FY25 Results, North Island Assets Sale & Annual Meeting
Annual Report
2025
Welcome to Synlait’s
Annual Report
Doing Milk
Differently
For A
Healthier
World
Sustainability reporting
The report will contain information on
Synlait's strategy and initiatives to achieve
our sustainability objectives and targets,
alongside our climate-related disclosures
and greenhouse gas emission inventory.
This will be released in November 2025.
Corporate governance
Our Corporate Governance Statement
describes Synlait’s current compliance
with the NZX Corporate Governance
Code (NZX Code) recommendations in
the year to 31 July 2025.
The Corporate Governance section
of the Annual Report can be found on
Synlait’s website: synlait.com/investors/
corporategovernance-2025/
Our Annual Report reviews Synlait Milk Limited’s (Synlait) and
subsidiaries’ financial performance and business achievements
for the year ended 31 July 2025.
An online copy of this Annual Report, and previous annual, interim and sustainability
reports, is available at: synlait.com/investors/
PAGE 01ANNUAL REPORT 2025
Dunsandel-based farmers Rowan Michael (left) and
Gary Michael who sits on Synlait’s Farmer Leadership Team.
PAGE 02ANNUAL REPORT 2025
10
05
Contents
Chair Review 05
CEO Review 08
Business Milestones 10
Our Board 11
Our Executive Leadership Team 11
Statutory Information 12
CFO Review 22
Financial Statements 27
Auditor's Report 52
Directory 55
08
09
PAGE 03ANNUAL REPORT 2025
Kelvin Phipps, Combi Lift & Reach Stacker Operator,
in front of a reachstacker at Synlait Dunsandel.
PAGE 04ANNUAL REPORT 2025
• A turnaround in our Ingredients
business from a loss of $13.5 million
to a gross profit of $13.1 million.
• A 29% increase in our Advanced
Nutrition business gross profit to
$95 million.
• A 92% lift in Foodservice volumes,
with improved margins, although
further gains are required to deliver
profitability. We sold 8.4 million
1-litre bottles of cream last year!
• A 28% uplift in our Consumer
business’ gross profit to $39
million. This was driven by growth
in export markets including entry to
Thailand and Vietnam.
• A new record milk price for the
2024/2025 season of $10.16 per
kilo of milk solids.
Our resilient people
The Board and I are very grateful that
Synlait’s people have, through a long
period of uncertainty, largely retained
their faith in the company and its
purpose of Doing Milk Differently For
A Healthier World.
When we have faced challenges, there
has been no shortage of people willing
to put their shoulder to the wheel to
resolve them.
Dear Shareholders,
Today is a defining moment for Synlait.
While our headline result for the financial
year ended 31 July 2025 (FY25) reflects
the significant challenges we have faced,
we are delighted to announce the entry
into a binding conditional agreement to
sell our North Island assets to our valued
customer, and global healthcare leader
– Abbott.
This transaction signals a giant step
forward for our company.
It is a positive for us, a positive for
Abbott, and a positive for New Zealand,
which will benefit from having this global
healthcare leader bring its 135 plus years
of innovation to our sector.
For Synlait, the divestment will
deliver approximately US$178 million
(approximately NZ$307 million)¹. The sale
will strengthen the company’s financial
position, with the proceeds expected to
be used to significantly reduce debt.
We are equally pleased Abbott will, at
completion, onboard nearly all of those
who work at these sites – that is a great
outcome.
This valuable reset presents Synlait with
a rich opportunity we have not had for
some time: to move beyond planning our
survival to planning a real and vibrant
future.
That is a turning point we have fought
hard for and are ready to embrace.
FY25 result
The numbers we are presenting today
are less cause for celebration.
To indulge in sporting analogy, this has
been a ‘year of two halves’ for Synlait.
We won the first half and celebrated
a return to profitability. We knew the
second half was going to be harder and
signalled progress would be slower as we
faced several headwinds.
Those expected headwinds became
unexpected turbulence, with
manufacturing challenges that disrupted
our Dunsandel operations, resulting in
FY25 costs of $43.5 million. These came
at the worst time for Synlait’s recovery
which, when you look at the underlying
result, was on-track.
To be clear, were it not for these
manufacturing challenges, which resulted
in one-off costs, our result today would
have reflected further progress. Today’s
underlying bottom line is a net profit after
tax of $0.8 million. Here are the signs of
encouragement²:
• A 55% reduction in our net debt from
$551.6 million to $250.7 million. As
noted above, the proceeds of the
North Island asset divestment are
expected to be used to significantly
reduce that debt further.
• Improvements in trading performance
resulting in FY25 underlying EBITDA
increasing by $62 million on FY24.
Two teams, in particular, must be thanked
for their efforts this year:
• Those who have negotiated the
agreement to sell our North Island
assets. Transactions of this size
are complex with multiple, often
interconnected workstreams. Our
inhouse team’s and our external
advisors’ expert navigation of these
has been impressive; and
• Our on-farm team who went above
and beyond, together with our much-
valued farmers, to secure our milk
supply for the 25/26 season, and
beyond.
Without these achievements, Synlait
would not be positioned for success as
we are today.
There are more than a few people at
Synlait who need a holiday. Thank you all.
Our farmers remain
fundamental to our success
Synlait attracts the best farmers.
They share our commitment to lead the
sector to new levels of best practice.
We are grateful most of our farmers took
the opportunity to continue supplying
us for the current season and that an
additional 11 farms joined our team.
Being able to engage directly with our
farmers, is one the joys of being at Synlait.
1
The sale price is denominated in US dollars, so final consideration is subject to exchange rate movements. Final proceeds will also be subject to completion adjustments, as well as a US$14 million
holdback from the purchase price, in case of certain claims under transaction documents, including warranty claims. The holdback is released to Synlait in stages over three years from completion.
2
All comparisons are to the 12-months ended 31 July 2024 (FY24) and include Dairyworks, unless otherwise specified.
Chair Review
George Adams
PAGE 05ANNUAL REPORT 2025
As I said earlier, this is a position of
stability that Synlait has not enjoyed for
some time.
The agreed transaction announced today
will see Synlait able to consider new value
creation workstreams that could require
further capital investment at Dunsandel.
The Board will make the most of the
strategic opportunities in front of us and,
while delivering this future strategy is a
major undertaking, we are aiming to have
a plan in place next year and look forward
to sharing that with you.
Given the scale of Synlait’s strategic reset,
and the significance of FY26, with the
entry into the agreement to sell our North
Island assets, the Board has decided
not to provide financial guidance. The
full guidance statement can be found
on page 16 of the Investor Presentation,
released alongside this Annual Report.
A quiet toast
12 months ago, Synlait was fighting
for survival. We were working hard to
convince our shareholders to vote for a
critical equity raise that was effectively a
stay of execution.
Today we are on track to achieve a
fulsome balance sheet reset.
To be here is a real win, that many told us
was impossible and unprecedented. I am
glad we fought that.
Many have made it clear we need to
continue working hard to retain them in
the long-term – we will do so.
While most will welcome today’s North
Island sale announcement knowing it will
assist in delivering performance uplift, I
want to acknowledge those North Island
farmers who will be disappointed. This
transaction closes the door on their future
with Synlait in the Waikato.
The end of this season will see us farewell
most of our North Island farmers. I want
to thank you all for having the bravery
to join Synlait. I am looking forward to
celebrating the valuable contribution you
have made to our company and ensuring
we leave each other with pride.
Our supportive shareholders
Synlait’s existence today is a credit to
each of you who, as shareholders, voted
to deliver us $217.8 million in new equity
in September 2024. Thank you.
That new equity came courtesy of our
two largest shareholders – Bright Dairy
and The a2 Milk Company. Both have
remained solid supporters of Synlait
during FY25.
Bright Dairy has been a loyal and reliable
team player at every level of Synlait.
We have benefitted from having various
experts from their team on the ground
in New Zealand over the year. Thanks
to each of you – our team has enjoyed
working with and learning from you.
The a2 Milk Company’s performance
continues to inspire – they are now the
fourth largest infant formula brand in
China. Their dominance in the early
stage formula category is especially
impressive and lays a solid foundation
for further growth.
Synlait’s relationship with The a2 Milk
Company will change in time, as they
transform their supply chain and expand
their capability in the world of infant
formula processing themselves.
We expect The a2 Milk Company
to insource English-label a2 Platinum™
at their new Pōkeno facility, however,
we are pleased Synlait will remain the
manufacturer of their existing China-
label 至初 product. We look forward to
continuing our collaboration to support
the ongoing growth of this product.
This means we will remain important
partners who are well-positioned to drive
each other’s future success, particularly
in China.
Our new CEO
May saw us welcome our new CEO,
Richard Wyeth.
Richard started amid our aforementioned
manufacturing challenges. As a
seasoned professional with detailed
knowledge of dairy processing, he took
the issues in his stride and set about
supporting Acting CEO Tim Carter and
our executive leadership team (ELT) as
they delivered solutions.
Richard shares our Board’s confidence
that Synlait has a great future ahead.
The next 12 months will be critical, and
Richard has worked with ELT to define
six core focus areas. Known internally as
Our Big 6 for ’26, these are underpinned
with measurable KPIs for himself and,
below that, for each of our ELT members.
Uplifting operational stability is at the
top of that list – it is core to ensuring
Synlait returns to being a very profitable
business. You can read more about
these priorities in Richard’s CEO Report.
Looking to the future
While Richard is getting the house in
order, your Board’s eyes are on the
horizon.
We are farewelling Independent Director
Paul Washer, whose contribution, leading
the Audit and Risk Committee during a
defining and difficult period, is sincerely
appreciated.
All of our Directors have been through
a prolonged period of firefighting. Last
year was focused on delivering a stay
of execution for Synlait, this year’s focus
has been on further strengthening the
balance sheet.
The Board has had to be short-term in
our thinking as we resolved the balance
sheet issues that were holding Synlait
hostage. Now we are nearly free from
those, we have clear air to carefully and
strategically explore a wide array of
opportunities for the company’s future.
I am even more pleased to be in a
position where we can start carving a
much stronger future – for our people,
our farmers, our customers, and for you,
our shareholders.
I look forward to us toasting that in time.
George Adams
Chair
PAGE 06ANNUAL REPORT 2025
Synlait suppliers Bevan and Tracey Brown
on their Geraldine-based farm.
PAGE 07ANNUAL REPORT 2025
Dear Shareholders,
The sale of our world-class North Island
assets is a much-needed step change
for Synlait.
The transaction, announced alongside
today’s result, will significantly strengthen
Synlait’s balance sheet by reducing debt
and simplifying our operations, enabling
us to focus on the South Island.
In short, this sale will deliver a stronger,
simpler, and more secure Synlait.
I did not share the strenuous journey
Synlait’s Board and people endured while
fighting for the company’s survival. The
fact the company has now made it out the
other side is testament to their tenacity
and resilience.
When I took this job, I had many people
ask why I wanted the role. My answer has
always been that Synlait’s foundations
are strong, I love a challenge and, after 18
years in the dairy sector, I have skills and
experience that can help this company
win again.
The entry into the North Island transaction
makes that job a little easier. I am looking
forward to working alongside our Board
and ELT to chart a course that enables
Synlait to reach its full potential in time.
In the meantime, our team will work
alongside Abbott to ensure a successful
completion and transaction. You can read
more about the sale on page 9.
FY25 Result
While the Chair has rightly described it
as a year of two halves, I want to focus
on the operational realities that shaped
our performance - and the actions we are
taking to ensure FY26 is fundamentally
different.
When I joined Synlait in May 2025,
I entered a business facing several
manufacturing challenges. The issues,
which are now largely behind us, were
complex and impacted our ability to
continually deliver product on time, in
spec, and at scale.
Synlait’s assets are world-class and
what I saw in our people’s response was
positive: teams pulled together, problem
solved and executed under pressure.
While there is no getting away from the
fact today’s numbers are impacted due
to those challenges, the work to resolve
them is one of many steps forward I have
seen Synlait take in recent months.
Ensuring success:
Our Big 6 for ’26
FY26 will see Synlait shift from reactive
recovery to proactive performance. We
have defined six key focus areas, with
measurable KPIs, to deliver this shift.
As George highlighted, today’s result
makes it clear that uplifting operational
stability is our top priority. Continuing to
lift this means we are planning accurately,
executing reliably, and delivering
consistently.
To support this, we are recruiting a new
Chief Operating Officer who will be
based in Dunsandel to support our single
site focus.
We are also continuing to invest in
quality systems to further strengthen our
manufacturing capability – especially in
Advanced Nutrition, where the margin for
error is razor-thin.
Few New Zealand dairy processors have
dared to enter this category, Synlait has
always been among our most successful
having grown into one of the Southern
Hemisphere’s largest infant formula
manufacturers.
The challenges earlier this year
underscored the need to refocus our
efforts. That’s why operational stability
and quality performance are central to
our Big 6 for ’26.
Strengthening Synlait’s spirit
Culture is a core driver of performance,
shaping how people work together, solve
problems, and deliver results. That’s why
strengthening culture is also one of our
Big 6.
We have already laid a solid platform to
deliver that culture uplift, introducing the
Synlait Spirit in August 2025.
Our Safety, People and Culture team
collected more than 3,000 datapoints
from across the company that informed
Synlait Spirit’s creation and three values
that sit underneath it:
• Be the Difference: Think why first
– and never stop hunting for better
ways to deliver value.
• Move as One: All of us – one team,
with respect, getting it right, safely
together.
• Right on the Mark: Excellence always
– own it, act with courage, and dig
deep to deliver right, every time.
Our new values are designed to elevate
a high-performing culture. They set clear
expectations for how we work, how we
lead, and how we show up for each other.
These will not be just words on our walls
– the Synlait Spirit is being embedded
into our employment journey, leadership
development, and performance
conversations. This will drive how
everyone at Synlait thinks, connects and
delivers.
Ultimately, Synlait Spirit will support
increased personal accountability, create
a sense of belonging, and cement a high
standard as the way we do things.
CEO Review
Richard Wyeth
PAGE 08ANNUAL REPORT 2025
² The land and buildings at Richard Pearse Drive and Jerry Green Street are leased to Synlait.
3
The sale price is denominated in US dollars, so final consideration is subject to exchange rate movements. Final proceeds will also be subject to completion adjustments, as well as a
US$14m holdback from the purchase price, in case of certain claims under transaction documents, including warranty claims. The holdback is released to Synlait in stages over three years
from completion.
1
The full guidance statement can be found on page 16 of the investor presentation released alongside this annual report.
The world-class
Pōkeno facility.
Looking ahead:
Focus, discipline, delivery
FY26 is about lifting execution. We
are focused on doing the basics well,
consistently, and at scale.
This operational execution will uplift
our financial performance. Every dollar
saved through better planning, every
product delivered on time, every spec
met will contribute to the bottom line.
At this stage in Synlait’s journey,
profitability isn’t just a finance issue –
it’s an operational one.
We will continue to explore product
diversification but any new value
streams will be built on a foundation
of operational stability. Without that,
nothing else matters.
We have got the plan. The focus now
is performance, and I am confident of
success.
Regards,
Richard Wyeth
CEO
North Island divestment to result
in stronger and simpler Synlait
Synlait has entered into
a binding conditional
agreement to sell its world-
class assets to global
healthcare leader, Abbott.
The North Island assets primarily
consist of the Pokeno factory, the
blending and canning facility located
on Richard Pearse Drive, and the
warehousing facility on Jerry Green
Street².
The sale price is approximately
US$178 million (approximately
NZ$307 million)³.
The transaction recognises the
value of these world-class assets to
the right owner – Pōkeno is specially
configured to deliver for Abbott
which has been a Synlait customer
since 2020.
The proceeds will be used to
significantly reduce Synlait’s debt,
which would deliver on the Board’s
commitment to more fulsomely reset
the company’s balance sheet.
The transaction’s targeted completion
date is 1 April 2026. It is subject to
various conditions, including Synlait
obtaining shareholder consent, Abbott
receiving consent under the Overseas
Investment Act 2005 and, other
customary consents including
regulatory consent from Ministry for
Primary Industries.
Synlait’s majority shareholder, Bright
Dairy, which owns just over 65.25%
of the company, has stated that it
will irrevocably vote in favour of
the transaction which means the
shareholder approval condition will be
achieved.
A Notice of Meeting has been
prepared to inform shareholders
ahead of the vote which will take
place at Synlait’s Annual Meeting on
21 November 2025. The Notice of
Meeting contains detailed information
on the North Island asset sale, and its
effects on Synlait.
Our Big 6 for '26
Setting clear behavioural
expectations to rebuild a
high-performance, values-
led culture focused on
manufacturing excellence.
Strengthening
Culture
FY26 presents a valuable
reset for Synlait, with the entry
into an agreement to sell its
North Island assets. The sale
will strengthen the company’s
financial position, with the
proceeds used to significantly
reduce debt¹.
Financial
Performance
Delivering quality without
compromise, the first time,
every time.
Getting the basics right, every
time – through better planning,
execution, and process control.
Quality
Performance
Operational
Stability
Strengthening financial
resilience and simplifying
capital structure.
Financial
Resilience
Deliver consistent, high-quality
customer outcomes that build
trust, retention, and growth.
Customer
Satisfaction
Be the Difference | Move as One | Right on the Mark
PAGE 09ANNUAL REPORT 2025
FY25 was another year of solid growth for Dairyworks with overall gross
profit increasing 15% to $39 million ($34 million FY24). An uplift in the
export business was the key driver with new entry into Thailand and
Vietnam, a new partnership with Costco Australia and the launch of
Alpine into Foodservice Australia. Dairyworks is now the fastest growing
cheese brand in Woolworths Australia. Cost of living pressures resulted
in softer growth in New Zealand but product innovation (in collaboration
with Griffins) and a new butter reprocessing contract helped deliver uplift
at home too.
Synlait set a new record for UHT cream manufacturing this year,
producing 8.4 million 1-litre bottles at Dunsandel. Most went to China and
Southeast Asia, and the cream is now being distributed closer to home
– in Fiji. Its popularity was boosted by a full promotional calendar which
included New Zealand Trade and Enterprise’s ‘New Zealand Bakery
Breakthrough’ event with Prime Minister Christopher Luxon. Synlait’s
second-generation cream was also launched in China.
Another big year for UHT cream
Another solid year for Dairyworks
Strengthening culture is one of Synlait's Big 6 for '26. Our Safety,
People and Culture team canvassed people across the business. The
resulting 3,000 datapoints were distilled into the Synlait Spirit and its
three underlying values: Be the Difference, Move as One and Right on
the Mark. Each value is designed to drive behaviours that will move
the business forward with the Synlait Spirit being embedded into our
employment lifecycle so it truly drives the way our people think, connect
and deliver.
Engaging the Synlait Spirit
More than 300,000 native seedlings have now been grown and
distributed under our Whakapuāwai programme. Spanning more
than 40 species, most of these have been planted on our farmers’
properties – protecting waterways, regenerating wetlands, providing
shelter and boosting on-farm biodiversity. The programme also supports
community projects, alongside multiple schools and catchment groups.
Whakapuāwai delivers more than just environmental benefits – it
connects Synlait to communities across Canterbury and helps attract
new farmers to supply the company.
Whakapuāwai: changing Canterbury’s landscape
FY25 Business Milestones
Synlait is involved in the country’s first commercial rollout of technology
that can lower farms’ total CO2e emissions (which includes the
measurement of methane, nitrous oxide and carbon dioxide emissions)
by up to 5%. The technology was developed by Ravensdown and Lincoln
University, before being commercialised by Agnition. It uses Polyferric
Sulphate and Sulphuric Acid to treat effluent ponds. A pilot project of 10
Synlait farms in May 2025 delivered positive results. A further 40 farms
will now be treated. Synlait’s support of this technology has been pivotal
in enabling it to be commercialised.
Cutting on-farm emissions with EcoPond™
The Synlait Advantage: our on-farm offering
FY25’s urgent need to retain milk saw Synlait take stock of what farmers
value about supplying our business. The result was a redefined value
proposition, The Synlait Advantage, with four pillars of support. The first,
‘No Call Centres’ reflects our personal approach – each farm has an
Area Manager they call directly. ‘Adding Value’ reflects how we enable
farmers to earn more for their milk. With the highest ratio of field staff to
farmers of any processor, ‘Market-Leading On-Farm Support’ is our third
pillar and lastly, ‘Commercially-smart Sustainability’ speaks to our ability
to keep farmers ahead of future sustainability requirements.
PAGE 10ANNUAL REPORT 2025
Our Executive Leadership Team
¹ Richard Wyeth joined as Chief Executive Officer on 19 May 2025.
² Tim Carter, CEO of Dairyworks, served as Acting CEO of Synlait from 21 October 2024 to 18 May 2025.
³ Paul Mallard has resigned as Chief Operating Officer, and will leave Synlait in December 2025.
Richard Wyeth¹
CEO
Andy Liu
Chief Financial
Officer
Glenn Laing
Director of
Manufacturing
Stephanie Manning
Director of Safety,
People and Culture
Rob Stowell
Chief Commercial
Officer
Paul Mallard³
Chief Operating
Officer
Hila Mory
General Manager
Quality
Naiche Nogueira
Chief Revenue
Officer
Abby Ye
President China and
Director of Foodservice
Charles Fergusson
Director On-Farm
Excellence, Business
Sustainability and
Corporate Affairs
Tim Carter²
Dairyworks CEO
Paul McGilvary
• People, Environment
& Governance
Committee Chair
• Audit & Risk
Committee Member
• Nominations Sub-
Committee Member
Paul Washer
• Audit & Risk
Committee Chair
• People, Environment
& Governance
Committee Member
• Nominations Sub-
Committee Member
Leon Fung
• People, Environment
& Governance
Committee Member
Edward Yang
• People, Environment
& Governance
Committee Member
• Nominations Sub-
Committee Member
Julia Zhu
• Audit & Risk
Committee Member
Tao Zhang
• Audit & Risk
Committee Member
George Adams
• Audit & Risk
Committee Member
• Nominations Sub-
Committee Member
Independent DirectorsBright Dairy Appointed DirectorsChair
Our Board of Directors
PAGE 11ANNUAL REPORT 2025
Synlait’s Whakapuāwai programme has distributed
more than 300,000 native plants across Canterbury.
Statutory Information
1. Business Operations
Synlait is a nutrition company. It combines expert farming with state-of-the art
processing to produce Advanced Nutrition, Foodservice, and Ingredient products.
In the year to 31 July 2025, Synlait made no changes to its company structures.
In April 2024, Synlait initiated a strategic review of its North Island assets –
including its manufacturing facility in Pōkeno and its blending and canning facility in
Auckland – as part of its business recovery plan. The review explored a wide range
of options, including alternative ownership structures, mothballing the Pōkeno plant,
and how to balance its capability to process both dairy and plant-based proteins.
On 9 September 2024, Synlait announced that the Board had decided to focus
Pōkeno’s operations solely on producing advanced nutrition products that do not
require raw milk. This decision followed the strategic review, which found that
alternating between processing plant-based proteins and raw dairy milk at Pōkeno
was hindering operational efficiency.
In FY25, Synlait had 54 Waikato-based farmer suppliers, reducing to 39 in FY26.
Farmer suppliers can remain with Synlait until the end of their supply agreements,
with Open Country now responsible for milk collection and processing.
PAGE 12ANNUAL REPORT 2025
2. Directors
Synlait’s Directors are profiled on our website: synlait.com/people/
This table sets out the people that held office (or ceased to hold office) as a Director of Synlait and its subsidiaries during
the year ending 31 July 2025:
3. Director Interests
The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140 of the
Companies Act 1993.
Entries which are italicised indicate new disclosures during the year ended 31 July 2025.
Company Directors Appointed
Synlait Milk Limited
Synlait Milk Finance Limited
George Adams (Chair)Independent21 March 2024
Leon FungBright Dairy Appointed3 June 2024
Paul McGilvaryIndependent24 January 2022
Paul WasherIndependent2 December 2022
Sihang Yang (Edward)Bright Dairy Appointed11 November 2010
Tao ZhangBright Dairy Appointed26 February 2024
Yi Zhu (Julia)Bright Dairy Appointed19 June 2023
CompanyDirectors
The New Zealand Dairy
Company Limited
Grant Watson1
Robert Stowell
Eighty Nine Richard Pearse
Drive Limited
Grant Watson1
Robert Stowell
Synlait Business Consulting
(Shanghai) Co., Ltd
Grant Watson1
Robert Stowell
Paul Mallard
Dairyworks LimitedGrant Watson1
Timothy Carter
Synlait Milk (Dunsandel Farms) LimitedGrant Watson1
Robert Stowell
Synlait Milk (Holdings) No.1 Limited Grant Watson1
Robert Stowell
Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing
Rules, the commentary to recommendation 2.4 in the NZX Corporate Governance Code and its Board Charter and is
satisfied its Independent Directors meet the requirements for independence.
George Adams
Chair and Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Chair and Director and Shareholder Insightful Mobility Limited
Chair and Director Netlogix Group Holdings Limited
Chair and Director Bremworth Limited²
Director and Shareholder Arborgen Holdings Limited
Chair, Director and Shareholder Apollo Foods Limited
Director The Apple Press Limited
Director Mars Manufacturing Limited
Director and Shareholder Apollo Brands Limited
Chair and Director NZFF Holdco Limited
Chairman Business Leaders Health and Safety Forum³
H&S Impact Fund Advisor for Accident Compensation Corporation
Chair and Director Redshield Limited⁴
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Board of Directors
Leon Fung
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Chief Executive Officer NIG Nutritionals Limited
Director and Shareholder Auspocean Limited
Director Silver Fern Biotech & Products Limited
Director and Shareholder MTC Information Technology NZ Limited
Director and Shareholder Tec-Pe New Zealand Limited
Director and Shareholder Beverly Hills Asset Management Limited
Director Gambol Pet Food (New Zealand) Co., Limited⁵
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
² George Adams resigned from Bremworth Limited on 7 July 2025.
³ George Adams resigned from Business Leaders Health and Safety Forum May 2025.
⁴ George Adams joined as Chair and Director of Redshield Security Limited on 1 April 2025.
⁵ Leon Fung joined as Director Gambol Pet Food (New Zealand) Co., Limited on 19 December 2024.¹ Grant Watson resigned as Chief Executive Officer and Director of associated Synlait subsidiary companies on 20 October 2024.
PAGE 13ANNUAL REPORT 2025
Paul McGilvary
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director New Zealand Hops Limited
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Paul Washer⁶
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Chief Financial Officer Pact Group Holdings (Australia) Pty Ltd
6
Director Pact Group Holdings Limited
6
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Sihang Yang (Edward)
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Tao Zhang
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Yi Zhu (Julia)
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Richard Wyeth⁸
Director and Shareholder Rise Corporation Limited
Director and Shareholder Ngaranui 2024 Limited
Executive Leadership Team
Timothy Carter⁹
Director Dairyworks Limited
Director and Shareholder Niko Holdings 2003 Limited
Shareholder Tatahi Holdings Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Andy Liu
10
Shareholder Synlait Milk Limited
Paul Mallard
Director Synlait Business Consulting (Shanghai) Co., Ltd.
Robert Stowell
Director Synlait Milk (Dunsandel Farms) Limited
Director Eighty Nine Richard Pearse Drive Limited
Director The New Zealand Dairy Company Limited
Director Synlait Milk (Holdings) No.1 Limited
Director Synlait Business Consulting (Shanghai) Co., Ltd.
Director and Shareholder Orange Homes (2022) Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Grant Watson
11
Director Dairyworks Limited
10
Director Synlait Milk (Dunsandel Farms) Limited
10
Director Eighty Nine Richard Pearse Drive Limited
10
Director The New Zealand Dairy Company Limited
10
Director Synlait Milk (Holdings) No.1 Limited
10
Director Synlait Business Consulting (Shanghai) Co., Ltd.
10
Shareholder 365 Ventures Limited
10
Insurance cover arranged by Synlait Milk Limited
10
Deed of Indemnity and Access from Synlait Milk Limited
10
⁸ Richard Wyeth joined as Chief Executive Officer on 19 May 2025.
⁹ Tim Carter, CEO of Dairyworks, served as Acting CEO of Synlait from 21 October 2024 to 18 May 2025. During this period, Dairyworks CFO Aaron Kenny assumed the role of
Acting CEO of Dairyworks.
10
Andy Liu joined as Chief Financial Officer on 14 August 2024.
11
Grant Watson resigned as Chief Executive Officer and Director of associated Synlait subsidiary companies on 20 October 2024.
⁶ Paul Washer has advised that he will retire by rotation from the Board of Synlait at the 2025 Annual Meeting.
⁷ Pact Group Holdings Limited is the ultimate holding company of a number of subsidiaries, some of which, Paul Washer is also a Director and/or Shareholder of. Pact Group, via
its subsidiaries Alto Packaging Limited, Astron Plastics Limited and VIP Plastic Packaging (NZ) Limited, is a supplier to Synlait on normal terms of trade. There is a protocol in
place whereby Paul Washer abstains from all Board discussions and decisions involving the supply agreements between Synlait and Pact Group.
PAGE 14ANNUAL REPORT 2025
4. Director Remuneration
There was no change to the fees paid to Directors of Synlait this financial year. The fees received by Directors,
as approved by shareholders on 27 November 2019 and effective 1 April 2020, are:
5. Director Holdings
This table sets out the relevant interests held by Directors during the period in securities issued by Synlait:
RoleFee
Directors, excluding the Chair and Committee Chairs$88,900
Board Chair$178,000
Audit and Risk Committee Chair$104,150
People Environment and Governance Committee Chair$100,900
This table sets out the total remuneration and the value of other benefits received by Synlait Directors during the year
ended 31 July 2025:
DirectorRole Remuneration
George AdamsIndependent Director
Board Chair
$178,000
Paul McGilvaryIndependent Director
Chair of People, Environment and Governance Committee
$100,900
Paul WasherIndependent Director
Chair of Audit and Risk Committee
$104,150
Leon FungBright Dairy Appointed Director$88,900
Sihang Yang (Edward)Bright Dairy Appointed Director$88,900
Tao ZhangBright Dairy Appointed Director$88,900
Zhu Yi (Julia)Bright Dairy Appointed Director$88,900
Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiary companies.
DirectorSecurities held (legally or beneficially) as at 31 July 2025Securities held (legally or beneficially) as at 31 July 2024
George Adams00
Leon Fung0 0
Paul McGilvary3,500 ordinary shares3,500 ordinary shares
Paul Washer0 0
Sihang Yang (Edward)00
Tao Zhang00
Yi Zhu (Julia)00
PAGE 15ANNUAL REPORT 2025
6. Employee Remuneration
During the year ended 31 July 2025, 549 employees (including former employees) of Synlait and its subsidiaries (not
being Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more,
information includes overtime and company contribution to KiwiSaver, as set out below:
Salary bracket ($)Number of employees
100,000 – 109,999 81
110,000 – 119,99996
120,000 – 129,99986
130,000 – 139,99975
140,000 – 149,99944
150,000 – 159,99936
160,000 – 169,99929
170,000 – 179,99913
180,000 – 189,99918
190,000 – 199,99913
200,000 – 209,9995
210,000 – 219,99912
220,000 – 229,9994
230,000 – 239,9992
240,000 – 249,9997
250,000 – 259,9991
260,000 – 269,9992
270,000 – 279,9994
280,000 – 289,9991
290,000 – 299,9991
330,000 – 339,9991
340,000 – 349,9993
350,000 – 359,9992
360,000 – 369,9993
420,000 – 429,9992
440,000 – 449,9991
520,000 – 529,9991
590,000 – 599,9991
650,000 – 659,9992
670,000 – 679,9991
990,000 – 1,000,0001
1,710,000 – 1,719,9991
Synlait’s Strategic Remuneration policy is approved by Synlait’s People, Environment and Governance Committee. That
Committee also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the Executive
Leadership Team.
Chief Executive Officer Remuneration
The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2025:
RemunerationGrant Watson
12
Timothy Carter
13
Richard Wyeth
14
Salary$666,000$539,332$182,692
KiwiSaver$49,707$16,680$10,961
LT I000
STI000
Other remuneration
15
$1,003,28600
Total$1,718,993$556,012$193,653
7. Donations
Dairyworks Limited, a wholly owned subsidiary of Synlait, made cheese donations to a value of $33,519 in the year to 31
July 2025. These were the only donations made by the Synlait Group in the financial year.
8. Auditors
In the year to 31 July 2025, Synlait’s total payments to its auditors KPMG were as follows:
KPMG service included in administration and operating expenses
Statutory audit fee$565,000
Half year accounts review $75,000
Bright Group financial audit$250,000
Other assurance services$130,000
Total$1,020,000
12
Grant Watson resigned as Chief Executive Officer on 20 October 2024.
13
Tim Carter, CEO of Dairyworks, served as Acting CEO of Synlait from 21 October 2024 to 18 May 2025.
14
Richard Wyeth joined as Chief Executive Officer on 19 May 2025.
15
Other remuneration includes annual leave and discretionary payments.
PAGE 16ANNUAL REPORT 2025
9. Stock Exchange Listings
Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML).
On 24 November 2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code: SM1).
As an ASX foreign exempt issuer, Synlait complies with the NZX Listing Rules (other than as waived by NZX Regulation)
and is exempt from complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15.
In December 2019, Synlait issued $180 million of unsecured, subordinated, fixed rate bonds with an interest rate of 3.83%
per annum. These securities were quoted and traded on the NZX Debt Market (ticker code: SML010).
In November 2020, Synlait successfully completed a $200 million equity raise to complete the investment phase of its
strategy and strengthen its balance sheet. The equity raise comprised of a $180 million underwritten placement at a fixed
price of NZ$5.10 per share and a $20 million underwritten share purchase plan at the same share price.
In September 2024, Synlait announced and completed a recapitalisation, which included aggregate new equity of $217.8
million, with its two largest shareholders. The recapitalisation required a Special Shareholders’ Meeting which was held
on Wednesday 18 September 2024. Shareholders approved by way of ordinary resolutions the issuance of approximately
$217.8 million of new equity capital by way of:
• A $185 million issue of shares to Bright Dairy Holding Limited (Bright Dairy) at an issue price of $0.60 (a 100%
premium to the closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last
undisturbed share price prior to announcement of the settlement with The a2 Milk Company and its support of
Synlait’s equity raise, and a 40% premium to the issue price of $0.43 for the a2MC placement)), which increased its
shareholding in Synlait from 39.01% to 65.25% (Bright Dairy placement); and
• A $32.8 million issue of shares to The a2 Milk Company Limited (a2MC) at an issue price of $0.43 (a 43% premium
to the closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed
share price prior to announcement of the settlement with a2MC and its support of Synlait’s equity raise), which
resulted in its holding of 19.83% being retained (a2MC placement). The settlement with a2MC and a2 Infant Nutrition
Limited announced on 16 August 2024 was conditional on a number of matters including the Bright Dairy placement
and a2MC placement and accordingly has been included in the resolution to approve the a2MC placement.
The shares were issued to Bright Dairy and The a2 Milk Company on Tuesday 1 October 2024.
The placement of shares to Bright Dairy triggered a change of control event in relation to the SML010 bonds. Following
the change of control event, holders of the SML010 bonds had a 10-working day period to elect to have their bonds
redeemed. Following the elections, holders holding approximately $169 million of the $180 million bonds elected to have
their bonds redeemed early on Wednesday 13 November 2024. The remainder of the bonds matured on Tuesday 17
December 2024.
10. Top 20 Security Holders and Substantial Security Holders
Synlait had the following securities on issue as at 31 July 2025:
• 603,198,098 ordinary shares
Set out below are Synlait’s largest shareholders as at 31 July 2025:
Number of shares held
Percentage of ordinary
shares on issue
01. Bright Dairy Holding Limited393,599,93865.3%
02. The a2 Milk Company Limited119,635,61319.8%
03. Lowquest Pty Ltd5,829,1411.0%
04. XSTAR Fund Management5,328,2760.9%
05. John Penno5,109,8030.8%
06. L S Keeper1,975,0000.3%
07. Philip Lennon1,800,0000.3%
08. Accident Compensation Corporation1,407,9310.2%
09. Paul & Bronwyn Lancaster1,055,6230.2%
10. Juanjuan Wang1,018,0000.2%
11. Jingli Fan962,3100.2%
12. Therese Roche900,0000.1%
13. Horo Holdings Limited530,0000.1%
14. Christopher Maw515,2680.1%
15. Rangatira Trust513,0380.1%
16. Craigs Investment Partners Limited511,0110.1%
17. Phuong Thi Ngoc Duong473,3250.1%
18. Jacob Roche468,3240.1%
19. John & Anne Belcher448,2360.1%
20. Yuzhi Gao416,5590.1%
Total 542,497,39689.9%
According to notices given under section 280(1)(b) of the Financial Markets Conduct Act 2013, the following are Synlait’s
substantial product holders as at 31 July 2025. The number of shares owned is as advised by the shareholder in their last
Substantial Security Holder Notice.
Substantial product holderNumber of ordinary shares in
which relevant interest is held
Percentage of total
ordinary shares on issue
Bright Dairy Holding Limited393,599,93865.3%
The a2 Milk Company Limited119,635,61319.8%
Total513,235,55185.1%
PAGE 17ANNUAL REPORT 2025
11. Spread of Product Holders
The spread of Synlait’s ordinary shareholders as at 31 July 2025 is as follows*:
13. NZX Waivers
Governance Arrangements
During the reporting period, Synlait continued to rely on waivers previously granted by NZX Regulation Limited (“NZ
RegCo”) (and its predecessor) from certain NZX Listing Rules. These waivers permitted Synlait’s Constitution and Board
composition to reflect non-standard governance arrangements, including:
• The right for Bright Dairy Holding Limited (“Bright Dairy”) to appoint four directors to the Board (even when holding
less than 50% of shares),
• Exemptions from director rotation and removal requirements for Bright Dairy appointees,
• The requirement for three Independent Directors (rather than two under the NZX Listing Rules),
• Provisions regarding alternates and the appointment/voting rights of the Managing Director or Board Appointed
Director,
• Other related governance matters as previously disclosed in prior annual reports and offer documents.
These governance waivers were subject to conditions, including Bright Dairy maintaining a shareholding between
39.119% and 50% (inclusive), and Synlait maintaining a Non-Standard (NS) designation to notify the market of its unique
governance arrangements.
The governance waivers were relied upon until 1 October 2024, when Synlait completed a significant equity capital raise
and refinancing, resulting in Bright Dairy increasing its shareholding above 50%. At that point, the special governance
arrangements and associated waivers ceased to apply, and the relevant provisions in Synlait’s Constitution were deleted
or became redundant in accordance with their terms.
Following this change:
• Synlait’s governance arrangements reverted to compliance with the Companies Act 1993 and the NZX Listing Rules,
• All special constitutional rights for Bright Dairy ceased to apply,
• The Non-Standard (NS) designation, which had been a condition of the governance waiver, was removed by NZ
RegCo effective 23 December 2024.
Major Transactions
On 29 May 2024, Synlait was granted a waiver by NZ RegCo from NZX Listing Rule 5.1.1(b), to the extent required to allow
Synlait to enter into certain “Relevant Contracts” during a period of 12 months from the date of the waiver and perform
the Relevant Contracts without needing to obtain shareholder approval (“Major Transaction Waiver”). This waiver was
relied upon throughout most of the financial year ended 31 July 2025 and expired on 29 May 2025. A new waiver on
analogous terms was subsequently issued on 29 July 2025, permitting Synlait to continue entering into and performing
12. Credit Rating
Synlait does not have a credit rating.
Size of holding Number of investors Percentage of investors Total number of shares Percentage issued
1 – 1,0002,30240.00%999,0140.17%
1,001 – 5,0002,01635.03%5,334,7930.88%
5,001 – 10,00061010.60%4,672,7210.77%
10,001 – 50,000 62910.93%13,205,1672.19%
50,001 – 1,000,0001863.23%26,835,9734.45%
1,000,001 and over 120.21%552,150,43091.54%
Total5,755100.00%603,198,098100.00%
* Based on the data of registered holders.
PAGE 18ANNUAL REPORT 2025
Relevant Contracts without shareholder approval for a further 12-month period. NZ RegCo noted that the 2025 Waiver
covers routine renewals or rollovers of key Relevant Contracts previously entered under the 2024 Waiver.
A condition of each Major Transaction Waiver is that the waiver, its conditions, and implications are disclosed in Synlait’s
annual report for the relevant financial year, including this report for the year ended 31 July 2025. NZ RegCo published
the Non-Interested Directors’ certificate to market alongside publication of the waiver decision.
The Major Transaction Waivers provide relief from NZX Listing Rule 5.1.1(b) as set out below (with the conditions):
Waiver from Rule 5.1.1(b): To the extent required to allow Synlait to enter into Relevant Contracts during a period of 12
months from the date of the waiver and perform the Relevant Contracts without needing to obtain shareholder approval
by ordinary resolution.
Conditions: The Major Transaction Waivers are subject to the following conditions:
• Synlait’s Non-Interested Directors certify to NZX that the granting of the waiver is in the best interest of each of (i)
Synlait, and (ii) Synlait’s shareholders as a whole;
• Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts will (i) not significantly change the nature
of Synlait’s business, and (ii) be in the ordinary course of Synlait’s business;
• Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts are in the best interest of each of (i)
Synlait, and (ii) Synlait’s shareholders as a whole;
• Synlait’s Non-Interested Directors include in the certificate a summary of the core grounds for the certifications given
under each limb of the three conditions described above;
• Synlait’s Non-Interested Directors certify to NZX that entry into and performance of one or more Relevant Contracts
is not, and will not be, a major transaction requiring shareholder approval of Synlait’s shareholders for the purposes
of the Companies Act 1993; and
• the waiver and its conditions and implications are disclosed in Synlait’s annual report for the financial year ending 31
July 2025.
Implications: The Major Transaction Waivers note that the policy behind NZX Listing Rule 5.1.1(b) is to regulate those
transactions which have a value that represents a majority of the equity that investors hold in the issuer and, as a result,
are deemed to be so significant to the issuer, and therefore so likely to impact shareholders’ interests, that shareholders
should have an opportunity to consider the transaction and exercise their right to vote before the transaction can
take effect. The waivers were sought because the application of NZX Listing Rule 5.1.1(b) in respect of entry into and
performance of the Relevant Contracts would otherwise impose an unreasonable and disproportionate restriction on
Synlait’s ability to enter into long-term and multi-year arrangements that are part of its primary business undertakings.
The Major Transaction Waivers allow Synlait to enter into Relevant Contracts without the need for shareholder approval,
meaning a shareholder meeting will not need to be called and shareholders will not have the opportunity to vote on
whether Relevant Contracts are entered into by Synlait. Relevant Contracts are contracts entered into and performed by
Synlait or any of its subsidiaries as part of its primary business undertakings (ordinary course) and which are principally:
• for the purchase and payment for dairy products or non-dairy nutritional products;
• for the purchase and payment for products, raw materials or services involved in the manufacture and sale of dairy
products and non-dairy nutritional products; or
• with a customer for the supply by a Synlait group member of dairy products or non-dairy nutritional products
derived from, or manufactured using, dairy products or non-dairy nutritional products or raw materials supplied to
a Synlait group member,
to the extent that such Relevant Contract:
• is entered into in the 12-month period after the date of the waiver;
• has a Gross Value of more than 50% of Synlait’s Average Market Capitalisation;
• and is a transaction or series of related transactions falling within, or in connection with, the transactions
described above.
Synlait’s Non-Interested Directors have certified to NZX that:
• the granting of the waiver is in the best interest of each of Synlait and Synlait’s shareholders as a whole;
• the Relevant Contracts will not significantly change the nature of Synlait’s business and will be in the ordinary
course of Synlait’s business;
• the entry into and performance of one or more Relevant Contracts is not, and will not be, a major transaction
requiring shareholder approval of Synlait’s shareholders for the purposes of the Companies Act 1993. Outside
the scope of the waiver, NZX Listing Rule 5.1.1 continues to apply, and the Companies Act 1993 major transaction
protections remain unchanged.
A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the Investor Centre
on Synlait’s website. They are also available at nzx.com and asx.com.au under the ticker codes “SML” and “SM1”,
respectively.
PAGE 19ANNUAL REPORT 2025
14. NZX Corporate Governance Code
Synlait’s statement on the extent to which Synlait has followed the recommendation in the NZX Code during the year to
31 July 2025 can be found at: synlait.com/investors/corporate-governance
Synlait’s operating subsidiaries operate largely independently from Synlait. Synlait does not require them to comply with
the recommendations in the NZX Code.
17. Board Skills Matrix
15. Gender Composition
This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to the CEO) as at 31
July 2025. The prior year’s comparison is in brackets.
16. Performance Against Diversity Policy
Synlait’s Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate
strategies and measurable objectives. We aim to achieve three main goals:
• Workforce diversity – employ, develop and retain more women and Māori.
• Diversity through leadership – empower and equip our people leaders to recruit, develop and retain a diverse and
competent workforce.
• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their
potential, and thereby increase employee retention.
To help us meet these goals we have our Mātua (Parental Leave) Policy and our Tāwariwari (Flexible Working) Policy,
and report to the Board on candidate diversity. Our success will be measured against the following as at the end of FY25.
The prior year’s comparison is in brackets.
Group FemaleMale Total
Board 1 (1)6 (6)7 (7)
Officer 3 (2)8 (5) 11 (7)
Total41418
MeasureProgress at as 31 July 2025
Reduction of the gender pay gap to ≤ 5%Median 14%, Average 8.7% (Median 11%)
40-50% of leadership positions (people leaders, supervisors, specialist roles and
senior leadership) held by women
41.3% (43%)
No regretted losses of high potential female employees9 (4)
Number of Directors
(Total 7)
Level of capability
Capability DescriptionHighMedium
Consumer ProductsExperience as a senior executive in, or as a professional advisor
to, consumer products businesses, including sales and marketing,
product innovation and supply chain.
Data and TechnologyExperience in the implementation of digital transformation or
new digital product development, including digital marketing and
commerce and leveraging data and technology in a consumer
products business.
Financial AcumenUnderstanding of financial statements and reporting, key
drivers of financial performance, corporate finance and internal
controls.
Food and Manufacturing
Safety and Quality
Technical or managerial experience relating to food, food product
development and development and/or implementation and
management of safe practices for the sourcing, production, transport
and distribution of foods.
GovernanceExperience in and commitment to the highest standards of corporate
governance, including as a non-executive director of a listed company,
large or complex organisation or government body, or through former
C-suite executive experience in a large organisation.
International Business
Experience
Experience as a senior executive in, or as a profession adviser to,
international businesses and exposure to global markets and a range
of different political, regulatory and business environments.
LeadershipExperience in a senior management position in a listed company,
large or complex organisation or government body, including
experience in leading strategy development and execution.
Health and SafetyExperience in development of health, safety and wellbeing
frameworks and risk-management tools at large organisations, or
experience in health & safety leadership positions.
People and CultureLeadership experience in the oversight, development and
implementation of people and culture programmes at large
organisations, people management, development and succession
planning, setting remuneration frameworks and promoting diversity
and inclusion.
Risk ManagementExperience in identification, assessment, monitoring and management
of material financial and non-financial risks and understanding,
implementation and oversight of risk management frameworks and
controls.
StrategyExperience in strategic oversight, including the development and
implementation of strategic plans for organisations of similar scale and
complexity.
SustainabilityKnowledge, understanding or experience in sustainable practices to
manage the impact of business operations on the environment and
community and the impact of climate change on business operations.
Industry Involvement
and Advocacy
Experience in being a leading voice within the food or consumer
goods industry.
PAGE 20ANNUAL REPORT 2025
From left, Farmers Leadership Team members Roseanne Megaw,
Susie Woodward and Chair Adam Williamson alongside Hannah Lynch
(Head of Milk Supply, Strategy and Corporate Affairs) at Synlait’s
Farmer Conference in June 2025.
PAGE 21ANNUAL REPORT 2025
CFO Review
Below is a detailed summary of
Synlait’s financial result for the
12 months ended 31 July 2025.
In this finance review Synlait’s
performance is detailed under
our four business units which are:
With a high quality milk pool and infant-
formula grade dryers, Synlait’s bulk
ingredients portfolio delivers year-round
consistency. Products, including milk
powders and AMF, are sold to manufacturers
for use in a range of applications.
Ingredients
This strategic product category delivers
high-value, formulated products in bulk
and in consumer-ready formats, tailored to
all ages – from early life to adult nutrition.
Advanced Nutrition
A range of fresh milk, butter, cream and
cheese products produced and sold
under the Dairyworks, Rolling Meadow,
Alpine, Pams and Value brands.
Consumer
Manufactured from our high-quality milk
pool in Dunsandel, Synlait’s UHT cream
delivers increased stability and is sold for
out-of-home consumption in a range of
settings – including bakeries, cafés and
beverage chains.
Foodservice
Andy Liu
Financial Performance
FY25 marked a pivotal year for Synlait, as we successfully reversed the decline experienced in FY24 through a
disciplined focus on profitable volume growth, cost control, and cash conversion. Revenue increased by 12% year-on-year
to $1.8 billion. Reported EBITDA improved significantly to $50.7 million, up from a loss of -$4.1 million in FY24,
while underlying EBITDA more than doubled to $107.2 million.
Operating cash flow strengthened to $165.5 million, compared to -$47.2 million in the prior year.
Net debt was reduced to $250.7 million, down from $551.6 million in FY24, following the balance sheet reset. The
strategic divestment of our North Island assets, once completed, is expected to further support debt reduction and
enhance overall financial performance.
Key Metrics
Key financial metrics1
Currency as stated (in millions)FY22FY23FY24FY25% changeTotal change
Income statement
Revenue 1,661 1,604 1,637 1,82712%191
Gross profit1471445610588%49
EBITDA
2
13291(4)511,322%55
EBIT
2
6531(183)(6)97%176
NPAT39(4)(182)(40)78%142
Net cash from/(used in) operating activities23339(47)166451%213
Balance sheet
Capital employed1,0901,2041,1561,040(10%)(117)
Net operating assets
3
9951,2051,1251,008(10%)(118)
Return on net operating assets6%3%(16%)(0.6%)n.a15%
Net return on capital employed (pre-tax)6%3%(16%)(0.6%)n.a15%
Debt/debt + equity (excl. derivatives)30%34%48%24%n.a23.2%
Net debt/EBITDA⁵3x5x(133x)5x104%n.a
Earnings per share18c(2c)(83c)(7c)91%76c
Average FX conversion rate (NZD:USD) 0.6732 0.6446 0.6268 0.5963 --
Base milk price9.308.227.8310.1630%2.33
Total milk price (kgMs)
4
9.598.498.1110.6631%2.55
¹ The group uses several non-GAAP measures when discussing financial performance. Management believes these measures provide useful insight on the performance of the
business, to analyse trends and to assist stakeholders in making informed decisions.
² EBIT is calculated by excluding financing costs and income tax, with EBITDA also excluding depreciation, amortisation, and non-cash impairment accordingly. A reconciliation
of EBIT and EBITDA is provided in this CFO Review.
³ Net operating assets includes current assets, property, plant, and equipment, right-of-use assets, and intangible assets. It deducts trade payables and excludes capital work in
progress, derivative balances, loans and borrowings, goodwill, and tax balances.
⁴ Total milk price for Synlait Milk suppliers on standard milk supply contract, includes milk value, seasonal incentives and secured premiums. This is a milk season reflective
payment that runs 1 June to 31 May. Further detail can be found on page 24.
⁵ Net debt calculation excludes lease liabilities.
PAGE 22ANNUAL REPORT 2025
Sales & Gross Profit Performance
Total revenue reached $1.8 billion, an increase of $191 million, driven by the higher commodity prices. Total production
in metric tonnes (MT) was in line with FY24. Increased Advanced Nutrition and Foodservice volumes offset strategically
lower Ingredients volumes due to planned production changes in our North Island assets. There has been an
encouraging improvement in gross margins, with a nearly 70% increase compared with last year.
FY25FY24
Reported EBITDA50.7(4.1)
Onerous contract expense on North Island milk sales14.7-
Costs relating to power outage5.6-
Manufacturing challenges243.5-
North Island divestment transaction cost2.7-
Supply chain and transaction costs-25.2
Impact of product costing methodology-17.1
Inventory losses resulting from ERP implementation-7.0
Total EBITDA adjustment56.549.3
Underlying EBITDA107.245.2
Reported NPAT(39.8)(182.1)
EBITDA adjustments as above56.549.3
Impairment of assets-114.6
Plus tax impact of above items(15.9)(42.2)
Total NPAT adjustment40.6121.7
Underlying NPAT0.8(60.4)
¹ Related to Synlait ceasing North Island milk collection, with the existing contracted farms’ milk collected and processed by Open Country. Part of this loss results from Synlait’s
committed 5 cents one-off incentives for 2024/2025 season. $4.7 million loss covers the whole contract period from 2024/2025 to 2025/2026 season.
² Related to largely resolved manufacturing challenges which resulted in additional one-off costs.
³ Gross profit not attributable to business units is not included.
⁴ To improve comparability of financial information, FY24 Advanced Nutrition gross margin has been adjusted to reflect a minor misallocation of SG&A costs.
Advanced
Nutrition
Ingredients
Consumer
Foodservice
Total
FY25
Production volume (MT)39,997107,51956,1008,471212,087
Revenue ($ millions)526677376451,624
Gross profit ($ millions)95.013.139.0(4.6)142.5
FY244
Production volume (MT)30,516120,64358,0234,421213,603
Revenue ($ millions)488635337241,483
Gross profit ($ millions)73.9(13.5)30.6(5.4)85.6
% Change
Production volume (MT)31%(11%)(3%)92%(1%)
Revenue ($ millions)8%7%12%91%10%
Gross profit ($ millions)29%197%28%16%67%
Underlying gross profit by business unit³
Advanced Nutrition
Advanced Nutrition revenue was up 8% to $526 million, driven by increased customer demand as well as the successful
commercialisation of new products. Net production was up 31% to 39,997 MT. Gross margin was up 29% driven by
volume increases, new products, favourable FX conditions, and higher lactoferrin volumes sold as last year’s stock is
run down.
Lactoferrin production was high in FY24, this carried through to FY25 with only 2 MT decrease in production volume
year-on-year.
Ingredients
Ingredients production volumes decreased 11% year-on-year to 107,519 MT. This reflects the strategic exit of raw milk
processing in the North Island which has resulted in a gross margin uplift for this business unit. Despite reduced volumes,
revenue increased 7% to $677 million, due to high commodity prices driving a high milk price. Ingredients’ gross profit
improved significantly, driven by enhanced foreign exchange risk management, stronger controllable performance
through optimised sales phasing and a reduction in the volume of downgraded ingredients sold at discounted rates.
Performance was hindered by strong whole milk powder commodity pricing affecting stream returns, particularly during
the second half.
Consumer
Revenue increased by 12% to $376 million, while production volumes declined by 3% to 56,100 MT, reflecting the
business’s resilience in navigating elevated commodity price conditions. Notably, the business re-entered the butter
category at the end of the 2025 financial year, positioning itself for future growth in value-added dairy offerings.
Gross margin improved by 28%, supported by the continued strength of Dairyworks’ export strategy, which delivered
solid international performance. The domestic market remained subdued, with consumer demand impacted by ongoing
cost-of-living pressures. Margin expansion in the liquid milk segment also contributed positively to overall profitability.
Foodservice
Production volumes increased 92% to 8,471 MT as UHT cream product sales accelerated. Revenue increased
accordingly to $45 million, a 91% increase. While the business unit is still loss-making, gross profit improved 16% due
to a higher plant utilisation rate. High fat pricing remained unfavourable in FY25.
Reconciliation of reported to underlying EBITDA and NPAT ($m)
PAGE 23ANNUAL REPORT 2025
Milk Price & Milk Supply
In FY25, Synlait received 83.9 million kgMS from contracted suppliers, which remained largely flat (0.6 million kgMS
decrease on FY24), despite a reduction in the number of farms supplying Synlait, predominately in the North Island.
11 new farms joined the South Island supplier base on 1 June 2025, and favourable climate conditions contributed to
strong yields on-farm.
This outcome underscored the business’s resilience and the effectiveness of its milk retention programme in the
South Island, where a significant majority of farmer supplier cessation notices were reversed.
For the 2024/2025 season, Synlait set a final base milk price of $10.16 per kgMS (up from $7.83 per kgMS in 2023/2024),
with an additional $0.30 per kgMS paid through incentive and premium programmes such as a2, Lead With Pride™, and
winter milk. These brought the average total milk price to $10.46 per kgMS, reflecting the company’s ongoing support for
suppliers through competitive pricing and a robust advance rate structure.
In addition, as part of our milk retention programme, a one-off $0.20/kgMS secured milk premium was introduced for
South Island farmers who did not have cessation notices in place on 31 May 2025. An additional $0.05/kgMS premium
was introduced for North Island farmers at the same time. Both of these premiums will be paid in September 2025.
Operating Expenditure
Synlait delivered a strong performance in cost management, underscoring our commitment to operational efficiency
and financial discipline. Unadjusted Selling, General, and Administrative (SG&A) expenses – including Dairyworks –
decreased by $8.3 million to $125.7 million, despite ongoing inflationary pressures. This result reflects the execution
of targeted cost-saving initiatives, which are now embedded as part of our permanent operating model.
Key contributors to these sustainable savings included reductions in consultancy and legal fees ($10.5 million),
employee and contractor costs ($2.5 million), site services ($7.9 million), and depreciation ($2.8 million). These
gains were partially offset by an increase in freight and transportation costs ($13.4 million), driven by one-off cost for
manufacturing challenges and higher customer demand – a positive indicator of commercial momentum.
Unadjusted manufacturing costs increased by $12.6 million during the year, primarily due to one-off disruptions and
associated provisioning. These issues have been largely resolved, with new season production now underway.
Looking ahead, Synlait remains focused on maintaining a lean cost base while supporting growth. The structural
nature of the cost savings provides a strong foundation for improved profitability and long-term value creation.
EBITDA
Earnings before interest, tax, depreciation, and amortisation (EBITDA) increased by $54.8 million to $50.7 million.
Net Financing Costs
Net financing costs decreased $7 million or 13% to $48 million, primarily due to equity placement, a decrease in
wholesale interest rates and lower working capital requirements.
The loss on derecognition of financial assets, and the financing cost associated with our receivables financing
programme increased $1.2 million as a new arrangement with a key customer was established. Further, interest on lease
liabilities decreased $0.4 million.
Foreign Exchange
Management of foreign exchange exposure is one of Synlait’s key competences. Many product sales are to overseas
markets, creating a primarily USD exposure risk. Our foreign exchange policy seeks to achieve a competitive annual
average New Zealand Dollar (NZD)/USD exchange rate for the year. In FY25, we achieved a net annual average NZD/
USD export exchange rate of 0.5963 (FY24: 0.6268).
$ millionFY25FY24
(Loss)/profit before tax(54.4)(237.8)
Add back: net financing costs48.055.0
EBIT(6.3)(182.7)
Add back: depreciation and impairment57.0178.6
EBITDA50.7(4.1)
$ millionFY25FY24Change
Gross term debt interest*(18.4)(24.1)5.8
Less capitalised interest-0.2(0.2)
Net term funding interest(18.4)(23.9)5.5
Working capital and revolving credit interest(17.7)(19.8)2 .1
Interest received0.80.60.2
Loss on derecognition of financial assets(9.1)(7.9)(1.2)
Net short-term funding interest(26.0)(27.1)1 .1
Interest on lease liabilities(3.6)(4.0)0.4
Net finance costs(48.0)(55.0)7. 0
* Gross term debt interest includes revolving credit facilities and shareholder loan.
PAGE 24ANNUAL REPORT 2025
Overview
Net debt decreased $301 million, due to the October 2024 equity raise from the major shareholders and improvement
of trading performance which led to positive operating cashflows.
Our reported net profit after tax loss of ($39.8 million) decreased total retained earnings to $106 million from $146 million.
Total shareholders’ equity increased to $789 million due to the combined losses recognised after tax and increase of
share capital.
We successfully refinanced our banking facilities in September 2025. The refinance gives Synlait access to a broader
range of services and optimised pricing to reduce financing costs. We appreciate the continued support of our banking
syndicate.
Working Capital
The capital raise and corresponding improved balance sheet, coupled with recovered first half performance enabled us
to improve our working capital management.
Trade and other receivables reduced by $49.9m to $95.0m, primarily driven by an additional key customer receivable
assignment arrangement.
Improved supplier confidence allowed us to return to commercial terms of trade and optimise working capital conditions.
Raw material purchases included in trade and other payables were higher than the prior year, reflecting higher Advanced
Nutrition demand. This offset the impact of a higher milk price, extending trade and other payables to $378.3m, up
$120.4m.
Inventories increased by $71.7 million to $281.4 million as raw material holdings increased to cover uplifted Advanced
Nutrition demand, coupled with higher valuation in finished goods from a higher milk price.
Financial Position
Closing InventoriesFY25FY24
$ millionMT$ millionMT
Synlait Milk Limited20634,02516325,567
Dairyworks Limited755,896475,489
Total28139,92121031,056
Equity Placements
On 1 October 2024, Synlait received NZ$212.1 million (net)¹ from an equity placement to Bright Dairy and The a2 Milk
Company. The funds were primarily used to repay bank facilities maturing that day and to settle subordinated bonds,
restoring balance sheet strength. This deleveraging significantly reduced interest costs for FY25, improved covenant
headroom, and extended liquidity through new bank facilities and an extended shareholder loan.
Operating Cash Flows & Total Net Debt
Cash outflow from investing activities totalled $22.6 million, a decrease of $7 million. The reduction in spending directly
correlates to reduced spending on capital projects. Further interest paid and repayment of lease liabilities totalled
$54.8 million, down $6.4 million on prior year due to the decrease in wholesale interest rates and lower debt levels held
throughout the year.
$ millionFY25FY24
Current debt-369.7
Term debt (carrying amount)328.8191.3
Transaction costs 0.20.9
Less cash on hand(78.3)(10.3)
Total net debt (excluding lease liabilities) 250.7551.6
$ million
FY25
FY24
Year-on-year
change
Cash receipts from customers1850.71,576.4274.3
Cash paid for milk purchased(1,021.5)(788.4)(233.1)
Cash paid to other creditors and employees661.4(833.1)171.8
GST refunds(5.9)0.9(6.8)
Income tax refunds/payments3.6(2.9)6.5
Operating cash flows165.5(47.2)212.7
Total net debt reduced following equity placement, and improvement in operating cashflows was $165.5m, up $212.7m
year-on-year, driven by the earnings recovery and working capital optimisation. This significantly reduced advanced
payment terms, which were further supported by better trading performance and cost control (compared with FY24),
alongside higher customer demand and cash conversion.
¹ Equity placement is displayed net of transaction costs.
PAGE 25ANNUAL REPORT 2025
Derivatives
At 31 July 2025 the Group held US$401.8 million (net) in foreign exchange contracts as detailed in note 18 of the
Financial Statements. These have been placed across an 18-month future period in accordance with our Treasury Policy.
Additionally, the Group held AU$8 million and CNH¥115 million in export contracts.
Given NZD/USD exchange rate appreciation across the last 18 months, we have mark to market unrealised gains
associated with these contracts at year-end of $17.4 million before tax. As our foreign exchange contracts hedge against
future USD receipts and payments, this unrealised gain is recognised in other reserves in equity rather than through
the income statement. The impact of these foreign exchange contracts will play out in the periods in which they mature,
forming part of our annual average NZD/USD exchange rate in those periods.
We also have in place a nominal balance of $45 million of current interest rate swap agreements at year-end (FY24: $50
million) at various weighted average interest rates. The agreements have unrealised mark-to-market loss of $0.4 million
before tax.
We continue to use dairy commodity derivatives to support the management of the risk of movement in dairy commodity
prices. During the reporting period the Group entered into milk price derivative contracts to further support its existing
financial risk management strategy. The nominal value of the 24/25 and 25/26 season contracts is $6.4 million, and
$0.3 million respectively. The movement in the fair value of the commodity derivatives is included within the cash flow
hedge reserve.
Most unrealised gains and losses on derivatives detailed above are deferred to the cash flow hedge reserve. Year-on-
year, there was a $12.2 million movement in the reserve, with a closing balance of $5.4 million in FY25 from ($6.8 million)
in FY24.
Funding Facilities & Covenants
The Group announced the refinancing of its syndicated banking facilities, with a $100m facility demand drop and a
reduction in the number of banks in the syndicate (by one).
The refinance will be fully executed on 30 September 2025.
The new funding arrangements total $350 million and are made up of:
• a secured overdraft facility of NZ$15 million.
• a secured revolving credit facility A of NZ$123 million.
• a secured revolving credit facility B of NZ$110 million.
• a secured term loan facility A of NZ$25 million.
• a secured term loan facility B of NZ$47 million.
• a secured revolving credit facility A NZD/CNH of NZ$15 million.
• a secured revolving credit facility B NZD/CNH of NZ$15 million.
Each of the above facilities mature on 30 June 2026 (excluding the secured overdraft facility), with a $50 million
step down in the size of the revolving credit facility A on and from 28 February 2026.
Synlait’s new banking syndicate is made up of ANZ Bank, China Construction Bank, Bank of China, Rabobank,
Industrial Commercial Bank of China, HSBC, Bank of Communications, and Bank of East Asia. The banking
syndicate remains highly supportive of Synlait.
The key financial covenants are:
• A net senior debt leverage ratio of 2.5x for FY26. This covenant has been amended to only apply on
Net Senior Debt to EBITDA for FY26 and applies at balance date.
• A working capital ratio of 1.35x for the period from 1 August to 31 March and 1.5x from 1 April to 31 July.
This is an “at all times” covenant.
• An interest cover ratio of 2.5x for FY26. This covenant applies quarterly and is based on actual EBITDA for the
completed applicable period and forecast for the remaining part of the financial year, based on the lower of
the minimum EBITDA event of review levels, or any revised forecast EBITDA.
• Shareholders’ Funds to always exceed $500 million.
Shareholder loan
In addition to the above, Synlait continues to have the $130 million shareholder loan from Bright Dairy International
Investment Limited, a related company of Bright Dairy Holding Limited, for a further 12-month term, maturing
12 July 2026.
PAGE 26ANNUAL REPORT 2025
Directors’ Responsibility Statement 28
Financial Statements 28
Income Statement 28
Statement of Comprehensive Income 29
Statement of Changes in Equity 29
Statement of Financial Position 30
Statement of Cash Flows 30
Notes to the Financial Statements 31
1. Revenue Recognition 33
2. Segment Reporting 33
3. Expenses 34
4. Cash & Cash Equivalents 35
5. Reconciliation of Loss After Income Tax to Net Cash Outflow From Operating Activities 35
6. Trade & Other Receivables 35
7. Inventories 36
8. Trade & Other Payables 36
9. Property, Plant & Equipment 37
10. Biological Assets 38
11. Intangible Assets 38
12. Leases 40
13. Finance Income & Expenses 41
14. Loans & Borrowings 41
15. Share Capital 42
16. Share Based Payments 42
17. Reserves & Retained Earnings 43
18. Financial Risk Management 43
19. Financial Instruments 46
20. Income Tax 48
21. Other Investments 50
22. Related Party Transactions 50
23. Contingencies 51
24. Commitments 51
25. Events Occurring After the Reporting Period 51
26. Other Accounting Policies 51
Auditor’s Report 52
Synlait Milk Limited
Financial Statements for the
Year Ended 31 July 2025
Contents
PAGE 27ANNUAL REPORT 2025
Synlait Milk Limited
Directors' declaration
31 July 2025
Directors' responsibility statement
The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiaries (together "the
Group") as set out on pages 64 - 111 for the year ended 31 July 2025.
The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group as
at 31 July 2025 and the financial performance and cash flows for the year ended on that date.
The Directors consider that the financial statements of the Group have been prepared using appropriate accounting
policies, consistently applied and supported by reasonable judgements and estimates and that all relevant financial
reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance of the financial statements with the Financial
Markets Conduct Act 2013.
For and on behalf of the Board.
George AdamsPaul Washer
ChairIndependent Director
28 September 202528 September 2025
63
Synlait Milk Limited
Income Statement
For the year ended 31 July 2025
Income statement
For the year ended 31 July 2025
20252024
Notes$'000$'000
Revenue11,827,4151,636,858
Cost of sales3
(1,722,076)(1,580,844)
Gross profit
105,339
56,014
Other income14,0199,828
Sales and distribution expenses3(58,269)(58,025)
Administrative and operating expenses3(67,409)(75,985)
Impairment of non-current assets
-(114,564)
Earnings / (loss) before net finance costs and income tax(6,320)(182,732)
Finance expenses13(39,721)(47,689)
Finance income13842585
Loss on derecognition of financial assets6,13
(9,162)(7,916)
Net finance costs
(48,041)
(55,020)
Loss before income tax for the year(54,361)(237,752)
Income tax benefit20
14,53955,641
Loss after tax for the year
(39,822)(182,111)
Earnings per share
Basic earnings per share (cents)15(7.39)(83.31)
Diluted earnings per share (cents)15(7.39)(83.31)
The accompanying notes form part of and are to be read in conjunction with these financial statements.
64
Income Statement
For the year ended 31 July 2025.
Directors’ Responsibility Statement
The accompanying notes form part of and are to be read in conjunction with these financial statements.
28-51 for the year ended 31 July 2025.
2929
PAGE 28ANNUAL REPORT 2025
Synlait Milk Limited
Statement of changes in equity
For the year ended 31 July 2025
Statement of changes in equity
For the year ended 31 July 2025
Share
capital
Employee
benefits
reserve
Hedging
reserves
Foreign
currency
translation
reserve
Retained
earnings
Total
equity
Notes$'000$'000$'000$'000$'000$'000
Equity as at 1 August 202311464,774735(2,924)3327,786790,374
Loss for the year----
(182,111)
(182,111)
Other comprehensive income
Effective portion of changes in fair value
of cash flow hedges
18--(5,401)--(5,401)
Exchange differences on translation of
foreign operations
---40-40
Income tax on other comprehensive
income
18
-
-1,511--1,511
Total other comprehensive income --(3,890)40-(3,850)
Transactions with owners
Employee benefits reserve16,17-385---385
Total contributions by and
distributions to owners
-
385---385
Equity as at 31 July 2024
464,774
1,120(6,814)43145,675604,798
Equity as at 1 August 2024464,7741,120(6,814)43145,675604,798
Loss for the year----(39,822)(39,822)
Other comprehensive income
Effective portion of changes in fair value
of cash flow hedges
18--16,964--16,964
Exchange differences on translation of
foreign operations
---(2)-(2)
Income tax on other comprehensive
income
18
-
-(4,750)--(4,750)
Total other comprehensive income --12,214(2)-12,212
Transactions with owners
Issue of new shares15212,107----212,107
Employee benefits reserve16,17-(509)---(509)
Total contributions by and
distributions to owners
212,107
(509)---211,598
Equity as at 31 July 2025
676,881
6115,40041105,853788,786
The accompanying notes form part of and are to be read in conjunction with these financial statements.
66
Statement of Comprehensive Income
For the year ended 31 July 2025.
Statement of Changes in Equity
For the year ended 31 July 2025.
Synlait Milk Limited
Statement of comprehensive income
For the year ended 31 July 2025
Statement of comprehensive income
For the year ended 31 July 2025
20252024
Notes$'000$'000
Loss for the period(39,822)(182,111)
Items that may be reclassified subsequently to profit and loss
Effective portion of changes in fair value of cash flow hedges1816,964(5,401)
Exchange differences on translation of foreign operations(2)40
Income tax benefit / (expense) on other comprehensive income20(4,750)1,511
Total items that may be reclassified subsequently to profit and loss12,212(3,850)
Other comprehensive income for the year, net of tax12,212(3,850)
Total comprehensive income for the year
(27,610)(185,961)
The accompanying notes form part of and are to be read in conjunction with these financial statements.
65
The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements.
PAGE 29ANNUAL REPORT 2025
Synlait Milk Limited
Statement of cash flows
For the year ended 31 July 2025
Statement of cash flows
For the year ended 31 July 2025
20252024
Notes$'000$'000
Cash flows from operating activities
Cash receipts from customers1,850,6641,576,411
Cash paid for milk purchased(1,021,493)(788,435)
Cash paid to other creditors and employees(661,380)(833,132)
Net movement in goods and services tax(5,897)865
Income tax (payments) / refunds3,628(2,900)
Net cash inflow / (outflow) from operating activities5165,522(47,191)
Cash flows from investing activities
Interest received842585
Acquisition of property, plant and equipment(22,935)(28,539)
Proceeds from sale of property, plant, and equipment526753
Acquisition of intangible assets (728)(2,363)
Livestock trading117855
Acquisition of interest in joint venture(441)(925)
Net cash outflow from investing activities(22,619)(29,634)
Cash flows from financing activities
Receipt of shareholder loan14-130,000
Repayment of borrowings(179,236)-
Receipt of borrowings30,02035,646
Net movement in working capital facility(82,901)(27,572)
Interest paid(48,883)(55,385)
Repayment of lease liabilities(6,012)(5,916)
Receipt of cash from issue of shares15212,108-
Net cash (outflow) / inflow from financing activities(74,904)76,773
Net movement in cash and cash equivalents67,999(52)
Cash and cash equivalents at the beginning of the financial year10,2739,290
Cash and cash equivalents reclassified from held for sale assets-981
Effects of exchange rate changes on cash and cash equivalents554
Cash and cash equivalents at end of year4
78,277
10,273
The accompanying notes form part of and are to be read in conjunction with these financial statements.
68
Synlait Milk Limited
Statement of financial position
As at 31 July 2025
Statement of financial position
As at 31 July 2025
20252024
Notes$'000$'000
ASSETS
Current assets
Cash and cash equivalents478,27710,273
Trade and other receivables694,985144,922
Intangible assets113,6505,149
Goods and services tax refundable6,195298
Prepayments13,81027,775
Inventories7281,418209,702
Derivative financial instruments18,1913,7163,389
Current tax asset
1,6235,233
Total current assets
493,674
406,741
Non-current assets
Property, plant and equipment9882,445908,443
Biological assets104,7313,597
Intangible assets1170,49475,834
Goodwill1158,16358,163
Other investments212,3011,860
Derivative financial instruments18,191,58739
Deferred tax assets209,606-
Right-of-use assets12
40,87739,338
Total non-current assets
1,070,204
1,087,274
Total assets
1,563,878
1,494,015
LIABILITIES
Current liabilities
Trade and other payables8378,341257,896
Loans and borrowings14328,839369,701
Derivative financial instruments18,198,1628,385
Lease liabilities12
6,4996,327
Total current liabilities
721,841
642,309
Non-current liabilities
Loans and borrowings14-191,255
Deferred tax liabilities20-187
Derivative financial instruments18,196084,453
Lease liabilities1248,73447,752
Other non-current liabilities
3,9093,261
Total non-current liabilities
53,251
246,908
Total liabilities
775,092
889,217
Net assets
788,786
604,798
Equity
Share capital15676,881464,774
Reserves176,052(5,651)
Retained earnings17
105,853145,675
788,786604,798
Total equity attributable to equity holders of the Group
788,786
604,798
Total liabilities and equity
1,563,878
1,494,015
The accompanying notes form part of and are to be read in conjunction with these financial statements.
67
The accompanying notes form part of and are to be read in conjunction with these financial statements.
Statement of Financial Position
For the year ended 31 July 2025.
Statement of Cash Flows
For the year ended 31 July 2025.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
PAGE 30ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
Material events and other significant items
Refinancing of debt facilities and shareholder loan
The Group has successfully completed the refinancing of its debt facilities with its existing banking syndicate. The facilities
are expected to become available on 30 September 2025 and expire on 30 June 2026. Refer to note 14 for further details
around the terms associated with the facilities. These new facilities reflect an optimised banking syndicate structure with
significantly reduced debt facilities reflecting a repayment of debt, attributed by trading performance improvement and
better cashflow management.
During the year, the Group executed the option to extend the maturity of the $130.0m shareholder loan from Bright Dairy to
12 July 2026. Refer to note 14 for further information on the updated facilities and shareholder loan.
The Group completed a refinancing of its syndicated banking facilities with ANZ Bank, China Construction Bank ("CCB"),
Bank of China ("BOC"), Rabobank, Industrial Commercial Bank of China ("ICBC"), HSBC, Bank of Communications
("BOCOM") and Bank of East Asia (“BEA”) continuing as members.
Recoverability of tax losses
At balance date, the Group estimates that it has approximately $330.0 million of gross New Zealand tax losses available
for use against future taxable profits. The Directors have concluded that these carried forward tax losses should be
recognised in the financial statements as a future income tax benefit of $93.0 million recognised as an asset on the
statement of financial position as at 31 July 2025. This asset reflects the Group’s expectation that it is probable that
sufficient future taxable profits will be generated to utilise recognised tax losses having considered the factors that have
given rise to the losses and actions the Group have already taken to address these issues. The decision to retain the
asset is supported by several factors that demonstrate improving financial resilience and operational momentum.
The reported results for the July 2025 financial year were impacted by a number of one-off costs—such as manufacturing
challenges, a power outage at the South Island site, and a loss-making milk contract in the North Island— management
have already implemented a range of actions to minimise the risk of such events occurring in the future. In addition, the
Group is pursuing an insurance claim for partial recovery of some of these one-off costs as disclosed in note 23. Although
this contingent asset is not yet recognised in the financial statements, the insurance recoveries are expected to give rise to
tax liabilities in excess of the Group's net deferred tax asset position ($9.6m at the 31 July 2025) during the next financial
year.
The planned sale of North Island assets is expected to be earnings accretive on completion and will streamline Group
operations. This will allow the Group to focus on its core profitable segments in the South Island. This strategic divestment
is progressing and is anticipated to complete in FY26 with proceeds from the sale used to reduce debt. This will have the
impact of immediately reducing financing costs, increasing profits and utilising tax losses. The Directors also had regard to
the profitability the Group generated in the past when its operations were predominately focused on South Island milk
processing activities.
These factors have provided the Board with confidence in the Group’s ability to utilise tax losses within an acceptable time
period. The Board will continue to monitor the performance of the Company to ensure tax assets are recoverable within a
reasonable period.
Climate risk
The Group's operations may be impacted by future climate change. These impacts may be physical (e.g. severe or
unusual weather patterns and events) or transitional (e.g. changes to government regulations or customer and supplier
needs and demands).
The Group regularly assesses its operating environment with regard to the impact of climate change. Specific
consideration has been given in these financial statements to the impact of future climate change on the useful lives of the
Group’s property, plant, and equipment, and impairment of intangible assets (NZUs). No significant impacts were noted
during the period.
70
Synlait Milk Limited
Notes to the Financial Statements
31 July 2025
Reporting entity
The consolidated financial statements ("financial statements") presented are those of the Group, including Synlait Milk
Limited and its subsidiaries Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard
Pearse Drive Limited, Synlait Business Consulting (Shanghai) Co., Ltd, Dairyworks Limited, Synlait Milk (Holdings) No.1
Limited, and Synlait Milk (Dunsandel Farms) Limited.
Synlait Milk Limited and its subsidiaries are primarily involved in the manufacture and sale of dairy products.
The parent company, Synlait Milk Limited ("the Company"), is a profit oriented entity, domiciled in New Zealand, registered
under the Companies Act 1993 and listed on the New Zealand Stock Exchange and the Australian Securities Exchange.
Synlait Milk Limited is an FMC reporting entity under the Financial Market Conducts Act 2013 and its financial statements
comply with that Act.
Basis of preparation
The financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice.
They comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and other
applicable Financial Reporting Standards, as applicable for profit oriented entities. The consolidated financial statements
also comply with International Financial Reporting Standards (‘IFRS’).
Comparative balances
Certain comparative figures (Note 3 – Expenses) have been reclassified during the year for consistency with the current
year presentation. These classifications had no effect on the reported results of operations.
The financial statements were authorised for issue by the Directors on 28 September 2025.
Basis of measurement
These financial statements have been prepared on the historical cost basis except for certain items as identified in specific
accounting policies.
Basis of consolidation
The Group’s financial statements consolidate the financial statements of Synlait Milk Limited and its subsidiaries,
accounted for using the acquisition method, and the results of its associates, accounted for using the equity method.
Intercompany transactions and balances between group companies are eliminated upon consolidation.
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates. The financial statements are presented in New Zealand Dollars ($),
which is the Company's functional currency and the Group's presentation currency, and are rounded to the nearest
thousand ($'000).
Transactions and balances
Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date.
Use of accounting estimates and judgements
The preparation of these financial statements in conformity with NZ IFRS requires the Group to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income, and expenses. Actual results may differ from these estimates and assumptions.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
Key sources of estimation uncertainty and key judgements relate to derecognition of financial assets, the assessment of
impairment of property plant and equipment, the assessment of impairment for goodwill, the assessment of the recognition
of deferred tax assets and any other intangible assets and the judgement applied in the assessment of the Group’s ability
to continue as a going concern. The individual notes in the financial statements provide additional information.
69
Synlait Milk Limited
Notes to the Financial Statements
31 July 2025
Reporting entity
The consolidated financial statements ("financial statements") presented are those of the Group, including Synlait Milk
Limited and its subsidiaries Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard
Pearse Drive Limited, Synlait Business Consulting (Shanghai) Co., Ltd, Dairyworks Limited, Synlait Milk (Holdings) No.1
Limited, and Synlait Milk (Dunsandel Farms) Limited.
Synlait Milk Limited and its subsidiaries are primarily involved in the manufacture and sale of dairy products.
The parent company, Synlait Milk Limited ("the Company"), is a profit oriented entity, domiciled in New Zealand, registered
under the Companies Act 1993 and listed on the New Zealand Stock Exchange and the Australian Securities Exchange.
Synlait Milk Limited is an FMC reporting entity under the Financial Market Conducts Act 2013 and its financial statements
comply with that Act.
Basis of preparation
The financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice.
They comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and other
applicable Financial Reporting Standards, as applicable for profit oriented entities. The consolidated financial statements
also comply with International Financial Reporting Standards (‘IFRS’).
Comparative balances
Certain comparative figures (Note 3 – Expenses) have been reclassified during the year for consistency with the current
year presentation. These classifications had no effect on the reported results of operations.
The financial statements were authorised for issue by the Directors on 28 September 2025.
Basis of measurement
These financial statements have been prepared on the historical cost basis except for certain items as identified in specific
accounting policies.
Basis of consolidation
The Group’s financial statements consolidate the financial statements of Synlait Milk Limited and its subsidiaries,
accounted for using the acquisition method, and the results of its associates, accounted for using the equity method.
Intercompany transactions and balances between group companies are eliminated upon consolidation.
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates. The financial statements are presented in New Zealand Dollars ($),
which is the Company's functional currency and the Group's presentation currency, and are rounded to the nearest
thousand ($'000).
Transactions and balances
Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date.
Use of accounting estimates and judgements
The preparation of these financial statements in conformity with NZ IFRS requires the Group to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income, and expenses. Actual results may differ from these estimates and assumptions.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
Key sources of estimation uncertainty and key judgements relate to derecognition of financial assets, the assessment of
impairment of property plant and equipment, the assessment of impairment for goodwill, the assessment of the recognition
of deferred tax assets and any other intangible assets and the judgement applied in the assessment of the Group’s ability
to continue as a going concern. The individual notes in the financial statements provide additional information.
69
Notes to the Financial Statements
PAGE 31ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
Going concern
At 31 July 2025, the Group recorded an after tax loss for the year of $39.8m, operating cash flows of $165.5m, current
liabilities exceed current assets by $228.2m, with loans and borrowings of $328.8m due for repayment/refinancing within
12 months. This includes syndicated senior debt of $198.8m and the Bright Dairy shareholder loan of $130.0m.
In preparing these financial statements, the Directors have conducted a comprehensive assessment of certain events,
conditions, and related uncertainties.
Material uncertainties previously disclosed
The financial statements for the 2024 financial year disclosed material uncertainties in respect of the Group’s ability to
maintain access to capital (bank financing) through a requirement to achieve a sufficient reversal of milk supply cessations
and demonstrate a marked improvement in 2025 trading performance. It was emphasised that if this was not achieved,
there would be a material uncertainty in respect of the Group’s ability to access capital, continue operating, and realise its
assets and discharge its liabilities in the normal course of business.
The Group has made positive progress in retention of milk supply and improvement of trading performance as described
below:
Retention of milk supply
As noted in the 2024 financial statements and Synlait’s market updates, a significant majority of Synlait’s farmer
suppliers had submitted notices of cessation for the supply of raw milk to the Group’s South Island operations. The
Group’s Directors, executive leadership, and milk supply teams were engaged in a process to encourage farmers to
withdraw their cessation notices, the majority of which would otherwise take effect on 31 May 2026 for the 2027
financial year (2026/2027 milk season).
To incentivise farmers to withdraw their cessation notices, the Group announced an incentive package comprising a
one-off 20 cent per kilogram of milk solids payment (KgMS) to all South Island farmers who were not under a cessation
notice at 31 May 2025, and an additional secured milk premium of 10 cents per KgMS payment to all South Island
farmers committed to a future with Synlait without a cessation notice as at 31 March 2025 for each of the 2025/2026,
2026/2027 and 2027/2028 seasons.
The response to the incentive package resulted in the significant majority of cessation notices issued to the company
being withdrawn. Potential new suppliers expressing interest in supplying Synlait was also strong, with 11 new farms
joining Synlait this season (1 June 2025).
The Directors believe that the milk incentive package, a guarantee to (at a minimum) match the industry milk price and
advanced rate from the 2025/2026 season will ensure Synlait remains competitive in terms of milk retention. This is
also supported by the Group’s reduced debt levels and improved trading performance in this financial year.
The Directors acknowledge that there is a small number of outstanding cessation notices. However, this would not
materially impact the Group’s South Island operations during the 2026/2027 milk season (2027 financial year). There
also continues to be extremely strong interest from farms interested in supplying Synlait.
Trading performance
The Group’s reported EBITDA has significantly improved by $54.8m compared to the previous financial year result
($4.1m) and operating cash flows have improved by $212.7m. After adjusting for several one-off events, the Group's
underlying EBITDA increased to $107.2m and underlying Net Profit After Tax (NPAT) increased to $0.8m. The one-off
events impacting the Group's results include manufacturing challenges, an unforeseen power outage at the South
Island site during peak season, and the recognition of a loss-making milk sales contract in the North Island.
The improvement in EBITDA and cash flows for the year is attributed to accelerated demand for Advanced Nutrition
products, stabilisation of North Island operations, improved foreign exchange performance, and a focus on controlling
working capital levels and operating expenditure. In addition, the Group continues to progress new business
development opportunities to diversify the customer base of the South Island operations. During the year ended 31
July 2025, revenue increased by 12%, with 3% contributed to sales from new customers.
These results also reflect the resilience of the Group’s operations and the ongoing commitment to transparency in
financial reporting. The Group remains focused on driving operational improvements and mitigating risks to ensure
sustainable profitability and long-term value for our stakeholders.
71
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
Access to capital
Looking ahead, the Group’s ongoing access to capital, previously disclosed as subject to significant uncertainty, has
been strategically managed through the successful renewal of bank facilities for another 9 month term until 30 June
2026, now aligning the facility maturity with that of the $130.0m shareholder loan which will be repaid on 12 July 2026.
During the period, the Group met all banking covenants and is forecasting that the new banking covenants will be met
over the duration of the financial year. This has provided the Directors with increased confidence in the Group’s ability
to achieve a successful refinance during the financial year.
The decision to secure these new bank facilities for a 9-month period provides the Group with flexibility to review and
optimise its future capital structure at the appropriate juncture. This reflects the Group’s desire to continue to repay
debt through enhanced trading performance and to access future cash flow required, following the announcement to
dispose of its North Island assets. The Board remains confident that these proactive measures, coupled with an
improving operational outlook, position the Group well for sustainable long-term growth and continued value creation
for all stakeholders.
Despite the progress achieved to date, the Group continues to face uncertainty regarding access to capital, which is
expected to persist until there is a demonstrated and sustained improvement in trading performance. This represents a
material uncertainty related to events and conditions that could cast doubt on the Group's ability to continue as a going
concern. As a result, while there is a risk the Group may not be able to realise its assets or settle its liabilities in the
ordinary course of business, this is expected to resolve following completion of the North Island sale and the
subsequent refinancing of debt in July 2026. The financial statements do not include any adjustments that might be
required should the Group be unable to continue as a going concern.
The Directors are satisfied that the Group will be able to generate sufficient cashflows and have sufficient access to capital
(bank financing) to make good on obligations to all creditors including the banking syndicate and farmer suppliers,
together with the entry into a binding conditional agreement to sell the North Island assets. While the future will always be
uncertain, the progress made to date has provided a sufficient basis for the Directors to conclude that it is appropriate to
prepare the Group’s annual financial statements on a going concern basis.
Material accounting policies
Accounting policies, accounting estimates and judgements that summarise the measurement basis used and are material
to the understanding of the financial statements are provided throughout the accompanying notes and are designated by a
shaded area.
Standards, amendments and interpretations adopted during the period
There are no new policies, standards, interpretations, or amendments that were adopted in the period which have or are
expected to have a material impact on the Group.
Standards, amendments and interpretations to existing standards that are not yet effective
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements to improve reporting of
financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements
from IAS 1 unchanged and introduces increased disclosure of management defined performance measures as well as
new principles for aggregation and disaggregation of information included in the consolidated income statement. IFRS 18
is applicable to the Group beginning on 1 August 2027. The Group is currently evaluating the impact of the adoption of
IFRS 18 on its consolidated financial statements.
NZ CS 1, CS 2, CRDC - Climate related disclosures
There have been no significant changes to legislation which impact the Group’s financial statements.
72
PAGE 32ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
2Segment reporting
(a)Reportable segments
NZ IFRS 8 Operating Segments requires disclosure of information about operating segments, products and services,
geographical areas of operation, and major customers. Information is based on internal management reports, both in the
identification of operating segments and measurement of disclosed segment information.
The Group has identified the following segments:
Synlait: manufacture and sale of milk and plant based products (nutritionals, ingredients, fresh milk, and ultra heat
treatment (‘UHT’) milk and cream products). The Synlait segment is an aggregation of the Group's Synlait North Island
and Synlait South Island CGUs which have similar production processes, composition of fixed assets, organisational
structures, product margins, classes of customers, and long term growth rates. The Synlait segment combines Synlait
Milk Limited and its subsidiaries excluding Dairyworks.
Dairyworks: manufacture and sale of cheese and other products (cheese, butter).
The accounting policies of the Group have been consistently applied to the operating segments. Net Profit After Tax
(NPAT) is the measure reported to the chief operating decision-maker ("the Board") for the purposes of resource allocation
and assessment of performance for the Group. A consistent measure has been used for the purpose of reporting the
performance of each operating segment.
(b)Segment revenues and results
The following is an analysis of the Group's revenue and results by reportable segment:
31 July 2025
SynlaitDairyworksEliminationsTotal
$'000$'000$'000$'000
External revenue1,503,168324,247-1,827,415
Inter-segment revenue from sale of goods
219-(219)-
Revenue from sale of goods1,503,387324,247(219)1,827,415
Net (loss) / profit after tax for the period(50,128)10,306-(39,822)
Finance income80042-842
Finance expenses(36,272)(3,449)-(39,721)
Depreciation and amortisation(51,681)(5,357)-(57,038)
Impairment of non-current assets----
Income tax benefit / (expense)18,914(4,375)-14,539
Total assets1,407,660156,218-1,563,878
Total liabilities
(683,140)(91,952)-(775,092)
Net assets
724,520
64,266-788,786
74
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
1Revenue recognition
Sales of goods
The Group manufactures, processes and sells a range of dairy and non-dairy products, including but not limited to milk
powder, milk powder related products, fresh milk, UHT milk and cream, cheese, and butter to customers. Revenue from
contracts with customers is recognised when the control of the goods has been transferred to customers, being at the
point when the goods are delivered. Delivery of goods is completed (i.e. the performance obligation is fulfilled) when the
goods have been delivered pursuant to the terms of the specific contract agreed with the customer and the risks
associated with ownership have been transferred to the customer.
Revenue is measured according to the contracted price agreed with customers, which represents expected consideration
received or receivable, net of returns, discounts, and allowances. Revenue is only recognised to the extent that it is highly
probable that a significant reversal will not occur. The payment terms vary depending on the individual contracts. No
deemed financing components are present as there are no significant timing differences between the payment terms and
revenue recognition.
20252024
$'000$'000
Products sales
1,827,4151,636,858
1,827,4151,636,858
73
1. Revenue Recognition2. Segment Reporting
PAGE 33ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
3Expenses
2025
2024
(re-presented)
$'000$'000
Profit before income tax includes the following specific expenses:
Impairment-114,564
Depreciation and amortisation57,03863,724
Employee and contractor costs159,588163,263
Energy costs32,49928,818
Freight12,42721,555
Milk transport21,33028,365
Repairs and maintenance20,24016,596
Consultancy, legal, and transaction costs2,82414,020
Increase in inventory provision 13,74116,765
Increase / (decrease) in onerous contract provision 1,513(1,111)
Insurance9,2199,200
Director fees739764
Information services and subscriptions11,17910,525
One-off costs*44,57621,170
*FY25 one-off costs primarily relate to largely resolved manufacturing challenges and expenses associated with the North
Island divestment transaction. In FY24, one-off costs were mainly attributable to supply chain issues and transaction-
related expenses.
Auditors' fees
During the year the following fees were paid or payable for services provided by the auditor of the Group, and its related
practices:
20252024
$'000$'000
(a)Assurance services
Audit services
Audit of financial reports - KPMG890-
Audit of financial reports - PwC
-789
Total remuneration for audit services
890
789
Other assurance services
Other assurance - PwC-352
Other assurance - KPMG
130-
Total remuneration for other assurance services
130352
Total remuneration for assurance services
1,020
1,141
(b)Advisory services
Consulting - PwC
-10
Total remuneration for advisory services
-
10
76
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
2Segment reporting(continued)
31 July 2024
SynlaitDairyworksEliminationsTotal
$'000$'000$'000$'000
External revenue1,344,081292,777-1,636,858
Inter-segment revenue from sale of goods
2,559-(2,559)-
Revenue from sale of goods1,346,640292,777(2,559)1,636,858
Net (loss) / profit after tax for the period(189,918)7,807-(182,111)
Finance income585--585
Finance expenses(43,415)(4,274)-(47,689)
Depreciation and amortisation(57,596)(6,128)-(63,724)
Impairment of non-current assets(114,564)--(114,564)
Income tax (expense) / benefit59,515(3,874)-55,641
Total assets1,370,538123,477-1,494,015
Total liabilities
(819,582)(69,635)-(889,217)
Net assets
550,956
53,842-604,798
(c)Sales by geographical area
The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different
countries, it is understood that a significant portion of both infant nutritional and ingredients sales are ultimately consumed
in China.
The proportion of sales revenue for continuing operations by geographical area is summarised below:
Year ended
31 July
2025
31 July
2024
China%10%8
Rest of Asia%30%19
Middle East and Africa%2%4
New Zealand%46%54
Australia%4%7
Rest of World
%8%8
Total
%100
%100
All Group non-current assets are in New Zealand.
(d)Major customers
Revenues of 55% (2024: 44%) are derived from the top three external customers.
75
2. Segment Reporting (continued)3. Expenses
PAGE 34ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
6Trade and other receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of
business. If collection is expected in one year or less they are classified as current assets. If not, they are classified as
non-current assets.
Impairment
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade and other receivables.
The Group measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime
expected loss allowance for all trade receivables. The Group’s credit loss model requires the Group to account for
expected credit losses and changes in those expected credit losses on a quarterly basis to reflect changes in credit risk
since initial recognition of the financial assets. Therefore, it is no longer necessary for a credit event to have occurred
before credit losses are recognised.
The model is based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,
general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the
reporting date.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of
a financial instrument. The expected credit loss is estimated as the difference between all contractual cash flows that are
due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at
the original effective interest rate.
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty
and there is no reasonable and realistic prospect of recovery.
Furthermore, other impairment losses on an individual basis are determined by an evaluation of the exposures on an
instrument-by-instrument basis. All individual instruments that are considered significant are subject to this approach.
Credit Risk Management
The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject to credit risk. The
Group performs credit evaluations on trade customers. The Group continuously monitors the credit quality of its major
receivables and does not anticipate non-performance of those customers, nor has there been historical non-performance
of these customers. The Group also maintains strict controls for any credit reviews such as credit increases.
The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an efficient
and effective manner.
The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to
credit risk.
Included in trade receivables are debtors which are past due at balance date, as payment was not received in accordance
with the contractual payment terms, and for which no provision has been made as there has not been a significant change
in credit quality and the amounts are still considered fully recoverable. No collateral is held over these balances and trade
credit insurance cover was not obtained in respect of these receivables. Interest is not charged on overdue debtors.
In the past eight financial years, the Group has not written off any bad debts, although it has recognised provisions for
debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis assists in the
determination of any increases in credit risk since initial recognition. There are no significant credit risk concentrations as
at 31 July 2025. Five customers represent 64% of the overdue receivables. There were no other forward-looking indicators
to indicate increases in credit risk.
For cash and cash equivalents the Group has determined that all bank balances have low credit risk at each reporting
period as they are held by reputable international banking institutions.
The Group has not changed its overall strategy regarding the management of risk from 2025.
78
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
4Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits, current accounts in banks net of overdrafts and other
short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
20252024
$'000$'000
Cash on hand
78,27710,273
78,27710,273
5Reconciliation of loss after income tax to net cash outflow from operating activities
20252024
$'000$'000
Loss for the year(39,822)(182,111)
Non-cash and non-operating items:
Depreciation and amortisation of non-current assets50,56155,905
Depreciation of right-of-use assets6,4787,819
Gain on disposal of property, plant and equipment(291)(381)
Gain on derecognition of lease-(286)
Impairment of assets-114,564
New Zealand Units surrendered-2,785
Gain on sale of New Zealand Units4,466-
Non-cash share based payments expense / (recovery)(509)385
Interest costs classified as financing cash flow39,72147,690
Interest received classified as investing cash flow(842)(585)
Loss on derecognition of financial assets9,1627,916
Deferred tax movement(14,522)(53,589)
Loss / (gain) on derivative financial instruments1,000(54)
Unrealised foreign exchange gain(5)(56)
Livestock trading(119)(854)
Gain on revaluation of biological assets(1,613)(445)
Movements in working capital:
Decrease / (increase) in trade and other receivables49,938(52,601)
Increase / (decrease) in prepayments13,965(16,038)
(Increase) / decrease in inventories(71,716)92,804
Decrease in goods and services tax refundable and other current assets(5,897)865
Increase / (decrease) in trade and other payables121,956(65,972)
Increase / (decrease) in current tax assets
3,611(4,952)
Net cash inflow / (outflow) from operating activities
165,522(47,191)
77
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
4Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits, current accounts in banks net of overdrafts and other
short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
20252024
$'000$'000
Cash on hand
78,27710,273
78,27710,273
5Reconciliation of loss after income tax to net cash outflow from operating activities
20252024
$'000$'000
Loss for the year(39,822)(182,111)
Non-cash and non-operating items:
Depreciation and amortisation of non-current assets50,56155,905
Depreciation of right-of-use assets6,4787,819
Gain on disposal of property, plant and equipment(291)(381)
Gain on derecognition of lease-(286)
Impairment of assets-114,564
New Zealand Units surrendered-2,785
Gain on sale of New Zealand Units4,466-
Non-cash share based payments expense / (recovery)(509)385
Interest costs classified as financing cash flow39,72147,690
Interest received classified as investing cash flow(842)(585)
Loss on derecognition of financial assets9,1627,916
Deferred tax movement(14,522)(53,589)
Loss / (gain) on derivative financial instruments1,000(54)
Unrealised foreign exchange gain(5)(56)
Livestock trading(119)(854)
Gain on revaluation of biological assets(1,613)(445)
Movements in working capital:
Decrease / (increase) in trade and other receivables49,938(52,601)
Increase / (decrease) in prepayments13,965(16,038)
(Increase) / decrease in inventories(71,716)92,804
Decrease in goods and services tax refundable and other current assets(5,897)865
Increase / (decrease) in trade and other payables121,956(65,972)
Increase / (decrease) in current tax assets
3,611(4,952)
Net cash inflow / (outflow) from operating activities
165,522
(47,191)
77
4. Cash & Cash Equivalents6. Trade & Other Receivables
5. Reconciliation of Loss After Income Tax to
Net Cash Outflow From Operating Activities
PAGE 35ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
6Trade and other receivables(continued)
20252024
$'000$'000
Trade receivables62,128101,141
Provision for doubtful and impaired receivables
(4,302)(2,815)
Net trade receivables
57,826
98,326
Other receivables
37,15946,596
Total receivables
94,985
144,922
The reduction in other receivables is predominantly due to amounts receivable in relation to customer disputes which have
been settled in FY25.
(a)Impaired receivables
As at 31 July 2025, trade receivables of $7.3m were overdue (2024: $20.3m). These relate to several independent
customers for whom there is no recent history of default. The majority has since been collected except for $0.5m which
remains unpaid and is expected to be collected in the 2026 financial year.
The aging analysis of these overdue trade receivables is as follows:
20252024
$'000$'000
Overdue by
0 to 30 days5,05510,026
30 to 60 days1,687338
Over 60 days
5659,891
Total overdue trade receivables
7,30720,255
(b)Allowance for bad and doubtful receivables
The Group has recognised $1.6m losses in relation to provisions raised for potentially unrecoverable trade receivables
during the year (2024: $nil). The Group has also recognised a loss of $0.2m for estimated receivables impairment under
NZ IFRS 9 Financial Instruments (2024: $0.2m).
(c)Trade and other receivables
Accounts receivable are amounts incurred in the normal course of business.
(d)Derecognised financial assets
The Group has derecognised trade receivables that have been sold to three banks (ANZ, Rabobank and HSBC) under the
terms of underlying receivables purchase agreements. The Group routinely assess the terms of the agreements and has
determined that substantially all the risks and rewards have been transferred to the banks. Receivables selected for
assignment are with customers with strong credit ratings and good payment histories. This results in immaterial volatility in
the present value of future cash flows in relation to assigned receivables under the various scenarios detailed in the terms
of the three agreements. An evaluation of external evidence of credit risk has also been performed for each customer. The
Group has $147.0m of receivables assigned as at 31 July 2025 (2024: $139.2m).
The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value of
continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at each reporting
date, when the terms of the facility are amended, and assesses each new customer at the initial assignment of a
receivable.
The loss on derecognition for the period of $9.2m (2024: $7.9m) arising from derecognition of assigned receivables is the
discount paid to the banks for acquiring these receivables.
79
6. Trade & Other Receivables (continued)7. Inventories
8. Trade & Other Payables
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
7Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable,
direct labour and an appropriate proportion of variable and fixed overhead expenditure. Cost is determined on a weighted
average basis and in the case of manufactured goods, includes direct materials, labour and production overheads.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
20252024
$'000$'000
Raw materials
Raw materials at cost134,43494,262
Raw materials at net realisable value
689189
135,12394,451
Work in progress
Work in progress at cost26,00741,638
Work in progress at net realisable value
6,6835,767
32,69047,405
Finished goods
Finished goods at cost72,10763,825
Finished goods at net realisable value
41,4984,021
113,60567,846
Total inventories
281,418
209,702
8Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less otherwise,
they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and are
subsequently measured at amortised cost using the effective interest method. Payables that are settled within a short
duration are not discounted.
20252024
$'000$'000
Trade payables191,377100,072
Accrued expenses 172,909139,188
Employee entitlements
14,05518,636
Total trade and other payables
378,341257,896
Payables denominated in currencies other than the functional currency comprise NZD $43.4m (2024: NZD $11.4m) of
USD, EUR, GBP, RMB, SGD, and AUD denominated trade payables and accruals.
80
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
7Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable,
direct labour and an appropriate proportion of variable and fixed overhead expenditure. Cost is determined on a weighted
average basis and in the case of manufactured goods, includes direct materials, labour and production overheads.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
20252024
$'000$'000
Raw materials
Raw materials at cost134,43494,262
Raw materials at net realisable value
689189
135,12394,451
Work in progress
Work in progress at cost26,00741,638
Work in progress at net realisable value
6,6835,767
32,69047,405
Finished goods
Finished goods at cost72,10763,825
Finished goods at net realisable value
41,4984,021
113,60567,846
Total inventories
281,418209,702
8Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less otherwise,
they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and are
subsequently measured at amortised cost using the effective interest method. Payables that are settled within a short
duration are not discounted.
20252024
$'000$'000
Trade payables191,377100,072
Accrued expenses 172,909139,188
Employee entitlements
14,05518,636
Total trade and other payables
378,341
257,896
Payables denominated in currencies other than the functional currency comprise NZD $43.4m (2024: NZD $11.4m) of
USD, EUR, GBP, RMB, SGD, and AUD denominated trade payables and accruals.
80
PAGE 36ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
9Property, plant and equipment
Recognition and measurement
Property, plant and equipment are initially measured at cost less accumulated depreciation.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working
condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are
located where the Group has an obligation to remove and restore.
When major components of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it
is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured
reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation of property, plant and equipment is recognised in profit or loss on a straight-line basis over the estimated
useful lives of each part of an item of property, plant and equipment. Land is not depreciated.
Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category on the
completion of the project and then depreciated.
Estimation and judgement is also required in the selection and application of useful lives. It is the Group's best estimate
that the useful lives adopted adequately reflect the flow of resources and the economic benefits required and derived in
the use and servicing of property, plant, and equipment.
The estimated useful lives for the current and comparative periods are as follows:
- Buildings10 - 60 years
- Plant and equipment3 - 35 years
- Fixtures and fittings2 - 25 years
Depreciation methods, useful lives and residual values are reassessed at each reporting date.
Impairment
Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or
exercises judgement in assessing indicators of impairment, forecasting future cash flows, and determining other key
assumptions used for assessing fair values (less costs of disposal) or value in use.
81
9. Property, Plant & Equipment
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
9Property, plant and equipment(continued)
LandBuildings
Plant and
equipment
Fixtures and
fittings
Capital work
in progressTotal
$'000$'000$'000$'000$'000$'000
Cost
Balance as at 1 August 2023
55,415
325,892827,66724,66252,4171,286,053
Additions----29,83629,836
Reclassification / transfer-7,71241,0214,087(52,820)-
Disposals-(193)(2,527)(663)-(3,383)
Impairment (5,523)(28,770)(56,102)(1,645)-(92,040)
Transfer from assets held for sale
1,3504,61421,1863,9652,17033,285
Balance as at 31 July 2024
51,242
309,255831,24530,40631,6031,253,751
Balance as at 1 August 202451,242309,255831,24530,40631,6031,253,751
Additions----18,31518,315
Reclassification / transfer12844022,6531,354(24,575)-
Disposals
--(2,606)(935)-(3,541)
Balance as at 31 July 2025
51,370
309,695851,29230,82525,3431,268,525
Accumulated depreciation
Balance as at 1 August 2023
-
49,461228,95014,646-293,057
Depreciation (note 3)-7,51437,2682,860-47,642
Disposals-(190)(2,889)(1,266)-(4,345)
Transfer from assets held for sale
-1,0796,8511,024-8,954
Balance as at 31 July 2024
-
57,864270,18017,264-345,308
Balance as at 1 August 2024-57,864270,18017,264-345,308
Depreciation (note 3)-6,55634,4402,283-43,279
Disposals
--(2,027)(480)-(2,507)
Balance as at 31 July 2025
-
64,420302,59319,067-386,080
(a)Impairment
During the period, property, plant, and equipment was examined and there were no indicators for a further impairment. In
2024: $92.0m impairment charge was recognised to reflect the write down of select assets to the higher of their fair value
less costs of disposal (FVLCOD) and value in use through the Group's CGU impairment testing process.
During the financial year ended 31 July 2025, the Group conducted impairment testing on its South Island and North
Island Synlait cash generating units (CGUs). This was prompted by a significant difference observed between the Group’s
market capitalisation and its net asset value, which served as an indicator of possible impairment. In addition, the
Dairyworks CGU underwent impairment testing due to the allocation of goodwill to this unit.
Based on the assessment, that the recoverable amount for all CGUs exceeded the carrying amount, the carrying values
remain appropriate at the reporting date.
82
PAGE 37ANNUAL REPORT 2025
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
10Biological assets
Biological assets comprise livestock (dairy cows) and are measured at fair value less costs to sell at both initial recognition
and at the end of each reporting period. Changes in the fair value of biological assets are recognised in profit or loss. The
fair value of biological assets is determined by an independent valuer with reference to local area market prices at the end
of each reporting period. The fair value measurement of livestock is facilitated by grouping livestock by age and type. All of
the Group's biological livestock assets are classified as bearer biological assets.
20252024
$'000$'000
Balance as at 31 July
4,731
3,597
As at 31 July 2025 there were 2,297 dairy cows on hand (2024: 2,372). The dairy cows are used for the purposes of
producing milk to be utilised in the Group's milk processing operations.
83
10. Biological Assets11. Intangible Assets
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
11Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the net of
the fair values of the assets and liabilities of the subsidiaries acquired. Goodwill is tested for impairment annually and is
carried at cost as established at the date of acquisition of the subsidiary, less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to cash-generating units (CGU) that are expected to benefit
from the business combination in which the goodwill arose. The recoverable amount of CGUs is the higher of fair value
less costs to sell and value in use. If this recoverable amount is less than the carrying amount of the CGU an impairment
loss is recognised immediately in the profit and loss, and it is not subsequently reversed.
Brands
Purchased brands are initially recognised at fair value if acquired as part of a business combination, and are tested for
impairment annually, or more frequently if there are any indicators of impairment, on the same basis as goodwill.
Patents, trademarks and other rights
Separately acquired patents, trademarks, and other rights are shown at historical cost. Patents, trademarks, and other
rights have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the
straight-line method to allocate the cost of patents, trademarks, and other rights over their estimated useful lives of 4 to 20
years.
Computer software
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the design, testing, and implementation of identifiable and unique
software products controlled by the Group are recognised as intangible assets. Amortisation is calculated using the
straight-line method to allocate the cost of computer software over an estimated useful life of 1 year to 12 years.
New Zealand Units (NZU)
New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme. The
units are measured at cost and expensed on a first-in first-out basis. Units are surrendered during the year to meet the
Group's obligations under the New Zealand Emissions Trading Scheme.
New Zealand Units are classified as current assets due to the expectation they will be utilised by the Group within one
year.
Impairment of non-financial assets
The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there
is any indication of impairment.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount. A CGU is
the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups.
Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a pro
rata basis.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses are recognised in profit or loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment
loss has been recognised. An impairment loss in relation to goodwill is not reversed.
84
PAGE 38ANNUAL REPORT 2025
11. Intangible Assets (continued)
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
11Intangible assets(continued)
GoodwillBrands
Patents,
trademarks
and other
intangibles
Computer
software
Intangibles
in
progress
New
Zealand
UnitsTotal
$'000$'000$'000$'000$'000$'000$'000
Cost
Balance as at 1 August 2023
6,026
-8,61477,06159310,901103,195
Additions----2,362-2,362
Reclassification/transfer--108184(292)--
Disposals---(1,045)--(1,045)
Surrenders-----(2,785)(2,785)
Transfer to assets held for sale58,16316,569921,363--76,187
Impairment charge
(6,026)-(41)(7,886)--(13,953)
Balance 31 July 2024
58,16316,5698,77369,6772,6638,116163,961
Balance as at 1 August 202458,16316,5698,77369,6772,6638,116163,961
Additions----4,9891,1936,182
Reclassification/transfer--207,624(7,644)--
Disposals--(109)(1,183)--(1,292)
Surrenders
-----(5,659)(5,659)
Balance 31 July 2025
58,16316,5698,68476,11883,650163,192
Accumulated amortisation
Balance as at 1 August 2023
1,80714,810--16,617
Amortisation (note 3)1,6786,585--8,263
Disposals-(995)--(995)
Transfer to assets held for sale
47883--930
Balance as at 31 July 2024
3,53221,283--24,815
Balance as at 1 August 2024--3,53221,283--24,815
Amortisation (note 3)--1,6175,665--7,282
Disposals
--(109)(1,103)--(1,212)
Balance as at 31 July 2025
-
-5,04025,845--30,885
Carrying amounts
Year ended 31 July 2024
Current-----5,1495,149
Non-current
58,16316,5695,24148,3942,6632,967133,997
Closing net book value
58,163
16,5695,24148,3942,6638,116139,146
Year ended 31 July 2025
Current-----3,6503,650
Non-current
58,16316,5693,64450,2738-128,657
Closing net book value
58,163
16,5693,64450,27383,650132,307
During the period, intangible assets were examined and there were no indicators for a further impairment. The Dairyworks
CGU was tested for impairment due to the non-depreciating assets which require an annual impairment assessment.
85
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
11Intangible assets(continued)
The Dairyworks CGU has a goodwill allocation of $58.2m. In addition, non-depreciating intangible assets with indefinite
useful lives, primarily brand and trademark assets, have been allocated to the CGU with a carrying amount of $16.6m.
The recoverable amount of the Dairyworks CGU was determined using the value in use methodology. This assessment
was based on projected cash flows that reflect both historical performance and management’s expectations of future
market conditions for Dairyworks’ products. A pre-tax discount rate of 11.82% was applied, alongside a terminal growth
rate of 2.5%.
A sensitivity analysis was also performed. It indicated that an increase of 10.5% in the pre-tax discount rate would reduce
the CGU’s recoverable amount below its carrying amount, resulting in an impairment. Similarly, a reduction in projected
cash flows of 41% would also lead to impairment.
However, the results of the impairment test showed that the recoverable amount exceeded the carrying amount by
$151.1m. Accordingly, no impairment loss was recognised for the Dairyworks CGU.
86
PAGE 39ANNUAL REPORT 2025
12. Leases
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
12 Leases
Measurement of right-of-use assets and lease obligations
Right-of-use assets are initially measured equal to the present value of the remaining lease liability. Subsequent additions
are measured at the initial amount of the lease obligation adjusted for any lease payments made at, or before, the
commencement date, plus any initial direct costs incurred, less any lease incentives received.
ROU assets are depreciated on a straight-line basis over the shorter of the term of the lease, or the useful life of the asset
determined on the same basis as the Group’s property, plant and equipment. ROU assets are also adjusted for
impairment and any remeasurements of the lease liability.
Measurement of lease obligations
The lease obligation is initially measured at the present value of lease payments remaining at the lease commencement
date, discounted using the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease
obligation, when applicable, may comprise fixed payments, variable payments that depend on an index or rate, amounts
expected to be payable under a residual value guarantee and the exercise price under a purchase, extension or
termination option that the Group is reasonably certain to exercise.
The lease obligation is subsequently measured at amortised cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the
Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group exercises a
purchase, extension or termination option. When the lease obligation is remeasured, a corresponding adjustment is made
to the carrying amount of the ROU asset.
The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of twelve
months or less or for leases of low-value assets. Payments associated with these leases are recognised as an operating
expense on a straight-line basis over the lease term within costs and expenses on the consolidated income statement. The
Group has also elected to apply a single discount rate to portfolios of leases with reasonably similar characteristics.
87
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
12 Leases(continued)
Right-of-use assetsBuildings
Plant and
equipmentTotal
$'000$'000$'000
Cost
Balance as at 1 August 202349,7681,77451,542
Additions and acquisitions6014301,031
Disposals(5,981)(182)(6,163)
Impairment (8,571)-(8,571)
Transfer to assets held for sale
16,9521,44018,392
Balance as at 31 July 2024
52,769
3,46256,231
Balance as at 1 August 202452,7693,46256,231
Additions and acquisitions513305818
Reassessments and modifications7,160-7,160
Disposals
-(196)(196)
Balance as at 31 July 2025
60,442
3,57164,013
Accumulated Depreciation
Balance as at 1 August 20238,8015379,338
Sale and leaseback adjustment---
Disposals(4,552)(172)(4,724)
Depreciation (note 3)7,0567637,819
Transfer to assets held for sale
3,9614994,460
Balance as at 31 July 2024
15,266
1,62716,893
Balance as at 1 August 202415,2661,62716,893
Disposals-(197)(197)
Reassessments and modifications(38)-(38)
Depreciation (note 5)
5,7876916,478
Balance as at 31 July 2025
21,015
2,12123,136
Carrying amounts
Balance as at 31 July 2024
37,5031,83539,338
Balance as at 31 July 2025
39,427
1,45040,877
Lease obligations20252024
$'000$'000
Current6,4996,327
Non-current
48,73447,752
Total discounted lease obligations
55,233
54,079
Interest expense on lease obligations for the year ended 31 July 2025 was $3.6m (2024: $3.8m) and is included in finance
expense.
88
PAGE 40ANNUAL REPORT 2025
13. Finance Income & Expenses14. Loans & Borrowings
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
13Finance income and expenses
Interest income is recognised using the effective interest method. When a loan or receivable is impaired, the Group
reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original
effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on
impaired loans and receivables is recognised using the original effective interest rate.
Interest expense on borrowings, bank and facility fees and transaction costs are recognised in the income statement over
the period of the borrowings, using the effective interest rate method, unless such costs relate to funding capital work in
progress. Interest expense on lease obligations are also recognised in the income statement in accordance with NZ IFRS
16.
20252024
$'000$'000
Finance income
Interest income on loans and deposits
842585
Total finance income
842585
Finance costs
Interest and facility fees(36,096)(43,926)
Capitalised borrowing cost-247
Interest on leases
(3,625)(4,010)
Total finance costs
(39,721)
(47,689)
Loss on derecognition of financial assets
(9,162)(7,916)
Net finance costs
(48,041)
(55,020)
89
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
14Loans and borrowings
Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing liabilities
are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the profit and loss component of the statement of comprehensive income over the
period of the borrowings using the effective interest method.
20252024
Drawn
facility
amount
Transaction
costs
Carrying
amount
Drawn
facility
amount
Transaction
costs
Carrying
amount
$'000$'000$'000$'000$'000$'000
Working capital facility NZD---26,237-26,237
Working capital facility USD---56,664-56,664
Revolving credit facility141,411(161)141,250107,265(185)107,080
Retail bonds---180,000(280)179,720
Term loan facility57,589-57,589---
Shareholder loan
130,000-130,000---
Current liabilities
329,000
(161)328,839370,166(465)369,701
Revolving credit facility---61,714(106)61,608
Shareholder loan
---130,000(353)129,647
Non-current liabilities---191,714(459)191,255
Total loans and borrowings
329,000
(161)328,839561,880(924)560,956
(a)Terms of loans and borrowings
The bank loans and working capital facility within the Group are secured under the terms of the General Security Deed
dated 26 June 2013, by which all present and future property is secured to ANZ Bank, China Construction Bank ("CCB"),
Bank of China ("BOC"), HSBC, Rabobank, Kiwibank, Bank of Communications ("BOCOM"), Industrial and Commercial
Bank of China ("ICBC") and Bank of East Asia (BEA).
A shareholder loan of $130.0m from the Group's majority shareholder, Bright Dairy, has been extended for a further 12
months. The new maturity date is 12 July 2026.
The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility
arrangements. The Group has met all covenants for the reporting period ended 31 July 2025.
The Group’s interest bearing loans and borrowing are on floating rates of interest. The nominal interest rate is calculated
by adding the BKBM rate for NZD facilities, US SOFR rate for USD facilities and the applicable margin rate. It excludes line
fees and swap costs. As at year end the interest was charged at rate between 4.625% to 7.045%.
Subsequent to year end, the Group completed a refinancing of its syndicated banking facilities with ANZ, CCB, BOC,
HSBC, Rabobank, BOCOM, ICBC and BEA continuing as members. The terms of the facilities, which are due to become
available, on 30 September 2025. The 9-months facilities peak at $350.0m and mature at 30 June 2026.
90
PAGE 41ANNUAL REPORT 2025
15. Share Capital
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
15Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction
from the proceeds.
During the reporting period, no new ordinary shares were granted to participants of the Group's Long Term Incentive
scheme as a result of share rights that were granted under the scheme vesting and being converted to ordinary shares
(2024: $nil). Refer to note 16 for further information.
During the reporting period, the Group issued 384,616,437 common shares in an equity placement to its two largest
shareholders, Bright Dairy and The a2 Milk Company. The equity placement was conducted under terms approved by the
shareholders at a Special Shareholders’ Meeting held on 18 September 2024, with new ordinary shares issued to Bright
Dairy Holding Limited and The a2 Milk Company at agreed issue prices. This issuance was pursuant to shareholder
resolutions and complied with all relevant NZX listing rules and the Takeovers Code.
2025202420252024
SharesShares$'000$'000
(a)Share capital
Ordinary shares
On issue at beginning of period218,581,661218,581,661464,774464,774
Shares issued during period
384,616,437-212,107-
On issue at end of period
603,198,098
218,581,661676,881464,774
None of the above shares are held by the Group or its subsidiaries.
(b)Ordinary shares
All issued shares are fully paid and have no par value.
Ordinary shares are entitled to one vote per share at meetings of Synlait Milk Limited.
All ordinary shares rank equally with regard to Synlait Milk Limited's residual assets.
(c)Capital risk management
The Group's capital includes share capital, retained earnings and reserves.
The Group's policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain
future development of the business. The impact of the level of capital on shareholders' return is also recognised and the
Group recognises the need to maintain a balance between the higher returns that might be possible with greater gearing
and the advantages and security afforded by a sound capital position.
The Group is subject to various security ratios within the bank facilities agreement.
(d)Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the
period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares
outstanding to include the effects of all potential dilutive shares.
91
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
15Share capital(continued)
Total basic EPS for the 2025 financial period was (7.39) cents (2024: (83.31) cents). Diluted EPS for the 2025 financial
period was (7.39) cents (2024: (83.31) cents). Weighted average shares outstanding for the 2025 financial period was
538,919,735 (2024: 218,581,661). Weighted average shares outstanding, adjusted for potentially dilutive shares for the
2025 financial period was 538,919,735 (2024: 219,187,046).
16Share based payments
LTI Share Scheme Overview
Under the Long-Term Incentive (LTI) share scheme, eligible participants are granted Performance Share Rights (“PSRs”).
These PSRs are designed to incentivise long-term performance and align the interests of participants with those of Synlait
Milk Limited’s shareholders.
For PSRs granted during the 2023 financial year and previously, settlement occurs via conversion into ordinary shares.
From the 2024 financial year onward, PSRs are to be settled in cash, unless otherwise noted.
PSRs are typically awarded annually, with each grant assessed over a three-year performance period commencing from
the date of award. The number of PSRs allocated is calculated as 20% of the participant’s base salary divided by Synlait
Milk Limited’s share price on the entitlement date.
Performance Conditions and Vesting Criteria
Financial Year 2025 Grants:
PSRs consist of 30% Total Shareholder Return Rights (“TSR Rights”) and 70% Return on Net Capital Employed Rights
(“RoNCE Rights”).
Vesting of TSR Rights and RoNCE Rights is subject to progressive vesting scales based on performance outcomes.
For TSR Rights, 100% vesting requires Synlait’s TSR to reach $1.20 for the volume weighted average price (VWAP)
over the last 10 trading days as at 31 July 2027.
For RoNCE Rights, 100% vesting requires Synlait’s RoNCE to exceed the 4.89% per year target over the performance
period.
Grants Prior to Financial Year 2025:
PSRs are split 50% as TSR Rights and 50% as Earnings Per Share Rights (“EPS Rights”).
Both TSR and EPS Rights vest using progressive scales.
For TSR Rights, 50% vests if Synlait’s TSR is at or above the 50th percentile of the peer group for the period, scaling
up to 100% vesting at or above the 75th percentile.
The TSR Peer Group is determined at the grant date.
For EPS Rights, 50% vests if EPS equals a Board-approved target, scaling up to 100% if EPS meets or exceeds the
target plus 10%.
For both TSR and EPS hurdles, Synlait’s TSR must be positive over the assessment period for vesting to occur.
Additional Terms
No exercise price is payable on the exercise of PSRs. Ordinary shares are delivered to participants at nil consideration.
The LTI share scheme is operated annually, with awards subject to Board approval. Each award is assessed over a three-
year period.
20252024
Outstanding 1 August1,638,673637,247
Granted during the year1,796,9151,051,339
Forfeited during the year(1,196,287)(49,913)
Exercised during the year
--
2,239,3011,638,673
92
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
15Share capital(continued)
Total basic EPS for the 2025 financial period was (7.39) cents (2024: (83.31) cents). Diluted EPS for the 2025 financial
period was (7.39) cents (2024: (83.31) cents). Weighted average shares outstanding for the 2025 financial period was
538,919,735 (2024: 218,581,661). Weighted average shares outstanding, adjusted for potentially dilutive shares for the
2025 financial period was 538,919,735 (2024: 219,187,046).
16Share based payments
LTI Share Scheme Overview
Under the Long-Term Incentive (LTI) share scheme, eligible participants are granted Performance Share Rights (“PSRs”).
These PSRs are designed to incentivise long-term performance and align the interests of participants with those of Synlait
Milk Limited’s shareholders.
For PSRs granted during the 2023 financial year and previously, settlement occurs via conversion into ordinary shares.
From the 2024 financial year onward, PSRs are to be settled in cash, unless otherwise noted.
PSRs are typically awarded annually, with each grant assessed over a three-year performance period commencing from
the date of award. The number of PSRs allocated is calculated as 20% of the participant’s base salary divided by Synlait
Milk Limited’s share price on the entitlement date.
Performance Conditions and Vesting Criteria
Financial Year 2025 Grants:
PSRs consist of 30% Total Shareholder Return Rights (“TSR Rights”) and 70% Return on Net Capital Employed Rights
(“RoNCE Rights”).
Vesting of TSR Rights and RoNCE Rights is subject to progressive vesting scales based on performance outcomes.
For TSR Rights, 100% vesting requires Synlait’s TSR to reach $1.20 for the volume weighted average price (VWAP)
over the last 10 trading days as at 31 July 2027.
For RoNCE Rights, 100% vesting requires Synlait’s RoNCE to exceed the 4.89% per year target over the performance
period.
Grants Prior to Financial Year 2025:
PSRs are split 50% as TSR Rights and 50% as Earnings Per Share Rights (“EPS Rights”).
Both TSR and EPS Rights vest using progressive scales.
For TSR Rights, 50% vests if Synlait’s TSR is at or above the 50th percentile of the peer group for the period, scaling
up to 100% vesting at or above the 75th percentile.
The TSR Peer Group is determined at the grant date.
For EPS Rights, 50% vests if EPS equals a Board-approved target, scaling up to 100% if EPS meets or exceeds the
target plus 10%.
For both TSR and EPS hurdles, Synlait’s TSR must be positive over the assessment period for vesting to occur.
Additional Terms
No exercise price is payable on the exercise of PSRs. Ordinary shares are delivered to participants at nil consideration.
The LTI share scheme is operated annually, with awards subject to Board approval. Each award is assessed over a three-
year period.
20252024
Outstanding 1 August1,638,673637,247
Granted during the year1,796,9151,051,339
Forfeited during the year(1,196,287)(49,913)
Exercised during the year
--
2,239,3011,638,673
92
16. Share Based Payments
PAGE 42ANNUAL REPORT 2025
17. Reserves & Retained Earnings18. Financial Risk Management
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
17Reserves and retained earnings
(a)Retained earnings
Movements in retained earnings were as follows:
20252024
$'000$'000
Balance 1 August145,675327,786
Net loss for the year
(39,822)(182,111)
Balance 31 July
105,853
145,675
(b)Nature and purpose of reserves
(i)Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow
hedging instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged
transactions that have not yet occurred.
(ii)
Employee benefits reserve
The current year movement in the employee benefits reserve of ($0.5m) (2024: $0.4m) is comprised of the cumulative
share based payment expense for share options not yet vested of ($0.4m) (2024: $0.5m) and vesting/lapsing of rights
during the period of ($0.1m) (2024: ($0.1m)) and related movements in deferred tax balances of ($0.2m) (2024: ($nil)).
(c)Dividends
No dividends were declared by the Group during the year.
93
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
18Financial risk management
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, foreign
exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps and commodity
derivative contracts.
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and
commodity price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
The Group uses derivative financial instruments to hedge certain risk exposures.
Market risk
Foreign exchange risk
The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars. The Group
is also exposed to foreign currency risk on the purchase of raw materials for production and capital equipment purchases
from overseas. The Group enters into derivative arrangements in the ordinary course of business to manage foreign
currency risk. These instruments include forward exchange contracts, option collars and vanilla options. These instruments
enable the Group to mitigate the risk the variable exchange rates present to future cash flows for sales receipts or
purchases by fixing or limiting the exchange rate at which these cash receipts or payments are exchanged into NZ dollars.
In relation to foreign exchange contracts that are entered into based on forecast cash receipts or payments, variability in
the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the risk of ineffectiveness
the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future the exposure exists
given the increasing uncertainty of cash flows. Additionally, the Group’s policy is that the proportion of risk exposure to be
hedged changes on a monthly basis in response to the movement in market rates.
As at 31 July 2025, the Group has hedged 53% of its exposure to forecast foreign exchange risk on USD sales. As at 31
July 2025, the Group has hedged 100% of its exposure to forecast foreign exchange risk on USD purchases. As at 31 July
2025, the Group has hedged 29% of its exposure to forecast foreign exchange risk on AUD sales. The Group hedges
foreign exchange risk over the following 18 months from balance date.
Interest rate risk
Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market
interest rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.
The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to fixed
interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based on forecast
debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate the risk of
ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future the
exposure exists given the increasing uncertainty of cash flows.
The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken. The policy
requires the Group to hedge 50% to 90% of its exposure to interest rate risk that matures within 1 year, 30% to 80% of the
risk that matures between 2 and 3 years, and 0% to 50% of the risk that matures between 4 and 7 years.
Commodity Price Risk
Dairy commodity price risk is the risk of volatility in profit and loss from the movement in dairy commodity prices to which
the Group may be exposed. Volatility in global dairy commodity prices can have an adverse impact on the Groups
earnings and milk price by eroding selling prices and increasing input costs.
94
PAGE 43ANNUAL REPORT 2025
18. Financial Risk Management (continued)
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
18Financial risk management(continued)
The Group primarily manages its dairy commodity price risk by:
Determining the most appropriate mix of products to manufacture based on the milk supply curve and global demand
for dairy products;
Governing the length and terms of sales contracts so that sales revenue is reflective of current market prices and is,
where appropriate, linked to Global Dairy Trade (GDT) prices; and
Using commodity derivative contracts to manage sales price volatility caused by fluctuations in GDT prices.
The Group has a Board approved treasury policy that sets the parameters under which commodity cover is to be taken,
including permitted derivative types and volume limits.
Credit risk
The Group's exposure to credit risk is mainly influenced by its customer base and banking counterparties. The Group has
a credit policy in place under which each new customer is rigorously analysed for credit worthiness. Investments and
derivatives are only entered into with reputable financial banks.
The carrying amount of financial assets represents the Group's maximum credit exposure. The Group also retains all the
late payment risk in the derecognition of financial assets, as described in note 6.
Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due. The Group evaluates its
liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk. The Group has
negotiated banking facilities sufficient to meet its medium-term facility requirements.
The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines of
credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.
Market risk
(i)
Foreign exchange risk
The Group’s exposure to foreign currency risk at the reporting date was as follows:
2025
2024
USDAUDEURRMBUSDAUDEURRMB
$'000$'000$'000$'000$'000$'000$'000$'000
Trade receivables21,1005,32670715,23572,9932,40736320,019
Trade payables(8,449)(1,477)(225)(1,179)(1,669)(453)(173)(790)
Working capital facility
----(33,735)---
Total
12,651
3,84948214,05637,5891,95419019,229
95
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
18Financial risk management(continued)
The Group's exposure to foreign currency in the period ended 31 July 2025 is limited to its sales of dairy products,
purchases of raw materials for production and capital equipment purchases. As of the reporting date, the Group held the
following foreign exchange derivative instruments outstanding in relation to future foreign currency transactions, including
those associated with the North Island divestment.
2025 2024
Weighted
average
exchange rate
Nominal
balance
Weighted
average
exchange rate
Nominal
balance
$'000$'000
USD
Exports
Less than 1 year0.5909423,7500.6007391,500
1 to 2 years0.569718,0000.6059150,000
Imports
Less than 1 year0.5962(48,620)0.6094(18,791)
1 to 2 years0.6087(1,313)--
Options
----
Less than 1 year0.620010,0000.59155,000
1 to 2 years----
AUD
Exports
Less than 1 year0.92008,0000.910810,772
CNH
Exports
Less than 1 year4.101697,000--
1 to 2 years4.156218,000--
(ii)Interest rate risk
As at the reporting date, the Group had the following interest rate swap contracts outstanding:
2025 2024
Weighted
average
interest rate
Nominal
balance
Weighted
average
interest rate
Nominal
balance
%$'000%$'000
Less than 1 year%4.4745,000%4.3750,000
1 to 2 years%4.7335,000%4.4745,000
2 to 3 years%4.7020,000%4.7335,000
3 to 4 years%--%4.7020,000
The above balances include forward start swap contracts for various periods and do not necessarily reflect the current
active contracts held at any one point in time.
In managing interest rate risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.
Over the longer term, however, changes in interest rates will have an impact on profit.
96
PAGE 44ANNUAL REPORT 2025
18. Financial Risk Management (continued)
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
18Financial risk management(continued)
(iii)Sensitivity analysis
The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of
changing interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the
financial instrument outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one input
whilst keeping the others constant.
Post-tax impact on the
income statement
Post-tax impact on cash
flow hedge reserve (equity)
2025
$'000
2024
$'000
2025
$'000
2024
$'000
100 basis point increase in interest rate(2,649)(3,803)681757
100 basis point decrease in interest rate2,6493,803(699)(782)
Foreign exchange rates
5% increase in exchange rate(1,020)(2,403)40,65417,306
5% decrease in exchange rate1,1272,656(27,963)(18,958)
(iv)Commodity derivatives
During the reporting period the Group entered into a small number of commodity derivative contracts to further support the
Group's existing financial risk management strategy. The movement in the fair value of the commodity derivatives is
included within the cash flow hedge reserve.
Liquidity risk
The total repayments and associated maturity of financial liabilities as at balance date is reported below.
Less than
12 months
Between 1
and 2
ye ars
Between 2
and 5
ye ars
Over 5
ye ars
Total
$'000$'000$'000$'000$'000
As at 31 July 2025
Working capital facility-----
Trade and other payables378,341---378,341
Loans and borrowings328,839---328,839
Derivative financial instruments7,656390724-8,770
Lease liabilities
6,4996,13514,40128,19855,233
Total
721,335
6,52515,12528,198771,183
As at 31 July 2024
Working capital facility82,901---82,901
Trade and other payables257,896---257,896
Loans and borrowings287,265191,714--478,979
Derivative financial instruments8,3854,044409-12,838
Lease liabilities
6,3276,36720,63320,75254,079
Total
642,774
202,12521,04220,752886,693
97
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
18Financial risk management(continued)
Cash flow hedges
The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in
accounting policy section of this note.
Hedging instruments used in cash
flow hedges
Nominal
amount Carrying amount
Hedge
accounted
amounts in
cash flow
reserve
Total cash
flow hedge
reserve
$'000
Assets
NZD'000
Liabilities
NZD'000
Intrinsic value
NZD'000NZD'000
31 July 2025
Foreign exchange risk
Foreign exchange contracts (USD)401,81714,492(7,128)7,8857,885
Foreign exchange contracts (AUD)8,00021(41)(20)(20)
Foreign exchange contracts (CNH)115,000790(31)759759
Interest rate risk
Interest rate swaps (NZD) 45,000-(1,112)(1,112)(1,112)
Commodity price risk
Dairy commodity futures6,666
-(458)(12)-
Total
15,303
(8,770)7,5007,512
31 July 2024
Foreign exchange risk
Foreign exchange contracts (USD)527,7093,245(11,922)(8,677)(8,677)
Foreign exchange contracts (AUD)10,77211(61)(50)(50)
Interest rate risk
Interest rate swaps (NZD) 50,000
172(856)(684)(684)
Total
3,428
(12,839)(9,411)(9,411)
Hedging instruments are located within the derivative financial instruments line items in the statement of financial position,
classified as assets or liabilities, current or non-current.
98
PAGE 45ANNUAL REPORT 2025
18. Financial Risk Management (continued)19. Financial Instruments
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
18Financial risk management(continued)
20252024
Effects of cash flow hedges on statement
of comprehensive income
Hedging gains /
(losses)
recognised in
other
comprehensive
income
Hedge
ineffectiveness
recognised in
profit or loss
Hedging gains /
(losses)
recognised in
other
comprehensive
income
Hedge
ineffectiveness
recognised in
profit or loss
$'000$'000$'000$'000
Foreign exchange risk
Forward exchange contracts17,404-(4,062)-
Interest rate risk
Interest rate swaps (NZD) (429)-(1,339)-
Commodity price risk
Dairy commodity futures
(11)---
Total
16,964
-(5,401)-
Hedge ineffectiveness is included within the finance expenses line of the income statement.
Impact to reserves in equity
The impact of the Group's hedge accounting policies on the reserves in equity is presented in the table below:
Hedge reserves
20252024
$'000$'000
Opening balance
(6,814)
(2,924)
Movements attributable to cash flow hedges:
Change in value of effective derivative hedging instruments15,996(33,694)
Reclassifications to the income statement as hedged transactions occurred96828,293
Tax (expense) / credit
(4,750)
1,511
Total movement
12,214
(3,890)
Closing balance
5,400
(6,814)
99
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
19Financial instruments
Classification
The Group classifies its financial assets in three categories: at amortised cost, at fair value through other comprehensive income and at
fair value through profit or loss. The classification of financial assets depends on the business model within which the financial asset is
held and its contractual cash flow characteristics.
The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.
(i)Financial instruments at amortised cost
Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial assets for collecting cash
flows and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.
The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and other receivables as
financial assets measured at amortised cost, except for receivables from customers who participate in the Group's receivables purchase
agreements which are classified as financial assets measured at fair value through profit and loss (FVPL).
Financial liabilities are classified as measured at amortised cost using the effective interest method, with the exception of those classified
at fair value.
The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as financial liabilities
measured at amortised cost.
(ii)Financial instruments at fair value through other comprehensive income ("FVOCI")
The Group has elected to designate certain investments in equity instruments that are not held for trading as FVOCI at initial recognition
and to present gains and losses in other comprehensive income. Dividends earned from such investments are recognised in profit or loss.
(iii)Financial instruments at fair value through profit or loss ("FVPL")
Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI are classified as FVPL.
Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.
Recognition and measurement
The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument.
Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchase or
sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not classified at fair value
through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs
are expensed in the profit and loss.
Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and foreign exchange gains or
losses are recognised in profit or loss. On derecognition, any gain or loss is recognised in profit or loss. Financial liabilities subsequently
measured at amortised cost are measured using the effective interest method.
Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in other comprehensive
income. Dividends earned from such investments are recognised in profit or loss.
Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.
A key judgement is the assessment that substantially all the risks and rewards of ownership have been transferred in the derecognition of
financial assets.
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and
the Group has transferred substantially all risks and rewards of ownership.
Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.
100
PAGE 46ANNUAL REPORT 2025
19. Financial Instruments (continued)
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
19Financial instruments(continued)
Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
As the Group’s financial instruments, with the exception of retail bonds, are not traded in active markets their fair value is determined
using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at
each balance date.
All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13, with the exception of
the retail bonds, which are included in level 1. The retail bonds are listed instruments on the NZDX and the Group is satisfied there is
sufficient trading in these instruments to qualify as an active market.
The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date. The fair value of foreign
exchange option agreements is determined using forward exchange rates at balance date. The fair value of interest rate swaps is
determined using forward interest rates as at reporting date. The fair value of commodity derivatives is determined using NZX settlement
prices.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a current legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously. There are master netting agreements in place for derivative financial instruments held, however these instruments
have not been offset in the statement of financial position as they do not currently meet the criteria for offset.
Impairment of financial assets
The Group has adopted the expected credit loss ("ECL") model. For further detail please refer to note 6. The Group assesses whether
there is evidence that a financial asset or group of financial assets is impaired, with the exception of assets that are fair valued through
profit or loss. A financial asset or a group of financial assets can be impaired and the impairment losses are recognised in accordance
with IFRS 9. The Group continues to assess if historical and future objective evidence of impairment exists after the initial recognition of
the asset.
Derivative financial instruments - hedge accounting
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, foreign exchange rate risk,
and commodity price risk including forward exchange contracts, interest rate swaps, and commodity derivative contracts.
Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to fair
value at each reporting date. For derivatives measured at fair value, the gain or loss that results from changes in fair value of the
derivative is recognised in earnings immediately, unless the derivative is designated and effective as a hedging instrument. Hedges of
highly probable forecast transactions or hedges of foreign currency risk of firm commitments are designated as cash flow hedges by the
Group.
The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the hedged item is 12
months or less from balance date, or when cash flows arising from the hedged item will occur within 12 months or less from balance date.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is
more than 12 months, and no cash flows will occur within 12 months of balance date.
(i)Hedge accounting
The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash flow hedges. Hedges
of risk on firm commitments and highly probable transactions are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly
effective in offsetting changes in fair values or cash flows of the hedged item.
(ii)Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in
other comprehensive income and accumulated as a separate component of equity in the hedging reserve. The gain or loss relating to the
ineffective portion and reclassification adjustments are recognised immediately in profit or loss, included in revenue for foreign exchange
instruments and commodity price derivatives, and finance costs for interest rate swaps.
Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification adjustment) in the periods
when the hedged item is recognised in profit or loss, in the same line as the recognised hedged item.
101
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
19Financial instruments(continued)
Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument expires or is sold,
terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss recognised in the hedging reserve at
that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast
transaction is no longer expected to occur, the cumulative gain or loss that was recognised in the hedging reserve is immediately recorded
in profit or loss.
The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the intrinsic value as the
hedging instrument. The time value, including any gains or losses, is recognised in other comprehensive income until the hedged
transaction occurs and is recognised in profit or loss.
(iii)Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not
qualify for hedge accounting are recognised immediately in the income statement.
(a)Financial instruments by category
Financial assets
At amortised cost
At fair value
through other
comprehensive
income
At fair value
through profit or
lossTotal
$'000$'000$'000$'000
At 31 July 2025
Cash and cash equivalents78,277--78,277
Derivative financial instruments--15,30315,303
Trade and other receivables94,985--94,985
Investments in equity
-2,301-2,301
Total
173,262
2,30115,303190,866
At 31 July 2024
Cash and cash equivalents10,273--10,273
Derivative financial instruments--3,4283,428
Trade and other receivables117,047-27,875144,922
Investments in equity
-1,860-1,860
Total
127,320
1,86031,303160,483
102
PAGE 47ANNUAL REPORT 2025
19. Financial Instruments (continued)20. Income Tax
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
19Financial instruments(continued)
Financial liabilities
At amortised
cost
At fair value
through profit or
lossTotal
$'000$'000$'000
At 31 July 2025
Derivative financial instruments-8,7708,770
Working capital facility---
Lease liabilities55,233-55,233
Trade and other payables364,286-364,286
Loans and borrowings
328,839-328,839
Total
748,358
8,770757,128
At 31 July 2024
Derivative financial instruments-12,83812,838
Working capital facility82,901-82,901
Lease liabilities54,079-54,079
Trade and other payables257,896-257,896
Loans and borrowings
478,055-478,055
Total
872,931
12,838885,769
All derivative financial instruments are designated in effective hedge relationships.
103
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
20Income tax
Tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of the
statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity,
respectively.
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax
is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which
the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realised.
New Zealand tax consolidated group
Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited and Synlait Milk
(Dunsandel Farms) Limited, form a tax consolidated group. The New Zealand Dairy Company Limited, Eighty Nine Richard
Pearse Drive Limited, Dairyworks Limited and Synlait Milk (Holdings) No.1 Limited are not members of the tax
consolidated group.
20252024
$'000$'000
(a)Income tax (expense) / benefit
Current tax expense:
Current tax on profit / (loss) for the year26(11)
Current tax on prior period adjustments
-2,062
262,051
Deferred tax expense:
Temporary differences14,60061,589
Changes in tax rates and laws-(5,728)
Prior year adjustments
(87)(2,271)
Total deferred tax
14,51353,590
Income tax benefit / (expense)
14,539
55,641
(b)Reconciliation of effective tax rate
Profit / (loss) before income tax(54,361)(237,752)
Income tax using the Group's domestic tax rate - 28%15,22266,571
Tax exempt income-892
Non-deductible costs
(739)(6,191)
14,48361,272
Prior year adjustments(87)(209)
Deferred tax credit relating to changes in tax rates and laws-(5,728)
Other tax effects for reconciliation between accounting profit and tax expense
143306
56(5,631)
Income tax expense
14,539
55,641
104
PAGE 48ANNUAL REPORT 2025
20. Income Tax (continued)
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
20Income tax(continued)
(c)Imputation credits
2025
$'000
2024
$'000
Imputation credits available directly and indirectly to the shareholders of the Group
89,111
87,268
(d)Income tax recognised in other comprehensive income
The tax credit / (charge) relating to components of other comprehensive income is as follows:
Before tax
Tax benefit /
(expense)After tax
$'000$'000$'000
31 July2025
Cash flow hedges
16,964(4,750)12,214
Other comprehensive income
16,964
(4,750)12,214
31 July2024
Cash flow hedges
(5,401)1,511(3,890)
Other comprehensive income
(5,401)
1,511(3,890)
(e)Deferred taxation
2025
$'000
2024
$'000
The balance comprises temporary differences attributable to:
Assets
Tax losses carried forward93,04566,248
Other items4,4514,421
Derivatives-2,650
Lease liabilities
14,09315,485
Total deferred tax assets
111,589
88,804
Liabilities
Property, plant and equipment(75,755)(63,207)
Derivatives(2,100)-
Intangible assets(15,255)(15,303)
Right of use assets
(8,873)(10,481)
Total deferred tax liabilities
(101,983)
(88,991)
Total deferred tax
9,606
(187)
105
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
20Income tax(continued)
Balance
1 Aug 2023
Recognised
in profit or
loss
Recognised in
other
comprehensive
income
Recognised
directly in
equity
Prior year
adjustment
Movement
relating to
discontinued
operation
Balance
31 July
2024
$'000$'000$'000$'000$'000$'000$'000
Property, plant and
equipment(74,702)8,427--(97)3,165(63,207)
Derivatives1,147-1,511--(8)2,650
Other items4,217346--(300)1584,421
Tax losses carried forward18,86049,689--(2,301)-66,248
Intangible assets(6,134)(5,433)--427(4,163)(15,303)
Right of use assets(11,454)4,485---(3,512)(10,481)
Lease liabilities
13,381(1,654)---3,75815,485
Total
(54,685)
55,8601,511-(2,271)(602)(187)
Balance
1 Aug 2024
Recognised
in profit or
loss
Recognised in
other
comprehensive
income
Recognised
directly in
equity
Prior year
adjustment
Movement
relating to
discontinued
operation
Balance
31 July
2025
$'000$'000$'000$'000$'000$'000$'000
Property, plant and
equipment(63,207)(12,468)--(80)-(75,755)
Derivatives2,650-(4,750)---(2,100)
Other items4,4213,30530-(3,305)-4,451
Tax losses carried forward66,24823,495--3,302-93,045
Intangible assets(15,303)62--(14)-(15,255)
Right of use assets(10,481)1,608----(8,873)
Lease liabilities
15,485(1,402)--10-14,093
Total
(187)
14,600(4,720)-(87)-9,606
(f) Pillar II tax reform
The Organisation for Economic Co-operation and Development (OECD) has introduced GloBE Pillar Two model rules
which aim to implement a global minimum tax rate of 15 per cent across all jurisdictions.
The New Zealand Government has enacted legislation to implement the OECD Pillar Two Rules which are effective for the
Group from 1 August 2025. The Group has applied the exception to recognising and disclosing information about deferred
tax assets and liabilities related to Pillar Two income taxes.
The Group has undertaken a high-level assessment to determine the Group’s potential exposure to Pillar Two top-up
taxes. Based on the assessment, it is expected that the Group will satisfy the relevant criteria to rely on the Pillar Two
transitional safe harbour rules and is not expected to have exposure to Pillar Two top up taxes. However, it is possible that
the Group may be subject to Pillar Two top-up taxes in New Zealand in the future under the under-taxed profits rule as the
wider group operates in jurisdictions that have not enacted the Pillar Two rules. The Group is continuing to monitor the
developments of the Pillar Two legislation in countries that the Group operates in and assess the impact of Pillar Two
legislation on its future financial performance.
106
PAGE 49ANNUAL REPORT 2025
21. Other Investments
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
21Other investments
Investments in associates
Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest, and has
significant influence. Investments in associates are accounted for using the equity method and are measured in the statement of financial
position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to associates is included in the carrying
amount of the investment. Dividends reduce the carrying value of the investment.
Investments in joint ventures
Investments where the Group has joint control are accounted for using the equity method and are measured in the statement of financial
position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to joint ventures is included in the
carrying amount of the investment. Dividends reduce the carrying value of the investment.
20252024
$'000$'000
Equity securities110110
Interest in joint venture
2,1911,750
Total other investments
2,301
1,860
During the period the Group invested a further $0.4m (2024: $0.9m) in AgriZero a public private joint venture which has been established
to undertake a portfolio of investments that will help accelerate delivery of biological methane emissions reduction tools to all New
Zealand farmers. The Group has committed to investing a further $1.3m in the joint venture.
Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:
Name of entityCountry of
incorporation
Class of
shares
Equity holding
20252024
%%
Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100
The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100
Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100
Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525
Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary100100
Synlait Milk (Holdings) No.1 Limited (Subsidiary)New ZealandOrdinary100100
Dairyworks Limited (Subsidiary)New ZealandOrdinary100100
Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary100100
Primary Collaboration New Zealand LimitedNew ZealandOrdinary1717
Primary Collaboration New Zealand (Shanghai) Co., LtdChinaOrdinary1717
Centre for Climate Action Joint VentureNew ZealandOrdinary22
22Related party transactions
Parent entity
Bright Dairy Holding Limited hold 65.3% of the shares issued by Synlait Milk Limited (2024: 39.0%). Bright Dairy Holding
Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the People's Republic of
China.
Other related entities
On 1 October 2024, Synlait Milk Limited issued 308,333,333 new shares to Bright Dairy Holding Limited under a
placement approved at a special shareholder meeting on 18 September 2024, increasing Bright Dairy’s shareholding from
39.0% to 65.3% for a total consideration of NZD 185.0m (NZD 0.60 per share).
107
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
21Other investments
Investments in associates
Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest, and has
significant influence. Investments in associates are accounted for using the equity method and are measured in the statement of financial
position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to associates is included in the carrying
amount of the investment. Dividends reduce the carrying value of the investment.
Investments in joint ventures
Investments where the Group has joint control are accounted for using the equity method and are measured in the statement of financial
position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to joint ventures is included in the
carrying amount of the investment. Dividends reduce the carrying value of the investment.
20252024
$'000$'000
Equity securities110110
Interest in joint venture
2,1911,750
Total other investments
2,3011,860
During the period the Group invested a further $0.4m (2024: $0.9m) in AgriZero a public private joint venture which has been established
to undertake a portfolio of investments that will help accelerate delivery of biological methane emissions reduction tools to all New
Zealand farmers. The Group has committed to investing a further $1.3m in the joint venture.
Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:
Name of entityCountry of
incorporation
Class of
shares
Equity holding
20252024
%%
Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100
The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100
Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100
Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525
Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary100100
Synlait Milk (Holdings) No.1 Limited (Subsidiary)New ZealandOrdinary100100
Dairyworks Limited (Subsidiary)New ZealandOrdinary100100
Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary100100
Primary Collaboration New Zealand LimitedNew ZealandOrdinary1717
Primary Collaboration New Zealand (Shanghai) Co., LtdChinaOrdinary1717
Centre for Climate Action Joint VentureNew ZealandOrdinary
22
22Related party transactions
Parent entity
Bright Dairy Holding Limited hold 65.3% of the shares issued by Synlait Milk Limited (2024: 39.0%). Bright Dairy Holding
Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the People's Republic of
China.
Other related entities
On 1 October 2024, Synlait Milk Limited issued 308,333,333 new shares to Bright Dairy Holding Limited under a
placement approved at a special shareholder meeting on 18 September 2024, increasing Bright Dairy’s shareholding from
39.0% to 65.3% for a total consideration of NZD 185.0m (NZD 0.60 per share).
107
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
21Other investments
Investments in associates
Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest, and has
significant influence. Investments in associates are accounted for using the equity method and are measured in the statement of financial
position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to associates is included in the carrying
amount of the investment. Dividends reduce the carrying value of the investment.
Investments in joint ventures
Investments where the Group has joint control are accounted for using the equity method and are measured in the statement of financial
position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to joint ventures is included in the
carrying amount of the investment. Dividends reduce the carrying value of the investment.
20252024
$'000$'000
Equity securities110110
Interest in joint venture
2,1911,750
Total other investments
2,3011,860
During the period the Group invested a further $0.4m (2024: $0.9m) in AgriZero a public private joint venture which has been established
to undertake a portfolio of investments that will help accelerate delivery of biological methane emissions reduction tools to all New
Zealand farmers. The Group has committed to investing a further $1.3m in the joint venture.
Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:
Name of entityCountry of
incorporation
Class of
shares
Equity holding
20252024
%%
Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100
The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100
Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100
Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525
Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)ChinaOrdinary100100
Synlait Milk (Holdings) No.1 Limited (Subsidiary)New ZealandOrdinary100100
Dairyworks Limited (Subsidiary)New ZealandOrdinary100100
Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary100100
Primary Collaboration New Zealand LimitedNew ZealandOrdinary1717
Primary Collaboration New Zealand (Shanghai) Co., LtdChinaOrdinary1717
Centre for Climate Action Joint VentureNew ZealandOrdinary
22
22Related party transactions
Parent entity
Bright Dairy Holding Limited hold 65.3% of the shares issued by Synlait Milk Limited (2024: 39.0%). Bright Dairy Holding
Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the People's Republic of
China.
Other related entities
On 1 October 2024, Synlait Milk Limited issued 308,333,333 new shares to Bright Dairy Holding Limited under a
placement approved at a special shareholder meeting on 18 September 2024, increasing Bright Dairy’s shareholding from
39.0% to 65.3% for a total consideration of NZD 185.0m (NZD 0.60 per share).
107
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
22Related party transactions(continued)
Key management and personnel compensation
Other than their salaries and bonus incentives, there are no other benefits paid or due to executive leadership team
members as at 31 July 2025. The total short-term benefits paid to the key management and personnel is set out below.
20252024
$'000$'000
Short term benefits6,0078,157
Share based payments expenses (note 16)(536)385
(a)Other transactions with key management personnel or entities related to them
Information on transactions with key management personnel or entities related to them, other than compensation, are set
out below.
(i)
Loans to directors
There were no loans to directors issued during the period ended 31 July 2025 (2024: $nil).
(ii)Other transactions and balances
Directors of Synlait Milk Limited own and control 0.0% of the voting shares of the company at balance date (2024: 0.0%).
(iii)Shareholder loan
On 14 July 2024, The Group obtained a loan from its majority shareholder, Bright Dairy, which was fully drawn as at 31
July 2024 of $130.0m. The Group also has the option to extend the term of the loan by 1 year. During 2025 Synlait
extended the $130.0m shareholder loan for a further 12 months. The loan's new maturity date is 12 July 2026.
(b)Transactions with related parties
20252024
$'000$'000
Purchase of goods and services
Bright Dairy and Food Co Ltd - Directors fees268263
Sale of goods and services
Bright Dairy and Food Co Ltd - sale of dairy products4991,849
Financial cost
Bright loan interest 10,164-
(c)Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key
management personnel:
20252024
$'000$'000
Current receivables (sales of goods and services)
Bright Dairy and Food Co Ltd - reimbursement of costs(811)(890)
Bright Dairy and Food Co Ltd - interest payable(2,898)(569)
108
22. Related Party Transactions
PAGE 50ANNUAL REPORT 2025
23. Contingencies26. Other Accounting Policies
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
23Contingencies
Following the one-off events which occurred in the financial year, the company submitted an insurance claim to its insurer
for the recovery of losses incurred. The insurer has formally accepted the claim. However, as at 31 July 2025, the timing
and final amount of the reimbursement remain subject to further assessment and settlement procedures.
Accordingly, while management considers the inflow of economic benefits to be probable, it is not yet virtually certain, and
no asset has been recognised in the financial statements. The company will recognise the reimbursement as an asset
when it becomes virtually certain that the claim will be settled and paid.
No other significant contingent liabilities are outstanding at balance date (2024: $nil).
24Commitments
(a)Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
20252024
$'000$'000
Capital expenditure6332,666
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent
have been included as work in progress.
25Events occurring after the reporting period
Refinancing
Refer to the "Material events and other significant items" section of these notes for further information.
North Island asset sales
On 28 September 2025, the Company entered into a binding conditional agreement to sell its North Island assets. These
are primarily the Pokeno manufacturing facility, along with the company’s Auckland sites (a blending and canning facility
on Richard Pearse Drive and the warehouse facility on Jerry Green Street), and associated assets, leasehold agreements
and inventory.
The sale is subject to various conditions, including Abbott obtaining consent under the Overseas Investment Act 2005 and
Synlait obtaining shareholder approval. Its majority shareholder, Bright Dairy has confirmed it will vote in favour of the
transaction.
The sale is expected to conclude on 1 April 2026. The Company expects to receive approximately US$178.0m in purchase
consideration for the North Island assets. These amounts are provisional and subject to post-closing and other completion
adjustments.
109
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
23Contingencies
Following the one-off events which occurred in the financial year, the company submitted an insurance claim to its insurer
for the recovery of losses incurred. The insurer has formally accepted the claim. However, as at 31 July 2025, the timing
and final amount of the reimbursement remain subject to further assessment and settlement procedures.
Accordingly, while management considers the inflow of economic benefits to be probable, it is not yet virtually certain, and
no asset has been recognised in the financial statements. The company will recognise the reimbursement as an asset
when it becomes virtually certain that the claim will be settled and paid.
No other significant contingent liabilities are outstanding at balance date (2024: $nil).
24Commitments
(a)Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
20252024
$'000$'000
Capital expenditure6332,666
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent
have been included as work in progress.
25Events occurring after the reporting period
Refinancing
Refer to the "Material events and other significant items" section of these notes for further information.
North Island asset sales
On 28 September 2025, the Company entered into a binding conditional agreement to sell its North Island assets. These
are primarily the Pokeno manufacturing facility, along with the company’s Auckland sites (a blending and canning facility
on Richard Pearse Drive and the warehouse facility on Jerry Green Street), and associated assets, leasehold agreements
and inventory.
The sale is subject to various conditions, including Abbott obtaining consent under the Overseas Investment Act 2005 and
Synlait obtaining shareholder approval. Its majority shareholder, Bright Dairy has confirmed it will vote in favour of the
transaction.
The sale is expected to conclude on 1 April 2026. The Company expects to receive approximately US$178.0m in purchase
consideration for the North Island assets. These amounts are provisional and subject to post-closing and other completion
adjustments.
109
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
23Contingencies
Following the one-off events which occurred in the financial year, the company submitted an insurance claim to its insurer
for the recovery of losses incurred. The insurer has formally accepted the claim. However, as at 31 July 2025, the timing
and final amount of the reimbursement remain subject to further assessment and settlement procedures.
Accordingly, while management considers the inflow of economic benefits to be probable, it is not yet virtually certain, and
no asset has been recognised in the financial statements. The company will recognise the reimbursement as an asset
when it becomes virtually certain that the claim will be settled and paid.
No other significant contingent liabilities are outstanding at balance date (2024: $nil).
24Commitments
(a)Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
20252024
$'000$'000
Capital expenditure6332,666
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent
have been included as work in progress.
25Events occurring after the reporting period
Refinancing
Refer to the "Material events and other significant items" section of these notes for further information.
North Island asset sales
On 28 September 2025, the Company entered into a binding conditional agreement to sell its North Island assets. These
are primarily the Pokeno manufacturing facility, along with the company’s Auckland sites (a blending and canning facility
on Richard Pearse Drive and the warehouse facility on Jerry Green Street), and associated assets, leasehold agreements
and inventory.
The sale is subject to various conditions, including Abbott obtaining consent under the Overseas Investment Act 2005 and
Synlait obtaining shareholder approval. Its majority shareholder, Bright Dairy has confirmed it will vote in favour of the
transaction.
The sale is expected to conclude on 1 April 2026. The Company expects to receive approximately US$178.0m in purchase
consideration for the North Island assets. These amounts are provisional and subject to post-closing and other completion
adjustments.
109
Synlait Milk Limited
Notes to the financial statements
For the year ended 31 July 2025
26Other accounting policies
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
Goods and Services Tax (GST)
The profit and loss components of the statement of comprehensive income have been prepared so that all components
are stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and
payables, which include GST invoiced.
110
24. Commitments
25. Events Occurring After the Reporting Period
PAGE 51ANNUAL REPORT 2025
© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited,
a private English company limited by guarantee. All rights reserved.
Document classification: KPMG Public
Independent Auditor’s Report
To the shareholders of Synlait Milk Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated
financial statements which comprise:
the consolidated statement of financial position as
at 31 July 2025;
the consolidated income statement, statements of
other comprehensive income, changes in equity
and cash flows for the year then ended; and
notes, including material accounting policy
information and other explanatory information.
In our opinion, the accompanying
consolidated financial statements of Synlait
Milk Limited (the Company) and its
subsidiaries (the Group) on pages 28 to 51
present fairly in all material respects:
the Group’s financial position as at 31 July
2025 and its financial performance and cash
flows for the year ended on that date;
In accordance with New Zealand
Equivalents to International Financial
Reporting Standards (NZ IFRS) issued by
the New Zealand Accounting Standards
Board and the International Financial
Reporting Standards issued by the
International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of Synlait Milk Limited in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with Professional and Ethical
Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to GHG assurance services. Subject to certain
restrictions, partners and employees of our firm may also deal with the Group on normal terms within the ordinary
course of trading activities of the business of the Group. These matters have not impaired our independence as
auditor of the Group. The firm has no other relationship with, or interest in, the Group.
© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited,
a private English company limited by guarantee. All rights reserved.
Document classification: KPMG Public
Independent Auditor’s Report
To the shareholders of Synlait Milk Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated
financial statements which comprise:
the consolidated statement of financial position as
at 31 July 2025;
the consolidated income statement, statements of
other comprehensive income, changes in equity
and cash flows for the year then ended; and
notes, including material accounting policy
information and other explanatory information.
In our opinion, the accompanying
consolidated financial statements of Synlait
Milk Limited (the Company) and its
subsidiaries (the Group) on pages 28 to 51
present fairly in all material respects:
the Group’s financial position as at 31 July
2025 and its financial performance and cash
flows for the year ended on that date;
In accordance with New Zealand
Equivalents to International Financial
Reporting Standards (NZ IFRS) issued by
the New Zealand Accounting Standards
Board and the International Financial
Reporting Standards issued by the
International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of Synlait Milk Limited in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with Professional and Ethical
Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to GHG assurance services. Subject to certain
restrictions, partners and employees of our firm may also deal with the Group on normal terms within the ordinary
course of trading activities of the business of the Group. These matters have not impaired our independence as
auditor of the Group. The firm has no other relationship with, or interest in, the Group.
Material uncertainty related to going concern
We draw attention to the “Going Concern” note, included in the “Material events and other significant items”
section on pages 31 and 32 in the consolidated financial statements. The conditions in the “Going Concern” note,
indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of
business, and at the amounts stated in the financial report. Our opinion is not modified in respect of this matter.
In concluding there is a material uncertainty related to going concern we evaluated the extent of uncertainty
regarding events or conditions casting significant doubt in the Group’s assessment of going concern. This
included:
• Reviewing the work papers of the predecessor auditor to understand the assumptions underlying the
presentation of the 2024 financial statements on a going concern basis.
• Evaluating management’s cash flow forecasts covering the period to 30 September 2026, including
assumptions related to operating performance, divestment proceeds, and debt repayment.
• Reviewing documentation related to the planned divestment, including sale agreements and board
approvals.
• Assessing the company’s recent operating and financial performance and its impact on refinancing and
divestment prospects.
• Reviewing correspondence with lenders and assessing the company’s ability to meet its obligations in the
absence of divestment proceeds.
• Discussions with representatives of the majority shareholder of the Group, regarding the related party loan
provided and future intentions in relation to this funding.
• Evaluating the Group’s going concern disclosures in the financial report by comparing them to our
understanding of the matter, the events or conditions incorporated into the cash flow projection assessment,
the Group’s plans to address those events or conditions, and accounting standard requirements. We
specifically focused on the principle matters giving rise to the material uncertainty.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $5.1m determined with reference to a benchmark of the Group’s total revenue. We chose
the benchmark because, in our view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. Except for the matter described in the material
uncertainty related to going concern section of our report, we summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion.
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
PAGE 52ANNUAL REPORT 2025
Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the
consolidated financial statements as a whole and we do not express discrete opinions on separate elements of
the consolidated financial statements.
The key audit
matter
How the matter was addressed in our audit
Impairment of the North Island Cash Generating Unit (CGU)
Refer to Note 9 to the financial
statements.
The impairment assessment of
North Island CGU was
identified as a Key Audit Matter
due to the significant
complexity, subjectivity, and
estimation uncertainty involved
in determining the recoverable
amounts. This process
requires management to make
critical judgments and
assumptions, including
estimating future cash flows,
applying appropriate discount
rates, and forecasting growth
rates.
These assumptions are
inherently uncertain and highly
sensitive to changes in
economic and industry
conditions. Such changes,
including adverse market
trends or deteriorating
economic conditions, can
significantly impact the
recoverable amounts of the
CGU and create a higher risk
of material misstatement in the
financial statements.
Furthermore, these judgments
have a direct effect on the
presentation of the financial
performance and position of
the entity, which are key
factors in the decisions of the
Group’s stakeholders.
Our audit procedures included:
• We evaluated management’s identification of CGUs and the allocation of
assets, liabilities, and goodwill to these CGUs for compliance with the
applicable financial reporting framework.
• We assessed the appropriateness of the valuation methodology used to
determine recoverable amounts, ensuring compliance with the
requirements of applicable accounting standards (e.g., IAS 36,
Impairment of Assets).
• In conjunction with our valuation specialists, we assessed the
reasonableness of the assumptions used by management for the North
Island CGU/assets, including:
• Forecasted future cash flows, by comparing them to historical results,
business plans, and external market data.
• The discount rates, by independently evaluating the methodology
and significant inputs used to derive these rates, and benchmarking
them against industry norms.
• Long-term growth rates, by comparing them to market trends and
available macroeconomic data.
• We performed sensitivity analyses on key assumptions to assess the
potential impact of reasonably possible changes on the recoverable
amounts and evaluated whether adequate disclosures have been
included in the financial statements in this regard.
• Where applicable, we verified the mathematical accuracy of the
impairment models used by management.
• We discussed with management the status of discussions around the
divestment of the North Island
CGU, including the likely proceeds should
the transaction complete.
Our findings:
We completed the above procedures and have no matter to report.
The key audit
matter
How the matter was addressed in our audit
Recoverability of deferred tax assets (DTA)
Refer to Note 20 and the
“Material events and other
significant items” section on
page 31 to the financial
statements.
The recoverability of deferred
tax assets (DTA) is a Key Audit
Matter due to the significant
judgement and estimation
required by management in
assessing whether sufficient
future taxable profits will be
available to justify the
recognition of the DTA. This
involves complex and
inherently uncertain
assumptions about future
financial performance,
including the timing and extent
of future taxable profits,
particularly given the group's
recent history of losses,
unstable profitability, and
operational challenges.
A total of $93.1m of DTA is
recognised on the balance
sheet in relation to tax losses
carried forward, which
represents a material balance
to the financial statements.
Uncertainty is heightened by
the sale of the North Island
assets, which is expected to
have a material impact on the
future financial performance as
this CGU has been a
significant contributor to the
group’s historical losses.
Given these factors, there is a
heightened risk of material
misstatement in the financial
statements due to the potential
non-recoverability of the DTA.
This is a critical area for
stakeholders, as it directly
Our audit procedures included:
• We evaluated management’s assessment of the recoverability of the
DTA, including their estimate of future taxable profits and consideration
of the impact of the North Island assets sale.
• We reviewed management’s cash flow projections and profit forecasts,
assessing their consistency with business plans, past performance, and
the economic factors relevant to the group’s operations.
• We analysed the assumptions underlying the forecasts, including
revenue growth rates, cost-
saving measures from operational excellence
initiatives, and their feasibility given the group’s recent performance.
• We assessed the appropriateness of management’s determination of the
periods over which taxable profits are expected to arise and ensured the
forecasts were not overly optimistic given the group’s history of losses
and unstable profitability.
• We evaluated the application of tax laws and regulations to the group’s
forecasts, ensuring the timing and availability of tax benefits were
appropriately considered.
• We performed sensitivity analyses to understand the effect of reasonably
possible changes in key assumptions, such as profitability, on the
recoverability of the DTA.
• We assessed whether adequate disclosures were included in the
financial statements regarding the estimation uncertainties and
judgments related to the DTA recoverability.
Our findings:
We completed the above procedures and have no matter to report.
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
PAGE 53ANNUAL REPORT 2025
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
The key audit
matter
How the matter was addressed in our audit
impacts the group’s financial
position and profitability
presentation.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The other information we obtained prior to the date of this auditor’s report comprised the information
included in the annual report, excluding the Sustainability Report 2025, which forms part of the Annual Report,
but will be published at a later date.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Sustainability Report 2025, 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of directors for the consolidated financial
statements
The directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with NZ
IFRS issued by the New Zealand Accounting Standards Board and the International Financial Reporting
Standards issued by the International Accounting Standards Board;
— implementing the necessary internal control to enable the preparation of a consolidated set of financial
statements that is free from material misstatement, whether due to fraud or error; and
— assessing the ability of the Group to continue as a going concern. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
they either intend to liquidate or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
— 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 independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in
accordance with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of the
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1 -1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Ian Proudfoot.
For and on behalf of:
KPMG
Christchurch
29 September 2025
PAGE 54ANNUAL REPORT 2025
Directory
Registered and Head Office
1028 Heslerton Road
Rakaia, RD13
New Zealand
Contact us
+64 3 373 3000
info@synlait.com
synlait.com
You can also follow us on
Facebook and LinkedIn
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Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
Level 2
159 Hurstmere Rd
Takapuna
Auckland 0622
0800 467 335
+64 9 488 8777
enquiry@computershare.co.nz
Auditor
KPMG New Zealand
79 Cashel Street, Level 5
PO Box 1739
Christchurch 8140
+ 64 3 363 5600
home.kpmg.com/nz
B Corp™ Certified
Synlait’s commitment to elevating people
and planet to the same level as profit was
recognised in June 2020 when it became
part of the B Corp™ community.
B Corp™ is a community of leaders driving
a global movement of people using
business as a force for good.
Certified B Corporations™ consider the
impact of their decisions on their workers,
customers, suppliers, community, and the
environment.
B Corp™ resonates strongly with Synlait’s
purpose of Doing Milk Differently For A
Healthier World.
PAGE 55ANNUAL REPORT 2025
---
Full Year Results
Investor Presentation
For the 12 months ended 31 July 2025
A defining moment: agreement to sell Synlait's North Island assets
Global healthcare leader, Abbott, to purchase world-class assets for approximately US$178 million (NZ$307 million).
As of today, Synlait’s future is simplified and secure
Overview
• Global healthcare leader Abbott has entered into a
binding conditional agreement to purchase Synlait's
North Island assets.
• The North Island assets primarily consist of the Pōkeno
factory, the blending and canning facility located on
Richard Pearse Drive, and the leased warehousing facility
on Jerry Green Street.
• Sale price is approximately US$178 million (approximately
NZ$307 million).
• Targeted completion is 1 April 2026 with the sale subject
to various conditions, including:
• Abbott obtaining consent under the Overseas
Investment Act 2005.
• Synlait obtaining shareholder approval¹, amongst
other regulatory and customary consents.
Rationale
• Abbott has been a customer of Synlait since 2020.
• The transaction recognises the value of these world-class
assets to the right owner – Pōkeno is specially configured
to deliver for Abbott.
• Strengthens Synlait’s balance sheet by significantly
reducing debt.
• Simplifies Synlait and enables focus on the company’s
South Island operations.
Outcomes
• Proceeds deliver Synlait Board's commitment to
completely reset Synlait's balance sheet.
• Restores Synlait’s creditworthiness and supports
stakeholder confidence.
• Enables the company to consider new product
diversification opportunities.
• Delivers a valuable reset presenting Synlait with a rich
opportunity to move beyond crises to planning a real
and vibrant future.
Further detail in today’s Notice of Meeting.
Annual Meeting to be held on 21 November 2025.
¹ Bright Dairy, which owns 65.25% of Synlait, has stated that it will irrevocably vote in favour of the transaction, which means that the shareholder approval condition will be satisfied.
PAGE 2
New CEO’s first four months
Seasoned dairy executive Richard Wyeth joined Synlait in May 2025.
World-class assets
Improved operational stability
to deliver for customers
High customer demand
Reduce complexity
for financial uplift
Strong foundations
(location, scale, connectivity)
Culture shift:
reactivity to proactivity
Synlait’s
strategic strengths
Recruitment of
Canterbury-based COO
North Island asset sales
New values framework
and clear focus areas
Delivering
change for FY26
Immediate needs
PAGE 3
The Big 6 for '26
FY26 will see Synlait shift from reactive recovery to proactive performance. Here are the six key focus areas, which will deliver this shift.
Financial
Performance
FY26 presents a valuable reset for Synlait, with the entry
into an agreement to sell its North Island assets. The
sale will strengthen the company’s financial position,
with the proceeds used to significantly reduce debt*.
Operational
Stability
Getting the basics right, every time – through
better planning, execution, and process control.
Quality
Performance
Delivering quality without compromise, the first
time, every time.
Customer
Satisfaction
Deliver consistent, high-quality customer
outcomes that build trust, retention, and growth.
Financial
Resilience
Strengthening financial resilience and simplifying
capital structure.
Strengthening
Culture
Setting clear behavioural expectations to rebuild
a high-performance, values-led culture focused
on manufacturing excellence.
* Synlait's FY26 guidance statement is on page 16.
PAGE 4
FY25 milk price
Results at a glance
Average Milk Payment
for Synlait Suppliers³
Average Synlait
Milk Incentive¹
Synlait Secured
Milk Premium²
++=
31%
$
0.30
$
0.20
Total Group
Gross Profit
$49.3M
Total Group
Revenue
12%
Operating
Cashflow
451%
Net Debt
Total Group NPAT
Total Underlying
Group EBITDA
Total Underlying
Group NPAT
55%
$142.3M
$62.0M
$61.2M
All comparisons are against FY24.
¹ Average across both North and South Island.
² South Island Farmers committed to supplying Synlait without a cease notice in place were eligible for the additional secured milk premium.
³ Average for South Island suppliers.
$
250.7M
Total Group EBITDA
$54.8M
$
50.7M
(
$
39.8M)
$
107.2M
$
0.8M
$
165.5M
$
1.8B
$
105.3M
Base Milk Price
30%
$
10.16
$
10.66
PAGE 5
Financial
Performance
Andy Liu, CFO
PAGE 6
Synlait’s FY25 Result
Strong core business performance despite manufacturing challenges at Dunsandel.
Advanced Nutrition
Strong customer demand and new product development
delivered a $21.1m increase in underlying gross margin.
Ingredients
Turnaround from FY24’s poor performance attributed to
improved foreign exchange management and strategy
shift. This resulted in a $26.6m increase despite stream
returns being unfavourable to Synlait’s current product mix.
Consumer and Foodservice
$9.3m increase in gross margin, largely due to strong
Dairyworks performance. Growth in UHT cream portfolio
in existing markets.
Other Margin & Income
Prior year insurance claim received.
SG&A Costs
Significant reduction from cost control and stopping wastage.
Financing Costs
Marked progress achieved through enhanced cash flow
management and a rebound in trading performance.
FY24 NPAT
Advanced
Nutrition
margin
Ingredients
margin
Consumer and
Foodservice
margin
Other margin
and income
SG&A costs
Financing
costs
Income tax
FY25 NPAT
21.1
26.6
(2.2)
(60.4)
9.3
14.1
7. 0
(14.7)
0.8
Reconciliation of reported to underlying EBITDA
and NPAT ($ millions)
FY25FY24
Reported EBITDA50.7(4.1)
Onerous contract expense on North Island milk sales¹4.7-
Costs relating to power outage5.6-
Manufacturing challenges²43.5-
North Island divestment transaction cost2.7-
Supply chain and transaction costs-25.2
Impact of product costing methodology- 17.1
Inventory losses resulting from ERP implementation- 7.0
Total EBITDA adjustment56.549.3
Underlying EBITDA107.245.2
Reported NPAT(39.8)(182.1)
EBITDA adjustments as above56.549.3
Impairment of assets-114.6
Plus tax impact of above items(15.9)(42.2)
Total NPAT adjustment40.6121.7
Underlying NPAT0.8(60.4)
Underlying NPAT movement ($ millions)
Business units’ underlying NPAT performance:
¹ Related to Synlait ceasing North Island milk collection, with the existing
contracted farms’ milk collected and processed by Open Country. Part of the
loss results from Synalit’s committed 5 cents one-off incentives for 2024/2025
season. $4.7 million loss covers the whole contract period from 2024/2025 to
2025/2026 season.
² Related to largely resolved manufacturing challenges which resulted in
additional one-off costs.
PAGE 7
Business Unit Revenue and Performance
Advanced Nutrition
Revenue up 8% with increased sales volumes and
new products launched.
Gross profit improved 29% driven by:
• Sales volumes increasing year-on-year, improving
plant utilisation.
• Additional costs incurred with ramp up of
production to meet customer demand in FY25.
• Higher lactoferrin volumes sold.
Ingredients
7% increase in revenue year-on-year supported by
higher market prices and favourable foreign exchange
rate, partially offset by a decrease in volumes.
Gross profit improved 197% driven by:
• Sales volumes decreased year-on-year due to
strategic exit of raw milk processing in North
Island. Overall uplift in margin.
• Better management of FX risk contributing to
improved margin.
• Controllable performance improved on prior year
due to more optimal sales phasing and fewer
downgrade discounts.
• Performance was impacted by a Whole Milk
Powder lead providing a headwind, especially in
the second half of FY25.
Gross Profit ($ millions)FY21FY22FY23FY24FY25
Advanced Nutrition99.6108.880.773.995.0
Ingredients(21.4)28.826.4(13.5)13.1
Consumer8.919.927.530.639.0
Foodservice--(4.3)(5.4)(4.6)
Total8 7.1157.4130.485.6142.5
FY21
$1.4B
FY22
$1.7B
FY24
$1.6B
FY23
$1.6B
FY25
$1.8B
0.4b
(30%)
0.6b
(46%)
0.3b
(19%)
0.1b (4%)
0.4b
(25%)
0.8b
(50%)
0.3b
(19%)
0.1b (7%)
0.5b
(30%)
0.6b
(39%)
0.3b
(21%)
0.2b (9%)
0.4b
(27%)
0.7b
(41%)
0.3b
(20%)
0.2b (11%)
0.5b
(29%)
0.7b
(37%)
0.4b
(21%)
0.2b (11%)
Consumer
Strong price performance from Dairyworks’ export
business increased revenue, offsetting domestic volume
decreases due to cost of living pressures.
Gross profit improved 28% driven by:
• Re-entry into butter business in domestic market.
• Strong cheese volume growth in overseas markets,
although domestic volumes under pressure.
• Increase in overall gross profit in butter and cheese
categories.
• Modest increase in fresh milk and cream margins.
Foodservice
Revenue uplift as UHT volumes continue to grow,
doubling year-on-year.
Gross profit improved 16% driven by:
• Sales volumes increased year-on-year as UHT
cream gains traction in existing markets.
• High fat prices negatively impacted margins in FY25.
Other
Comprises predominately of milk trading activities
undertaken to maximise value stream returns.
Historical performance has been restated to correct for misclassification
of SG&A costs as part of gross margin.
Note: Amounts not attributable to business units are not included in the
business unit performance table.
Business unit revenue
Business unit performance
PAGE 8
Operating Cash Flows
Core operational focus led to recovered cash flows.
Operating cash flows increased by $212.7m driven by:
• Trading performance improvement resulting in FY25
unadjusted EBITDA ending $54.8m higher than FY24.
• Working capital balances ended $92.8 million
better than FY24, driven by closer working capital
management following improved trading performance.
Investing Cash Outflows
CAPEX down 23% driven by:
• Continuously reduced CAPEX spend, focused on
business continuity, growth initiatives, and regulatory
compliance across multiple business units.
• Further investment on digital and AI enablement as
well as cybersecurity enhancement.
Cash Flow and Net Debt
Optimised Financing Costs
• Financing costs contributed $48m to net debt, a $7m
improvement on FY24. This was driven by lower
average debt levels over the course of the year.
• Financing costs are expected to reduce in FY26 upon
completion of refinance.
Improved Net Debt
• Achieved lowest net debt level since FY18.
• Net debt decreased $300.9m or 55%, driven by capital
injection and stronger operating cash flow performance.
Reset Balance Sheet
• Successfully reset the balance sheet, delivering on
FY24 strategic objectives.
• Synlait is targeting a net senior leverage ratio
(senior debt to EBITDA) of below 2.5x in FY26 through
completion of refinance and continued earnings
improvement. More information is available on slide 20.
FY23FY25
232.9
18.4
39.0
165.5
(47.2)
479.4
341.9
413.5
551.6
250.7
Net cash from operating
activities ($ millions)
Net debt
($ millions)
FY21FY21FY23FY22FY22FY25FY24FY24
Net debt ($ millions)
FY24
net debt
Capex
Interest
FY25
net debt
Operating
cash flow
Equity
placement¹
Lease
payments and
other
551.6
(165.5)
23.5
48.0
(212.1)
5.2250.7
¹ Equity placement is displayed net of transaction costs
PAGE 9
Business
Update
Richard Wyeth, CEO
PAGE 10
FY25 saw a new record in lactoferrin
sales volumes, up 12 MT.
Advanced Nutrition
This strategic product category delivers high-value, formulated products in
bulk and consumer-ready formats, tailored to all ages – from early life to adult
nutrition.
FY25 Business Achievements
• Continued delivery of both dairy and non-dairy
hybrid portfolio.
• Expansion of customer base through product
innovation and new partnerships.
• New record in lactoferrin sales volumes, up 12 MT.
• Successful launch of Nutrabase™ nutritional base
powders securing multiple Southeast Asian
customers.
• Targets exceeded for new business acquisition
and product innovation.
FY26 Focus Areas
• Deepening collaboration with The a2 Milk
Company to support growth in their existing
China-label 至初 product.
• Enabling expansion of Nutrabase™ product range.
• Building on great relationships with Ingredients
customers to expand into Advanced Nutrition
solutions.
• Exploring new sales channels and value-added
products to uplift lactoferrin returns.
PAGE 11
Ingredients
With a high quality milk pool and infant-formula grade dryers, Synlait’s bulk
ingredients portfolio delivers year-round consistency. Products, including milk
powders and AMF, are sold to manufacturers for use in a range of applications.
FY25 Business Achievements
• A focus on value over volume has delivered
increased product premiums.
• Strategic production volume decrease to 107,519
MT (FY24: 120,643 MT) enabling operations
to focus on higher value Advanced Nutrition
business and drive further value improvement for
Ingredients.
• Strong progress in customer and market
diversification, with expansion into the Middle East
and deeper engagement in Southeast Asia.
FY26 Focus Areas
• Further uplifting premiums to increase value over
volume Ingredients strategy.
• Continued customer and market base expansion,
product portfolio optimisation and delivery of new
service solutions.
• Building on great relationships with Advanced
Nutrition customers to expand into Ingredients
solutions.
• Amplify market awareness of Synlait’s high level of
quality consistency, alongside Ministry for Primary
Industries grass-fed standard.
FY25 saw a return to profitability for
Synlait’s Ingredients business.
PAGE 12
Foodservice
Manufactured from our high-quality milk pool in Dunsandel, Synlait’s UHT
cream delivers increased stability and is sold for out-of-home consumption
in a range of settings – including bakeries, cafés and beverage chains.
FY25 Business Achievements
• Successful launch of Synlait’s second generation
UHT cream with customised recipe delivering
increased stability.
• Record production with 8.4 million 1-litre bottles
produced in Dunsandel.
• 100% sold delivering volume growth across
Greater China (including Hong Kong and Taiwan)
and Southeast Asia (including Philippines,
Vietnam, Thailand, Singapore and Malaysia).
• First expansion into the Pacific (Fiji).
• Promotional activity centred on tradeshows,
including Bakery China and New Zealand Bakery
Breakthrough, alongside chef-led demonstrations
across six major Chinese cities.
FY26 Focus Areas
• Expansion of Synlait’s Shanghai office.
• Further expansion into the Pacific, including
Australia (led by distributor, Uhrenholt).
• Improve the cost of manufacturing via production
efficiencies, supply chain optimisation and cost-
effective packaging solutions.
Synlait’s President China and Director of Foodservice,
Abby Ye with New Zealand Prime Minister Christopher Luxon
at the New Zealand Bakery Breakthrough event in China.
PAGE 13
Consumer
A range of fresh milk, butter, cream and cheese products produced and
sold under the Dairyworks, Rolling Meadow, Alpine, Pams and Value brands.
FY25 Business Achievements –
New Zealand
• Business unit gross margin has grown from $30.6m
to $39.0m year-on-year.
• While FY25 saw softer growth in New Zealand
sales due to cost of living pressures, Dairyworks
remains one of the fastest growing brands in the
Natural Cheese category growing at 27% dollar
sales and 21% volume (kg) sales in the last
12 months¹.
• Dairyworks' NPD collaboration with Griffins is now
the third highest selling cheese snacking product
(unit sales) within the Natural Cheese Snacking
segment² and accounts for over 25% of the total
unit growth in the segment in the last 12 months¹.
• Increased investment in brands including a brand
refresh on Alpine and above the line investment
in Dairyworks retail brand has resulted in greater
consumer connection and positive movement
across key brand health metrics. For example, over
the past year Dairyworks awareness has increased
1%, consideration 2%, and usage 3%.
• A butter reprocessing plant was commissioned
to supply a major retailer, enabling a two-year
contract to be secured.
FY25 Business Achievements –
Offshore
• Dairyworks’ brands delivered solid growth across
a number of offshore markets, with a 53% increase
in export cheese volume.
• Dairyworks is now the fastest growing cheese
brand in Woolworths Australia.
• Alpine launched into Foodservice Australia.
• Having initially launched in Costco New Zealand,
Dairyworks now has a range of Alpine and
Dairyworks branded products in Costco Australia.
• Entry into new markets continued, with Dairyworks
now in Vietnam and Thailand.
FY26 Focus Areas
• Focus on delivering value and new product
offerings to domestic customers.
• Deliver strong growth in export market volumes.
FY25 was another solid year for
Dairyworks’ consumer brands.
¹ Circana Scan Data, Total Grocery Natural Cheese Snacking to latest MAT 10/08/25.
² Circana Scan Data, Total Grocery Natural Cheese Snacking to latest quarter 10/08/25. PAGE 14
Milk Supply
Synlait managed approximately 4% of New Zealand’s milk supply
and ended the FY25 season with 238 farmer suppliers.
FY25 Business Achievements
• Delivering farmers a record milk price of $10.16
per kgMS, up 30% on opening forecast.
• Securing milk pool for 2025/26 via cease
withdrawals and the onboarding of 11 new farms.
• 5% lift in South Island milk production.
• 0.3% lift in North Island production, despite
tough drought conditions.
• Guaranteeing that Synlait will (at a minimum)
match the industry milk price and advance rates.
• Deepening relationships with the Farmer
Leadership Team, particularly at Board level.
• Adaptations to Lead With Pride™ incentives to
encourage an uplift in on-farm greenhouse gas
reductions.
Uplifting On-Farm Support
• Distributing 80,000 native seedlings under
Whakapuāwai (taking the total distributed under
the programme to more than 300,000).
• Developing pathway to improve digital offering.
• Redefined value proposition ‘The Synlait
Advantage’ with four pillars of support.
• In partnership with Nestlé, worked with dozens
of farms on emissions reductions projects,
including New Zealand’s first commercial rollout of
EcoPond™ technology.
FY26 Focus Areas
• Celebrating North Island farmers before the end of
their supply agreements.
• Launching Synlait’s Fixed Milk Price offering.
• Progressing development of digital offering.
• Identifying new ways to add value on-farm.
• Growing and optimising milk pool for 25/26 and
beyond.
Synlait supplier, and Farmer Leadership Team member,
Andrew Slater on his Dunsandel-based farm.
PAGE 15
Full year 2026 guidance
FY26 presents a valuable reset for Synlait, with the entry into an agreement to sell its North
Island assets. The sale will strengthen the company’s financial position, with the proceeds
used to significantly reduce debt. The targeted completion date for the sale is 1 April 2026.
The sale enables Synlait to refocus on its core operations in Canterbury, with a renewed emphasis on operational stability at its
Dunsandel facility, which will assist in driving longer-term profitability. Continued growth in the company’s Dairyworks business will also
support this focus.
Given the scale of the strategic reset, the company will not provide further financial guidance for FY26, as it concentrates on executing
the North Island sale and building a simpler and more focused Synlait in Canterbury.
The Board is committed to making the most of the strategic opportunities ahead and aims to have an updated strategic plan in place by
March 2026.
PAGE 16
Key takeaways
• Strengthens Synlait and
elevates future potential.
• Delivers Board’s commitment
to fully reset balance sheet.
• Opens opportunity to
explore capital-intensive
product diversification.
• Simplifies Synlait’s
business model.
• Enables operational
focus on the South Island.
• Creates an opportunity to
realign Synlait’s long-term
strategy and unlock new
value for shareholders.
FinancialFocusMoving Synlait from
reactive recovery
to PROACTIVE
PERFORMANCE
Synlait’s North Island
asset sale will deliver
two core benefits:
PAGE 17
Appendix
Synlait suppliers Bevan and Tracey Brown
on their Geraldine-based farm.
PAGE 18
Key Financial Metrics
¹ The group uses several non-GAAP measures when discussing financial performance. Management believes these measures provide useful insight on the performance of the business, to analyse trends and to assist stakeholders in making informed decisions.
² EBIT is calculated by excluding financing costs and income tax, with EBITDA also excluding depreciation, amortisation, and non-cash impairment accordingly.
³ Net operating assets includes current assets, property, plant, and equipment, right-of-use assets, and intangible assets. It deducts trade payables and excludes capital work in progress, derivative balances, loans and borrowings, goodwill, and tax balances.
⁴ Total milk price for Synlait Milk suppliers on standard milk supply contract, includes milk value, seasonal incentives and secured premiums. This is a milk season reflective payment that runs 1 June to 31 May.
⁵ Net debt calculation excludes lease liabilities.
Key financial metrics1
Currency as stated (in millions)FY22FY23FY24FY25
Income statement
Revenue 1,661 1,604 1,637 1,827
Gross profit14714456105
EBITDA
2
13291(4)51
EBIT
2
6531(183)(6)
NPAT39(4)(182)(40)
Net cash from/(used in) operating activities23339(47)166
Balance sheet
Capital employed1,0901,2041,1561,040
Net operating assets
3
9951,2051,1251,008
Return on net operating assets6%3%(16%)(1%)
Net return on capital employed (pre-tax)6%3%(16%)(1%)
Debt/debt + equity (excl. derivatives)30%34%48%24%
Net debt/EBITDA⁵3x5x(133x)5x
Earnings per share18c(2c)(83c)(7c)
Average FX conversion rate (NZD:USD) 0.6732 0.6446 0.6268 0.5963
Base milk price9.308.227.83$10.16
Total milk price (kgMs)
4
9.598.498.11$10.66
PAGE 19
Debt Facilities and Banking Covenants
Synlait’s new banking syndicate, is made up of ANZ Bank, China
Construction Bank, Bank of China, Rabobank, Industrial Commercial Bank
of China, HSBC, Bank of Communications, and Bank of East Asia.
The new funding arrangements remain as a total $350m and are made up of:
• a secured overdraft facility of NZ$15 million.
• a secured revolving credit facility A of NZ$123 million.
• a secured revolving credit facility B of NZ$110 million.
• a secured term loan facility A of NZ$25 million.
• a secured term loan facility B of NZ$47 million.
• a secured revolving credit NZD/CNH facility A of NZ$15 million.
• a secured revolving credit NZD/CNH facility B of NZ$15 million.
Each of the above facilities mature on 30 June 2026 (excluding the secured overdraft facility), with a
$50 million step down in the size of the revolving credit facility A on and from 28 February 2026.
Synlait has key financial covenants in place with its banking syndicate.
Covenants for the recently executed facilities agreement are:
• A net senior leverage ratio of 2.5x for FY26. This covenant has been amended to only apply on
Net Senior Debt to EBITDA for FY26 and applies at balance date.
• A working capital ratio of 1.35x for the period from 1 August to 31 March and 1.5x from 1 April to
31 July. This is an “at all times” covenant.
• An interest cover ratio of 2.5x for FY26. This covenant applies quarterly and is based on actual
EBITDA for the completed applicable period and forecast for the remaining part of the financial
year, based on the lower of the minimum EBITDA event of review levels, or any revised forecast
EBITDA.
• Shareholders’ Funds to always exceed $500 million.
Shareholder loan
Synlait continues to have the $130 million shareholder loan from Bright Dairy International Investment
Limited, a related company of Bright Dairy Holding Limited, for a further 12-month term, maturing
12 July 2026.
Synlait refinanced its banking facilities on 26 September 2025, with eight banks in the syndicate.
The refinance will be fully executed on 30 September 2025.
PAGE 20
This presentation is intended to constitute a summary of certain
information about the Synlait Group (“Synlait”) or in connection with
its full year 2025 financial results. It should be read in conjunction
with, and subject to, the explanations and views in documents
previously released to the market by Synlait. This presentation is not
an offer or an invitation, recommendation or inducement to acquire,
buy, sell or hold Synlait’s shares or any other financial products and
is not a product disclosure statement, prospectus or other offering
document, under New Zealand law or any other law.
This presentation is provided for information purposes only. The
information contained in this presentation is not intended to be
relied upon as advice to investors and does not take into account
the investment objectives, financial situation or needs of any
particular investor. Investors should assess their own individual
financial circumstances and should consult with their own legal, tax,
business and/or financial advisers or consultants before making any
investment decision.
Any forward-looking statements and projections in this presentation
are provided as a general guide only based on management’s
current expectations and assumptions and should not be relied
upon as an indication or guarantee of future performance. Forward
looking statements and projections involve known and unknown
risks, uncertainties, assumptions and other important factors,
many of which are beyond the control of Synlait, and which are
subject to change without notice. Actual results, performance or
achievements may differ materially from those expressed or implied
in this presentation. No person is under any obligation to update this
presentation at any time after its release except as required by law
and the NZX Listing Rules, or the ASX Listing Rules.
Any forward-looking statements in this presentation are unaudited
and may include non-GAAP financial measures and information. Not
all of the financial information (including any non-GAAP information)
will have been prepared in accordance with, nor is it intended to
comply with: (i) the financial or other reporting requirements of any
regulatory body or any applicable legislation; or (ii) the accounting
principles or standards generally accepted in New Zealand or
any other jurisdiction, or with International Financial Reporting
Standards. Some figures may be rounded, and so actual calculation
of the figures may differ from the figures in this presentation. Some
of the information in this presentation is based on non-GAAP
financial information, which does not have a standardised meaning
prescribed by GAAP and therefore may not be comparable to similar
financial information presented by other entities. Non-GAAP financial
information in this presentation has not been audited or reviewed.
Any past performance information in this presentation is given for
illustration purposes only and is not indicative of future performance
and no guarantee of future returns is implied or given.
While all reasonable care has been taken in relation to the
preparation of this presentation, to the maximum extent permitted
by law, no representation or warranty, expressed or implied, is
made as to the accuracy, adequacy, reliability, completeness or
reasonableness of any statements, estimates or opinions or other
information contained in this presentation, any of which may change
without notice. To the maximum extent permitted by law, Synlait,
its subsidiaries, and their respective directors, officers, employees,
contractors, agents, advisors and affiliates disclaim and will have
no liability or responsibility (including, without limitation, liability for
negligence) for any direct or indirect loss or damage which may
be suffered by any person through use of or reliance on anything
contained in, or omitted from, this presentation.
All values are expressed in New Zealand currency unless otherwise
stated.
All intellectual property, proprietary and other rights and interests in
this presentation are owned by Synlait.
Disclaimer
PAGE 21
Media:
Jo Scott
Corporate Affairs Manager
+64 21 883 123
jo.scott@synlait.com
Investors:
Hannah Lynch
Head of Milk Supply, Strategy & Corporate Affairs
+64 21 252 8990
hannah.lynch@synlait.com
For more
information
contact:
---
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
NZX: SML
ASX: SM1
29 September 2025
Synlait announces FY25 result, entry into agreement to sell North Island assets
and Annual Meeting
Synlait Milk Limited (Synlait) has announced its financial results for the 12 months ended 31 July 2025 and
the entry into a binding conditional agreement to sell its North Island assets.
Synlait Chair George Adams commented: "Today is a defining moment for Synlait. We are delighted to
announce the entry into this agreement to sell our North Island assets to our valued customer, and global
healthcare leader – Abbott.”
“For Synlait, the divestment will deliver us approximately NZ$307 million. The sale will strengthen the
company’s financial position, with the proceeds used to significantly reduce debt. We are equally pleased
Abbott will onboard the vast majority of our people who work in these assets at completion – that is a great
outcome.”
“This valuable reset presents Synlait with a rich opportunity to move beyond crises to planning a real and
vibrant future. This is a turning point we have fought hard for and are ready to embrace.”
Synlait CEO Richard Wyeth commented: “The North Island sale is a much-needed step change for Synlait.
In short, this sale will deliver a stronger, simpler, and more secure Synlait. It enables us to, in time, explore
opportunities to diversify what we do and better enable Synlait to reach its full potential.”
North Island sale and Annual Meeting details
Global healthcare leader, Abbott, has been a customer of Synlait since 2020.
The two companies have now negotiated the sale and purchase of Synlait’s North Island assets – these are
the Pōkeno manufacturing facility, along with the company’s Auckland sites (assets held at the blending and
canning facility on Richard Pearse Drive and the warehouse facility on Jerry Green Street), and associated
inventory and leasehold arrangements.
The sale price is approximately US$178 million (NZ$307 million)
1
.
Targeted completion is 1 April 2026 with the sale subject to various conditions, including Abbott obtaining
consent under the Overseas Investment Act 2005 and Synlait obtaining shareholder approval, amongst
other regulatory and customary consents.
Synlait’s majority shareholder, Bright Dairy Holding Limited (Bright Dairy), owns 65.25% of the company,
and has stated that it will irrevocably vote in favour of the transaction. This means the shareholder approval
1
The sale price is denominated in US dollars, so final consideration is subject to exchange rate movements. Final proceeds will also be
subject to completion adjustments, as well as a US$14 million holdback from the purchase price, in case of certain claims under
transaction documents, including warranty claims. The holdback is released to Synlait in stages over three years from completion.
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
condition will be satisfied. The Board of Directors fully supports the North Island sale and unanimously
recommends that shareholders vote in favour of resolution.
The Notice of Meeting, which can be viewed on Synlait’s website, contains detailed information on the sale,
the reasons for it, and how to vote and attend the Annual Meeting, which will be on Friday 21 November
2025.
FY25 results overview
2
Synlait CEO Richard Wyeth commented: “The numbers we are presenting today reflect the impact of
manufacturing challenges at Dunsandel. These issues, which are now largely behind us, were complex and
impacted our ability to continually deliver product on time, in spec, and at scale.”
“Synlait’s assets are world-class and our people’s response was positive. Were it not for these challenges,
which resulted in costs, our result today would have reflected further progress in Synlait’s business
recovery.”
Today’s adjusted bottom line is a net profit after tax of $0. 8 million (unadjusted ($39.8 million)). This is a
significant improvement on FY24
3
, with the results showing signs of encouragement:
• A 55% reduction in our net debt from $551.6 million to $250.7 million. As noted above, the North
Island sale will strengthen the company’s financial position, with the proceeds used to significantly
reduce debt.
• Improvements in trading performance resulting in FY25 unadjusted EBITDA increasing by $54.8
million on FY24.
• A turnaround in our Ingredients business from a loss of ($13.5) million to a gross profit of $13.1
million.
• A 29% increase in our Advanced Nutrition business gross profit to $95 million.
• A 92% lift in Foodservice production volumes, with improved margins although further gains are
required to deliver profitability. We sold 8.4 million 1-litre bottles of cream last year.
• A 28% uplift in our Consumer business unit gross profit to $39 million. This was driven by growth in
export markets including entry to Thailand and Vietnam.
• A new record milk price for the 2024/2025 season of $10.16 per kilo of milk solids, which will see
Synlait’s estimated contribution to New Zealand’s rural economy in excess of one billion dollars,
including payments to our farmers.
4
Full Year 2026 (FY26) guidance
FY26 presents a valuable reset for Synlait, with the entry into an agreement to sell its North Island assets.
The sale will strengthen the company’s financial position, with the proceeds used to significantly reduce
debt. The targeted completion date for the sale is 1 April 2026.
2
All comparsions are to FY24.
3
Synlait’s FY24 result was a net loss after tax of ($182.1 million). Adjusted net loss after tax of ($60.4 million).
4
Taking into account the Lead With Pride™ incentives and secured milk premiums, Synlait’s South Island farmers will earn an average
of $0.50 per kgMS above that base milk price.
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
The sale enables Synlait to refocus on its core operations in Canterbury, with a renewed emphasis on
operational stability at its Dunsandel facility, which will assist in driving longer-term profitability. Continued
growth in the company’s Dairyworks business will also support this focus.
Given the scale of the strategic reset, the company will not provide further financial guidance for FY26, as it
concentrates on executing the North Island sale and building a simpler and more focused Synlait in
Canterbury.
The Board is committed to making the most of the strategic opportunities ahead and aims to have an
updated strategic plan in place by March 2026.
For more information contact:
Media
Jo Scott
Corporate Affairs Manager
P: +64 021 883 123
E: jo.scott@synlait.com
Investors
Hannah Lynch
Head of Strategy & Corporate Affairs
P: +64 021 252 8990
E: hannah.lynch@synlait.com
---
Dear Shareholders,
Today is a defining moment for Synlait.
We are delighted to announce that we have entered into a binding conditional agreement to sell our North Island assets
to our valued customer, and global healthcare leader – Abbott.
These are the Pōkeno manufacturing facility, along with the company’s Auckland sites (a blending and canning facility on
Richard Pearse Drive and the warehouse facility on Jerry Green Street), and associated assets and inventory.
For Synlait, the divestment will deliver us approximately US$178 million (NZ$307 million). The sale will strengthen the
company’s financial position, with the proceeds used to significantly reduce debt. We are equally pleased Abbott will
onboard the vast majority of those who work across these sites at completion – that is a great outcome.
Overall, this transaction will deliver a stronger, simpler and more secure Synlait.
Most importantly, it presents Synlait with a rich opportunity we have not had for some time: to move beyond planning our
survival to planning a real and vibrant future.
This is a turning point we have fought hard for and are ready to embrace.
Shareholders are being asked to approve the North Island sale by ordinary resolution at Synlait’s Annual Meeting on
Friday 21 November 2025. Further information, including the reasons for the sale, is available below and in the Notice of
Meeting released with this announcement.
Synlait Publishes
Full Year 2025 Results
Your vote is important, regardless of how many shares you own.
We strongly encourage you to exercise your right to vote on this matter.
29 September 2025
Looking Ahead
Our new CEO Richard Wyeth has a clear plan to ensure Synlait’s people are focused on the right areas to deliver an
uplift in performance during FY26.
While we still have a lot of work to do, I am grateful for the progress we have made.
12 months ago, Synlait was fighting for survival. Today we have achieved a pathway to a fulsome balance sheet reset.
To be here is a real win, that many told us was impossible and unprecedented. I am glad we fought that.
I am even more pleased to be in a position where we can start carving a much stronger future – for our people, our
farmers, our customers, and for you, our shareholders.
I look forward to us toasting that in time.
George Adams
Chair
FY25 Result
To indulge in sporting analogy, this has been a ‘year of two halves’. We won the first half but faced complex challenges
in the second.
These disrupted our Dunsandel operations and resulted in significant costs which came at the worst time for Synlait’s
recovery.
Today’s adjusted bottom line is a net profit after tax of $0.8 million (unadjusted ($39.8 million)). This is a significant
improvement on FY24, with the results showing signs of encouragement:
• A 55% reduction in our net debt from $551.6 million to $250.7 million. As noted above, the North Island sale will
strengthen the company’s financial position, with the proceeds used to significantly reduce debt.
• Improvements in trading performance resulting in FY25 unadjusted EBITDA increasing by $54.9 million on FY24.
• A turnaround in our Ingredients business from a loss of ($13.5) million to a gross profit of $13.1 million.
• A 29% increase in our Advanced Nutrition business gross profit to $95 million.
• A 92% lift in Foodservice production volumes, with improved margins although further gains are required to deliver
profitability. We sold 8.4 million 1-litre bottles of cream last year.
• A 28% uplift in our Consumer business unit gross profit to $39 million. This was driven by growth in export markets
including entry to Thailand and Vietnam.
• A new record milk price for the 2024/2025 season of $10.16 per kilo of milk solids, which will see Synlait’s estimated
contribution to New Zealand’s rural economy in excess of one billion dollars, including payments to our farmers.
Notice of Meeting –
Friday 21 November 2025
Synlait Annual Meeting will be on Friday 21 November at 1:00pm (NZT).
The Annual Meeting will be held in person at the Bealey Rooms 4 and 5, Te Pae Christchurch Convention Centre,
188 Oxford Terrace Christchurch, New Zealand, and online at: meetnow.global/nz
The complete Notice of Annual Meeting can be viewed here.
• Make your vote count
To lodge your proxy vote online please click here. Proxy appointments must be received by 1:00pm
on Wednesday 19 November 2025.
• Attend the meeting virtually
Shareholders can participate in the Special Meeting virtually through the Computershare Meeting platform
at: meetnow.global/nz. Please refer to the Virtual Meeting Guide.
• Attending the meeting in person
Please bring your CSN/Shareholder number with you and visit the registration desk on arrival. If you have any
questions regarding the information above, please contact the Computershare team via email and include your
CSN/Shareholder number, or call on +64 9 488 8777 Monday to Friday 8:30am-5:00pm.
More information
The investor presentation and financial statements released with today’s announcement, provide a further summary
of Synlait’s financial performance. For more information, click on the links below to access these documents:
• Annual Report
• Investor Presentation
• The Notice of Meeting
---
Results for announcement to the market
Name of issuer Synlait Milk Limited
Reporting period 12 months to 31 July 2025
Previous reporting period 12 months to 31 July 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$1,827,415 11.68% increase
Total revenue $1,827,415 11.68% increase
Net profit/(loss) from
continuing operations
($39,822) -78.13% decrease
Total net profit/(loss) ($39,822) -78.13% decrease
Interim/Final Dividend
Amount per quoted equity
security
Not proposing to pay dividends.
Imputed amount per quoted
equity security
Not applicable
Record date Not applicable
Dividend payment date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted equity security (in
dollars and cents per
security)
$1.09 $2.13
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to the following accompanying documents:
• Full Year 2025 Annual Report (includes financial statements)
• Full Year 2025 Investor Presentation
Authority for this announcement
Name of person authorised
to make this announcement
CEO Richard Wyeth
Contact person for this
announcement
Head of Milk Supply, Strategy & Corporate Affairs, Hannah Lynch
Contact phone number 021 252 8990
Contact email address Hannah.Lynch@synlait.com
Date of release through MAP 29/09/2025
Audited financial statements accompany this announcement.
---
1
SYNLAIT 2025 NOTICE OF MEETING
Notice of Annual
Shareholders’ Meeting
Location: Bealey Rooms 4 and 5, Te Pae Christchurch
Convention Centre, 188 Oxford Terrace Christchurch,
New Zealand, and online via the Computershare meeting
platform at www.meetnow.global/nz
Purpose of this Notice of Meeting
The purpose of this Notice of Meeting is to:
• inform you about the North Island Sale requiring
Synlait Milk Limited (Synlait) shareholder approval;
• explain the terms, conditions and effect of the North
Island Sale;
• explain the manner in which the North Island Sale will
be implemented, if approved; and
• provide you with information that could reasonably
be expected to be material to your decision whether
or not to vote on the North Island Sale, together with
the more typical business before an annual meeting
(being re-election of directors and approval of
auditor’s fees and expenses).
This Notice of Meeting:
• is not a Product Disclosure Statement.
• should be read in conjunction with Synlait’s financial
statements for the year ended 31 July 2025, available
on Synlait’s website and released on the date of this
Notice of Meeting.
Your decision
This Notice of Meeting does not consider your individual
investment objectives, financial situation, or needs. You
must make your own decisions and seek your own advice
in this regard. The information and recommendations
contained in this Notice of Meeting do not constitute, and
Date and time: Friday, 21 November 2025 at 1.00pm (NZT)
Important Information and Disclaimer
should not be taken as constituting, financial advice. If you
are in any doubt as to what you should do, you should seek
advice from your financial, taxation or legal adviser before
making any decision regarding the North Island Sale.
Not an offer
This Notice of Meeting does not constitute an offer of
securities to shareholders (or any other person), or a
solicitation of an offer of securities from shareholders (or
any other person), in any jurisdiction.
Laws of New Zealand
This Notice of Meeting has been prepared in accordance
with New Zealand law. Accordingly, the information in it
may not be the same as might have been disclosed had
the Notice of Meeting been prepared in accordance with
the laws and regulations of another jurisdiction.
Forward looking statements
This Notice of Meeting contains certain forward looking
statements. You should be aware that there are risks
(both known and unknown), uncertainties, assumptions
and other important factors that could cause the actual
conduct, results, performance or achievements of
Synlait to be materially different from the future conduct,
market conditions, results, performance or achievements
expressed or implied by such statements or that could
2
SYNLAIT 2025 NOTICE OF MEETING
cause future conduct to be materially different from
historical conduct.
Deviations as to future conduct, market conditions, results,
performance and achievements are both normal and to be
expected.
Forward looking statements generally may be identified by
the use of forward looking words such as ‘aim’, ‘anticipate’,
‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’,
‘intend’, ‘likely’, ‘may’, ‘planned’, ‘potential’, ‘should’, or
other similar words.
Neither Synlait nor any other person gives any
representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward looking statements in this Notice of Meeting will
actually occur. You are cautioned against relying on any
such forward looking statements.
Responsibility for information
This Notice of Meeting has been prepared by, and is the
responsibility of, Synlait, other than Abbott Information and
Bright Information which have been prepared by, and are
the responsibility of, respectively Abbott NZ and Bright.
Synlait and its Directors, officers, employees and advisers
have not been involved in preparing or verifying any of the
Abbott Information or the Bright Information and do not
assume any responsibility for the accuracy or completeness
of the Abbott Information or Bright Information. Abbott NZ
and its directors do not assume any responsibility for the
accuracy or completeness of any information in this Notice
of Meeting other than the Abbott Information. Bright and its
directors do not assume any responsibility for the accuracy
or completeness of any information in this Notice of Meeting
other than the Bright Information.
Any references in this Notice of Meeting to any website are
for informational purposes only. No information contained
on any website forms part of this Notice of Meeting.
To the maximum extent permitted by law, Synlait and
its Directors, officers, employees and advisers do not
assume any responsibility for the contents of any website
referenced in this Notice of Meeting.
Additional information available under
Synlait’s continuous disclosure obligations
Synlait is subject to continuous disclosure obligations
under the NZX Listing Rules which require it to notify
certain material information to NZX. The ASX Listing Rules
also require that Synlait immediately provides to ASX all
the information which it provides to NZX that is, or is to
be, made public. Market announcements by Synlait are
available at www.nzx.com under the ticker code “SML” and
at www.asx.com.au under the ticker code “SM1”.
Synlait may make additional releases to NZX and ASX
prior to the Meeting. Shareholders should carefully monitor
Synlait’s market announcements prior to the Meeting.
NZ RegCo
NZ RegCo has provided written confirmation that it
does not object to this Notice of Meeting pursuant to
NZX Listing Rule 7.1.1. However, NZ RegCo accepts no
responsibility for any statement in this Notice of Meeting.
Effect of rounding
Several figures, amounts, percentages, prices, estimates,
calculations of value and fractions in this Notice of Meeting
are subject to the effect of rounding. Accordingly, actual
calculations may differ from amounts set out in this Notice
of Meeting.
Defined terms
Capitalised terms set out in this Notice of Meeting have
the meanings given to them in the Glossary.
Currency
In this Notice of Meeting, a reference to $ is to New
Zealand dollars, unless otherwise stated.
Date of this Notice of Meeting
This Notice of Meeting is given on Monday,
29 September 2025.
Queries:
If you have any queries in relation to this Notice of Meeting, please contact one of the following:
Synlait on: +64 (0)21 883 123
Computershare on: 0800 650 034 / +64 9 488 8777
3
SYNLAIT 2025 NOTICE OF MEETING
1
PAGE
4
PAGE
5
PAGE
7
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14
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16
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17
PAGE
Important Information and Disclaimer
Notice of Annual Shareholders’ Meeting
Explanatory Notes - General
Explanatory Notes - North Island Sale
Procedural Notes
Attending the Annual Meeting
Glossary
Contents
4
SYNLAIT 2025 NOTICE OF MEETING
Synlait Milk Limited
You are invited to Synlait Milk Limited’s (Synlait) Annual
Meeting, which will be held at:
Location: Bealey Rooms 4 and 5, Te Pae Christchurch
Convention Centre, 188 Oxford Terrace Christchurch, New
Zealand, and online via the Computershare meeting platform
at: www.meetnow.global/nz
Date and time: Friday, 21 November 2025 at 1.00pm (NZT)
Further details about joining the meeting in person and
online can be found on page 18 and in the accompanying
Virtual Meeting Guide released with this Notice of Meeting.
Key dates and times (NZT):
Proxy/Voting Forms to be received by:
1.00pm on Wednesday, 19 November 2025
Record date for entitlement to vote:
7.00pm on Wednesday, 19 November 2025
Annual Meeting:
1.00pm on Friday, 21 November 2025
Important information
This is a significant meeting for Synlait as shareholders will,
apart from more typical annual meeting matters, be asked
to approve the sale of Synlait’s North Island assets, being
primarily the Pōkeno factory, the blending and canning
facility at Richard Pearse Drive, the warehouse facility at
Jerry Green Street and associated assets.
Important information to help you decide how to vote on
this resolution is set out in the Explanatory Notes to this
Notice of Meeting.
You are encouraged to read the Notice of Meeting in full
before deciding how to vote.
Items of Business
1. Chair’s Address
2. CEO’s Address
3. Resolutions
To consider and, if thought fit, pass the following as
ordinary resolutions:
Resolution 1
Director Election
“That Paul McGilvary be re-elected as a Director.”
Resolution 2
Director Election
“That Yi (Julia) Zhu be elected as a Director.”
Resolution 3
Auditor’s Remuneration
“That the Board be authorised to determine the auditor’s
fees and expenses for the coming financial year.”
Resolution 4
North Island Sale
“That the North Island Sale is approved under and for the
purposes of NZX Listing Rule 5.1.1(b).”
Directors’ recommendation
The Directors unanimously recommend that shareholders
vote in favour of all resolutions before the meeting.
By order of the Board
George Adams
Chair
Notice of Annual Shareholders’ Meeting
5
SYNLAIT 2025 NOTICE OF MEETING
Explanatory Notes - General
Explanatory Note 1
Resolution 1 | Director Election
Paul McGilvary stands for re-election with the support of
the Board.
Under NZX Listing Rule 2.7.1 and Synlait’s Constitution, a
Director must not hold office (without re-election) past the
third Annual Meeting following the Director’s appointment
or three years, whichever is longer.
Paul McGilvary was last elected to the Board on 2
December 2022. Accordingly, Paul must now retire and,
being eligible to do so, offers himself for re-election as an
Independent Director.
About Paul McGilvary
Paul first joined the Synlait Board in January 2022. Paul
is Chair of Synlait’s People, Environment and Governance
Committee and is also a member of Synlait’s Audit and Risk
Committee.
He has extensive dairy sector experience. Paul previously
held several executive roles including, CEO of Tatua Co-
operative Dairy Company Limited, CEO of HortResearch,
and Managing Director, Fonterra (Europe).
Explanatory Note 2
Resolution 2 | Director Election
Yi (Julia) Zhu stands for election with the support of the
Board.
Under NZX Listing Rule 2.7.1 and Synlait’s Constitution, a
Director must not hold office (without re-election) past the
third Annual Meeting following the Director’s appointment
or three years, whichever is longer.
Julia was originally appointed as a Bright Appointed
Director in June 2023 under Synlait’s special governance
arrangements. Bright Appointed Directors were not
required to retire from office under those arrangements.
Subsequent to Bright increasing its shareholding in Synlait
on 1 October 2024, the special governance arrangements
have fallen away, and Synlait’s Constitution has been
amended to reflect this.
Bright Appointed Directors will now retire (and stand
for election or re-election as may be appropriate) in
accordance with the NZX Listing Rules and Synlait’s
Constitution. Being eligible to do so, Julia offers herself for
election.
Julia is not an Independent Director within the meaning of
the NZX Listing Rules, because she is an executive of, and
was originally nominated by, Bright, being Synlait’s majority
shareholder.
About Yi (Julia) Zhu
Julia has expertise in investment consulting, financial
advisory, and strategic planning. Julia began her career
at KPMG Advisory (China) Limited before joining OCBC
(China) Limited as Assistant Vice President of Global
Investment Banking Division.
Julia has held various leadership roles at Bright Food
Group, including Investment Director and General Manager
of numerous subsidiaries and functional divisions.
Explanatory Note 3
Resolution 3 | Auditor’s Remuneration
Synlait’s auditors are automatically reappointed at the
Annual Meeting under section 207T of the Companies Act
1993. The proposed resolution is to authorise the Board to
fix the fees and expenses of the auditors, being KPMG, for
the upcoming financial year.
Explanatory Note 4
Resolution 4 | North Island Sale
This resolution is required because the value of the North
Island Sale (as defined in the Glossary) is more than half of
Synlait’s “Average Market Capitalisation”.
Specifically, NZX Listing Rule 5.1.1(b) provides that Synlait
must not enter into any transaction, or a related series
of transactions, to sell assets where the transaction (or
transactions) involves (or involve) a “Gross Value” that
exceeds 50% of the “Average Market Capitalisation” (as
those terms are defined in the NZX Listing Rules) of Synlait
and its subsidiaries, except with the prior approval of an
ordinary resolution of Synlait (or a special resolution if
section 129 of the Companies Act 1993 also applies), or
conditional upon such approval.
As at the close of business on Friday, 26 September 2025
(which was the last NZX Main Board trading day prior to the
6
SYNLAIT 2025 NOTICE OF MEETING
date of this Notice of Meeting), Synlait’s average market
capitalisation was approximately $429.7 million. The “Gross
Value” of the assets the subject of the North Island Sale is
approximately $273 million, which exceeds 50% of Synlait’s
average market capitalisation.
As a result, approval is being sought for the North
Island Sale under NZX Listing Rule 5.1.1(b). However, the
North Island Sale does not require approval as a “major
transaction” of Synlait under section 129 of the Companies
Act 1993.
The ‘Explanatory Notes – North Island Sale’ section of this
Notice of Meeting has more information on the North Island
Sale which you are encouraged to read.
7
SYNLAIT 2025 NOTICE OF MEETING
Explanatory Notes - North Island Sale
The purpose of this section is to provide more information
to inform shareholders about the North Island Sale so that
they can decide how to cast their vote at the meeting.
1. Description of transaction
1.1 Overview
The North Island Sale
The North Island Sale involves the exit from the North
Island through the sale of Synlait’s North Island assets to
Abbott NZ, being primarily the Pōkeno factory, the blending
and canning facility at Richard Pearse Drive, the warehouse
facility at Jerry Green Street, and associated assets.
The consideration for the North Island Sale is approximately
US$178 million (NZ$307 million), subject to customary
adjustments, comprising US$170 million for North Island
property, plant and equipment under an Agreement for
the Sale and Purchase of Assets (SPA), and approximately
US$8 million (subject to adjustment) for the sale of all Abbott
specific inventory associated with the North Island Assets
under ancillary inventory sale agreements.
Alongside the SPA and ancillary inventory sale agreements,
Synlait and Abbott NZ would also enter into agreements for
the provision of a range of transitional services which are
expected to last for up to three years, with the possibility of
extension for some services.
The North Island Sale is subject to various conditions, which
are summarised further below in section 1.3. These include
the approval of shareholders at this meeting, which will be
secured as Bright stated that it will irrevocably cast, on the
date it receives this Notice of Meeting, its postal vote in
favour of Resolution 4 (the resolution to approve the North
Island Sale) and all other resolutions before the meeting.
The targeted Completion date for the North Island Sale is
1 April 2026. The consideration is payable on Completion,
except for US$14 million which is being held back in case
of certain claims arising under the Transaction Documents
(including warranty claims). The holdback is released in
stages over up to three years from Completion.
The proceeds of sale will be used to reduce debt.
A description of the key terms of the Transaction
Documents are set out in section 1.3 below.
Reason for the North Island Sale
The reason Synlait is proposing to sell the North Island Assets
is because they are currently underutilised and are therefore
incurring financial losses for Synlait. Utilisation is also not
expected to improve to a level and within a timeframe
needed by Synlait, given its current level of debt. Therefore,
retention of the assets while attempting to improve utilisation,
and carrying the associated execution risk, is not prudent in
the face of a compelling offer from a credible buyer.
Nonetheless, as noted at the conclusion of the strategic
review for North Island operations in September 2024, the
North Island Assets are world-class. They are also newly
built and would represent significant value in the hands of
the right owner. The factory was designed with capacity
to produce 45,000 metric tonnes of spray dried product
(annually) and would be capable of producing a full suite
of nutritional, formulated powders (including infant-grade
skim milk, whole milk and infant formula base powders).
Following the signing of the manufacturing supply
agreement with Abbott in November 2020, there was
further customisation to enable the capability to process
dairy and non-dairy nutritional products to meet Abbott’s
product specifications.
Therefore, in recognition of these constraints on Synlait
and the customisation for Abbott, the Board engaged with
Abbott as a more suitable owner of the North Island Assets,
for whom they are of greater strategic value. Putting the
North Island Assets in the right hands allows Synlait to
reduce losses, use the proceeds of sale to reduce debt,
which has been a major focus for the Board, and focus on
South Island operations.
Who is Abbott NZ?
Abbott NZ is a subsidiary of Abbott, a global healthcare
leader that helps people live more fully at all stages of
life. Abbott’s portfolio of life-changing technologies spans
the spectrum of healthcare, with leading businesses and
products in diagnostics, medical devices, nutritionals and
branded generic medicines. Abbott has 114,000 people
serving customers in more than 160 countries. Abbott
is listed on the NYSE with a market capitalisation of
approximately US$232 billion.
1
Abbott is currently a customer of Synlait using the North
Island Assets, with a subset of Abbott’s nutritional products
being manufactured at the Pōkeno factory. Therefore,
Synlait approached it to negotiate the North Island Sale.
1
As at 25 September 2025.
8
SYNLAIT 2025 NOTICE OF MEETING
Bright Dairy’s voting intentions on all resolutions
Bright has provided the below statement to Synlait for publication in this Notice of Meeting:
Bright supports the North Island Sale for the reasons articulated in this Notice of Meeting.
Therefore, Bright has provided this statement to Synlait for inclusion in this Notice of Meeting, so that all shareholders
have comfort as to Bright’s voting intentions.
Bright irrevocably confirms that, on the date it receives this Notice of Meeting, it will irrevocably cast its postal vote
in favour of Resolution 4 (the resolution to approve the North Island Sale) and all other resolutions before the Annual
Meeting.
All dates in the table above are indicative only. In particular,
the timing of Completion will depend on the timing of the
satisfaction of the various conditions, as described in this
Notice of Meeting. Any material updates to the timetable
will be announced via the announcement platforms of NZX
and ASX and notified at: www.synlait.com.
All references to time in this Notice of Meeting are
references to New Zealand Time (NZT), unless otherwise
stated. Any obligation to do an act by a specified time in
NZT must be done at the corresponding time in any other
jurisdiction.
1.2 Key dates
Indicative date and time (NZT)Event
28 September 2025The SPA is signed.
Monday, 29 September 2025Notice of Meeting – date this Notice of Meeting was
distributed.
Wednesday, 19 November 2025 at 1:00pmClosing time and date for Proxy/Voting Forms for the
Annual Meeting to be submitted.
Wednesday, 19 November 2025 at 7:00pmVoting eligibility time for determining eligibility to vote at
the Annual Meeting.
Friday, 21 November 2025 at 1:00pmAnnual Meeting to be held in person at the Bealey Rooms
4 and 5, Te Pae Christchurch Convention Centre, 188
Oxford Terrace, Christchurch, New Zealand, and online
via the Computershare meeting platform at:
www.meetnow.global/nz
If the Resolution is approved
1 April 2026Targeted settlement date of the transaction under the SPA
and ancillary inventory sale agreements. The transitional
agreements are expected to continue for up to three years,
with the possibility of extension for some services.
9
SYNLAIT 2025 NOTICE OF MEETING
1.3 Key terms of the Transaction Documents
The key terms of the Transaction Documents are as follows:
Overview of the core
transaction documents – SPA
and ancillary inventory sale
agreements
Under the Agreement for the Sale and Purchase of Assets (SPA) between Synlait, Abbott
NZ, and Abbott Ireland, Synlait has agreed to sell certain assets of its North Island
operations for a purchase price equal to US$170 million. The purchase price is subject to
customary post completion adjustments, including for employee entitlements.
The parties are and will also be party to ancillary inventory sale agreements, under which
Synlait has agreed to sell all Abbott specific inventory associated with the North Island Assets
for approximately US$8 million, subject to adjustment against a target inventory amount.
Conditions of SPACompletion is subject to the satisfaction or waiver, as applicable, of the following conditions
under the SPA no later than the date that is seven months from the date of the SPA:
• Abbott NZ obtaining consent under the Overseas Investment Act 2005;
• Synlait obtaining shareholder approval for the North Island Sale in accordance with its
constitution and NZX Listing Rules;
• Synlait obtaining approval from Ministry for Primary Industries to allow Abbott NZ to
commence as the registered operator of the North Island Assets;
• Synlait obtaining consent of certain contractual counterparties required as a result of
the North Island Sale; and
• There being no proceedings or orders from any governmental agency that would
prohibit or make the transaction illegal.
The parties must use commercially reasonable efforts to achieve satisfaction of the
conditions, with more prescriptive obligations in relation to the OIO condition.
If a condition is not satisfied or waived by the date that is seven months from the date
of the SPA, either party may terminate the SPA with immediate effect by written notice,
provided the failure to perform in any material respect was not due to their own actions.
Partial holdback of purchase
price under SPA
At Completion, Abbott NZ is entitled to retain US$14 million of the US$170 million
purchase price as a holdback amount. This is intended to cover certain claims under the
Transaction Documents, including warranty claims.
The US$14 million holdback amount will be released to Synlait in stages: (a) 25% at 15
months from Completion, (b) 25% at 25 months from Completion, and the remainder at
the earlier of 36 months from Completion or the date that the primary transitional services
agreement expires or has been terminated in accordance with its terms (each release is
subject to pending claims).
Guarantor Abbott Ireland is party to the SPA to guarantee Abbott NZ’s obligations.
Termination Fee under SPASynlait is required to pay Abbott NZ a termination fee of US$10 million if the transaction
does not proceed due to the non-fulfilment of the shareholder approval condition. As
noted in section 1.1, Bright has stated that it will irrevocably cast, on the date it receives
this Notice of Meeting, its postal vote in favour of Resolution 4 (the resolution to approve
the North Island Sale) and all other resolutions before the meeting.
Warranties, indemnities
and liability under SPA and
ancillary inventory sale
agreements
Synlait is giving customary warranties and indemnities to Abbott NZ under the SPA and
ancillary inventory sale agreements, subject to certain qualifications on Abbott NZ’s ability
to make a claim.
Synlait’s aggregate liability for warranty claims under these agreements together is
capped at approximately US$35.6 million, except for tax claims and fundamental warranty
claims (relating to title, capacity and ownership of the assets), where total liability is 100%
of the total purchase price. Synlait’s total liability to Abbott NZ under these agreements is
limited to this 100% threshold.
The warranty period is two years from Completion for all warranties except tax warranties
(five years from Completion) and fundamental warranties (six years from Completion).
In certain circumstances, if at Completion, there are material breaches of the SPA and/or
ancillary inventory sale agreements (including with respect to warranties), Abbott NZ may
choose to either terminate the SPA, or proceed with Completion while retaining the right
to bring a claim against Synlait.
10
SYNLAIT 2025 NOTICE OF MEETING
Transitional services To manage the separation of the North Island Assets from Synlait, the parties have agreed
to enter into transitional agreements at Completion.
Under these agreements, Synlait will provide a range of transitional services to Abbott
NZ, with the period of support varying depending on the type of service, but the services
are not expected to continue for more than three years following Completion, with the
possibility of extension for some services.
Abbott NZ will pay Synlait fees depending on the type of transitional services provided by
Synlait.
1.4 Board recommendation
The Directors fully support the North Island Sale outlined
in this Notice of Meeting and unanimously recommend that
shareholders vote in favour of Resolution 4 at the Meeting.
The reasons for the Directors’ unanimous recommendation
to vote for the North Island Sale are:
• Transaction recognises value of world-class assets
to the right owner: The Board considers that the
consideration for the property, plant and equipment
under the SPA of US$170 million (together with the
approximately US$8 million for inventory) reflects the
strategic value of the world-class North Island Assets
in the hands of the right owner. This is also evident
from the value attributed to the North Island Assets
by Synlait in its financial statements (NZ$273 million)
for the year ended 31 July 2025, which reflects the
significant constraints under which Synlait is operating.
• Better outcome to strategic review: the strategic
review envisioned Synlait retaining the North Island
Assets, subject to various operational improvements
and cost reduction measures. This option still entailed
execution risk, and therefore Synlait noted it would
consider a compelling offer. The North Island Sale
represents a better outcome for Synlait, as it is more
certain, reduces debt, and removes cost and losses
associated with the North Island Assets.
• Strengthens balance sheet by reducing debt: The sale
proceeds will be used to reduce significantly Synlait’s
debt. This delivers on a major focus of the Board. This
reduction would also better enable Synlait to develop
the remaining South Island business, and attract
additional equity or debt in the future, if required.
A strengthened balance sheet would also restore
creditworthiness and stakeholder confidence, making
it easier to conduct business with customers and
suppliers in the future.
• Losses associated with holding assets removed: The
disposal of the North Island Assets allows Synlait to
remove losses associated with carrying them under its
ownership. These assets are currently underutilised,
and this is unlikely to improve to a level and within a
timeframe needed by Synlait, given its debt burden.
Therefore, their sale to the right owner, will improve
Synlait’s financial performance.
• Simplifies business: The simplification of Synlait’s
business enables Synlait’s Board and management to
focus on the development of operations in the South
Island. As announced in September 2024, Synlait has
also exited North Island raw milk supply, as part of
the focus on South Island operations with Dunsandel
remaining the hub of dairy operations.
1.5 Impact on Synlait of the North Island Sale
General impact of the North Island Sale
The general impact of the North Island Sale on Synlait
has been described in section 1.1 above. The North
Island Assets would be sold and Synlait would be left
with its South Island operations. These operations are
primarily comprised of the Dunsandel facility and the
Dairyworks business.
The North Island Sale does not change the business
plan or strategy for the South Island operations as
set out in Synlait’s latest Annual Report (available on
Synlait’s website). However, the Board expects that the
improvement in Synlait’s financial stability would make
the execution of this business plan and strategy easier
for the reasons given in the Board’s recommendation
in section 1.4 above.
Looking forward, as also noted in Synlait’s latest
Annual Report, the Board is proposing to consider
product diversification opportunities, as part of
exploring new value creation workstreams that could
require further capital investment at Dunsandel. The
details of these strategic opportunities are planned to
be announced in March 2026.
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SYNLAIT 2025 NOTICE OF MEETING
Financial impact of North Island Sale
The principal financial impact on Synlait of the North
Island Sale is improved financial stability by removing
the costs and losses associated with the North Island
Assets and significantly reducing debt. The latter of
these is most significant, as it leaves Synlait with a
considerably stronger balance sheet, and with material
covenant headroom under its bank facilities.
Following the refinancing of Synlait’s debt, as
announced on 26 September 2025, a summary of the
approximate amounts outstanding under Synlait’s new
facilities with its banking syndicate,
2
each maturing
on 30 June 2026 (other than the secured overdraft
facility), are summarised below:
In addition to the above, Synlait has a secured loan
from Bright Dairy International Investment Limited of
NZ$130 million, maturing on 12 July 2026.
As
noted above, the gross proceeds from the North
Island Sale
4
due on 1 April 2026 (i.e. not including the
US$14 million holdback amount), are approx imately
US$164 million (NZ$283.1 million). The proceeds of the
transaction will be used to reduce Synlait’s debt by 30
June 2026.
2
Synlait’s banking syndicate consists of ANZ, Bank of China, Bank of Communications, China Construction Bank, HSBC, Industrial and Commercial Bank of
China, Rabobank, Bank of East Asia.
3
This facility is subject to a $50 million step down in the size on and from 28 February 2026
4
In respect of assets with an FY25 book value of NZ$273 million.
5
Shareholders should also refer to the ‘separation risk’ noted below in section 1.6, and the potential for separation costs to be higher than that estimated
by Synlait.
NameFacility LimitDrawn down
amount
Secured overdraft
facility
NZ$15 million-
Secured revolving
credit facility A
NZ$123 million
3
NZ$123 million
Secured revolving
credit facility B
NZ$110 millionNZ$110 million
Secured term loan
facility A
NZ$25 millionNZ$25 million
Secured term loan
facility B
NZ$47 millionNZ$47 million
Secured revolving
credit NZD/CNH facility A
NZ$15 million-
Secured revolving
credit NZD/CNH facility B
NZ$15 million-
TOTALNZ$350 millionNZ$305 million
Outside of the debt reduction, and the significant
reduction in interest expense associated with it,
the North Island Sale would result in the removal of
expenditures and revenues associated with the North
Island Assets. The impact of this on profit before tax
is expected to be positive given the removal of losses
noted previously.
5
1.6 Key risks
Synlait considers that the key risks related to North
Island Sale are as set out below. While these are
risks that need to be managed, Synlait considers that
greater risks are posed to Synlait by not proceeding
with the North Island Sale (as set out in section 1.7).
Risks in relation to the North Island Sale itself
•Conditions to the North Island Sale may not be
satisfied: Completion of the North Island Sale is
subject to various conditions (see section 1.3). If
any of these conditions are not met or waived
by the date that is seven months from the date
of the SPA, and either party exercises its right to
terminate the SPA, Completion will not occur and
the North Island Sale will not proceed.
While shareholder approval will be secured given
that Bright has informed Synlait that it will, on the
date it receives this Notice of Meeting, irrevocably
cast a postal vote in favour of Resolution 4 (the
resolution to approve the North Island Sale) and
other resolutions before the meeting, the other
conditions summarised in section 1.3 remain to
be satisfied. While Synlait is assisting Abbott NZ
to satisfy the OIO condition, and is engaging with
regulators and contractual third parties to obtain
approvals and consents, the satisfaction of these
conditions is ultimately outside of Synlait’s control.
Synlait has mitigated the risk associated with
these conditions not being satisfied by including
in the SPA standard provisions governing
the parties’ conduct in seeking to satisfy the
conditions, and when a condition is to be
considered satisfied. Further, for a number of
the conditions, Synlait is responsible for their
satisfaction and is therefore engaging with
regulators and counterparties directly, through
12
SYNLAIT 2025 NOTICE OF MEETING
existing relationships, which should improve the
prospect for satisfying these conditions.
Synlait does not expect that any of the conditions
will not be satisfied by 1 April 2026.
• Termination risk: As noted in section 1.3, in
certain circumstances, if at Completion, there
are material breaches of the SPA and/or ancillary
inventory sale agreements (including with respect
to warranties), Abbott NZ may choose to either
terminate the SPA or proceed with Completion
while retaining the right to bring a claim against
Synlait. Synlait has assessed it is practicable to
and will put in place measures to comply with
these agreements.
• Foreign exchange: The purchase price is
denominated in US dollars, and Synlait conducts
business primarily in New Zealand dollars.
Therefore, the amount of consideration that
Synlait would ultimately receive is subject to
variation based on the exchange rate for US
dollars to New Zealand dollars.
Synlait proposes to manage this risk by entering
into a foreign exchange rate hedge, which would
limit exposure on foreign exchange movements,
but it is likely that the purchase price received in
New Zealand dollars will vary by Completion.
Risks to Synlait if the North Island Sale completes
• Separation risk: The sale of the North Island
Assets will require their separation from the
wider Synlait business as it is not a self-contained
division of Synlait. There are various services
that are provided by Synlait’s head office to the
wider group (e.g. finance, operational support,
engineering and laboratory support, regulatory
compliance, procurement, IT etc) which will need
to be scaled down to reflect a smaller business,
and also various third-party supplier contracts that
are provided on a group wide basis, which will
need to be separated into separate contracts for
the North Island and South Island operations.
The separation process is complex and will
be completed over a number of years and will
require engaging with affected staff, regulators
and contractual counterparties such as suppliers.
As such there is a potential that the schedule
for separation may be delayed or costs of the
separation may exceed those estimated by
Synlait. It is also possible that once separation is
completed, the terms on which Synlait conducts
business with suppliers are not the same or as
favourable as those it previously had, including as
to price.
Synlait has sought to mitigate the above risk
by planning the separation and negotiating
a purchase price that factors in the expected
separation costs, together with what
Synlait considers are acceptable ranges for
contingencies. However, while Abbott NZ is
required to pay for certain transitional services
provided by Synlait, the ability to pass through
costs is limited. If separation costs are higher than
expected, Synlait would seek to manage them as
far as possible and may seek to fund the same
through its existing debt facilities.
• Claims from Abbott NZ and the holdback: As
noted in section 1.3, Synlait has given warranties
to Abbott NZ under the Transaction Documents,
and a holdback of US$14 million of the purchase
price for certain claims under the Transaction
Documents, including warranty claims.
If such claims were to eventuate, and Synlait
was liable to meet some or all of such claims,
then Synlait would not receive some or all of the
holdback, and to the extent of any excess would
be liable up to the relevant liability cap described
in section 1.3.
1.7 Consequences for Synlait if North Island Sale does not
proceed
As part of the strategic review of the North Island
operations in 2024, the Board explored a wide range
of outcomes for the North Island Assets, including
potential ownership structures, mothballing the
Pōkeno facility, and how to balance its capability to
process dairy and non-dairy hybrid nutrition products.
The outcome was to retain the North Island Assets
while attempting to make operational improvements,
and reduce costs, such as removing milk supply,
headcount and other costs. Synlait does not consider
that costs could be meaningfully reduced further while
maintaining operations.
Therefore, retention and operation of the North Island
Assets would mean that Synlait would need to absorb
the costs and losses of their operation for an ongoing
period, while attempting to improve utilisation. It is the
Board’s view that these conditions of underutilisation
13
SYNLAIT 2025 NOTICE OF MEETING
are unlikely to change to a level and within a
timeframe needed by Synlait, given its debt burden.
The operation of the business in this manner would
also make it more difficult to obtain additional debt or
equity funding, if required.
Whilst this may be possible, it is unlikely to be an
optimal or acceptable use of shareholder funds at this
time, particularly given Synlait’s current debt levels.
Therefore, Synlait would either seek an alternative
buyer for the assets, but they may not be of the same
strategic value to another buyer, or mothball the
North Island Assets and impair them (which have a
book value in the FY25 financial statements of $273
million). This may also adversely impact Synlait’s
ability to conduct its South Island business, or pursue
alternative business opportunities.
If costs and losses associated with the North
Island Assets cannot successfully be reduced as
contemplated in the preceding paragraph, then Synlait
may well need to consider seeking additional debt or
equity funding, which may not be available or available
on unfavourable terms.
14
SYNLAIT 2025 NOTICE OF MEETING
Resolution requirements
As ordinary resolutions, the resolutions before the
meeting are required to be passed by a simple majority of
the votes of shareholders entitled to vote and voting on
the resolution.
Voting entitlements
Provided that they are registered as holding shares on
Synlait’s share register at 7.00pm on Wednesday, 19
November 2025 (being the Record Date), shareholders
will be entitled to vote on the resolutions. There are no
voting disqualifications on the resolutions.
All resolutions will be voted on by way of a poll, in
accordance with NZX Listing Rule 6.1.1.
Results of the voting will be available after the conclusion
of the meeting and will be notified on the announcement
platforms of NZX and ASX, and on the Synlait website.
How to cast your votes
Shareholders may cast their vote in one of three ways:
(a) Personal Attendance
You can attend the meeting in person or participate
virtually via an online platform www.meetnow.global/
nz provided by Synlait’s share registrar, Computershare
Investor Services Limited.
If a shareholder is a body corporate it may appoint a
representative to attend the meeting on its behalf in the
same manner as that in which it could appoint a proxy.
(b) Appointment of a Proxy
A shareholder entitled to attend and vote at the meeting
is entitled to appoint a proxy to attend and vote instead
of the shareholder. A proxy need not be another
shareholder. A shareholder may appoint “The Chair of the
Meeting” or any Synlait Directors as proxy. The Chair and
the other Directors intend to vote any undirected proxies
held by them in favour of all resolutions.
If you have ticked the “PROXY DISCRETION” box and
your named proxy does not attend the Meeting or you
have not named a proxy but have otherwise completed
the Proxy/Voting Form in full, the Chair of the meeting
will act as your proxy. With respect to any other direction
the Proxy/Voting Form will take effect as a postal vote.
The Chair’s voting intentions are set out in the paragraph
above.
A Proxy/Voting Form is enclosed with this Notice of
Meeting. If used to appoint a proxy, it must be deposited
with Synlait, no later than 48 hours before the time of
the meeting (i.e. by 1.00pm on Wednesday, 19 November
2025 (NZT)), using one of the methods explained below:
• Depositing it at Synlait’s Registered Office (1028
Heslerton Road, Rd 13, Rakaia, 7783, New Zealand)
• Online at www.investorvote.co.nz (see below for
further details)
• Posting it to Synlait’s share registrar’s office,
Computershare Investor Services Limited, Private
Bag 92119, Victoria Street West, Auckland 1142, New
Zealand (if mailing within New Zealand, use the reply-
paid envelope provided. If mailing from outside New
Zealand, use the return envelope but add postage)
• By email to Computershare at: corporateactions@
computershare.co.nz
Synlait may however accept late Proxy/Voting Forms at its
sole discretion.
(c) Postal voting
Shareholders who are entitled to attend and vote may
cast a postal vote instead of attending in person or
appointing a proxy. Once a hardcopy postal vote has
been cast it is irrevocable, other than with the Board’s
unanimous approval. This means that it cannot be
reversed or replaced, including by the casting of a new
postal vote, whether in hardcopy or online.
A Proxy/Voting Form is enclosed with this Notice
of Meeting. If used to cast a postal vote, it must be
deposited with Synlait, being not later than 48 hours
before the time for holding the meeting (i.e., by 1.00pm on
Wednesday, 19 November 2025 (NZT)), using one of the
methods explained below:
• Depositing it at Synlait’s Registered Office (1028
Heslerton Road, Rd 13, Rakaia, 7783, New Zealand)
• Online at www.investorvote.co.nz (see below for
further details)
Procedural Notes
15
SYNLAIT 2025 NOTICE OF MEETING
• Posting it to Synlait’s share registrar’s office,
Computershare Investor Services Limited, Private
Bag 92119, Victoria Street West, Auckland 1142, New
Zealand (if mailing within New Zealand, use the reply-
paid envelope provided. If mailing from outside New
Zealand, use the return envelope but add postage)
• By email to Computershare at: corporateactions@
computershare.co.nz
Synlait may however accept late Proxy/Voting Forms at its
sole discretion.
Synlait’s share registrar, Computershare Investor Services
Limited, has been authorised by the Board to receive and
count postal votes, including online postal votes, at the
meeting.
How to appoint a proxy or cast a postal vote online
A shareholder entitled to attend and vote at the Meeting
may appoint a proxy online or may cast a postal
vote online on the website of Synlait’s share registry,
Computershare: www.investorvote.co.nz
To appoint a proxy or vote online shareholders will be
required to enter their CSN/Securityholder Number,
postcode/country of residence and the secure access
Control Number that appears on the front of their Proxy/
Voting Form. Proxies and votes submitted in this way
must be received by 1.00pm on Wednesday, 19 November
2025 (NZT). Synlait may however accept late online proxy
appointments and votes at its sole discretion.
Questions
Shareholders will have the opportunity to ask questions.
If you cannot attend the meeting but would like to ask a
question, email it to investors@synlait.com or write it on
a separate sheet of paper and return it with the Proxy/
Voting Form to Computershare in the reply-paid envelope
provided.
Questions submitted in advance of the meeting must be
submitted by 1.00pm on Wednesday, 19 November 2025
(NZT). The Board will then address these questions at the
meeting.
Synlait’s auditors, KPMG, will also attend the meeting to
answer any questions shareholders may have. Auditors’
questions should be submitted in the same way and
timeframe.
Presentation materials
The presentation will be available on Synlait’s website
and NZX and ASX websites shortly before the meeting
commences.
16
SYNLAIT 2025 NOTICE OF MEETING
Attending the Annual Meeting
In person
The meeting will be held in the Bealey Rooms 4 and 5,
Te Pae Christchurch Convention Centre, 188 Oxford
Terrace Christchurch.
Online
To attend the meeting, go to: www.meetnow.global/nz
Then click ‘Go’ under the Synlait meeting and press ‘Join
Meeting Now’.
To join the meeting, you will need to enter your CSN/
Securityholder Number and postcode (New Zealand-
based shareholders) or choose your country from the
drop-down list (international shareholders).
Please ensure the volume on your device or headphones
is turned up. You will need an internet connection.
The Virtual Meeting Guide contains more information on
how to attend and participate.
If you have any questions on how to attend the meeting
online, contact Computershare on +64 9 488 8777
between 8.30am and 5.00pm Monday to Friday (NZT).
17
SYNLAIT 2025 NOTICE OF MEETING
Glossary
Abbott means Abbott Laboratories and, as the context
requires, its subsidiaries.
Abbott NZ means Abbott Nutrition NZ Limited (company
number 9370478).
Abbott Information means all information given by Abbott
NZ to Synlait for inclusion in this Notice of Meeting
concerning Abbott NZ, its Related Entities, business and
interests and is contained in Section 1.1 (in relation to the
description of Abbott).
Abbott Ireland means Abbott Ireland, an exempted
unlimited liability company incorporated in Bermuda,
having its principal place of business at Carbury Point,
Finisklin Business & Technology Park, Sligo, County Sligo,
F91 N2A4, Ireland.
Average Market Capitalisation has the meaning given to
that term in the NZX Listing Rules.
Bright means Bright Dairy Holding Limited.
Bright Information means all information given by
Bright to Synlait for inclusion in this Notice of Meeting
concerning Bright and is contained in Section 1.1 (in
relation to the statement from Bright).
Completion means completion of the sale and purchase
of the North Island Assets under the SPA (and ancillary
inventory sale agreements).
Gross Value has the meaning given to that term in the
NZX Listing Rules.
North Island Assets means the assets to be sold under
the SPA (and ancillary inventory sale agreements), which
include primarily the Pōkeno factory, the blending and
canning facility at Richard Pearse Drive, the warehouse
facility at Jerry Green Street, and associated assets.
North Island Sale means the transactions contemplated
by the SPA (and ancillary inventory sale agreements).
Related Entity means in respect of Abbott NZ, an entity
that:
(a) controls Abbott NZ;
(b) is under the control of Abbott NZ; or
(c) is under common control with Abbott NZ.
Synlait means Synlait Milk Limited.
Transaction Documents means the SPA (and ancillary
inventory sale agreements) and transitional services
agreements.
---
Proxy/Voting Form for the Synlait Milk Limited 2025 Annual Meeting
Appointment of Proxy or Corporate Representative
If you do not plan to attend and vote at the Annual Meeting, you
may appoint a proxy to attend and vote on your behalf. If you are a
corporate shareholder, you may appoint a corporate representative
to attend and vote on your behalf. You can appoint anyone to act
as your proxy or corporate representative. Your proxy or corporate
representative does not have to be another Synlait shareholder. The
Chair, and the other Synlait Directors, are willing to act as proxy or
corporate representative for shareholders.
To appoint a proxy or corporate representative, enter the name
of your proxy or corporate representative, or ‘Chair’ in the space
allocated in ‘Step 2’ and complete this form. Alternatively,
you can appoint a proxy or corporate representative online at:
www.investorvote.co.nz
If you have ticked the “PROXY DISCRETION” box and your named
proxy does not attend the Annual Meeting or you have not named
a proxy but have otherwise completed this form in full, the Chair will
act as your proxy, in accordance with the voting intentions noted
below. With respect to any other direction the proxy form will take
effect as a postal vote.
If your proxy is not the Chair, or other Synlait Director, and they are
attending the meeting online, please ensure that you provide their
phone and email when completing this form. If this information is
not provided, Computershare cannot guarantee admission of your
proxy to the online meeting. Even if you have appointed a proxy, you
can still attend the Annual Meeting online, but you will not be able
to vote.
Postal Voting
If you are unable or do not wish to attend the Annual Meeting or
appoint a proxy or corporate representative, you may cast a postal
vote by completing ‘Step 1’ of this form and lodging this form in
accordance with the instructions above. Alternatively, you may cast
your vote online at www.investorvote.co.nz. Once a hardcopy postal
vote has been cast it is irrevocable, other than with the Board’s
unanimous approval. This means that it cannot be reversed or
replaced, including by the casting of a new postal vote, whether in
hardcopy or online.
Synlait Milk Limited’s (Synlait) Annual Meeting will be held on Friday 21 November 2025 at 1.00pm (NZT). It will be held in person at
the Bealey Rooms 4 and 5, Te Pae Christchurch Convention Centre, 188 Oxford Terrace Christchurch, New Zealand, and online at:
www.meetnow.global/nz
Voting and Proxy Voting Intentions
The resolutions are not subject to any voting restrictions.
The Chair and the other Directors intend to vote any undirected
proxies in favour of all resolutions.
Direct your proxy or corporate representative how to vote, or
cast a postal vote, by marking one of the boxes next to each
resolution. If you do not mark a box in respect of a resolution, in
the case of a postal vote you will be deemed to have abstained
from voting on that resolution and in the case of an appointment
of a proxy or corporate representative, your proxy or corporate
representative may vote as they choose. If you mark the ‘Abstain’
box in respect of a resolution, your votes will not be counted in
calculating the required majority and, if you have appointed a
proxy or corporate representative, you are directing your proxy or
corporate representative not to vote on your behalf in respect of
that resolution. If you mark more than one box next to a resolution,
your vote will be invalid.
If a vote is required on any other matter at the Annual
Meeting, including motions from the floor, a proxy or corporate
representative may vote or abstain from voting on that matter on
your behalf as he or she thinks fit.
Proxy/Voting Form Signing Instructions
Individual holding
Where your shareholding is in a single name, the shareholder or
their attorney1 must sign this form.
Joint holding
Where your shareholding is in more than one name, all the
shareholders, or their attorneys1, should sign this form.
Corporate shareholder
This form must be signed by a duly authorised officer acting under
express or implied authority of the corporate shareholder, or a director
jointly with another director where there is more than one director, or
the sole director, or an attorney
1
appointed by the company.
1. If this form is signed under a power of attorney, it must be accompanied by:
• a copy of the Power of Attorney, certified by a Solicitor, Justice of the
Peace or Notary Public (unless it has already been noted by Synlait or
Computershare); and
• a signed certificate of non-revocation of the power of attorney.
Lodge your proxy or vote online, 24 hours a day, 7 days a week at: www.investorvote.co.nz
Your Secure Access Information
Control Number: CSN/Shareholder Number:
Please note: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.
For your proxy or postal vote to be effective, it must be received by 1:00pm on Wednesday 19 November 2025 (NZT)
Lodge your Postal Vote or Proxy
Online: www.investorvote.co.nz
Synlait’s registered office: 1028 Heslerton Road, Rd 13, Rakaia, 7783
By email: corporateactions@computershare.co.nz
By mail: Computershare Investor Services Limited Private Bag 92119,
Victoria Street West, Auckland 1142, New Zealand (if mailing within
New Zealand, use the reply-paid envelope provided. If mailing from
outside New Zealand, use the return envelope but add postage).
Name Line 1
Name Line 2
Address Line 1
Address Line 2
Address Line 3
Address Line 4
Scan the QR code
to vote now.
Postal or Proxy/Corporate Representative Voting Form
Step 2: Appoint a Proxy/Corporate Representative to Vote on your Behalf
If you are NOT attending the meeting and you wish to appoint a proxy or corporate representative to attend in your place, please complete
this form in full. If you wish to vote by postal vote, you only need to complete the ‘Step 1: Voting Instructions’ section of this form. Do not
complete this form if you are appointing a proxy online or if you are voting online.
I/We being a shareholder/s of Synlait Milk Limited
hereby appoint of
or failing that person of
as my/our proxy/corporate representative to act generally at the Annual Meeting of Shareholders of Synlait to be held on Friday 21
November 2025 commencing at 1.00pm (NZT), or any adjournment thereof, on my/our behalf, and to vote in accordance with the above
directions, or if ‘Proxy Discretion’ or no vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by law, Synlait’s
Constitution and the relevant Listing Rules) on the resolutions listed above, and on any resolution(s) to amend any of the resolution(s), or
any resolution(s) so amended, and on any other resolution(s) proposed at the meeting (or any adjournment thereof) to give effect to my/
our intention as set out above where possible. If your proxy is not the Chair of the meeting or another Director of Synlait, please ensure that
you provide their contact details (phone and email address) below. If this information is not provided, your proxy’s admission to the online
meeting is not guaranteed.
Proxy contact details
Phone Email
Step 3: Shareholder Questions
Shareholders at the Annual Meeting will have the opportunity to ask questions. If you cannot attend the Annual Meeting but would like
to ask a question, email it to investors@synlait.com, or write it on a separate sheet of paper and return it with the Proxy/Voting Form to
Computershare in the reply-paid envelope provided. Questions submitted in advance of the Annual Meeting must be submitted by 1.00pm
on Wednesday 19 November 2025 (NZT). The Board will then address these questions at the Annual Meeting.
Name
Shareholder 1 – Individual / Sole
Director/Director, Authorised
Signatory/Attorney (Please select one)
Name
Shareholder 2 – Individual / Director,
Authorised Signatory or Attorney (if
more than one) (Please select one)
Name
Shareholder 3 – Individual /
Authorised Signatory or Attorney 3
(Please select one)
Step 1: Voting Instructions
Please complete this section by ticking the box that applies. Mark only ONE box in respect of each resolution to indicate your vote.
If you mark more than one box, your vote on that resolution is invalid.
ForAgainstAbstain
Proxy
Discretion
Ordinary Resolutions
Resolution 1
Director Election:
“That Paul McGilvary be re-elected as a Director.”
Resolution 2
Director Election:
“That Yi (Julia) Zhu be elected as a Director.”
Resolution 3
Auditor’s Remuneration
“That the Board be authorised to determine the auditor’s fees
and expenses for the coming financial year.”
Resolution 4
North Island Sale
“That the North Island Sale is approved under and for the
purposes of NZX Listing Rule 5.1.1(b).”
Sign: Signature and name of Shareholder(s). This section must be completed.
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or
computer.
If you choose to attend online you will be able to view
a live webcast of the meeting, ask questions and
submit your votes in real time.
You will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
Visit: meetnow.global/nz
ACCESS
Access the online meeting at: meetnow.global/nz
and select the required meeting.
Click ‘JOIN MEETING NOW’.
If you are a shareholder:
Select ‘Shareholder’ on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country from
the drop down box instead of the post code. Accept
the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you
will be prompted to complete all the relevant fields
including title, first name, last name and email address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
CONTACT
If you have any issues accessing the website please
call +64 9 488 8700.
NAVIGATION
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
VOTING
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from
the options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press ‘Send’.
HOW TO PARTICIPATE IN
VIRTUAL/HYBRID MEETINGS
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz,and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz,and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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