2,219 1,621
Materials and services received(2,182)( 7, 6 1 7 )
Trade receivables at balance date2,532 1,563
Trade payables at balance date(51)-
Related party loans26,788 29,750
The amounts above include entities that were equity accounted until 30 September 2025.
In October 2022, Meateor Group Limited, along with the other joint venture partners, agreed a financing arrangement with Meateor
Australia Pty Limited for a term of 5 years. The total facility provided to Meateor Australia Pty Limited is AUD 4 million with the interest
rate on the drawdown balances charged at 5% per annum.
In July 2023 the financing arrangement with Meateor Australia Pty Limited was amended to nil interest over the term of the loan.
In September 2025, with the acquisition of the remaining 50%, Meateor Group Limited took over the joint venture partners’ balance of
AUD 4 million.
The loan balance has been recorded using the effective interest method.
In August 2023, a financing arrangement was agreed with Esro Petfood B.V. The total facility available to Esro Petfood B.V. is €15m.
The total drawdown at year end is €12.9m. Interest is charged on each drawdown calculated quarterly at an interest rate of EURIBOR
plus 4%. The facilities are secured and each has a term of 60 months from its initial date of utilisation.
Notes to the financial statements / 101
Annual Report - Year Ended 31 December 2025
G4. Contingent Liabilities
There are no contingent liabilities as at 31 December 2025 (2024: Nil).
G5. Events Occurring After Balance Date
There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial statements.
H. Correction of Error and Resulting Restatement
The Group’s bearer plants are carried at fair value. The fair value is determined by the independent valuer using the discounted cash
flow method. As part of the current year’s valuation, management identified certain planted areas that are on leased land, which
had been omitted from the valuation in prior years. This error related to plantings predominately in 2017 to 2020. This resulted in an
understatement of the value of the bearer plants. It was also identified that an incorrect yield input had been used for one variety in the
prior years. This resulted in an overstatement of value in bearer plants for this variety.
Accordingly, comparative figures presented in these financial statements have been restated to correct the errors.
Impact on statement of comprehensive income2024
(increase/(decrease) in profit)$000’s
Revaluation of property, plant and equipment through profit or loss(217)
Depreciation(323)
Income tax expense151
Net impact on profit for the year(389)
Other comprehensive income
Items that will not be reclassified to profit or loss
Revaluation of apple trees2,354
Income tax relating to apple trees(659)
Net impact on other comprehensive income/loss1,695
Net impact on total comprehensive income1,306
Total comprehensive income for the year is attributable to:
Equity holders of the Company1,306
Non-controlling interests-
1,306
Impact on statement of financial position1 Jan 202431 Dec 2024
(increase/(decrease) in asset/(liability))$000’s$000’s
Property, plant and equipment4,841 6,655
Total assets4,841 6,655
Deferred tax liabilities(1,355)(1,863)
Total liabilities(1,355)(1,863)
Net impact on equity3,486 4,792
Impact on statement of changes in equity1 Jan 202431 Dec 2024
(increase/(decrease) in equity)$000’s$000’s
Reserves3,887 1,695
Retained earnings(4 01)(389)
Attributable to owners of the Company3,486 1,306
All impacts in the segment information are within the Horticulture and New Zealand segments.
Impact on Earnings per share
The Group’s basic earnings per share has changed from 21.6 cents to 21.3 cents and diluted earnings per share has changed from
21.5 cents to 21.3 cents for the year ended 31 December 2025.
Scales Corporation Limited
102 / Notes to the financial statements
Annual Report - Year Ended 31 December 2025
103
Independent Auditor’s Report
To the Shareholders of Scales Corporation Limited
Opinion
We have audited the consolidated financial statements of Scales Corporation Limited and its subsidiaries
(the ‘Group’), which comprise the consolidated statement of financial position as at 31 December 2025, and
the consolidated statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the consolidated financial statements, including material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 52 to 102, present fairly,
in all material respects, the consolidated financial position of the Group as at 31 December 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)
(‘PES 1’) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (‘IESBA Code’) as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and
the IESBA Code.
Our firm carries out other assignments for the Group in the area of taxation compliance services and
assurance procedures over the solvency certificate and selected GHG disclosures within the Climate
Statement. These services have not impaired our independence as auditor of the Company and Group. The
firm has no other relationship with, or interest in, the Company or any of its subsidiaries.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the financial statements
of the Group that in our judgement would make it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also
assess whether other matters that come to our attention during the audit would in our judgement change or
influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the
scope of our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $4,400,000.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Scales Corporation Limited
104 / Independent Auditor's Report
Key audit matterHow our audit addressed the key audit matter
Valuation of Unharvested Agricultural Produce
Unharvested agricultural produce growing on bearer
plants (apples), is measured at fair value less costs to
sell in accordance with NZ IAS 41 Agriculture.
The Group’s unharvested agricultural produce was
valued at $30.6 million at balance date as described
in note C2. A revaluation gain of $2.7 million is
recorded in profit or loss.
Fair value less costs to sell is calculated by the
Group using a discounted cash flow model. The
model includes significant unobservable inputs and
assumptions including, for each variety, the forecast
production per hectare per annum, expected sales
prices, and risk-adjusting discount rates, as well as
costs to harvest and sell.
The risk-adjusting discount rates take into account
the risk of unknown adverse events that may affect
crop, harvest and/or market conditions.
The valuation of unharvested agricultural produce
is considered a key audit matter due to the level of
judgement required to determine the fair value less
costs to sell.
Our procedures focused on the appropriateness of the valuation
methodology and the key assumptions applied in the internal valuation
model.
Our procedures included, amongst others:
• Holding discussions with management and considering market information
to identify factors, including environmental/climate or market risks, that
would impact the current crop valuation;
• Assessing and challenging the reasonableness of the risk-adjusting
discount rates;
• Challenging the reasonableness of the key assumptions by comparing
the forecast production, sales prices, and costs to harvest and sell for the
current growing season to the approved budgets for each orchard;
• Assessing the historical accuracy of the Group’s budget forecasts by
comparing to the actual results for production per hectare and sales
prices;
• Engaging a Deloitte valuation specialist to review the valuation model; and
• Checking the mechanical accuracy of the discounted cash flow model.
Valuation of Apple Trees
As disclosed in note C1, the Group has apple trees
valued at $53.1 million. A revaluation loss of $2.7
million is recorded through other comprehensive
income, and a revaluation gain of $1.2 million is
recorded through profit or loss (being a reversal of
revaluation losses previously recognised in profit or
loss).
The Group has a policy of recording apple trees at
fair value with valuations performed with sufficient
regularity that the carrying amount at the end of a
reporting period does not differ materially from their
fair value.
The fair value of the apple trees is determined by an
independent registered valuer using a combination
of discounted cash flow analysis of forecast income
streams and costs from each orchard and sales
comparison approaches. For owned orchards, the
fair value of orchard land and buildings, determined
using a sales comparison approach, is deducted from
the overall orchard valuation to arrive at the valuation
of the apple trees.
The discounted cash flow model uses a number
of significant unobservable inputs, in particular:
production levels per hectare, orchard gate returns
(market prices), orchard costs, and discount rates.
The valuation of apple trees is considered a key audit
matter due to the significance of the assets to the
Group’s consolidated statement of financial position,
and the level of judgement involved in valuing the
apple trees.
Our procedures focused on the appropriateness of the valuation
methodology and the key assumptions applied in the valuation models.
Our procedures included, amongst others:
• Evaluating the Group’s processes in respect of the independent valuation
of the apple trees including its review of the valuation methodology and
determination of the key valuation assumptions;
• Engaging a Deloitte valuation specialist to consider whether the valuation
methods applied and the discount rate used in the orchard valuation
calculations were reasonable;
• Assessing the competence, objectivity and integrity of the Group’s
independent registered valuer. This included assessing the valuer’s
professional qualifications, experience and independence. It also included
meeting with the valuer to understand the valuation process adopted
and to identify and challenge the critical judgement areas in the valuation,
including identification of appropriate properties used for the sales
comparison approach;
• Assessing the valuation methodology for consistency with the prior year
valuation and determining whether any changes to the methodology were
appropriate;
• Checking the mechanical accuracy of the discounted cash flow (‘DCF’)
models on a sample basis;
• Challenging the reasonableness of the key assumptions applied in the DCF
models by comparing them to the prior year valuation, the Group’s internal
data and current market evidence. We focused on the assumptions
relating to production levels per hectare, orchard gate returns (market
prices), orchard costs, and discount rates;
−We reconciled the planted hectares for each orchard from the Group’s
internal records to the planted hectares used in the valuation models,
and investigated material changes in planted areas from the prior year
to the Group’s development plans;
−On a sample basis, which included selecting a combination of existing
and new varieties:
−We tested estimated production levels per hectare by comparing
the production levels per hectare to internal production data for the
season;
Independent Auditor's Report / 105
Annual Report - Year Ended 31 December 2025
Key audit matterHow our audit addressed the key audit matter
Valuation of Apple Trees (continued)
−We tested the orchard gate returns by comparing these
to actual sales returns received during the previous
year;
−We challenged orchard costs by comparing orchard
costs to the prior year valuation and actual costs
incurred; and
−We challenged the discount rates by comparing them
with prior year valuation discount rates and considering
the risks associated with the orchards.
• Assessing the appropriateness of the disclosures relating to
the valuation of the apple trees, including in relation to the prior
period restatement as disclosed in note H.
Step acquisitions of Meateor Australia Pty Limited, ANZ
Exports Pty Limited and FI Group Holding Pty Limited
On 30 September 2025, the Group obtained control of Meateor
Australia Pty Limited (MAP) and its subsidiary, FI Group Holding
Pty Limited (FIG) and its subsidiaries and ANZ Exports Pty
Limited (ANZ) by purchasing additional equity interests in
these companies. The total fair value of the consideration for
the acquisitions was $84.7 million, which included cash paid at
acquisition date, deferred cash payments, and shares in Scales
Corporation Limited. As a result of these transactions, the
Group now owns 100% of the shares in MAP and FIG and 85%
of the shares in ANZ. These entities were previously treated as
joint ventures and accounted for using the equity method. The
transactions are treated as step acquisitions under NZ IFRS 3
Business Combinations, which resulted in the Group recording
a $40.3 million gain through profit or loss on revaluation of
the previously held interests. Information about each of these
business combinations is disclosed in note F3 and information
about the investments previously held in each subsidiary is
disclosed in note C3.
The Group has not yet completed the process of identifying
and valuing the intangible assets acquired in the business
combinations. The intangible assets will be recognised and
accounted for separately from goodwill (as appropriate) when
this assessment is complete, within the measurement period of
one year from the date of acquisition. The Group has therefore
reported provisional goodwill of $129.0 million.
We have included the determination of the fair values of the
assets and liabilities acquired and the accounting for the step
acquisitions as a key audit matter due to their significance to
the financial statements and the level of judgement involved in
assessing the fair values of the assets and liabilities acquired and
the purchase price allocation.
Our procedures focused on the appropriateness of the
accounting applied to the transactions and the fair value of the
assets and liabilities acquired.
Our procedures included, amongst others:
• Assessing management’s accounting treatment for the step
acquisitions of the additional investments in MAP, FIG and ANZ;
• Obtaining the sale and purchase agreements and related
documents to corroborate the assets and liabilities acquired;
• Confirming the fair value of the consideration paid, including
deferred consideration;
• Considering the appropriateness of the accounting for
the acquisition balance sheets, including the provisional
measurement of goodwill;
• Obtaining management’s independent valuations of assets and
liabilities acquired, except for intangible assets, for which the
valuations are not yet complete.
• Assessing the competence, objectivity and integrity of
the Group’s independent registered valuer. This included
assessing the valuer’s professional qualifications, experience
and independence. It also included meeting with the valuer to
understand the valuation process adopted and to identify and
challenge the critical judgement areas in the valuation;
• Obtaining management’s purchase price allocations and
reperforming the provisional calculations of the goodwill arising
from the business combination transactions;
• Considering the judgements applied by the Group in
determining whether there was any impairment of goodwill
arising from the acquisitions under NZ IAS 36 Impairment of
Assets; and
• Assessing the adequacy of the financial statement disclosures.
Scales Corporation Limited
106 / Independent Auditor's Report
Nicole Dring, Partner
for Deloitte Limited
Christchurch, New Zealand
24 February 2026
Other information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the consolidated
financial statements and the audit report and the information in the Climate Statement. The
Annual Report and Climate Statement are expected to be made available to us after the date of
this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information identified above when it becomes available
and consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
When we read the other information in the Annual Report and Climate Statement, if we conclude
that there is a material misstatement therein, we are required to communicate the matter to the
directors and consider further appropriate actions.
Directors’ responsibilities for
the consolidated financial
statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for
the audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ)
will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company’s shareholders
as a body, for our audit work, for this report, or for the opinions we have formed.
Independent Auditor's Report / 107
Annual Report - Year Ended 31 December 2025
Corporate Governance Statement
The Board of Directors (the Board) of Scales Corporation Limited (Scales or the Company) is committed to ensuring that the Company
meets best practice governance principles and maintains the highest ethical standards. This Corporate Governance Statement provides
an overview of the Company’s governance framework. It is structured to follow the NZX Corporate Governance Code (31 January 2025
version) (NZX Code) and discloses the practices relating to the NZX Code’s recommendations.
Scales considers that it has followed all of the recommendations of the NZX Code during the year ended 31 December 2025. The Board
believes our governance structures, in particular our approach to remuneration, meet our strategic objectives. In forming our conclusions,
we have sought external feedback from shareholders and advisors to challenge our thinking and validate our findings, which we have
appreciated.
The Company also complies with the corporate governance requirements of the NZX Listing Rules.
The Board regularly reviews and assesses Scales’ governance structures and processes to ensure that they are consistent with best
practice.
The following corporate governance documents referred to in this Corporate Governance Statement, including charters and policies, can
be found at www.scalescorporation.co.nz/about-us/governance:
• Corporate Governance Code (including Scales’ Remuneration Policy)
• Code of Ethics
• Diversity Policy
• External Auditor Independence Policy
• Securities Trading Policy and Guidelines
• Shareholder Communications and Market Disclosure Policy
• Audit and Risk Management Committee Charter
• Finance and Treasury Committee Charter
• Health & Safety and Sustainability Committee Charter
• Nominations and Remuneration Committee Charter
Scales’ corporate governance documents listed above were reviewed and updated in December 2025. This Corporate Governance
Statement was approved by the Board on 20 March 2026.
Principle 1 – Ethical Standards
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.
RECOMMENDATION 1.1
The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and employees are expected to
adhere (a Code of Ethics).
Code of Ethics
Scales’ Board sets a framework of ethical standards for the Company via its Code of Ethics. These standards are expected of all
Directors and employees of Scales and its subsidiaries.
The Code of Ethics covers a wide range of areas including:
• Standards of behaviour
• Conflicts of interest
• Proper use of Company information and assets
• Accepting gifts
• Delegated authorities
• Compliance with laws and policies
• Reporting concerns
• Corporate opportunities
The procedure for advising the Company of a suspected breach is set out in the Code of Ethics. No breaches were identified during
th e year.
Every new Director, employee and contractor is to be provided with a copy of the Code of Ethics and must confirm that they have read
and understand the Code of Ethics. The Code of Ethics is also available on the Company’s website.
Scales Corporation Limited
108 / Corporate Governance Statement
Regular training on ethics and on aspects of the Code of Ethics is undertaken. Training is completed via a combination of facilitated
sessions for Directors and senior management, and for the management of individual subsidiaries in sessions tailored to their
specific businesses. During 2025, Scales strengthened its ethics training programme to ensure expectations are clear and
consistently understood. Tailored sessions were delivered for Directors, senior leaders and subsidiary management teams, focusing
on the Code of Ethics, ethical decision making, conflicts of interest and speaking up obligations. Employee training in ethics continues
to be delivered for Scales’ subsidiary and largest employer, Mr Apple New Zealand Limited, via Employment Relationship workshops.
These workshops cover the subsidiary’s Code of Conduct, expected behaviours, respect and dignity at work and how to raise ethics
concerns.
The Code of Ethics is subject to annual review by the Board.
RECOMMENDATION 1.2
An issuer should have a financial product dealing policy which applies to employees and Directors.
Share trading by Company Directors and Employees
The Board has implemented formal procedures to address trading in the Company’s securities by Directors, employees and
advisors of the Company, with approval being required before trading can occur. Approval is required to be obtained from the Chair,
other Directors, the Managing Director or the Chief Financial Officer depending on who is trading. The Company mandates a trading
blackout period for all Directors and employees between the end of the half year and full year and the release to NZX of the results
for that period.
The policy provides that shares may not be traded at any time by any individual holding material information. The full procedures are
outlined in the Securities Trading Policy and Guidelines.
The fundamental rule in the policy is that insider trading is prohibited at all times. The requirements of the policy are separate from,
and in addition to, the legal prohibitions on insider trading in New Zealand.
Principle 2 – Board Composition & Performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.
RECOMMENDATION 2.1
The Board of an issuer should operate under a written charter which sets out the roles and responsibilities of the Board.
Responsibilities of the Board
The Board has overall responsibility for all decision making within Scales. In this regard the Board is responsible for laying solid
foundations for the direction, management and oversight of the Company in support of its objectives. It has delegated day-to-day
management of the Company to the Managing Director and the senior management team.
The main functions of the Board include to:
• Review and approve the strategic, business, risk, financial and ESG (Environmental, Social and Governance) plans prepared by
management
• Monitor performance against the strategic, business, risk, financial and ESG plans
• Appoint, provide counsel to and review the performance of the Managing Director
• Approve major investments and divestments
• Ensure ethical behaviour by the Company, Board, management and employees
• Assess its own effectiveness in carrying out its functions
The Board monitors these matters by receiving reports and plans from management, maintaining an active programme of divisional
visits and through its annual work programme.
The Board uses Committees to address certain issues that require detailed consideration by members of the Board who have
specialist knowledge and experience. The Board retains ultimate responsibility for the functions of its Committees and determines
their responsibilities.
The Board has a statutory obligation to reserve responsibility for certain matters. It also deals directly with issues relating to the
Company’s mission, appointments to the Board, strategy, business risk, financial and ESG plans.
The Company Secretary provides company secretarial services to the Board and is accountable to the Board through the Chair.
Details of the Board’s role, composition, responsibilities, operation, policies and Committees are provided in Scales’ Corporate
Governance Code.
Corporate Governance Statement / 109
Annual Report - Year Ended 31 December 2025
RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of Directors to the Board.
Director nomination and appointment
The Board is responsible for appointing Directors. The Nominations and Remuneration Committee manages the appointment
process for new Directors and the re-election of existing Directors in order to make a recommendation to the Board. When
considering an appointment, the Committee will undertake a thorough check of the candidate and his or her background. Where the
Board determines a person is an appropriate candidate, shareholders are notified of that and are provided with all material information
that is relevant to the decision on whether to elect or re-elect a Director.
The Nominations and Remuneration Committee also has responsibility for reviewing the composition of the Board to ensure that the
Company has access to the most appropriate balance of skills, qualifications, experience, perspectives and diversity to effectively
govern the Company.
Using the Board skills matrix, the Board has determined that to operate effectively and to meet its responsibilities it requires
competencies in disciplines including strategic planning, executive leadership, financial, governance, health & safety, industry
expertise, people, risk & compliance, capital markets, international markets & operations, legal & regulatory, sustainability, branding &
marketing and digital & technology.
The current mix of skills and experience is considered appropriate for the responsibilities and requirements of governing Scales. The
following graphic illustrates the current collective Board skill level for each discipline.
Sustainability
Capital Markets
Legal & Regulatory
Risk & Compliance
Digital & Technology
Branding & Marketing
International Markets and Operations
Financial
Industry Expertise
Strategic Planning
Executive Leadership
People
Health & Safety
Governance
0%
The Board seeks external advice where required to strengthen its oversight of issues in all disciplines.
RECOMMENDATION 2.3
An issuer should enter into written agreements with each newly appointed Director establishing the terms of their appointment.
Letter of appointment
All current Directors have entered into a written agreement with Scales setting out the terms of their appointment and this will be
required of any new Directors.
Scales Corporation Limited
110 / Corporate Governance Statement
RECOMMENDATIONS 2.4, 2.8, 2.9 AND 2.10
Every issuer should disclose information about each Director in its annual report or on its website, including:
• a profile of experience, length of service and ownership interests;
• the director’s attendance at board meetings; and
• the board’s assessment of the director’s independence, including a description as to why the board has determined the director to
be independent if one of the factors listed in table 2.4 applies to the director, along with a description of the interest, relationship or
position that triggers the application of the relevant factor.
A majority of the Board should be Independent Directors. The Chair should be independent and the Chair and the CEO should be
different people.
Board of Directors
A profile of each of the Directors is set out on pages 48 - 49 of this report. The profiles include information on the year of appointment,
skills, experience and background of each Director.
At all times during 2025 the Board had a majority of Independent Directors. Mike Petersen is the Independent Chair of Scales. Tony
Batterton, Miranda Burdon, Nick Harris and Paul Munro are Independent Directors.
Andy Borland is the Managing Director and Chief Executive Officer (CEO) of Scales and therefore is not an Independent Director.
The roles of Board Chair, Audit and Risk Management Committee Chair and CEO are not held by the same person.
The Board determines annually on a case-by-case basis on the advice of the Nominations and Remuneration Committee who, in its
view, are Independent Directors. The guidelines set out in the NZX Code, including the amendments made to the Code in January
2025, are considered for this purpose. The Board also reconsiders director independence throughout the year as required where
the relationships or circumstances of a Director change and this is brought to the Board’s attention. In this regard, the Board has
considered the tenure of Nick Harris, who has been a Director for over 13 years. The Board considers that Nick’s understanding of
Scales and his skill and experience in the Company’s sectors, add significant value to Scales. The Board is of the view that Nick’s
tenure does not interfere with his capacity to bring an independent view to Board issues.
Ownership of Scales’ shares by Directors is encouraged rather than being a requirement. Directors’ ownership interests are disclosed
on page 131 of this report.
The Board does not have a tenure policy, however it recognises that a regular refreshment programme leads to the introduction of new
perspectives, skills, attributes and experience. Board succession processes are designed to ensure a planned and orderly succession
of the Board over time, with new Directors required to have appropriate experience and qualifications. The aims of succession
processes are to:
• Identify future Board requirements, in terms of skills, Director numbers and diversity
• Conduct a broad search for candidates that match the determined requirements
• Ensure a smooth transition of new Directors
The most recent Board succession process was completed in 2023.
Nick Harris, who has served as a Director since 2014, is required to retire at the 2026 Annual Shareholders’ Meeting (ASM). Nick has
offered himself for re-election at this meeting and he has indicated that, if he is re-elected, he intends to retire from the Board prior to
the next ASM at which he would be required to stand for re-election. Following Nick’s confirmation of his retirement, the Board will look
to appoint an additional director in accordance with the Board’s succession plan.
In accordance with the NZX Listing Rules, Directors appointed by the Board are required to offer themselves for election at the next
ASM following their appointment. Accordingly, Paul Munro will offer himself for election at the 2026 ASM, having been appointed to the
Board in October 2025.
Director period of appointment
0-3 years3 – 12 years12 years +
Number of Directors312
Interests Register
The Board maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately
disclose to the Board the nature, monetary value and extent of the interest. A Director who is interested in a transaction may attend
and participate at a Board meeting at which the transaction is discussed but may not be counted in the quorum for that meeting or
vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993 to
sign a certificate.
Particulars of entries made in the Interests Register are included in the Director Disclosures section on page 130 of this report.
Corporate Governance Statement / 111
Annual Report - Year Ended 31 December 2025
RECOMMENDATION 2.5
An issuer should have a written diversity policy which includes requirements for the Board or a relevant Committee of the Board to set
measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to assess annually both the
objectives and the entity’s progress in achieving them. An issuer within the S&P/NZX 20 Index at the commencement of its reporting
period should have a measurable objective for achieving gender diversity in relation to the composition of its board, that is to have
not less than 30% of its directors being male, and not less than 30% of its directors being female, within a specified period. An issuer
should disclose its diversity policy or a summary of it.
Diversity
Scales recognises the value in diversity of thinking and skills and seeks to ensure that the Board and its workforce both comprise
members reflecting diversity. A formal Diversity Policy has been adopted by the Board.
The Board seeks diversity in the skills, attributes, perspectives and experience of its members across a broad range of criteria so as
to represent the diversity of shareholders, business types and regions in which Scales operates. Diversity, both at Board level and
throughout the Company, is actively considered and reviewed by the Board.
Scales participates in the Institute of Directors’ Future Directors programme as part of our commitment to further develop the skill
sets available within the sectors in which we operate. The programme is designed to give talented aspiring Directors exposure to a
company Board, whilst also giving the host company a fresh perspective. To date the Board has appointed 7 Future Directors as part
of this programme, with Emma Crutchley being the latest appointee, having been appointed during 2025.
Scales recruits, promotes and compensates on the basis of merit, regardless of gender, ethnicity, religion, age, nationality, sexual
orientation, union membership or political opinion. Scales requires that people in the workplace are treated with respect in
accordance with the Company’s philosophies of equal employment opportunities, and anti-harassment and discrimination policies.
Responsibility for workplace diversity and the setting of measurable objectives is held by the Nominations and Remuneration
Committee. The current objectives are:
• Continue to strive to ensure strong female candidates are identified in the recruitment process for all Board and senior executive roles
• Review and encourage participation of under-represented groups in our leadership training programmes
• Complete regular reviews of our gender pay equality across roles, age and salary bands
• Make access to courses in Te Reo Māori available to all staff and also encourage the learning of other languages that are relevant to
employees’ roles
The Board annually assesses the measurable objectives and Scales’ progress in achieving these objectives. Progress made to date is:
• The identification of female candidates is a part of the recruitment process for Board and senior management roles
• Recruitment managers are required to be open to considering job applicants from diverse backgrounds with an expectation that
recruitment decisions be based solely on capability and alignment with Scales’ values
• Gender pay equality across the Company will be reviewed in 2026. The overall finding of the last review was that the Company offers
pay equality across genders
• Scales’ offers fully funded access to Te Reo Māori courses or to other language courses as part of career development
The gender composition of Scales’ Directors, Officers and senior management team was as follows:
As at 31 December 2025As at 31 December 2024
PositionFemaleMaleGender DiverseFemaleMaleGender Diverse
Directors1 (17%)5 (83%)0 (0%)1 (17%)5 (83%)0 (0%)
Officers
1
1 (17%)5 (83%)0 (0%)1 (17%)5 (83%)0 (0%)
Senior management team (excluding Officers)13 (39%)20 (61%)0 (0%)10 (36%)18 (64%)0 (0%)
1
For the purposes of preparing this table, as required by the NZX Listing Rules, an “Officer” is a person who is concerned or takes part in the management of the issuer’s business and
reports directly to the Board or a person who reports to the Board.
RECOMMENDATION 2.6
Directors should undertake appropriate training to remain current on how to best perform their duties as Directors of an issuer.
Director Training
The Board ensures that there is appropriate training available to all Directors to enable them to remain current on how best to
discharge their responsibilities and keep up to date on changes and trends in areas relevant to their work. Directors are provided with
industry information and receive copies of appropriate Company documents to enable them to perform their role. The Board has
allocated funding of $1,000 per annum for each Director to provide resources to help develop and maintain skills and knowledge.
The Board also ensures that new Directors are appropriately introduced to management and the operations of the businesses.
Scales Corporation Limited
112 / Corporate Governance Statement
RECOMMENDATION 2.7
The Board should have a procedure to regularly assess Director, Board and Committee performance.
Board Performance Evaluation
The Board annually assesses its effectiveness in carrying out its functions and responsibilities. The Chair of the Board leads the review
and evaluation of the Board as a whole, and of the Board Committees, against their charters. The Chair of the Board also engages with
individual Directors to evaluate and discuss performance and professional development.
Principle 3 – Board Committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.
Board Committees
The Board has four formally constituted Committees – the Audit and Risk Management Committee, the Nominations and
Remuneration Committee, the Health & Safety and Sustainability Committee and the Finance and Treasury Committee. Each
Committee focuses on specific areas of governance and together they strengthen the Board’s oversight of Scales. Committee
membership is reviewed annually.
Each Committee has a written charter that is approved by the Board, which sets out its mandate. The charters are reviewed annually
with any proposed changes recommended to the Board for approval.
Annually, each Committee agrees a programme of matters to be addressed over the following twelve-month period. The Committees
each annually review their performance against the Committee charter and objectives for the year and report their findings to the
Board.
Attendance at Meetings
The table below sets out Director attendance at Board and Committee meetings during the year ended 31 December 2025.
Board
Audit and
Risk Management
Committee
Nominations
and Remuneration
Committee
Finance and
Tr e a s u r y
Committee
Health & Safety
and Sustainability
Committee
Eligible
to attendAttended
Eligible
to attendAttended
Eligible
to attendAttended
Eligible
to attendAttended
Eligible
to attendAttended
Andrew Borland99----5554
Tony Batterton99666655--
Miranda Burdon99------55
Nick Harris9965------
Alan Isaac ¹8755------
Mike Petersen99--6655--
Paul Munro ²1111------
1
Alan Isaac resigned from the Board on 14 October 2025.
2
Paul Munro was appointed to the Board on 14 October 2025.
RECOMMENDATION 3.1
An issuer’s Audit Committee should operate under a written charter. An Audit Committee should only comprise non-executive
Directors of the issuer. One member of the Committee should be both independent and have an adequate accounting or financial
background. The Chair of the Audit Committee should be an independent director and not the Chair of the Board.
Corporate Governance Statement / 113
Annual Report - Year Ended 31 December 2025
Audit and Risk Management Committee
The purpose of the Audit and Risk Management Committee is to:
• Oversee the financial reporting process to ensure that the interests of shareholders are properly protected in relation to financial
reporting and internal control
• Provide the Board with an independent assessment of the Company’s financial position and accounting affairs
• Keep under review the effectiveness of the Company’s procedures for the identification, assessment and reporting of material risks
(including sustainability and climate-related risks)
• Oversee the appointment and performance of the external auditor
Members of the Committee are appointed by the Board and must comprise solely non-executive Directors, a majority of which
must be Independent Directors. The current members of the Committee are Paul Munro (Chair), Nick Harris and Tony Batterton. All
members of the Audit and Risk Management Committee are Independent Directors and all members have either an accounting or
financial background. Paul Munro is a former partner of Deloitte. The Chair of the Audit and Risk Management Committee and the
Board Chair are different people. Qualifications and experience of the Committee members is detailed on pages 48 - 49 of this report.
The Committee met on 6 occasions during the year. The agenda items for each meeting generally relate to financial governance,
external financial reporting, external audit, internal audit, risk management, compliance, cyber security and insurance. The Committee
annually reviews the performance of the external auditors.
RECOMMENDATION 3.2
Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.
Meeting Attendance
The Managing Director and Chief Financial Officer are regularly invited to attend Audit and Risk Management Committee meetings
but have no standing entitlement to attend meetings of the Committee.
RECOMMENDATIONS 3.3 AND 3.4
An issuer should have Nomination and Remuneration Committees which operate under written charters.
Nominations and Remuneration Committee
The purpose of the Nominations and Remuneration Committee is to assist the Board in overseeing the management of the people
and performance activities of the Company.
Members of the Committee are appointed by the Board and must comprise a majority of Independent Directors. The current
members of the Committee are Tony Batterton (Chair) and Mike Petersen.
Management attends Nominations and Remuneration Committee meetings only if invited by the Committee. The Committee met on
6 occasions during the year.
RECOMMENDATION 3.5
An issuer should consider whether it is appropriate to have any other Board Committees as standing Board Committees. All
Committees should operate under written charters.
Health & Safety and Sustainability Committee
The Board’s commitment to ensuring a safe and healthy workplace for staff, contractors and visitors led to it establishing a Health &
Safety and Sustainability Committee.
The purpose of the Health & Safety and Sustainability Committee is to:
• Assist the Board to provide leadership and policy for health & safety and sustainability
• Assist the Board to fulfil its responsibilities and to ensure compliance with all legislative and regulatory requirements in relation to the
health and safety practices of the Company as those activities affect employees and contractors
• Support the ongoing improvement of health and safety in the workplace
• Support sustainability initiatives across the Company
• Assist the Board to oversee and respond to climate-related risks and opportunities to ensure the long-term sustainability of the
Company and to reduce its impact on the environment
Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current
members of the Committee are Miranda Burdon (Chair) and Andy Borland.
The Committee met on 5 occasions during the year.
Scales Corporation Limited
114 / Corporate Governance Statement
Finance and Treasury Committee
Scales operates in a capital-intensive sector and is one of New Zealand’s leading horticultural exporters with material foreign
currency receipts. The Board considers that with both the size of Scales’ existing activities and the strategic focus to seek organic and
acquisitive growth opportunities, it is appropriate to have a Board Committee to further focus on this part of the business.
The purpose of the Finance and Treasury Committee is to:
• Oversee the Company’s capital and treasury risk management, and continuous disclosure processes to ensure their integrity,
transparency and adequacy, and that they are in accordance with Company policies
• Oversee takeover protocols and to act as the Control Transaction Committee with additional Director secondees if required
Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current
members of the Committee are Tony Batterton (Chair), Andy Borland and Mike Petersen. The Committee also obtains regular advice
from external advisors.
The Committee met on 5 occasions during the year.
RECOMMENDATION 3.6
The Board should establish appropriate protocols that set out the procedure to be followed if there is a ‘control transaction’ for the
issuer including the procedure for any communication between the issuer’s Board and management and the bidder. The Board
should disclose the scope of independent advisory reports to shareholders. These protocols should include the option of establishing
an independent Control Transaction Committee, and the likely composition and implementation of an independent Control
Transaction Committee.
Control Transaction Protocols
The Board has documented and adopted a series of protocols to be followed in the event of a control transaction being initiated,
including communication between insiders and any bidder. A committee of Directors independent of the bidder and any substantial
shareholders of the Company would be formed and would have responsibility for managing the control transaction in accordance with
the Board protocols and the New Zealand Takeovers Code. As noted above, it is contemplated that, subject to any conflicts of interest,
the Finance and Treasury Committee would operate as the Control Transaction Committee with additional Director secondees if
required.
Principle 4 – Reporting and Disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate
disclosures.
RECOMMENDATION 4.1
An issuer’s board should have a written continuous disclosure policy.
Shareholder Communications and Market Disclosure
Scales’ Board is committed to the principle that high standards of reporting and disclosure are essential for proper accountability
between the Company and its investors, employees and stakeholders.
It achieves these commitments, and the promotion of investor confidence, by ensuring that trading in its shares takes place in an
efficient, competitive and informed market. The Company has in place a written Shareholder Communications and Market Disclosure
Policy designed to ensure this occurs. The policy includes procedures intended to ensure that disclosure is made in a timely and
balanced manner and in compliance with the NZX Listing Rules, such that:
• All investors have equal and timely access to material information concerning the Company, including its financial situation,
performance, ownership and governance
• Company announcements are factual and presented in a clear and balanced way
Accountability for compliance with disclosure obligations is with the Managing Director and Chief Financial Officer. Managers
reporting to the Managing Director are required to provide the Chief Financial Officer with all relevant information that may be material
and to regularly confirm that they have done so.
Significant market announcements, including the preliminary announcement of the half year and full year results, the financial
statements for those periods, and any advice of a change in earnings forecast are approved by the Board.
Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.
Corporate Governance Statement / 115
Annual Report - Year Ended 31 December 2025
RECOMMENDATION 4.2
An issuer should make its Code of Ethics, Board and Committee charters and the policies recommended in the NZX Code, together
with any other key governance documents, available on its website.
Governance Policies and Charters
All of Scales’ key corporate governance documents can be found at www.scalescorporation.co.nz/about-us/governance.
RECOMMENDATION 4.3
Financial reporting should be balanced, clear and objective.
Financial and Non-Financial Reporting
Scales’ Board is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the market and
shareholders which reflects a considered view on the present and future prospects of the Company.
A programme of clear, meaningful, timely and effective communications with shareholders is centred around a comprehensive set of
information regarding Scales’ operations and results being available on the Company’s website and in shareholder reports.
The Audit and Risk Management Committee oversees the quality and integrity of external financial reporting including the accuracy,
completeness, balance and timeliness of financial statements. It reviews interim and annual financial statements and makes
recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,
stock exchange and legal requirements, and the results of the external audit. All matters required to be addressed and for which the
Committee has responsibility were addressed during the period under review.
Half year and full year financial statements are prepared in accordance with relevant financial standards. Both financial and non-
financial disclosures are made at least annually.
RECOMMENDATION 4.4
An issuer should provide non-financial disclosure at least annually, including considering environmental, social sustainability and
governance factors and practices. It should explain how operational or non-financial targets are measured. Non-financial reporting
should be informative, include forward looking assessments, and align with key strategies and metrics monitored by the Board.
Scales has a strategic target to develop best-in-class sustainability reporting and to measure and report on key sustainability aspects
affecting its businesses.
Scales’ Sustainability Report at pages 16-24 of this report outlines material ESG topics across People, Environment, Marketplace and
Governance, together with progress achieved during the year. While Scales is no longer subject to the Aotearoa New Zealand Climate
Standards, we have chosen to voluntarily continue our climate-related disclosures and seek limited assurance of these. This enables
us to maintain momentum on emissions reduction, enhance strategic decision making and meet the expectations of customers,
investors and other key stakeholders. Annual disclosures will be available at www.scalescorporation.co.nz/sustainability.
Principle 5 - Remuneration
The remuneration of Directors and Executives should be transparent, fair and reasonable.
Remuneration Report
Introduction
This Remuneration Report outlines the Company’s overall reward strategy for the year ended 31 December 2025 (FY25) and
provides detailed information on the remuneration arrangements in this period for the Directors of the Company, the Managing
Director and certain other nominated executives of the Group.
The Company’s Remuneration Policy may be amended from time-to-time and is reviewed at least once a year. The Company has also
established a number of additional policies to support a strong governance framework and uphold ethical behaviour and responsible
decision making.
The disclosures in this report are aligned to the NZX Remuneration Reporting Template for Listed Issuers published by the NZX in
December 2023.
Scales Corporation Limited
116 / Corporate Governance Statement
Remuneration Governance
Remuneration Philosophy
The Company’s remuneration governance framework is overseen by the Nominations and Remuneration Committee (the
Committee) on behalf of the Board.
The Committee will comprise at least 2 directors, all members will be non-executive directors and the majority of directors shall be
independent. Executive Directors, including the Managing Director, and other members of management are only entitled to attend
meetings of the Committee by invitation.
During FY25, the Committee comprised the following members: Tony Batterton and Mike Petersen. Tony Batterton has been
a member of the Committee and has served as the Chair from 22 August 2023 and Mike Petersen has been a member of the
Committee from 20 June 2023.
The Committee is responsible for making recommendations to the Board on remuneration policies and packages for Directors,
the Managing Director and nominated executives. The primary objectives of the Remuneration Policy are to provide a competitive,
flexible and benchmarked structure that reflects market best practice. The policy is to ensure that the appropriate culture is
maintained within the business, is tailored to the specific circumstances of the Company and reflects each person’s duties and
responsibilities so as to attract, motivate and retain high calibre people. This includes the Company’s responsibility to monitor
diversity and ensure pay equity.
The Committee reviews market data on remuneration structure and quantum. The remuneration packages of the Managing
Director and nominated executives are structured to include a Short-Term Incentive Scheme (STI Scheme) that is directly linked
to the overall financial and operational performance of the Company. The Managing Director and nominated executives may also
be invited to participate in the Company’s share-based Long-Term Incentive Scheme (LTI Scheme) and/or the Performance Share
Rights (PSR) Scheme (PSR Scheme). Both schemes are detailed below. Neither the Managing Director nor nominated executives
have entitlement to any golden handshake or parachute payments on cessation of their employment.
The Committee regularly assesses if the remuneration outcomes are both meeting these objectives and ensuring the outcomes
are reasonable, considering the Company’s actual performance.
The Committee operates under a written charter. The charter can be found at www.scalescorporation.co.nz/about-us/governance.
The internal governance policies that provide context for the remuneration outcomes are described below.
Executive Remuneration Policy
The Committee and Board support a remuneration strategy that drives longer-term performance and aligns the incentives of
nominated executives with the interests of the Company’s shareholders. A small number of additional employees of wholly and non
wholly-owned subsidiaries have specific short-term incentive schemes linked to the performance of the subsidiary.
The Company aims to reward nominated executives with a level and mix of remuneration commensurate with their position and
responsibilities within the Group, so as to:
• Reward them for Company and business unit performance against targets set by reference to appropriate benchmarks and key
performance indicators
• Align their interests with those of shareholders
• Ensure total remuneration is competitive by market standards
Remuneration consists of both fixed and variable remuneration components. The remuneration packages for nominated
executives are all subject to Board approval, following recommendations from the Committee.
(a) Fixed remuneration
The fixed remuneration component of executive remuneration consists of base salary, employer superannuation contributions and
other employment benefits.
(b) Variable remuneration
The variable remuneration component of executive remuneration comprises the STI Scheme, the LTI Scheme and the PSR
Scheme.
(i) STI Scheme
The current STI Scheme is directly linked to the achievement of annual financial and operational targets. As such it can be viewed
as a ‘profit share’ arrangement, with the total annual payments made under the STI Scheme being funded from overperformance
against targets.
STI Scheme payments relate to a specific financial year and are delivered as a taxable cash bonus. They are payable on completion
of the annual audited financial statements for that financial year and therefore STI Scheme payments are made in the financial year
after the financial year to which they relate (e.g. FY25 STI Scheme payments earned in respect of FY25 will be paid in FY26).
STI Scheme payment values are set as a percentage of total fixed remuneration, being between 10% and 35% for nominated
executives for FY25. For FY25 there were 66 nominated executives (including the Managing Director) in the STI Scheme.
Corporate Governance Statement / 117
Annual Report - Year Ended 31 December 2025
(ii) LTI Arrangements
LTI Scheme
Under the LTI Scheme, participants are offered an interest-free loan which is to be applied to acquire shares in the Company. The
criteria to receive a loan under the LTI Scheme during each reporting period is the achievement of a gross total shareholder return
(TSR) performance hurdle over the IPO reference share price, as set by the Board from year-to-year.
Shares acquired under the LTI Scheme are held by a custodian and will only vest with the participant if they are still employed by the
Company after 3 years from the date of issue and if the interest free loan amount is less than the current market value of the Scales
shares acquired with the loan.
Once the shares vest, the participant remains obligated to repay the outstanding balance of the loan. Often, to fund the repayment of
the outstanding loans, participants may, subject to the approved procedures, sell on-market their LTI vested shares. All net dividends
or distributions received in respect of the shares must be applied to repayment of the interest-free loan.
Alternatively, if a participant leaves employment before the expiry of the 3-year period, or if the participant’s interest free loan
amount is more than the current market value of the Scales shares acquired with the loan, the Company is authorised to sell that
participant’s shares with the proceeds applied to repay the balance of the loan, with any deficit covered by the Company and any
surplus retained by the Company.
The gateway performance hurdle used for determining participation in the LTI Scheme is an absolute share price growth hurdle,
which is more challenging to achieve over time than a relative TSR hurdle. This approach only rewards participants if long-term
shareholders also do well.
Each participant’s loan amount (which determines how many shares will be acquired for the participant and at risk under the LTI
Scheme) is set as a percentage of their total fixed remuneration, being 30% for the Managing Director and between 10% and 20% for
other nominated executives.
In late 2024, the Board resolved that the FY24 allocation of shares under the LTI Scheme would be the last allocation under the LTI
Scheme, with the Scheme to be replaced for current participants by the PSR Scheme. In late 2025, the Board resolved to defer
replacement of the LTI Scheme with the PSR Scheme, with a final decision on replacement to be made in 2026.
PSR Scheme
During FY23 the Board introduced a dividend protected PSR Scheme as an additional long-term incentive for the Managing Director
and certain nominated executives. Under the PSR Scheme, PSRs are granted to key senior management personnel. The PSR
Scheme was initially linked to the performance of the Global Proteins division which has been the focus of recent and continuing
investment by the Company. During FY24, participation in the PSR Scheme was widened to include executives from a number of
subsidiaries whose executives had not, until that time, been participants in a Scales’ long-term incentive scheme.
Vesting under the PSR Scheme is dependent upon the achievement of Earnings per Share (EPS) and TSR targets at the end of a
3-year term. On vesting, PSRs entitle participants to receive ordinary shares in Scales. The number of PSRs awarded to participants
in the PSR Scheme is set at either a fixed amount, or is based on a value which reflects between 10% and 35% of participants’ total
fixed remuneration.
Both the LTI and PSR Schemes have been designed to link reward with key performance indicators that drive sustainable growth in
shareholder value over the long-term. The objectives of the Schemes are to:
• Align the Managing Director and nominated executives’ interests with those of shareholders
• Help provide a long-term focus
• Retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the Company
mindset
• Encourage executives to think and act like owners
(iii) Employee Share Ownership Scheme
At the time of the Company’s IPO, it established an employee share ownership scheme to facilitate an increase in the level of
participation by employees as shareholders, which improves the alignment of interests between employees and shareholders. Under
the scheme, each eligible employee was offered an interest free loan of up to $5,000 to fund 50% of the subscription price for the
shares which the employee wished to acquire in the Company as part of the IPO. Employees are obliged to repay their loans when
the shares are sold or when they leave the Company. As at 31 December 2025, loans for shares acquired under the employee share
ownership scheme totalling $28,500 remain outstanding and are recorded on the Company’s balance sheet.
FY25 Executive Remuneration Outcomes
(i) STI Scheme
During FY25, as a result of achievement of applicable Key Performance Indicators (KPIs), a total of $1,562,853 was paid to nominated
executives with respect to the FY24 STI Scheme.
The actual amount earned for all nominated executives in the STI Scheme for FY25 was $2,143,840.
Scales Corporation Limited
118 / Corporate Governance Statement
(ii) LTI Scheme
For FY25, 58 nominated executives (including the Managing Director) participated in the LTI Scheme.
The criteria to receive an interest free loan under the LTI Scheme in FY25 was the achievement of a gross TSR of 12.5% over the IPO
reference share price (equivalent to $3.18 for FY25). During FY25, 461,699 shares were issued to the custodian for participants under
the LTI Scheme, with matching interest-free loans of $1,468,208, equating to $3.18 per share. Those shares will become eligible to vest,
subject to the market value of Scales shares at the time exceeding the value of the interest-free loans, in FY28.
During FY25, a total of 307,463 shares issued to the custodian in FY22 vested, with the corresponding loan amounts becoming full
recourse, and a total of 19,568 shares issued to the custodian in FY22 lapsed.
As at 31 December 2025, total loans for vested shares, which are now full recourse, of $3,408,946 remain outstanding and are
recorded on the Company’s balance sheet. The executives are obligated to repay the outstanding loan balance on the sale of the
shares or on termination of employment.
Total unvested shares on issue that are subject to the LTI Scheme as at the end of FY25 are as follows:
LTI shares Award DateVe s ting dateHurdle price
1
LTI shares issued on
Award Date
Lapsed LTI
shares
Vested LTI
shares Balance
24 April 2023 – FY2224 April 2026$3.333 74 , 1 1 312,432-361,681
24 April 2024 – FY2324 April 2027$2.72475,546--475,546
24 April 2025 – FY2424 April 2028$3.18461,699--461,699
To t a l1,311,35812,432-1,298,926
1
The hurdle price for an LTI Award is calculated as the market price of a Scales share required to achieve a gross TSR over the IPO reference price. For the FY22 Award, a gross TSR
hurdle of 15% applied. For the FY23 and FY24 Awards, the Scales Board reduced the gross TSR hurdle to 12.5%.
Ta x a t i o n
In March 2018, changes were made to the tax legislation affecting employee share schemes. As a result of these changes, gains
made in share value by participants are now deemed as taxable to the participants on vesting. A tax deduction is also provided to the
employer for these gains. The gains, per share, are calculated as the difference between the market price on vesting and the original
issue price.
Scales’ Board agreed, for the LTI Scheme shares vesting in FY25, to fully fund participants’ tax liability, effectively passing on the actual
economic benefit derived from the legislative changes.
(iii) PSR Scheme
For FY25, 12 nominated executives (including the Managing Director) participated in the PSR Scheme.
One grant of 397,653 PSRs was made under the PSR Scheme during FY25 and will be eligible for vesting during FY28. No PSRs were
eligible for vesting during FY25.
Managing Director Remuneration Arrangements
Remuneration levels are regularly reviewed to ensure that they are appropriate for the responsibility, qualifications and experience of
the Managing Director and are competitive with the market.
Remuneration consists of both fixed and variable remuneration components. The fixed remuneration component consists of base
salary, employer superannuation contributions and other employment benefits. The variable remuneration component comprises
the STI Scheme, the LTI Scheme and the PSR Scheme. The proportion of fixed and variable components are established for the
Managing Director by the Board.
(a) Fixed annual remuneration
The Managing Director receives fixed annual remuneration in cash and a limited range of prescribed fringe benefits such as
superannuation, motor vehicle and health insurance. The total employment cost of any remuneration package, including fringe benefit
tax, is taken into account in determining an employee’s fixed annual remuneration.
For FY25, the Managing Director’s total fixed remuneration was $993,524 (FY24: $942,245).
(b) Variable remuneration – STI Scheme
The objective of the STI Scheme is to provide an additional incentive to the Managing Director to achieve relevant targets and ensure
that the cost to the Company is flexible and in line with the trading outcome for the current year. STI Scheme payment values are set
as a percentage of total fixed remuneration, being 45% for the Managing Director for FY25.
Actual STI Scheme payments depend on achieving specific financial targets, determined by the Board, to be aligned with targets
communicated to shareholders. The targets are set at the beginning of the year and are also subject to a number of ‘qualifying gates’
including liquidity and ESG measures. The financial targets may include a weighted combination of:
• At least 40% for meeting budget or target Underlying Net Profit after Tax Attributable to Shareholders for the Group, within issued
guidance
• At least 25% for meeting budget or target Underlying Earnings before Interest and Tax for the Group, division or business unit
• At least 30% for achieving specific governance, operational and financial KPIs in relation to the Global Proteins division
Corporate Governance Statement / 119
Annual Report - Year Ended 31 December 2025
The Managing Director’s key performance indicators for the FY25 STI award are outlined below:
MeasureSTI WeightingDescription
U n d e r l y i n g N PATA S40%Achievement of the target Underlying Net Profit After Tax Attributable to
Shareholders for the Group
Underlying EBIT27%Achievement of the target Underlying Earnings Before Interest and Tax for the Group
Key Global Proteins division KPIs33%Achievement of five key milestone targets
In addition to the STI Scheme, the Board reserves the ability to pay ad-hoc bonus payments to any employee where certain outcomes
are considered by the Board to positively impact on long-term success.
(c) Variable remuneration – LTI and PSR Schemes
LTI Scheme
The value of the loan provided to the Managing Director (which determines how many shares will be acquired on his behalf by the
custodian) represents 30% of the Managing Director’s total fixed remuneration.
The criteria to receive an interest free loan under the LTI Scheme in FY25 was the achievement of a gross TSR of 12.5% over the IPO
reference share price (equivalent to $3.18 for FY25). The key terms and conditions under the LTI Scheme are described under the LTI
Arrangements section above.
PSR Scheme
Grants of PSRs with vesting dates on or after 31 December 2025 have been made in FY23, FY24 and in FY25.
Each of these Grants have three tranches. The value of the PSRs awarded to the Managing Director under the PSR Scheme for
tranches 1 and 2 is set at a fixed amount representing 15% of the Managing Director’s total fixed remuneration. The number of PSRs
issued to the Managing Director for tranche 3 is set at a fixed number of 684,285 spread evenly over FY23, FY24 and FY25.
The key terms and conditions related to the PSRs awarded to the Managing Director under the PSR Scheme are as follows:
• The PSRs are granted for nil consideration and have a nil exercise price
• The Managing Director must remain an employee of Scales as at the relevant vesting date for each tranche of PSRs
• The Grants have three separate performance hurdles, each applying to a tranche
• For the combined Grants:
−6.9% of the PSRs are allocated to tranche 1, which is subject to a performance hurdle of the Company’s TSR, equalling or exceeding
8.5%, calculated on a compound annual basis over the vesting period for the tranche
−6.9% of the PSRs are allocated to tranche 2, which is subject to a performance hurdle of the Company’s EPS having a compound
annual growth rate (CAGR) of at least 5% over the vesting period for the tranche
−86.1% of the PSRs are allocated to tranche 3, which is subject to a performance hurdle of the Company’s TSR equalling or exceeding
12.5%, calculated on a compound annual basis over the vesting period for the tranche
• The PSR Scheme uses a progressive vesting scale for determining the percentage of PSRs that become eligible for vesting. Once the
performance hurdle is met, PSRs will become eligible for vesting on a straight-line basis
• The percentage of PSRs under each tranche of Grants that become eligible for vesting is determined as follows:
% of PSRs under the tranche
eligible for vesting
Tranche 1
TSR equals or exceeds
Tranche 2
EPS CAGR equals or exceeds
Tranche 3
TSR equals or exceeds
25%8.5%5%12.5%
100%12.5%10%31.1%
• The PSR performance hurdle metrics have been set with reference to:
−Tranche 1 (TSR) – the initial and final hurdles have been set with reference to cost of equity estimates for comparable NZX
businesses and Scales’ own long-term shareholder return targets
−Tranche 2 (EPS CAGR) – both the initial hurdle of 5% and the hurdle of 10% to achieve 100% vesting eligibility, have been set with
reference to hurdles for NZX-listed companies with similar Schemes
−Tranche 3 (TSR) – the demanding hurdle range for this tranche has been set to reward a level of performance which is above the top
end of the Tranche 1 TSR returns and ensures achievement is strongly aligned with significant benefit to shareholders
• On the vesting date for each tranche, subject to achieving the performance hurdles, each PSR entitles the Managing Director to one
ordinary share. The PSR Scheme is dividend protected and the Managing Director will receive additional shares representing the
value of dividends paid over the vesting period. The Managing Director is liable for tax on the shares received at the point of vesting.
The Company will pass on to the Managing Director any actual economic benefit it derives from a resulting tax deduction, partially
mitigating the Managing Director’s tax liability
Scales Corporation Limited
120 / Corporate Governance Statement
Managing Director Remuneration Outcomes
(a) Remuneration of the Managing Director
The total remuneration and value of other benefits paid to the Managing Director (including under the STI Scheme and LTI Scheme
detailed above) for FY25 was $1,476,430 (FY24: $971,306).
Year Fixed RemunerationPay For PerformanceTo t a l
Remuneration
Base
Salary
Benefits
1
SubtotalSTI Scheme
2
LTI Scheme
3
Subtotal
Paid
% paid of
maximum
Market value
of vesting
shares
Amount
received as a
% of maximum
award
FY248 5 7, 8 7284,373942,245-0%29,061100%29,061971,306
FY25903,55389,971993,524378,21096%104,696100%482,9061,476,430
1
Benefits include superannuation payments, the provision of a company vehicle and health insurance payments.
2
For FY23, the STI Scheme targets were not achieved. The STI Scheme amount earned for FY24 was paid in FY25. The STI Scheme amount earned for FY25 was paid in FY26 and
will consequently show as FY26 remuneration in the FY26 Remuneration Report.
3
LTI Scheme amounts earned represent the market price of shares which vested to the Managing Director under the LTI Scheme during FY25 and FY24 (calculated as the volume
weighted average price of a Scales share over the 5 trading days prior to the vesting date multiplied by the number of shares that vested under the LTI Scheme, less the value of the
Managing Director’s interest free loan used to acquire those shares on the vesting date) plus a cash bonus amount paid to fund the Managing Director’s tax liability arising in respect
of the LTI Scheme shares that vested during FY25, of $12,475.
(b) FY25 STI Outcomes
A breakdown of the amount earned by the Managing Director for achievement of the FY25 STI Scheme key performance indicators is
as follows:
MeasureSTI AwardedEarned% Earned of Awarded
U n d e r l y i n g N PATA S40%$162,090$162,090100%
Underlying EBIT27%$108,060$108,060100%
Key Global Proteins division KPIs33%$135,075$54,03040%
(c) FY25 LTI Outcomes
LTI Scheme
During FY25, a total of 61,208 shares issued to the custodian in FY22 vested, with the corresponding loan amount becoming full
recourse.
In total, at 31 December 2025, 247,250 shares are held for the Managing Director under the LTI Scheme which remain subject to
vesting conditions. As at 31 December 2025, the total balance owing under the loans advanced to the Managing Director under the
LTI Scheme was $1,705,767, with $710,612 relating to unvested shares and $995,155 relating to vested shares (and which have become
full recourse). Note that under the current accounting treatment, loans relating to unvested shares are not recorded on the Company’s
balance sheet.
A summary of the LTI Scheme shares held by the Managing Director which lapsed or vested during FY25 or which remain subject to
vesting conditions as at 31 December 2025 is as follows:
Award DateVesting Date
Hurdle
Price
1
LTI shares
issued on
Award Date
Market Price
at Award
Date
2
LTI shares
lapsed in
FY25
LTI shares
vested in
FY25
Market
Price at
the Vesting
Date
3
Balance of
LTI shares at
31 December
2025
7 April 20227 April 2025$3.2061,208$115,842-61,208$92,220-
24 April 202324 April 2026$3.3368,900---N /A68,900
24 April 202424 April 2027$2.7296,037$45,243--N /A96,037
24 April 202524 April 2028$3.1882,313$90,545--N /A82,313
1
The hurdle price for an LTI Award is calculated as the market price required to achieve a gross TSR over the IPO reference price.
2
Market price of LTI Scheme shares is calculated as the volume weighted average price of a Scales share over the 5 trading days prior to the award date multiplied by the number of
LTI Scheme shares less the value of the Managing Director’s interest free loan used to acquire those shares on the award date.
3
Market price of LTI Scheme shares is calculated as the volume weighted average price of a Scales share over the 5 trading days prior to the vesting date multiplied by the number of
LTI Scheme shares less the value of the Managing Director’s interest free loan used to acquire those shares on the vesting date.
Corporate Governance Statement / 121
Annual Report - Year Ended 31 December 2025
PSR Scheme
One grant of 260,547 PSRs was made to the Managing Director as a part of the FY25 Grant.
None of the PSRs issued to the Managing Director under the FY23 Grant or the FY24 Grant became eligible for vesting during FY25.
As outlined above, PSRs are subject to a number of performance hurdles, measured at the end of a 3-year vesting period. The number
of PSRs vesting with the Managing Director is dependent on the level of performance achieved against the hurdles. Vesting of all PSRs
requires achievement at the top end of the performance hurdle range. Achievement at this level represents a high level of long-term
performance which would be of significant benefit to shareholders. In particular, PSRs issued in relation to tranche 3 are significant
in number but are linked to a very demanding TSR performance hurdle of between 12.5% and 31.1%, which ensures achievement is
strongly aligned with significant benefit to shareholders.
A summary of the PSRs granted to the Managing Director which lapsed or vested during FY25 or which remain subject to vesting
conditions as at 31 December 2025 is as follows:
Award
DateFinal Vesting Date
PSRs
issued
on Award
Date
Market
Price at
Award
4
PSRs
lapsed
in FY25
PSRs
vested
in FY25
Shares issued
/ transferred
based on
vesting
outcomes
Market
Price at
the Vesting
Date
4
Issue /
transfer
date
Balance of
PSRs at 31
December
2025
20
December
2023
11 trading days following
the release of FY25
results to NZX
267,051$856,299---N /AN /A267,051
1 May 202411 trading days
following the release
of FY26 results to NZX
267,051$872,055---N /AN /A267,051
1 May 202411 trading days following
the release of full year
FY27 results
260,547$1,089,946---N /AN /A260,547
4
Market price is calculated as the volume weighted average price of a Scales share multiplied by the number of PSRs or shares (as applicable) over the 5 trading days prior to the
relevant date (as specified in the table). The market price differs from the value ascribed to the PSRs for accounting purposes. The valuation of PSRs for accounting purposes uses a
variant of the dividend adjusted Monte Carlo simulation, which acknowledges a number of value risks, including share price volatility, interest rates and the vesting period.
Remuneration bands
The following table notes the number of employees of the Group (including former employees and employees of non wholly-owned
subsidiaries), not being a Director (and therefore excluding the Managing Director) mentioned below, who during FY25 received
remuneration and other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum, in brackets
of $10,000:
Amount of Remuneration
1
Employees
$100,001-$110,00022
$110,001-$120,00020
$120,001-$130,00017
$130,001-$140,00017
$140,001-$150,00010
$150,001-$160,00014
$160,001-$170,0008
$170,001-$180,0008
$180,001-$190,00014
$190,001-$200,0007
$200,001-$210,0003
$210,001-$220,0005
$220,001-$230,0002
$230,001-$240,0004
$250,001-$260,0001
$260,001-$270,0002
$270,001-$280,0004
$280,001-$290,0002
Scales Corporation Limited
122 / Corporate Governance Statement
Amount of Remuneration
1
Employees
$300,001-$310,0004
$350,001-$360,0001
$370,001-$380,0001
$380,001-$390,0001
$450,001-$460,0001
$470,001-$480,0001
$490,001-$500,0001
$510,001-$520,0001
$610,001-$620,0001
$620,001-$630,0001
$870,001-$880,0001
$1,180,001-$1,190,0001
$1,570,001-$1,580,0001
$4,820,001-$4,830,0001
1
The remuneration amounts include LTI Scheme shares that vested during FY25 calculated as the volume weighted average price of a Scales share over the 5 trading days prior to
the vesting date multiplied by the number of shares that vested under the LTI Scheme less the value of the interest free loan used to acquire those shares on the vesting date. The
remuneration amounts do not include any LTI Scheme awards or any PSR Scheme grants made in FY25 that have not vested.
Director Remuneration
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive Director remuneration is separate and distinct
from the remuneration of the Managing Director and other executives.
Components of Compensation – Non-Executive Directors
The Board seeks to set aggregate remuneration for non-executive Directors at a level that provides the Company with the ability to
attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
No remuneration is payable to Directors unless it is approved by the Company’s shareholders. Scales’ shareholders approved a
Directors’ fee pool of $625,000 per annum at the 2025 ASM.
The Board reviews its fees annually to ensure the Company’s non-executive Directors are fairly remunerated for their services and
recognising the level of skill and experience required to fulfil the role. The process involves benchmarking against a group of peer
agribusiness companies. In addition, the Board reviews the Committee structure and appropriate level of resourcing required to make
an ongoing contribution to long-term value creation.
Non-executive Directors have no entitlement to:
• Any performance-based remuneration
• Participation in any share-based incentive schemes
• Any golden handshake or parachute payments on their resignation as a Director
This policy reflects the differences in the role of the non-executive Directors, which is to provide oversight and guide strategy, and the
role of management, which is to operate the business and execute the Company’s strategy. Non-executive Directors are encouraged
to be shareholders but are not required to hold shares in the Company.
Each non-executive Director receives a base fee for services as a Director of the Company or specific subsidiaries, plus an additional
fee is paid to the members of each Board Committee. The payment of an additional fee recognises the additional time commitment
and specific skills required by each Director who serves on those Committees. All Directors are also entitled to be reimbursed for
costs associated with carrying out their duties, including a training allowance.
Corporate Governance Statement / 123
Annual Report - Year Ended 31 December 2025
Director Remuneration Outcomes
Fees payable for Chair, Director and Committee member roles for FY25 were:
RoleFee per annum (NZD)
Scales Board Independent Chair$176,000
Scales Non-Executive Director$85,000
Chair of Audit and Risk Management Committee$18,000
Chair of Nominations and Remuneration Committee$15,000
Chair of Health & Safety and Sustainability Committee$12,000
Chair of Finance and Treasury Committee$9,000
Committee Member$6,000
Selacs Insurance Limited Director$12,000
New Zealand-based Independent Director of Australian Acquired Entities$35,000
1
Australian-based Independent Director of Australian Acquired Entities$95,000
1
Director of non-operational Australian companies$8,000
1
1
These payments are made in AUD, but for illustrative purposes have been presented in NZD using an exchange rate of NZD 1.00 to AUD 0.85 and rounded to the nearest thousand.
Fees payable to the non-executive Directors of the Group for the period 1 January 2025 to 31 December 2025 were as follows:
DirectorBase fee
Fees for
serving on
Nominations
and
Remuneration
Committee
Fees for
serving
on Audit
and Risk
Management
Committee
Fees for
serving on
the Board
of Selacs
Insurance
Fees for
serving on
Health &
Safety and
Sustainability
Fees for
serving on
Finance and
Tr e a s u r y
Committee
Fees for
serving on
Australian
subsidiary
Boards
Mike Petersen$176,000$6,000---$6,000-
Tony Batterton$85,000$15,000$6,000--$9,000-
Miranda Burdon$85,000---$12,000--
Nick Harris$85,000-$6,000---AUD 30,000
Tim Goodacre------AU D 7, 5 0 0
Alan Isaac
1
$ 6 7, 0 1 0-$14,191$9,460---
Paul Munro
2
$18,397-$3,896$2,597---
David Foote
3
------AUD 20,000
1
Alan Isaac resigned from the Board on 14 October 2025
2
Paul Munro was appointed to the Board on 14 October 2025
3
David Foote was appointed to the Boards of a number of Australian-based subsidiaries on 28 September 2025
Principle 6 – Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.
RECOMMENDATION 6.1
An issuer should have a risk management framework for its business and the issuer’s Board should receive and review regular
reports. An issuer should report the material risks facing the business and how these are being managed.
Risk Management Framework
The Board is responsible for ensuring that key business and financial risks are identified, and that appropriate controls and
procedures are in place to effectively manage those risks.
The Audit and Risk Management Committee has overall responsibility for ensuring that the Company’s risk management framework is
appropriate and that it appropriately identifies, considers and manages risks.
Risk management is an integral part of Scales’ business. A risk management framework incorporating a risk register is used to
identify those situations and circumstances in which the Company may be materially at risk and for which risk mitigation activities
are appropriate. This approach is intended to embed a comprehensive, holistic, Group-wide culture of risk awareness in senior
management, supported by a consistent method of identifying, assessing, controlling, monitoring and reporting existing and potential
risks to Scales’ business.
The objectives of the framework are to:
• Provide a consistent and structured way to manage risk across the Company
• Ensure the Company manages effectively the risks it faces in achieving its objectives
Scales Corporation Limited
124 / Corporate Governance Statement
• Ensure our people are aware of and meet their responsibilities to identify, evaluate and treat the risks that may prevent or restrict the
Company from achieving its objectives
The Board has delegated responsibility to the Audit and Risk Management Committee to establish and regularly review the
Company’s risk management framework. As part of this framework the Committee is tasked with identifying situations and
circumstances in which the Company may be materially at risk and initiating appropriate action through the Board or Managing
Director. A risk management policy is overseen by the Managing Director and supports a comprehensive approach to the
management of those risks identified as material to the Company’s operations. Risk management is a standing item on the agenda for
Audit and Risk Management Committee meetings, with detailed reports provided by management.
The table below outlines Scales’ material risks (with the exception of Health & Safety risk, which is covered at 6.2) and how Scales
manages these risks.
Risk categoryThe risks and their impactRisk management - controls, mitigations and initiatives
Biological
Biological risks include the risk of
the incursion of pests and diseases
that would cause biological asset
damage or would impact market
access for Scales’ products.
Scales actively monitors and manages this risk via a suite of controls, including
comprehensive spray programmes, pest traps, residue testing and product traceability.
In addition, Scales promotes and participates in the management of biosecurity risks via
membership of industry bodies and assurance programmes.
Compliance,
legal &
regulatory
Risk of breaches in compliance,
legal and regulatory obligations that
would lead to adverse regulatory
outcomes, reputational damage,
fines, breaches of contract or
would impact market access for
Scales’ products.
Scales looks to mitigate these risks via committing to best practice corporate governance
including by maintaining and adhering to relevant policies, processes and procedures.
In addition, mitigations and controls include:
• Extensive operational protocols and quality control procedures
• A wide range of employee training, both internally and externally provided
• Use of relevant external advisors
• Active engagement with regulators
• External and internal audit processes
• Monitoring and compliance with consent & permit requirements
• Participation in industry bodies, including in their assurance and special interest groups
• Monitoring trade and geopolitical environment
Cyber
security
Risk of adverse impact, including
loss of business continuity, from the
failure to protect digital assets and
information.
Scales has a comprehensive suite of controls and mitigations including:
• Certified internal security personnel and certified third-party security vendors
• Network, systems, infrastructure and communications-based security software suites
• Recurring cyber awareness training for all employees
• Applicable cyber insurance covering operational downtime and/or loss of data
• Bi-annual penetration testing against edge devices
• Real-time “hot site” infrastructure for Scales’ on-premises environments
• These controls are supported by regular management reporting and escalation
processes
Financial
Risk of negative financial impact
from internal and external factors
including:
• adverse strategic decisions
• market risk, including sales
pricing, foreign exchange
movements and interest rate
movements
• failure to adequately protect
assets, including via insurance
• fraud, operational error or poor
procedures and processes
Scales has people, policies, processes, systems and controls in place to deliver on its
expectations of good practice financial management. Specific controls and mitigations
include:
• Board-appointed Audit and Risk Management and Finance and Treasury Committees
whose responsibilities include overseeing financial reporting, assessing material risks
and capital and treasury risk management
• Group-wide financial modelling, budgeting and forecasting
• Annual external audit process and internal audit function
• Extensive use of external advisors on specific risk areas
• Delegations Policy which details authority and limits for committing to expenditure
• Operation of a captive insurance subsidiary to extend the range of insurance options
• Maintenance of business continuity and crisis management plans
Human
resources
Risk of inability to retain or attract
the required calibre and number of
employees. Specific risks include:
• limitation of the Recognised
Seasonal Employer (RSE)
Scheme
• inability to meet the seasonal
worker requirements of the
Horticulture division
• failure to effectively implement a
senior management succession
plan
Scales’ management of these risks includes the following controls and mitigations:
• Active engagement with government bodies around the requirements of the RSE
Scheme
• Regular visits to the various Pacific Islands and engagement with their governments
regarding the RSE Scheme and employees
• Independent inspection of facilities provided to RSE Scheme employees
• Operation of a variety of programmes and initiatives to attract and retain employees
• Regular review of succession planning
• Operation of incentive schemes designed to encourage employee retention
Corporate Governance Statement / 125
Annual Report - Year Ended 31 December 2025
Risk categoryThe risks and their impactRisk management - controls, mitigations and initiatives
Market
access
Risk of reduction or loss of market
access and/or the limitation or
inability to get products to markets.
Specific risks include:
• product contamination
• adverse spray usage
• cool chain equipment failure
• inability to access global shipping
capacity
• trade barriers
Scales has comprehensive, policies, processes, systems and controls in place to
mitigate these risks. Specific controls and mitigations include:
• Extensive compliance programmes
• Quality control checking of products
• Sanitation protocols in place and constantly monitored
• Annual product recall testing
• Regular testing of active ingredients of sprays and of residues
• Traceability systems in place
• Effective and ongoing preventative and reactive maintenance programmes
• Constant monitoring of cool chain temperatures
• Insurance cover for goods in transit
• Engagement with government bodies on risk management
• Operation of an experienced logistics division
• Engagement with multiple global shipping carriers
• Proven track record of forecasting shipping capacity requirements
• Regulatory affairs resource to monitor changes and trends
Climate
Climate change poses risk to our
businesses via disruption to Scales’
operations, Scales’ supply chain,
infrastructure and customers.
Recent severe weather events have
highlighted the adverse impact that
climate change can have.
As an agribusiness company, Scales considers climate risk as part of its enterprise
risk framework. Climate risks and how they are managed are disclosed separately
through Scales’ Climate Statements, which are overseen by the Board and relevant
Committees.
The Managing Director and Chief Financial Officer have provided the Board, through the Audit and Risk Management Committee,
with assurances that, in their opinion, financial records have been properly maintained, that the financial statements comply with
those accounting standards under which Scales must report and that the statements present fairly Scales’ financial position
and performance. These representations are given on the basis that a sound system of internal controls and risk management is
operating effectively in all material respects in relation to financial reporting.
In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury
management, financial performance, taxation and delegated authorities.
Scales has insurance policies in place covering most areas where risk to its assets and business can be insured at a reasonable
cost. It also operates a captive insurance subsidiary, Selacs Insurance Limited. Selacs Insurance accesses reinsurance, for the
benefit of the Company, in international insurance markets, including in London.
RECOMMENDATION 6.2
An issuer should disclose how it manages its health and safety risks and should report on their health and safety risks,
performance and management.
Health and Safety
The Board recognises that effective health and safety governance is fundamental to the long-term performance and sustainability
of the Group. Oversight of health and safety is delegated to the Health & Safety and Sustainability Committee, which supports the
Board by monitoring health and safety performance, reviewing material incidents and risks, and overseeing the effectiveness of
systems, controls and programmes in place across the Group.
Management is responsible for implementing health and safety policies and systems and for reporting regularly to the Committee
on performance, emerging risks and key focus areas. This includes consideration of both lead and lag indicators, site level activity,
and independent assurance where appropriate.
Health and safety risks are managed as part of the Group’s broader enterprise risk management framework. The Committee
provides guidance and challenge to management and reports to the Board on matters requiring attention, supporting continuous
improvement in safety culture and practices across all Scales’ businesses.
Further detail on our approach and performance can be found in the Sustainability Report on pages 16 - 24.
Principle 7 – Auditors
The Board should ensure the quality and independence of the external audit process.
Scales Corporation Limited
126 / Corporate Governance Statement
RECOMMENDATIONS 7.1 AND 7.2
The Board should establish a framework for the issuer’s relationship with its external auditors.
The external auditor should attend the issuer’s Annual Shareholders’ Meeting to answer questions from shareholders in relation to
the audit.
External Auditor
Oversight of the Company’s external audit arrangements to safeguard the integrity of financial reporting is the responsibility of
the Audit and Risk Management Committee. Scales maintains an External Auditor Independence Policy to ensure that audit
independence is maintained, both in fact and appearance.
The policy covers the following areas:
• Appointment of the external auditor
• Provision of other assurance services by the external auditor
• Pre-approval process for the provision of other assurance services
• External auditor lead and engagement partner rotation
• Hiring of staff from the external auditor
• Relationships between the external auditor and the Company
• Reporting on fees and non-audit work
The role of the external auditor is to audit the financial statements of the Company in accordance with applicable auditing standards
in New Zealand and to report on its findings to the Board and shareholders of the Company.
The External Auditor Independence Policy is available in the Governance section of the Company’s website. Deloitte Limited is the
Company’s external auditor. Nicole Dring, who completed 5 years as the audit engagement partner following the 2025 audit, will
rotate off the audit, with Anthony Smith having been appointed for the 2026 audit.
All services provided by the Company’s external auditor are considered on a case-by-case basis by management and the Audit and
Risk Management Committee to ensure there is no actual or perceived threat to independence in accordance with the policy. The
external auditor has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to
operate independently during the year.
The amount payable by Scales and its subsidiaries to Deloitte Limited as audit fees during the year ended 31 December 2025 was
$459,741. In addition, audit fees of $199,381 were payable to Sheehan & Company during the year ended 31 December 2025 for their
audit of Meateor US LLC and its subsidiaries.
Deloitte Limited were also paid $45,000 for an assurance engagement in relation to greenhouse gas emissions during the year to
31 December 2025. With regard to non-assurance engagement, Deloitte Limited were paid $10,000 in relation to taxation
compliance work during the year. All non-assurance services provided must have the prior approval of the Audit and Risk
Management Committee.
The effectiveness, performance and independence of the external auditors is reviewed by the Audit and Risk Management
Committee on an ongoing basis. The Audit and Risk Management Committee also reviews the possible rotation of the external audit
firm on a regular basis. The review includes an assessment of the auditors’ independence, expertise and partner rotation frequency.
Such a review was carried out in 2023 and resulted in a recommendation of no change to the external auditor.
The auditor is regularly invited to meet with the Committee including without management present.
The auditor attended Scales’ 2025 ASM and has been invited to attend the 2026 ASM so as to be available to answer questions
about the audit process and the independence of the auditor.
RECOMMENDATION 7.3
Internal audit functions should be disclosed.
Internal Audit
Scales’ internal audit function is overseen by the Audit and Risk Management Committee. The objective of the internal audit function
is to enhance and protect the organisational value of Scales by providing risk-based and objective assurance, advice and insight.
Internal audit activities are governed by Scales’ Internal Audit Charter, which outlines, amongst other things, the principles, purpose,
authority and scope of the function.
An annual internal audit plan is prepared for approval by the Audit and Risk Management Committee. Where necessary, external
expertise is obtained for specific audit activities.
The internal auditor is regularly invited to meet with the Audit and Risk Management Committee including without management
present.
The Company continues to co-source engagements in the internal audit programme with KPMG, as required. A number of such
engagements are planned for 2026.
Corporate Governance Statement / 127
Annual Report - Year Ended 31 December 2025
Principle 8 – Shareholder Relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourages them
to engage with the issuer.
RECOMMENDATION 8.1
An issuer should have a website where investors and interested stakeholders can access financial and operational information and
key corporate governance information about the issuer.
Shareholder Relations
Scales’ Board is committed to maintaining open and transparent communications with investors and other stakeholders. The
annual report, NZX releases, governance policies and charters and a variety of corporate information is posted onto the Company’s
website. Recordings of results briefings are available in the Investors section of the website.
The Company has a Shareholder Meetings page in the Investors section on its website where documents relating to meetings are
made available.
RECOMMENDATION 8.2
An issuer should allow investors the ability to easily communicate with the issuer, including by designing its shareholder meeting
arrangements to encourage shareholder participation and by providing shareholders the option to receive communications from
the issuer electronically.
Shareholder Meetings
Shareholder meetings will be held at a time and location to encourage participation in person by shareholders. ASMs historically
have been held in Christchurch, reflecting the head office location for the Company and the historical shareholder base. Meetings
are held as ‘hybrid meetings’, with shareholders having the ability to either attend in person or to view the meeting, and to also vote
and ask questions, virtually. Meetings held in this manner ensure the widest possible shareholder participation.
Electronic Communications
Shareholders have the option of receiving their communications electronically. Shareholders can contact Scales at its head office,
with contact details for Scales available on its website.
RECOMMENDATION 8.3
Shareholders should have the right to vote on major decisions which may change the nature of the company in which they are
invested in.
Major Decisions
Directors’ commitment to timely and balanced disclosure is set out in its Shareholder Communications and Market Disclosure Policy
and includes advising shareholders on any major decisions. Where voting on a matter is required, the Board encourages investors to
attend the meeting or to vote by post or proxy. Shareholders may raise matters for discussion at the ASM either in person, virtually
or by emailing the Company with a question to be asked. Scales conducts voting at its ASMs by way of poll and on the basis of one
share, one vote.
RECOMMENDATION 8.4
When seeking additional equity, the Company should offer shares to existing shareholders on a pro-rata basis before offering shares
to other investors.
The Company did not raise equity capital in 2025. The Board will take this recommendation into account if considering any future
capital raisings.
RECOMMENDATION 8.5
The Board should ensure that the notice of meeting for the Annual Shareholders’ Meeting and any special meeting is posted on the
issuer’s website as soon as possible and at least 20 working days prior to the meeting.
Notice of Meeting
Scales’ Notice of Meeting will be released on the NZX’s Market Announcement Platform at least 20 working days prior to the ASM
and will also be made available on the Shareholder Meetings page in the Investors section of its website.
Scales Corporation Limited
128 / Corporate Governance Statement
Director Disclosures
Directors
The following persons were Directors of Scales and its subsidiaries during the year ended 31 December 2025:
Scales Corporation Limited
Tony Batterton Independent Director
Andrew BorlandExecutive Director
Miranda BurdonIndependent Director
Nick HarrisIndependent Director
Alan Isaac (resigned 14 October 2025)Independent Director
Paul Munro (appointed 14 October 2025)Independent Director
Mike PetersenIndependent Chair
ANZ Exports Pty Limited
Andrew Borland
David Foote (appointed 28 September
2025)
Nick Harris
John Sainsbury
Fayman International Group Pty
Limited
Andrew Borland
David Foote (appointed 28 September
2025)
Nick Harris
John Sainsbury
Fayman New Zealand Limited
Andrew Borland
Nick Harris
John Sainsbury
FI Group Holding Pty Limited
Andrew Borland
David Foote (appointed 28 September
2025)
Nick Harris
John Sainsbury
Fern Ridge Produce Limited
Andrew Borland
Hamish Davis
Andrew van Workum
Geo. H. Scales Limited
Andrew Borland
Steve Kennelly
Kent Ritchie
Longview Group Holdings Limited
Andrew Borland
Andrew van Workum
Meateor Aus Services Pty Limited
David Foote (appointed 28 September
2025)
John Sainsbury
Meateor Australia Pty Limited
Andrew Borland
David Foote (appointed 28 September
2025)
Nick Harris
John Sainsbury
Meateor Foods Limited
Andrew Borland
Nick Harris
Meateor Foods Australia Pty Limited
Andrew Borland
Tim Goodacre
Meateor Group Limited
Andrew Borland
Nick Harris
Meateor US LLC
Andrew Borland
John Sainsbury
Mr Apple New Zealand Limited
Andrew Borland
New Zealand Apple Limited
Andrew Borland
Profruit (2006) Limited
Andrew Borland
Nadine Tunley
Scales Employees Limited
Andrew Borland
Scales FI Group Holding Pty Limited
Andrew Borland
Nick Harris
Tim Goodacre
John Sainsbury
Scales Holdings Limited
Andrew Borland
Steve Kennelly
Kent Ritchie
Scales Logistics Limited
Andrew Borland
Steve Kennelly
Kent Ritchie
Scales Logistics Australia Pty Limited
Andrew Borland
Tim Goodacre
Selacs Insurance Limited
Andrew Borland
Alan Isaac (resigned 14 October 2025)
Steve Kennelly
Paul Munro (appointed 14 October
2025)
Shelby Exports, Inc.
Brett Frankel
Shelby JV LLC
Andrew Borland
John Sainsbury
Brett Frankel
Scales’ Subsidiaries
Director Disclosures / 129
Annual Report - Year Ended 31 December 2025
Interests Register
The following entries were made in the interests register of Scales and its subsidiaries during the period 1 January 2025 to
31 December 2025:
Indemnification and Insurance of Directors
As permitted by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the Group has
indemnified all Directors and arranged Directors’ and Officers’ liability insurance which ensures that, to the extent permitted by law,
Directors are insured for losses arising as a result of actions or omissions in their capacity as Directors. Certain actions are specifically
excluded, for example, the incurring of criminal penalties.
Share Dealings by Directors
Dealings by Directors in relevant interests in Scales’ ordinary shares during the year ended 31 December 2025 as entered in the
Interests Register of Scales are as follows:
Name of DirectorNo. of SharesNature of Relevant InterestNature of TransactionConsiderationDate of Transaction
Andrew Borland61,208
Registered holder &
beneficial owner
LTI Scheme Transfer$0.009 April 2025
Andrew Borland82,313Beneficial ownerLTI Scheme Issue$3.18 per share30 April 2025
Miranda Burdon238,258Registered holderAcquisition$3.31 per share2024–2025
Miranda Burdon119,129Registered holderDisposal$5.93 per share2025
General Notice of Disclosure of Interest in the Interests Register
Details of Directors’ general disclosures entered in the relevant interests register for Scales or its subsidiaries during the period
1 January 2025 to 31 December 2025 are as follows:
Andrew Borland
The Lincoln University FoundationTr u s t e e
Lincoln University Centennial TrustAdvisor
Lockbox Storage Rangiora LimitedShareholder
Tony Batterton
Briscoe Group LimitedDirector
Evergreen Partners LimitedDirector
NZ Fine Touring Group LimitedDirector
Siplow Nominees LimitedDirector
Direct Capital IV Management LimitedDirector
Miranda Burdon
Emerging Proteins New ZealandChair
Food Nation LimitedDirector
Meadow Mushrooms LimitedChair
Nick Harris
Glenturret Farm LimitedDirector/Shareholder
Harris Farms LimitedDirector/Shareholder
Harris Meats (Cheviot) LimitedDirector/Shareholder
Highsted TrustTr u s t e e
Southbrook 2024 LimitedDirector/Shareholder
Paul Munro
API Council (Payments NZ Limited)Member
Blis Technologies Limited
(appointed 1 March 2026)
Director
Cambridge Partners LimitedChair
Electricity Ashburton LimitedDirector
Lynn River LimitedDirector
Lynn River Holdings LimitedDirector
McKenzie Balfour & Associates
Limited
Chair
New Zealand King Salmon Investments
Limited and various wholly-owned
subsidiaries
Director
Orion New Zealand LimitedChair
RFI Holdings LimitedDirector
R F Industries Pty LimitedDirector
Southern Eye Specialists LimitedDirector
Tait International LimitedChair
Mike Petersen
Antipodean Lands Limited
Director
ANZCO Foods Limited
Director
Bellarace Consulting Limited
Director/Shareholder
Dryland Carbon
Advisory Committee
Member
Forest Partners
Advisory Committee
Member
Kelso Genetics Limited
Director
Rimanui Farms
Advisory Board Member
Te Hau Station Limited
Director
Te Puna Farm Trust
Tr u s t e e
Tukituki Water Security Limited
Chair
Scales Corporation Limited
130 / Director Disclosures
Relevant Interests
The table below records the Scales’ ordinary shares in which each Director had a relevant interest as at 31 December 2025:
DirectorNumber of Ordinary Shares – BeneficialNumber of Ordinary Shares – Non-Beneficial
Andrew Borland609,660500,000
Tony Batterton83,891Nil
Miranda Burdon95,000119,129
Nick Harris250,000Nil
Mike PetersenNil20,000
Use of Company Information by Directors
No notices were received from Directors pursuant to section 145 of the Companies Act 1993 to use Company information received in
their capacity as Directors, which would otherwise not have been available to them.
Shareholder Information
Spread of Shares
Set out below are details of the spread of shareholders of Scales as at 31 January 2026:
Number of ShareholdersNumber of Shares Held% of Shares Held
Under 2,000 1,160 1,089,621 0.75
2,000 to 4,999 1,187 3,595,117 2.48
5,000 to 9,999 708 4,671,763 3.22
10,000 to 49,999 698 13,006,026 8.97
50,000 to 99,999 84 5,575,786 3.84
100,000 and over 66 117,080,505 80.73
Director Disclosures / 131
Annual Report - Year Ended 31 December 2025
20 Largest Shareholders
Set out below are details of the 20 largest shareholders of Scales as at 31 January 2026:
Shareholder Number of Shares % of Shares
Custodial Services Limited 21,020,274 14.49
BNP Paribas Nominees (NZ) Limited - NZCSD 14,981,675 10.33
FNZ Custodians Limited 8 , 3 47, 5 1 5 5.75
Forsyth Barr Custodians Limited 6,998,516 4.82
HSBC Nominees (New Zealand) Limited - NZCSD 6,715,984 4.63
Accident Compensation Corporation - NZCSD 6,612,480 4.56
Citibank Nominees (New Zealand) Limited - NZCSD 4,852,988 3.34
Apex Custodian Nominees (NZ) Limited - NZCSD 4,566,029 3.14
JB Were (NZ) Nominees Limited 4,488,055 3.09
JP Morgan Chase Bank - NZCSD 4,054,731 2.79
HSBC Nominees (New Zealand) Limited - NZCSD 3,386,179 2.33
New Zealand Depository Nominee Limited 2,770, 238 1.91
John Grant Sinclair & Camille Elizabeth Sinclair 2,241,000 1.54
HSBC Nominees (New Zealand) Limited - NZCSD 2,225,521 1.53
Forsyth Barr Custodians Limited 1,846,606 1.27
PT (Booster Investments) Nominees Limited 1,370,509 0.94
FNZ Custodians Limited 1,312,787 0.90
Scales Employees Limited 1,298,926 0.89
JB Were (NZ) Nominees Limited 1,070,306 0.73
Fayman International Pty Limited 962,220 0.66
Substantial Product Holders
Set out below are details of the substantial product holders of Scales as at 31 December 2025.
The number of shares shown below is based on the most recent substantial product holder notices given to Scales and its records as
at 31 December 2025.
NameNumber of SharesClass of Shares
FirstCape Group Limited
1
23,254,453Ordinary
1
As disclosed in a substantial product holder notice given by FirstCape Group Limited (FirstCape) on 17 September 2025, Harbour Asset Management Limited, BNZ Investment
Services Limited and JB Were (NZ) Nominees Limited are also substantial product holders as they are related bodies corporate of FirstCape and therefore are deemed to have the
same relevant interest in Scales’ ordinary shares as FirstCape.
The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2025 was 145,018,818.
Other Information
NZX Waivers
Scales did not rely upon any waivers granted by NZX Limited during the year ended 31 December 2025.
Exercise of NZX Disciplinary Powers
NZX Limited did not exercise any of its powers under Listing Rule 9.9.3 in relation to Scales during the year ended 31 December 2025.
Donations
Donations of $12,327 were made by Scales during the year ended 31 December 2025. No donations were made to political parties.
Scales Corporation Limited
132 / Director Disclosures
AUD
Australian dollars
Average Net Debt
Average net debt is calculated as the average of the cash / debt balances plus the net working capital
facility balance, as at 30 June and 31 December each year
Capital Employed
Capital Employed is calculated as non-current assets plus working capital (excluding cash, overdrafts and
borrowings, NZ IFRS 16 lease liability, dividends declared, derivative assets / liabilities and employee loans)
EBIT
Earnings Before Interest and Tax
EBITDA
Earnings Before Interest, Tax, Depreciation and Amortisation
EPS
Earnings Per Share
Esro Petfood
Esro Petfood BV (50 per cent held by Scales, equity accounted as a joint venture)
Fayman
Australian operations of FI Group Holding Pty Limited (100 per cent held by Scales, consolidated)
together with ANZ Exports Pty Limited (85 per cent held by Scales, consolidated)
Fern Ridge
Fern Ridge Produce Limited (100 per cent held by Scales, consolidated)
FIG
Fayman International Group Pty Limited (100 per cent held by Scales, consolidated)
FOB
Free On Board, a term which means that the price for goods includes delivery at the seller’s expense on to
a vessel at a named port and no further. The buyer bears all costs thereafter (including costs of sea freight)
FY
Financial Year
Group
Scales Corporation Limited, its subsidiaries and joint ventures
Ha
Hectare, a metric unit of measurement equal to 10,000 square metres
IPO
Initial Public Offering
KPIs
Key Performance Indicators
Meateor Australia
Meateor Australia Pty Limited (100 per cent held by Scales, consolidated)
Meateor International
Meateor Foods Limited and Meateor Foods Australia Pty Limited (100 per cent held by Scales, consolidated)
Meateor NZ
Meateor Pet Foods Limited Partnership (50 per cent held by Scales, equity accounted as a joint venture)
MT
Metric Tonnes
N PAT
Net Profit After Tax
N PATA S
Net Profit After Tax Attributable to Shareholders
NZ IFRS
New Zealand equivalents to International Financial Reporting Standards
Profruit
Profruit (2006) Limited (100 per cent held by Scales, consolidated)
PVR
Plant Variety Rights
ROCE
Return on Capital Employed, calculated as EBIT divided by average Capital Employed
RSE
Recognised Seasonal Employer
Shelby
Shelby JV LLC group of companies (67.5 per cent held by Scales, consolidated)
TCE
Tray Carton Equivalent, a measure of apple and pear weight, equal to 18.6kg packed weight which
equates to 18.0kg sale weight
TEU
A Twenty-foot Equivalent Unit is a unit of cargo capacity to describe container volumes
Underlying profit measures
(EBIT, EBITDA, NPAT,
N PATA S )
Non-GAAP profit measures that Directors and management use when discussing financial performance.
See page 7 for definition and pages 40 - 43 for reconciliation to GAAP (NZ IFRS) profit measures
Glossary
Glossary / 133
Annual Report - Year Ended 31 December 2025
Scales Corporation Limited
134
Board of Directors
Mike Petersen (Chair)
Andrew Borland (Managing Director)
Tony Batterton
Miranda Burdon
Nick Harris
Alan Isaac (resigned 14 October 2025)
Paul Munro (appointed 14 October 2025)
Audit and Risk Management Committee
Paul Munro (Chair)
Nick Harris
Tony Batterton
Nominations and Remuneration Committee
Tony Batterton (Chair)
Mike Petersen
Finance and Treasury Committee
Tony Batterton (Chair)
Andrew Borland
Mike Petersen
Health & Safety and Sustainability Committee
Miranda Burdon (Chair)
Andrew Borland
Registered Office
52 Cashel Street
Christchurch 8013
New Zealand
Postal Address
PO Box 1590
Christchurch 8140
New Zealand
Telephone
+64 3 379 7720
Website
www.scalescorporation.co.nz
Auditor
Deloitte Limited
Level 4
151 Cambridge Terrace
Christchurch 8013
Bankers
ANZ Bank New Zealand Limited
Level 3
ANZ Centre
267 High Street
Christchurch 8011
Coöperatieve Rabobank U.A., New Zealand Branch
Level 4
32 Hood Street
Hamilton 3204
Westpac New Zealand Limited
Level 4
The Terrace
83 Cashel Street
Christchurch 8011
Solicitors
Anthony Harper
Level 9
Anthony Harper Tower
62 Worcester Boulevard
Christchurch 8013
Chapman Tripp
Level 34
P w C To w e r
15 Customs Street West
Auckland 1010
Corporate Advisor
Maher & Associates
17 Albert Street
Auckland 1010
Share Registry
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Directory
Directory / 135
Annual Report - Year Ended 31 December 2025
52 Cashel Street, Christchurch 8013, New Zealand
www.scalescorporation.co.nz
Scales Corporation Limited
Printed on 100% recycled paper
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.