Kingfish 2025 Annual Report
ANNUAL REPORT
2025
31 MARCH
2
CALENDAR
Next Dividend Payable
27 JUNE 2025
Annual Shareholders’ Meeting
Ellerslie Event Centre, Auckland
8 AUGUST 2025, 10:30AM
Interim Period End (1H26)
30 SEPTEMBER 2025
03About Kingfish
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Kingfish Portfolio Stocks
26Board of Directors
27Corporate Governance Statement
36Directors’ Statement of Responsibility
37Financial Statements
54Independent Auditor’s Report
58Shareholder Information
60Statutory Information
63Directory
CONTENTS
Andy Coupe
Chair
Carol Campbell
Director
This report is dated 23 June 2025 and is
signed on behalf of the Board of Kingfish
Limited by Andy Coupe, Chair, and Carol
Campbell, Director.
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3
ABOUT KINGFISH
Kingfish Limited (“Kingfish” or “the Company”) is a listed investment
company that invests in quality, growing New Zealand companies. The
Kingfish portfolio is managed by Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”), a specialist investment manager
with a track record of successfully investing in growth company
shares. Kingfish listed on NZX Main Board on 31 March 2004 and may
invest in companies that are listed on a New Zealand stock exchange
or unlisted companies.
INVESTMENT OBJECTIVES
The key investment objectives of Kingfish are to:
» achieve a high real rate of return, comprising both income and capital
growth, within risk parameters acceptable to the directors; and
»provide access to a diversified portfolio of New Zealand quality growth
stocks through a single tax efficient investment vehicle.
INVESTMENT APPROACH
The investment philosophy of Kingfish is summarised by the following
broad principles:
»invest as a medium to long-term investor exiting only on the basis of
a fundamental change in the original investment case;
»invest in companies that have a proven track record of growing
profitability; and
» construct a diversified portfolio of investments based on the
‘STEEPP’ investment criteria (see pages 18 and 19).
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ANNUAL REPORT
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$
40.8m
Net profit
12 .5
%
Total shareholder return
10.6
%
Gross performance return
$
1.35
NAV per share
$
1.28
Share price
8.9
%
Adjusted NAV return
DIVIDENDS PAID
DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2025 (CENTS PER SHARE)
Total dividends of 11.08cps were paid during the financial year (2024: 10.83 cps)
27 June
2024
2.65
cps
27 September
2024
2.66
cps
20 December
2024
2.85
cps
28 March
2025
2.92
cps
FOR THE 12 MONTHS ENDED 31 MARCH 2025
AT A GLANCE
AS AT 31 MARCH 2025
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Infratil
14
%
Fisher & Paykel
Healthcare
18
%
Summerset
9
%
Mainfreight
10
%
Auckland
International
Airport
8
%
AS AT 31 MARCH 2025
LARGEST INVESTMENTS
AS AT 31 MARCH 2025
SECTOR SPLIT
Healthcare 35%
Industrials 25%
Financials 14%
Utilities 10%
Information Technology 8%
Consumer Staples 4%
Cash 3%
Materials 1%
These are the five largest percentage holdings in the Kingfish portfolio. The full Kingfish portfolio and percentage
holding data as at 31 March 2025 can be found on page 17.
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"Kingfish has benefitted
from the gradual
recovery by key
portfolio companies
in delivering a net
profit for the 31 March
2025 financial year of
$40.8 million.”
DIRECTORS’ OVERVIEW
Andy Coupe
Chair
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ANNUAL REPORT
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The 2025 financial year was marked by continued
below-average growth in the New Zealand economy,
creating a challenging environment for the local share
market. Despite this, the New Zealand share market
found some support from a shift in monetary policy, as
the Reserve Bank of New Zealand implemented several
cuts to the Official Cash Rate. These moves helped lift
investor sentiment and share prices during the second
half of the 2024 calendar year. Momentum waned in the
final quarter of the financial year, as expectations for an
economic recovery were pushed out and global market
volatility weighed on performance. However, while
the New Zealand share market returns were subdued,
Kingfish delivered relatively strong performance.
The Company successfully generated a $40.8m net
profit after tax (NPAT) for the 31 March 2025 financial
year. The adjusted NAV return
1
was up 8.9%, while the
total shareholder return
2
was up 12.5%, reflecting the
improving share price over the majority of the year. The
gross performance return
3
of 10.6% was ahead of the
Company’s benchmark index
4
, which was up 1.4%. The
Manager believes that Kingfish remains well placed
by virtue of the quality of the portfolio companies’
business models and their attractive long-term runways
for earnings growth. These factors, when combined
with more favourable valuations, mean the current
environment presents an attractive opportunity for
patient investors.
There was a small increase in Kingfish Limited’s Net
Asset Value (NAV) for the year, from $458 million to
$470 million, with the financial year NPAT of $40.8m
more than offsetting the Kingfish net distributions paid
during the year ($24m net of the dividend reinvestment
plan) and the $6m buybacks. It is also relevant to note
the Kingfish annualised adjusted NAV performance over
the longer term of three and five years, being 3.2% and
8.4%, as compared to the benchmark index for those
same three and five-year periods of 0.4% and 4.6%.
Revenues and Expenses
The 2025 NPAT result comprised profits on investments
of $37.8m, dividend and interest income of $10.4m, less
operating expenses and tax of $7.4m.
Overall operating expenses were $0.6m higher than
the corresponding period, mainly due to higher
management fees as a consequence of the higher
portfolio gross asset value.
Dividends
Kingfish continues to distribute 2.0% of average net
asset value per quarter, as shareholders are attracted
to receiving the regular distributions. Over the 12-month
period to 31 March 2025, Kingfish paid 11.08 cents per
share in dividends (2024:10.83 cps). The next dividend
will be 2.75 cents per share, payable on 27 June 2025
with a record date of 5 June 2025.
Kingfish has a dividend reinvestment plan which
provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully
paid ordinary shares. Full details of the Dividend
Reinvestment Plan
5
can be found in the Kingfish
Dividend Reinvestment Plan Offer Document, a copy
of which is available at kingfish.co.nz/investor-centre/
capital-management-strategies/
Warrants
On 1 May 2025, 87.0m new warrants were allotted.
One new warrant was issued to eligible shareholders
for every four shares held on the record date (30 April
2025). The warrants are exercisable on 1 May 2026 at
$1.35 per warrant, adjusted down for dividends declared
during the period commencing from the allotment of the
warrants, up to the announcement of the 1 May 2026
exercise price.
The prior Kingfish warrant (KFLWH) had an exercise
date of 26 July 2024, when warrant holders had the
option to convert their warrants into ordinary shares at
an exercise price of $1.26 per warrant. On the exercise
date, 1.1m warrants out of a possible 83.1m warrants
were converted into Kingfish ordinary shares. The new
shares were allotted to warrant holders on 31 July 2024
and the additional funds were invested into the Kingfish
portfolio.
Share Buybacks
The share buyback programme
6
is another part of
Kingfish’s capital management. During the 12 months
to 31 March 2025, the share price was, at times, at a
discount of greater than 6% to the adjusted NAV, and the
Company bought back 4.8m shares (FY24: 0.7m).
1
The adjusted net asset value return is the underlying performance of the investment portfolio adjusted for dividends, (and other
capital management initiatives), and after expenses, fees and tax.
2
Total shareholder return - the return combines the share price performance, the warrant price performance, the net value of
converting any warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the
Company’s dividend reinvestment plan, and that shareholders exercise their warrants, (if they were in the money), at warrant
expiry date.
3
The gross performance return is the portfolio performance before expenses, fees and tax. It is an appropriate return measure
for assessing the Manager’s performance against an index or benchmark.
4
The benchmark index is the S&P/NZX50G.
5
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare
Investor Services Limited.
6
Shares purchased under the buyback programme are held as treasury stock and subsequently utilised under the dividend
reinvestment plan.
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FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance
For the year ended 31 March20252024202320222021
5 years
(annualised)
Total Shareholder Return12 .5%3.7%(18.8%)0.02%6 5 .1%9.4%
Adjusted NAV Return8.9%4.6%(3.6%)(3.5%)41.1%8.4%
Dividend Return
1
8.6%8.5%7.7 %7. 4 %7.7 %
Net Profit/(Loss)$40.8m$19.9m($19.5m)($ 17. 3 m)$142.7m
Basic Earnings per Share11.9 0 c ps 5.96cps-6.00cps-5.49cps56.28cps
OPEX ratio1.5%1.5%0.9%1.1%2.9%
OPEX ratio (before performance fee)1.5%1.5%0.9%1.1%1.5%
As at 31 March20252024202320222021
NAV (as per financial statements)$1.35$1.3 4$1.4 0$1.5 8$1.7 7
Adjusted NAV$ 7.17$6.58$6.30$6.53$6.77
Share price$1.28$1.25$1.32$1.75$1.90
Warrant price-$0.01-$0.05-
Share price discount/(premium) to NAV
2
5.2%6.5%5.7%(11.6%)( 7. 3 %)
DIRECTORS’ OVERVIEW CONTINUED
Andy Coupe / Chair
Kingfish Limited
23 June 2025
Annual Shareholders’ Meeting
The 2025 annual shareholders’ meeting will be held on
Friday 8 August at 10:30 am at the Ellerslie Event Centre
in Auckland and online. All shareholders are encouraged
to attend, with those who are unable to attend either
form of the meeting invited to cast their vote on
Company resolutions prior to the meeting.
Conclusion
The year ended 31 March 2025 was yet another
challenging period for the New Zealand share market.
Notwithstanding the changeable market conditions
over the period, your directors remain confident in
the strategy of focusing on well-managed, quality
businesses, whose sustainable competitive advantages
enable them to adapt and respond to an ever-changing
environment over the medium to long term.
We would like to thank you for your continued support
and look forward to seeing many of you at the annual
meeting on 8 August 2025.
On behalf of the board,
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Non-GAAP Financial Information
Kingfish uses the following non-GAAP measures:
»adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after
expenses, fees and tax,
» adjusted NAV return – the percentage change in the adjusted net asset value,
»gross performance return – the Manager’s portfolio performance in terms of stock selection before expenses, fees and tax,
»total shareholder return – the return combines the share price performance, the warrant price performance, the net value of
converting any warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the
Company’s dividend reinvestment plan, and that shareholders exercise their warrants (if they were in the money) at warrant
expiry date,
»OPEX ratio – the percentage of Kingfish’s assets used to cover operating expenses, excluding tax and brokerage, and
»dividend return – how much Kingfish pays out in dividends each year relative to its average share price during the period.
(Dividends paid by Kingfish may include dividends received, interest income, investment gains and/or return of capital.)
All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to
such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial
Information Policy. A copy of the policy is available at kingfish.co.nz/about-kingfish/kingfish-policies.
FIGURE 2: TOTAL SHAREHOLDER RETURN
Share Price/Total Shareholder Return
Total Shareholder ReturnShare Price
$
9.00
$
8.00
$
7.00
$
6.00
$
5.00
$
4.00
$
3.00
$
2.00
$
1.00
$
0.00
Mar
2016
Mar
2019
Mar
2020
Mar
2021
Mar
2022
Mar
2023
Mar
2024
Mar
2025
Mar
2004
Mar
2005
Mar
2006
Mar
2007
Mar
2008
Mar
2009
Mar
2010
Mar
2 011
Mar
2012
Mar
2013
Mar
2014
Mar
2015
Mar
2017
Mar
2018
Manager Performance
For the year ended 31 March20252024202320222021
5 years
(annualised)
Gross Portfolio Performance
(before expenses, fees and tax)10.6%6.3%(2.7%)(2.5%)46.0%10.2%
S&P/NZX50G1.4%1.9%(1.9%)(3.6%)28.2%4.6%
Performance fee hurdle/Benchmark Rate
3
12 .2%12 .7%10.2%7. 5 %7. 3 %
NB: All returns have been reviewed by an independent actuary.
1
Kingfish’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year. (The
dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied.)
2
Share price discount / (premium) to NAV (including warrant price on a pro-rated basis)
3
The performance fee hurdle is the Benchmark Rate (the change in the NZ 90 Day Bank Bill Index +7%).
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Matt Peek
Portfolio Manager
"Kingfish aspires
to own quality
companies that
demonstrate resilience
and achieve growth
despite tough times."
MANAGER’S REPORT
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ANNUAL REPORT
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It follows that unemployment continued to rise, to
5.1% by December 2024, up over a percentage point
over 12 months to the highest level since 2016 (COVID
lockdowns aside).
This environment led to many Kiwis and businesses
adopting the mantra 'Survive 'til '25.'
On the positive side of the ledger, we saw the Reserve
Bank of New Zealand (RBNZ) finally deliver some cuts
to the Official Cash Rate, dropping this from 5.25% to
3.75% at 31 March 2025 in a series of cuts beginning in
August.
While this ‘monetary stimulus’ provided a much-
needed boost to sentiment, we did not see it translate
meaningfully to higher spending or business activity.
Stimulus like this can take a while to translate to
greater activity. Consumers need to wait until the cash
hits their bank account, and businesses like to have a
line of sight to improved profitability before stepping up
spending and investment. Consumers and businesses
alike were optimistic that things would (surely) be ‘less
bad’ in 12 months’ time, but in reality, activity levels
actually got weaker sequentially over the financial year.
Chart: There was a disconnect between businesses’
optimism in their outlook and weak observed activity
levels
Source : ANZ
The stock market is not totally representative of exactly
what is happening in an economy. For one, it contains
a number of utilities and not the struggling local café.
It also has the occasional internationally focused
business without much of a local customer base.
That said, this all provided a tough backdrop for the
New Zealand stock market in the 2025 financial year.
Many companies saw earnings growth expectations
delayed as the reality of the economic environment set
in. Some companies previously thought to be defensive
or resilient to a downturn proved otherwise.
SUMMARY AND MARKET REVIEW
During the financial year to 31 March 2025, the New
Zealand market benchmark
1
rose by 1.4% (while
Kingfish delivered a Gross Performance Return of
10.6%). It was the second consecutive year that the
New Zealand share market delivered a low single-digit
return, after 1.9% in the previous financial year.
Last year, we observed that “a key reason why the New
Zealand market has delivered lower returns recently
has been the weaker economic environment” versus
other economies like Australia and the US.
Unfortunately, over the course of the 2024 calendar
year, New Zealand's economic growth continued
to surprise negatively, with figures from Stats NZ
suggesting the economy contracted sharply in the
June and September quarters.
Chart: Economic activity (real GDP growth)
continued to show NZ’s economy was below
long-term trends
Source : Stats NZ, NZ Treasury
Note: FY25 figure based on the NZ Treasury 2025 Pre-Budget
Economic and Fiscal Update (PREFU)
While broadly cost of living pressures became less
acute, the local consumer continued to face increases
to key household expenses (such as rents, rates and
electricity) plus the tail end of rolling onto higher
mortgage rates, which constrained discretionary
spending.
Many companies in the private sector facing a tougher
environment resorted to restructuring their workforces
to ‘right-size’ to the weaker business environment.
Companies also commonly held off on making non-
essential reinvestment in their businesses, given the
difficult backdrop.
The coalition Government’s first budget in May 2024
prioritised limiting the budget deficit, while facing lower
tax revenue, and so the public sector also saw ‘belt-
tightening’ and layoffs.
1
S&P/NZX 50 gross index excluding imputation credits.
5%
4%
3%
2%
1%
0%
-1%
-2%
FY22 FY23 FY24 FY25
March year real GDP growth
Long term average (1979 - 2024)
60
40
20
0
-20
-40
MAR 22
JUN 22
SEPT 22
DEC 22
MAR 23
JUN 23
SEPT 23
DEC 23
MAR 24
JUN 24
SEPT 24
DEC 24
MAR 25
Outlook Activity
FY23FY24FY25
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Chart: New Zealand stock market returns struggled to defy the gravity effect of the local economic environment
MANAGER’S REPORT CONTINUED
Source : Bloomberg
Overall, in spite of the challenging environment, the
New Zealand share market trended marginally higher
over the year, although momentum faded in the last
quarter as the market was impacted by volatility in
global share markets.
THE KINGFISH PORTFOLIO YEAR IN
REVIEW
Kingfish comfortably outperformed its New Zealand
equity market benchmark, with a Gross Performance
Return of 10.6% versus the S&P/NZX 50 of 1.4%.
Chart: Kingfish outperformed the NZ share market
(S&P/NZX 50 gross index) for the second successive
year
As we have previously observed, Kingfish has a
modest exposure to companies that rely on the New
Zealand consumer. Several of its portfolio companies
derive a lot of income from offshore. Kingfish aspires
to own quality companies that demonstrate resilience
and achieve growth despite tough times.
As is always the case, during the financial year to 31
March 2025, Kingfish’s performance reflected many
company-specific factors, which are discussed in turn
in the next section.
6.3%
1.9%
10.6%
1.4%
FY24 FY25
Kingfish gross performance return
S&P/NZX 50 gross index
120
115
110
105
100
95
NZ (NZX 50)US (S&P 500)
Australia (ASX 200)World (MSCI World)
31MAR24 30JUN24 30SEPT24 31DEC24 31MAR25
Vista
F&P Healthcare
a2 Milk
Port of Tauranga
Freightways
EBOS
Contact Energy
Summerset
Auckland Airport
Meridian Energy
Vulcan Steel
Infratil
Mercury
Mainfreight
Delegat
+89%
+32%
+30%
+26%
+23%
+15%
+11%
+1%
-1%
-2%
-2%
-3%
-5%
-9%
-31%
Notably, the top 3 performers for the financial year had
one key thing in common – almost nothing by way of
sales within New Zealand. Vista, a2 Milk and Fisher
& Paykel Healthcare have built fantastic offshore-
focused businesses with ample runway for further
growth. A New Zealand recession is almost irrelevant
to them, and in fact tends to weaken the Kiwi dollar,
which means their offshore earnings are worth even
more when repatriated.
The largest detractors also generally had something
in common: a more challenging cyclical demand
environment.
Chart: Portfolio Company Total Shareholder Returns
(year to 31 March 2025)
Source : Bloomberg
Note: Total shareholder return to nearest percent, excluding
imputation credits.
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PERFORMANCE HIGHLIGHTS
Vista
Vista (+89%) saw its share price rise strongly as it made
further strides in its cloud-based cinema software
strategy. It also saw the company thrust into the
spotlight as private equity firm Potentia bought a 19.9%
shareholding in the company, validating the opportunity
ahead and value on offer.
Calendar 2024 was a year of execution for the company,
having previously put the foundations in place by
developing its Cloud offering and signing up early
adopting customers for implementation. Cinema
circuits were onboarded, with customers on the Cloud
product increasing from 59 to 358 sites over the period,
and customers on the Digital solution increasing from
166 to 683 sites. This saw annualised recurring revenue
increase by 15% in the year.
With around 4,600 sites in total and ambitions for
further growth in the customer base, Vista is only in
the early stages of its growth trajectory. The company
remains positive about implementing the products
for committed customers and signing up further
customers to the transition.
Management has controlled cost growth well,
exceeding its profit margin guidance and prompting an
increase in its long-term profit margin target to 33-37%
from the previous 25-30% range.
Fisher & Paykel Healthcare
Fisher & Paykel Healthcare (FPH, +32%) delivered strong
returns off the back of strong sales performance across
all key parts of the business.
In its Hospital division, FPH's new applications’
consumables have continued to grow at high rates.
It called out its anaesthesia offering, which is seeing
its experience in North America mirror the historical
growth curve in Australia, where the products have been
available longer.
The company noted it is seeing pleasing rates of change
in clinical practice, which takes time but is the ultimate
driver of increasing uptake of its products.
Obstructive sleep apnoea masks have been a standout
for the last couple of years given the successful release
of new masks, and sales have continued to grow nicely.
The immediate outlook continues to be supported by the
launch of a number of new masks including the recent
debut of several in the important US market.
Less acute cost pressures, plus new product launches
at higher price points and the tailwind of higher
volumes, means the company is making progress
working to improve its profit margins to its target level.
FPH continues to see strong earnings growth, driven
by double-digit revenue growth in both Hospital and
Homecare (consistent with its goal of doubling sales
every five to six years), combined with margin expansion.
The a2 Milk Company
The a2 Milk Company (+30%) continued to take market
share in the Chinese infant formula sector despite the
market contending with a softer economy and smaller
infant population due to demographics and a lower birth
rate than historically.
The company's English Label infant formula product
has been performing strongly as it is at an affordable
price point at a time when Chinese families are under
economic pressure and looking for quality, affordable
options. The company is well placed to continue
its sales momentum with the launch of premium
('Genesis') and budget ('Gentle Gold') English Label
alternatives, plus senior health fortified milk products.
Port of Tauranga
Port of Tauranga (+26%) bounced back to growth after
facing container volume headwinds, cost inflation and a
resurgent competitor in Ports of Auckland.
The port’s share of container volumes has improved
following a reset of rail costs and following increased
charges for cargo owners at its rival, Ports of Auckland.
Against this backdrop, Port of Tauranga has also been
able to put through price increases to restore profitability.
The port remains well placed longer term, with key
competitor Ports of Auckland prioritising price leadership
over volume growth, and Port of Tauranga’s Sulphur
Point berth extension supporting future volume growth.
Freightways
Leading local courier operator Freightways
(+23%) was among the rare domestically focused
companies that performed credibly despite a tough
economic environment, which was reflected in
strong share price performance.
Its New Zealand courier business has recently seen
like-for-like customer volumes down around -4% on last
year. However, improved pricing and market share gains
from other operators offset this weakness.
In Australia, the company's Allied Express larger item
delivery business continues to perform well, benefitting
from more buoyant market conditions and customer
wins, assisted by investment in automation projects.
EBOS
EBOS (+15%) has put the loss of its A$2 billion Chemist
Warehouse Australia contract behind it and continued
to deliver solid growth.
The core Community Pharmacy and Institutional
Healthcare divisions continue to perform well as
demand for healthcare increases. It is experiencing
market growth supported by demographic tailwinds and
market share gains.
The division is also benefitting from greater industry
funding, following a newly minted remuneration model
for Australian pharmaceutical wholesalers.
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MANAGER’S REPORT CONTINUED
It has also been benefitting from the changing
competitor landscape, gaining significant new
wholesale pharmacy customer business that has
already exceeded its initial target of A$300 million by
around 50%.
Organic growth in EBOS’s Animal Care division is
slowing following the COVID-induced uplift in pet
ownership rates. However, overall performance remains
relatively resilient, in part thanks to the company’s
strong brands and a focus on new product development
in adjacent market segments.
Contact Energy
Electricity company Contact Energy (+11%) delivered
solid returns, with its much-anticipated new Tauhara
geothermal plant coming online to displace generation
from its Taranaki Combined Cycle gas-fired plant at an
opportune time (high wholesale electricity prices and
high gas costs).
During the period, Contact made an offer to acquire
Manawa, the owner of several hydro schemes across
New Zealand. Manawa’s predominantly North Island
hydro portfolio complements Contact’s South Island
hydro portfolio. Contact believes it can achieve
meaningful cost savings from bringing the businesses
together. At the time of writing, the transaction was still
conditional but expected to go ahead, having received
clearance from the Commerce Commission.
Summerset
Retirement village operator and developer Summerset
(+1%) had a strong year, albeit not reflected by its share
price.
In calendar 2024, the company demonstrated its ability
to execute strongly from both a sales and development
perspective, with record total settlements (+12%
on 2023), record underlying profit (+8%), record net
operating cash flow (+11%) and record net tangible asset
value per share (+13%).
This was despite encountering a challenging operating
environment, including incoming residents faced with
the prospect of selling their home in a subdued housing
market with flat prices and an elevated level of properties
for sale.
The company delivered the first units of its flagship St
Johns development in Auckland late in the year, on time
and on budget and with the expectation that this will
generate a significant cash surplus as units are sold
down.
Summerset is benefitting from a geographically diverse
range of new villages to sell, and has chosen locations
wisely with attractive demand supply catchments.
Resales volumes continue to grow as the portfolio
matures, which will continue to provide growing cash
flow for years to come.
Summerset has maintained a prudent approach to debt,
with net debt exceeded by the value of its development
portfolio and coupled with a strong track record
of crystallising cash from development in a timely
manner. It has continued to add broadacre sites to its
development pipeline to extend its growth runway.
The year also saw the initial sales at its first Australian
village, Cranbourne North. With other villages
progressing through their early development stages,
Australia is expected to deliver more units over time.
PERFORMANCE LOWLIGHTS
Delegat Group
Oyster Bay wine brand owner Delegat (-31%) saw
a continuation of the recent challenging trading
environment.
Wine sales have been subdued in particular in the
US and UK, which means retailers are continuing
to limit orders to reduce their inventories. Some
customers are being more value conscious due to
economic pressures, such as in the UK, and this is
inducing competitors to be more aggressive on price
promotions. This comes at a time when Delegat is
looking to selectively raise prices to rebuild profitability
after a few years of elevated cost pressures.
Historically, the company has preferred to maintain
prices to preserve brand equity (versus discounting
to a lower price point), although this impacts sales
volumes in the short term.
Subsequent to the end of the financial year, tariffs have
the potential to impact the company’s wine sales into
the United States.
Mainfreight
Mainfreight (-9%) saw mixed performance across its
business, as dictated by regional market conditions.
The company continued to see challenged
performance in its New Zealand operations. As the
dominant player, it struggled to find enough market
share opportunities to offset softer market volumes,
and so profits have contracted year over year. Europe
has also seen slower economic conditions as a
constraining factor on growth.
The shining light for the company continues to be its
Australian presence. Mainfreight is in a sweet spot
where it now has critical mass for its network and
is getting strong recognition in the market, winning
business from competitors. Zooming out, it has a
relatively modest market share, which means the
runway for growth remains significant, as its profits
have only just overtaken the New Zealand division
despite the Australia market size being multiples larger.
A large but more challenging opportunity for the
company remains the US Transport market (less-than-
truckload freight). Over time, Mainfreight has made
progress in its Warehousing and Air & Ocean freight
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forwarding divisions, which have similar offerings to
the most established parts of its global network. In the
Transport business, it has a nationwide network in key
locations and picks up and delivers 85% of warehouse
freight on a Mainfreight truck. The challenge is building
out and ‘fattening’ density in the network to compete
successfully in a market where customers have plenty
of choice and Mainfreight is still a relative minnow. Our
visit to Dallas for the company’s investor day revealed
that the company remains serious in its ambitions and
is selectively investing in modern facilities to support
this goal.
The company has also seen challenging conditions
in its Air & Ocean division, with the spectre of tariffs
creating uncertainty around freight flows. While there
may be some short-term disruption, global freight
forwarders like Mainfreight could prove well placed
to navigate a complex and changing environment on
behalf of customers, as the company proved during the
disrupted COVID environment.
Infratil
Infratil (-3%) had a busy year, with plenty by way of
developments across its infrastructure portfolio.
Sentiment ended the financial year on a soft note, with
key assets experiencing challenges in their market
environments.
Key holding CDC Data Centres saw strong demand for
data centre space over much of 2024, but this morphed
into concern early in 2025 that the relentless growth
in demand from large tech companies may slow. The
company finished the 2025 financial year short of the
400MW of contracted capacity it had targeted, but
remains confident in the longer-term growth trajectory.
It was still a year of significant progress for CDC and
growth with operating capacity up +19% (from 268MW
to 318MW) and future build pipeline increasing more
than three-fold from 536MW to 1754MW. One of its
fellow shareholders recently topped up its shareholding
at a valuation for the whole enterprise of A$17.3 billion,
versus A$11.1 billion a year earlier.
Longroad Energy saw the outlook for its industry
landscape change during the period as Trump was
re-elected. The US-based renewable energy developer
had seen an acceleration of its growth outlook under
the Biden administration’s ‘Inflation Reduction Act’,
but the industry is now coming to terms with potential
changes to subsidies under the Trump administration.
Infratil’s local telecommunications company, One
NZ, has progressively been taking market share from
heavyweight competitor Spark (not owned by Kingfish)
and has also moved more proactively to position for a
consumer slowdown.
Infratil is set to sell its longstanding 51% shareholding
in electricity generator Manawa to Contact Energy (for
cash and Contact shares).
Vulcan Steel
Vulcan Steel (-2%) has been contending with the tough
economic backdrop. In large part its products are used
in capital projects, which can be delayed or scaled
back in tough economic times.
While volumes and profitability have been under
pressure, the company’s low-cost business model
means it is still profitable despite inclement market
conditions. Its competitors, Steel & Tube and, we
suspect, Fletcher Building's steel division, on the other
hand, are losing money.
Meanwhile the company has made good progress
in integrating its acquisition of the Ulrich aluminium
business, including switching to its inventory
management and sales methodologies which will give
improved returns moving forwards. It has also rolled
out a growing number of ‘hybrid’ sites which stock its
range of both aluminium and stainless-steel products,
which will allow it to efficiently sell to more customers
moving forwards.
Meridian Energy
Meridian (-2%) had an eventful year.
Early in the year, it struck a long-term deal with the Tiwai
aluminium smelter, providing the industry much needed
clarity about the long-term operating environment.
It also saw increased public scrutiny during the dry
winter in 2024, given the media interest and political
concern around current New Zealand electricity market
dynamics as a byproduct of a historically unfortunate
lack of rain and unexpected gas shortages.
Lack of hydro inflows saw wholesale electricity
prices spike to high levels for spot market customers.
However, the way the electricity system works in
New Zealand means residential customers and most
commercial and industrial customers are insulated
because they purchase energy at fixed prices, with only
certain 'sophisticated' customers electing to take spot
market price risk.
Meridian progressed building out its pipeline of wind,
solar and battery projects to meet New Zealand's
increasing demand for electricity over the coming
years. During the year, it committed to a 100MW battery
system at Ruakākā, a wind farm at Mt Munro, and the
repowering of the Te Rere Hau wind farm with new
turbines, greatly increasing its generation capacity.
Auckland Airport
Auckland Airport (-1%) progressed its long-term
terminal infrastructure programme during the period,
although the new terminals remain a multi-year project
years away from completion. During the year, the
company raised $1.4 billion in equity at $6.95 per share
to help fund this (which Kingfish supported).
The year contained some challenges, including modest
passenger demand growth, given the recession
has tempered the appetite for New Zealanders to
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MANAGER’S REPORT CONTINUED
travel domestically for both business and leisure and
not helped by elevated pricing from New Zealand’s
dominant carrier, Air New Zealand. Australians
have shown a greater preference to travel to other
destinations such as Bali and Japan.
Late in the period, the Commerce Commission clarified
its view on Auckland Airport’s proposed landing
charges, and it agreed to reduce charges as a result.
PORTFOLIO ADDITION AND EXIT
Mercury
We initiated a position in Mercury (-5%) late in the
financial year.
Mercury is one of the five currently listed New
Zealand electricity generator-retailers (‘gentailers’).
Fundamentally, Mercury’s core economic 'moat' comes
from its irreplaceable hydro assets, with nine power
plants on the Waikato River. This provides flexible,
low marginal cost generation. Having flexible hydro
generation allows for fast dispatch of power when
intermittent renewable resources are unavailable,
that is, when the wind doesn’t blow or the sun doesn’t
shine. This flexibility is of increasing importance as
more renewable assets are built. Flexible hydro also
mitigates the burden of the increasingly high cost of
gas generation, given New Zealand’s gas reserves are
diminishing faster than expected. Mercury’s North
Island hydro assets are closer to the bulk of New
Zealand’s electricity demand, where electricity prices
are higher, a point of differentiation compared to
Meridian and Contact.
Mercury also has a significant proportion of wind
generation versus other gentailers and a modest
amount of geothermal generation, which nicely balance
its generation portfolio.
We like Mercury’s well-progressed future development
pipeline, consisting mostly of wind but with meaningful
geothermal expansion options, supported by a solid
balance sheet.
The share price represents an attractive entry point,
similar to when we added Contact Energy to the
portfolio in August 2020.
Ryman Healthcare
We exited our holding in Ryman during the period.
Despite being long-term investors in Ryman (Kingfish
invested in the company back in 2004 ahead of a long
period of significant value creation), our thesis has
shifted over recent years.
We had reduced the position size significantly over the
previous five or so years, although we ultimately thought
Ryman still had a strong brand and business model and
would regain success with a capable management team
and board in place.
This changed with the company’s surprise decision in
February to raise around $1 billion of new equity to pay
down debt. The balance sheet had been a focus area
for us, and the management team had assured us that it
was not a concern as recently as December following its
half-year result.
The company also provided a weak trading update, with
December quarter gross sales applications down 40%
on the prior year, citing challenging market conditions,
heightened competitive activity and impact from
"changes to Ryman's ORA [Occupancy Right Agreement]
pricing model, organisational restructure and reduced
incentives in the market". Again, this was not on
management's radar previously, with commentary in
late November suggesting a limited response to the
change from prospective residents.
Management also flagged even more potential
impairments to its assets, above and beyond previous
write-downs.
Ryman also announced it will pause all future
development stages and has roughly halved its
combined build rate for the 2026 and 2027 financial
years, which will curtail future growth.
The surprise equity raise and change in narrative
from the new management team materially impaired
our investment thesis: (1) we lost confidence in the
management and board; (2) reduced sales suggest
a weaker brand and execution, in stark contrast to
Summerset; (3) the growth profile is now lower than
we expected; and (4) valuation upside has been eroded
through significant dilution from the large equity raising,
further impairments and lower growth outlook.
CONCLUSION AND OUTLOOK
It has been pleasing to see Kingfish again perform
comparatively well in a tough environment.
We are optimistic that Kingfish’s companies are well
placed to benefit from an improving New Zealand
economy, but can continue to weather the storm longer
if necessary.
Our companies have begun the new financial year
with a different challenge. Trump's early actions as US
President have been a key backdrop to global share
market movements so far in the 2025 calendar year.
We got a taste of this in the March quarter with plenty
of share market volatility around the outlook for
selective tariffs, such as those flagged for Mexico and
Canada. There was also plenty of conjecture about
whether Trump’s Department Of Government Efficiency
(DOGE) austerity would act to slow the US and global
economies. Geopolitical tensions remained high given
his appetite to resolve conflict in Ukraine and Gaza, plus
a confrontational approach towards China and others.
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The extent of the 'Liberation Day' global tariff
announcement in early April came as a shock.
At face value the first order impact of the 10% tariffs
announced for New Zealand is quite limited within the
Kingfish portfolio. Primarily this may impact Fisher
& Paykel Healthcare and Delegat's sales from New
Zealand into the US, plus there is a likely impact on
Mainfreight's international freight forwarding business
(to the extent global trade flows are disrupted).
However, at the time of writing, there is still much
uncertainty about what the final arrangements may
be, and the impact on the global economy. As such the
impact on share prices has been wider than just the
companies that are directly impacted by tariffs.
It is impossible to accurately predict these global
macroeconomic events. Instead, we focus on
positioning the Kingfish portfolio well for an uncertain
future, which means backing companies that we believe
are resilient and have strong long-term prospects.
We have confidence in Kingfish’s portfolio companies
and their management teams to navigate these stormy
seas, as they did during the COVID pandemic, and as
they have been doing through some difficult years for
New Zealand.
It is also worth remembering that these shocks can also
provide opportunities for Kingfish to dynamically re-size
positions as our assessment of the reward-to-risk ratio
changes with the gyrations.
Matt Peek / Portfolio Manager
Fisher Funds Management Limited
23 June 2025
PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2025
Listed Companies% Holding
Auckland International Airport8.3%
Contact Energy4.0%
Delegat Group1.1%
EBOS Group7.9 %
Fisher & Paykel Healthcare17. 8 %
Freightways3.8%
Infratil13.6%
Mainfreight9.6%
Mercury3.0%
Meridian Energy3.2%
Port of Tauranga3.4%
Summerset Group8.9%
The a2 Milk Company 3.0%
Vista Group7.7 %
Vulcan Steel1.2%
Equity Total96.5%
New Zealand dollar cash3.5%
TOTAL100.0%
The information in the Directors’ Overview and in this Manager’s Report (including all text, data and charts) has been prepared
as at late May 2025. The information has been prepared as a general summary of the matters covered only, and it is by necessity
brief. The information and opinions are based upon sources which are believed to be reliable, but Kingfish Limited and its officers
and directors make no representation as to its accuracy or completeness. The report is not intended to constitute professional
or investment advice and should not be relied upon in making any investment decisions. Professional financial advice from a
financial adviser should be taken before making an investment. To the extent that the report contains data relating to the historical
performance of Kingfish Limited or its portfolio companies, please note that fund performance can and will vary and that future
results may have no correlation with results historically achieved.
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STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company
a market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TRACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company
been able to grow its earnings in
the past? How consistent has
earnings growth been? Fisher
Funds prefer to buy companies
that exhibit secular growth
characteristics where they have
the proven ability to provide a high
or improving return on invested
capital.
THE STEEPP PROCESS
Fisher Funds employs an investment analysis model that it calls the STEEPP process to analyse
existing and potential portfolio companies. This analysis gives each company a score against a
number of criteria that Fisher Funds believes need to be present in a successful portfolio company.
All companies are then ranked according to their STEEPP score to broadly determine their portfolio
weighting (or indeed whether they make the grade to be a portfolio company in the first place).
The STEEPP criteria are as follows:
S
T
E
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EARNINGS GROWTH
FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is the
probability of achieving the
forecast? What does Fisher Funds
expect the company’s earnings
potential to be? Fisher Funds
notices that too many analysts
focus on short-term earnings. As
long-term growth investors, Fisher
Funds thinks about where the
company’s earnings could be in
three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company, and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan for
the key executive roles? Do the
management team own shares
in the business and how are
they rewarded? Has the board
and management exhibited
good corporate behaviour in the
areas of environmental, social
and governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATIO N
How much of the future earnings
growth is already reflected in
the share price? Where does the
current share price sit in relation
to Fisher Funds worst to best case
valuation range? A company will
generate a higher score where the
market price currently reflects little
of that company’s upside potential.
E
P
P
Applying this STEEPP analysis, Fisher Funds constructed a portfolio for
Kingfish which comprised 15 securities at the end of March 2025.
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Total share return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH PORTFOLIO COMPANIES
The following is a brief introduction
to each of your portfolio companies,
with a description of why Fisher
Funds believes they deserve a
position in the Kingfish portfolio.
Total share return is for the year to
31 March 2025 and is based on
the closing price for each company
plus any dividends received
(excluding imputation credits).
For companies that are new to the
portfolio in the year, total share
return is from the first purchase date
to 31 March 2025.
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WHAT DOES IT DO?
Auckland International Airport
(AIA) owns and operates New
Zealand’s major gateway as well as
1500 hectares of land surrounding
the airport. AIA operates under
a ‘dual till’ regulatory regime,
meaning that the company’s
aeronautical operations are subject
to light-handed regulation, whereas
the other non-aeronautical
operations are unregulated. Most
of AIA’s revenue is derived from
non-aeronautical operations,
such as retail, parking, hotel
accommodation and property
rental.
WHY DO WE OWN IT?
AIA is well-positioned to benefit
from New Zealand’s positive long-
term tourism outlook. AIA has
a robust aeronautical business,
supported by a dominant share of
long-haul international traffic and
refreshed terminal infrastructure.
This is paired with a duty free and
retail business which has a very
attractive return on capital, and
a property landbank which will
support earnings growth for many
years to come.
WHAT DOES IT DO?
Contact Energy is a large electricity
generator, producing approximately
20-25% of New Zealand’s
electricity in an average year. The
vast majority of its electricity
is from hydro and geothermal
resources.
WHY DO WE OWN IT?
Contact Energy has a balanced
portfolio of quality renewable
generation assets across both
islands, and this is matched by
demand from a strong electricity
retailing business plus commercial
and industrial customers. Its
established business provides
solid cash flows which underpin
an attractive level of dividends.
Contact has an attractive pipeline
of generation projects from a
variety of renewable sources
including geothermal in the near
term, plus wind and solar longer
term.
-1
%
+11
%
Total Share ReturnTotal Share Return
-31
%
Total Share Return
WHAT DOES IT DO?
Delegat Group produces and
distributes super-premium wine
internationally under the Oyster
Bay and Barossa Valley Estate
brands. Oyster Bay is a leading
New Zealand wine brand in the UK,
Australia, Canada and the US.
WHY DO WE OWN IT?
Delegat has invested for continued
growth by expanding its winery
capacity and increasing vineyard
plantings to meet its goals for
growth in case sales towards
five million cases. A large part of
the growth is likely to be driven
by the US market, which remains
relatively immature in penetration
of the sauvignon blanc and pinot
gris varietals.
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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?
Fisher & Paykel Healthcare is a
leading designer, manufacturer
and distributor of innovative
medical devices for patients who
require acute respiratory and
obstructive sleep apnoea care.
Over 95% of its products are
sold outside New Zealand from
dedicated manufacturing facilities
in Auckland and Mexico.
WHY DO WE OWN IT?
We are attracted to the demand
for Fisher & Paykel Healthcare’s
innovative care products as the
worldwide population ages and the
incidence of chronic respiratory
illness and other health issues
rises. Through its own research
and development, Fisher & Paykel
Healthcare has continued to
develop products that significantly
expand its potential patient base,
while maintaining high returns on
invested capital.
+32
%
Total Share Return
WHAT DOES IT DO?
Freightways operates a range
of nationwide express delivery
operations in New Zealand with
brands including NZ Couriers, Post
Haste and Big Chill, as well as Allied
Express in Australia. The company
has also developed ancillary
businesses on both sides of the
Tasman encompassing document
storage, data services, secure
destruction and waste renewal.
WHY DO WE OWN IT?
Freightways is one of two dominant
players in the New Zealand
courier market and its information
management business has a trans-
Tasman footprint. The company
has a track record of stable
organic growth and value-accretive
acquisitions that leverage off its
existing infrastructure.
+23
%
Total Share Return
+15
%
Total Share Return
WHAT DOES IT DO?
EBOS is Australasia’s largest
diversified pharmaceutical and
medical care products group,
focusing primarily on wholesale
logistics and distribution of
pharmaceuticals, medical devices
and other products. The company
typically has a leading market
position in each market segment
it operates in. EBOS also operates
in the animal care sector as a
veterinary wholesaler, distributor
and retailer of animal healthcare
products, pet accessories and
premium foods across Australasia.
WHY DO WE OWN IT?
EBOS’ scale and market position
mean that it is a low-cost operator,
which it complements with a
leading service proposition which
has allowed it to take market
share over time. The sector
has a tailwind from the ageing
population demographic and
the increasing prevalence of
chronic diseases. It has a strong
track record of supplementing
the growth in its core operations
with moves into higher growth
adjacencies and successful
acquisitions.
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WHAT DOES IT DO?
Infratil invests in 'ideas that
matter', with a portfolio of
infrastructure investments
focused on key long-term
structural thematics such as
digital connectivity and the
transition to renewable energy.
It is externally managed by an
experienced management team in
Morrison, which has deep global
expertise in global infrastructure
markets.
WHY DO WE OWN IT?
Infratil has a high-quality portfolio
of growth infrastructure assets
coupled with a strong record of
delivering returns to shareholders.
This has been delivered via smart
capital allocation to 'core' and
'growth' opportunities, balanced by
realising asset value at opportune
times.
-3
%
Total Share Return
WHAT DOES IT DO?
Mainfreight is a global supply chain
logistics company. Its services
primarily span domestic transport,
managed warehousing, and
international air and sea freight.
Its operations span New Zealand,
Australia, the Americas, Europe
and Asia.
WHY DO WE OWN IT?
Mainfreight is a well-run company
with a special culture that has
delivered strong performance
over time. It has strong positions
in New Zealand and Australia and
continues to open new trade lanes
as it spreads its logistics footprint
ever wider. Growth should come
organically as it takes market share
and works further towards its 100-
year vision of becoming a leading
global logistics provider.
-9
%
Total Share Return
WHAT DOES IT DO?
Mercury is one of the five
key New Zealand electricity
generator-retailers (‘gentailers’).
Mercury’s core economic 'moat'
is its irreplaceable low-cost
hydro assets, with nine power
plants on the Waikato River.
Mercury also has a significant
proportion of wind generation
versus other gentailers and a
modest amount of geothermal,
which nicely balance its
generation portfolio.
WHY DO WE OWN IT?
Mercury’s hydro system on the
Waikato River (including some
storage) provides a differentiated
generation profile to other
gentailers and realises higher
pricing due to its proximity to
higher-priced and growing upper
North Island power demand.
It also has a strong wind farm
development pipeline and the
possibility to expand geothermal
generation, which leaves it well
placed for profitable growth.
-5
%
Total Share Return
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KINGFISH PORTFOLIO STOCKS CONTINUED
+26
%
Total Share Return
-2
%
Total Share Return
+1
%
Total Share Return
WHAT DOES IT DO?
Port of Tauranga is the natural
gateway to and from international
markets for many of New
Zealand’s major businesses. It is
close to many important exporters
in the forestry, dairy, meat and fruit
industries. Its investment in port
facilities in Timaru and an inland
port near Christchurch opens up
the South Island for exports to be
hubbed out of Tauranga.
WHY DO WE OWN IT?
Port of Tauranga is New Zealand's
premier port, dominating
exports and a strong presence
in imports. The company has a
long track record as the most
efficient container port in New
Zealand, while its bulk business
is supported by proximity to key
cargo such as Central North
Island forests. Future growth
will be supported by capacity
extension and increasing share
of out of region cargo (via
transshipment and a new inland
port at Ruakura in the Waikato).
WHAT DOES IT DO?
Summerset is an integrated
retirement village builder, owner
and operator. The company has
retirement villages spread around
New Zealand and is a leading
developer of retirement villages
in New Zealand with a significant
land bank. Summerset has entered
Australia and is in the process of
building out a portfolio of villages
from its land bank there too.
WHY DO WE OWN IT?
Summerset successfully operates a
continuum of care model with aged
care integrated into its villages.
It has developed a strong and
consistent track record of growth
in its build rate and earnings, with
a geographically diverse approach
and focus on broadacre sites
that promote the timely recycling
of capital into new villages.
Summerset is well placed to meet
the growing needs of ageing
populations in both New Zealand
and Australia, where it has an
emerging pipeline.
WHAT DOES IT DO?
Meridian Energy is New
Zealand’s largest electricity
generator, producing
approximately 30% of the
country’s electricity in an
average year, sourced 100%
from renewable hydro and
wind resources. The company
also has a retail business in
New Zealand, operating under
the Meridian and Powershop
brands.
WHY DO WE OWN IT?
Meridian is a well-run company,
with a portfolio of long-dated,
quality hydro and wind generation
assets which give it the
advantage of being amongst the
lowest cost marginal electricity
producers.
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+30
%
Total Share Return
+89
%
-2
%
Total Share ReturnTotal Share Return
WHAT DOES IT DO?
Vista Group is an innovative
software company primarily
providing operating solutions
to cinema exhibitors. It has
the leading worldwide market
share with clients in around
100 countries. Its integrated
software systems allow cinema
exhibitors to run wide-ranging
functions such as ticketing, food
and beverage sales, staff and
film scheduling, loyalty schemes,
digital signage as well as external
customer interfaces like websites,
mobile apps and call centres.
Vista Group also has a range
of smaller group businesses
that leverage its depth of data
and cinema industry intellectual
property.
WHY DO WE OWN IT?
We are attracted to Vista’s
core business which provides
sophisticated specialist software
to cinema operators of all sizes
and software and data products
to movie studios. We believe that
this business still has many years
of growth ahead of it as it benefits
from migrating customers to
its next generation cloud-based
offering.
WHAT DOES IT DO?
Vulcan Steel is the leading steel
and aluminium distributor and
value-add processing player in
New Zealand and Australia. Its
business model involves providing
industry-leading customer
service, for which it commands a
premium.
WHY DO WE OWN IT?
Vulcan has grown to command
the leading position in the New
Zealand steel and aluminium
distribution markets. In Australia,
there is ample runway to take
market share in the fragmented
Australian market from a very low
base using its proven strategy. It
is an impressive business in an
unexciting industry.
WHAT DOES IT DO?
The a2 Milk Company sells ‘a2’-
branded fresh milk and infant milk
formula internationally. As the name
suggests, its products contain only
A2 beta-casein protein, on the basis
that it is more comfortably digested
than normal milk (which contains
a mix of both A1 and A2 proteins).
In recent years, the company has
grown sales and market share
rapidly in Australia and China and
is currently also focused on its
growing business in the US.
WHY DO WE OWN IT?
The a2 Milk Company has growing
share of the lucrative Chinese infant
formula market. We expect its
market share to continue growing
across a range of market segments.
In addition, there is potential for
further upside from new products
and geographies.
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Andy Coupe LLB, CFInstD
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
Andy Coupe is a professional company director with
a wide range of governance experience. Prior to that,
he held senior roles in investment banking, with a
particular focus on equity capital markets. Andy is Chair
of Barramundi and Marlin Global, and is also a director
of Briscoe Group. Andy was formerly Chair of Television
New Zealand, Farmright, Solid Energy New Zealand
and the New Zealand Takeovers Panel. Andy’s principal
place of residence is Hamilton.
Andy was first appointed to the Kingfish board on 1
March 2013.
Fiona Oliver LLB, BA, CFInstD
Independent Director
Fiona Oliver is an experienced director, with governance
roles across a range of business sectors, including
infrastructure (renewable energy, natural gas), technology,
retirement villages, professional and financial services
and sport. She is a director of Barramundi and Marlin
Global. Fiona is also a director of Gentrack Group Limited,
Clarus Group, Freightways Limited, Summerset Holdings
Limited, Wynyard Group Limited (in liquidation) and a
board member of the Guardians of the New Zealand
Superannuation Fund. Fiona’s Executive roles included
Chief Operating Officer of Westpac NZ’s investment arm,
BT Funds Management and General Manager of AMP
NZ’s Wealth Management division. In Sydney and London,
Fiona managed the Risk and Operations function for
AMP’s private capital division. Prior to this, Fiona was a
senior corporate and commercial solicitor in New Zealand
and overseas, specialising in mergers and acquisitions.
Fiona is a Chartered Fellow of the Institute of Directors
and a member of Global Women. Fiona was awarded
the Beacon Award by the New Zealand Shareholders
Association. Fiona’s principal place of residence is
Auckland.
Fiona was first appointed to the Kingfish board on 1 June
2022.
Carol Campbell BCom, FCA, CFInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
Committees of Barramundi and Marlin Global, and
Chair of the Audit and Risk Committee of Kingfish.
Carol also holds a number of directorships across a
broad spectrum of companies, including T&G Global,
Chubb Insurance New Zealand and NZME, where she
is also the Chair of the Audit and Risk Committees.
Carol was previously a Director of New Zealand Post,
being also Chair of the Audit and Risk Committee for
eight years and Chair for three years. Carol is a fellow
of both Chartered Accountants Australia and New
Zealand and the Institute of Directors and is a member
of the Disciplinary Tribunal of New Zealand Institute of
Chartered Accountants.
Carol had her own chartered accountancy practice for
11 years after a successful career as a partner at EY
for over 25 years. Carol’s principal place of residence is
Auckland.
Carol was first appointed to the Kingfish board on 5
June 2012.
David McClatchy BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has had extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director
of Barramundi, Marlin Global, and on the Board of
Guardians of NZ Superannuation. Before returning to
New Zealand in 2019, David was Group Chief Investment
Officer for Insurance Australia Group and Director and
Head of IAG Asset Management. Prior to this, David had
a 16-year career with ING as Chief Executive and Chair
of ING Investment Management in Australia and Chief
Investment Officer and Director of ING New Zealand.
David’s principal place of residence is Tauranga.
David was first appointed to the Kingfish board on
1 July 2021.
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.
BOARD OF DIRECTORS
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ANNUAL REPORT
2025
FOR THE YEAR ENDED 31 MARCH 2025 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE
STATEMENT
Kingfish’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature of
Kingfish’s operations as an investment entity limited in
its activities to holding shares in other listed companies.
Strong corporate governance practices encourage
the creation of value for Kingfish shareholders, while
ensuring the highest standards of ethical conduct
and providing accountability and control systems
commensurate with the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
framework and is committed to fulfilling this role in
accordance with best practice, having appropriate regard
to applicable laws, the NZX Corporate Governance Code
(“NZX Code”) and the Financial Markets Authority's
Corporate Governance in New Zealand - Principles and
Guidelines. The board oversees the management of
Kingfish, with the day-to-day portfolio and administrative
management responsibilities of Kingfish being delegated
to Fisher Funds Management Limited (“Fisher Funds” or
“the Manager”).
The Company's corporate governance policies and
procedures and board and committee charters are
regularly reviewed by the board against the corporate
governance standards recommended by NZX Limited
(“NZX”) and to reflect any changes required by NZX
listing rules, applicable laws, guidance from other
relevant regulators and developments in corporate
governance practices.
REPORTING AGAINST THE NZX CODE
This Corporate Governance Statement reports against
the amended NZX Code which came into effect on 1
April 2025
1
. It is current as at the date of this Annual
Report and has been approved by the board.
Over the financial year ended 31 March 2025,
Kingfish was in compliance with the NZX Code,
with the exception of recommendations 4.3, 5.2 and
5.3. The Company is not in compliance with those
recommendations due to the specific nature of the
Company's business model, as outlined above. In
particular:
» in relation to recommendation 4.3, Kingfish does not
have a formal environmental, social and governance
(ESG) framework. However, the Manager has a
formal ESG framework which governs its stock
selection, which the board is fully supportive of and
committed to;
» In relation to recommendation 5.2, Kingfish does
not have a remuneration policy for executives as
Kingfish delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement and does not
have its own employees or executives; and
»in relation to recommendation 5.3, there is no
Chief Executive Officer remuneration disclosure
as Kingfish delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement and does not
have its own Chief Executive Officer.
These matters are explained below in the commentary
regarding the relevant NZX Code principles. The
alternative governance practices adopted by Kingfish in
respect of those matters (also described below) have the
approval of the board.
WHERE TO FIND CORPORATE GOVERNANCE
MATERIALS ON KINGFISH’S WEBSITE
Kingfish's constitution and each of the Company's
charters, codes and policies referred to in this section
are available on the Kingfish website (kingfish.co.nz)
under the “About Kingfish” and “Policies” sections.
Principle 1 – Ethical standards
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards being
followed throughout the organisation.
CODE OF ETHICS & STANDARDS OF
PROFESSIONAL CONDUCT
Kingfish’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Kingfish
matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas including: standards of
ethical behaviour, conflicts of interest, proper use of
Company information and assets, compliance with laws
and policies, reporting concerns and receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards of
Professional Conduct is required to report it immediately
in accordance with the procedure set out in the Code of
Ethics & Standards of Professional Conduct.
1
Since Kingfish’s last annual report, the NZX Code was amended with effect from 1 January 2025 and 1 April 2025. Issuers (such
as Kingfish) with a 31 March balance date will be required to report on the 1 April 2025 amendments in their annual report for
the financial year ended 31 March 2026. However, Kingfish has complied with those amendments in this Corporate Governance
Statement.
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ANNUAL REPORT
2025
Compliance with the Code of Ethics & Standards of
Professional Conduct is monitored through education
and notification by individuals who become aware of any
breach.
Training on the requirements of the Code of Ethics &
Standards of Professional Conduct is included as part of
the induction process for new directors and relevant new
employees of the Manager.
The Code of Ethics & Standards of Professional Conduct
is available on Kingfish's website for directors of the
Company and employees of the Manager to access at
any time.
SECURITIES TRADING POLICY
Kingfish’s Securities Trading Policy details the restrictions
on persons nominated by Kingfish (including its directors
and employees of the Manager who work on Kingfish
matters) (“Nominated Persons”) relating to their trading in
Kingfish shares and other securities.
Nominated Persons, with the permission of the board
of Kingfish, may trade in Kingfish shares only during the
trading window commencing immediately after Kingfish’s
weekly disclosure of its net asset value on NZX’s market
announcement platform and ending at the close of
trading two days following the net asset value disclosure.
Nominated Persons may not trade in Kingfish shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Kingfish's
website.
Principle 2 – Board composition and performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
BOARD CHARTER
Kingfish’s board operates under a written charter which
defines the respective functions and responsibilities
of the board, focusing on the values, principles and
practices that provide the Company's corporate
governance framework.
The board has overall responsibility for all decision
making within Kingfish. The board is responsible for
the direction and control of Kingfish and is accountable
to shareholders and others for Kingfish’s performance
and its compliance with applicable laws and standards.
The board has delegated the day-to-day portfolio and
administrative management responsibilities relating
to Kingfish to the Manager. The responsibilities of
the Manager are clear as they are described in the
Management Agreement and Administration Services
Agreement with Kingfish.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is
CORPORATE GOVERNANCE STATEMENT CONTINUED
assisted in meeting its responsibilities by receiving
regular reports and plans from the Manager and through
its annual work programme.
Directors have access to key employees of the Manager
who are connected to the activities of Kingfish and can
request any information they consider necessary for
informed decision making.
Individual directors may (with the prior approval of the
Chair) engage and consult with independent external
professional advisors from time to time, with any costs
being met by the Company.
The Kingfish Board Charter is available on Kingfish's
website.
NOMINATION AND APPOINTMENT OF
DIRECTORS
In accordance with Kingfish’s constitution and NZX
Listing Rules, a director must not hold office without
re-election past the third annual shareholders’ meeting
following his or her appointment or three years
(whichever is the longer). A director appointed by the
board must not hold office (without re-election) past the
next annual shareholders’ meeting following his or her
appointment.
Procedures for the nomination, appointment and removal
of directors are contained in Kingfish’s constitution and
the Board Charter. The Remuneration and Nominations
Committee of the board is responsible for identifying and
nominating candidates to fill director vacancies for board
approval. The board uses a skills matrix to help ensure
the correct mix of skills is achieved when considering
appropriate appointments for the board.
WRITTEN AGREEMENT
Kingfish provides a letter of appointment to each
newly appointed director setting out the terms of their
appointment which they are required to sign. The letter
includes information regarding the board’s responsibilities,
expectations of directors and independence, expected time
commitments, indemnity and insurance arrangements,
obligations to declare relevant conflicting interests, and
confidentiality. New directors are required to formally
consent to act as a director.
DIRECTOR INFORMATION
The current board comprises four directors with
diverse backgrounds, skills, knowledge, experience and
perspectives. Information about each Kingfish director,
including a profile of their experience, length of service,
the board’s assessment of their independence, and
attendance at board meetings and committee meetings
held during the financial year ended 31 March 2025 is
available on pages 26 and 31 of this Annual Report and
also on Kingfish's website.
Information in respect of each director's ownership
interests in Kingfish shares is available on page 60 of this
Annual Report.
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ANNUAL REPORT
2025
INDEPENDENCE
The board takes into account guidance provided under
the NZX Listing Rules including the factors specified
in the NZX Code in determining the independence
of directors. Director independence is considered
by the board annually having regard to all relevant
factors, including the directors’ interests, position and
relationships, without regard to the Company’s conflict
management arrangements. Directors have undertaken
to inform the board as soon as practicable if they think
their status as an independent director has or may have
changed.
As at 31 March 2025, the board considered that each of
Andy Coupe (Chair), Carol Campbell, David McClatchy
and Fiona Oliver are independent directors and therefore
the board had determined that all of the current
directors are independent directors.
DIVERSITY AND INCLUSION
Kingfish has a formal Diversity and Inclusion Policy
applicable to the Company's directors. The board
recognises that having a diverse and inclusive board
will enhance effectiveness in key areas and that
membership of the board is best served by having a mix
of individuals with appropriate expertise and a breadth
of experience, who are each encouraged to regularly
contribute their views. These objectives are recognised
in the Diversity and Inclusion Policy.
All appointments to the board are based on merit and
include consideration of the board’s diversity. The
measurable diversity objective adopted by the board is
to embed gender diversity as an active consideration
in all succession planning for board positions. The
board assesses annually both the objective set out in
the Diversity and Inclusion Policy and the Company's
progress in achieving that objective.
The board’s gender composition as at the two most
recent annual balance dates was as follows:
NumberProportion
31 March 2025FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
31 March 2024FemaleMaleFemaleMale
Directors2250%50%
The Remuneration and Nominations Committee’s
annual assessment of the board’s diversity and
progress on achieving the diversity objectives of the
board concluded that the board had met the diversity
objectives set out in the Diversity and Inclusion Policy.
The Diversity and Inclusion Policy is available on
Kingfish's website.
BOARD SKILLS MATRIX
The board skills matrix sets out the key skills, expertise
and qualities that the board believes are necessary now
and into the future, taking into account the nature of
Kingfish’s operations. The skills matrix shown below
demonstrates the current alignment between the
board’s desired and actual range of skills and expertise.
Andy
Coupe
Carol
Campbell
David
McClatchy
Fiona
Oliver
QualificationsLLB;
CFInstD
BCom;
FCA;
CFInstD
BComLLB;
BA;
CFInstD
Capability
Investment
management
◊◊O◊
Listed
company
governance
OO◊O
Capital
markets/
capital
structure
O◊OO
Audit and
accounting
◊O◊O
Risk
management
experience
OOOO
Environment
and corporate
social
responsibity
◊OO◊
Investor
and other
stakeholder
relations
O◊◊◊
Geographical
location
HamiltonAucklandTaurangaAuckland
Te n u r e
(years)
12 .013.04.03.0
GenderMFMF
O = High capability
= Medium capability
The board has limited High Capability to a maximum of
four for each director.
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ANNUAL REPORT
2025
Set out below is a description of the capabilities
adopted by the board in its skills matrix.
Investment
management
Experience in the investment
management industry in governance,
leadership, or equity portfolio
management roles in other than
Kingfish Limited, Barramundi Limited
or Marlin Global Limited.
Listed
company
governance
Listed company governance
experience other than in Kingfish
Limited, Barramundi Limited or Marlin
Global Limited.
Capital
markets/capital
structures
Experience in capital markets
and strong knowledge of capital
management instruments.
Audit and
accounting
Audit or accounting experience in a
professional advisory firm or Audit
and Risk committee experience other
than in Kingfish Limited, Barramundi
Limited or Marlin Global Limited.
Risk
management
Experience in identification and
mitigation of financial and non-
financial risk.
Environmental
and corporate
social
responsibility
Experience in assessing or overseeing
environmental, social, and governance
initiatives, and specifically knowledge
of the implications for and application
of climate related disclosures
obligations on listed companies.
Investor
and other
stakeholder
relations
Experience in formal and informal
communications with shareholders
and other stakeholders.
DIRECTOR TRAINING
All directors are responsible for ensuring they remain
current in understanding how best to perform their duties
as directors. To ensure ongoing education, directors
are regularly informed of developments that affect the
Company’s industry and business environment.
ASSESSMENT OF BOARD AND DIRECTOR
PERFORMANCE
The Remuneration and Nominations Committee
conducts a formal review of director, committee
and board performance annually, except that every
three years the review is carried out by an external
party. Appropriate strategies for improvement are
recommended to the board as and when required. The
Chair of the board also has discussions with directors
on individual performance as considered appropriate.
INDEPENDENT CHAIR AND SEPARATION OF THE
CHAIR AND CHIEF EXECUTIVE OFFICER
The current Chair of the board is an independent
director. Kingfish does not have a Chief Executive Officer
as it delegates its management personnel requirements
to the Manager pursuant to an Administration Services
Agreement. The Chair of the board is not a director,
officer or employee of the Manager.
INDEPENDENT DIRECTORS
The board has determined that all four current
directors are independent. In reaching that
determination the board considered the particular
matters in table 2.4 of the NZX Code noted below.
»None of the directors are or have previously
been employed in an executive role by either the
Company or the Manager.
»None of the directors have derived any revenue
(other than director fees) from either the Company
or the Manager.
» None of the directors provide, or have previously
provided professional services to or been in a
business or contractual relationship (other than as a
director) with the Company or the Manager.
» None of the directors are, or have previously been
employed by the external auditor to the Company or
the Manager.
»None of the directors hold a material shareholding
or warrant holding in the Company or the Manager
(or are or have been senior managers of or persons
associated with, a substantial shareholder or
warrant holders of the Company).
» None of the directors have close family ties or
personal relationships with anyone in the categories
listed above.
The factors specified in table 2.4 of the NZX Code also
include whether a director has held their position for
a period of 12 years or more. As two of the directors
of the Company have been directors for more than 12
years
2
, the Board has carefully considered the effect
of the tenure of those directors when considering their
independence.
David McClatchy and Fiona Oliver have been directors
of Kingfish for four and three years respectively.
Andy Coupe has been a Kingfish director for just
over 12 years, having joined the Kingfish board on
1 March 2013, but notwithstanding that, in view of
the other factors referred to above, the board has
determined that Andy is an independent director. The
board’s view is that Andy’s length of service brings
important knowledge and skills to the board and he is
independent from the Manager. He has also during his
time as a director demonstrated a strong commitment
to bringing an independent judgment to bear on
issues before the board, acting in the best interests
of the Company, and representing the interests of
shareholders generally.
Carol Campbell has been a Kingfish director for just
over 13 years, having joined the Kingfish board on
5 June 2012, but notwithstanding that, in view of
the other factors referred to above, the board has
determined that Carol is an independent director. The
CORPORATE GOVERNANCE STATEMENT CONTINUED
2
A period of 12 years is referred to here as it is the length of service referred to in the NZX Code which may cause a board to
determine that a director is not independent.
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ANNUAL REPORT
2025
board’s view is that Carol’s length of service brings
important knowledge and skills to the board and she is
independent from the Manager. She has also during her
time as a director demonstrated a strong commitment
to bringing an independent judgment to bear on
issues before the board, acting in the best interests
of the Company, and representing the interests of
shareholders generally.
Principle 3 – Board committees
The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
The board has three standing committees: the Audit and
Risk Committee, the Remuneration and Nominations
Committee and the Investment Committee.
Each committee operates under a charter approved by
the board. The charter of each committee is reviewed
annually.
DIRECTOR, BOARD AND COMMITTEE MEETING
ATTENDANCE
A total of eight board meetings, two Audit and
Risk Committee meetings, one Remuneration and
Nominations Committee meeting, and two Investment
Committee meetings were held in the financial year
ended 31 March 2025. Director attendance at board
meetings and committee meetings is shown below.
DirectorBoard
Audit and
Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
8/82/21/12/2
Andy
Coupe
8/82/21/12/2
David
McClatchy
8/82/21/12/2
Fiona
Oliver
8/82/21/12/2
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling its
responsibilities in relation to the Company’s financial
reporting, internal controls structure, risk management
systems and the external audit function. The Audit and
Risk Committee Charter is available on Kingfish's website.
The Audit and Risk Committee focuses on audit and risk
management and specifically addresses responsibilities
relative to financial reporting and regulatory compliance.
The Audit and Risk Committee is accountable for ensuring
the performance and independence of the Company's
external auditor, including that the external auditor or lead
audit partner is changed at least every five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as external auditor.
The external auditor has a clear line of direct
communication at any time with either the Chair of the
Audit and Risk Committee or the Chair of the board, both
of whom are independent directors. During the financial
year ended 31 March 2025, the Audit and Risk Committee
held private sessions with the external auditor.
The Audit and Risk Committee currently comprises all of
the directors, each of whom are non-executive and are
also considered to be independent. The board considers
that one member of the committee has an adequate
accounting and finance background based on the NZX’s
Governance Guidance Note. The committee is chaired by
Carol Campbell.
The Audit and Risk Committee may invite the Corporate
Manager and/or other employees of the Manager and
such other persons, including the external auditor, to
attend meetings as it considers necessary to provide
appropriate information and explanations.
REMUNERATION AND NOMINATIONS
COMMITTEE
The Remuneration and Nominations Committee
Charter sets out the objectives of the Remuneration
and Nominations Committee, which are to set and
review the level of directors’ remuneration, ensure a
formal, rigorous, and transparent procedure for the
appointment of new directors to the board, and evaluate
the balance of skills, knowledge, and experience on the
board. The Remuneration and Nominations Committee
also assesses the performance of individual directors,
the board, and board committees.
The Remuneration and Nominations Committee
currently comprises all of the directors, each of whom
are considered to be independent. Andy Coupe is Chair
of the Remuneration and Nominations Committee.
The board does not consider it necessary to have a
separate nomination committee given that all directors
are members of the Remuneration and Nominations
Committee. It is considered more efficient to combine
the functions of remuneration and nomination
committees into a single committee of the Company.
The Remuneration and Nominations Committee may
invite the Corporate Manager and/or other employees
of the Manager and such other persons, including the
external auditor, to attend meetings as it considers
necessary to provide appropriate information and
explanations.
The Remuneration and Nominations Committee Charter
is available on Kingfish's website.
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ANNUAL REPORT
2025
INVESTMENT COMMITTEE
The Investment Committee Charter sets out the
objectives of the Investment Committee, which are
to oversee the investment management of Kingfish
to ensure the portfolio is managed in accordance
with the investment mandate and with the long-term
performance objectives of Kingfish. The Investment
Committee Charter is available on Kingfish's website.
The Investment Committee currently comprises
all of the directors, each of whom are considered
to be independent. David McClatchy is Chair of the
Investment Committee.
CONTROL TRANSACTION RESPONSE PROTOCOL
The board has adopted a formal Control Transaction
Response Protocol (previously the Takeover Response
Protocol) as an internal framework that sets out the
process to be followed if there is a control transaction,
such as a takeover or scheme of arrangement for
Kingfish.
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.
CONTINUOUS DISCLOSURE
Kingfish is committed to promoting investor
confidence by providing complete and equal access
to information in accordance with the NZX Listing
Rules. Kingfish has a Continuous Disclosure Policy
designed to ensure this occurs and a copy of the
policy is available on Kingfish's website. The Corporate
Manager is responsible for overseeing and co-
ordinating required disclosures to the market.
CHARTERS AND POLICIES
Kingfish’s key corporate governance documents,
including its Code of Ethics & Standards of
Professional Conduct, board and committee charters,
and other policies, are available on Kingfish's website
under the “About Kingfish” and “Policies” sections.
FINANCIAL REPORTING
Kingfish believes its financial reporting is balanced,
clear, and objective. Kingfish is committed to
ensuring integrity and timeliness in its financial and
non-financial reporting and ensuring the market and
shareholders are provided with an objective view on
the performance of the Company.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness, and timeliness of financial
statements. The Audit and Risk Committee reviews
half-yearly and annual financial statements and
makes recommendations to the board concerning
accounting policies, areas of judgement, compliance
with accounting standards, stock exchange, and legal
requirements, and the results of the external audit.
ESG FRAMEWORK
The NZX Code recommends that an issuer provide
non-financial disclosure at least annually, including
considering environmental, social sustainability, and
governance factors and practices. As at 31 March 2025,
Kingfish did not have a formal environmental, social,
and governance (ESG) framework. Kingfish considers
that, given the nature of its activities (as an investment
company solely investing in shares of other listed
companies), it is not appropriate to maintain an ESG
framework independent to that of the Manager. Kingfish
will continue to assess the relevance of adopting an ESG
framework. However, the Manager has a formal ESG
framework which governs its stock research, selection,
and reporting, which the Kingfish board is fully supportive
of and committed to. Details of the Manager’s ESG
framework can be found on the Manager’s website at
fisherfunds.co.nz/responsible-investing.
CLIMATE RELATED DISCLOSURES
As a climate reporting entity, Kingfish is required,
to produce an annual climate statement within four
months after its balance date that identifies and
reports on matters concerning the impact of climate
change on the Company’s businesses and disclose
greenhouse gas emissions.
The New Zealand External Reporting Board (XRB)
has developed the Aotearoa New Zealand Climate
Standards, which set out the disclosure requirements
applicable to CREs for each of the four thematic areas
(Governance, Strategy, Risk Management, and Metrics
and Targets). Kingfish is committed to reporting on
a basis consistent with the standards to the extent
applicable to its business.
The Kingfish board has determined the appropriate
climate risk reporting for Kingfish, in accordance
with the Climate Standards and Kingfish will issue its
second annual climate statement by 31 July 2025. A
copy will be available on the Kingfish website.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair, and reasonable.
DIRECTORS’ REMUNERATION
The Company's Director Remuneration Policy sets
out the structure of the remuneration for directors,
the review process, and reporting requirements. The
Director Remuneration Policy is available on Kingfish's
website.
Directors’ fees are determined by the board on
the recommendation of the Remuneration and
Nominations Committee within the aggregate amount
approved by shareholders. The current directors’ fee
pool limit of $185,500 (plus GST if any) was approved
by shareholder resolution passed at the 2023 Annual
Shareholders’ Meeting. The director remuneration
information below reflects the increase in fees
approved by shareholders in 2023.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
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Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The
Remuneration and Nominations Committee considers
the skills, performance, experience, and level of
responsibility of directors when undertaking the review
and is authorised to obtain independent advice on
market conditions.
The table below sets out the remuneration received by
each director from Kingfish for the financial year ended
31 March 2025. No director received fees or payment
for any other services to the Company. No retirement
payments were made or agreed to be made to any
current or former director during the financial year
ended 31 March 2025.
Directors’ remuneration* for the 12 months ended
31 March 2025
Andy Coupe (Chair)$58,500
(1)
Carol Campbell$44,000
(2)
David McClatchy$44,000
(3)
Fiona Oliver$39,000
(4)
*excludes GST
(1)
$11,700 of this amount was applied to the purchase of 9,410
shares under the Kingfish Share Purchase Plan. (Andy Coupe
holds in excess of the 50,000 share threshold set out in the
Kingfish Share Purchase Plan but has elected to continue in
the plan and has elected to apply 20% of his director fees to
the purchase of Kingfish shares.)
(2)
Included in this total amount is $5,000 that Carol Campbell
received as Chair of the Audit and Risk Committee. $4,400
of this amount was applied to the purchase of 3,510 shares
under the Kingfish Share Purchase Plan. (Carol Campbell
holds in excess of the 50,000 share threshold set out in the
Kingfish Share Purchase Plan but has elected to continue in
the plan.)
(3)
Included in this total amount is $5,000 that David McClatchy
received as Chair of the Investment Committee. $4,400 of
this amount was applied to the purchase of 3,556 shares
under the Kingfish Share Purchase Plan.
(4)
$3,900 of this amount was applied to the purchase of 3,103
shares under the Kingfish Share Purchase Plan.
Details of remuneration paid to directors are also
disclosed in note 3 and note 10 to the audited financial
statements for the financial year ended 31 March 2025.
The directors’ fees disclosed in the audited financial
statements include a portion of non-recoverable GST
expensed by Kingfish.
DIRECTORS’ SHAREHOLDING - SHARE PURCHASE
PLAN
The Kingfish Share Purchase Plan was introduced by
the board in 2012 and requires each director to allocate
10% of their annual director’s fees to the purchase (on
market) of Kingfish shares. Once an individual director’s
shareholding reaches 50,000 shares, the director can
elect whether or not to continue in the plan. The intention
of the Share Purchase Plan is to further align the interests
of directors with those of Kingfish shareholders.
EXECUTIVE REMUNERATION
Kingfish delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Kingfish does not have a Chief Executive Officer and it
does not have a remuneration policy for executives. In
addition, the board does not consider it appropriate to
make disclosures about remuneration of the Manager’s
personnel or include those personnel in the application
of the Company's remuneration policies. Kingfish does
not set the remuneration policies applicable to the
Manager's personnel. The fees paid to Fisher Funds for
administration services are set by the Administration
Services Agreement and described in note 3 and note 10
to Kingfish’s audited financial statements for the financial
year ended 31 March 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.
RISK MANAGEMENT FRAMEWORK
The board has overall responsibility for Kingfish’s system
of risk management and internal control. Kingfish has
in place policies and procedures to identify areas of
significant business risk and implements procedures to
manage those risks effectively.
Key risk management tools used by Kingfish include the
Audit and Risk Committee function, outsourcing of certain
functions to service providers, internal controls, financial
and compliance reporting procedures and processes,
and business continuity planning. Kingfish also maintains
insurance policies that it considers adequate to meet its
insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence of
new risks to Kingfish’s business. The Audit and Risk
Committee and board receive regular reports on the
operation of risk management policies and procedures
from the Manager. As part of the robust risk assessment
process, significant risks are discussed at each board
meeting, and/or as required.
In addition to Kingfish’s policies and procedures in
place to manage business risks, the Manager has its
own comprehensive risk management policy. The
board is informed of any changes to the Manager's risk
management policies.
Kingfish provides shareholders and warrant holders with
regular communications covering the performance of
the Company and of the underlying stocks invested in by
the Company. These types of communications include
monthly updates, quarterly newsletters, and annual
reports. Numerous NZX announcements are also made,
including weekly and month-end NAV per share updates,
as well as interim and annual financial statements.
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ANNUAL REPORT
2025
HEALTH AND SAFETY
The Manager operates under a Health and Safety Policy.
Under this policy, Fisher Funds assumes responsibility
for the health and safety of its employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Kingfish’s Audit and Risk Committee makes
recommendations to the board on the appointment of the
external auditor. The Audit and Risk Committee monitors
the independence and effectiveness of the external
auditor and approves and reviews any non-audit services
performed by the external auditor. An External Auditor
Independence Policy, which documents the framework
of Kingfish’s relationship with its external auditor, was
adopted by the board in 2018. This policy includes
procedures:
a. to sustain communication with Kingfish’s external
auditor;
b. to ensure that the ability of the external auditor to
carry out its statutory audit role is not impaired, or
could reasonably be perceived to be impaired;
c. to address what, if any, services (whether by type
or level) other than its statutory audit roles may be
provided by the external auditor to Kingfish; and
d. to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided
by the external auditor to Kingfish other than in its
statutory audit role.
The Audit and Risk Committee meets with the external
auditor, without representatives of the Manager present,
to approve its terms of engagement, audit partner
rotation
3
(at least every five years), and the audit fee, as
well as to review and provide feedback in respect of the
annual audit plan.
Kingfish’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed by
shareholders at the 2008 annual meeting in accordance
with the provisions of the Companies Act 1993. PwC
is eligible to be automatically reappointed as auditor
under Part 11, Section 207T of the Companies Act at
the Annual Shareholders' Meeting, except in the limited
circumstances set out in the Act.
The Audit and Risk Committee has assessed PwC to be
independent and has received written confirmation of
this fact from PwC.
PwC, as external auditor of Kingfish’s 31 March 2025
audited annual financial statements, will attend this
year’s Annual Shareholders' Meeting and will be
available to answer questions about the conduct of
the audit, preparation and content of the auditor’s
report, accounting policies adopted by Kingfish, and its
independence in relation to the conduct of the audit.
Kingfish does not have an internal audit function;
however the Company regularly reviews all areas
of risk management and focuses on all operating
and compliance risk obligations as described above
in relation to Principle 6. Kingfish delegates day-
to-day portfolio and administrative management
responsibilities relating to Kingfish to the Manager, and
the Corporate Manager is responsible for managing
operational and compliance risks across Kingfish’s
business and reporting on those matters to the board.
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the issuer.
INFORMATION FOR SHAREHOLDERS
The board recognises the importance of providing
shareholders with comprehensive, timely, and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Kingfish’s
performance.
Kingfish’s website, kingfish.co.nz, provides information
to shareholders and investors about the Company.
Kingfish’s ‘Investor Centre’ part of its website contains
a range of information, including periodic and
continuous disclosures to NZX, annual reports, and
content related to the Annual Shareholders’ Meeting.
The website also contains information about Kingfish’s
directors, copies of key corporate governance
documents, and general company information.
The board recognises that other stakeholders may
have an interest in Kingfish’s activities. While there
are no specific stakeholder interests that are currently
identifiable, Kingfish will continue to review policies in
consideration of future interests.
COMMUNICATING WITH SHAREHOLDERS
Kingfish communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders from
time to time and has processes in place to ensure
shareholder communications are responded to within
a reasonable timeframe. The Company’s website
sets out Kingfish’s appropriate contact details for
communications from shareholders. Kingfish also
provides options for shareholders to receive and send
communications by post or electronically.
SHAREHOLDER VOTING RIGHTS
When required by the Companies Act 1993, Kingfish’s
Constitution or the NZX Listing Rules, Kingfish will
refer decisions to shareholders for approval. Kingfish’s
policy is to conduct voting at its shareholder meetings
by way of poll and on the basis of one share, one vote.
CORPORATE GOVERNANCE STATEMENT CONTINUED
3
The current PwC audit partner was appointed in 2024 and rotation will therefore occur no later than the end of 2029.
34
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ANNUAL REPORT
2025
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
The 2025 Kingfish Notice of Annual Shareholders'
Meeting will be sent to shareholders at least 20
working days prior to the meeting and will be published
on Kingfish's website.
This year’s Annual Shareholders' Meeting will be held
at 10.30am on 8 August 2025, at the Ellerslie Event
Centre in Auckland, and online. Full participation
of shareholders is encouraged at the Annual
Shareholders' Meeting and shareholders are also
encouraged to submit questions in writing prior to the
meeting if they are unable to attend either form of the
meeting.
MANAGEMENT AGREEMENT RENEWAL
The Management Agreement between Kingfish and
Fisher Funds is subject to renewal every five years. The
Management Agreement is next subject to renewal in
March 2029.
NZX WAIVERS
There was one new waiver granted by NZX and relied
upon by the Company in the financial year ended
31 March 2025.
On 23 July 2024, NZX granted Kingfish a waiver
relating to the definitions of Primary Authorised
Representative and Secondary Authorised
Representative under the NZX Listing Rules, to the
extent that they require Authorised Representatives
to fall within limb (a) of the definition of an Employee
under the NZX Listing Rules or be a director (as defined
in the NZX Listing Rules) of the issuer. The waiver was
necessary because the Authorised Representatives of
Kingfish did not qualify as an employee or as a director.
They are employees of the Manager. NZX exercised its
discretion to not publish this decision in accordance
with NZX Listing Rule 9.7.2(b).
CAPITAL RAISINGS
Kingfish Warrant Issue (KFLWI)
On 1 May 2025, eligible Kingfish shareholders were
issued (for free) one warrant for every four shares held
based on a record date of 30 April 2025.
Each warrant gives shareholders the right, but not the
obligation, to subscribe for one additional ordinary
share in Kingfish on the exercise date, subject to
payment of the exercise price. The exercise date is 1
May 2026.
The exercise price is $1.35 less any dividends declared,
with a record date during the period commencing on
the date of allotment of the warrants (1 May 2024) and
up to the announcement of the final exercise price. The
final exercise price will be calculated and advised to
warrant holders at least six weeks before the exercise
date.
The warrants commenced trading on the NZX Main
Board on 2 May 2025 under the code KFLWI.
Further information in relation to the Kingfish warrant
issue can be found in the Warrant Terms Offer
Document dated 14 March 2025, which is available
on Kingfish’s website under the “Investor Centre” and
“Warrant Terms” sections.
Kingfish Warrant Issue (KFLWH)
On 26 July 2024, Kingfish warrant holders had the
option to convert their KFLWH warrants into ordinary
Kingfish shares at an exercise price of $1.26 per
warrant.
On the exercise date 1,067,092 warrants out of a
possible 83,105,144 warrants (1.28%) were converted
into Kingfish ordinary shares.
The new shares were allotted to warrant holders on
31 July 2024.
The remaining 82,038,052 warrants which were not
exercised lapsed, and all rights in regard to them
expired.
The additional funds raised from the exercise of
warrants were invested in Kingfish’s then current
investment portfolio of stocks.
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ANNUAL REPORT
2025
FOR THE YEAR ENDED 31 MARCH 2025
We present the financial statements for Kingfish Limited for the year ended 31 March 2025.
We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the
Company as at 31 March 2025 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Kingfish board authorised these financial statements for issue on 19 May 2025.
Andy Coupe Carol Campbell
David McClatchy Fiona Oliver
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
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ANNUAL REPORT
2025
FINANCIAL
STATEMENTS CONTENTS
38Statement of Comprehensive Income
39Statement of Changes in Equity
40Statement of Financial Position
41Statement of Cash Flows
42Notes to the Financial Statements
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ANNUAL REPORT
2025
Notes
2025
$000
2024
$000
Interest income 540 689
Dividend income 9, 874 9,373
Net change in fair value of investments 2 3 7, 8 19 16,70 4
Total income 48,233 26,766
Operating expenses3 7, 4 0 1 6,837
Net profit before tax 40,832 19,929
Total tax expense4 22 24
Net profit after tax attributable to shareholders 4 0,810 19,9 05
Total comprehensive income after tax attributable to shareholders 4 0,810 19,9 05
Basic earnings per share6 11.9 0 c 5.96c
Diluted earnings per share6 11.9 0 c 5.96c
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 March 2025
STATEMENT OF COMPREHENSIVE INCOME
KINGFISH LIMITED
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kingfish limited /
ANNUAL REPORT
2025
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 March 2025
STATEMENT OF CHANGES IN EQUITY
KINGFISH LIMITED
Attributable to shareholders of
the Company
Notes
Share
Capital
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 31 March 2023 405,928 55,656 4 61,5 8 4
Comprehensive income
Net profit after tax - 19,9 05 19,9 05
Total comprehensive income for the year ended 31 March 2024 - 19,9 05 19,9 05
Transactions with shareholders
Dividends paid5 (d) - (3 6 ,147 ) (3 6 ,147 )
Share buybacks5 (b) (833) - (833)
Shares issued from treasury stock under dividend
reinvestment plan5 (e) 672 - 672
New shares issued under dividend reinvestment plan5 (e) 12 , 4 5 3 - 12 , 4 5 3
Warrant issue costs5 (c) (13) - (13)
Total transactions with shareholders for
the year ended 31 March 2024 12,279 (3 6 ,147 ) (23,868)
Balance at 31 March 2024 418,207 39,414 4 5 7, 6 2 1
Comprehensive income
Net profit after tax - 4 0,810 4 0,810
Total comprehensive income for the year ended 31 March 2025 - 4 0,810 4 0,810
Transactions with shareholders
Dividends paid5 (d) - (3 7,9 7 5 ) (3 7,9 7 5 )
Share buybacks5 (b) (6,005) - (6,005)
Shares issued from treasury stock under dividend
reinvestment plan
5 (e) 6,089 - 6,089
New shares issued under dividend reinvestment plan5 (e) 8,034 - 8,034
Shares issued for warrants exercised (net of exercise costs)5 (c) 1,324 - 1,324
Total transactions with shareholders for the year ended 31 March 2025 9,442 (3 7,9 7 5 ) (28,533)
Balance at 31 March 2025 4 2 7, 6 4 9 42,249 469,898
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ANNUAL REPORT
2025
Notes
2025
$000
2024
$000
SHAREHOLDERS' EQUITY 469,898 4 5 7, 6 21
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 9 15 , 3 3 9 4,887
Receivables 7 1,093 673
Investments at fair value through profit or loss 2 4 5 4 ,16 3 453,301
Total Current Assets 470,595 458,861
TOTAL ASSETS 470,595 458,861
LIABILITIES
Current Liabilities
Trade and other payables 8 697 1,24 0
Total Current Liabilities 697 1,24 0
TOTAL LIABILITIES 697 1,24 0
NET ASSETS 469,898 4 5 7, 6 2 1
These financial statements have been authorised for issue for and on behalf of the Board by:
R A Coupe / Chair C A Campbell / Chair of the Audit and Risk Committee
19 May 2025 19 May 2025
The accompanying notes form an integral part of these financial statements.
AS AT 31 March 2025
STATEMENT OF FINANCIAL POSITION
KINGFISH LIMITED
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ANNUAL REPORT
2025
FOR THE YEAR ENDED 31 March 2025
Notes
2025
$000
2024
$000
Operating Activities
Sale of investments 97,217 73,680
Interest received 542 687
Dividends received 5,648 5,926
Purchase of investments (5 7, 0 3 1) (53,415)
Operating expenses ( 7, 3 6 9) (4,495)
Taxes paid (22) (24)
Net cash inflows from operating activities9 38,985 22,359
Financing Activities
Share buybacks (6,005) (833)
Proceeds from warrants exercised (net of exercise costs) 1,324 -
Warrant issue costs - (13)
Dividends paid (net of dividends reinvested) (23,852) (23,022)
Net cash (outflows) from financing activities (28,533) (23,868)
Net increase/(decrease) in cash and cash equivalents held 10,452 (1,509)
Cash and cash equivalents at beginning of the year 4,887 6,396
Cash and cash equivalents at end of the year9 15 , 3 3 9 4,887
The accompanying notes form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
KINGFISH LIMITED
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ANNUAL REPORT
2025
FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS
KINGFISH LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New
Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets
Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7 of
the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and Generally Accepted
Accounting Practice in New Zealand (NZ GAAP). They comply with New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS) as appropriate to for-profit entities, and
International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
The financial statements have been prepared on the historical cost basis, except for financial assets at
fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand dollars,
rounded to the nearest one thousand dollars. Where relevant, prior year comparatives have been
reclassified to conform with current year financial statement presentation. Where there has been a
material restatement of comparative information the nature of, and the reason for the restatement is
disclosed in the relevant notes.
On 10 September 2024 the Company registered for GST, effective from 1 September 2024. From
this date, revenue, expenses and liabilities are recognised net of GST except to the extent that GST is
not recoverable from the Inland Revenue. In these circumstances, GST is recognised as part of the
expense or the cost of the asset. Prior to 1 September 2024, operating expenses include GST where it
is charged by other parties as it could not be reclaimed.
Material Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant
to an understanding of the financial statements, are provided throughout the notes to the financial
statements and are designated by a symbol.
The accounting policies adopted have been consistently applied to all years presented, unless
otherwise stated.
There are no new accounting standards, amendments to standards and interpretations that have a
material impact on these financial statements. Except for NZ IFRS 18, Presentation and Disclosure
in Financial Statements, which is effective for annual periods beginning on or after 1 January 2027
and where an assessment has not been completed yet, the same applies for any new standards,
amendments to standards and interpretations that have been issued but are not yet effective.
Financial Reporting by Segments
The Company operates in the New Zealand investment industry.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic, investment or resource allocation decisions.
There has been no change to the operating segment during the year.
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. Judgements are designated by a j symbol in the notes to the financial statements.
Authorisation of Financial Statements
The Kingfish Board of Directors authorised these financial statements for issue on 19 May 2025.
No party may change these financial statements after their issue.
j
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ANNUAL REPORT
2025
NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value
basis in accordance with a documented investment strategy, Kingfish has classified all its
investments at fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of investments are recognised in the Statement of
Comprehensive Income.
Investments at fair value through profit or loss comprise New Zealand listed equity investment
assets.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed
as incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price (which may have been prior to balance date) falls
outside the bid-ask spread at close of business on balance date for a particular investment, in
which case the bid price will be used to value the investment. All investments were valued at last
sale price (31 March 2024: All investments were valued at last sale price).
Dividend income from investments is recognised in the Statement of Comprehensive Income
when the Company's right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used, the investments are categorised as Level 1. When significant inputs derived from observable
market data are used, the investments are categorised as Level 2. If significant inputs are not
based on observable market data, they are categorised as Level 3.
j
All listed equity investments held by Kingfish are categorised as Level 1. There have been no
transfers between levels of the fair value hierarchy during the year (2024: none). There were no
financial instruments classified as Level 2 or 3 at 31 March 2025 (2024: none).
Investments at fair value through profit or loss
2025
$000
2024
$000
New Zealand investments 4 5 4 ,16 3 453,301
Total investments at fair value through profit or loss 4 5 4 ,16 3 453,301
Net change in fair value of investments
New Zealand investments 3 7, 8 19 16,70 4
Net change in fair value of investments through profit or loss 3 7, 8 19 16,70 4
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ANNUAL REPORT
2025
NOTE 3 OPERATING EXPENSES
2025
$000
2024
$000
Management fees (note 10(a)(i)) 6,080 5,663
Administration services (note 10(a)(i)) 15 6 159
Directors' fees (note 10(b)) 203 196
Custody, accounting and brokerage 442 340
Investor relations and communications 203 187
NZX fees 76 70
Professional fees 70 32
Fees paid to the auditor:
Statutory audit and review of financial statements 60 61
Other operating expenses 111 129
Total operating expenses 7, 4 01 6,837
NOTE 4 TAXATION
Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted at
balance date, and any adjustment to tax payable in respect of previous years. Current tax for
current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or
refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts of
assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
j
A deferred tax asset of $15,281,646, resulting largely from tax losses of $54,417,379, at 31 March
2025 (2024: tax asset of $14,412,614, tax losses of $51,008,304) has not been recognised, as
the tax structure of the Company is unlikely to lead to the utilisation of a deferred tax asset. This
unrecognised deferred tax asset is reviewed annually.
FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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ANNUAL REPORT
2025
NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:
2025
$000
2024
$000
Net income before tax 40,832 19,929
Non-taxable realised gain on investments (19,427 ) (17,659)
Non-taxable unrealised (gain)/loss on investments (18,3 4 0) 1,057
Imputation credits 2,517 2,769
Non-deductible expenditure 367 267
Ta xa b l e i n c o m e 5,949 6,363
Tax at 28% 1,666 1,782
Imputation credits (2,517) (2,769)
Deferred tax not recognised 873 1, 011
Total tax expense 22 24
Taxation expense comprises:
Current tax 22 -
22 -
Current tax balance
Opening balance - -
Current tax expense (22) -
Tax paid 22 -
Current tax receivable - -
Imputation credits
The imputation credits available for subsequent reporting periods total $720,445 (2024: $567,884).
This amount represents the balance of the imputation credit account at the end of the reporting
period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a
receivable at 31 March 2025.
NOTE 5 SHAREHOLDERS' EQUITY
a. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the Company, the amount of consideration paid is recognised
directly in equity. Acquired shares are classified as treasury stock and presented as a deduction
from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury
stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs, is recognised within share capital.
Kingfish has 348,300,808 fully paid ordinary shares on issue (31 March 2024: 340,543,107). All
ordinary shares are classified as equity, rank equally and have no par value. All shares carry an
entitlement to dividends and one vote is attached to each fully paid ordinary share.
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ANNUAL REPORT
2025
NOTE 5 SHAREHOLDERS' EQUITY CONTINUED
b. Buybacks
Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2025,
Kingfish acquired 4,774,166 shares valued at $6,004,687 (31 March 2024: 660,441 shares valued
at $833,124) under the programme which allows up to 5% of the ordinary shares on issue (as at
the date 12 months prior to the acquisition) to be acquired. Shares acquired under the buyback
programme are held as treasury stock and subsequently reissued to shareholders under the
dividend reinvestment plan. There were no shares held as treasury stock at balance date (31 March
2024: 121,109).
c. Warrants
On 26 July 2024, 1,067,092 new Kingfish warrants valued at $1,344,536 less exercise costs of
$20,186 (net $1,324,350) were exercised at $1.26 per warrant, and the remaining 82,038,052
warrants lapsed.
On 6 July 2023, 83,105,144 new Kingfish warrants were allotted and quoted on the NZX Main Board
from 7 July 2023. One new warrant was issued to all eligible shareholders for every four shares held
on record date (5 July 2023). The exercise date for these warrants was 26 July 2024.
Warrants issue costs of $13,413 were incurred in August 2023 relating to the July 2023 warrant
issue.
d. Dividends
Dividend distributions to the Company's shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Kingfish board.
Kingfish has a distribution policy where 2% of average net asset value is distributed each quarter.
Dividends paid during the year comprised:
2025
$000
Cents per
share
2024
$000
Cents per
share
27 Jun 2024 9,007 2.65 23 Jun 2023 9,301 2.82
27 Sep 2024 9,101 2.66 22 Sep 2023 9, 274 2.79
20 Dec 2024 9,783 2.85 15 Dec 2023 8,849 2.64
28 Mar 2025 10,08 4 2.92 28 Mar 2024 8,723 2.58
3 7,9 7 5 11.0 8 3 6 ,147 10.83
e. Dividend Reinvestment Plan
Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day
volume weighted average share price from the date the shares trade ex-entitlement. During the year
ended 31 March 2025, 11,464,775 ordinary shares totalling $14,123,182 (31 March 2024: 10,990,473
ordinary shares totalling $13,124,763) were issued in relation to the plan for the quarterly dividends
paid which comprised:
(i) 6,569,500 ordinary shares totalling $8,034,390 issued under the dividend reinvestment plan (31
March 2024: 10,451,141 ordinary shares totalling $12,453,022); and
(ii) 4,895,275 ordinary shares totalling $6,088,792 of shares were utilised from treasury stock under
the dividend reinvestment plan (31 March 2024: 539,332 ordinary shares totalling $671,741).
To participate in the dividend reinvestment plan, a completed participation notice must be received
by Kingfish before the next record date.
FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 6 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
Basic earnings per share20252024
Net profit after tax attributable to shareholders ($'000) 4 0,810 19,9 05
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 342,938 3 3 4 ,16 4
Basic earnings per share 11.9 0 c 5.96c
Diluted earnings per share
Net profit after tax attributable to shareholders ($'000) 4 0,810 19,9 05
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 342,938 3 3 4 ,16 4
Diluted effect of warrants ($'000) - -
342,938 3 3 4 ,16 4
Diluted earnings per share 11.9 0 c 5.96c
NOTE 7 RECEIVABLES
Receivables are classified as financial assets at amortised cost and are initially recognised at
fair value, and subsequently measured at amortised cost less any provision for impairment.
Receivables are assessed on a case-by-case basis for impairment.
j
The receivables' carrying values are a reasonable approximation of fair value.
2025
$000
2024
$000
Dividends receivable 999 615
Interest receivable - 2
GST receivable 4 -
Unsettled investment sales 34 -
Prepayments 56 56
Total receivables 1,093 673
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NOTE 8 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at
fair value, and subsequently measured at amortised cost.
j
The trade and other payables' carrying values are a reasonable approximation of fair value.
2025
$000
2024
$000
Related party payable (note 10(a)(i)) 520 492
Unsettled investment purchases - 580
Other payables and accruals 17 7 168
Total trade and other payables 697 1,24 0
NOTE 9 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks.
2025
$000
2024
$000
Cash - New Zealand dollars 15 , 3 3 9 4,887
Cash and cash equivalents 15 , 3 3 9 4,887
Reconciliation of Net Profit after Tax to Net Cash Flows
from Operating Activities
Net profit after tax 4 0,810 19,9 05
Items not involving cash flows
Unrealised (gains)/losses on revaluation of investments (18,3 4 0) 1,057
(18,3 4 0) 1,057
Impact of changes in working capital items
(Decrease)/increase in trade and other payables (543) 597
(Increase)/decrease in receivables (420) 1,979
(963) 2,576
Items relating to investments
Amounts paid for purchases of investments (6 0, 874) (56,518)
Amounts received from sales of investments net of realised gains 7 7, 7 3 8 55 ,919
Movement in unsettled purchases of investments 580 (580)
Movement in unsettled sales of investments 34 -
17, 4 7 8 (1,179)
Net cash inflows from operating activities 38,985 22,359
FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 10 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
a. Fisher Funds Management Limited
Fisher Funds Management Limited ("Fisher Funds" or "the Manager") is an entity that provides key
management personnel services to Kingfish by virtue of its management agreement.
In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager's interests with those of the Kingfish shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,
subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 7%) subject to achieving the High Water Mark ("HWM"). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is
settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares at the
end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it is
paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income when incurred.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
(i) Fees earned and payable:
2025
$000
2024
$000
Fees earned by the Manager for the year ended 31 March
Management fees 6,080 5,663
Administration services 15 6 159
Operating expenses 6,236 5,822
For the year ended 31 March 2025, the Manager did not achieve a return in excess of the performance
fee hurdle return (31 March 2024: No excess returns were generated). Accordingly, the Company has
not expensed a performance fee for the year ended 31 March 2025 (31 March 2024: Nil).
Fees payable to the Manager at 31 March
Management fees 507 479
Administration services 13 13
Related party payables 520 492
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NOTE 10 RELATED PARTY INFORMATION CONTINUED
(ii) Investment transactions with related parties
Off-market transactions between Kingfish and other funds managed by Fisher Funds take place
for the purposes of rebalancing portfolios without incurring brokerage costs. These transactions
are conducted after the market has closed at last sale price. Purchases for the year ended 31
March 2025 totalled $976,992 (31 March 2024: Nil) and sales totalled $102,417 (31 March 2024:
$3,664,809).
b. Directors
Kingfish considers its Board of Directors ("Directors") key management personnel. Kingfish does not
have any employees.
During the financial year the Directors earned fees for their services of $203,011 inclusive of
unclaimable GST (31 March 2024: $196,317 inclusive of GST). The Directors' fee pool was $185,500
(exclusive of GST, if any) for the year ended 31 March 2025 (31 March 2024: $176,167 (exclusive of
GST, if any)). There were no Director fees payable at the end of the financial year (31 March 2024:
Nil).
The Directors held shares in the Company at 31 March 2025 which total 0.05% of total shares on
issue (31 March 2024: 0.04%). The Directors did not hold warrants in the Company as at 31 March
2025 as there were no warrants on issue (31 March 2024: 0.04% of total warrants on issue).
Dividends of $19,612 (31 March 2024: $15,441) were also received by Directors or their associates as
a result of their shareholding during the financial year.
NOTE 11 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Kingfish and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, receivables and trade and other payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company's
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The maximum market risk resulting from financial instruments is determined as their fair value.
Kingfish considers that the market prices of the investments factor in climate change impacts and,
as such, no adjustment has been made to balances or transactions in these financial statements as
a result of climate change.
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The
Company is exposed to the risk of fluctuations in the underlying value of its listed portfolio
companies. The following companies individually comprise more than 10% of Kingfish’s total assets
at 31 March 2025, and therefore fluctuations in the value of these portfolio companies will have a
greater impact on the overall investments balance.
FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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2025 2024
Fisher and Paykel Healthcare Corporation Limited18%16%
Infratil Limited14%18%
Mainfreight Limited10%14%
Interest Rate Risk
Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk
of gains or losses or changes in interest income from movements in local interest rates. There is no
hedge against the risk of movements in interest rates.
The Company may use short-term fixed rate borrowings to fund investment opportunities. There
were no borrowings at 31 March 2025 (31 March 2024: Nil).
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate
because of changes in foreign exchange rates. The Company generally holds assets denominated in
New Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies
that Kingfish invests in may be affected by currency risk that may impact on the market value of the
underlying portfolio company.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders' equity
to reasonably possible changes in the carrying value of financial instruments to market risk
exposure at 31 March as follows:
2025
$000
2024
$000
Price risk
1
Investments at fair value
through profit or loss
(listed) Carrying value 4 5 4 ,16 3 453,301
Impact of a 20% change in market prices: +/- 90,833 90,660
Interest rate risk
2
Cash and cash
equivalents Carrying value 15 , 3 3 9 4,887
Impact of a 1% change in interest rates: +/- 15 3 49
An increase/(decrease) in market prices and interest rates would increase/(decrease) profit after tax
and shareholders' equity.
1
A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price
movements.
2
A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The
percentage movement for the interest rate sensitivity relates to an absolute change in interest rate rather than a
percentage change in interest rate.
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NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Company. In the normal course of its business, the Company is exposed to
credit risk from transactions with its counterparties.
Listed securities are held by an independent custodian, Apex Investment Administration (NZ)
Limited. All transactions in listed securities are paid for on delivery according to standard settlement
instructions and are normally settled within three business days. Dividends receivables are due from
listed New Zealand companies and are normally settled within a month after the Ex-Dividend date.
The Company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management considers both historical analysis and forward
looking information in determining any expected credit loss. At balance date, cash at bank was held
with counterparties with a credit rating of S&P AA- or equivalent. Receivables are normally settled
within three business days. Management considers the probability of default to be close to zero as
the counterparties have a strong capacity to meet their contractual obligations in the near term. As
a result, no loss allowance has been recognised based on 12-month expected credit losses as any
such impairment would be wholly insignificant to the Company.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in
the Statement of Financial Position.
Other than cash at bank, short-term unsettled trades and dividends receivable, there are no
significant concentrations of credit risk. The Company does not expect non-performance by
counterparties, therefore no collateral or security is required.
Liquidity Risk
Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash
in order to meet the Company's financial obligations as they fall due. The Company endeavours to
invest the proceeds from the issue of shares in appropriate investments while maintaining sufficient
liquidity (through daily cash monitoring) to meet working capital and investment requirements. All
trade and other payables have contractual maturities of 3 months or less.
Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.
There were no such debt facilities at 31 March 2025 (31 March 2024: Nil).
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves,
retained earnings) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, return capital to shareholders, undertake share buybacks, issue new
shares and secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of
average net asset value each quarter in dividends.
FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 12 NET ASSET VALUE
The net asset value of Kingfish as at 31 March 2025 was $1.35 per share (31 March 2024:
$1.34) calculated as the net assets of $469,898,340 divided by the number of shares on issue of
348,300,808 (31 March 2024: net assets of $457,621,124 and shares on issue of 340,543,107).
NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2025
(31 March 2024: Nil).
NOTE 14 SUBSEQUENT EVENTS
On 1 May 2025, the Company issued 86,961,524 new warrants. The warrants were allotted to Eligible
Kingfish Shareholders in accordance with the 14 March 2025 Warrant Terms Offer Document. The
new warrants are listed on the NZX Main Board under the ticker code KFLWI, and commenced
trading from 2 May 2025. The warrants have an initial Exercise Price of $1.35 and a 1 May 2026
Exercise Date.
On 19 May 2025, the Board declared a dividend of 2.75 cents per share. The record date for this
dividend is 5 June 2025 with a payment date of 27 June 2025.
For recent share price, net asset value and performance, please visit kingfish.co.nz/investor-centre/
portfolio-performance (note, this information is unaudited).
There were no other events which require adjustment to or disclosure in these financial statements.
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Indepen den t auditor ’s r epor t
To the shareholders of Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company), present
fairly, in all material respects, the financial position of the Company as at 31 March 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to Internatio
nal Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Company's financial statements comprise:
• the statement of financial position as at 31 March 2025;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then e
nded;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under thos
e standards are
further described in the Auditor’s responsibilities for the audit of the 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.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Prac
titioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities i
n accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existenc
e of investments at fair value through profit or loss. This
matter was addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on this matter.
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
at fair value through profit or loss
Investments at fair value through profit or
loss (the investments) are valued at
$454
million and represent 97% of total assets
at 31 March 2025.
We assessed the processes employed by the
Manager, for recording and valuing investments
including the relevant controls operated by the third
party service organisation, Apex Investment
Administration (NZ) Limited (the Administrator). Our
assessment of the processes included obtaining
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Indepen den t auditor ’s r epor t
To the shareholders of Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company), present
fairly, in all material respects, the financial position of the Company as at 31 March 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to Internation
al Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Company's financial statements comprise:
• the statement of financial position as at 31 March 2025;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then en
ded;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those
standards are
further described in the Auditor’s responsibilities for the audit of the 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.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Pract
itioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence
of investments at fair value through profit or loss. This
matter was addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on this matter.
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
at fair value through profit or loss
Investments at fair value through profit or
loss (the investments) are valued at
$454
million and represent 97% of total assets
at 31 March 2025.
We assessed the processes employed by the
Manager, for recording and valuing investments
including the relevant controls operated by the third
party service organisation, Apex Investment
Administration (NZ) Limited (the Administrator). Our
assessment of the processes included obtaining
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
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Description of the key audit matter How our audit addressed the key audit matter
Further investment disclosures are
included in note 2 of the financial
statements.
This was an area of focus for our audit as
investments represent the majority of the
net assets of the Company.
Valuation
Investments are in actively traded
companies listed on the NZX Main Board
and the fair value of these investments are
based on quoted market prices at 31
March 2025 and are categorised as level 1
in the fair value hierarchy.
Existence
Holdings of investments are held by Apex
Investment Administration (NZ) Limited
(the Custodian) on behalf of the Company.
internal control reports over investment accounting
provided by the Administrator.
We evaluated the evidence provided by the internal
controls reports over the design and operating
effectiveness of the relevant controls operated by the
Administrator for the period 1 April 2024 to 31 March
2025.
We agreed the price for all investments held at 31
March 2025 to independent third-party pricing
sources.
We obtained confirmation from the Custodian of all
investment holdings held by the Company as at 31
March 2025.
Our audit approach
Overview
Materiality Overall materiality: $2.349 million, which represents approximately 0.5% of
net assets.
We used this benchmark because, in our view, the objective of the Company
is to provide investors with a total return on its assets, taking account of both
capital and income returns.
Key audit matter
As reported above, we have one key audit matter, being valuation
and existence of investments at fair value through profit or loss.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
PwC 16
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ANNUAL REPORT
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Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures, and to evaluate the effect of misstatements, both
individually and in the aggregate, on the financial statements as a whole.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report and the Company’s climate statement prepared in
accordance with Section 461Z of the Financial Markets Conduct Act 2013 (the Climate Statement), but
does not include the financial statements and our auditor’s report thereon. The Annual Report and the
Climate Statement are expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such
internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’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
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the 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 (NZ) and ISAs 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/
This description forms part of our auditor’s report.
PwC
17
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ANNUAL REPORT
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Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which 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 and the Company’s shareholders, as a body, for our
audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Samuel
Shuttleworth.
For and on behalf of
PricewaterhouseCoopers Auckland
19 May 2025
PwC
18
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ANNUAL REPORT
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SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 16 MAY 2025
Holding Range# of Shareholders# of Shares% of Total
1 to 99943816 8,7910.05
1,000 to 4,9999932,689,3670.77
5,000 to 9,9999066,421,3731.8 4
10,000 to 49,9992,45658,303,78716.74
50,000 to 99,99970949,178 ,13 414 .12
100,000 to 499,99965812 7, 4 5 6 , 5 4 836.59
500,000 +81104,082,80829.89
TOTAL6,241348,300,808100%
20 LARGEST SHAREHOLDERS AS 16 MAY 2025
Holder Name# of Shares% of Total
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>8,770,2522.52
CUSTODIAL SERVICES LIMITED <A/C 4>5 ,719,0 0 31.6 4
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>5,548,0131.59
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>4,859,6971.4 0
ASB NOMINEES LIMITED <179669 A/C>4,432,8991.27
LEVERAGED EQUITIES FINANCE LIMITED3, 319,5 080.95
DAVID HUGH BROWN3,026,0000.87
FNZ CUSTODIANS LIMITED2,992,0540.86
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2,724,7720.78
ENE TRUSTEES LIMITED2,500,0000.72
SEATON STUART JAMES BENNY2 , 2 0 7, 3 6 00.63
CUSTODIAL SERVICES LIMITED <A/C 6>2,055,9380.59
PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA
INVESTMENT A/C>1,800,0000.52
MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE1,706,8 420.49
COLIN DAVID CRAIG BENNETT1,688,1990.48
ASB NOMINEES LIMITED <146873 A/C>1, 6 8 7,12 90.48
NEIL BARRY ROBERTS1,592,0000.46
COLIN DAVID CRAIG BENNETT & CLARICE AI LING BENNETT <C D C &
C A L BENNETT FAMILY A/C>1,4 4 0,24 30.41
STEPHEN THOMAS WRIGHT & JANICE ALISON WRIGHT1,349,2270.39
CHARLES WATSON HARREX1,323,4090.38
TOTAL6 0,742 , 5 4 517. 4 4
58
kingfish limited /
ANNUAL REPORT
2025
WARRANT HOLDER INFORMATION
SPREAD OF WARRANT HOLDERS AS AT 16 MAY 2025
Holding Range# of Warrant
Holders
# of Warrants% of Total
1 to 9991,232505,8970.58
1,000 to 4,9992 ,10 25,426,1086.24
5,000 to 9,9991,0297,204,4458.28
10,000 to 49,9991, 31727,319,55231.42
50,000 to 99,99919613,161,27015 .13
100,000 to 499,9999616, 3 42,4 5 418.79
500,000 +1717, 0 0 1, 7 9 819.5 6
TOTAL5,98986,961,524100%
20 LARGEST WARRANT HOLDERS AS AT 16 MAY 2025
Holder Name# of Warrants% of Total
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>2,864,1583.29
SIDESO TRADING COMPANY LIMITED1,451,4141.67
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>1,387,0041.59
CUSTODIAL SERVICES LIMITED <A/C 4>1,288,4 471.4 8
ASB NOMINEES LIMITED <A/C 802302 ML>1, 252 , 8741.4 4
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1,214,9251.4 0
ASB NOMINEES LIMITED <179669 A/C>976,0781.12
LEVERAGED EQUITIES FINANCE LIMITED864,3150.99
FNZ CUSTODIANS LIMITED761,74 00.88
DAVID HUGH BROWN756,5000.87
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>670, 8190.77
ASB NOMINEES LIMITED <A/C 210631 - ML>625,0000.72
ENE TRUSTEES LIMITED625,0000.72
ROGER WILLIAM CLARK600,0000.69
DAVID SYLVESTER MACKIE5 9 7, 6 9 80.69
SEATON STUART JAMES BENNY551,8 4 00.63
CUSTODIAL SERVICES LIMITED <A/C 6>513,9860.59
PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA
INVESTMENT A/C>450,0000.52
COLIN DAVID CRAIG BENNETT422,0500.49
NEIL BARRY ROBERTS398,0000.46
TOTAL18,271,84821.01
59
kingfish limited /
ANNUAL REPORT
2025
STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2025
Interests Register
Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Kingfish is available for inspection at its
registered office. Particulars of entries in the interests register as at 31 March 2025 are as follows:
Shares
Held
Directly
Held by
Associated Persons
R A Coupe
(1)
86,696Nil
C A Campbell
(2)
83,338Nil
D M McClatchy
(3)
11, 3 3 2Nil
F A Oliver
(4)
Nil5,667
(1)
R A Coupe received 9,410 shares in the year ended 31 March 2025, purchased on market as per the terms of the
share purchase plan (purchase price $1.23). (During the year ended 31 March 2025 R A Coupe elected to use 20%
of his director fees to purchase Kingfish shares). R A Coupe received 7,348 shares in the year ended 31 March
2025, issued under the dividend reinvestment plan (average issue price $1.2089).
(2)
C A Campbell received 3,510 shares in the year ended 31 March 2025, purchased on market as per the terms of
the share purchase plan (purchase price $1.23). C A Campbell received 7,063 shares in the year ended 31 March
2025, issued under the dividend reinvestment plan (average issue price $1.2089).
(3)
D M McClatchy received 3,556 shares in the year ended 31 March 2025, purchased on market as per the terms of
the share purchase plan (purchase price $1.23). D M McClatchy received 932 shares in the year ended 31 March
2025, issued under the dividend reinvestment plan (average issue price $1.2089). D M McClatchy exercised 1,297
warrants in the year ended 31 March 2025.
(4)
F A Oliver received 3,103 shares in the year ended 31 March 2025, purchased on market as per the terms of the
share purchase plan (purchase price $1.23). F A Oliver received 127 shares in the year ended 31 March 2025,
issued under the dividend reinvestment plan (average issue price $1.2657).
DIRECTORS HOLDING OFFICE
Kingfish’s directors as at 31 March 2025 were:
»R A Coupe (Chair)
»C A Campbell
»D M McClatchy
»F A Oliver
During the year, there were no appointments to the board.
In accordance with the Kingfish constitution, at the 2024 Annual Shareholders’ Meeting, Carol Campbell and David
McClatchy retired by rotation and being eligible were re elected. Fiona Oliver retires by rotation at the 2025 Annual
Shareholders’ Meeting and being eligible, offers herself for re-election.
DIRECTORS’ INDEMNITY AND INSURANCE
Kingfish has arranged Directors’ and Officers’ Liability Insurance covering directors acting on behalf of Kingfish.
Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful
acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,
malicious acts or omissions, and wilful breach of statute or regulations.
Kingfish has granted an indemnity in favour of all current directors of the Company in accordance with its
constitution.
60
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ANNUAL REPORT
2025
EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds
Management Limited.
DIRECTORS’ RELEVANT INTERESTS
The following are relevant interests of Kingfish’s directors as at 31 March 2025:
R A CoupeBarramundi LimitedChair
Marlin Global LimitedChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
C A CampbellBarramundi LimitedDirector
Marlin Global LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
Asset Plus LimitedDirector
Nica Consulting LimitedDirector
NZME LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
D M McClatchyBarramundi LimitedDirector
Marlin Global LimitedDirector
Guardians of NZ SuperannuationBoard Member
Trust Investment Management LimitedDirector
F A OliverBarramundi LimitedDirector
Marlin Global LimitedDirector
Gentrack Group LimitedDirector
ClarusDirector
Freightways LimitedDirector
Wynyard Group Limited (in liquidation)Director
New Zealand Water PoloDirector
Summerset Group Holdings LimitedDirector
Guardians of NZ SuperannuationBoard Member
61
kingsh limited /
ANNUAL REPORT
2025
AUDITOR’S REMUNERATION
During the 31 March 2025 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers
New Zealand.
$000
Statutory audit and review of financial statements60
Other assurance services-
Non-assurance services-
PricewaterhouseCoopers New Zealand is a registered audit firm, and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
DONATIONS
Kingfish did not make any donations during the year ended 31 March 2025.
62
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ANNUAL REPORT
2025
REGISTERED OFFICE
Kingfish Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
DIRECTORS
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
CORPORATE
MANAGEMENT TEAM
Wayne Burns
Beverley Sutton
MANAGER
Fisher Funds Management Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
SHARE REGISTRAR
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
FOR MORE INFORMATION
For enquiries about transactions, changes of address and dividend payments, contact the share registrar above.
Alternatively, to change your address, update your payment instructions and to view your investment portfolio
including transactions online, please visit: www.investorcentre.com/NZ
FOR ENQUIRIES ABOUT KINGFISH CONTACT
Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 489 7094 | Email: enquire@kingfish.co.nz
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase or
sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial advice for
the purposes of the Financial Markets Conduct Act 2013, as amended, and should not be relied upon when making an investment
decision. Professional financial advice from a financial adviser should be taken before making an investment.
AUDITOR
PricewaterhouseCoopers
New Zealand
Level 27
P w C Towe r
15 Custom Street West
Auckland 1010
SOLICITOR
Bell Gully
Level 14
1 Queen Street
Auckland 1010
BANKER
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
NATURE OF BUSINESS
The principal activity of Kingfish
is investment in quality, growing
New Zealand companies.
DIRECTORY
63
kingsh limited /
ANNUAL REPORT
2025
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.