FY25 Result Delivers AFFO and Dividend Growth
27 February 2026
NZL’s FY25 Result Delivers AFFO and Dividend Growth
New Zealand Rural Land Co (NZL.NZX) presents its financial result for the year ended 31 December 2025.
NZL recorded a consolidated net profit after tax of $7.9m and Adjusted Funds From Operations (AFFO)
1
of
$7.9m, excluding earnings from properties with put/call arrangements in place
2
.
FY25 Highlights
•AFFO grew from 4.94cps in FY24 to 5.43cps in FY25 (+9.9%). NZL forecasts FY26 AFFO of between 5.65 cps
and 5.99cps (FY26 includes further CPI linked rental adjustments);
•CPI linked rental increases of +13.8% on 18.2% of NZL’s portfolio took effect in June 2025. A further 32.3% of
NZL’s portfolio was subject to a ~+2.5% increase in early 2025;
•WALT was 11.6 years at FY25 year end a decrease of -7.2% from 12.5 years at FY24 end;
•17,077 hectares of rural land now owned, a decrease of -2.4% from FY24;
•Settled the acquisition of a 305 hectare dairy property in Canterbury. The acquisition increased NZL’s annual
lease income by ~$290k. As part of the consideration for the acquisition NZL sold two pastoral farms at above
book value/most recent valuation.
•Net asset value per share has grown from $1.25 at IPO to $1.609 (at 31 December 2025);
•Gearing lowered to 29.4% with 96.0% of borrowing hedged;
•NZL has adopted a revised dividend policy targeting distributions of 90% - 100% of AFFO, paid quarterly.
NZL will pay a final dividend of 2.75 cps (100% of AFFO earned in the second half of the year) for a full year
dividend of 4.91 cps equivalent to 90.5% of FY25 AFFO. The final dividend will be paid in April 2026.
•NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and will confirm whether the
DRP will apply at each dividend announcement, having regard to the Group’s capital requirements and any
potential dilution to earnings and NTA.
•NZL’s on-market share buyback programme remained in place during the year. No shares were repurchased
during the period. 710,131 shares have been repurchased since the programme was initiated in June 2023.
•During the year NZL commissioned KPMG to perform an independent capital review with consideration
given to market feedback, valuation drivers and capital management settings. This report was published and
released to the NZX on 2 February 2026.
The FY25 result delivered sustainable growth in value and dividends for shareholders and effective risk
management.
A detailed results presentation is available at: https://www.nzrlc.co.nz/reports-presentations.
www.nzrlc.co.nz
E: info@nzrlc.co.nz | T: +64 9 217 2905
1.AFFO is a non-GAAP measure refer to note 24.1 of the financial statements.
2.Reported figures include 100% of the earnings and assets of New Zealand Rural Land Investments Limited Partnership. NZL owns 75% of this
entity. AFFO and dividends are not reported on a consolidated basis and are 100% attributable to NZL.
www.nzrlc.co.nz
Capital Review
At NZL’s five-year mark, the Board commissioned KPMG to perform an independent capital review.
The review considered market feedback, valuation drivers and capital management settings. The review
confirmed that NZL is primarily valued by investors on the sustainability and reliability of its cash yield, with asset
values and NTA viewed as secondary considerations.
The review also reinforced the importance of scale and liquidity, provided growth is accretive on a per-share
basis.
NZL’s Board has endorsed a revised strategic and capital management framework. This positions NZL as a
specialist yield vehicle focused on delivering consistent and growing dividends, supported by disciplined, yield-
accretive growth and exposure to productive land assets.
Future capital management decisions will be guided by AFFO per-share accretion with equity only raised if
forecast to be accretive to AFFO per share, scale growth only pursued if not at the expense of yield or per share
returns, and share buybacks and alternative uses of capital assessed on a yield based framework.
Property Transactions
In the first half of the year, NZL announced the acquisition of a 305 hectare dairy property in Canterbury.
The acquisition increased NZL’s annual lease income by ~$290k. As part of the consideration for the acquisition
NZL sold two pastoral farms at above book value/most recent valuation.
NZL now owns 17,077 hectares of rural land (25% of which is owned by Roc) with a 11.6 year WALT (by lease
value) and 100% occupancy across nine tenants. The portfolio displays meaningful sector, income and tenant
diversification, with forestry and horticulture now being a 31% and 8% proportion of the company’s annual lease
income, dairy 51% and support 10%.
CPI Adjustments
NZL benefits from CPI adjustments for all of its properties and has received CPI adjusted rental payments from
the four tenants whose properties were subject to review in FY25. 30.2% of NZL’s dairy lease income (18.2% of
NZL’s total rent) was subject to CPI linked rental increases of +13.8% which took effect in June 2025. A further
32.3% of NZL’s portfolio (by lease income) was subject to a +2.5% increase in the first half of the year. Reflecting
this the portfolio’s total lease value has increased by ~$740k or +3.2%. NZL’s dairy leases undergo CPI review
every three years, in contrast to its horticultural and forestry leases which undergo CPI review annually.
Dividend and Dividend Reinvestment Programme
NZL will pay a final dividend of 2.75 cps in April 2026 representing 100% of AFFO earned in the second half of the
year.
Under NZL’s revised dividend policy the Company now aims to make regular quarterly distributions of 90% - 100%
of AFFO.
NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and will confirm whether the DRP will
apply at each dividend announcement, having regard to the Group’s capital requirements and any potential
dilution to earnings and NTA.
E: info@nzrlc.co.nz | T: +64 9 217 2905
www.nzrlc.co.nz
Outlook
NZL’s strategy is a specialist yield vehicle delivering consistent and growing dividends, supported by disciplined,
yield-accretive growth and exposure to productive land assets.
The outlook for agriculture is positive with property prices forecast to continue increasing and higher commodity
prices improving the servicing ability of NZL’s tenants.
NZL’s leases incorporate regular CPI reviews. That means inflation results in rental growth. NZL is also protected
from operational on-farm costs.
NZL forecasts FY26 AFFO of between $8.25m and $8.75m, this excludes earnings from properties with put/call
arrangements in place (~$1.4m).
Rob Campbell
Chair
For further information please contact:
Richard Milsom
Mobile: 021 274 2476
Email: richard@nzrlm.co.nz
E: info@nzrlc.co.nz | T: +64 9 217 2905
---
1
NEW ZEALAND RURAL LAND COMPANY
www.nzrlc.co.nz
listed on:
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Rural Land Co
New Zealand
The Rural Land Investors
2
NEW ZEALAND RURAL LAND COMPANY
CONTENTS
1
4
2
3
SECTION
SECTION
SECTION
SECTION
2025
Review
Statutory
Information
Financial
Statements
5 Statutory Information
16 Financial Statements46 Company Directory
3 2025 Review
Company
Directory
This report is dated 27 February 2026 and is signed on behalf of the Board of New Zealand Rural Land Company Limited:
Rob Campbell
Independent Chair
Sarah Kennedy
Director
3
NEW ZEALAND RURAL LAND COMPANY
•AFFO grew from 4.94cps in FY24 to 5.43cps in FY25 (+9.9%). NZL forecasts FY26 AFFO of between 5.65 cps
and 5.99cps (FY26 includes further CPI linked rental adjustments);
•CPI linked rental increases of +13.8% on 18.2% of NZL’s portfolio took effect in June 2025. A further 32.3% of
NZL’s portfolio was subject to a ~+2.5% increase in early 2025;
•WALT was 11.6 years at FY25 year end a decrease of -7.2% from 12.5 years at FY24 end;
•17,077 hectares of rural land now owned, a decrease of -2.4% from FY24;
•Settled the acquisition of a 305 hectare dairy property in Canterbury. The acquisition increased NZL’s annual
lease income by ~$290k. As part of the consideration for the acquisition NZL sold two pastoral farms at above
book value/most recent valuation.
•Net asset value per share has grown from $1.25 at IPO to $1.609 (at 31 December 2025);
•Gearing lowered to 29.4% with 96.0% of borrowing hedged;
•NZL has adopted a revised dividend policy targeting distributions of 90% - 100% of AFFO, paid quarterly.
NZL will pay a final dividend of 2.75 cps (100% of AFFO earned in the second half of the year) for a full year
dividend of 4.91 cps equivalent to 90.5% of FY25 AFFO. The final dividend will be paid in April 2026.
•NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and will confirm whether the
DRP will apply at each dividend announcement, having regard to the Group’s capital requirements and any
potential dilution to earnings and NTA.
•NZL’s on-market share buyback programme remained in place during the year. No shares were repurchased
during the period. 710,131 shares have been repurchased since the programme was initiated in June 2023.
•During the year NZL commissioned KPMG to perform an independent capital review with consideration
given to market feedback, valuation drivers and capital management settings. This report was published and
released to the NZX on 2 February 2026.
The FY25 result delivered sustainable growth in value and dividends for shareholders and effective risk
management.
A detailed results presentation is available at: https://www.nzrlc.co.nz/reports-presentations.
Capital Review
At NZL’s five-year mark, the Board commissioned KPMG to perform an independent capital review.
The review considered market feedback, valuation drivers and capital management settings. The review
confirmed that NZL is primarily valued by investors on the sustainability and reliability of its cash yield, with asset
values and NTA viewed as secondary considerations.
The review also reinforced the importance of scale and liquidity, provided growth is accretive on a per-share
basis.
NZL’s Board has endorsed a revised strategic and capital management framework. This positions NZL as a
specialist yield vehicle focused on delivering consistent and growing dividends, supported by disciplined, yield-
accretive growth and exposure to productive land assets.
Chair Report
New Zealand Rural Land Co (NZL.NZX) presents its financial result for the year ended 31 December 2025.
NZL recorded a consolidated net profit after tax of $7.9m and Adjusted Funds From Operations (AFFO)
1
of
$7.9m, excluding earnings from properties with put/call arrangements in place
2
.
FY25 Highlights
1
SECTION
2025
Review
4
NEW ZEALAND RURAL LAND COMPANY
Future capital management decisions will be guided by AFFO per-share accretion with equity only raised if
forecast to be accretive to AFFO per share, scale growth only pursued if not at the expense of yield or per share
returns, and share buybacks and alternative uses of capital assessed on a yield based framework.
Property Transactions
In the first half of the year, NZL announced the acquisition of a 305 hectare dairy property in Canterbury.
The acquisition increased NZL’s annual lease income by ~$290k. As part of the consideration for the acquisition
NZL sold two pastoral farms at above book value/most recent valuation.
NZL now owns 17,077 hectares of rural land (25% of which is owned by Roc) with a 11.6 year WALT (by lease
value) and 100% occupancy across nine tenants. The portfolio displays meaningful sector, income and tenant
diversification, with forestry and horticulture now being a 31% and 8% proportion of the company’s annual lease
income, dairy 51% and support 10%.
CPI Adjustments
NZL benefits from CPI adjustments for all of its properties and has received CPI adjusted rental payments from
the four tenants whose properties were subject to review in FY25. 30.2% of NZL’s dairy lease income (18.2% of
NZL’s total rent) was subject to CPI linked rental increases of +13.8% which took effect in June 2025. A further
32.3% of NZL’s portfolio (by lease income) was subject to a +2.5% increase in the first half of the year. Reflecting
this the portfolio’s total lease value has increased by ~$740k or +3.2%. NZL’s dairy leases undergo CPI review
every three years, in contrast to its horticultural and forestry leases which undergo CPI review annually.
Dividend and Dividend Reinvestment Programme
NZL will pay a final dividend of 2.75 cps in April 2026 representing 100% of AFFO earned in the second half of the
year.
Under NZL’s revised dividend policy the Company now aims to make regular quarterly distributions of 90% - 100%
of AFFO.
NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and will confirm whether the DRP will
apply at each dividend announcement, having regard to the Group’s capital requirements and any potential
dilution to earnings and NTA.
Outlook
NZL’s strategy is a specialist yield vehicle delivering consistent and growing dividends, supported by disciplined,
yield-accretive growth and exposure to productive land assets.
The outlook for agriculture is positive with property prices forecast to continue increasing and higher commodity
prices improving the servicing ability of NZL’s tenants.
NZL’s leases incorporate regular CPI reviews. That means inflation results in rental growth. NZL is also protected
from operational on-farm costs.
NZL forecasts FY26 AFFO of between $8.25m and $8.75m, this excludes earnings from properties with put/call
arrangements in place (~$1.4m).
Rob Campbell
Chair
1.AFFO is a non-GAAP measure refer to note 24.1 of the financial statements.
2.Reported figures include 100% of the earnings and assets of New Zealand Rural Land Investments Limited Partnership. NZL owns 75% of this
entity. AFFO and dividends are not reported on a consolidated basis and are 100% attributable to NZL.
5
NEW ZEALAND RURAL LAND COMPANY
2
SECTION
STATUTORY
INFORMATION
DIRECTORS
Directors are expected to:
•Ensure the strategic goals of NZL are clearly established and strategies are in place to achieve them;
•Approve and monitor NZL’s financial statements, corporate governance and other reporting, including reporting to
Shareholders and other stakeholders in accordance with its statutory functions;
•Ensure that NZL has appropriate risk management and regulatory compliance policies in place and monitor the integrity of
these policies;
•Familiarise itself with issues of concern to Shareholders and significant Stakeholders, including customers, staff, lessee’s
and the community; and
•Monitor the performance of NZL’s Manager.
Rob Campbell, appointed in September 2020, has more than 50 years’ experience in investment management and corporate
governance. He is the Chancellor of Auckland University of Technology. Rob trained as an economist and has worked in a
variety of capital market advisory and governance roles over a long period.
Sarah Kennedy, appointed in September 2020, is the Founder and Managing Director of Calocurb Limited, a bioactive developed
by Plant and Food Research selling internationally. She is the former CEO of Lifestream International, a New Zealand-owned
company specialising in bioavailable, ethical, plant-based health foods. Sarah has also been chief executive of Designer Textiles
International. From 2011 to 2014, she held a number of senior roles with Fonterra, such as vice president of international farming
based in China, managing director of dairy nutrition, and managing director of RD1 — Fonterra’s chain of rural retail stores.
Before that, Sarah was managing director of Healtheries/Vitaco for a decade. Sarah is a veterinarian by training.
Christopher Swasbrook, appointed in September 2020, is also a Director of Elevation Capital Management Limited, CG
Swasbrook & Co Limited and Art Management Inc. Limited. He was previously a Partner of Goldman Sachs JBWere Pty, Co-
head of institutional equities at Goldman Sachs JBWere (NZ) and a foundation broker of the NZX. He has been a board member
of the Financial Markets Authority since 2019. He is also Chair of the Auckland Future Fund, Chair of Bethunes Investments
Limited, Chair of McCashin’s Brewery Limited, Chair of the Museum of New Zealand Te Papa Tongarewa, Chair of the Auckland
Art Gallery Advisory Board, Chair of The Helen Clark Foundation and Director of Rakon Limited..
Tia Greenaway, appointed in September 2021, is the CFO for Tupu Angitu Ltd, the commercial arm of Lake Taupō Forest Trust.
Tia has broad experience in the Māori sector and holds various roles on Iwi and Ahu Whenua Trusts and Committees operating
mainly in farming, forestry and property management. Tia is a member of Chartered Accountants Australia and New Zealand,
has a background in climate change mitigation and adaptation and is passionate about improving well-being outcomes for our
taiao and our communities.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
NZL and its tenants adopt sustainable land management practices. These include practices that enhance the health and
well-being of the natural environment, animals and communities connected to the land. NZL and its tenants agree to binding
sustainability pledges in leases. Under the Financial Markets Conduct Act 2013 NZL is currently a climate reporting entity. The
Government has announced changes to climate reporting. Once this legislation is passed, NZL will no longer be a climate
reporting entity, and the FMA has stated that it will take a "no action" approach to affected entities who are expecting their
climate reporting obligations to cease once the legislation is passed. Notwithstanding, NZL strongly believes that transparent
and detailed climate reporting reflects NZL's values, and therefore intend to continue to prepare a climate statement, and when
complete it will be available on NZL's website, www.nzrlc.co.nz on or before 30 April 2026.
for the period ended 31 December 2025
6
NEW ZEALAND RURAL LAND COMPANY
CORPORATE GOVERNANCE
The Board is responsible for establishing and implementing NZL’s corporate governance frameworks. NZL’s corporate governance
practices have been prepared in accordance with the Financial Markets Authority’s Corporate Governance Handbook, the
requirements of the NZX Listing Rules, and, except where specifically stated otherwise in this Report, the recommendations in
the NZX Corporate Governance Code (NZX Code).
Copies of NZL’s key corporate governance documents, including NZL’s Board Charter and Code of Ethics, are available at NZL
Policy Documents & Constitution section of NZL’s website: www.nzrlc.co.nz/company-policy-documents.
This statement was approved by the Board on 27 February 2026 and was accurate as at that date.
Corporate Governance Structure
The Board is elected by Shareholders of NZL. The Board has overall responsibility for the governance of NZL, while the day-
to-day management of NZL has been delegated to the Manager. The respective roles of the Board and the Manager within this
corporate governance structure are summarised below.
Role of the Board
The primary role of the Board is to set and monitor the strategic direction of NZL and to add long-term value to NZL’s shares,
whilst having appropriate regard to the interests of all material Stakeholders. Further information on the Board’s role and
responsibilities is set out in the Board Charter.
Board Committees
The Board may establish a committee to consider certain issues and functions in more detail. The Board retains ultimate
responsibility for the functions of its committees and determines their responsibilities. The Board has established two standing
committees, and other committees may be established on a case-by-case basis where the Board considers it appropriate to do
so.
Audit and Risk Committee
The Board has established an Audit and Risk Committee (Sarah Kennedy (Chair), Rob Campbell and Tia Greenaway), with the
role of overseeing financial reporting, accounting policies, financial management, and internal control systems. The Audit and
Risk Committee responsibilities are outlined in the Audit and Risk Committee Charter available on NZL’s website.
Remuneration Committee
The Board has established a Remuneration Committee (Rob Campbell (Chair) and Sarah Kennedy), with the role of recommending
Director remuneration packages to Shareholders. The Remuneration Committee responsibilities are outlined in the Remuneration
Committee Charter available on NZL’s website. NZL also has a Remuneration Policy applicable to Directors available on its
website. NZL does not have a Remuneration Policy for executives because executive functions are performed by the Manager,
and therefore NZL does not employ any executives. For the same reason, there are no disclosures in relation to the Chief
Executive Officer remuneration arrangements.
Board Membership
The Board comprises at least three Directors, with at least two independent Directors. The composition of the Board reflects the
duties and responsibilities it is required to perform in setting NZL’s strategy and ensuring it is implemented.
At the date of this Annual Report, the Board comprises four Directors (three independent Directors and one non-independent
Director).
Independence
The Board Charter of NZL sets out the standards for determining whether a Director is independent for the purposes of service
on the Board and committees. These standards reflect the requirements of the NZX Listing Rules. A Director is independent if
the Board affirmatively determines that the Director has satisfied these standards. As at 31 December 2025, Sarah Kennedy, Tia
Greenaway and Rob Campbell are considered by the board to be independent directors. They are considered to be independent
due to the following factors:
SECTION 2. STATUTORY INFORMATION
7
NEW ZEALAND RURAL LAND COMPANY
•They are non-executive directors who are not substantial shareholders and who are free of any interest, business or other
relationship that would materially interfere with, or could reasonably be seen to materially interfere with, the independent
exercise of their judgement;
•They have not been employed or retained, within the last three years, to provide material professional services to the
Company;
•Within the last 12 months, they were not a partner, director, senior executive or material shareholder of a firm that provided
material professional services to the Company or any of its subsidiaries; and
•None of these directors:
Ղhave been, within the last three years, a material supplier to the Company or have any other material contractual
relationship with the Company or another group member other than as a director of the Company;
Ղreceive performance-based remuneration from, or participates in, an employee share scheme of the Company; and
Ղcontrol, or is an executive or other representative of an entity which controls, 5% or more of the Company’s voting
securities.
Christopher Swasbrook is a non-Independent Director because of his service provider role with the Manager.
Tenure
Directors are not appointed for fixed terms. However, the Constitution and the NZX Listing Rules require all Directors to stand
for re-election at the third annual meeting after appointment or after three years (whichever is longer). A Director appointed by
the Board to fill a casual vacancy must also stand for election at the following annual meeting.
Board and Committee Meetings
The Board and committee meetings and attendance in the year to 31 December 2025 are
set out below:
AttendeeBoard MeetingsAudit and Risk CommitteeRemuneration Committee*
Rob Campbell
9/99/94/44/4-
Sarah Kennedy
9/99/94/44/4-
Christopher Swasbrook
8/98/9--
Tia Greenaway
9/99/94/4-
*No remuneration committee meetings were required during the period because there were no proposals to alter Directors' fees
Independent Professional Advice
Directors are entitled to seek independent professional advice on any aspect of the Directors’ duties at NZL’s expense, with the
approval of the Chair.
During the period no instances have arisen whereby a Board committee or individual director has needed to seek independent
legal or financial advice. However, the Board has access to appropriate internal and external expertise to support board
assurance activities:
•All executives of the Manager have direct access to the Board and each of the Directors;
•The external Audit Firm Lead Partner has direct access to the Chair of the Audit and Risk Committee, and has “Board only”
time without management present at Audit and Risk Committee meetings; and
•The Board has directly sought expert external valuation, corporate finance, tax, and legal advice as required.
SECTION 2. STATUTORY INFORMATION
8
NEW ZEALAND RURAL LAND COMPANY
Board Assessment
The Board Assessment that would typically have occurred during 2025 was deferred by the Board, as it considered that an
assessment would be optimised by first having KPMG complete its Capital Review. The Capital Review was completed in January
2026, and the Board has therefore now commenced a review of its performance and composition, working with Propero
Consulting. This will be completed in the first half of 2026.
Directors’ and Officers’ Insurance
While acting in their capacities as Directors, NZL provides indemnity and insurance cover for Directors to the fullest extent
permitted by law. As permitted by its Constitution, NZL has entered into a deed of indemnity, insurance and access indemnifying
each Director for potential liabilities, losses, costs and expenses they may incur for acts or omissions in their capacity as Director,
and agreeing to effect directors’ and officers’ liability insurance for those persons, in each case subject to the limitations set out
in the Companies Act 1993.
Role of New Zealand Rural Land Management
The day-to-day management responsibilities for NZL have been delegated to the Manager under a long-term Management
Agreement. The Management Agreement details a comprehensive list of the Manager’s duties and responsibilities, and the
fees payable to the Manager (which are summarised in the Financial Statements at pages 35 and 36 of this report). Under the
Management Agreement, the Manager is responsible for the:
•Management and administration of NZL including secretariat services;
•Management of properties owned by NZL;
•Sourcing of sale and purchase opportunities, including overseeing the due diligence and execution processes;
•Operation of lease arrangements;
•Communication with investors; and
•Administration of dividends and distributions.
Manager Performance
A key role of the Board is to monitor the performance of the Manager. The Board recognises that the interests of the Manager
and the interests of NZL’s Shareholders have the potential to conflict.
The Board is responsible for identifying, assessing and resolving any potential conflicts in relation to NZL’s structure, NZL’s
adopted strategies and the resulting potential fees payable to the Manager. Any matters to be considered under the Management
Agreement by NZL are considered and determined by the independent Directors on the Board. Where the Board must vote
on any matter relating to the Manager, Chris Swasbrook is interested and must not vote on that matter given his historical
relationship with the Manager.
Diversity
NZL has a Diversity Policy, which describes NZL’s approach to diversity and inclusion. The Diversity Policy applies to the Board
and the Manager and should be read in conjunction with NZL’s Code of Ethics and all other policies that cover areas such as
values, culture and employee expectations. A copy of the Diversity Policy is available on NZL’s website.
In accordance with the Company’s Diversity Policy, NZL has evaluated its performance against the measurable objectives
established under the governance section of the Company’s Sustainability Programme. These relate to the Board of Directors
because NZL does not employ any staff. NZL has successfully met its diversity targets in relation to both director independence
and gender diversity and, while not having specific targets, has noted that there is also diversity of both age and ethnicity among
the directors.
SECTION 2. STATUTORY INFORMATION
9
NEW ZEALAND RURAL LAND COMPANY
The following table provides a quantitative breakdown as at 31 December 2025 as to the gender composition of the Board:o the gender composition of the Board:
31 December 202531 December 2024
FemaleMale% FemaleFemaleMale% Female
Board2250%2250%
Officers010%010%
NZX Corporate Governance Code
NZL considers that during the year ended 31 December 2025, NZL materially complied with the Code. NZL does deviate from
the Code, by not having a formally established Nominations Committee. Given the current nature and structure of NZL, the
Board considers the matters related to nominations are best undertaken by the entire Board.
Risk Management Risk Management
The Audit and Risk Committee ensures that NZL fulfils its responsibilities in all matters related to risk management. The
Committee is responsible for overseeing financial reporting, accounting policies, financial management and internal control
systems. Formal control and reporting processes have been introduced to ensure the Board is properly and regularly informed
on corporate financial matters.
NZl’s key risks as a land owner are identified, scored and reported to the Board as part of NZL’s Enduring Land Programme. These
are broadly categorised under environmental, economic, social, and animal welfare categories. More detail on this programme
can be found at www.nzrlc.co.nz/sustainability. Health and Safety risks are managed and reported to the Board in accordance
with NZL’s Health and Safety Management Plan. Other risks that may impact NZL’s value (including land value, tenant financial
capacity, access to capital, unbudgeted capex, and forestry regulation) are assessed by the Manager and reported to the Board
with appropriate recommendations. A number of these risk are reflected in NZL’s Corporate Policies such as the Acquisitions,
Tenant and Leasing Policy, Capital Management Policy, and Dividend Policy.
Health & Safety
NZL owns farming property and leases it to tenants, and the Manager manages the lease arrangement on behalf of NZL. This
scenario creates overlapping health and safety duties for the properties. NZL, the Manager, and the tenant have carefully
considered each parties’ ability to influence and control health and safety matters, and put in place a Health and Safety
programme via a Overlapping Duties Agreement on each farm. This takes into account who has control over work activity,
control of the workplace and control over workers, and allocates in a detailed register responsibilities based on who is in the
best position to control, influence and manage each health and safety obligation to ensure successful implementation and avoid
duplication of efforts.
Directors’ Relevant Interests
As at 31 December 2025, the Directors of NZL who have relevant interests (as defined in the Financial Market Conduct Act 2013)
in quoted financial products of NZL are as follows:
NZL Ordinary SharesBeneficial InterestsNon-beneficial Interests
Rob Campbell1,086,234-
Sarah Kennedy48,069-
Christopher Swasbrook350,0001,500,000
Tia Greenaway8,691-
As at 31 December 2025, the Directors of NZL held, in aggregate, 2.05% of NZL’s ordinary shares.
SECTION 2. STATUTORY INFORMATION
10
NEW ZEALAND RURAL LAND COMPANY
Directors disclosed the following acquisitions and disposals of relevant interests in NZL shares during the year ended 31
December 2025 pursuant to section 148 of the Companies Act 1993:
NZL Ordinary Shares
Beneficial interests
as at 31 December
2025
Change
from 31 December
2024
Non-beneficial
Interests
as at 31 December
2025
Change
from 31 December
2024
Rob Campbell1,086,234+128,605--
Sarah Kennedy48,069+2,322--
Christopher Swasbrook350,000350,000--1,500,0001,500,000-1,376,953-1,376,953
Tia Greenaway8,6918,691+420+420----
Interests Register
The following are the relevant interests of the Directors of NZL and its subsidiaries:
Rob CampbellRob Campbell
Chancellor of Auckland University of Technology
Trustee of Pacific Settlement Support Services Trust
Advisory Board Member of Purpose Capital Limited
Advisory Board Member of Paua Wealth Management
Advisory Board Member of Koi Tu Centre for Informed Futures
Director of RC Custodian Limited
Trustee of Korowai Taonui Trust
Director of LamCam Limited
Sarah Kennedy
Founder and Managing Director of Calocurb Limited
Director Lanaco Limited
Christopher Swasbrook
Chair of Auckland Future Fund
Director and Shareholder of Art Management Inc. Ltd
Director of Bethunes Investments Limited (in liquidation)
Director of Elevation Capital Funds Management Limited (ECFM):
•Director and Shareholder
•Through ECFM, Chris Swasbrook acts as a financial adviser to Clyde and Rena Holland and indirectly receives
financial benefits from advising them. Clyde and Rena Holland are substantial shareholders of the Company.
Director and shareholder of CGS & CVS Limited
Director and Shareholder of Elevation Capital Limited
Director of Rakon Limited
Chair of Museum of New Zealand Te Papa Tongarewa
CS Swasbrook & Co Ltd
•Director and shareholder
•Services contract with New Zealand Rural Land Management Limited Partnership
Executive Chair McCashins Brewery Limited
Chair of Auckland Art Gallery Advisory Board
Chair of The Helen Clark Foundation
Board Member of Financial Markets Authority
Director of Merx Trust Management Limited
SECTION 2. STATUTORY INFORMATION
11
NEW ZEALAND RURAL LAND COMPANY
Tia Greenaway
Member of New Zealand Maori Tourism Audit and Risk Committee
Trustee of Ngati Tutemohuta Charitable Trust
Board Member, Nga Pukenga (Maori Advisory Board to Treasury)
Committee Member of Opepe Investment Committee
Director and Shareholder of Piata Horizons Limited
Member of Rongowhakaata Iwi Trust Audit Risk and Finance Committee
Responsible Trustee of Tauhara Middle 14 Trust
Responsible Trustee of Tauhara Middle Lands Trust
Director Tauhara Middle Lands Trust General Parter Ltd
Chief Financial Officer Tupu Angitu
Director of Te Iho Nuku General Partner Ltd
Directors’ RemunerationDirectors’ Remuneration
TThe remuneration paid to NZL and its subsidiaries’ Directors in respect of the year ended 31 December 2025 was as follows
(these amounts exclude GST, where appropriate):
DirectorYear to 31 December 2025 (NZD)
Rob Campbell97,50097,500
Sarah Kennedy65,00065,000
Christopher SwasbrookNil*Nil*
Tia Greenaway65,000
Total227,500227,500
Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of
performing their duties. The Company has no specific policy on whether or not to pay directors additional fees for the provision performing their duties. The Company has no specific policy on whether or not to pay directors additional fees for the provision
of additional services. However, the Company did not pay any additional fees to any Director for the provision of additional of additional services. However, the Company did not pay any additional fees to any Director for the provision of additional
services.services.
Directors do not receive any retirement benefits, and do not receive share options. Whilst NZL encourages NZL share ownership Directors do not receive any retirement benefits, and do not receive share options. Whilst NZL encourages NZL share ownership
to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership is not to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership is not
appropriate or achievable.appropriate or achievable.
Any proposed increases in non-executive Director fees will be put to shareholders for approval. At that time a Fee Pool will also Any proposed increases in non-executive Director fees will be put to shareholders for approval. At that time a Fee Pool will also
be proposed to shareholders for approval (a fee pool has not been required because director fees were established prior to be proposed to shareholders for approval (a fee pool has not been required because director fees were established prior to
listing on NZX). If independent advice is sought by the Board, it will be disclosed to shareholders as part of the approval process.listing on NZX). If independent advice is sought by the Board, it will be disclosed to shareholders as part of the approval process.
* Swasbrook Securities Limited, a company controlled by Christopher Swasbrook, is party to a services agreement with the Manager.
Under the services contract Swasbrook Securities Limited receives remuneration from the Manager including for Chris Swasbrook
acting as a director of NZL. Consequently NZL does not pay Christopher Swasbrook directors fees itself.
SECTION 2. STATUTORY INFORMATION
12
NEW ZEALAND RURAL LAND COMPANY
The following Board skills matrix outlines the qualifications, capabilities, geographical location, tenure and gender of each
member of the Board:
The following Board skills matrix outlines the qualifications,
capabilities, geographical location, tenure and gender of
each member of the Board
Rob CampbellChris Swasbrook Sarah KennedyTia Greenaway
Director Qualification
CNZM,
BA (Hons),
MPhil (Economics)
BCom (Economics)
BVSc (Dist), MIT
Sloan Fellowship
MPA (Accounting),
CA
Strategic knowledge of rural investmentsYes Ye sYe s Ye s
Strategic knowledge of funds management businesses
Ye sYes NoNo
Financial
Ye sYes Ye sYe s
Risk management/regulatory
Ye sYes NoYe s
Sustainability
Ye sNoYe sYe s
Legal No No Yes Yes
People leadership and culture
Ye sYe sYe sYe s
Listed company governance Yes Yes Ye sNo
Capital markets Ye sYe sYe sNo
Geographic location Auckland Auckland Auckland Taupo
Tenure (years) 63 Months63 Months63 Months51 Months
Gender Male Male Female Female
Employee Remuneration
NZL, including its subsidiaries, has no employees. NZL is managed by the Manager under the Management Agreement. Details
of the fees paid to the Manager are included in the Financial Statements on pages 35 - 36.
Subsidiaries and Partnership
NZL has four subsidiaries. The following people were directors of NZL's subsidiary companies in the year to 31 December
2025. These companies are all New Zealand incorporated companies. Except where shown NZL's ownership interest in these
companies as at 31 December 2025 was 100%
Donations
NZL, including its subsidiaries, did not make any donations during the six months endedNZL, including its subsidiaries, did not make any donations during the six months ended 31 December 2025. NZL has a policy
of not making political donations.
Dividends Paid
NZL paid an interim dividend of 2.16 cps. and will pay a final dividend of 2.75 cps in April 2026 resulting in a total FY25 dividend
of 4.91 cps.
Company Secretariat ServicesCompany Secretariat Services
Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat
Services via oversight from the Manager’s Board of Directors. The Board of the Manager does not consist of any NZL Directors.
Auditors
The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides
a formal channel of communication between the Board, senior management and external auditors.a formal channel of communication between the Board, senior management and external auditors.
SECTION 2. STATUTORY INFORMATION
SubsidiaryDirectors
NZRLC Dairy Holdings LimitedR Campbell, C Swasbrook, S Kennedy, T Greenaway
SSP NI LimitedC Swasbrook
New Zealand Rural Land Investments GP Limited (75%)R Campbell, S Kennedy, T Greenaway, B Mytton
New Zealand Rural Land Investments Limited Partnership (75%)R Campbell, S Kennedy, T Greenaway, B Mytton
NZRLC LP Nominee LimitedR Campbell
13
NEW ZEALAND RURAL LAND COMPANY
The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years) The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years)
and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit
firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless
on balance it is not in the interests of NZL to do so. The Committee periodically has time with the external auditor without on balance it is not in the interests of NZL to do so. The Committee periodically has time with the external auditor without
management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.
An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the
external auditor.
On 14 October 2025 NZL accepted the resignation of William Buck as the Company's statutory auditor and appointed PwC in its
place and Matt White was appointed as Lead Audit Partner on the same date.
All audit work is fully separated from non-audit services, to ensure that appropriate independence is maintained. The amount
of fees paid to William Buck and PwC for audit work in FY25 are identified in note 21 of the consolidated financial statements.
At the 2025 Annual Meeting shareholders autAt the 2025 Annual Meeting shareholders authorised the Directors to fix the auditor’s fees and expenses for the ensuing year.
PwC has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to operate
independently during the year.
William Buck, at the time of the 2025 Annual Shareholders' meeting had not yet resigned as auditor and therefore attended the
meeting and were available to answer any questions.
No non-audit services were provided by William Buck or PwC.No non-audit services were provided by William Buck or PwC.
NZX Waivers
No waivers from the NZX Listing Rules were granted to the Company or relied upon by the Company during the year ended 31
December 2025.
Credit Rating
NZL does not have a credit rating.
Substantial Product Holders
The following information is pursuant to section 293 of the Financial Markets Conduct Act 2013. The total number of voting
securities of NZL on issue as at 31 December 2025 was 146,138,526. According to notices received by NZL, the following
persons were substantial product holders in NZL as at 31 December 2025:
Ordinary sharesNumber held
Accident Compensation Corporation13,021,19013,021,190
Clyde and Rena Holland12,247,43912,247,439
Salt Funds Management Limited10,372,43210,372,432
ANZ New Zealand Investments Limited, ANZ Bank New Zealand Limited and ANZ Custodial
Services New Zealand Limited
7,954,4647,954,464
Spread of Shareholders
The spread of the Shareholders of NZL as at 31 December 2025 is as follows:
Number of SharesNumber of HoldersTotal Shares HeldPercentage (%)
1 - 1,00014088,3920.06
1,001 – 5,000345982,5190.67
5,001 – 10,0002361,801,7761.23
10,001 – 50,0003698,210,4555.62
50,001 – 100,000684,920,8243.37
100,001 and over80130,134,56089.05
Total1,238146,138,526100.00
SECTION 2. STATUTORY INFORMATION
14
NEW ZEALAND RURAL LAND COMPANY
Spread of Warrant Holders
The spread of the Warrant Holders of NZL as at 31 December 2025 is as follows:
Number of WarrantsNumber of HoldersTotal Warrants HeldPercentage (%)
1 - 1,000240104,5371.30
1,001 – 5,000149341,5554.27
5,001 – 10,00028184,3292.31
10,001 – 50,00021525,0386.57
50,001 – 100,0005345,7434.32
100,001 and over86,495,02581.23
Total4517,996,227100.00
Twenty Largest Shareholders
The twenty largest Shareholders of NZL as at 31 December 2025 are as follows:
ShareholdersNumber held
New Zealand Permanent Trustees Limited 18,834,965
Accident Compensation Corporation13,021,190
HSBC Nominees (New Zealand) Limited8,686,242
Apex Custodian Nominees7,856,536
Premier Nominees Limited6,593,901
B J Lindsay & J J Parsonson & W D Anderson & S M Palmer6,533,333
Custodial Services Limited6,364,241
FNZ Custodians Limited5,941,878
Allied Farmers Limited4,018,065
Janice Catherine Walker & Sonya Jane Walker & Duncan Varhan Fea4,000,000
New Zealand Depository Nominee3,597,030
Citibank Nominees (NZ) Ltd2,743,876
Wairahi Investments Limited2,600,000
Custodial Services Limited2,528,825
DFS Investment Partners LLC1,950,790
Investment Custodial Services Limited1,567,884
BNP Paribas Nominees NZ Limited1,529,217
FNZ Custodians Limited1,479,699
MFL Mutual Fund Limited1,348,563
Clyde Parker and Rena Holland1,336,356
SECTION 2. STATUTORY INFORMATION
15
NEW ZEALAND RURAL LAND COMPANY
Twenty Largest Warrant Holders
The twenty largest Warrant Holders of NZL as at 31 December 2025 are as follows:
Warrant HoldersNumber held
Accident Compensation Corporation1,636,731
B J Lindsay & J J Parsonson & W D Anderson & S M Palmer1,044,444
Premier Nominees Limited894,779
MFL Mutual Fund Limited515,502
Custodial Services Limited374,913
FNZ Custodians Limited329,333
New Zealand Permanent Trustees Limited299,999
HSBC Nominees (New Zealand) Limited243,013
Apex Custodian Nominees204,985
New Zealand Permanent Trustees Limited175,001
Custodial Services Limited165,938
Public Trust RIF Nominees Limited122,991
FNZ Custodians Limited119,770
John Albert Galt119,072
Christina Dietzsch Kley116,667
Philip Bowman91,667
CG Swasbrook & Co Limited83,606
New Zealand Depository Nominee63,471
Graeme Arthur Cleary56,333
MMC Queen Street Nominees Ltd53,995
SECTION 2. STATUTORY INFORMATION
16
NEW ZEALAND RURAL LAND COMPANY
3
SECTION
Financial
Statements
New Zealand Rural Land Company Limited and its subsidiaries
Consolidated Financial Statements
For the year ended 31 December 2025
17
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Directors' responsibility statement
For and on behalf of the Board
DirectorDirector
The Board of Directors of New Zealand Rural Land Company Limited authorised the financial statements for issue on 27 February 2026
.
The directors are pleased to present the financial statements of New Zealand Rural Land Company Limited and its subsidiaries for the financial
year ended 31 December 2025.
2
Sarah Kennedy
Rob Campbell
18
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of comprehensive income
For the year ended 31 December 2025
(Restated)
1
20252024
Notes $'000 $'000
Rental income822,276 19,869
Total rental income22,276 19,869
Less expenses
Management fees22.1
(1,518)(1,407)
Professional, consulting and listing fees(2,372)(686)
Repairs and maintenance(20)(396)
Directors fees22.2(222)(227)
Performance fee22.1(412)(829)
Settlement of convertible loan- (160)
Other22.1(283)(199)
Total expenses(4,827)(3,904)
Profit before net finance expense, other income and income tax17,449 15,965
Finance income2,181 2,550
Finance expense(7,614)(10,808)
Net finance expense9(5,433)(8,258)
Profit before other income and income tax12,016 7,707
Other income
Change in fair value of investment properties5(185)26,421
Movement in redeemable Limited Partnership units17(3,408)(8,364)
Other79 47
Total other income(3,514)18,104
Profit before tax8,502 25,811
Income tax expense10.1(646)(931)
Net profit7,856 24,880
Other comprehensive income- -
Total comprehensive income for the period7,856 24,880
Cents Cents
Basic and diluted earnings per share275.43 17.75
1
Refer to note 29 for further information in relation to the restatement.
These financial statements are to be read in conjunction with the accompanying notes.3
19
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of financial position
As at 31 December 2025
(Restated)
1
20252024
Notes $'000 $'000
Current assets
Cash and cash equivalents11 5,918 5,520
Derivative assets14 57 151
Trade and other receivables12 298 1,769
Assets held for sale 6 - 11,355
Total current assets 6,273 18,795
Non-current assets
Investment properties5 416,498 400,448
Loan receivable13 23,095 21,685
Advanced property settlement7 5,811 2,562
Deferred tax assets10.2 - 600
Derivative assets14 237 352
Other non-current assets 171 101
Total non-current assets 445,812 425,748
Total assets 452,085 444,543
Current liabilities
Trade and other payables15 1,976 3,157
Borrowings16 56,899 47,101
Derivative liabilities14 70 129
Other current liabilities 4 169
Total current liabilities 58,949 50,556
Non-current liabilities
Borrowings16 75,818 84,106
Derivative liabilities14 2,511 2,342
Deferred tax liabilities10.2 46 -
Redeemable Limited Partnership units17 79,563 76,437
Total non-current liabilities 157,938 162,885
Total liabilities 216,887 213,441
Net assets 235,198 231,102
Share capital18 164,316 161,068
Share based payment reserve20 583 829
Retained earnings 70,299 69,205
Total equity 235,198 231,102
$ $
Net Assets Value (NAV) per share
2
24.2 1.6094 1.6166
Net Tangible Assets (NTA) per share
2
24.2 1.6254 1.6346
1
Refer to note 29 for further information in relation to the restatement.
2
These are non GAAP measures. More information on these measures are provided in note 24.
These financial statements are to be read in conjunction with the accompanying notes.4
20
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of changes in equity
For the year ended 31 December 2025
Notes $'000 $'000 $'000 $'000
Balance at 1 January 2024 157,419 901 64,772 223,092
Comprehensive income
Total comprehensive income for the period (restated
1
)
- - 24,880 24,880
Total comprehensive income - - 24,880 24,880
Transactions with shareholders
Capital raised18 1,897 1,897
Performance fee issued in ordinary shares18 901 (901) - -
Performance fee payable in ordinary shares (restated
1
)
20 - 829 - 829
Dividends paid19 - - (2,041)(2,041)
Dividend reinvestment plan issues18, 19 851 - - 851
Transaction costs (Land Trust) - - (4,291)(4,291)
Adjustment on recognition of redeemable LP units - - (14,115)(14,115)
Balance at 31 December 2024 161,068 829 69,205 231,102
Comprehensive income
Total comprehensive income for the period - - 7,856 7,856
Total comprehensive income - - 7,856 7,856
Transactions with shareholders
2024 Performance fee issued in ordinary shares18 658 (658) - -
Final adjustment on 2024 performance fee20(2)(2)
2025 Performance fee payable in ordinary shares20 - 414 - 414
Dividends paid19 - - (6,762)(6,762)
Dividend reinvestment plan issues18, 19 2,590 - - 2,590
Balance at 31 December 2025 164,316 583 70,299 235,198
1
Refer to note 29 for further information in relation to the restatement.
Share capital
Retained
earnings
Total
Share based
payment
reserve
These financial statements are to be read in conjunction with the accompanying notes.5
21
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of cash flows
For the year ended 31 December 2025
(Restated)
1
20252024
Notes $'000 $'000
Cash flows from operating activities
Lease income received 20,741 19,314
Payments to suppliers (3,308) (1,167)
Management fees paid (1,515) (1,331)
Income taxes received - 7
Interest paid (6,797) (9,039)
Interest received 394 1,234
Net cash generated by operating activities28 9,515 9,018
Cash flows from investing activities
Payments for investment properties (5,832)(36,161)
Payments for advanced settlement - (2,562)
Payments for retentions (900) -
Proceeds from disposals of investment properties 559 -
Net cash used in investing activities(6,173)(38,723)
Cash flows from financing activities
Proceeds from issue of ordinary shares - 5
Payments for share buy-backs - (77)
Payment of Land Trust transaction costs - (4,292)
Payment of transaction costs on issue of ordinary shares
- (23)
Dividends paid (net of reinvestments) (4,172) (1,189)
Proceeds from borrowings 2,612 26,902
Repayment of borrowings (1,102)(29,195)
Proceeds from redeemable Limited Partnership units 1,445 53,825
Distributions paid to redeemable Limited Partnership units holder (1,727) -
Repayment of convertible loan - (11,989)
Net cash generated by financing activities(2,944) 33,967
Net increase in cash and cash equivalents 398 4,262
Cash and cash equivalents beginning of the period 5,520 1,258
Cash and cash equivalents at the end of the period11 5,918 5,520
1
Refer to note 29 for further information in relation to the restatement.
These financial statements are to be read in conjunction with the accompanying notes.6
22
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
1Reporting entity
2Material accounting policy information
2.1Statement of compliance and reporting framework
2.2
Functional and presentation currency
2.3Basis of preparation and measurement
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST) except:
•
•
2.4Basis of consolidation
•has power over the investee;
•is exposed, or has rights, to variable returns from its involvement with the investee; and
•has the ability to use its power to affect its returns.
These consolidated financial statements are for New Zealand Rural Land Company Limited (the "Company" or "Parent") and its subsidiaries (together the "Group").
The Group's principal activity is investment in New Zealand rural farmland and forestry land.
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice ("NZ GAAP"), being in accordance with New
Zealand Equivalents to International Financial Reporting Standards ("NZ IFRS") and other New Zealand accounting standards and authoritative notices that are
applicable to entities that apply NZ IFRS and International Financial Reporting Standards Accounting Standards ("IFRS Accounting Standards"). They comply with
interpretations issued by the IFRS Interpretations Committee ("IFRS IC") applicable to companies reporting under IFRS accounting standards.
The Company is listed on the NZX Main Board and is a Financial Markets Conduct (“FMC”) reporting entity under Part 7 of the Financial Markets Conduct Act 2013.
The financial statements have also been prepared in accordance with the requirements of the Companies Act 1993, the Financial Markets Conduct Act 2013 and the
Main Board/Debt Market Listing Rules of NZX Limited.
As at 31 December 2025, the Group reported negative net working capital of $52.7 million, primarily due to $56.9 million of banking facilities (Tranches C and D) that
are due to expire within twelve months of the reporting date and are therefore classified as current liabilities. Excluding these maturing facilities, the Group would
have a positive net working capital position of $4.2 million. The Directors have assessed the Group’s ability to continue as a going concern and have determined that
the financial statements are appropriately prepared on a going concern basis. For context, the negative working capital position arises from two loan tranches
(Tranches C and D) that mature in 2026. The banking syndicate has given management a high degree of confidence that these facilities will be renewed prior to their
respective maturity dates and are currently discussing tenure. The Group remained in full compliance with all banking covenants throughout the financial year
ended 31 December 2025 and no covenant breaches are expected based on current forecasts.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the Group's accounting policies.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of
control listed above.
These financial statements are presented in New Zealand dollars, which is the functional currency of all Group entities. All amounts have been rounded to the
nearest thousand ($'000), unless otherwise stated.
where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an
item of expense; or
The Company is incorporated in New Zealand and registered under the Companies Act 1993. The Company is an FMC reporting entity for the purposes of the
Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013. The Company was incorporated on 11 September 2020 and is domiciled in New Zealand.
The Company is listed on the New Zealand Stock Exchange (NZX Limited) with ordinary shares listed on the NZX Main Board. The address of the Company's
registered office is 50 Customhouse Quay, Wellington Central, Wellington, New Zealand.
These financial statements are for the financial year ended 31 December 2025. The comparative period is the financial year ended 31 December 2024.
The material accounting policies applied in the preparation of these consolidated financial statements are set out in note 2 or in the accompanying notes. These
policies have been consistently applied to all the years presented, unless otherwise stated.
for receivables and payables which are recognised inclusive of GST (the net amount of GST recoverable from or payable to the taxation authority is included
as part of receivables or payables).
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from
the date the Company gains control until the date when the Company ceases to control the subsidiary.
The financial statements have been prepared on the historical cost basis except for derivative financial instruments and investment properties which are measured
at fair value.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is
achieved when the Company:
7
23
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
2.5Changes in accounting policies and adoption of new accounting standards
2.6Financial instruments
•
•
•
•
Financial assets - Derecognition of financial assets
Financial assets - Impairment of financial assets
Financial liabilities - Amortised cost
Financial liabilities - Derecognition of financial liabilities
3
Critical accounting estimates and judgements
•
• Fair valuation of investment properties (note 5)
• Determination that land and forest should be classified and measured as investment property (note 5)
• Deferred tax on investment properties (note 10.2)
• Recognition of loan receivable (note 13)
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of
ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have
to pay.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial instruments are classified into the following specified categories: ‘fair value through profit or loss' (FVTPL), and 'at amortised cost'. The classification
depends on the business model and nature of the cash flows of the financial instrument and is determined at the time of initial recognition.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of
the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter
period, to the net carrying amount on initial recognition.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the
carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
Redeemable limited partnership units which are classified and measured at fair value through profit and loss (refer to note 17)
Borrowings and trade payables which are classified and measured at amortised cost.
The preparation of these financial statements requires management to make estimates and assumptions. These affect the amounts of reported revenue and
expense and the measurement of assets and liabilities. Actual results could differ from these estimates. The principal areas of judgement and estimation in these
financial statements are:
Financial liabilities at amortised cost (including borrowings, related party payables and trade and other payables) are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest method.
No new standards, amendments to standards or interpretations that are not yet effective have been early adopted by the Group in these Financial Statements.
In May 2024, the New Zealand Accounting Standards Board (NZ IASB) issued a new standard NZ IFRS 18 Presentation and Disclosure in Financial Statements which
replaces NZ IAS 1 Presentation of Financial Statements. NZ IFRS 18 is effective for reporting periods beginning on or after 1 January 2027. NZ IFRS 18 introduces a
defined structure for the Income Statement, requiring income and expense items to be categorised into operating, investing, financing, income taxes and
discontinued operations. Other requirements include enhanced disclosures for management-defined performance measures and additional guidance on
disaggregation/aggregation principles applied to all financial statements and notes. The Group expects to adopt NZ IFRS 18 in the annual reporting period beginning
1 January 2027.
The Group has adopted all relevant standards, amendments to standards or interpretations that are effective from 1 January 2025 during the year with no material
impact on the Group.
The material accounting policies are set out below.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
The Group’s financial instruments comprise:
Impairment of trade receivables are recorded through a loss allowance account (bad debt provision). The amount of the loss allowance is based on the simplified
Expected Credit Loss (ECL) approach which involves the Group estimating the lifetime ECL at each balance date. The lifetime ECL is calculated using a provision
matrix based on historical credit loss experience and adjusted for forward looking factors specific to the debtors and the economic environment.
Limited Partnership establishment and associated transactions (note 17)
Cash, trade receivables and loan receivable which are classified and measured at amortised cost
Derivatives assets and liabilities which are classified and measured at fair value through profit and loss, and
8
24
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
3.1
Fair value estimation
•
•
•
4
Segment information
5
Investment properties
The Group’s assets and liabilities that are measured at fair value are investment properties and derivative financial instruments. Investment property is measured
using level 3 valuation techniques as further detailed in note 5.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the
Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or
liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of
input that is significant to the fair value measurement. For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are
described as follows:
The Group operates in one business segment being New Zealand rural land.
Included in the Group's total gross finance income, excluding gains on the fair value of derivative instruments, more than 10% was received as interest income from
two significant customers. The total gross interest income derived in the year ended 31 December 2025 from these customers was $0.758 million and $1.413 million
respectively (2024: $0.692 million and $1.334 million respectively). No other single customer contributed 10% or more of the Group's total finance income (2024:
nil).
Derivative financial instruments are measured using level 2 valuation techniques, which is based on inputs other than quoted prices in an active market that are
observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This valuation technique maximises the use of
observable market data where it is available and relies as little as possible on entity specific estimates.
Investment properties are initially measured at cost and subsequently measured at fair value with any change recognised in profit or loss. Any gain or loss arising
from a change in fair value is recognised in profit or loss.
Investment property is property held either to earn rental income, for capital appreciation or for both.
Initial direct costs incurred in negotiating and arranging operating leases and lease incentives granted are added to the carrying amount of the leased asset.
Investment properties and redeemable limited partnership units are measured using level 3 inputs (refer to note 5 and note 17, respectively), which are based on
valuation techniques that include inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The carrying value of all other financial assets and liabilities held at amortised cost reasonably approximates the fair value due to the short term nature of the
financial instruments.
Included in the Group's total rental income, more than 10% was received from two significant customers, WHL Capital Limited, and Nateva Leasing No.2 Ltd
(previously New Zealand Forest Leasing (No.2) Limited). The total rental income derived in the year ended 31 December 2025 from these customers was $3.940
million and $5.268 million (2024: $3.648 million and $5.130 million respectively). No other single customer contributed 10% or more of the Group's total rental
income (2024: nil).
Level 3 inputs are unobservable inputs for the asset or liability.
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
The Group's policy is to value the properties at least every 12 months and utilise external, independent valuers, having appropriate recognised professional
qualifications and recent experience in the location and category of the property being valued.
Investment properties are classified as level 3 (inputs are unobservable for the asset or liability) under the fair value hierarchy on the basis that adjustments must be
made to observable data of similar properties to determine the fair value of an individual property. During the year there were no transfers of investment property
between levels of the fair value hierarchy (2024: No transfers of investment property between levels of fair value hierarchy).
The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing
buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without
compulsion.
Investment properties are derecognised when they have been disposed of and any gains or losses incurred on disposal are recognised in profit or loss in the year of
derecognition.
9
25
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
5
Investment properties (continued)
2025
Land area
Opening
balanceAdditions¹ReclassificationsDisposals²
Lease fee
amortisation
Capitalised
lease
incentive
3
Revaluation
(loss) / gainCarrying value
LocationHectares$'000$'000$'000$'000$'000$'000$'000$'000
Canterbury
5,524 127,944 16,560 - - (9) (176)5,882 150,201
Otago
4,039 85,800 450 - - (4)- 1,581 87,827
Southland
1,386 43,300 8 - - (9) (25)2,854 46,128
Manawatū-Whanganui
4,768 114,000 - - (555)(7)- (8,811) 104,627
Hawke's Bay
97 24,301 3 - - (1)- (1,230) 23,073
South Taranaki
686 4,112 - - - - - (359) 3,753
Rangitikei Districts
195 991 - - - - - (102) 889
Fair value
400,448 17,021 - (555) (30) (201) (185) 416,498
2024
Land area
Opening
balance
(Restated)
Additions¹Reclassifications²Disposals
Lease fee
amortisation
Capitalised
lease
incentive
3
(Restated)
Revaluation
(loss) / gainCarrying value
LocationHectares$'000$'000$'000$'000$'000$'000$'000$'000
Canterbury
5,912 133,116 51 (11,355)- (8) (177)6,317 127,944
Otago
4,03979,298
3,572
- - (4)- 2,934 85,800
Southland
1,386 44,166
58
- - (9) (26)(889) 43,300
Manawatū-Whanganui
4,76889,701
14,356
- - (6)- 9,949 114,000
Hawke's Bay
97-
18,417
- - - - 5,884 24,301
South Taranaki
686-
2,318
- - - - 1,794 4,112
Rangitikei Districts
195-
559
- - - - 432 991
Fair value
346,281 39,331 (11,355) - (27) (203) 26,421 400,448
5.1Fair value measurement, valuation techniques and inputs
2025$'000$'000$'000
31,025 276,208 307,233
2024$'000$'000$'000
29,650 251,694 281,344
•
•
Fair value of land investment properties:
1
Includes directly attributable acquisition costs and is reduced by partial disposals.
Total value
The fair value recorded for the pastoral and orchard properties was determined as follows:
Freehold valuations of each property have been established at the reporting date by external independent valuers, Crighton Anderson Property and
Infrastructure (trading as "Colliers").
2
$11.4 million of investment properties in Canterbury have been reclassified as assets held for sale (refer to note 6).
In December 2024, the Group entered into a conditional agreement with a tenant which involves the acquisition of land in exchange for transfer of property held for
sale and cash. Details on this agreement is in note 6.
1
Includes directly attributable acquisition costs.
3
Net of amortisation.
2
In January 2025, the LP sold a portion of existing farm land in Manawatū-Whanganui for $0.6 million. The settlement was completed in February 2025.
3
Net of amortisation.
Lessor's
interest
Freehold
property value
Pastoral and orchard properties:
The values adopted in these financial statements for the pastoral and orchard land are summarised as :
Fair value totals
Fair value totals
Lessor's
interest
Freehold
property value
Total value
A residuary value (lessor’s interest) has been determined by external experts, KPMG, and added to those freehold valuations. The residuary value is the net
present value of the expected surplus cashflows of the excess of the contracted lease rates over the estimated market rents. Market rent has been
estimated to grow in line with CPI forecasts. The residuary interest includes projected income from the lessees exercising their right of renewal at above
market rates for the 2nd and 3rd periods of the leases.
10
26
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
5
Investment properties (continued)
5.1Fair value measurement, valuation techniques and inputs
Key inputs used to measure fair value of pastoral assets:
20252024
CPI forecast (long-run)
2.00%2.00%
WACC post tax on excess of contract lease income over estimated market rent
7.10%7.20%
Estimated initial market rental as a percentage of freehold property value
4.40%4.40%
Expectation of lease by lessee at first right of renewal
75.00%75.00%
Expectation of lease by lessee at second right of renewal
50.00%50.00%
Key inputs used to measure fair value of orchard assets:
20252024*
CPI forecast (long-run)
2.00%
2.00%
Post-tax discount rate on excess of contracted lease over estimated market rent
8.00%
8.10%
Estimated initial market rental as a percentage of freehold property value
4.50%4.50%
Key valuation inputDescription
CPIIncreaseDecrease
Discount rateDecreaseIncrease
The values adopted in these financial statements for the forestry assets are summarised as:
LeasePost-leaseTotal
2025 $'000 $'000 $'000
Block One
58,700 9,700 68,400
Block Two
4,600 10,100 14,700
Block Three
5,800 10,100 15,900
Block Four
6,200 4,100 10,300
75,300 34,000 109,300
LeasePost-leaseTotal
2024
$'000 $'000 $'000
Block One
60,900 12,200 73,100
Block Two
5,000 12,200 17,200
Block Three
5,800 11,900 17,700
Block Four
6,100 5,000 11,100
77,800 41,300 119,100
The valuation of the forestry assets has the following key inputs used to measure fair value:
20252024
CPI forecast (long-run)2.00%2.00%
Discount rate (lease period) - Block One
7.90%8.00%
Discount rate (lease period) - Blocks Two-Four
7.10%7.20%
Discount rate (post-lease)
9.90%9.90%
NZU market price 2031
$122$173
Long term NZU price growth rate from 2031
2.10%2.00%
NZU market price 2039*
$145$199
NZU market price 2040*
$148$203
NZU market price 2043*
$157$215
NZU market price 2046*
$167$229
The total value of the Company's forestry assets is $109.3 million. Of this, approximately $75.3 million (69%) is based on contracted lease cashflows and $34 million
(31%) relates to the forests value post lease (i.e. residual value). The risk profile of each of these periods differs. The leased period value comprises significantly of
CPI-linked contracted cashflows whereas the post-lease value is solely cashflows from carbon generation. The key inputs, assumptions, and uncertainties impacting
each of these periods are presented further within this note.
The tenants of both sites have leased the land to derive income from either carbon or timber. It is assumed based on the current pricing and outlook that carbon will
be the most likely income source; therefore, the forestry assets have been valued on this basis, as permanent carbon forests being their highest and best use.
The fair value loss recognised in relation to forestry assets was $9.3 million (2024: gain of $12.2 million).
The valuation of the forestry assets has been assessed utilising the income approach for the Group's interest as a lessor and discounted post-lease cashflows. The
value of the lease period is based on the contractual lease amounts. The value of the post lease period is based on estimated carbon production and carbon unit
pricing.
The expected inflation increase applied to the lease income. Used in the income approach.
The rate applied to discount future cashflows, it reflects transactional evidence from similar
types of property assets. Used in the income approach.
Market rental assessmentThe valuer's assessment of the annual net market income per hectare attributable to the
property. Used in the income approach.
DecreaseIncrease*
*The Group purchased their first orchard during the year ended 31 December 2024.
*A decrease in market rental assessment may result in an increase in the lessor interest value, assuming the fee simple value of the property remains stable.
*Represents NZU market price at different end dates of leases. NZU pricing has been forecast and the mid-point is adopted for these purposes.
Forestry assets:
Two forestry assets were acquired during the period ended 31 December 2024. The first asset was acquired as bare land with planting completed 2024, and is
leased to a third party until 2040. The second acquisition is an established forestry asset with areas still to be planted, leased to a third party with expiry in 2046. The
tenants are responsible for planting costs during the leased period.
Measurement sensitivity
Increase in
input
Decrease in
input
11
27
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
5
Investment properties (continued)
5.1Fair value measurement, valuation techniques and inputs (continued)
Key valuation inputDescription
CPIIncreaseDecrease
Discount rateDecreaseIncrease
IncreaseDecrease
The two key subjective inputs into the valuation are:
1.Discount rates
2.Forecasted NZU prices
Down 1% Down 0.5% Unchanged Up 0.5% Up 1%
$'000 $'000 $'000 $'000 $'000
Fair value 114,900 112,100 109,300 106,600 104,200
Variance ($'000) 5,600 2,800 -(2,700)(5,100)
Variance (%)5.1% 2.6% 0.0% (2.5%)(4.7%)
Down 1% Down 0.5% Unchanged Up 0.5% Up 1%
$'000 $'000 $'000 $'000 $'000
Fair value 118,300 113,500 109,300 105,600 102,300
Variance ($'000) 9,000 4,200 -(3,700)(7,000)
Variance (%)8.2% 3.8% 0.0% (3.4%)(6.4%)
Down 1% Down 0.5% Unchanged Up 0.5% Up 1%
$'000 $'000 $'000 $'000 $'000
Fair value 124,100 116,300 109,300 103,000 97,200
Variance ($'000) 14,800 7,000 -(6,300)(12,100)
Variance (%)13.5% 6.4% 0.0% (5.8%)(11.1%)
2025
Low Mid High
Estimates for 2031$50$122$193
2024
Low Mid High
Estimates for 2031$84$173$263
The current value is also driven by the estimated carbon sequestration over the life of the forests. The number of NZUs yielded vary by property and depend on
factors including land class, location and soil type. The NZUs yielded by property are determined based on a combination of government published field
measurement approach (FMA) tables and forestry consultant advice and forest manager expertise.
Measurement sensitivity
The expected inflation increase applied to the lease income. Used in the income approach.
The rate applied to discount future cashflows, it reflects transactional evidence from similar
types of property assets. Used in the income approach.
Forecast NZU prices
Increase in
input
The price achieved when selling NZU when generated in the future. Used in the income
approach.
Management adopted the middle of the assessed valuation range, representing the application of mid scenario NZU price path. This is consistent with the valuer's
recommendation based on the assessed likelihood of international linkage.
From 2031, the price is increased annually by the estimated NZ long-term inflation rate of 2% per annum (2024: 2%).
Each price path starts from the December monthly average of $40 (2024: $61.5).
The low price path utilises a combination of the forward market price and costs to carry to reach the 2031 carbon price.
The mid price path is modelled as the midpoint between the high and low price path.
The high price path NZU price linearly tracks towards the high international floor price in 2031 as market expectations align with anticipated international linkages in
2031. It is assumed that, in this period, international units will be able to be used in the NZ emissions trading scheme. The high international floor equivalent to the
average of the Canadian and Netherlands floor prices in 2031 utilises a combination of the forward market price and costs to carry to reach the 2031 carbon price.
Thereafter growing at the long term NZU price growth rate.
Lease Period Discount Rate Sensitivity
Post Lease Discount Rate Sensitivity
Lease Period and Post Lease Discount Rate Sensitivity
As part of the forestry assets valuation, the Group's independent third party expert (KPMG) estimated the expected future price path of NZU’s. They provided three
scenarios and estimated prices as follows:
Decrease in
input
The discount rates have been determined by utilising the Capital Asset Pricing Model (CAPM) to determine WACC for this type of asset by external, independent,
experts (KPMG). The valuation sensitivities due to changes in the discount rate are shown below:
12
28
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
5
Investment properties (continued)
5.1Fair value measurement, valuation techniques and inputs (continued)
Revised
ValuationImpact
$'000 $'000
Low price path
73,900 (35,400)
High price path 137,700 28,400
Low Mid High
$'000 $'000 $'000
Lease period valuation 59,900 75,300 83,600
Variance ($'000) (15,400) - 8,200
Variance (%)(20.5%)0.0% 10.9%
Low Mid High
$'000 $'000 $'000
Post lease period valuation 13,900 34,000 54,100
Variance ($'000) (20,100) - 20,100
Variance (%)(59.1%)0.0% 59.1%
6
20252024
$'000$'000
Rural land properties held for sale
- 11,355
- 11,355
•
•
•
•
•
The remaining settlement was funded 75% by the Company and 25% contributions from Land Trust.
In December 2024, the Group entered into a conditional agreement with a tenant which involved the acquisition of land in exchange for transfer of property held for
sale and cash. This agreement was settled in March 2025 as follows:
The Group acquired farm land in Canterbury valued at $15.5 million. The farm land was approximately 304 hectares and will be leased to Spreadeagle
Dairies Limited for 14 years, generating $0.9 million of income in year one of the lease agreement.
As part of the settlement, the LP have sold farm land of approximately 570 hectares valued at $10.9 million. This farm land was classified as assets held for
sale revalued to $11.4 million in the consolidated financial statements for the year ended 31 December 2024.
A call option was granted by the Group to a related tenant such that it can purchase the land of the transferred leases for approximately their current value
(as of 31 December 2025). The option can be exercised on or before May 2027. This call option relates to properties that have an accumulated value of $63
million (investment properties). Management do not believe that it is highly probable that the call option will be exercised within the next 12 months and
therefore have not treated the properties as held for sale.
Assets held for sale
The forecasting of future NZU prices is inherently uncertain. Factors that contribute to the uncertainty include changes in government policy (including the timing of
achieving international linkages, if any) and market supply and demand. During 2025, NZU experienced volatility in their prices, and the range of potential future
outcomes is significant.
The Group has committed to capital projects of $1.4 million on land leased to the related tenant. The completion of these projects will result in a
corresponding uplift in the lease payments.
Lease Period Price Path Sensitivity
In the lease period, there is the only one property that has sensitivity to NZU pricing. The Group receives guaranteed minimum lease cash flows from this property
but also has the opportunity to realise additional upside from NZU price appreciation. The Group's receipts do not decrease if the NZU price falls.
The NZU pricing impacts both the contractual lease receipts during the lease period and the post-lease sales of NZU. The sensitivities for each of these periods
separately are shown below:
Post Lease Period Price Path Sensitivity
The valuation of the forestry assets is highly sensitive to changes in the estimated future prices. The valuation of $109.3 million at 31 December 2025 would be
impacted as follows if different price path assumptions had been applied:
13
29
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
7
(Restated)
20252024
$'000$'000
Advanced property settlement
5,811 2,562
5,811 2,562
8Rental income
20252024
$'000$'000
Gross lease receipts
22,548 20,285
Straight line rental adjustments
(22)(22)
Revenue received in advance adjustments
(74)(218)
Amortisation of capitalised lease incentives
(176)(176)
Rental income
22,276 19,869
8.1Lessor contractual operating lease income
20252024
Future minimum rental receivables under non-cancellable operating leases are as follows:
$'000$'000
Within 1 year
22,825 34,044
After 1 year but not more than 5 years
91,300 136,177
More than 5 years
185,843 112,322
Total property operating lease income
299,968 282,543
9Finance income and expense
20252024
$'000$'000
Finance income
Interest income
2,181 2,550
Finance expense
Interest expense
(7,373)(8,810)
Loss on fair value of derivative instruments
(241)(1,998)
Net finance expense(5,433)(8,258)
Finance expense includes interest expense incurred on borrowings and any loss on fair value of derivative instruments. Interest expense is recognised using the
effective interest method.
During the year ended 31 December 2024, the Group agreed to purchase two orchard properties in Otago from the same vendor. The purchase of the first property
was completed during that financial year and was recognised as investment property and leased back to the vendor. A deposit of $2.6 million was also paid on the
second property (and recognised as advanced property settlement) while certain actions were undertaken that would allow the Group to complete the purchase of
that property.
During the period ended 31 December 2025, the Group agreed with the lessee that rental receivable of $3.2 million from the lease on the first property could be
used as partial satisfaction of the purchase on the second property. This has been included in advanced property settlement.
The purchase is expected to settle in March 2026.
The commitments above are calculated based on the contract rates using the term certain expiry dates of lease contracts. Actual rental amounts in future may differ
due to CPI adjustments within the lease agreements.
Advanced property settlement
Finance income includes interest income derived from financial assets and any gain on fair value of derivative instruments. Interest income from a financial asset is
recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on
a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Rental income from investment properties leased to clients under operating leases is recognised in the consolidated statement of comprehensive income on a
straight-line basis over the term of the lease, taking into account rent free periods. Where lease incentives are provided to customers, the cost of incentives are
recognised over the lease term on a straight-line basis as a reduction to rental income.
The Group has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between 10 and 20 years.
14
30
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
10Income taxes
10.1Income tax recognised in statement of comprehensive income
(Restated)
20252024
$'000$'000
Current tax expense
- -
Deferred tax expense
646 931
Income tax expense646 931
Reconciliation of income tax expense to prima facie tax payable:
Profit before tax
8,502 25,811
Income tax expense calculated at 28% (2024: 28%)
2,381 7,227
Effect of expenses that are not deductible in determining taxable profit
957 96
Effect of income that is not assessable in determining taxable profit
100 (5,057)
Tax depreciation
(1,022)(1,007)
Gain on sale of fixed assets
15 -
Portion of taxable profits attributable to the Land Trust
(716)(328)
Prior period adjustment
(1,069)-
Income tax expense646 931
10.2Deferred tax assets
2025
$'000 $'000 $'000 $'000
Lease fees / Lease incentives
(391)- 81 (310)
Tax losses
1,000 - (716) 284
Carbon credits
(5) - (15) (20)
Disposal of assets
(4) - 4 -
Other
- - - -
Total deferred tax asset / (liability)
600 - (646)(46)
(Restated) (Restated)
2024
$'000 $'000 $'000
Lease fees / Lease incentives
(544)
133
20 (391)
Tax losses
1,941 - (941) 1,000
Carbon credits
- - (5) (5)
Disposal of assets
- - (4) (4)
Other
1 - (1)-
Total deferred tax asset / (liability)
1,398 133 (931)600
Key Judgement
Income tax expense represents the sum of the tax currently payable and deferred tax.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of
the reporting period, to recover or settle the carrying amount of its assets and liabilities.
The Group has chosen not to rebut the presumption in NZ IAS 12 Income taxes that the carrying value of investment properties will be recovered through sale.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be recovered.
Closing
balance
Opening
balance
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on
tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The Group considers that any future gain on sale of investment properties will not be assessable for income tax purposes as the sale of a capital asset.
Recognised in
profit or loss
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated statement of
comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The
Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
It is assumed that the tax book value of tax depreciable assets reflects their market values. This assumes there would be no depreciation recovered if disposed of for
market value.
Opening
balance
Recognised in
equity
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are
generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible
temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other
than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax
liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Recognised in
profit or loss
Closing
balance
Recognised in
equity
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity,
in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
15
31
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
11Cash and cash equivalents
20252024
$'000$'000
Cash at bank
2,978 5,520
Cash held in Trust
2,940 -
Total cash and cash equivalents5,918 5,520
12Trade and other receivables
Trade receivables are non-derivative financial assets and measured at amortised cost less impairment.
20252024
$'000$'000
Trade receivables
119 1,127
Prepayments
171 642
Other receivables
8 -
Total trade and other receivables
298 1,769
Expected credit losses for the year ended 31 December 2025 are nil (2024: Nil).
13Loan receivable
20252024
$'000$'000
Non-current:
McNaughtons home block
8,388 7,632
Makikihi Farm
14,707 14,053
Total loan receivable
23,095 21,685
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short‑term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
On 2 August 2021, the Group acquired land at a North Canterbury Dairy Farm (Makikihi Farm) for $12 million and simultaneously entered into a lease and a put and
call agreement with Makikihi Robotic Dairy Limited (MRDL), a related entity to the vendor. Under the call agreement, MRDL can acquire the land on 31 May in any
year (providing a minimum 90 days notice has been provided) from the Group for 12 million plus 4.66% interest compounding annually. Under the put agreement,
from 1 August 2023 the Group can require MRDL to acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and
call option has a 99 year life. The Group also receives 5.34% interest payments in cash which is not compounded annually.
The Group has determined that, in substance, it does not control the underlying property but instead holds a contractual right to receive cash. Accordingly, these
arrangements are accounted for as loans and bear market interest at a rate of 10% per annum (2024: 10%).
The loan receivable balances have been considered and determined no impairment is required at reporting date.
The loans are secured by a General Security Deed and cross guarantee from certain Van Leeuwen Group entities.
Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of
financial position as follows:
On 1 June 2021, the Group acquired land at 30 Cooneys Road, Morven (McNaughtons home block) for $5.4 million and simultaneously entered into a lease and a
put and call agreement with Performance Dairy Limited (PDL), a related entity to the vendor. Under the call agreement, PDL can acquire the land on 31 May in any
year (providing a minimum 90 days notice has been provided) from the Group for $5.4 million plus 10% interest compounding annually. Under the put agreement,
from 1 June 2023 the Group can require PDL to acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and call
option has a 99 year life.
Key Judgement
16
32
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
14Derivatives
20252024
$'000$'000
Derivative assets
Current:
Net settled milk price forwards
- 151
Interest rate swaps
57 -
Non-current:
Interest rate swaps
237 352
Total derivative assets
294 503
Derivative liabilities
Current:
Net settled milk price forwards
- 108
Interest rate swaps
70 21
Non-current:
Interest rate swaps
2,511 2,342
Total derivative liabilities
2,581 2,471
15Trade and other payables
20252024
$'000$'000
Trade payables and accruals
636 961
Revenue in advance
585 511
GST payable
254 287
Retention payable
1
365 1,265
Related party payables
136 133
Total trade and other payables
1,976 3,157
The value of interest rate swaps is derived from the mark-to-market valuation provided by a third party. The value of net settled milk price forwards has been
determined by management using the market prices of the value of the underlying futures contract.
Classification of interest rate swaps as current or non-current on the face of the consolidated statement of financial position is based on the final contractual
settlement date.
1
The Retention payable relates to orchard land acquired in February 2024 and is contingent on the vendor completing specific post settlement requirements. $0.9
million was paid to the vendor during the year and the company believes the remaining requirements will be met and the remaining retention balance will be paid.
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured
and are usually paid within 30 days from recognition. Trade payables are recognised initially at fair value and subsequently measured at amortised cost.
Derivative financial instruments are comprised of interest rate swaps and net settled milk price forwards. They are initially classified and subsequently measured as
fair value through profit or loss ("FVTPL"). Interest is imputed in the interest rate swap and reflected in finance income and expense.
17
33
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
16Borrowings
The terms of the borrowings includes the following covenants that the Group must ensure at all times:
•
•
•
Movement of borrowings
20252024
$'000$'000
Balance as at 1 January
131,207 133,500
Amounts drawn during the year
2,612
26,902
Principal repayments
(1,102) (29,195)
Balance as at 31 December 132,717 131,207
20252024
$'000$'000
Current borrowings:
Rabobank facility
38,613 31,761
Bank of China facility
18,286 15,340
56,899 47,101
Non-current borrowings:
Rabobank facility
51,445 57,272
Bank of China facility
24,373 26,834
75,818 84,106
132,717 131,207
Total borrowings
Expiry dateTotal
Undrawn
facilityDrawn amount
2025
$'000$'000$'000
Bank facility A
1 Jun 2028 46,000 - 46,000
Bank facility B
20 Dec 2027 36,000 6,181 29,819
Bank facility C
1 Jun 2026 29,500 - 29,500
Bank facility D
14 Apr 2026 27,398 - 27,398
138,898 6,181 132,717
Expiry dateTotal
Undrawn
facilityDrawn amount
2024
$'000$'000$'000
Bank facility A
1 Jun 2025 46,000 - 46,000
Bank facility B
20 Dec 2027 36,000 8,793 27,207
Bank facility C
1 Jun 2026 29,500 - 29,500
Bank facility D
14 Apr 2026 28,500 - 28,500
140,000 8,793 131,207
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of comprehensive income over the period of the
borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.
There is a general security deed over all of the assets of the Group as security of the borrowings.
The effective interest rate on borrowings ranges from 4.00% to 5.51% (2024: 5.82% to 6.55%).
The Group has a syndicated loan facility agreement with Coöperatieve RaboBank U.A. New Zealand Branch ("Rabobank") and Bank of China (New Zealand) Limited
("Bank of China"). The facility agreement has a current limit of $138,898,000 with floating interest rates ranging over the four bank facilities. Interest is payable
quarterly in arrears. Bank facility A was due to expire on the 1 June 2025 but has been extended to 1 June 2028 on the same terms. During the period, the Group
made a partial principal repayment of bank facility D.
Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.
Loan to valuation ratio does not exceed 40%; and
Interest coverage ratio is greater than 2.0;
18
34
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
17
Limited Partnership establishment and reconciliation of redeemable limited partnership units
(Restated)
20252024
$'000$'000
Balance as at 1 Jan 2025
76,437 -
Initial recognition of financial liability at fair value
- 58,442
Distribution to Land Trust
(2,313) (1,275)
Further contributions received from Land Trust
2,031 10,906
Revaluation movement
3,408 8,364
Balance as at 31 Dec 2025
79,563 76,437
18Share capital
18.1 Ordinary shares
Authorised and issued
Balance at 1 January 2024
157,419139,295,000
Issue of shares for apple orchard acquisition
2,0382,215,190
(77)(88,084)
Dividend reinvestment
851967,556
Performance fee issued in ordinary shares
901 564,139
Transaction costs arising on issue of shares
(23)-
Other
(41)-
Balance at 31 December 2024161,068 142,953,801
Dividend reinvestment
2,590 2,772,953
Performance fee issued in ordinary shares
658 411,772
Balance at 31 December 2025164,316 146,138,526
No. of
ordinary
shares
Share buy-back
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are
recognised at the proceeds received, net of direct issue costs.
The December 2024 performance fee was settled with 411,772 shares being issued in March 2025 at an equivalent of $1.598 per share (internal NAV measurement).
The Group has classified Land Trust's interest in the LP as a financial liability, reflecting the substantive redemption features attached to the units. Under the
partnership agreement, Land Trust holds an option which is exercisable in February 2030, to offer to sell its units in the LP to the Company. If there has been a
significant financial deterioration in the LP then that option can be exercised 2 years earlier.
The redeemable limited partnership units liability are classified and measured at fair value through profit and loss. The Group has initially and subsequently
measured the liability based on fair value at the reporting date. The fair value is determined as 25% of the limited partnership Net Asset Value. Accordingly any
changes in the LP's net asset value results in a corresponding change to the value of redeemable LP units. Movements in the value of liability are reported in other
income in the statement of comprehensive income as movement in redeemable LP units.
In January 2024, the Company entered into an agreement to sell a 25% stake in its rural land portfolio to a group of investors in a Land Trust ("Land Trust") for $44.2
million. The investment was mechanised through the establishment of a limited partnership, the New Zealand Rural Land Investments Limited Partnership (the
“LP”).
The portfolio of rural land assets and associated debt was transferred to the LP prior to Land Trust's investment. The Company's investment mandate continues in
the LP with the same active strategy and manager (New Zealand Rural Land Management Limited Partnership).
The Company holds 75% of the partnership units and economic interest with Land Trust holding the other 25%. The LP is directed by New Zealand Rural Land
Investment GP Limited (the “GP”) with the Company and the Land Trust holding shares in the GP at the same proportion as their LP units. The Company’s directors
represent the majority of the GP (75%) and can unilaterally direct disposals and subsequent acquisitions of properties for land individually up to $5 million.
Furthermore, the Company has the ability to make some changes to lease agreements. The Company has concluded this provides it with sufficient control to direct
the relevant activities of the LP and accordingly has concluded that it controls and will consolidate the LP.
All shares have equal voting rights, participate equally in any dividend distribution or any surplus on the winding up of the Company. The shares have no par value.
The financial results of the LP for the year ended 31 December 2025 and position at 31 December 2025 have been consolidated into the Group. The redeemable LP
units also includes $1.444 million received in advance for future property purchases.
The GP shareholder agreement requires profits (based on Adjusted Funds from Operations (AFFO)) to be distributed to the LP unit holders. Accordingly, Land Trust's
share of the profits has been allocated to the redeemable units liability which is subsequently reduced as and when distributions are made.
Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale,
issue or cancellation of the Group's own equity instruments.
$'000
During the period, a total distribution of $2.313 million was declared and paid from the LP to the Land Trust.
19
35
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
18.2 Warrants
19Dividends
20Share based payment reserve
(Restated)
20252024
$'000$'000
Opening Balance
829 901
Performance fee issued in ordinary shares
(658)(901)
Final adjustment on 2024 performance fee
(2)-
2025 Performance fee payable in ordinary shares
414 829
Balance at end of the period583 829
21Remuneration of auditors
20252024
Assurance and other services
$'000$'000
Audit of financial statements
PricewaterhouseCoopers New Zealand
175 -
William Buck Audit (NZ) Limited - additional for prior year
17
William Buck Audit (NZ) Limited
- 115
192 115
22Related parties
22.1Remuneration of the Manager
• Providing administrative and general services;
• Sourcing and securing potential investors and communicating with investors;
• Sourcing opportunities for the sale and purchase of land, and operators for lease agreements in respect of land;
• Overseeing due diligence for and executing transactions for the sale and purchase, and leasing, of land;
• Managing the Group’s property, including land owned by the Group;
• Arranging regular valuations and audits of the Group; and
• Administering the payment of dividends and distributions in respect of the Group.
The Manager is remunerated via management fees, transaction fees and performance fees.
The Group has appointed an external manager, New Zealand Rural Land Management Limited Partnership through a signed management agreement. The Manager
is responsible for all management functions of the Group, including:
In March 2023, the Company issued 1 share warrant for every 3 shares subscribed under a rights issue to existing shareholders. Each warrant allows the holder to
purchase one ordinary share at an exercise price of $1.20. The warrants were initially due to expire on 30 November 2025 but were extended in June 2025 until 30
November 2027. There were 8,000,156 warrants initially recognised and 3,929 have subsequently been exercised. At 31 December 2025, there were 7,996,227
warrants outstanding (2024: 7,996,227).
The Company valued the warrants issued in the range of 10 to 13 cents and adopted the mid point of 11.5 cents for financial reporting purposes which equates to
$0.920 million. This amount was effectively recognised within share capital as part of the total proceeds including the rights issue completed at the same time. Share
capital is increased by the exercise price received on warrants at the point in time they are exercised. At 31 December 2025, $452 had been recognised in share
capital in relation to exercised warrants (2024: $452).
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
The share based payment reserve relates to the Manager's performance fee that is settled through the issue of shares. More details on performance fees are
provided in note 22.1.
The Parent operates a dividend reinvestment plan under which holders of ordinary shares can elect to have all or part of their dividend entitlements satisfied by the
issue of new ordinary shares rather than by being paid in cash. Shares were issued under the plan at a strike price of 89 cents in April 2025 and $1.00 in October
2025, with no discount to the market price at the time of the dividend. Under this reinvestment plan, 1,659,151 shares were issued for a total value of $1,476,649 in
April 2025, and 1,113,802 for $1,113,805 in October 2025. This reduced the overall cash paid for dividends to $4.173 million.
During the period, dividends totalling $6.762 million were declared (2024: $2.041 million). An ordinary dividend of 2.5 cents per share with no supplementary
dividend was issued by the Parent in April 2025, and another ordinary dividend of 2.16 cents per share was issued in October 2025. No imputation credits were
attached to the dividend.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where
that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity
obtains the goods or the counterparty renders the service.
The following fees were paid or payable for services provided by PricewaterhouseCoopers New Zealand as the auditor of the Group and for services provided by
William Buck Audit (NZ) Limited as the former auditor of the Group:
20
36
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
22.1Remuneration of the Manager (continued)
Fees paid and owing to the Manager:
$'000$'000$'000$'000
Base management services fee
1,416 118 1,407 116
Transaction fees relating to disposal
102 - 1,242 -
Transactions fees capitalised
145 - - -
Leasing fees
30 - 150 -
Performance fee
412 583 829 829
Other
10 - 7 -
Total 2,115 701 3,635 945
Management fee
Transaction fee
•
•
Performance fee
22.2Key management personnel compensation
23Subsidiaries
The following subsidiaries have been consolidated in the financial statements of the Group:
20252024
Name of entity
Equity
holding
Equity
holding
NZRLC Dairy Holdings Limited
100%100%
SSP NI Limited
100%100%
New Zealand Rural Land Investments Limited Partnership
75%75%
New Zealand Rural Land Investments GP Limited
75%75%
In addition to remuneration of the Manager outlined above, the Group paid directors fees during the period of $0.222 million (2024: $0.227 million) in cash. There
was no other compensation of key management personnel during the period.
Country incorporated
New Zealand
New Zealand
New Zealand
New Zealand
Activities
Rural land investment
Rural land investment
Rural land investment
General partner
The consolidated financial statements incorporate the assets, liabilities and results of the subsidiaries in accordance with the accounting policy described in note 2.4.
A performance fee is payable to the Manager when the Group's net asset value ('NAV') per share exceeds the Group's NAV per share in the immediately preceding
financial year. This annual performance fee is calculated as 10% of the increase in NAV per share and is settled through the issue of ordinary shares based on the
NAV per share at that date. NAV per share is adjusted for the impact of capital reconstructions (such as a rights issue at a premium or discount), with the intention
of the calculation being neither prejudicial nor advantageous to the Company or the Manager. Half of the ordinary shares issued are held in escrow and cannot be
sold for 5 years. The value of the performance fee in the year ended 31 December 2025 was $0.412 million (2024: $0.829 million). The shares will be issued to the
Manager subsequent to balance date.
A fee is payable for the following transactions:
Owing at
31 Dec
Fees chargedFees charged
Owing at
31 Dec
(Restated)
2024
2025
Transaction fees incurred on acquisition are included in the initial carrying amount of the investment property. Transaction fees incurred on disposal are recognised
in profit or loss as part of management fees. The leasing fee has been added to the carrying value of the leased asset (being investment properties) as part of the
initial direct costs of arranging the lease.
As at 31 December 2025, $133,460 (GST inclusive) is owed to the Manager and this is included in trade and other payables (refer to note 15).
A monthly management fee is payable equal to 0.5% per annum of the Group's Net Asset Value, calculated on a monthly basis. The total management fees for the
period ended 31 December 2025 were $1.416 million (2024: $1.407 million).
For each lease agreement entered into, a fee of $30,000; and
For each purchase or sale of land, a fee equal to 1.25% of the acquisition or divestment cost of the land and improvements;
21
37
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
24Non-GAAP measures
24.1Reconciliation of net profit after tax to adjusted funds from operations (AFFO)
(Restated)
20252024
Notes
$'000$'000
Net profit after tax
7,856 24,880
Adjustments
Unrealised net gain in value of investment properties5
185 (26,421)
17
3,408 8,364
Performance fee payable in shares20
414 829
Unrealised net loss on derivatives9
241 1,998
Deferred tax expense / (benefit)10.2
646 931
Amortisation of capitalised lease incentives8
176 176
Amortisation of lease fee and amendment
26 34
Disposal of surplus assets
- (21)
Loan interest rolled into new syndication facility
- 234
Initial recognition and unrealised net gain on carbon credits
(70) (26)
Capitalised interest loan receivable
(1,412) (1,316)
Funds from operations ('FFO')
11,470 9,662
3,196 2,367
8,274 7,295
Company FFO per share (cents)
5.66 5.10
Adjustments
Incentives and leasing costs
24 23
Future maintenance capital expenditure¹
(480)(336)
Adjusted funds from operations ('AFFO')
11,014 9,349
3,082 2,288
7,932 7,060
Company AFFO per share (cents)
5.43 4.94
24.2Net assets per share and net tangible assets per share
(Restated)
20252024
Notes
$'000$'000
Total assets
452,085 444,543
(Less): Total liabilities
(216,887) (213,441)
Net assets
235,198 231,102
Add: Deferred tax liability
10.246 -
(Less): Deferred tax assets
10.2 - 600
Add: Derivative liabilities
14 2,581 2,471
(Less): Derivative assets
14 (294) (503)
Net tangible assets
237,531 233,670
Number of shares issued ('000)
146,139 142,954
Net assets per share ($)
1.6094 1.6166
Net tangible assets per share ($)
1.6254 1.6346
Funds from operations ('FFO') is a non-GAAP financial measure that shows the Group's underlying and recurring earnings from its operations and is considered
industry best practice for a property fund to enable investors to see the cash generating ability of the business. This is determined by adjusting statutory net profit
(under NZ IFRS) for certain non-cash and other items. FFO has been determined based on guidelines established by the Property Council of Australia and is intended
as a supplementary measure of operating performance. The Manager uses and considers Adjusted Funds From Operations ('AFFO') as a measure of operating cash
flow generated from the business, after providing for all operating capital requirements including maintenance capital expenditure, tenant improvement works,
incentives and leasing costs.
Unrealised movement in redeemable limited partnership units
¹ Represents amounts set aside each financial period for future expected maintenance capital expenditure as considered prudent by the Manager. These amounts
do not qualify for recognition as liabilities on the balance sheet under NZ GAAP.
FFO attributable to the Land Trust (dollars)
AFFO attributable to the Company (dollars)
AFFO attributable to the Land Trust (dollars)
Non-GAAP measures do not have a standard meaning prescribed by GAAP and therefore may not be comparable to information presented by other entities. These
measures should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS.
FFO attributable to the Company (dollars)
The Group presents net assets per share and net tangible assets per share in these financial statements. The Group believes that these non-GAAP measures provide
useful additional information to readers. Net tangible assets per share is a required disclosure under the NZX Listing Rules and net assets per share is a measure
monitored by management and required for calculating the Manager's performance fee. The calculation of the Group's net assets per share, net tangible assets per
share, and its reconciliation to the consolidated statement of financial position is presented below:
22
38
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
25Financial instruments
Categories of financial instruments:
2025
Assets
$'000 $'000 $'000 $'000
Cash and cash equivalents
- 2,978 - 2,978
Trade and other receivables
- 119 - 119
Loan receivable
- 23,095 - 23,095
Derivative assets
294 - - 294
294 26,192 - 26,486
Liabilities
Trade and other payables
- - 1,137 1,137
Borrowings
- - 132,717 132,717
Redeemable Limited Partnership units
79,563 - - 79,563
Derivative liabilities
2,581 - - 2,581
82,144 - 133,854 215,998
2024
Assets
$'000 $'000 $'000 $'000
Cash and cash equivalents
- 5,520 - 5,520
Trade and other receivables
- 1,127 - 1,127
Loan receivable
- 21,685 - 21,685
Derivative assets
503 - - 503
503 28,332 - 28,835
Liabilities
Trade and other payables
- - 2,359 2,359
Borrowings
- - 131,207 131,207
Redeemable Limited Partnership units
76,437 - - 76,437
Derivative liabilities
2,471 - - 2,471
78,908 - 133,566 212,474
26Financial risk management
26.1Interest rate risk
20252024
$'000$'000
Financial assets
Cash at bank
2,978 5,520
Cash held in Trust
2,940 -
Financial liabilities
Bank borrowings (net of economic impact of interest rate swaps)
5,218 45,707
Interest rate applicable at balance date
Cash at bank
<1%<1%
Bank borrowings (net of economic impact of interest rate swaps)
4.34%6.23%
Total
(Restated)
Financial
assets/
liabilities at
FVTPL
Financial
liabilities at
amortised cost
Financial
assets/
liabilities at
FVTPL
Financial
assets at
amortised cost
Interest rate risk is the risk that fluctuations in interest rates impact the Group's financial performance, future cash flows or the fair value of its financial instruments.
The Group's policy is to manage its interest rates using a mix of fixed and variable rate debt. To manage this mix, the Group enters into interest rate swaps, in which
the Group agrees to exchange, at specified intervals, the difference between fixed and variable rates for interest calculated by reference to an agreed-upon notional
principal amount. These swaps are designed to economically hedge underlying debt obligations.
The Group's exposure to variable interest rate risk and the weighted average interest rate for interest bearing financial assets and liabilities as at 31 December 2025
was as follows:
Financial
assets at
amortised cost
(Restated)
Total
Financial
liabilities at
amortised cost
23
39
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
26.1Interest rate risk (continued)
Interest rate
decrease of 2%
Interest rate
increase of 2%
Interest rate
decrease of 2%
Interest rate
increase of 2%
$'000$'000$'000$'000
Increase / (decrease) in interest expense
(104)104 (914)914
26.2Credit risk
26.3Liquidity risk
The following table outlines the Groups' liquidity profile, as at 31 December 2025, based on contractual non-discounted cash flows:
Total0-1 year1-2 years2-5 years>5 years
2025
$'000$'000$'000$'000$'000
Trade and other payables
1,976 1,976 - - -
Derivative liabilities
2
8,568 3,531 3,284 1,753 -
Borrowings ¹
147,113 61,050 39,239 46,824 -
Redeemable limited partnership units
79,563 - - - 79,563
Total237,220 66,557 42,523 48,577 79,563
(Restated)(Restated)
Total0-1 year1-2 years2-5 years>5 years
2024
$'000$'000$'000$'000$'000
Trade and other payables
3,157 3,157 - - -
Derivative liabilities
2
1,350 (327)784 893 -
Borrowings
1
142,114 53,432 59,823 28,859 -
Redeemable limited partnership units
76,437 - - - 76,437
Total223,058 56,262 60,607 29,752 76,437
26.4Capital risk management
The following sensitivity analysis represents the change in interest expense if the floating interest rates on bank borrowings (net of economic impact from interest
rate swaps) had been 2% higher or lower, with other variables remaining constant:
20252024
When managing capital risk, the Manager's objective is to ensure the Group continues as a going concern as well as to maintain optimal returns to shareholders and
benefits for other creditors.
The Group meets its objectives for managing capital through its investment decisions on the acquisition and disposal of assets, dividend policy, and issuance of new
shares. This includes restricting debt to 40% of total assets and debt will generally be sought on interest-only repayment terms, subject to maintaining the 40% debt
limit. The Group will also seek debt with mortgage security over the rural land acquired to secure the borrowings.
¹ Includes contractual interest payments based on drawn down amounts at reporting date and assuming no repayments of principal prior to expiry date.
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to incur a financial loss.
Financial instruments which are subject to credit risk principally consist of cash, debtors and loans receivable. The Group’s exposure to credit risk is equal to the
carrying value of the financial instruments.
The Group conducts credit assessments of tenants to determine credit worthiness prior to entering into lease agreements. This includes requiring tenants to have
equity at least six times their annual lease obligations or provide other suitable security arrangements. Where appropriate, the Group will include guarantees and/or
security from tenants within lease agreements to support rental payments. In addition, debtor balances are monitored on an ongoing basis with the result that
exposure to bad debts is not significant.
The risk from financial institutions is managed by placing cash and cash equivalents with high credit quality financial institutions only. The Group has placed its cash
and cash equivalents with Westpac New Zealand Limited, who is AA- rated (Standard & Poor's).
The Group intends to further mitigate this risk in the future by expanding into other primary sectors in New Zealand, such as horticulture, viticulture, sheep and
beef.
At 31 December 2025, the Group temporarily held $2,940,323 in a trust account at its solicitor which is subject to the standard protections under New Zealand law
for Lawyers Trust account.
2
Valuation of interest rate swaps is based on the futures market and therefore the current market's expectation of those cash flows.
Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations associated with its financial liabilities that are settled by delivering cash or
another financial asset. Liquidity risk mainly arises from the Group’s obligations in respect of long term borrowings, derivatives and trade and other payables.
The Group monitors and evaluates liquidity requirements on an ongoing basis and generates sufficient cash flows from its operating activities to meet its obligations
arising from its financial liabilities and has bank facilities available to cover potential shortfalls. The Group’s approach to managing liquidity risk is to ensure it will
always have sufficient liquidity to meet its obligations when they fall due under both normal and stress conditions.
There is no interest rate risk on the loan receivable (note 13) as they accrue interest at a fixed rate.
24
40
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
27Earnings per share
(Restated)
20252024
Profit after income tax ($'000)
7,856 24,880
Weighted average number of shares for the purpose of basic and diluted EPS ('000)
144,628 140,170
Basic and diluted earnings per share (cents)
5.43 17.75
28Reconciliation of profit after income tax to net cash flows from operating activities
20252024
$'000 $'000
Profit and total comprehensive income for the period
7,856 24,880
Add/(less) non-cash items:
Change in fair value of derivatives
241 2,039
Change in fair value of investment properties
185 (26,421)
Movement in redeemable Limited Partnership units
3,408 8,364
Performance fee payable in shares
412 829
Interest income accrual
(1,787)(1,316)
Deferred tax
646 798
Derecognition of deferred tax
- 132
Lease incentives - rent free period
(2,633)198
Interest expense accrual
469 (144)
Lease fee amortisation
29 34
Other
(34)(46)
Movements in working capital items:
(Increase) in other current assets
1,412 (1,224)
Decrease in income tax receivable
- 7
Decrease in trade and other payables
(763)669
Increase in income in advance
74 219
Net cash generated by operating activities
9,515 9,018
29
•
•
• Restating the comparative period statement of financial position to reflect the corresponding increase in the carrying amount of redeemable partnership
units liability, performance fees and tax benefit.
The Group has share warrants (note 18.2) that are potentially dilutive. However, the exercise price of the share warrants has exceeded the share price of the Group
during the period and the warrants are therefore not considered dilutive.
Basic and diluted earnings per share amounts are calculated by dividing profit after income tax attributable to shareholders by the weighted average number of
shares on issue.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and
other financing costs associated with dilutive potential ordinary shares, and the weighted average number of ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
Prior period error
During the current financial year, the Group identified a prior period error related to the fair value measurement of an investment property and the recognition of
an advance property settlement. In the prior year, a deposit of $2.6 million paid in respect of a new investment property acquisition was incorrectly included as part
of the carrying amount of an existing investment property when determining the fair value adjustment at year end.
As a result, the fair value gain recognised on the existing investment property was understated by $2.6 million, and the advance property settlement asset was
understated by $2.6 million.
The Group has corrected the error retrospectively by:
Restating the comparative period statement of comprehensive income to increase the fair value adjustment on investment property by $2.6 million;
Recognising the $2.6 million deposit as a separate asset within “advance property settlement”; and
25
41
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company Limited and its subsidiaries
Notes to the consolidated financial statements
For the year ended 31 December 2025
29Prior period error (continued)
(As previously
reported)
(Restated)
20242024
$'000 $'000 $'000
Statement of financial position
Advanced property settlement
- 2,562 2,562
Investment properties
400,448 400,448 -
Deferred tax asset
552 600 48
Redeemable Limited Partnership units
75,797 76,437 640
Net Assets 229,132 231,102 1,970
Retained earnings
67,404 69,205 1,801
Share based payment reserve
660829169
Total Equity 229,132 231,102 1,970
Statement of comprehensive income
Performance fee
660 829 169
Total expenses
3,735 3,904 169
Profit before net finance expense, other income and income tax
16,134 15,965 (169)
Profit before other income and income tax
7,876 7,707 (169)
Change in fair value of investment properties
23,859 26,421 2,562
Movement in redeemable Limited Partnership units
(7,724) (8,364) (640)
Total other income
16,182 18,104 1,922
Profit before tax
24,058 25,811 1,753
Income tax expense
979 931 (48)
Net profit23,079 24,880 1,801
Total comprehensive income for the period
23,079 24,880 1,801
Cents Cents Cents
Basic and diluted earnings per share
16.47 17.75 1.28
$ $ $
Net assets per share ($)
1.6028
1.6166 0.0138
Net tangible assets per share ($)
1.6127
1.6346 0.0219
30Contingent liabilities and contingent assets
31Investment property and capital commitments
32Events after the reporting period
Change
The change did not have an impact on OCI for the period, AFFO or the Group’s total operating, investing and financing cash flows.
Subsequent to the reporting date, the Company declared a final dividend of 2.75 cents per share.
There are no contingent liabilities or assets as at 31 December 2025 (2024: nil).
The Group has committed to capital expenditure of $1.4 million relating to land leased to the tenant (refer to Note 6).
26
42
NEW ZEALAND RURAL LAND COMPANY
PricewaterhouseCoopers, PwC Centre, 109 Ward Street,
PO Box 191, Hamilton 3240, New Zealand
T: +64 7 838 3838
pwc.co.nz
Independent auditor’s report
To the shareholders of New Zealand Rural Land Company Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of New Zealand
Rural Land Company Limited (the Company), including its subsidiaries (the Group), present fairly, in all material
respects, the financial position of the Group as at 31 December 2025, its financial performance, and its cash flows
for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting
Standards).
What we have audited
The Group's financial statements comprise:
• the consolidated statement of financial position as at 31 December 2025;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, comprising material accounting policy information and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
43
NEW ZEALAND RURAL LAND COMPANY
PwC - Independent auditor’s report
Other matter
The Group’s financial statements for the year ended 31 December 2024, were audited by another auditor who
expressed a qualified opinion on those statements dated 27 March 2025. The predecessor auditor qualified their
opinion over the valuation of the forestry assets, within investment properties, and the related valuation of the
redeemable limited partnership units due to being unable to obtain sufficient appropriate audit evidence over the
estimated future New Zealand Unit (NZU) prices.
Our opinion on the Group’s financial statements for the year ended 31 December 2025 is unmodified despite this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current year. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Valuation of investment properties
As disclosed in note 5, the portfolio of investment properties
was valued at $416.5m as at 31 December 2025 which
comprises of forestry assets, pastoral and orchard assets.
The valuation of the Group’s investment properties is
inherently subjective due to, amongst other factors, inputs
into the valuations that are unobservable through available
market information, and also considers individual
characteristics of the respective properties, their location and
the New Zealand Unit (NZU) prices.
Given the existence of significant estimation uncertainty,
coupled with the fact that a small difference in any of the key
valuation inputs or assumptions, when aggregated, could
result in a material misstatement, and considering the
magnitude of investment properties, we determined this to be
a key audit matter.
Forestry assets
The total value of the forestry assets is $109.3m.
Management obtained an external valuation from KPMG.
The valuation of forestry assets involves significant
estimation and judgement. Note 5.1 outlines key
assumptions, including the adopted price path of NZUs. The
determination of future NZU prices is inherently uncertain
and involves a higher degree of subjectivity due to regulatory
uncertainty and recent price volatility.
In addition to the NZU pricing, the valuation is also sensitive
to changes in other key inputs, including the discount rates.
Relatively small changes in these inputs, when aggregated,
could result in a material change to the value of the forestry
assets.
Pastoral and orchard assets
The total value of the pastoral and orchard assets is
$307.2m. Management have obtained external freehold
valuations from Colliers for pastoral and orchard assets and
a valuation of the lessor’s interest from KPMG. Note 5.1
outlines the key inputs and assumptions, and the valuation
methodologies utilised.
The valuation of investment properties is inherently subjective
given that there are alternative assumptions and valuation
methods that may result in a range of values.
We evaluated whether management’s valuation approach
and the related disclosures in note 5 and note 5.1 were
consistent with the valuation reports and the requirements of
the reporting framework.
Forestry assets
To address the valuation of the forestry assets as at 31
December 2025 and to evaluate the impact of the
predecessor auditor’s qualification on the opening balances,
we obtained management’s expert’s valuations as at 31
December 2024 and 31 December 2025, reconciled the
values to the financial statements, and performed the
following procedures:
• Enquired with management and management’s expert
to understand the rationale for key inputs and
assumptions within the model; and
• In conjunction with our internal PwC valuation experts;
assessed the reasonableness of the methodology, key
inputs, assumptions, and mathematical accuracy of the
model.
Pastoral and orchard assets
We obtained management’s experts’ valuations as at 31
December 2025, reconciled the values to the financial
statements, and performed the following procedures:
On a sample basis, and in conjunction with our own valuation
experts, we performed the following procedures:
• Obtained an understanding of the methodologies and
key assumptions to the valuations and assessed their
reasonableness;
• Agreed key inputs to supporting information including
lease agreements, records of title, and the underlying
sale and purchase agreements; and
• Inspected the valuation models used by the valuers and
assessed them for mathematical accuracy;
For the investment properties, we evaluated management’s
experts’ competencies, capabilities and objectivity, including
considering their professional qualifications and relationships
with the Group.
We assessed the appropriateness of the disclosures in the
financial statements.
44
NEW ZEALAND RURAL LAND COMPANY
PwC - Independent auditor’s report
Our audit approach
Overview
Overall group materiality: $2.3 million, which represents approximately 1% of net assets.
New Zealand Rural Land Company Limited is an asset-based entity; therefore, it is deemed
appropriate that net assets is used as a benchmark.
Full scope audits were performed over the Company, and its subsidiary, New Zealand Rural
Land Investments Limited Partnership based on their financial significance.
As reported above, we have one key audit matter, being the valuation of investment
properties.
As part of designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events
that are inherently uncertain. As in all of our audits, we also addressed the risk of
management override of internal controls, including among other matters, consideration
of whether there was evidence of bias that represented a risk of material misstatement due
to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance about whether the financial statements are free from material misstatement. Misstatements may arise
due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall group materiality for the financial statements as a whole as set out above. These, together with qualitative
considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial
statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
audit opinion or assurance conclusion thereon.
45
NEW ZEALAND RURAL LAND COMPANY
PwC - Independent auditor’s report
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that
we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Matthew White.
For and on behalf of:
PricewaterhouseCoopers Hamilton
27 February 2026
46
NEW ZEALAND RURAL LAND COMPANY
4
SECTION
Company
Directory
REGISTERED OFFICE
c/o Duncan Cotterill
Level 2, Chartered Accountants
50 Customhouse Quay
Wellington 6011
New Zealand
https://nzrlc.co.nz/
MANAGER
New Zealand Rural Land Management
Level 4
131 Queen Street
Auckland Central
Auckland 1010
New Zealand
SHARE REGISTRAR
MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
https://www.mpms.mufg.com
AUDITOR
PwC New Zealand
Level 4, PwC Centre
109 Ward Street
Hamilton 3240
New Zealand
www.pwc.co.nz
INVESTOR CONTACT
Richard Milsom
richard@nzrlm.co.nz
+64 21 274 2476
Level 4
131 Queen Street
Auckland Central
Auckland 1010
New Zealand
---
1
New Zealand Rural Land Company
Rural Land Company
New Zealand
Result for the year ending
31 December 2025
27 FEBRUARY 2026
LISTED ON:
www.nzrlc.co.nz
2025
2
New Zealand Rural Land Company
2
DISCLAIMER
The information and opinions in this presentation were
prepared by New Zealand Rural Land Company (NZL).
NZL makes no representation or warranty as to the accuracy
or completeness of the information in this report. Opinions
including estimates and projections in this report constitute the
current judgment of NZL as at the date of this report and are
subject to change without notice. Such opinions are not guarantees
or predictions of future performance. This report is provided for
information purposes only and does not constitute investment advice.
Neither NZL, nor any of its Board members, officers, employees,
advisers (including New Zealand Rural Land Management Limited) or
any other representatives will be liable for any damage, loss or cost
incurred by any recipient of this report or other person in connection with
this report.
NEW ZEALAND RURAL LAND CO OWNS AND
LEASES SOME OF THE BEST AGRICULTURAL LAND
IN THE WORLD.
Rural Land Co
New Zealand
The Rural Land Investors
3
New Zealand Rural Land Company
Sold two pastoral properties at above most recent valuation and
acquired a high yielding highly productive dairy farm increasing
total annual rental income by ~$290k
Capital Review undertaken resulting in NZL adopting a refined
strategic position and revised dividend policy
Interest rate hedging increased to 96% at FY25, from 65% in FY24
AFFO per share has grown to 5.43 cps in FY25 (+9.9%) vs 4.94 cps
in FY24 and is forecast to grow a further +7.1% to 5.82 cps in FY26
1
Gearing lowered to 29.4%, from 30.5% in FY24
Final dividend declared of 2.75 cps equivalent to 100% of AFFO for
the second half of FY25. This equates to a full year dividend of 4.91
cps equivalent to 90.5% of FY25 AFFO
2
3
KEY MESSAGES
1. Mid-point of FY26 AFFO guidance of $8.25m - $8.75m assuming 146,138,526 shares on issue
2. NZL’s AFFO after deducting Roc’s share of AFFO
4
New Zealand Rural Land Company
FY25 - FINANCIAL HIGHLIGHTS & METRICS
Total Returns
Net asset value per share has grown from $1.25 at IPO
1
to $1.609 (+28.8%); total company returns have been
+40.4% (NAV growth plus dividends)
2
.
1. 21 December 2020
2. This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 146,138,526 on issue as at 31 December 2025. Calculation assumes full participation in rights
issues.
3. AFFO per share is based on the portion of the consolidated company’s total AFFO attributable to NZ
4. AFFO per share guidance at year-end based on 142,953,801 shares on issue. An additional 3,184,725 shares were issued during the financial year..
Increasing AFFO
FY25 AFFO was $7.9m (5.43 cps)
3
due to the impact of
CPI increases and higher yielding recent acquisitions.
This is inline with guidance on a like for like basis
4
.
$1.609
NAV per Share
$452.1m
Total Assets
$235.2m
Net Asset Value (NAV)
29.4%
Gearing
Dividend
NZL has adopted a revised dividend policy targeting
distributions of 90% - 100% of AFFO, paid quarterly.
NZL paid an interim dividend of 2.16 cps and will pay
a final dividend of 2.75 cps (100% of AFFO earned in
the second half of the year) bringing total dividends for
the year to 4.91 cps (net) equivalent to 90.5% of NZL’s
FY25 AFFO.
CPI Linked
CPI linked rental increases of +13.8% on 30.2% of NZL’s
dairy lease income (18.2% of NZL’s total rent) took
effect in June 2025. A further 32.3% of NZL’s portfolio
(by lease income) was subject to a +2.5% increase in
early 2025.
5
New Zealand Rural Land Company
YEAR ON YEAR AFFO GROWTH
NZL AFFO and AFFO/sh
• NZL has increased AFFO on both an absolute and per share basis every year since listing
1
.
• Since FY22 NZL’s AFFO has increased +124%. Over the same period AFFO per share has increased +77.5% (per share growth has been achieved alongside
a ~+30.5m increase in the number of shares on issue).
• Growth is forecast to continue in FY26 with AFFO/sh forecast to grow +7.1% (at the mid-point of guidance).
• In HY24 NZL updated its AFFO calculation to remove the impact of earnings from put/call arrangements as these are comprised of capitalised income rather
than cash, which AFFO is a proxy for. AFFO for years prior to FY24 are adjusted to remove the impact of put/call earnings (~$1.2m - $1.4m p.a) to facilitate a
like-for-like comparison.
1. To further ensure a like-for-like comparison AFFO is shown as at 31 December in each preceding year (NZL changed its balance date from 30 June to 31 December in FY22).
New Zealand Rural Land Company
666
FY25 OPERATING OVERVIEW
SECTION 1
7
New Zealand Rural Land Company
CORPORATE ACTIONS IN FY25
FY25 was a year of consolidation for NZL with only one acquisition being
completed during the period. This involved the acquisition of a 305ha, highly
productive dairy farm located in Canterbury. The transaction was accretive to
both WALT and AFFO and increased NZL’s total rental income by ~$290k a
year
1
.
As part of the consideration for the aquisition NZL sold two pastoral farms at
above book values/most recent valuations.
This represents the third instance of NZL selling properties and redeploying
capital. Every sale has been completed at above market value.
1. The properties were acquired through a Limited Partnership 75% owned by NZL and 25% owned by Roc Partners
Portfolio as at 31 December 2025Portfolio as at 31 December 2025
19 January 2024
Roc Partners acquire a 25% equity interest in NZL’s land portfolio for the equivalent of ~$1.29 per share
($44.2m), a +52% premium to NZL’s share price of $0.85 at the time of the transaction.
8 November 2024
Southern Orchards - the first tranche (47 hectares) of a 126 hectares of premium horticultural land in central
Otago. Consideration included of $3.5m worth of NZL shares issued at the prevailing NAV of $1.58 per
share. A +71.7% premium to NZL’s share price of $0.92 at the time of the transaction.
7 March 2025
NZL sold one dairy farm and one drystock farm at above market value. Acquired in 2021, the properties
were sold for a +10.9% premium to their original purchase price.
NZL used the funds from the sale of these properties to acquire a highly productive dairy farm.
Properties Sold Since Inception
Acquired Property: Dairy Farm
LocationCanterbury
Asset ClassDairy
Area305 hectares
Purchase Price$15.5m
TenantWilliams Holdings Limited
Lease TypeTriple Net Lease
Lease Term 15 Years
Year 1 Rent $915k
Year 1 Lease Rate 5.9%
Rent Reviews3 Yearly
New Zealand Rural Land Company
8
New Zealand Rural Land Company
NZL FINANCIALS & RETURN METRICS
for the period ending 31 December 2025
SECTION 2
9
New Zealand Rural Land Company
ADJUSTED FUNDS FROM OPERATIONS (AFFO)
5.43cps
AFFO
5.66cps
FFO
NZ$00031 December 202531 December 2024
Net Profit After Tax7,85624,880
Adjusted for:
Unrealised Net Gain on Investment Properties185(26,421)
Unrealised Movement in Redeemable Limited Partnership Units3,4088,364
Performance Fee Payable in Shares414829
Unrealised Net Loss on Derivatives2411,998
Deferred Tax Expense / (Benefit)646931
Amortisation of Rent Free Incentives176176
Amortisation of Lease Fee2634
Disposal of Surplus Asset-(21)
Loan Interest Rolled into New Syndication Facility-234
Initial Recognition and Unrealised Net Gain of Carbon Credits(70)(26)
Capitalised Interest Loan Receivable
1
(1,412)(1,316)
Funds from Operations (FFO)11,4709,662
FFO Attributable to the Land Trust3,1962,367
FFO Attributable to NZL8,2747,295
Company FFO per Share (cents)5.665.10
Adjusted Funds from Operations
Incentives and Leasing Costs2423
Future Maintenance Capital Expenditure(480)(336)
Adjusted Funds from Operations (AFFO)11,0149,349
AFFO Attributable to the Land Trust3,0822,288
AFFO Attributable to NZL7,9327,060
Company AFFO per Share (cents)5.434.94
AFFO is a proxy for free cash flow commonly used by REITs. AFFO is intended to provide investors with a clearer picture of the company’s free cash flow.
1. Capitalised interest on loan receivables removed as this is non-cash income and AFFO serves as a proxy for free cash flow.
10
New Zealand Rural Land Company
PROFIT & LOSS STATEMENT
NZ$00031 December 202531 December 2024
Gross Rental Income
Rental Income
22,27619,869
Net Rental Income
22,27619,869
Less Overhead Costs
Directors Fees
(222)(227)
Management Fees
(1,518)(1,407)
Repairs and Maintenance
(20)(396)
Professional, Consulting and Listing Fees
(2,372)(686)
Performance Fee
(412)(829)
Settlement of Convertible Loan
-(160)
Other
(283)(199)
Total Overhead Costs
(4,827)(3,904)
Profit / (Loss) Before Net Finance Income, Other
Income and Income Tax
17,44915,965
Finance Income2,1812,550
Finance Expense(7,614)(10,808)
Net Finance Income(5,433)(8,258)
Profit /(Loss) Before Other Income and Income Tax12,0167,707
Other Income
Change in Fair Value of Investment Property(185)26,421
Movement in Redeemable Limited Partnership Units(3,408)(8,364)
Other7947
Profit / (Loss) Before Tax8,50225,811
Income Tax Expense(646)(931)
Profit / (Loss) and Total Comprehensive Income for
the Period
7,85624,880
Earnings per Share (EPS) (cents)5.4317.75
$7.86m
NPAT
5.43cps
EPS
11
New Zealand Rural Land Company
BALANCE SHEET
NZ$00031 December 202531 December 2024
Current Assets
Cash and Cash Equivalents5,9185,520
Derivative Assets 57151
Trade and Other Receivables 2981,769
Assets Held for Sale-11,355
Total Current Assets6,27318,795
Non-Current Assets
Investment Property416,498400,448
Loan Receivable23,09521,685
Advanced Property Settlement5,8112,562
Deferred Tax Assets-600
Derivative Assets237352
Other Non-Current Assets171101
Total Non-Current Assets445,812425,748
Total Assets452,085444,543
Current Liabilities
Trade and Other Payables1,9763,157
Borrowings 56,89947,101
Derivative Liabilities70129
Other Current Liabilities 4169
Total Current Liabilities58,94950,556
Non-Current Liabilities
Borrowings75,81884,106
Derivative Liabilities2,5112,342
Deferred Tax Liabilities46-
Redeemable Limited Partnership Units79,56376,437
Total Non-Current Liabilities157,938162,885
Total Liabilities216,887213,441
Net Assets235,198231,102
Net Asset Value (NAV) per Share1.60941.6166
$235.20m
Total Equity/ Net Asset
Value
$452.09m
Total Assets
12
New Zealand Rural Land Company
DEBT SUMMARY
1.4 Years
**
Weighted Average Term
to Expiry
5.3%
**
Weighted Average
Interest Cost
Key Metrics31 December 202531 December 2024
Debt Drawn ($m)132.7131.2
Debt to Total Tangible Assets29.4%29.6%
Interest Coverage Ratio2.96x2.38x
Weighted Average Term to Expiry (Years)1.52.2
Weighted Average Interest Cost5.3%5.9%
% Of Debt Hedged96%65%
Total Debt Facilities Available ($m)138.9140.0
NZL Debt Facility Expiry Profile
* Gearing is calculated as: bank debt / total tangible assets
** As at 31 December 2025
29.4%
*
Gearing
Key Banking Partners
In May 2025, NZL renewed a $46m tranche of its existing banking facilities. The tranche originally due to expire on 1 June 2025 was been extended to 1 June 2028.
NZL expects to renew a further two expiring tranches in the first half of FY26.
At the start of the year NZL had hedging arrangements in place for 65% of its total borrowings. During FY25 NZL increased its hedging to 96.0% of its total
borrowings costing, on average, 5.5%. The remaining debt is floating and the cost of the floating debt component is 4.2%. Accordingly, NZL’s weighted average
cost of debt is currently 5.3%.
96.0%
Hedged
13
New Zealand Rural Land Company
TOTAL RETURNS
Dividends per Share
1. This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 146,138,526 on issue as at 31 December 2025.. Calculation assumes full
participation in rights issues.
2. AFFO per share is based on the portion of the consolidated company’s total AFFO attributable to NZL.
3. Growth achieved since FY22
NAV Performance
AFFO & AFFO/sh
• NZL delivered FY25 AFFO of $7.9m in
AFFO (5.43 cps)
2
.
• This represents AFFO growth of +12.3%
(+9.9% cps).
• NZL forecasts FY26 AFFO of between
$8.25m and $8.75m (AFFO/sh
presented is the mid-point of this
range).
• NZL’s NAV per share has increased from
$1.250 to $1.609 (+28.8%) since listing.
• This growth in NAV per share plus dividends
over the same period means NZL has
delivered total company returns of +40.4%
1
since 21 December 2020.
• NZL reinstated its dividend in FY24
and paid a full year dividend of 4.00
cps for the year to 31 December
2024.
• NZL will pay a final dividend of 2.75
cps representing 100% of AFFO
earned in the second half of the
financial year, for a full year dividend
of 4.91 cps.
• Total dividends are equivalent to
90.5% of NZL’s FY25 AFFO.
• NZL forecasts a full year dividend for
FY26 of between 5.36 cps and 5.69
cps representing ~95% of forecast
AFFO.
CAGR: +5.2%
CAGR: +30.8%
3
CAGR: +25.0%
New Zealand Rural Land Company
14
SUSTAINABILITY PROGRAMME
as at 31 December 2025
SECTION 3
15
New Zealand Rural Land Company
FY25 SUSTAINABILITY HIGHLIGHTS
Climate Related Disclosures
Transparent and detailed climate reporting reflects NZL’s values, and we therefore intend to continue to prepare an annual climate statement despite proposed
changes to climate reporting legislation that would exempt the Company from this requirement.
Climate considerations are embedded in NZL’s acquisition strategy and capital deployment decisions. The Board conducted a dedicated transition planning
workshop in 2025 to refine the climate risk register and identify opportunities in carbon markets, sustainable land management, and nature-based solutions.
These initiatives support long-term asset value while contributing to New Zealand’s climate goals.
In April 2025 NZL released its second annual Climate Related Disclosure Report covering all of FY24. The report’s findings are outlined below:
GHG Emissions Profile
Total FY24 emissions of 129,163 tCO2e reflect NZL’s land-ownership model. While NZL does not directly operate facilities or own vehicles the FY24 GHG
inventory takes into account investments (leased properties), purchased goods and services, capital goods, and business travel. The FY24 inventory, for the first
time, included downstream leased assets, providing comprehensive value chain coverage.
Climate Scenario Analysis
NZL assessed three climate scenarios (1.5°C, 2.0°C, and 3.0°C warming pathways) to test portfolio resilience. The analysis confirmed that geographic and land-
use diversification remains central to managing climate-related risks. Key risks identified include increased water stress, extreme weather events, and regulatory
transition risks. The analysis reinforced the strategic value of NZL’s diversified portfolio across dairy, horticulture, and forestry.
Transition Plan
NZL has established a transition plan aligned with Science Based Targets guidance, targeting a 45.5% reduction in absolute emissions by 2035 from the FY24
base year. Priority actions include:
1. Supporting decarbonisation across the value chain through the Enduring Land for Life framework
2. Enhancing climate resilience through improved acquisition due diligence and climate mapping
3. Continuing portfolio diversification by geography, sub-sector, and tenant to reduce concentration risk
4. Advancing native regeneration and carbon sequestration programmes in partnership with forestry tenant Nateva
16
New Zealand Rural Land Company
SUSTAINABILITY PROGRAMME
NZL continues to work on mapping its current portfolio for marginal land which can be enhanced with planting and a programme to increase
biodiversity. The mitigation of erosion is a key outcome of this planting with potential for carbon sequestration and sediment control.
NZL has initiated work on several special projects across its portfolio. These include a solar pump upgrade (from diesel), improved effluent
systems on some farms, (budgeted capex at purchase) and native regeneration and predator control at NZL’s forestry estate in partnership with
our tenant New Zealand Forestry Leasing.
Release of NZL’s sustainability programme - “Enduring Land for Life”. Visit our website www.nzrlc.co.nz for further detail.
EnvironmentEconomic
Governance
Oversight and management of goals; skills and commitment to “Enduring Land for Life” vision. Strength and diversity.
SocialAnimal Welfare
✓ Soil Health
✓ Water Quality
✓ Biodiversity
✓ Emissions reduction per unit of
production
✓ Land Selection
✓ Partnering with tenants
✓ Creating a virtuous circle of growth,
investment, job creation, community
opportunities
✓ Care of people
✓ Health and safety
✓ Warm, safe living conditions
✓ Enabling career and personal growth
✓ Fair pay
✓ Five freedoms
✓ Prioritising animal wellbeing
✓ Nutrition and care
✓ Adequate shelter
Mana Whenua
✓ Prioritising relationships with mana
whenua / te ahi kaa
We know that the success of any strategy starts with the tone at the top, and we value strong and diverse governance. Having the right mix of skills
and commitment ensures NZL has the capability and vision needed to achieve our mission.
Enduring Land for life: The Framework
1
2
3
New Zealand Rural Land Company
171717
OUTLOOK
SECTION 4
18
New Zealand Rural Land Company
New Zealand’s dairy sector continues to perform well with high milk prices and
declining debt levels leading to record cash profits. As a substantial proportion of
NZL’s portfolio its financial health directly impacts the Company’s performance.
Insights from DairyNZ’s economic tracker show what the average owner-operator
experienced in the last five seasons from FY20 to FY25 (it also includes a forecast
for the current season, FY26):
• Both breakeven milk price and the average payout received rose consistently,
with farms maintaining above the line profitability. FY26 is forecast to be less
profitable than FY25 but still more profitable than any of the other previous
seven seasons.
• Profitable seasons allowed farmers to focus on improving financial stability,
with debt-to-asset ratios steadily declining.
These trends strengthen NZL’s business model by enhancing tenant financial
resilience and supporting stable lease payments. Additionally, improved
farm profitability increases long-term land values, further improving return to
shareholders.
SPOTLIGHT ON: THE FINANCIAL LANDSCAPE FOR NEW ZEALAND DAIRY FARMERS
Record Cash Profitability
Positive Bottom Line
Declining Debt Levels
Insights
19
New Zealand Rural Land Company
On 4 November 2025, the government removed the requirement for NZ ETS settings to align with New Zealand’s Nationally Determined Contribution (NDC)
under the Paris Agreement. This change applies from 2026 onwards.
SPOTLIGHT ON: RECENT NZ ETS CHANGES
Why Did The Market React?What Does This Mean?
Previously, ETS rules had to align with both domestic targets AND international
Paris Agreement commitments. Now they only need to align with domestic
targets.
As the table below shows New Zealand’s Paris Agreement commitments are more
ambitious than our domestic emissions budgets.
YearParis Agreement NDCDomestic BudgetDifference
2030~43Mt/year~61 Mt/year+18 Mt/year MORE
203539-42 Mt/year~48 Mt/year+6-9 Mt/year MORE
What Hasn’t Changed?
• The NZ ETS remains the government’s main tool for reducing emissions and
meeting the 2050 net zero target.
• The requirement for ETS settings to align with domestic emissions budgets
and the 2050 target remains unchanged.
• Domestic emissions budgets are legally binding: 2026-2030 budget caps
emissions at 305 Mt total (~61 Mt/year); 2031-2035 budget is 240 Mt total (~48
Mt/year).
• The structural supply shortfall in carbon units still exists - the Climate Change
Commission forecasts the current surplus of ~50 million NZUs will be fully
drawn down by 2026-2027.
• Market fundamentals haven’t materially changed - demand remains sticky and
supply looks tight over the next few years.
The issue wasn’t the policy change itself, but how it was
communicated. After several government statements that there would
be no changes to the ETS, this announcement undermined market
confidence. As one carbon market expert noted, there was actually
very little material market consequence to these changes - the market
reaction was disproportionate.
What Does This Mean For NZL?
NZL owns approximately $109 million in forestry land (5,488 ha)
across the southern North Island, leased to Nateva and MM Forests
Limited. Our forestry investments serve three key purposes:
• Generating attractive rental income through long-term, inflation-
adjusted leases
• Contributing to New Zealand’s carbon zero by 2050 goal through
carbon sequestration
• Delivering biodiversity value through native regeneration
programmes
NZL’s investment model remains that we own the land, not the
carbon units or forestry operations. Our income comes from lease
payments, not from carbon price volatility. While our tenants may
experience short-term carbon market fluctuations, our rental
income remains stable and inflation protected.
20
New Zealand Rural Land Company
SPOTLIGHT ON: HORTICULTURE
2026 Season Outlook for Apples
The 2026 apple season is shaping up positively based on favourable weather
conditions during critical growing phases:
• Spring and early summer weather was warm, relatively dry, and largely frost-
free
• Minimal spring frost days noted, which is significant as spring frost represents
the single biggest yield risk for apple crops
• Rainfall has been normal on a six-month rolling basis.
• Industry participants have described the current season average fruit size as
the best over the last 20 years
• Observed fruit quality is excellent, which will support better packout rates and
revenue with high quality consistent crops supporting better pricing.
• Overall the industry appears primed for a good year provided quality, foreign
exchange, and market conditions continue to align well.
• ANZ AgriFocus (December 2025): ‘The outlook for the 2026 harvest is
positive so far. The weather has been generally good for apples in Hawke’s
Bay, with above-average temperatures and sunshine.’
• Westpac Agribites (Late November 2025): ‘With domestic production likely
to remain off pre-Cyclone Gabrielle levels, and with demand for cheap and
nutritious foods remaining relatively constant, we think apple prices will
continue to trend upwards in 2026.’
• Westpac Agribites (Late January 2026): ‘Apple production in New Zealand is
expected to increase in 2026. Materially higher export volumes are expected
to shift the market from tightness to clearance, and that is likely to cap prices
at current elevated levels.’
• PGG Wrightson Trading Update (Mid-December 2025): ‘Key horticulture
crops are in demand, and early indications suggest a promising harvest in the
new year.
Key Asia Markets:
• Asian markets generally remain firm
• China market conditions are positive, though there is caution
about the market becoming too saturated with premium fruit
• High US tariffs on apples to China mean no hangover of tired
US fruit in the Chinese market
• Conversely, markets like Vietnam and Thailand are being
swamped with US fruit and are struggling
• Emerging markets including Vietnam and Thailand have felt
economic slowdown more acutely than China
India Free Trade Agreement (Signed 22 December 2025):
• Viewed positively across the industry
• Reduces tariffs from 50% to 25% – industry feedback indicates
it was previously ‘hard to make money’ with 50% tariffs
• Provides quota access of 32,500 tonnes initially, growing to
45,000 tonnes over six years
• The deal doesn’t commence until the 2027 season, with quota
methodology still being determined
• India was previously described as a ‘dumping ground’ – the
FTA represents an opportunity to transform this market
• New Zealand is the first country to secure apple access into
India in any FTA – all other countries face 50% tariffs (except
Afghanistan)
Export Markets
NZL owns high quality apple orchards in both Hawke’s Bay and Central Otago the 2026 outlook for the apple industry and thus NZL’s tenants appears positive.
21
New Zealand Rural Land Company
CAPITAL REVIEW
Overview
At NZL’s five-year mark, the Board commissioned KPMG to perform an
independent capital review.
The review considered market feedback, valuation drivers and capital
management settings. The review indicated that NZL is primarily valued by
investors on the sustainability and reliability of its cash yield, with asset values
and NTA viewed as secondary considerations.
The review also reinforced the importance of scale and liquidity, provided
growth is accretive on a per-share basis.
NZL’s board has adopted a revised strategic and capital management
framework. This positions NZL as a specialist yield vehicle focused on
delivering consistent and growing dividends, supported by disciplined, yield-
accretive growth and exposure to productive land assets.
NZL has resolved to revise it’s dividend policy to target quarterly distributions
of approximately 90% - 100% of AFFO. Furthermore, the board intends to take a
more dynamic approach to the Dividend Reinvestment Plan (DRP).
The Board will confirm whether the DRP will apply at each dividend
announcement, having regard to the Group’s capital requirements and any
potential dilution to earnings and NTA.
Future capital management decisions will be guided by disciplined AFFO per-
share accretion with equity only raised if forecast to be accretive to AFFO per
share, scale growth only pursued if not at the expense of yield or per share
returns, and share buybacks and alternative uses of capital assessed on a yield
based framework.
22
New Zealand Rural Land Company
DIVIDEND & SHARE BUYBACK PROGRAMME
Dividend
Share Buyback Programme
• In response to KPMG’s Capital Review NZL has adopted a revised
dividend policy targeting distributions of approximately 90-100% of AFFO,
paid quarterly, consistent with sector practice. The policy is designed to
provide greater predictability and transparency for shareholders and will
only be suspended in extreme circumstances.
• NZL has resolved to pay a final dividend of 2.75 cps representing 100%
of NZL’s AFFO for the second half of the financial year. This brings the
total dividend for the year to 4.91 cps equivalent to 90.5% of NZL’s FY25
AFFO*.
• Alongside the revised dividend policy, the Board has resolved to take
a more dynamic approach to the Dividend Reinvestment Plan (DRP).
The Board will confirm whether the DRP will apply at each dividend
announcement, having regard to the Group’s capital requirements and
any potential dilution to earnings and NTA. This approach broadly aligns
with other listed property vehicles in New Zealand.
• NZL maintains a selective on-market buyback programme.
• NZL’s on-market share buyback programme remained in place during the
year. No shares were repurchased during the period. 710,131 shares have
been repurchased since the project was initiated in June 2023.
* NZL’s AFFO after deducting Roc’s share of AFFO
23
New Zealand Rural Land Company
OUTLOOK & FY26 FORECAST
NZL’s leases incorporate regular, uncapped, CPI reviews. Accordingly, inflation will
result in rental growth. Furthermore, NZL is insulated from inflation-impacted (and all
other operational) on-farm costs by owning only the land.
The positive impact of inflation continued in 2025, with a number of leases
successfully undergoing CPI review. Further CPI linked lease reviews are due in
FY26. These include:
• 7% NZL’s pastoral leases will be subject to review in 2026. CPI accumulated
since the leases began is expected to be ~+9.5%.
• 100% of NZL’s forestry assets will be subject to rent review in the first half
of 2026. CPI accumulated since the last rent review for these properties is
expected to be ~+2.5%.
• 100% of NZL’s existing horticultural assets will also be subject to rent review
in the first half of FY26. CPI accumulated since the last rent review for these
properties is expected to be ~+2.5%.
In total 61.0% of NZL’s leases (by value) will be subject to CPI linked lease reviews in
FY26.
NZL forecasts FY26 AFFO of between $8.25m and $8.75m (Note: this excludes
earnings from properties with put/call arrangements in place). AFFO per share of
5.65 to 5.99 cents (Based on 146,138,526 shares on issue).
24
New Zealand Rural Land Company
Over the last 12 months the New Zealand Unit (NZU) market has been
experiencing a period of weak demand, low prices, and regulatory uncertainty.
Confidence was hit by the Government’s announcement in November 2025 to
break the connection between the ETS and New Zealand’s international climate
targets (Paris Agreement). NZL considers that this is a market overreaction and
discuss this in greater detail above.
The government continues to tighten supply with limited effect although the
surplus of units is expected to reduce in the coming year which may help to
catalyse the market.
MARKET UPDATES
NZU Price Last 12 Months
2
CarbonDairy
In September 2025, Fonterra confirmed a final 2024/25 season Farmgate
Milk Price of $10.16 per kilogram of milk solids (kgMS) higher than at any
point in the last 15 years. The forecast range for 2025/26 was revised in
December 2025 to $9.00 - $10.00 per kgMS. This would represent the
second highest payout in the last 15 years. The reduced payout from the
previous year is attributed to strong milk flows globally putting downwartd
pressure on commodity prices coupled with a strengthening New Zealand
dollar.
Farmgate Milk Price Last 5 Years
1
1
Farmgate Milk Price callouts are for Fonterra.
2
NZU price is Volume Weighted Average Price (VWAP). This is the best measure of the NZU price for the day, as it reflects the weighted average price based on actual trading volume.
New Zealand Rural Land Company
25
APPENDICES
26
New Zealand Rural Land Company
INVESTMENT PROPERTY SUMMARIES
Dairy and SupportTenant 1Tenant 2Tenant 3Tenant 4Tenant 5
LocationCanterburyOtago and CanterburySouthlandSouthlandSouthland
Asset ClassDairy and SupportDairy and SupportDairyDairyDairy
Area3,910 hectares6,149 hectares456 hectares564 hectares366 hectares
Lease TypeTriple Net LeaseTriple Net LeaseTriple Net LeaseTriple Net LeaseTriple Net Lease
Lease Term 11 Years11 Years10 Years10 Years10 Years
Current Rent$3.97m$8.19m$0.61m$1.1m$0.6m
Rights of Renewal2 x 12 Years2 x 10 YearsNone2 x 10 Years2 x 10 Years
Review MechanismCPI linkedCPI linkedCPI linkedCPI linkedCPI linked
Rent Reviews3 Yearly3 Yearly3 Yearly3 Yearly3 Yearly
Horticulture & ForestryTenant 6Tenant 7Tenant 8Tenant 9
LocationCentral North IslandCentral North IslandHawkes BayCentral Otago
Asset ClassCarbon ForestryCarbon ForestryHorticultureHorticulture
Area3,988 hectares1,501 hectares97 hectares47 hectares
Lease TypeTriple Net LeaseTriple Net LeaseTriple Net LeaseTriple Net Lease
Lease Term 16 - 20 Years20 Years30 Years30 Years
Current Rent$6.77m$0.66m$1.36m$0.42
Rights of RenewalTermination can be extended
10 years
Termination can be extended
10 years
NoneNone
Review MechanismCPI linkedCPI linkedGreater of CPI or 2.5%Greater of CPI or 2.5%
Rent ReviewsAnnualAnnualAnnualAnnual
27
New Zealand Rural Land Company
INVESTMENT SUMMARY
NZL PROVIDES INVESTORS WITH EXPOSURE TO:
1. This land is owned via an LP, 75% owned by NZL and 25% by Roc Partners
2. This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 146,138,526 on issue as at 31 December 2025.
3. Calculation assumes full participation in rights issues, plus dividend accumulated to 31 December 2025.
Favourable Industry
Dynamics
A Proven Value Add
Acquirer of Land
Attractive Total ReturnsHigh Quality Tenants
with Attractive WALT
A Significant Growth
Opportunity
Long term demand for key
commodities and food
vs declining availability
of productive land drives
land values. Productive
rural land is finite in supply
and its value is founded
on worldwide population
growth, growing food
demand, and yield-
boosting innovation.
Increasing scarcity of
productive land globally is
mirrored in New Zealand.
New Zealand is one of the
world’s lowest-cost and
lowest-carbon emitting
producers of protein, fibre
and timber in the world.
Successfully acquired
17,077 hectares of pastoral,
forestry and horticultural
land since listing on 21
December 2020
1
.
NAV per share increased
from $1.250 (21 December
2020) to $1.609 as at 31
December 2025
2
. This
represents total increase in
NAV per share of +28.8% .
NAV growth has been
achieved alongside an
expansion to capital base
from 60.6m shares on
issue at IPO to ~146.1m
shares on issue as at 31
December 2025.
All tenants have significant
operating experience,
robust balance sheets and
governance frameworks.
11.6 year WALT (by lease
value).
NZL provides unique
investment exposure as it
is currently the only pure-
play listed exposure to
New Zealand rural land.
NZL provides inflation
hedging and stable income
via CPI-linked leases
(uncapped).
NZL’s strategy is to
continue to grow its
portfolio, both in dairy
and other attractive
agricultural opportunities,
to ultimately provide scale
and diversified exposure to
high quality New Zealand
rural land.
NAV per share has grown
by +28.8% since NZL’s IPO.
NZL has paid/declared
a total of 14.55 cps in
dividends. Total company
returns have been +40.4%
3
.
Farmland does not
typically experience the
same volatility that mark
economic changes. It
usually experiences
peaks and plateaus
– appreciating at an
attractive rate when
times are positive but not
necessarily retreating when
conditions are tough, this
is driven by its increasing
scarcity.
28
New Zealand Rural Land Company
PORTFOLIO OVERVIEW - AS AT 31 DECEMBER 2025
1
25% owned by Roc. Numbers are rounded.
2
WALT is weighted by lease value.
RURAL ASSET CLASSHORTICULTURE
1
FORESTRYPASTORAL
Land Area (ha)1445,48811,445
RegionHawke’s Bay & OtagoCentral North IslandCanterbury, Otago & Southland
Current UseApples & PearsForestry & Carbon Dairy & Support
WALT (years)28.516.96.9
# of Tenants225
% of Total Portfolio
2
8%31%61%
NZL owns 17,077 hectares of highly-productive agricultural land spread across three sub-sectors and
with long-term leases to some of New Zealand’s most successful operators.
29
New Zealand Rural Land Company
TENANT CONCENTRATION, LEASE PROFILE & LEASE OVERVIEW - AS AT 31 DECEMBER 2025
Tenant Concentration as % of Lease Value
NZL expects tenant diversification to increase as it continues to grow its asset base.
NZL’s Weighted Average Lease Term (WALT) is currently 11.6 years (100% occupancy).
NZL’s pastoral farm leases all have three, six and nine year CPI increases with tenant rights of renewal in years 10 or 11.
NZL’s forestry leases all have annual CPI increases.
NZL’s horticultural assets have annual rental increases of 2.5% or CPI whichever is greater.
All leases are triple net leases, tenants are responsible for all repair and maintenance costs.
Lease Expiry Profile by Value
30
New Zealand Rural Land Company
FOREIGN OWNERSHIP RULES & LEVELS
New Zealand
Buyer
NZL is highly advantaged
because it is a
New Zealand buyer
of rural land.
Current Listed
Company Foreign
Ownership Rules
Under the Overseas Investment
Amendment Act 2021, NZL can have
foreign domiciled shareholders of up
to 49.9% of its share register (subject
to certain share parcel restrictions).
Private companies in NZ are limited to
less than 25%.
Current NZL
Foreign
Ownership
As at 31 December 2025,
NZL had foreign domiciled
shareholders amounting to
~25.3% of its share register.
31
New Zealand Rural Land Company
WHO IS NZL
The Rural Land Investors
Listed
Listed
AUDITORS
REGISTRY
ROB
CAMPBELL
Independent
Chair
SARAH
KENNEDY
Independent
Director
CHRISTOPHER
SWASBROOK
Non-Independent
Director
TIA
GREENAWAY
Independent
Director
Board
ACCOUNTANTS
32
New Zealand Rural Land Company
NZRLM TEAM STRUCTURE
(ALF:NZX)
In-house Team
Consultants
XAVIER LYNCH
General Manager -
Corporate
SHELLEY RUHA
Director
HAYDEN DILLON
Consultant
RICHARD MILSOM
Executive Director
CILLA HEWITT
Project and
Communications Manager
ROSS O’NEILL
Company Secretary
Directors
JAMES TREADWELL
Consultant
STEPHEN REID
Chief Financial Officer
33
New Zealand Rural Land Company
INDEX INCLUSIONS AND BROKER RESEARCH COVERAGE
FTSE Global Micro Cap IndexS&P / NZX All Real Estate Index
Broker Research Coverage
Nicholas Hill
nicholas.hill@craigsip.com
Kieran Carling
kieran.carling@craigsip.com
Arie Dekker
arie.dekker@jarden.co.nz
Vishhal Bhula
vishal.bhula@jarden.co.nz
Index Inclusions
MSCI World Micro Cap Index
S&P / NZX Micro Cap Index
34
New Zealand Rural Land Company
INVESTOR RELATIONS CONTACTS
Richard Milsom
richard@nzrlm.co.nz
+64 21 274 2476
Level 4
131 Queen Street
Auckland Central
Auckland 1010
New Zealand
Xavier Lynch
xavier@nzrlm.co.nz
+64 27 282 8046
Level 4
131 Queen Street
Auckland Central
Auckland 1010
New Zealand
Stephen Reid
stephen@nzrlm.co.nz
+64 21 766 636
Level 4
131 Queen Street
Auckland Central
Auckland 1010
New Zealand
Ross O’Neill
ross.o’neill@alliedfarmers.co.nz
+64 21 424 829
Level 4
131 Queen Street
Auckland Central
Auckland 1010
New Zealand
35
New Zealand Rural Land Company
LISTED ON:
Rural Land Co
New Zealand
The Rural Land Investors
New Zealand Rural Land Company
Level 4, 131 Queen Street
Auckland Central
Auckland 1010
New Zealand
+64 9 217 2905
info@nzrlc.co.nz
www.nzrlc.co.nz
nzrlc
nzrlc
---
Results for announcement to the market
Name of issuer New Zealand Rural Land Company Limited
Reporting Period 12 Months to 31 December 2025
Previous Reporting Period 12 Months to 31 December 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$24,457 +9.1%
Total Revenue $24,457 +9.1%
Net profit/(loss) from
continuing operations
$7,856 -68.4%
Total net profit/(loss) $7,856 -68.4%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.0275
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date 24/03/2026
Dividend Payment Date 21/04/2026
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.6254 $1.6346
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
See attached audited financial statements for the 12 months
ended 31 December 2025
Authority for this announcement
Name of person
authorised
to make this announcement
Richard Milsom
Contact person for this
announcement
Richard Milsom
Contact phone number 021 274 2476
Contact email address richard@nzrlm.co.nz
Date of release through MAP
27/02/2026
Audited financial statements accompany this announcement.
---
Section 1: Issuer information
Name of issuer New Zealand Rural Land Company Limited
Financial product name/description Ordinary Shares
NZX ticker code NZL
ISIN (If unknown, check on NZX
website)
NZNZLE0001S2
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year x Quarterly
Half Year Special
DRP applies
Record date 24/03/2026
Ex-Date (one business day before the
Record Date)
23/03/2026
Payment date (and allotment date for
DRP)
21/04/2026
Total monies associated with the
distribution
1
$4,018,809 (based on number of shares on issue at the
date of this form)
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.02750000
Gross taxable amount
3
$0.00000000
Total cash distribution
4
$0.02750000
Excluded amount (applicable to listed
PIEs)
$0.02750000
Supplementary distribution amount $0.00000000
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed
Fully imputed
Partial imputation
No imputation
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
%N/A
Imputation tax credits per financial
product
$N/A
Resident Withholding Tax per
financial product
$N/A
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
N/A
Start date and end date for
determining market price for DRP
N/A N/A
Date strike price to be announced (if
not available at this time)
N/A
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
N/A
DRP strike price per financial product
N/A
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
N/A
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Richard Milsom
Contact person for this
announcement
Richard Milsom
Contact phone number 021 274 2476
Contact email address r
ichard
@nzrlm.co.nz
Date of release through MAP
27/02/2026
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
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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