Rural Funds Management
Annual Report 2023

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Plain-text annual report

Annual Report for the year ended 30 June 2023 R U R A L F U N D S G R O U P A N N U A L R E P O R T 2 0 2 2 Rural Funds Group (RFF, the Fund) is an agricultural Real Estate Investment Trust (REIT). RFF was listed in 2014 and is included in the S&P/ASX 300 index. The Fund owns a diversified portfolio of Australian agricultural assets which are predominantly subject to long-term triple net leases to high-quality lessees. Distribution growth of 4% per annum is targeted. Rural Funds Management Limited (RFM) is the manager and the Responsible Entity of RFF. RFM manages over $2.0 billion of agricultural assets on behalf of retail and institutional investors and has a depth of experience accumulated over 26 years owning, developing and operating Australian farmland, agricultural infrastructure and other assets. The management team includes specialist fund managers, finance professionals, horticulturalists, agronomists and other agricultural managers. RFM’s culture is built on the core principle of ‘managing good assets with good people’. Contents Letter from the Managing Director Strategy Portfolio metrics Results highlights Portfolio overview Sustainability ASX additional information Financial Statements Investor information and glossary 4 6 7 8 9 10 18 20 96 Rural Funds Group (ASX: RFF) stapled group comprising: Rural Funds Trust ARSN 112 951 578 and RF Active ARSN 168 740 805 Responsible Entity: Rural Funds Management Limited ACN 077 492 838 AFSL 226 701 Issued on: 28 September 2023 Cover image: Cattle grazing on developed cultivation area, Rewan, central Queensland, August 2023. Adjacent image: Almond trees in bloom, Kerarbury, NSW August 2023. Letter from the Managing Director Dear Unitholder, We are pleased to provide you with the Rural Funds Group (RFF, the Fund) Annual Report for the financial year ended 30 June 2023 (FY23). Financial results During FY23, Rural Funds Management (RFM) announced it had leased 3,000 ha of macadamia orchards which are being developed by the Fund.1 This lease was the main driver for property revenue to increase 10.6%, to $81.8m. During the period, RFF generated earnings of $115.5m, or 30.1 cents on a per unit basis, as a consequence of property revenue and increased independent valuations, that were completed on two thirds of the Fund’s assets. Independent valuations also increased RFF’s adjusted net asset value (NAV). Adjusted NAV increased 8.9%, to end the year at $2.93 per unit. Higher valuations were recorded for the main asset classes within the Fund, including macadamia orchards, almond orchards, cattle properties, cropping properties and vineyards. Adjusted funds from operations (AFFO) of 10.7 cents per unit (cpu) and distributions of 11.73 cpu were in line with forecast. Developments and acquisitions The significance of the new macadamia lease is highlighted in Figures 1 and 2. Rent is calculated on the cumulative capital base which is forecast to increase from $139m to $244m by the end of 2024 financial year (FY24). Consequently, the rent received by RFF from the lease, is forecast to double in FY24 and increase again in FY25. Cattle is another sector that RFM has previously identified as having desirable investment attributes. Two additional cattle properties were acquired by RFF during FY23. Wyseby, which adjoins the existing cattle property Rewan, will add approximately 14,000 ha of fertile land to this already highly productive farm. Also, a 28,000 ha cattle and cropping aggregation, Kaiuroo, was settled in FY23. RFM secured the acquisition in November 2021 and the development of this asset will now accelerate. Strategy update The macadamia developments and cattle property acquisitions provide good examples of RFM’s two primary methods to achieve higher returns for RFF’s Unitholders: higher and better use and productivity developments. The core business of RFF is renting agricultural assets. However during the early development phase of assets, some will be operated prior to leasing, which provides a source of income during this phase of ownership. RFM is working on several transactions, primarily focused on unleased assets. Negotiations on the leasing of two cotton farms continue to progress. RFM is also working with parties interested in Figure 1: Forecast rent capital base2 Figure 2: Forecast rent (FY23–FY25)3 300 200 ) m $ ( 100 0 $322 $328 $330 $309 $277 $244 $105 $139 $139 $33 $33 $13 $6 $2 FY23 FY24 FY25 FY26 FY27 FY28 FY29 20 15 ) m $ ( 10 5 0 $21 $16 $8 FY23 FY24 FY25 Rental capital base Cumulative capital base Forecast rent leasing the mature macadamia assets owned by the Fund. Material progress is expected on these transactions in FY24. We encourage our Unitholders to subscribe to and read our biannual newsletter which contains mid-year updates on the Fund. RFM is also reviewing non-core asset sales, which as outlined in the June edition of the biannual newsletter, will assist in managing RFF’s gearing within the target range of 30–35%. We also look forward to providing further updates as part of the half-year results in February 2024. In the interim, should you have any queries about your investment, we encourage you to contact our Investor Services team. Yours faithfully David Bryant Managing Director Rural Funds Management Limited Capital management and forecasts The macadamia developments present the most significant capital commitment for the Fund. RFM has arranged sufficient funding for the immediate capital expenditure through an increase to RFF’s debt facilities. As at 30 June 2023 the facilities had $156.8m headroom. As we entered a higher interest rate environment, RFM acquired additional interest rate hedges within the Fund. In FY24, 67.0% of debt will be either fixed or hedged, compared to 35.9% in FY23.4 As part of the full-year results released on 24 August 2023, RFM announced forecast FY24 AFFO of 11.2 cpu and distributions of 11.73 cpu. Conclusion Over the coming year, we will continue to focus on completing transactions to further improve earnings generation to support RFF’s distribution growth target of 4%. Kerarbury almond orchard, Riverina NSW, August 2023. 4 1. 2. 3. 4. Second stage of lease (1,800 ha) subject to completion of water supply infrastructure. Assumes development costs of $110,000/ha comprising approximately $90,000/ha (land, water, orchard development and planting) and $20,000/ha (capitalised establishment costs over 5 years). Rent earned on capital base dependent on timing of deployment throughout the relevant financial year. FY24 average hedges and total fixed debt facility divided by total facilities. FY23 based on actuals. 5 Riverton 424 ha1 Strategy Leasing model Maintain a majority of long WALE triple net leases of agricultural assets to high-quality lessees. Target distribution growth of 4% per annum. Acquisition considerations Preference agricultural sectors where: • low cost of production assets can be acquired or developed • Australia has a comparative advantage • RFM has operational experience. Seek appropriate diversification by agricultural sector and climatic zone. Target gearing range of 30–35%. Developments Seek improved leasing outcomes by developing assets for increased productivity or higher and better use. Both strategies aim to lift the value and income earning potential of an asset. Income may be generated during the development phase by operating assets prior to leasing. Portfolio metrics 1.8$ b adjusted total assets 67 properties 5 agricultural sectors and multiple climatic zones 13.9 yrs weighted average lease expiry (WALE) %79 FY24f income from corporate lessees $2.93 net asset value (NAV) per unit %52 2 lease indexation mechanisms CPI linked (by FY24f revenue) $157 m total debt headroom %67 3 portion of debt hedged and fixed % 35 gearing Includes planted area and area to be developed. Includes 29% CPI, 18% CPI (cap and collar) plus profit share, 3% CPI plus market rent review, 2% CPI (cap and collar) plus market rent review. FY24 average hedges and total fixed debt facility divided by total facilities. 1. 2. 3. 6 Riverton macadamia orchard, central Queensland, August 2023. 7 Results highlights Portfolio overview Property revenue increased 10.6% FY23 results in line with prior forecasts Asset map Listed or corporate lessees1 up $7.9m to $81.8m primarily due to rental income earned on macadamia developments, as a result of a 40-year lease entered into during the year. including distributions per unit (DPU) of 11.73 cents and adjusted funds from operations (AFFO) of 10.7 cpu. Earnings of 30.1 cents per unit (cpu)1 FY24 forecast AFFO growth of 4.7% driven by property revenue and asset revaluations. to 11.2 cpu and forecast distributions of 11.73 cpu. Adjusted net asset value (NAV) increased 8.9% up $0.24 to $2.93 per unit, benefiting from externally revalued assets. External revaluations increases in FY232 For more detailed information, scan to access the RFF FY23 financial results presentation and webinar. Almonds $47.1m 11.7% Cropping $6.8m 6.5% Cattle $26.1m 9.8% Vineyards $1.6m 2.7% Macadamias $21.9m 14.4% QLD Value: $878.2m Properties: 49 Sectors: NSW Value: $525.7m Properties: 8 Sectors: VIC Value: $56.2m Properties: 2 Sectors: WA Value: $33.9m Properties: 3 Sector: SA Value: $56.9m Properties: 5 Sector: For more detailed information, scan to access the interactive portfolio map. Lessees Sector % FY24f income Almonds Macadamias Cattle Almonds Cattle Cattle Vineyards Cattle 22% 16% 10% 9% 6% 6% 5% 5% 1. 2. Based on Total Comprehensive Income. Revaluation movement ($ and %). Excludes Directors’ valuation of water entitlements (value $116.2m, movement -$6.3m). FY24f revenue by sector2 Weighted average lease expiry (WALE)3 3% 5% 11% 15% Cattle 34% Almonds Macadamias Cropping Vineyards ) m $ ( e u n e v e r f 4 2 Y F 18.0 16.0 14.0 12.0 10.0 8.0 6.0 4.0 2.0 0.0 13.9 yrs WALE 32% FY24 FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 FY37 FY38 FY42 FY46 FY63 1. 2. 3. Income from JBS includes lease income from feedlots and Guarantee fee income from J&F Australia Pty Ltd. TRG (The Rohatyn Group) lessee is a joint venture between TRG and a global institutional investor. Figures subject to rounding. Includes AFFO contribution from farming operations from owner-occupied properties including Swan Ridge, Moore Park, Beerwah and Bauple –macadamias; unleased Maryborough properties –sugar cane; Baamba Plains –cropping; Yarra, Cerberus and Kaiuroo–cattle. Light blue portion of pie chart (3%) is ‘other’. Weighted average lease expiry, calculated as the FY24 forecast rent and the year of lease expiry. Excludes J&F Australia guarantee fee, income from annual water allocation sales, operating income from owner occupied properties and other income. 8 Cattle grazing at Yarra, central Queensland, February 2023. 9 Sustainability RFM seeks to operate in a sustainable manner by considering the impact of its activities on the environment, the people within the business and the local communities where we operate. As an externally managed fund, RFF adopts the Sustainability Policy of the Responsible Entity, RFM. Applying sustainable practices is in the best interest of investors and the environment, and RFM believes that good environmental practices typically produce good farming outcomes. Environmental sustainability is defined as responsible stewardship of natural systems and resources. RFM's farming activities are dependent on using these natural systems and resources. To ensure sustainable productivity now and into the future, we recognise it is important that these assets are managed appropriately. RFM’s business is also dependent on its people and other stakeholders, such as the communities in which the company operates. Social aspects of sustainability consider the impact of our activities on these stakeholders. Appropriate governance is another important element of sustainability, please refer to the Corporate Governance Statement for further information on this aspect. RFM aims to provide information to investors about sustainability initiatives relevant to RFF. During FY23, continued progress was made on commitments outlined in the FY22 Annual Report. Key initiatives and progress on commitments are presented on the following pages. FY23 highlights Governance Carbon feasibility studies • Implementation of a Sustainability Policy considering environmental and social aspects. • Updated Risk Management Policy to include climatic considerations. GHG emissions • Greenhouse gas (GHG) emissions quantification.1 • Improved knowledge of emissions profile and data capture processes. Sustainability reporting progress • Continued review of evolving sustainability reporting. • Engaged with multiple lessees to carry out carbon sequestration feasibility analysis. Diversity • Formalised target of 40% female representation on the RFM Board by 2026. Community engagement • Engaged with and supported several groups throughout the year. Safety • Implemented ongoing improvements to the safety management system. Cattle at Yarra where productivity improvements are seeking higher average daily weight gains and lower emissions intensity, central Queensland, February 2023. 1. Scope 1 and Scope 2 emissions for assets owned for the entirety of FY23 for which RFF receives the operational proceeds. 10 11 11 Sorghum under water efficient pivot irrigation, Lynora Downs, central Queensland, April 2023. Progress of sustainability focus areas As part of the development of the Sustainability Policy, RFM identified a number of environmental and social focus areas. Progress achieved in FY23, and future actions in these areas are presented below: Focus area FY23 progress Future actions Focus area FY23 progress Future actions Environment: Responsible consumption and production Projects Projects and initiatives 1 • Second year of macadamia orchard monitoring program. • Continue macadamia program, project and trial. • Two macadamia progeny field trials planted. • Recycling project on macadamia irrigation installation. Environment: Protecting land and water Certifications Projects and initiatives 1 • Awarded accreditation with Hort360 • Finalise myBMP Certification. Reef Certification. • Commenced myBMP Certification. Environment: Climate change and climate-related risk management Governance • Implementation of Sustainability Policy considering environmental and social aspects. • Review and update of relevant policies as required. Scope 1 and Scope 2 emissions Projects and initiatives 2 Carbon project feasibility Projects and initiatives 3 Sustainability reporting Projects and initiatives 4 Resourcing and oversight • Updated Risk Management Policy to include climatic considerations. • Quantified Scope 1 and Scope 2 emissions from assets for which RFF receives the operational proceeds. Improved internal knowledge of RFF emissions profile. • • Developed internal processes for primary data capture for ongoing emissions analysis. • Engaged with multiple lessees to carry out carbon sequestration project feasibility analysis, specifically, environmental plantings, human induced regeneration, and soil carbon. • Submission of two carbon abatement project applications with the Clean Energy Regulator, which are now conditionally registered. • Reviewed evolving sustainability reporting standards. • Dedicated resource for sustainability analysis and reporting. • Established sustainability as a responsibility within the leadership team. • Quantify appropriate Scope 1 and Scope 2 emissions to enable comparison. • Utilise cattle supplement program and deep-rooted perennial pastures with legumes on appropriate grazing assets, which can decrease emissions intensity. • Use of precision agricultural practices to optimise fertiliser application. • Continued review of carbon abatement opportunities. • Continue towards alignment with evolving sustainability reporting requirements. • Continue to improve internal processes to aid with ongoing reporting on sustainability topics. Social: Safety Health, safety, and wellbeing Projects and initiatives 5 • Ongoing improvements to safety management system. • Continue improvements to existing processes and standards. • Additional training. • Improved Employee Assistance Program service. Social: Diversity and inclusion Diversity, equity and inclusion Projects and initiatives 6 • Formalised target of 40% female • Ongoing review of relevant • representation on the RFM Board by 2026. Improved recruitment processes to establish gender-balanced shortlists whenever possible. processes. Social: Learning and development Training • Implemented additional training, including: – Mental health – Indigenous cultural awareness – Anti-discrimination and human rights – Emissions reporting – Diversity, equity, and inclusion – Workplace, health and safety. • Implement additional training focusing on identified areas including health, safety and wellbeing. Social: Community Engagement Projects and initiatives 7 Industry development • Engaged with a number of organisations to build community partnerships. • Expansion of partnerships with identified organisations. • Engaged with Advance Rockhampton – Rockhampton Regional Council and Queensland Agricultural Workforce Network (QAWN) through in-kind donation. • Participate in the AgCAREERSTART Program providing opportunities for multiple positions in the program across horticulture, livestock and cropping. Social: Governance Governance • Review of all policies and updates including: – Corporate Governance Statement – Risk Management Policy – Code of Conduct – Equal Employment Opportunity – Diversity Policy – Leave Policy. Implementation of Sustainability Policy. • • Review and update of all relevant • policies as required. Implement two new policies to formalise our employment practices: – Sexual Harassment Policy – Reward and Recognition Policy. Renewable energy • Converted nine bore pumps from diesel to solar energy. • Continue to explore renewable energy options where viable. Projects and initiatives Please see the following pages for more details on the projects and initiatives. 12 13 Projects and initiatives 1. Responsible production and consumption projects RFM recognises that the sustainability of natural resources is linked to responsible consumption and production. We seek to minimise environmental impacts by improving resource efficiency and reducing waste and pollution, aligning with our aim to produce more with less. The following are key examples of our initiatives in this area. • Orchard monitoring program: The program is in its second year of operation and was expanded to include additional Permanent Samples Plots (PSP). The PSP provide data to improve precision agronomic management concerning nutrient efficiency and yield. • Progeny trial: In collaboration with The University of Queensland, the trial seeks to develop resource efficient macadamia cultivars capable of producing higher yields and high-quality nuts. Trees planted in Maryborough and Rockhampton in FY23. • Polyethylene pipe recycling: Included as part of the installation of an irrigation pipeline to supply water from the Fitzroy River to several water storages within the macadamia developments. The recycling program reduced waste from pipe welding. Believed to be a first of its kind, the project is estimated to recycle approximately 18 cubic metres of polyethylene plastic shavings which would otherwise have become landfill. • myBMP Certification: Occurring on cotton properties, the certification focuses on farm- level improvements to promote sustainable production through efficient water use, water storage and water quality as well as maintaining and enhancing soil structure and fertility. • Hort360 Reef Certification: The certification attained for Bundaberg macadamia orchards promotes standards to protect sensitive marine environments such as the Great Barrier Reef from potential run-off, including sediment and fertiliser. Video equipped drone used to locate cattle as part of muster process, Cerberus, central Queensland, May 2023. 2. Emissions quantification RFM quantified RFF’s FY23 Scope 1 and Scope 2 emissions in accordance with the Australian National Greenhouse Gas Inventory (NGGI) method. As an agricultural real estate investment trust, most of RFF’s assets are subject to triple-net leases. RFM does not have operational control over these types of assets and the emissions are the responsibility of lessees. Therefore, the emissions quantified are for properties for which RFF receives the operating proceeds.1 As assets are usually operated by RFF during their initial development phase, the pool of operated assets are likely to change year-to-year. However, quantification enables RFM to better understand the emission profiles across invested agricultural sectors and better incorporate emission considerations into management decisions. Quantification and potential reduction strategies were presented to RFM’s senior management team. Emissions were primarily generated by methane from cattle, and fuel and fertiliser from cropping. Activities which seek to address these emissions include: • Herd management practices to improve livestock feed utilisation and breeding efficiency to improve weight gains and reduce methane emissions per kilogram produced. • Establishment of deep-rooted perennial pastures with a mix of legumes which improves weight gains and reduces enteric fermentation emissions. Installation of solar energy where feasible. • • Precision agricultural management to promote informed decisions about land use and management, such as fertiliser application. Macadamia orchard monitoring program PSP including communications, vapour pressure deficit sensor, sap flow meter and soil moisture sensor at Riverton, central Queensland, September 2023. Polyethylene waste recycling program during installation of the rising main pipeline, Rookwood Farms, central Queensland, July 2023. 14 15 1. Sectors and properties include: cattle (Yarra and Cerberus), cropping (Baamba Plains, Maryborough sugarcane properties) and macadamia orchards (Beerwah and Bauple). Mustering cattle at Mutton Hole station, Carpentaria, northern Queensland, July 2021. 4. Sustainability reporting update This year, the International Sustainability Standards Board (ISSB) issued two sustainability reporting standards, IFRS S1 and IFRS S2, relating to sustainability disclosure. Locally, The Treasury of the Australian Government has carried out consultation on climate-related financial disclosure. Based on these consultation papers, climate-related disclosure is likely to become mandatory, with mandated reporting potentially commencing for the largest entities from 2024/25 onwards. At this stage, RFF is likely to be part of cohort 3 (2027/2028) for mandatory reporting. As part of the FY22 Annual Report RFM presented how climate- related risks and opportunities were considered using the Taskforce on Climate-related Financial Disclosure framework. During FY23, further progress towards aligning with sustainability reporting frameworks by establishing emissions and updating policies and procedures. RFM will continue towards alignment with evolving sustainability reporting requirements. 3. Carbon projects RFM continued to conduct due diligence, profiling the risks and opportunities across the available Australian carbon credit methodologies. We engaged with multiple lessees to carry out carbon sequestration project feasibility analysis for environmental plantings, human induced regeneration, and soil carbon. Two applications were submitted with the Clean Energy Regulator (CER) for carbon abatement projects on cattle properties under the Human-Induced Regeneration Method. These projects are now conditionally registered. The projects will establish forest cover through assisted regeneration on land that has not had forest cover for at least the last ten years. RFM will continue to assess projects with the potential to benefit RFF and/or it’s lessees. Staff at Riverton undertaking routine maintenance, central Queensland, September 2023. 5. Safety The safety of RFM employees and contractors is a priority. RFM supports, promotes, and protects the health, safety and wellbeing of employees. A culture of safety is fostered through our management system that is focused on precision and practicality. These principles are promoted through our online platform which includes policies, procedures, risk assessments, meetings, machinery inspections and other safety tasks. Throughout the year the implementation of the online platform was significantly broadened. Improved approaches to safety are monitored on an ongoing basis and all incidents are reported monthly to the Board. Safety obligations are also included in RFF lessee agreements. RFM corporate staff, Canberra office, September 2023. 6. Diversity, equity and inclusion RFM values its employees and recognises them as one of its greatest assets. We are committed to maintaining gender balance throughout the organisation and ensuring equity across genders in respect of remuneration, benefits and equal work. We aim to attract people with diverse skills, experience and backgrounds, and create a fair and flexible working environment that promotes personal and professional growth. RFM has committed to achieving 40% female participation on the RFM Board by 2026 and continues to aim for gender balanced shortlists in recruitment whenever possible. RFM's corporate team consists of 46% female representation and we continually strive to provide opportunities and improve the gender balance in our operational and corporate teams. See RFM website for further details. 7. Community partnerships RFM continues to engage and provide support to organisations connected to the agricultural industry, regional service providers, community groups, and organisations linked to our employees, including: • Hartley Lifecare: supported accommodation for people with disabilities. • Yoorana: Maryborough based womens domestic violence and resource service. • Queensland Agricultural Workforce Network: Queensland Government program. • Tahen Project: RFM project to mentor Cambodian farmers in the village of Tahen to develop a sustainable and diversified agricultural enterprise. • AgCAREERSTART: program introducing young Australians to the agriculture industry. More information is available on the RFM website. 16 17 ASX additional information Additional information required by the ASX Limited (ASX) Listing Rules and not disclosed elsewhere in this report is set out below. This information is effective as at 11 September 2023. Distribution of equity securities Holding size 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Unitholders 5,047 6,488 2,845 4,046 191 Class Ordinary fully stapled securities Ordinary fully stapled securities Ordinary fully stapled securities Ordinary fully stapled securities Ordinary fully stapled securities Substantial Unitholders1 Unitholder The Vanguard Group, Inc Argo Investments Limited Number of units 32,584,896 19,260,565 % 9.7% 5.0% Holders of less than marketable parcels The number of holders of less than marketable parcels, being $500 based on the ASX unit closing price of $2.01 as at 11 September 2023 is set out below: Number of Unitholders 1,189 Number of units 127,169 Voting rights The voting rights attaching to the ordinary units, set out in section 253C of the Corporations Act 2001, are: (i) On a show of hands, each member of a registered scheme has one vote; and (ii) On a poll, each member of the scheme has one vote for each dollar of the value of the total interests they have in the scheme. The 20 largest Unitholders Unitholder HSBC Custody Nominees Australia Limited J P Morgan Nominees Australia Pty Limited Argo Investments Limited Citicorp Nominees Pty Ltd Rural Funds Management Ltd National Nominees Limited BNP Paribas Noms Pty Ltd Netwealth Investments Limited Bryant Family Services Pty Ltd Number of units % 62,394,893 16.159% 55,276,823 14.315% 21,282,657 5.512% 14,875,591 3.852% 11,843,659 3.067% 8,825,436 2.286% 8,387,770 2.172% 3,793,025 0.982% 3,768,012 0.976% One Managed Investment Funds Ltd 2,800,722 0.725% BNP Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd SCCASP Holdings Pty Ltd BNP Paribas Nominees Pty Ltd Charter Hall Wholesale Management LTD ATF DVAP3 Boskenna Pty Ltd Netwealth Investments Limited BNP Paribas Nominees Pty Ltd ACF Clearstream DGMH Super Pty Ltd Citicorp Nominees Pty Ltd Bond Street Custodians Limited 2,000,140 0.518% 1,663,073 0.431% 1,644,210 0.426% 1,387,615 0.359% 1,353,044 0.350% 1,235,658 0.320% 1,231,641 0.319% 1,014,497 0.263% 993,827 0.257% 823,985 0.213% On-market buy-back RFF confirms there is no on-market buy-back facility in operation. Securities exchange The Fund is listed on the ASX. The ASX reserves the right (but without limiting its absolute discretion) to remove Rural Funds Trust (RFT), or RF Active (RFA) from the official list if any of their securities cease to be “stapled” together, or any securities are issued by RFA which are not stapled to equivalent securities in RFT, or any securities are issued by RFT which are not stapled to equivalent securities in RFA. 1. Based on the latest substantial holder notice lodged with the ASX. 18 19 Financial Statements for the year ended 30 June 2023 Rural Funds Group Contents Contents Corporate Directory Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Net Assets Attributable to Unitholders Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Additional Information for Listed Public Entities 21 22 33 34 36 38 39 40 88 89 1 2 13 14 16 18 19 20 68 69 76 Rural Funds Group Corporate Directory Registered Office Responsible Entity Directors Level 2, 2 King Street DEAKIN ACT 2600 Rural Funds Management Limited ABN 65 077 492 838 AFSL 226701 Level 2, 2 King Street DEAKIN ACT 2600 Ph: 1800 026 665 Guy Paynter David Bryant Michael Carroll Julian Widdup Andrea Lemmon Company Secretary Emma Spear Custodian Auditors Share Registry Bankers Certane CT Pty Limited ACN 106 424 088 Level 6, 80 Clarence Street SYDNEY NSW 2000 PricewaterhouseCoopers One International Towers Sydney Watermans Quay BARANGAROO NSW 2000 Boardroom Pty Limited Level 8, 210 George Street SYDNEY NSW 2000 Ph: 1300 737 760 Australia and New Zealand Banking Group Limited (ANZ) 242 Pitt Street SYDNEY NSW 2000 Cooperatieve Rabobank UA Darling Park Tower 3 201 Sussex Street SYDNEY NSW 2000 National Australia Bank (NAB) Level 6, 2 Carrington Street SYDNEY NSW 2000 Stock Exchange Listing Rural Funds Group units (Rural Funds Trust and RF Active form a stapled investment vehicle) are listed on the Australian Securities Exchange (ASX) ASX Code RFF 20 1 21 Rural Funds Group Directors’ Report 30 June 2023 Rural Funds Group (RFF or the Group) comprises the stapled units in two Trusts, Rural Funds Trust (RFT) (ARSN 112 951 578) and RF Active (RFA) (ARSN 168 740 805) (collectively, the Trusts). The Directors of Rural Funds Management Limited (RFM) (ACN 077 492 838, AFSL 226701), the Responsible Entity of Rural Funds Group present their report on the Group for the year ended 30 June 2023. In accordance with AASB 3 Business Combinations, the stapling arrangement referred to above is regarded as a business combination and Rural Funds Trust has been identified as the parent for the purpose of preparing the consolidated financial report. The Directors’ report is a combined report that covers both Trusts. The financial information for the Group is taken from the Consolidated Financial Statements and notes. Directors The following persons held office as Directors of the Responsible Entity during the year and up to the date of this report: Guy Paynter David Bryant Michael Carroll Julian Widdup Andrea Lemmon Non-Executive Chairman Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Principal activities and significant changes in state of affairs The principal activity of the Group during the year was the development and leasing of agricultural properties. The Group is a lessor of agricultural property with revenue derived from leasing almond orchards, macadamia orchards, vineyards, cattle properties, cropping properties, agricultural plant and equipment, cattle and water rights. The Group also carries out farming operations on an interim basis for unleased properties and properties under development. The Group also provides a guarantee to J&F Australia Pty Ltd (J&F), a wholly owned subsidiary of RFM, earning a return equivalent to an equity rate of return calculated on the amount of the guarantee during the year. The following activities of the Group changed during the year: In July 2022, the Group acquired Brooklands, a 972ha property west of Rockhampton in Central Queensland for $6.2m including transaction costs. The property will be incorporated as part of Rookwood Farms. In August 2022, the Group acquired Greenfields, a 229ha property west of Rockhampton in Central Queensland for $3.1m including transaction costs. The property will be incorporated as part of Rookwood Farms. In September 2022, the Group entered into an agreement to lease up to 3,000ha of macadamia orchards to a company managed by The Rohatyn Group (TRG) on behalf of a joint venture between TRG and a global institutional investor. The lease commenced in January 2023. In November 2022, the Group completed the disposal of Dohnt, a 37ha vineyard located in Coonawarra, South Australia for $0.6m. In December 2022, the Group increased its available core debt to $670,000,000 (2022: $520,000,000). The facility limit on the $110,000,000 tranche expiring in November 2023 was increased to $260,000,000 and extended to November 2025. In April 2023, the Group acquired 412 Macgroves in the 2007 Macgrove Project. In June 2023, the Group acquired the remaining 167 Macgroves in the 2007 Macgrove Project. The 2007 Macgrove Project was in the business of growing, harvesting and marketing of macadamia nuts to be sold for processing and consumption in Australia and internationally. The 2007 Macgrove Project operated on the Group’s Swan Ridge and Moore Park properties. The 2007 Macgrove Project was subsequently wound up in July 2023. Following the wind up, the Group will operate the macadamia orchards on these properties. In April 2023, the Group acquired Kaiuroo, a 27,879ha property north-west of Rockhampton in Central Queensland for $74.0m including plant and equipment and transaction costs. 22 2 Rural Funds Group Directors’ Report 30 June 2023 In June 2023, the Group acquired a property adjoining the Rewan cattle property, Wyseby, as a tenant-in-common arrangement (57.25% ownership) for $37.0m including transaction costs. The total property is 18,500ha located south-west of Rockhampton in Central Queensland. In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group during the year. Operating results The consolidated net profit after income tax of the Group for the year ended 30 June 2023 amounted to $94,498,000 (2022: $209,136,000). The consolidated total comprehensive income of the Group for the year ended 30 June 2023 amounted to $115,521,000 (2022: $210,206,000). The Group holds investment property, bearer plants, owner-occupied property and derivatives at fair value. After adjusting for the effects of unrealised fair value adjustments, depreciation, impairments and non-cash tax expense, and one-off transaction costs during the year, the profit would have been $41,077,000 (2022: $44,215,000), representing adjusted funds from operations (AFFO). Adjusted funds from operations (AFFO) The adjusted funds from operations (AFFO) calculated below effectively represents the underlying and recurring cash earnings from the Group’s operations from which distributions are funded: Net profit before income tax Property related Change in fair value of investment property Change in fair value of bearer plants Impairment of property - owner occupied Impairment of intangible assets Depreciation - bearer plants Depreciation and impairments - other Gain on sale of assets Farming operations Change in fair value of biological assets (unharvested crops not realised and unsold cattle) Change in fair value of biological assets (prior year biological assets realised during the year) Macgrove acquisition Impairment of goodwill - Macgrove acquisition Loss on settlement of pre-existing relationship - Macgrove acquisition Gain on bargain purchase - Macgrove acquisition Revenue items Rental revenue - prepaid rent (TRG) Lease incentive amortisation (TRG) Straight-lining of rental revenue Interest component of JBS feedlot finance lease Other Change in fair value of financial assets/liabilities Change in fair value of interest rate swaps Income tax payable (AWF) AFFO AFFO cents per unit 2023 $'000 94,171 (61,106) (2,475) 3,202 247 9,583 2,838 (802) 1,505 1,819 195 1,281 (440) 6,050 9 (1,470) (4,187) (156) (8,930) (257) 41,077 10.7 2022 $'000 210,463 (123,191) 4,103 912 1,059 5,533 1,634 (320) (1,819) 814 - - - - - 735 (3,187) (669) (51,852) - 44,215 11.7 3 23 Rural Funds Group Directors’ Report 30 June 2023 Financial position The net assets of the consolidated Group have increased to $993,159,000 at 30 June 2023 from $917,011,000 at 30 June 2022. At 30 June 2023, the Group had total assets of $1,671,009,000 (2022: $1,403,829,000). At 30 June 2023, the Group held total water entitlements (including investments in Barossa Infrastructure Limited (BIL) and Coleambally Irrigation Co-operative Limited (CICL)) at a book value of $178,972,000 (2022: $169,663,000). Directors obtain independent valuations on RFF properties ensuring that each property will have been independently valued at least every two years or more often where appropriate. These valuations attribute a value to the water entitlements held by the Group. The Directors have taken into account the most recent valuations on each property and consider that they remain a reasonable estimate of fair value. On this basis the fair value of water entitlements at 30 June 2023 was $314,486,000 (2022: $279,979,000). The value of water entitlements is illustrated in the table overleaf: Intangible assets (water entitlements) Investment in CICL Investment in BIL Total book value of water entitlements Revaluation of intangible assets per valuation Adjusted total water entitlements Adjusted net asset value 2023 $'000 166,988 11,464 520 178,972 135,514 314,486 2022 $'000 157,679 11,464 520 169,663 110,316 279,979 The following depicts the net assets of the Group following the revaluation of water entitlements comprising intangible assets and investments in BIL and CICL per these valuations. Net assets per Consolidated Statement of Financial Position Revaluation of intangible assets per valuation Adjusted net assets Adjusted NAV per unit ($) Property leasing 2023 $'000 993,159 135,514 1,128,673 2.93 2022 $'000 917,011 110,316 1,027,327 2.69 At 30 June 2023 the Group held 67 (2022: 67) properties as follows: • • • • • • 3 almond orchards (4,068 planted hectares); 6 vineyards (636 planted hectares); 13 macadamia orchards (1,906 planted hectares); 7 macadamia orchards currently being developed or with the potential to be developed into macadamia orchards (2.520 planted and planned hectares); 23 cattle properties made up of 18 breeding, backgrounding and finishing properties (721,863 hectares)* and 5 cattle feedlots with combined capacity of 150,000 head; 15 cropping properties (14,573 hectares). During the year ended 30 June 2023, the properties held by the Group recorded an increment in the fair value of investment properties of $61,106,000 (2022: $123,191,000), an increment in the fair value of bearer plants of $22,128,000 (2022: $5,446,000 impairment), an impairment of intangibles of $247,000 (2022: $1,059,000 impairment) relating to water entitlements and an impairment of property – owner occupied of $1,359,000 (2022: $374,000 increment) relating to properties carrying out various farming operations. * Area for Wyseby (held as tenant-in-common in the interest of 57.25%) excluded from number of hectares. Rural Funds Group Directors’ Report 30 June 2023 Property leasing (continued) Almond orchards The three fully established almond orchard properties (including water entitlements) are located in Hillston, NSW and Darlington Point, NSW and are leased to tenants who make regular rental payments. These encompass a planted area of 4,068 hectares (2022: 4,139 hectares): • Yilgah 935 planted hectares (2022: 1,006 hectares); • Tocabil 603 planted hectares (2022: 603 hectares); • Kerarbury 2,530 planted hectares (2022: 2,530 hectares). These properties are under lease to the following tenants: • Select Harvests Limited (SHV) 935 planted hectares (2022: 1,006 hectares); • Olam Orchards Australia Pty Limited (Olam) 3,133 planted hectares (2022: 3,133 hectares); The planted area of the Yilgah property decreased due to a loss of trees from floods to the area. For its almond orchards the Group owns water entitlements of 55,525ML (2022: 55,525ML) comprising groundwater, high security river water, general security river water, supplementary river water, and domestic and stock river water. In addition, the Group owns 21,430ML (2022: 21,430ML) of water delivery entitlements that provide access to water delivery through CICL, with a low annual allocation expected to be provided. Vineyards The vineyard properties held by the Group include six vineyards, with five located in South Australia, in the Barossa Valley, Adelaide Hills and Coonawarra regions, and one located in the Grampians in Victoria. For its vineyards, the Group owns 884ML of water entitlements (2022: 936ML). All vineyards are leased to Treasury Wine Estates Limited and produce premium quality grapes. All of the vineyards are leased until June 2026. Macadamia orchards Three established macadamia orchards are located near Bundaberg, Queensland and leased to the following tenants: • Swan Ridge and Moore Park, 234 hectares (2022: 234 hectares), located in Bundaberg leased to the 2007 Macgrove Project (M07). Following the wind up of M07, the properties will be operated by the Group. • Bonmac, 27 hectares (2022: 27 hectares), located in Bundaberg currently leased to RFM Farming. Beerwah and Bauple, 475 hectares (2022: 475 hectares) located in the Glass House mountains and Wide Bay regions of Queensland are unleased and currently operated by the Group. Swan Ridge South, located in Bundaberg, Queensland totalling 123 hectares (2022: 123 hectares) is under development to 40 hectares of planned macadamia plantings. The following initial properties are leased to a company managed by The Rohatyn Group: • Cygnet, located in Bundaberg, Queensland consists of 37 hectares (2022: 37 hectares) of newly established plantings. • Nursery Farm, located in Bundaberg, Queensland consists of 41 hectares (2022: 41 hectares) of newly • established plantings and a macadamia tree nursery, separately leased to another external party. Four properties located in Maryborough, Queensland, Glendorf, Charleville, Dowlings and Marriots totalling 1,335 hectares (2022: 1,335 hectares) are under development, consisting of 753 hectares of newly established macadamia plantings. • Riverton property 1,015 hectares (2022: 1,015 hectares), located in the Fitzroy region in Queensland is under development, consisting of 321 hectares of newly established plantings and 99 hectares of planned macadamia plantings. 24 4 5 25 Rural Funds Group Directors’ Report 30 June 2023 Property leasing (continued) Macadamia orchards (continued) Rural Funds Group Directors’ Report 30 June 2023 Property leasing (continued) Cropping property The following properties are currently under development: Cropping properties held by the Group comprise of: • Six properties located in Maryborough, Queensland totalling 1,188 hectares (2022: 1,188 hectares) with 661 • hectares of planned and planted macadamia plantings. The Rookwood Farms aggregation, totalling 4,136 hectares (2022: 2,452 hectares), located in the Fitzroy region in Queensland with 1,150 hectares of planned macadamia plantings. Cattle property Cattle properties held by the Group comprise of cattle breeding, backgrounding and finishing properties and cattle feedlots. • Rewan located near Rolleston in central Queensland 17,479 hectares (2022: 17,479 hectares); • Mutton Hole and Oakland Park located in far north Queensland 225,800 hectares (2022: 225,800 hectares); • Natal aggregation located near Charters Towers in north Queensland 390,600 hectares (2022: 390,600 hectares); • Comanche located in central Queensland 7,600 hectares (2022: 7,600 hectares); • Cerberus located north west of Rockhampton in central Queensland 8,280 hectares (2022: 8,280 hectares); • Dyamberin located in the New England region of New South Wales 1,728 hectares (2022: 1,728 hectares); • Woodburn located in the New England region of New South Wales 1,063 hectares (2022: 1,063 hectares); • Cobungra located in the East Gippsland region of Victoria 6,497 hectares (2022: 6,497 hectares); • Petro, High Hill and Willara located in Western Australia 6,196 hectares (2022: 6,196); • Yarra located south west of Rockhampton in central Queensland 4,090 hectares (2022: 4,090); • Homehill located north west of Rockhampton in central Queensland 4,925 hectares (2022: 4,925); • Coolibah and River Block located south west of Rockhampton in central Queensland 724 hectares (2022: 724 hectares); • Thirsty Creek located south west of Rockhampton in central Queensland 762 hectares (2022: 762 hectares); • Prime City, Mungindi, Caroona, Beef City and Riverina, 5 cattle feedlots with a combined capacity of 150,000 head (2022:150,000 head). • Kaiuroo, located north west of Rockhampton in central Queensland, 27,879 hectares (2022: 27,879 hectares). • Wyseby, held as tenant-in-common arrangement (57.25% interest), located south-west of Rockhampton in Central Queensland adjoining Rewan 14,071 hectares (2022: nil). The properties comprise a combined 663,374 hectares and are leased to the following tenants: • Australian Agricultural Company Limited, leasing Rewan, Comanche and Home Hill; • Cattle JV Pty Limited, a wholly owned subsidiary of RFM, leasing Mutton Hole and Oakland Park; • DA & JF Camm Pty Limited, a member of the Camm Agricultural Group, leasing the Natal aggregation; • Stone Axe Pastoral Company Pty Limited, leasing Dyamberin, Woodburn, Cobungra, Petro, High Hill and Willara; • Mort & Co Lot Feeder Pty Limited, leasing Coolibah, River Block and Thirsty Creek; and • Clarke Creek Energy Pty Limited, leasing a portion of Cerberus. • Caldwell Family (Milong) Pty Limited, leasing a portion of Wyseby. In addition to this, JBS Australia Pty Limited (JBS) leases the Prime City, Mungindi, Caroona, Beef City and Riverina feedlots. The remaining properties are not currently leased as at 30 June 2023. Cerberus, Yarra and Kaiuroo are currently being operated by the Group, allowing for capital development and improvement designed to improve the productivity of the properties while a long-term lessee is currently being sought. • Lynora Downs, a 4,963 hectare (2022: 4,963 hectare) cropping property located near Emerald, QLD is leased to Cotton JV Pty Limited (Cotton JV), a joint venture between RFM and Queensland Cotton Corporation Pty Limited (a subsidiary of Olam International Limited) until April 2027. • Mayneland, a 2,942 hectare (2022: 2,942 hectare) cropping property located 25 km north of Lynora Downs in central Queensland, currently under negotiation to be leased to RFM Farming Pty Limited (a wholly owned subsidiary of RFM) until 30 June 2024. A long-term lessee is being sought. • Baamba Plains, a 4,130 hectare (2022: 4,130 hectare) cropping property located 60 km south-east of Emerald in central Queensland. A capital development program has been designed to improve the productivity of the property. The property is currently operated by the Group on an interim basis while a long-term lessee is being sought. The 22 Maryborough properties located in Queensland, have potential to be developed into approximately 2,200 hectares of macadamia orchards. 12 of these properties are currently being leased out or owner occupied for various cropping operations. • Other activities The Group provides a $132,000,000 (2022: $132,000,000) limited guarantee to J&F Australia Pty Ltd (J&F). The guarantee is currently used to support $132,000,000 of J&F’s debt facility which is used for cattle purchases, feed and other costs associated with finishing the cattle on the feedlots, enabling J&F to supply cattle to JBS Australia Pty Limited (JBS) for its grain fed business. The guarantee earns a return for RFF equivalent to an equity rate of return which is calculated on the amount of the guarantee during the year. Breeder herd assets under finance lease of $16,621,000 (2022: $16,365,000) are leased to Cattle JV. Agricultural plant and equipment with a net book value of $2,244,000 (2022: $2,248,000) is owned by the Group and leased to Cattle JV and RFM Farming. Agricultural plant and equipment with a net book value of $24,801,000 (2022: $14,282,000) is used for the Group’s farming operations and macadamia developments. Banking facilities At 30 June 2023 the core debt facility available to the Group was $670,000,000 (2022: $520,000,000), with a drawn balance of $574,606,000 (2022: $455,100,000). The facility is split into two tranches with a $410,000,000 tranche expiring in November 2024 and a $260,000,000 tranche expiring in November 2025. At 30 June 2023, RFF had active interest swaps totalling 44.0% (2022: 40.2%) of the drawn balance to manage interest rate risk. Distributions Distribution declared 1 June 2022, paid 29 July 2022 Distribution declared 1 September 2022, paid 31 October 2022 Distribution declared 1 December 2022, paid 31 January 2023 Distribution declared 01 March 2023, paid 28 April 2023 Distribution declared 01 June 2023, paid 31 July 2023 Earnings per unit Net profit after income tax for the year ($'000) Weighted average number of units on issue during the year Basic and diluted earnings per unit (total) (cents) Cents per unit 2.9331 2.9325 2.9325 2.9325 2.9325 Total $ 11,219,540 11,233,192 11,250,718 11,268,192 11,285,919 94,498 383,760,812 24.62 26 6 7 27 Rural Funds Group Directors’ Report 30 June 2023 Indirect cost ratio Rural Funds Group Directors’ Report 30 June 2023 Indemnity of Responsible Entity and Custodian The indirect cost ratio (ICR) is the ratio of the Group’s management costs over the Group’s average net assets for the year, expressed as a percentage. In accordance with its constitution, Rural Funds Group indemnifies the Directors, Company Secretary and all other officers of the Responsible Entity and Custodian when acting in those capacities, against costs and expenses incurred in defending certain proceedings. Management costs include management fees and other expenses such as corporate overheads in relation to the Group, but do not include transactional and operational costs such as brokerage. Management costs are not paid directly by the unitholders of the Group. Rounding of amounts The Group is an entity to which ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 applies and accordingly amounts in the consolidated financial statements and Directors’ report have been rounded to the nearest thousand dollars. Information on Directors of the Responsible Entity Guy Paynter Qualifications Experience Non-Executive Chairman Bachelor of Laws from The University of Melbourne Guy is a former director of broking firm JB Were. Guy brings to RFM more than 30 years of experience in corporate finance. Guy is a former member of the Australian Securities Exchange (ASX) and a former associate of the Securities Institute of Australia (now known as the Financial Services Institute of Australasia). Guy’s agricultural interests include cattle breeding in the Upper Hunter region in New South Wales. Special responsibilities Member of Remuneration Committee. Directorships of other entities in the last three years listed None David Bryant Qualifications Experience Managing Director Diploma of Financial Planning from the Royal Melbourne Institute of Technology and Masters of Agribusiness from The University of Melbourne. David Bryant established RFM in February 1997 and leads the RFM team. RFM manages approximately $2.0 billion of agricultural assets. David focuses on strategic planning, maintaining key commercial relationships and sourcing new business opportunities. Special responsibilities Managing Director Directorships of other entities in the last three years listed None The ICR for the Group for the year ended 30 June 2023 is 1.65% (2022: 2.11%). Matters subsequent to the end of the year As at 30 June 2023 a borrowing facility provided to the Group relating to the Wyseby property was $24,455,000. At balance date, the facility was due to mature on 26 June 2024. Subsequent to the year end, this facility was extended to 26 September 2024. During the year ended 30 June 2023, the Group acquired all 579 Macgroves in the 2007 Macgrove Project which was in the business of growing, harvesting and marketing of macadamia nuts to be sold for processing and consumption. The 2007 Macgrove Project operated on the Group’s Swan Ridge and Moore Park properties. The 2007 Macgrove Project was subsequently wound up in July 2023. Following the wind up, the Group will operate the macadamia orchards on these properties. In August 2023, the Group received approval from the banking syndicate to reduce the interest cover ratio financial covenant from 2.00:1.00 to 1.50:1.00 with distributions permitted if the interest cover ratio is not less than 1.65:1:00 from 1 July 2023 to 30 June 2025. At 30 June 2023, the Group was in compliance with its banking covenants. No other matter or circumstance has arisen since the end of the year that has significantly affected or could significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years. Likely developments and expected results of operations The Group expects to continue to derive its core future income from the holding and leasing of agricultural property and water entitlements. Management is continually looking for growth opportunities in agricultural and related industries. Environmental regulation The operations of the Group are subject to significant environmental regulations under the laws of the Commonwealth and States or Territories of Australia. Water usage for irrigation, domestic and levee purposes, including containing irrigation water from entering the river, water course or water aquifer are regulated by the Water Management Act 2000. Responsibility of water licences that are leased to external parties then requires the tenant to meet the legislative requirements for these licences. There have been no known breaches of any environmental requirements applicable to the Group. Climate change risk RFM is aware of the potential risks that climate change could present to the Group’s assets. RFM has committed to a climatic diversification strategy in order to mitigate these risks. Some of the areas that RFM is focused on is the impact of emissions from Group’s assets, including carbon dioxide, methane, and nitrous oxide. The Group’s assets produce these emissions through its agricultural infrastructure and machinery, cattle assets and through the application of fertiliser. As part of RFM’s ongoing strategy to mitigate and improve climate related risks, RFM will continue to monitor emissions and seek to implement infrastructure and practice changes. RFM considers that climate change may present risks for the Group primarily in the form of residual risk of the Group’s assets at the end of the lease terms. These risks may be mitigated by how the assets are managed. External valuations consider these types of factors as well as other risks when determining the valuations of the assets. Units on issue 384,856,558 units in Rural Funds Trust were on issue at 30 June 2023 (2022: 382,514,759). During the year 2,341,799 units (2022: 42,614,203) were issued by the Trust and nil (2022: nil) were redeemed. 28 8 9 29 Rural Funds Group Directors’ Report 30 June 2023 Rural Funds Group Directors’ Report 30 June 2023 Information on Directors of the Responsible Entity (continued) Information on Directors of the Responsible Entity (continued) Michael Carroll Qualifications Experience Non-Executive Director Bachelor of Agricultural Science, La Trobe University and Master of Business Administration, Melbourne University Business School. Michael has also completed the Advanced Management Program, Harvard Business School and is a Fellow of the Australian Institute of Company Directors. Michael is currently the Chair of Viridis Ag Pty Limited, a Director of Paraway Pastoral Company Limited and Incitec Pivot Limited. Michael also runs his own cattle business in south west Victoria. Former board positions include the Australian Rural Leadership Foundation, Genetics Australia, Regional Investment Corporation, Select Harvests Limited, Elders Limited, Sunny Queen Australia Pty Limited, Tassal Group Limited, the Australian Farm Institute, Warrnambool Cheese and Butter Factory Company Holdings Limited, Queensland Sugar Limited, Rural Finance Corporation of Victoria, Meat and Livestock Australia and the Geoffrey Gardiner Dairy Foundation. Michael’s executive experience includes establishing and leading the National Australia Bank’s Agribusiness division and as a Senior Adviser in NAB’s internal investment banking and corporate advisory team. Prior to that Michael worked for Monsanto Agricultural Products and a biotechnology venture capital company. Special responsibilities Chairman of Audit Committee and Remuneration Committee Directorships of other entities in the last three years listed Incitec Pivot Limited Andrea Lemmon Qualifications Experience Diploma in Financial Planning from Deakin University Andrea was employed by RFM from its inception in 1997 until her retirement in October 2018. During her tenure with RFM, Andrea held a variety of senior executive roles and was responsible for overseeing RFM’s investment into the macadamia industry. From August 2020 until November 2022, Andrea was Chair of Marquis Macadamias Ltd, Australia’s largest macadamia processor and a non-executive Director of Marquis Marketing, the company responsible for marketing around 25% of the global macadamia crop. Andrea’s extensive experience consists of previously serving as a non-executive director of Perth Markets Limited and Market City Operator. Special responsibilities Member of Audit Committee and Remuneration Committee Directorships of other listed entities in the last three years None Interests of Directors of the Responsible Entity Balance at 30 June 2021 Additions Balance at 30 June 2022 Additions Balance at 30 June 2023 Guy Paynter David Bryant* Units 1,559,104 185,606 1,744,710 - 1,744,710 Units 15,238,034 1,087,428 16,325,462 619,000 16,944,462 Michael Carroll Units 218,402 36,338 254,740 12,668 267,408 Julian Widdup Units 115,765 19,261 135,026 6,714 141,740 Andrea Lemmon Units - 183,357 183,357 - 183,357 Michael held previous roles as Chairman of Elders Limited and Director of Select Harvests Limited. *Includes interests held by Rural Funds Management Limited as the Responsibly Entity. Non-Executive Director Company Secretary of the Responsible Entity Julian Widdup Qualifications Experience Bachelor of Economics, Master of Business Administration and University Medal from the Australian National University. Completed the Senior Executive Leadership Program at Harvard Business School. Fellow of the Institute of Actuaries of Australia and Fellow of the Australian Institute of Company Directors. Julian is currently a director of Equip Super, Screen Canberra and the Australian Catholic University. His former board positions include the Australian Catholic Superannuation Retirement Fund, Darwin International Airport, Alice Springs Airport, NZ timberland company Taumata Plantations, Regional Livestock Exchange Company, Merredin Energy power utility, Cultural Facilities Corporation, Victorian Agribioscience Research Facility, Casey Hospital and Mater Hospital. Julian has over 20 years’ experience in the financial services including as an executive director of Palisade Investment Partners, a partner of Access Capital Advisers, a consultant with Towers Perrin (now Willis Towers Watson) and previously worked in the Australian Government. Special responsibilities Member of Audit Committee and Remuneration Committee Directorships of other listed entities in the last three years None Emma Spear is RFM’s company secretary. Emma joined RFM in 2008, is a member of CPA Australia and is admitted as a Legal Practitioner of the Supreme Court of the ACT. Meetings of Directors of the Responsible Entity During the financial year 16 meetings of Directors (including committees of Directors) were held. Attendances by each Director during the year were as follows: Directors meetings Audit Committee meetings No. eligible to attend No. attended No. eligible to attend No. attended 13 13 13 13 13 13 12 12 10 12 - - 2 2 2 - - 2 2 2 Remuneration Committee meetings No. eligible to attend 1 - 1 1 1 No. attended - - 1 1 1 Guy Paynter David Bryant Michael Carroll Julian Widdup Andrea Lemmon Non-audit services Fees of $36,812 (2022: $35,647) were paid or payable to PricewaterhouseCoopers for compliance audit services provided for the year ended 30 June 2023. 30 10 11 31 Rural Funds Group Directors’ Report 30 June 2023 Auditor’s independence declaration The auditor’s independence declaration in accordance with section 307C of the Corporations Act 2001 for the year ended 30 June 2023 has been received and is included on page 13 of the financial report. 3333 The Directors’ report is signed in accordance with a resolution of the Board of Directors of Rural Funds Management Limited. David Bryant Director 24 August 2023 Auditor’s Independence Declaration As lead auditor for the audit of Rural Funds Group for the year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Rural Funds Group and the entities it controlled during the period. Rod Dring Partner PricewaterhouseCoopers Sydney 24 August 2023 32 12 PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 13 33 Rural Funds Group Consolidated Statement of Comprehensive Income For the year ended 30 June 2023 Rural Funds Group Consolidated Statement of Comprehensive Income For the year ended 30 June 2023 Total net profit after income tax for the year attributable to unitholders arising from: Rural Funds Trust RF Active (non-controlling interest) Total Total comprehensive income for the year attributable to unitholders arising from: Rural Funds Trust RF Active (non-controlling interest) Total Note 2023 $'000 2022 $'000 111,953 (17,455) 94,498 206,812 2,324 209,136 132,976 (17,455) 115,521 207,882 2,324 210,206 Earnings per unit Basic and diluted earnings per unit attributable to the unitholders: Per stapled unit (cents) Per unit of Rural Funds Trust (cents) Per unit of RF Active (cents) B4 B4 B4 24.62 29.17 (4.55) 55.29 54.68 0.61 Revenue Other income Management fee Asset management fee Property expenses Other expenses Finance costs Cost of goods sold - farming operations Property and other expenses - farming operations Gain on sale of assets Loss on settlement of pre-existing relationship - Macgrove acquisition Gain on bargain purchase - Macgrove acquisition Impairment of goodwill - Macgrove acquisition Depreciation and impairments - other Change in fair value of investment property Change in fair value of bearer plants Depreciation - bearer plants Impairment of intangible assets Impairment of property - owner occupied Change in fair value of biological assets - farming operations Change in fair value of interest rate swaps Change in fair value of financial assets/liabilities Net profit before income tax Income tax credit/(expense) Net profit after income tax Other comprehensive income: Items that will not be reclassified to profit or loss Revaluation increment - Bearer plants Revaluation increment - Property - owner occupied Income tax (expense)/benefit relating to these items Other comprehensive income for the year, net of tax Total comprehensive income attributable to unitholders Note B3 B3 G3 G3 C2 C3 C3 C5 C6 F4 D1 C3 C6 D1 2023 $'000 95,004 3,493 (8,558) (6,419) (3,165) (7,522) (17,281) (13,049) (5,408) 802 (1,281) 440 (195) (2,838) 61,106 2,475 (9,583) (247) (3,202) 513 8,930 156 94,171 327 94,498 19,653 1,843 (473) 21,023 115,521 2022 $'000 81,865 3,475 (6,850) (5,138) (3,457) (6,638) (11,186) (7,708) (1,745) 320 - - - (1,634) 123,191 (4,103) (5,533) (1,059) (912) 5,054 51,852 669 210,463 (1,327) 209,136 (1,343) 1,286 1,127 1,070 210,206 34 14 15 35 The accompanying notes form part of these financial statements. The accompanying notes form part of these financial statements. Rural Funds Group Consolidated Statement of Financial Position As at 30 June 2023 Rural Funds Group Consolidated Statement of Financial Position As at 30 June 2023 NET ASSETS ATTRIBUTABLE TO UNITHOLDERS Unitholders of Rural Funds Trust Issued units Asset revaluation reserve Retained earnings Parent entity interest Unitholders of RF Active Issued units Retained earnings Non-controlling interest Total net assets attributable to unitholders Note E7 F9 E7 2023 $'000 2022 $'000 459,078 70,265 468,034 997,377 6,834 (11,052) (4,218) 993,159 465,076 49,417 385,183 899,676 6,721 10,614 17,335 917,011 ASSETS Current assets Cash and cash equivalents Trade and other receivables Other current assets Assets held for sale Biological assets Inventories Income tax receivable Total current assets Non-current assets Investment property Plant and equipment - bearer plants Financial assets Intangible assets Property - owner occupied Plant and equipment - other Deposits Derivative financial assets Deferred tax assets Other assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Unearned income Interest bearing liabilities Derivative financial liabilities Distributions payable Total current liabilities Non-current liabilities Interest bearing liabilities Deferred tax liabilities Unearned income Other non-current liabilities Total non-current liabilities Total liabilities (excluding net assets attributable to unitholders) Net assets attributable to unitholders Note 2023 $'000 2022 $'000 F1 F2 F3 C8 F4 F5 D2 C2 C3 C4, E2 C5 C6 C7 C9 E3 D2 F3 F6 F7 E1 E3 E8 E1 D2 F7 F8 5,753 10,553 1,860 - 14,295 1,853 259 34,573 923,405 217,700 102,488 166,988 144,200 27,045 - 42,040 918 11,652 1,636,436 1,671,009 6,878 975 33,150 - 11,942 52,945 607,463 8,334 5,902 3,206 624,905 677,850 993,159 4,961 6,742 1,922 715 7,826 455 1,038 23,659 786,981 190,488 97,729 157,679 68,427 16,530 18,504 33,698 - 10,134 1,380,170 1,403,829 5,153 657 2,723 589 11,756 20,878 455,100 7,634 - 3,206 465,940 486,818 917,011 Total liabilities 1,403,829 *Water entitlements are held at cost less accumulated impairment in the Consolidated Statement of Financial Position in accordance with accounting standards. Refer to note B1 Segment information, for disclosure of the Directors’ valuation of water entitlements, which are supported by independent property valuations. 1,671,009 36 The accompanying notes form part of these financial statements. 16 17 37 The accompanying notes form part of these financial statements. Rural Funds Group Consolidated Statement of Changes in Net Assets Attributable to Unitholders For the year ended 30 June 2023 Rural Funds Group Consolidated Statement of Cash Flows For the year ended 30 June 2023 2023 Note Issued units $'000 Asset revaluation reserve $'000 Retained earnings $'000 Non- controlling interest $'000 Total $'000 Total $'000 Balance at 1 July 2022 465,076 49,417 385,183 899,676 17,335 917,011 D1 Other comprehensive income Total other comprehensive income Profit before income tax Income tax credit/(expense) Total comprehensive income for the year Transfer from property - owner occupied to investment property Transfer on disposal of bearer plants to retained earnings Issued units - - - - - - - 21,023 21,023 - - - - 21,023 21,023 - - 113,465 113,465 (19,294) (1,512) (1,512) 1,839 21,023 21,023 94,171 327 21,023 111,953 132,976 (17,455) 115,521 (148) 148 (27) 27 - - - - - - Units issued during the year Total issued units Distributions to unitholders E7 B5,E7 5,552 5,552 (11,550) - - - - - 5,552 5,552 113 113 5,665 5,665 (29,277) (40,827) (4,211) (45,038) Balance at 30 June 2023 459,078 70,265 468,034 997,377 (4,218) 993,159 2022 Note Balance at 1 July 2021 Other comprehensive income Total other comprehensive income Profit before income tax Income tax expense Total comprehensive income for the year Issued units Units issued during the year Issue costs D1 Total issued units E7 Distributions to unitholders B5,E7 Balance at 30 June 2022 Issued units $'000 Asset revaluation reserve $'000 Retained earnings $'000 Non- controlling interest $'000 Total $'000 Total $'000 380,440 48,347 206,767 635,554 12,990 648,544 - - - - - 1,070 1,070 - - - - 1,070 1,070 - - 1,070 1,070 207,143 207,143 3,320 210,463 (331) (331) (996) (1,327) 1,070 206,812 207,882 2,324 210,206 103,788 (2,770) 101,018 (16,382) - - - - - - - 103,788 (2,770) 101,018 2,061 105,849 (40) (2,810) 2,021 103,039 (28,396) (44,778) - (44,778) Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers (inclusive of GST) Interest received Finance income Finance costs Income tax received/(paid) Net cash inflow from operating activities Cash flows from investing activities Payments for investment property Payments for plant and equipment - bearer plants Payments for financial assets - property related Payments for intangible assets Payments for property - owner occupied Payments for plant and equipment Payments for deposits Payments for financial assets - other Payments for other assets Proceeds from sale of investment property Proceeds from sale of financial assets - property related Settlement of financial assets - property related Proceeds from sale of intangible assets Proceeds from sale of property - owner occupied Proceeds from sale of plant and equipment Proceeds from assets held for sale Acquisition of new business Distributions received Net cash outflow from investing activities Cash flows from financing activities Proceeds from issue of units Proceeds from borrowings Repayment of borrowings Distributions paid Note D2 G5 C2 C5 C6 C7 C9 G3 E7 2023 $'000 89,183 (57,609) 389 14,118 (17,281) 415 29,215 (80,266) (13,415) (420) (9,556) (54,743) (12,892) - - (1,518) 26 893 323 - - 361 530 (1,392) 40 2022 $'000 71,961 (37,080) 49 14,671 (11,186) (561) 37,854 (60,623) (40,028) (936) (46,093) (52,777) (10,438) (18,504) (4,427) (5,997) - - 18,205 581 3,283 458 1,621 - 65 (172,029) (215,610) 5,665 303,107 (120,317) (44,849) 143,606 792 4,961 5,753 103,039 378,220 (267,145) (43,044) 171,070 (6,686) 11,647 4,961 465,076 49,417 385,183 899,676 17,335 917,011 Net cash inflow from financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year F1 38 The accompanying notes form part of these financial statements. 18 The accompanying notes form part of these financial statements. 19 39 Rural Funds Group Notes to the Financial Statements 30 June 2023 A. REPORT OVERVIEW General information This financial report covers the consolidated financial statements and notes of Rural Funds Trust and its Controlled Entities including RF Active (Rural Funds Group, the Group or collectively the Trusts). Rural Funds Group is a for profit entity incorporated and domiciled in Australia. The Directors of the Responsible Entity authorised the Financial Report for issue on 24 August 2023 and have the power to amend and reissue the Financial Report. Items included in the financial statements of each of the Group entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. The separate financial statements and notes of the parent entity, Rural Funds Trust, have not been presented within this financial report as permitted by amendments made to the Corporations Act 2001. Parent entity information is included in section G4. Basis of preparation The Trusts have common business objectives and operate collectively as an economic entity known as Rural Funds Group. The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, and other authoritative pronouncements of the Australian Accounting Standards Board, the Corporations Act 2001 and the Trusts’ Constitution. The report has been prepared on a going concern basis. The significant accounting policies used in the preparation and presentation of these financial statements are provided below and are consistent with prior reporting periods unless otherwise stated. The financial statements are based on historical cost, except for the measurement at fair value of selected non-current assets, financial assets and financial liabilities. These financial statements are consolidated financial statements and accompanying notes of both Rural Funds Trust and RF Active. Rounding of amounts The Group is an entity to which ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 applies and accordingly amounts in the consolidated financial statements and Directors’ report have been rounded to the nearest thousand dollars. Principles of consolidation The consolidated financial statements include the financial position and performance of controlled entities from the date on which control is obtained until the date that control is lost. Intragroup assets, liabilities, income, expenses and cash flows relating to transactions between entities in the consolidated Group have been eliminated in full for the purpose of these financial statements. Appropriate adjustments have been made to the controlled entity’s financial position, performance and cash flows where the accounting policies used by that entity were different from those adopted by the consolidated entity. All controlled entities have a 30 June financial year end. Controlled entities In accordance with AASB 3 Business Combinations, Rural Funds Trust is deemed to control RF Active from the stapling date of 16 October 2014. Rural Funds Trust is considered to be the acquirer of RF Active due to the size of the respective entities and as the stapling transaction and capitalisation of RF Active was funded by a distribution from Rural Funds Trust that was compulsorily used to subscribe for units in RF Active. Rural Funds Group Notes to the Financial Statements 30 June 2023 Significant accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements, estimates and assumptions in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. The following are areas for which significant judgements, estimates or assumptions are made: Valuation of property related assets Independent valuations on the Group’s properties are obtained, ensuring that each property will have been independently valued every two financial years or more often where appropriate. Independent valuation reports assess and provide value for properties in their entirety. Significant judgement is applied in order to allocate the total property value, as disclosed in the independent valuation reports where applicable, to investment property, bearer plants and water entitlements. The allocation technique will vary depending on the nature of the lease arrangement. Where information is available, each component of the property, meaning the land and infrastructure, the trees and any water assets, disclosed in the financial statements as investment property, bearer plants and water entitlements, will be allocated on an encumbered (subject to lease) basis. If this information is not available, the valuation report may provide additional information, such as the summation basis of the unencumbered (not subject to lease) value, evidence of other market transactions and the analysis of those component parts, which along with other sources, including the nature of capital expenditure on the property, is used to determine the encumbered allocation to components. Significant judgement is applied as part of these allocations, which vary from property to property, given the individual circumstances of the leasing arrangements. The allocation technique may change to reflect the best estimate of fair value attributable to each component at reporting date. Allocation techniques are disclosed in Note C1. Estimation of useful lives of bearer plants The useful lives of bearer plants have been estimated by assessing industry data. The useful lives of bearer plants are disclosed in Note C3. Working capital The deficiency in working capital at 30 June 2023 is due to the timing of distributions and the classification of Wyseby debt as current as at balance date. Subsequent to the year end, the Wyseby debt facility was extended to 24 September 2024. Based on the forecast cash flows, the Group believes it can pay all its debts as and when they fall due for at least a minimum period of 12 months from the date of these accounts. The Group has headroom in its syndicated bank facility of $95.4m as at 30 June 2023 subject to compliance with the Group’s bank covenants. Comparative amounts Comparative amounts have not been restated unless otherwise noted. 40 20 21 41 f o s r o t c e r i D e h t s a d e i f i t n e d i n e e b s a h , s t n e m g e s g n i t a r e p o e h t f o e c n a m r o f r e p i g n s s e s s a d n a s e c r u o s e r g n i t a c o l l a r o f i l e b s n o p s e r s i o h w , r e k a m n o s c e d i i g n i t a r e p o f i e h c e h T l i d n a g n d o h h c a e ) s t n e m g e s e v i f : 2 2 0 2 ( s t n e m g e s e v i f n i t d e n e s e r p s r o t c e s l a r u t l u c i r g a n i y t r e p o r p d e h l p u o r G e h t , 3 2 0 2 e n u J 0 3 d e d n e r a e y e h t g n i r u D i l . y t i t n E e b s n o p s e R e h t , y t r e p o r p t n e m t s e v n i e d u c n l i s t e s s a y t r e p o r p t n e m g e S . e m o c n i t s e r e t n i d n a e m o c n i e c n a n i f , e m o c n i l a t n e r s e d u c n l i e u n e v e r t n e m g e S i . t n e m p u q e d n a y t r e p o r p l a r u t l u c i r g a g n s a e i l d e g a n a m e r a s r o t c e s e s e h t n i d e s i r o g e t a c t o n s t e s s a y t r e p o r p d n a e u n e v e R i . t n e m p u q e d n a t n a p d n a s t e s s a l l i a c n a n i f i , d e p u c c o r e n w o – y t r e p o r p , s t e s s a e b g n a t n i l i l , s t n a p r e r a e b s t n e m e t a t S i l a i c n a n F e h t o t p u o r G s d n u F l a r u R s e t o N 42 n o i t a m r o f n i t n e m g e S 1 B S T L U S E R . B 3 2 0 2 e n u J 0 3 a n o r e k a m l a t o T 0 0 0 $ ' 9 1 7 , 7 6 ) 0 5 0 , 6 ( ) 9 ( 9 8 3 0 7 4 , 1 0 8 1 , 3 1 5 0 3 , 8 1 4 0 0 , 5 9 3 9 4 , 3 2 0 8 ) 3 8 5 , 9 ( ) 2 0 5 ( 8 8 2 , 0 6 6 9 4 , 1 2 4 8 7 , 1 8 8 9 1 , 5 2 2 8 9 , 6 0 1 2 2 i n o s c e d i g n i t a r e p o f i e h c e h t y b d e w e v e r i e r a e s e h t s a s t n e m g e s l i a u d v d n i i o t d e t a c o l l a t o n e r a s e s n e p x e t c e r i d n i r o t c e r i d d n a s e i t i l i b a L i . l e v e l t e a r o p r o c a t a s t n e m e v o m n o i t a u l a v e r d n a e u n e v e r t n e m g e S i . s s a b t d e a d i l o s n o c - - - 0 0 0 $ ' 4 8 5 , 2 * r e h t O - 7 2 1 0 8 1 , 3 1 3 9 4 , 3 1 9 8 , 5 1 - - - - ) 8 9 7 , 4 ( ) 8 9 7 , 4 ( ) 3 1 3 , 1 ( ) 1 1 1 , 6 ( ) 9 ( 1 5 9 - - 4 5 0 0 0 $ ' 5 8 5 , 9 ) 0 5 0 , 6 ( - 0 8 1 3 5 , 4 ) 1 8 8 , 2 ( ) 3 8 1 ( 2 7 6 , 9 7 7 9 , 2 1 9 4 6 , 2 2 9 0 1 , 2 8 5 7 , 4 2 - - - - - - 0 0 0 $ ' 6 4 4 , 3 - 8 - 6 4 4 , 3 - ) 4 9 2 ( 8 4 1 , 4 8 4 1 , 4 8 3 6 , 2 6 8 7 , 6 0 0 0 $ ' 9 0 8 , 4 - - 3 8 1 - - - - 2 9 9 , 4 - 7 0 7 ) 1 4 9 ( 7 6 9 8 7 5 , 1 5 4 5 , 2 - 5 4 5 , 2 i s a m a d a c a M i g n p p o r C s d r a y e n V i e l t t a C 0 0 0 $ ' 1 3 9 , 7 1 - - 2 4 3 - 2 6 2 - 2 5 - 1 5 2 , 8 1 6 8 7 , 6 3 - ) 5 2 ( 6 8 0 , 6 2 6 8 0 , 6 2 - 6 8 0 , 6 2 0 0 0 $ ' 4 6 3 , 9 2 s d n o m A l - - ) 6 ( - - - - ) 5 4 ( 8 5 3 , 9 2 ) 1 6 7 , 5 ( - 8 0 9 , 0 2 6 4 2 , 0 1 4 5 1 , 1 3 4 6 7 , 1 2 8 1 9 , 2 5 e m o c n i i e v s n e h e r p m o c r e h t o h g u o r h t t n e m e r c n i n o i t l a u a v e R n o i t a u a v l s ' r o t c e r i d r e p s t n e m e l t i t n e r e t a w f o n o i t l a u a v e R n o i t a u a v e r l l a t o T . s t n e m e l t i t n e r e t a w f o e s a e l o t s e t a e r l e u n e v e r l a t n e r r e h O * t n o i t a u a v e r l l a t o T ) d e i p u c c o r e n w o ( y t r e p o r p - n o i t a i c e r p e D s s o l r o t i f o r p h g u o r h t e u a v l r i a f n i e g n a h C s t n a l p r e r a e b - n o i t a i c e r p e D l a s o p s i d n o ) s s o l ( / n a G i s n o i t a r e p o i g n m r a f m o r f e u n e v e R i d e v e c e r t s e r e t n I e m o c n i e c n a n F i e u n e v e r l a t o T e m o c n i r e h t O ) G R T ( i t n e r d a p e r p - e u n e v e r l a t n e R n o i t a s i t r o m a e v i t n e c n i e s a e L e u n e v e r l a t n e R 3 2 0 2 g n n i i l - t h g a r t s i - e u n e v e r l a t n e R e h T . s e i t r e p o r p k r a P d n a k a O d n a l l e o H n o t t u M , a r a l l i W , l l i H h g H i , o r t e P , n a w e R , a r g n u b o C e h t r o f s n o i t a u a v l l a n r e t x e e h t o t s e t a e r l l y e g r a l t n e m g e s e l t t a c e h t r o f n o i t l a u a v e R ) d e u n i t n o c ( s t n e m e v o m n o i t a u l a v e r d n a e u n e v e r t n e m g e S ) d e u n i t n o c ( n o i t a m r o f n i t n e m g e S 1 B s t n e m e t a t S i l a i c n a n F e h t o t p u o r G s d n u F l a r u R s e t o N 3 2 0 2 e n u J 0 3 . s n o i t c a s n a r t l l s e a s e b a r a p m o c y b d e t r o p p u s e r a h c h w s t n e m e v o m i t e k r a m o t e u d l i y n a m e r a s n o i t a u a v l l a n r e t x e e h t m o r f s t n e m e r c n i n o i t l a u a v e r t n e m e c n e m m o c e s a e l e v i t c e f f e e h T . p u o r G n y t a h o R e h T o t d e s a e l s e i t r e p o r p i a m a d a c a m r o f s n o i t a u a v l l a n r e t x e e h t o t s e t a e r l l y e g r a l t n e m g e s i a m a d a c a m e h t r o f n o i t l a u a v e R r e h O t . e s u r e t t e b d n a r e h g h i a o t s e i t r e p o r p e h t f o t n e m p o e v e d l i g n o g n o e h t d n a e s a e l e h t f o n o i t i n g o c e r e h t s t c e l f e r t n e m e r c n i n o i t a u a v e r l e h T . 3 2 0 2 y r a u n a J n i s a w e t a d . s n o i t c a s n a r t l s e a s l e b a r a p m o c y b d e t r o p p u s e r a i h c h w s t n e m e v o m t e k r a m o t e u d l i y n a m e r a l e p u a B d n a h a w r e e B r o f s n o i t a u a v l l a n r e t x e m o r f s t n e m e r c n i n o i t l a u a v e r t n e r f o n o i t a x e d n i e h t o t e u d e r a s t n e m e r c n i n o i t l a u a v e R . s e i t r e p o r p l i b a c o T d n a h a g l i Y , y r u b r a r e K e h t r o f s n o i t a u a v l l a n r e t x e e h t o t s e t a e r l t n e m g e s d n o m a l e h t r o f n o i t l a u a v e R y t i v i t c u d o r p d e s a e r c n i e h t s t c e l f e r s n o i t a u a v l l a n r e t x e e h t m o r f s t n e m e r c n i l n o i t a u a v e r e h T l . d n a e n y a M d n a s n w o D a r o n y L o t s e t a e r y e g r a l l l t n e m g e s g n p p o r c e h t i r o f n o i t l a u a v e R l a t o T 0 0 0 $ ' 7 8 1 , 5 5 9 4 ) 5 3 7 ( 9 0 9 , 7 5 5 4 , 9 1 5 6 8 , 1 8 5 7 4 , 3 0 2 3 ) 8 7 1 ( ) 3 3 5 , 5 ( ) 7 5 ( 6 8 7 , 7 1 1 9 2 7 , 7 1 1 8 3 1 , 0 2 7 6 8 , 7 3 1 3 2 r e h t O 0 0 0 $ ' 0 0 5 , 2 ) 4 1 ( 9 0 9 , 7 - - 5 7 4 , 3 5 9 3 , 0 1 - - - - 5 6 9 5 6 9 6 5 2 , 2 1 1 2 2 , 3 1 ) 6 ( - - 9 4 0 0 0 $ ' 2 4 3 , 1 - 2 7 5 8 3 , 1 ) 5 8 ( ) 2 1 5 , 1 ( ) 6 4 2 , 1 ( 0 0 6 ) 6 4 6 ( 1 0 4 , 1 5 5 7 - - - - 0 0 0 $ ' 0 4 4 , 4 - - - 0 0 0 $ ' 8 4 1 , 4 ) 8 1 2 ( 0 4 4 , 4 0 3 9 , 3 - - 8 4 2 ) 3 9 ( 6 0 7 , 3 6 8 2 , 1 2 9 9 , 4 6 1 1 , 1 8 0 1 , 6 - - - ) 3 1 2 , 1 ( ) 8 0 6 ( ) 6 5 7 , 3 ( ) 4 6 3 , 4 ( ) 4 6 ( ) 8 2 4 , 4 ( i s a m a d a c a M i g n p p o r C s d r a y e n V i . s n o i t c a s n a r t l l s e a s e b a r a p m o c y b d e t r o p p u s s t n e m e v o m t e k r a m d n a s t n e m p o e v e d l l a t i p a c m o r f l d n a e n y a M n o . r a e y e h t g n i r u d d e u a v l s e i t r e p o r p n o s l i a t e d r o f 1 C n o i t c e s o t r e f e R e l t t a C 0 0 0 $ ' ) 9 9 1 ( 7 7 2 , 4 1 - 9 4 6 0 4 , 9 1 3 3 5 , 3 3 - - - - - - 4 3 4 , 1 0 1 4 3 4 , 1 0 1 4 3 4 , 1 0 1 0 0 0 $ ' ) 8 9 2 ( 0 8 4 , 8 2 s d n o m A l - - - - - 2 8 1 , 8 2 ) 8 0 8 , 2 ( - 3 1 8 , 1 5 3 5 , 3 1 8 4 3 , 5 1 9 2 4 , 5 7 7 7 , 0 2 s n o i t a r e p o i g n m r a f - e c u d o r p l a r u t l u c i r g a f o l e a S i d e v e c e r t s e r e t n I e m o c n i e c n a n F i e u n e v e r l a t o T e m o c n i r e h t O i l a s o p s d n o n a G i e m o c n i i e v s n e h e r p m o c r e h t o h g u o r h t t n e m e r c n i n o i t l a u a v e R n o i t a u a v l s ' r o t c e r i d r e p s t n e m e l t i t n e r e t a w f o n o i t l a u a v e R n o i t a u a v e r l l a t o T n o i t a u a v e r l l a t o T ) d e i p u c c o r e n w o ( y t r e p o r p - n o i t a i c e r p e D s s o l r o t i f o r p h g u o r h t e u a v l r i a f n i e g n a h C s t n a l p r e r a e b - n o i t a i c e r p e D 43 g n n i i l - t h g a r t s i - e u n e v e r l a t n e R e u n e v e r l a t n e R 2 2 0 2 . s e t a r t n u o c s d i o t e s a e r c n i n a y b t e s f f o , s n o i t c a s n a r t l l e a s e b a r a p m o c y b d e t r o p p u s s t n e m e v o m t e k r a m d n a l a t o T 0 0 0 $ ' 5 0 4 , 3 2 9 0 0 7 , 7 1 2 5 2 8 , 3 9 8 8 9 , 6 6 1 , 0 0 2 4 4 1 5 4 0 , 7 2 4 1 5 , 5 3 1 , 3 6 1 3 7 5 , 1 7 7 6 , 8 0 7 , 1 6 4 8 , 7 9 3 2 5 , 6 0 8 , 1 l a t o T 0 0 0 $ ' 1 8 9 , 6 8 7 8 8 4 , 0 9 1 1 7 2 , 9 8 9 7 6 , 7 5 1 7 2 4 , 8 6 0 3 5 , 6 1 5 1 7 4 0 5 , 8 1 6 1 3 , 0 1 1 5 9 5 8 2 3 , , 1 1 1 9 8 3 4 , , 1 4 3 2 , 5 7 5 4 1 4 1 5 , , 1 Rural Funds Group 4 2 Notes to the Financial Statements 30 June 2023 B1 Segment information (continued) Net asset value adjusted for water rights d e t a c o l l a n U i s a m a d a c a M i g n p p o r C s d r a y e n V i - - - 0 0 0 $ ' - - 0 3 0 , 6 6 0 3 0 , 6 6 3 3 0 , 5 4 3 6 0 , 1 1 1 6 4 8 , 7 9 9 0 9 , 8 0 2 - - - - - - - 0 0 0 $ ' 2 3 0 , 1 7 2 3 0 , 1 7 6 4 3 , 6 4 4 3 2 , 5 7 8 7 3 , 7 1 1 2 1 6 , 2 9 1 0 0 0 $ ' 7 0 4 , 9 6 5 1 9 , 6 3 1 9 4 9 4 5 9 , 6 0 5 1 , 1 3 7 3 2 , 6 1 6 2 1 , 4 2 1 6 , 1 6 2 8 3 7 , 5 6 2 - - - 0 0 0 $ ' 0 4 4 , 3 8 - 6 6 9 , 1 1 0 3 8 , 0 5 5 0 2 , 6 7 4 5 , 3 1 4 4 , 2 5 1 8 8 9 , 5 5 1 0 0 0 $ ' 2 4 4 , 5 3 2 7 1 , 9 1 - - 3 0 7 0 0 5 - 6 6 2 , 5 7 1 8 , 5 5 3 8 0 , 1 6 0 0 0 $ ' 3 5 1 , 8 8 0 8 2 , 8 4 5 2 3 , 1 1 4 4 , 5 0 6 8 , 1 2 8 4 4 , 1 1 - - - 8 0 8 , 1 7 0 5 , 6 7 1 5 1 3 , 8 7 1 0 0 0 $ ' 1 3 9 , 8 8 - - 1 6 9 , 7 9 4 9 , 3 7 6 5 , 6 4 - - - 6 1 1 , 1 8 0 4 , 7 4 1 4 2 5 , 8 4 1 0 0 0 $ ' 7 2 7 , 5 3 0 6 2 , 7 1 - - 0 2 5 0 0 5 - 5 1 7 - 6 6 2 , 5 2 2 7 , 4 5 8 8 9 , 9 5 e l t t a C 0 0 0 $ ' 5 4 9 , 3 0 5 - 3 1 7 , 0 8 1 3 8 , 4 1 0 2 2 , 2 6 9 8 3 , 4 - - 8 9 0 , 6 6 6 8 9 0 , 6 6 6 0 0 0 $ ' 3 6 6 , 3 6 1 1 2 1 , 9 2 1 0 6 4 , 1 1 7 0 7 , 6 6 - 4 1 2 - 2 4 5 , 7 7 5 6 1 , 1 7 3 7 0 7 , 8 4 4 s d n o m A l e l t t a C 0 0 0 $ ' 0 9 0 , 3 3 4 - - 8 3 0 , 6 0 6 9 , 5 7 - 3 3 1 , 1 - - 4 0 5 , 8 1 5 2 7 , 4 3 5 5 2 7 , 4 3 5 0 0 0 $ ' 0 8 0 , 1 4 1 8 4 9 , 4 2 1 6 6 4 , 1 1 7 0 7 , 6 6 s d n o m A l - - - - - 0 8 7 , 5 5 1 0 2 , 4 4 3 1 8 9 , 9 9 3 5 1 3 , 8 7 1 4 2 5 , 8 4 1 8 8 9 , 9 5 5 2 7 , 4 3 5 1 8 9 , 9 9 3 d e t a c o l l a n U i s a m a d a c a M i g n p p o r C s d r a y e n V i 8 3 7 , 5 6 2 8 8 9 , 5 5 1 3 8 0 , 1 6 8 9 0 , 6 6 6 7 0 7 , 8 4 4 s t n e m e t a t S i l a i c n a n F e h t o t p u o r G s d n u F l a r u R s e t o N 44 ) d e u n i t n o c ( n o i t a m r o f n i t n e m g e S 1 B 3 2 0 2 e n u J 0 3 l s t n a p r e r a e b - i t n e m p u q e d n a t n a P l y t r e p o r p t n e m t s e v n I 3 2 0 2 s t e s s a t n e m g e S s t n u o c c a y r o t u t a t s r e p s t e s s a y t r e p o r p l a t o T i d e p u c c o r e n w o - y t r e p o r P i t n e m p u q e d n a t n a P l ) r e t a w ( s t e s s a i l e b g n a t n I d e t a e r l y t r e p o r p - s t e s s a l i a c n a n F i n o i t a u l a v s ' r o t c e r i d t a s t e s s a y t r e p o r p d e t s u d a j l a t o T s t n u o c c a y r o t u t a t s r e p s t e s s a r e h O t s t e s s a d e t s u d a j l a t o T l s t n a p r e r a e b - i t n e m p u q e d n a t n a P l y t r e p o r p t n e m t s e v n I 2 2 0 2 s t n u o c c a y r o t u t a t s r e p s t e s s a y t r e p o r p l a t o T i d e p u c c o r e n w o - y t r e p o r P i t n e m p u q e d n a t n a P l l e a s r o f l d e h s t e s s A s t i s o p e D ) r e t a w ( s t e s s a l i e b g n a t n I d e t a e r l y t r e p o r p - s t e s s a l i a c n a n F i n o i t a u a v l s ' r o t c e r i d r e p s t e s s a i l e b g n a t n i f o n o i t l a u a v e R n o i t a u l a v s ' r o t c e r i d t a s t e s s a y t r e p o r p d e t s u d a j l a t o T s t n u o c c a y r o t u t a t s r e p s t e s s a r e h O t s t e s s a d e t s u d a j l a t o T n o i t a u a v l s ' r o t c e r i d r e p s t e s s a l i e b g n a t n i f o n o i t l a u a v e R The chief operating decision maker of RFF assesses the segments on property asset values adjusted for water rights. RFF owns permanent water rights and entitlements which are recorded at historical cost less accumulated impairment losses. Such rights have an indefinite life and are not depreciated. The carrying value is tested annually for impairment as well as for possible reversal of impairment. If events or changes in circumstances indicate impairment, or reversal of impairment, the carrying value is adjusted to take account of impairment losses. The book value of the water rights (including investments in BIL and CICL recognised as financial assets) at 30 June 2023 is $178,972,000 (2022: $169,663,000). Independent valuations on the Group’s properties are obtained, ensuring that each property will have been independently valued every two years or more often where appropriate. Independent valuation reports assess and provide value for properties in their entirety. The independent valuation reports contain information with which judgement is applied in order to allocate values to investment property, bearer plants and water entitlements. The Directors have taken into account the most recent valuations on each property and consider that they remain a reasonable estimate and, on this basis, the fair value of water entitlements before deferred tax adjustments at 30 June 2023 was $314,486,000 (2022: $279,979,000) representing the value of the water rights of $135,514,000 (2022: $110,316,000) above cost. The following is a reconciliation of the book value at 30 June 2023 to an adjusted value based on the Directors’ valuation of the water rights which are assessed by the chief operating decision maker. Assets Total current assets Total non-current assets Total assets Liabilities Total current liabilities Total non-current liabilities Total liabilities (excluding net assets attributable to unitholders) Net assets attributable to unitholders Net asset value per unit ($) Per Statutory Consolidated Statement of Financial Position $'000 Revaluation of water entitlements per Directors' valuation $'000 34,573 1,636,436 1,671,009 - 135,514 135,514 52,945 624,905 677,850 993,159 2.57 - - - 135,514 0.36 Directors' valuation (Adjusted) $'000 34,573 1,771,950 1,806,523 52,945 624,905 677,850 1,128,673 2.93 25 45 Rural Funds Group Notes to the Financial Statements 30 June 2023 B1 Segment information (continued) 2023 Almonds Yilgah (NSW) Tocabil (NSW) Kerarbury (NSW) Cattle Rewan (QLD) Mutton Hole (QLD) Oakland Park (QLD) Natal Aggregation (QLD) Comanche (QLD) Cerberus (QLD) Dyamberin (NSW) JBS Feedlots Finance Lease Receivable (NSW/QLD) Woodburn (NSW) Cobungra (VIC) Petro (WA) High Hill (WA) Willara (WA) Yarra (QLD) Homehill (QLD) Coolibah aggregation (QLD)2 Thirsty Creek (QLD) Kaiuroo (QLD) Wyseby (QLD) Cropping Lynora Downs (QLD) Mayneland (QLD) Maryborough – Cropping (QLD) Baamba Plains (QLD) Macadamias Swan Ridge (QLD) Moore Park (QLD) Bonmac (QLD) Swan Ridge South (QLD) Cygnet (QLD) 3 Nursery Farm (QLD) 3,4 Riverton (QLD) 3 Maryborough – Macadamias (QLD) 3 Maryborough – Macadamias (QLD) Rookwood Farms (QLD)5 Beerwah(QLD) Bauple (QLD) 30 June 23 Adjusted property value $'000 30 June 22 Adjusted property value $'000 Most Recent Independent Valuation Date $'000 Encumbered Valuation $'000 114,500 61,500 272,500 105,000 52,851 242,130 Jun 2023 Jun 2023 Jun 2023 72,500 19,000 9,900 138,490 35,104 24,784 21,015 62,989 11,461 52,200 16,825 8,780 8,260 24,788 20,156 5,688 5,225 71,000 34,951 45,400 28,550 38,383 37,450 7,164 4,402 3,061 1,980 4,014 5,458 36,081 70,727 23,778 33,886 38,300 19,700 62,400 16,838 8,654 137,756 35,064 24,318 21,000 58,802 11,250 40,800 13,514 6,404 5,861 23,822 19,476 5,683 5,220 - - 41,709 24,554 38,208 30,673 7,188 4,487 3,141 1,619 3,294 6,193 18,447 38,852 20,789 17,356 35,638 17,969 Nov 2022 Jun 2023 Jun 2023 Apr 2022 Apr 2022 Apr 2022 Mar 2022 N/A Mar 2022 Dec 2022 Jun 2023 Jun 2023 Jun 2023 Dec 2021 Apr 2022 Apr 2022 Apr 2022 Jun 2023 Jun 2023 Jun 2023 Jun 2023 Apr 2022 Jun 2023 Sep 2021 Sep 2021 Sep 2021 Sep 2021 Oct 2022 Oct 2022 Oct 2022 Oct 2022 Apr 2022 Apr 2022 Jun 2023 Jun 2023 114,500 61,500 272,500 72,500 19,000 9,900 137,250 35,000 24,300 21,000 N/A 11,250 52,200 16,825 8,780 8,260 23,600 19,325 5,625 5,220 71,000 34,951 45,400 28,550 37,832 37,450 7,000 4,550 3,200 1,600 3,850 4,200 26,700 57,850 20,788 12,775 38,300 19,700 Area 1 935 ha 603 ha 2,530 ha 17,479 ha 140,300 ha 85,500 ha 390,600 ha 7,600 ha 8,280 ha 1,728 ha 150,000 hd 1,063 ha 6,497 ha 2,942 ha 1,601 ha 1,653 ha 4,090 ha 4,925 ha 724 ha 503 ha 27,879 ha 14,071 ha 4,963 ha 2,942 ha 2,537 ha 4,130 ha 130 ha 104 ha 27 ha 40 ha 37 ha 41 ha 420 ha 743 ha 661 ha 1,150 ha 340 ha 135 ha Valuations are encumbered unless not applicable (for example where a property is not subject to lease or at acquisition) 1 Unless otherwise denoted, the almond, vineyard and macadamia areas refer to planted and planned development areas. Wyseby held as tenant-in-common arrangement with a 57.25% interest. 2 Coolibah aggregation comprises of the Coolibah and River Block properties. 3 Initial properties are subject to the lease with a company managed by The Rohatyn Group (TRG) from January 2023. 4 Nursery Farm at 30 June 2022 included the value of trees in the tree nursery. Since 30 June 2022 trees have been allocated to the respective macadamia orchards as plantings occur. 5 Rookwood Farms aggregation comprises of the Stoneleigh, Corrowah, Tongola, Greenfields and Brooklands properties. 6 Dohnt vineyard was disposed in November 2022. 7 Director’s valuation of River water (NSW) and Ground water (NSW) at 30 June 2023 based on information from external independent valuations. 46 26 Rural Funds Group Notes to the Financial Statements 30 June 2023 2023 Vineyards Kleinig (SA) Geier (SA) Dohnt (SA)6 Hahn (SA) Mundy and Murphy (SA) Rosebank (VIC) Water rights River water (NSW) 7 River water (QLD) Ground water (NSW) 7 Total property and water assets Cattle finance leases and other assets Plant and equipment Other receivables and equipment leases Kaiuroo deposit Total adjusted property assets Revaluations from external valuations 30 June 23 Adjusted property value $'000 30 June 22 Adjusted property value $'000 Most Recent Independent Valuation Date $'000 Encumbered Valuation $'000 206 ha 243 ha 30 ha 50 ha 55 ha 82 ha 21,800 25,900 - 4,800 4,400 4,000 21,100 25,373 715 4,800 4,100 3,900 8,754 ML 2,155 ML 8,338 ML 76,597 1,113 33,353 1,661,914 77,910 1,113 38,355 1,384,326 Jun 2023 Jun 2023 Mar 2021 Jun 2023 Jun 2023 Jun 2023 Jun 2022 Jun 2020 Jul 2021 21,800 25,900 1,200 4,800 4,400 4,000 77,910 1,099 38,355 17,487 27,045 2,231 - 17,431 16,530 2,120 18,504 1,708,677 1,438,911 The total uplift for the year ended 30 June 2023 has been largely due to the external valuer’s assessment of the value of land and water. The uplift has largely been driven by continued strength in demand and market sentiment for almond, cropping, macadamia and cattle properties in the respective regions during the year. All of the Group’s properties have been valued by an independent valuer within the last 24 months. Further information on the significant unobservable inputs adopted by the external valuer in the fair value measurement of the properties is described in note C1. Macadamia valuations have been obtained for the properties leased out to The Rohatyn Group. The adopted valuation is on an encumbered (subject to lease) basis. A number of properties acquired during the period were subject to independent valuations. Revaluation movements for these properties largely relate to transaction costs incurred that were written off in the independent valuations. Adjusted property values movements after the most recent independent valuation Increases to the adjusted property value from the last valuation is primarily a result of new acquisitions or capital expenditure subsequent to the valuation, designed to improve an asset’s productivity and value. Decrease to adjusted property value from last valuation is primarily a result of depreciation on the bearer plants. A director’s valuation has been adopted for 8,754ML of River water (NSW) and 8,338 ML of Ground water (NSW) based on information obtained from external independent valuation reports. B2 Adjusted funds from operations (AFFO) The following presents the components of adjusted funds from operations (AFFO) and provides a reconciliation from AFFO to Net profit after income tax which is assessed by the chief operating decision maker. 27 47 Rural Funds Group Notes to the Financial Statements 30 June 2023 Rural Funds Group Notes to the Financial Statements 30 June 2023 B2 Adjusted funds from operations (AFFO) (continued) B3 Revenue Rental income Sale of agricultural produce - farming operations Sale of livestock and agistment income Finance income Interest received Total 2023 $'000 63,130 8,250 4,930 18,305 389 95,004 2022 $'000 54,452 7,909 - 19,455 49 81,865 The Group’s revenue is largely comprised of income under leases and finance income. All revenue is stated net of the amount of goods and services tax (GST). Rental income primarily arises from the leasing of property assets at commencement and is accounted for on a straight-line basis over the period of the lease. The respective leased assets are included in the Consolidated Statement of Financial Position based on that nature. Sale of agricultural produce and livestock is recognised when the performance obligation of passing control of agricultural produce and livestock at an agreed upon delivery point to the customer has been satisfied. Finance income arises from the provision of financial guarantees and working capital loans, finance leases on cattle feedlots and cattle breeders and leased agricultural plant and equipment and recognised on an accrual basis using the effective interest rate method. Other Income Sale of temporary water allocations Other income Total 2023 $'000 3,043 450 3,493 2022 $'000 3,142 333 3,475 Sale of temporary water allocations is recognised when the water allocations are received by the customer. Expenses Expenses such as Responsible Entity fees, property expenses and overheads are recognised on an accruals basis. Interest expenses are recognised on an accrual basis using the effective interest method. Revenue Other income Management fee Asset management fee Property expenses Other expenses Finance costs Income tax payable (AWF) Revenue adjustments Straight-lining of rental revenue Rental revenue – prepaid rent (TRG) Lease incentive amortisation (TRG) Interest component of JBS feedlot finance lease Farming operations Revenue from farming operations Cost of goods sold - farming operations Change in fair value of biological assets (realised from harvested crops and cattle) Change in fair value of biological assets (prior year biological assets realised during the year) Property and other expenses - farming operations Adjusted Funds From Operations (AFFO) Property related Change in fair value of investment property Change in fair value of bearer plants Impairment of property - owner occupied Impairment of intangible assets Depreciation - bearer plants Depreciation and impairments - other Gain on sale of assets Farming operations Change in fair value of biological assets (unharvested crops not realised and unsold cattle) Change in fair value of biological assets (prior year biological assets realised during the year) Macgrove acquisition Impairment of goodwill - Macgrove acquisition Loss on settlement of pre-existing relationship - Macgrove acquisition Gain on bargain purchase - Macgrove acquisition Revenue items Rental revenue – prepaid rent (TRG) Lease incentive amortisation (TRG) Straight-lining of rental revenue Interest component of JBS feedlot finance lease Other Change in fair value of financial assets/liabilities Change in fair value of interest rate swaps Income tax credit/(expense) Net profit after income tax 2023 $'000 81,824 3,493 (8,558) (6,419) (3,165) (7,522) (17,281) (257) (1,470) 6,050 9 (4,187) 13,180 (13,049) 2,018 1,819 (5,408) 41,077 61,106 2,475 (3,202) (247) (9,583) (2,838) 802 (1,505) (1,819) (195) (1,281) 440 (6,050) (9) 1,470 4,187 156 8,930 584 94,498 2022 $'000 73,956 3,475 (6,850) (5,138) (3,457) (6,638) (11,186) - 735 - - (3,187) 7,909 (7,708) 3,235 814 (1,745) 44,215 123,191 (4,103) (912) (1,059) (5,533) (1,634) 320 1,819 (814) - - - - - (735) 3,187 669 51,852 (1,327) 209,136 AFFO cents per unit 10.7 11.7 48 28 29 49 Rural Funds Group Notes to the Financial Statements 30 June 2023 B4 Earnings per unit Per stapled unit Net profit after income tax for the year ($'000) Weighted average number of units on issue during the year (thousands) Basic and diluted earnings per unit (total) (cents) Per unit of Rural Funds Trust Net profit after income tax for the year ($'000) Weighted average number of units on issue during the year (thousands) Basic and diluted earnings per unit (total) (cents) Per unit of RF Active Net (loss)/profit after income tax for the year ($'000) Weighted average number of units on issue during the year (thousands) Basic and diluted earnings per unit (total) (cents) 2023 2022 94,498 383,761 24.62 111,953 383,761 29.17 (17,455) 383,761 (4.55) 209,136 378,227 55.29 206,812 378,227 54.68 2,324 378,227 0.61 Basic earnings per unit are calculated on net profit attributable to unitholders of the Group divided by the weighted average number of issued units. B5 Distributions The group paid and declared the following distributions during the year: Distribution declared 1 June 2022, paid 29 July 2022 Distribution declared 1 September 2022, paid 31 October 2022 Distribution declared 1 December 2022, paid 31 January 2023 Distribution declared 01 March 2023, paid 28 April 2023 Distribution declared 01 June 2023, paid 31 July 2023 Cents per unit 2.9331 2.9325 2.9325 2.9325 2.9325 Total $ 11,219,540 11,233,192 11,250,718 11,268,192 11,285,919 Rural Funds Group Notes to the Financial Statements 30 June 2023 C. PROPERTY ASSETS This section includes detailed information regarding RFF’s properties, which are made up of multiple line items on the Consolidated Statement of Financial Position including Investment property, Plant and equipment – bearer plants, Financial assets – property related, Intangible assets, Property – owner occupied and Plant and equipment – other. C1 RFF property assets Investment property Plant and equipment - bearer plants Financial assets - property related Intangible assets Property - owner occupied Plant and equipment - other Asset held for sale Deposits Total Leasing arrangements C2 C3 C4 C5 C6 C7 C8 C9 2023 $'000 923,405 217,700 93,825 166,988 144,200 27,045 - - 1,573,163 2022 $'000 786,981 190,488 89,271 157,679 68,427 16,530 715 18,504 1,328,595 Minimum lease payments receivable under non-cancellable operating leases of investment properties, bearer plants, water rights and plant and equipment not recognised in the financial statements, are receivable as follows: Within 1 year Between 1 and 2 years Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years Later than 5 years Total 2023 $'000 64,874 65,807 68,414 61,816 57,748 743,692 1,062,351 2022 $'000 53,804 53,362 53,942 54,602 47,478 274,282 537,470 During the year, the Group entered into a 40 year lease with a company managed by The Rohatyn Group (TRG). The lease includes lessee termination rights under certain conditions including if the orchards fail to produce the equivalent of a mature yield of 3.6 tonnes per hectare over a rolling five-year period commencing in year 10. Key changes to the property portfolio during the year: • • • • • • In July 2022, the Group acquired Brooklands, a 972ha property west of Rockhampton in Central Queensland for $6.2m including transaction costs. The property will be incorporated as part of Rookwood Farms. In August 2022, the Group acquired Greenfields, a 229ha property west of Rockhampton in Central Queensland for $3.1m including transaction costs. The property will be incorporated as part of Rookwood Farms. In September 2022, the Group entered into an agreement to lease up to 3,000ha of macadamia orchards to a company managed by The Rohatyn Group (TRG) on behalf of a joint venture between TRG and a global institutional investor. The lease commenced in January 2023. In November 2022, the Group completed the disposal of Dohnt, a 37ha vineyard located in Coonawarra, South Australia for $0.6m. In April 2023, the Group acquired Kaiuroo, a 27,879ha property north-west of Rockhampton in Central Queensland for $74.0m including transaction costs. In June 2023, the Group acquired Wyseby as a tenant-in-common in the interest of 57.25% for $37.0m including transaction costs. The total property is 18,500ha located south-west of Rockhampton in Central Queensland adjoining Rewan. 50 30 31 51 Rural Funds Group Notes to the Financial Statements 30 June 2023 C1 RFF property assets (continued) Macadamia development Rural Funds Group Notes to the Financial Statements 30 June 2023 C1 RFF property assets (continued) Valuations (continued) The Group is developing macadamia orchards across a number of properties located in Queensland, Australia. As part of the development, costs relating to the acquisition, construction and development of macadamia orchards will be capitalised to the respective asset class that the cost relates to. The asset classes identified are investment property, bearer plants and water entitlements. Investment Property This includes costs associated with the acquisition for land, buildings, orchard and irrigation infrastructure and any costs directly attributable to bringing the asset to the condition necessary for it to be capable of operating in the manner intended by management. Bearer Plants Independent desktop valuations were obtained for a number of properties during the year. The Directors have considered these desktop valuations as part of the fair value assessment at 30 June 2023. The Group’s properties, including those under development, are carried at fair value excluding the value of water rights. Water rights are treated as intangible assets, which are held at historical cost less accumulated impairment losses. Independent valuation reports assess and provide value for properties in its entirety. The independent valuation reports contain information with which judgement is applied in order to allocate values to investment property, bearer plants and water entitlements, where relevant. Judgement is applied in order to allocate the total property value, as disclosed in the independent valuation reports, to each component; investment property, bearer plants and water entitlements. The allocation technique will vary depending on the nature of the underlying lease arrangement. This includes costs associated with the acquisition of macadamia trees, planting costs, growing costs incurred for the trees to reach maturity including fertiliser and watering costs and costs associated with establishing the macadamia trees in the orchard and bringing the asset to the condition necessary for it to be capable of operating in the manner intended by management. Where information is available, such as when provided by the external valuer, each component of the property, meaning the land and infrastructure, the trees and any water assets, disclosed in the financial statements as investment property, bearer plants and water entitlements, will be allocated on an encumbered (subject to lease) basis. Conditions associated with individual assets are considered as part of the valuation allocation. Water entitlements This includes costs associated with the purchase of water entitlements. Water entitlements are deemed ready for use on acquisition. Borrowing costs Borrowing costs may be capitalised on qualifying assets up until the property is ready for use. Borrowing costs relating to the acquisition, construction and development of the macadamia orchards are capitalised to the respective asset classes up until the property is deemed ready for use. Properties could be deemed ready for use when the property has been leased or when the property is operating in a manner as intended by management, for example, a macadamia orchard may be deemed operational when the orchard is fully planted and the plantings have been established. Valuations Independent valuations on the Group’s properties are obtained, ensuring that each property will have been independently valued every two financial years or more often where appropriate. Independent valuers engaged hold recognised and relevant professional qualifications with experience in agricultural properties. If this information is not available, the valuation report may provide additional information, such as the summation basis of the unencumbered (not subject to lease) value, which along with other sources, including the nature of capital expenditure on the property, is used to determine the encumbered allocation to components. Judgement is applied as part of these allocations which vary from property to property given the individual circumstances of the leasing arrangements. The allocation technique may change to reflect the best estimate of fair value attributable to each component at reporting date. Significant accounting judgements, estimates and assumptions in relation to valuation of property assets At the end of each reporting period, the Directors update their assessment of fair value of each property, considering the most recent independent valuations. The Directors determine a property’s value using reasonable fair value estimates from the most recent independent valuer’s valuation reports. Independent valuation reports assess and provide fair values for properties in their entirety. Judgement is applied in order to allocate the total property values as disclosed in the independent valuation reports, to investment property, bearer plants, property – owner occupied and water entitlements. The independent valuation reports contain information with which judgement is applied to allocate values to investment property, bearer plants, property – owner occupied and water entitlements. The following existing properties had relevant independent valuations during the year ended 30 June 2023: Investment property, Bearer plants and Property – owner occupied Almond properties Cattle properties Macadamia properties Cropping properties Kerarbury, Tocabil, Yilgah Rewan, Cobungra, Petro, High Hill, Willara, Oakland Park, Mutton Hole Cygnet, Nursery Farm, Glendorf, Charleville, Dowlings, Marriots, Riverton, Beerwah, Bauple Baamba Plains, Lynora Downs, Mayneland The following properties had relevant independent desktop valuations during the year ended 30 June 2023: Vineyard properties Geier, Kleinig, Hahn, Rosebank, Mundy and Murphy The Directors have considered independent valuations and market evidence where appropriate to determine the appropriate fair value to adopt. The Directors have adopted all valuations from independent valuers in the periods where valuations have been obtained. The Directors have deemed that independent valuations were not required on the remaining properties as there have been no material changes to the industry, physical and geographical conditions of these properties in which the independent valuers have previously assessed. For these properties, the Directors have performed internal assessments, considering the latest valuation reports, that the carrying amount is still reflective of the fair value of the properties at reporting date. The main level 3 inputs used by the Group include discount rates, terminal capitalisation rates, rate per area of land, adult equivalent rates and carrying capacity estimated in the respective valuations based on comparable transactions and industry data. At the end of each reporting period, the directors update their assessment of the fair value of each property. Changes in level 3 fair values are analysed at each reporting date and during discussions with the independent valuers. 52 32 33 53 8 4 0 , 3 $ - 6 9 4 , 1 $ 1 5 0 , 3 $ - 0 9 5 , 1 $ ) E A ( t l n e a v u q e i t l u d a r e p $ 0 5 . 8 - 0 5 . 7 0 5 . 8 - 0 5 . 7 ) s e i t r e p o r p ) % ( e t a r t n u o c s D i r e d e e r B ( y t i c a p a c g n y r r a c i d e s a b t n e n o p m o C y t i c a p a c g n y r r a c i ) s e i t r e p o r p i g n d n u o r g k c a B ( n o i t a s i l a t i p a c t n e R t i n u e v i t c u d o r P l w o F h s a C d e t n u o c s D i 7 8 9 , 2 5 4 1 6 , 4 5 8 4 1 , 2 1 $ - 4 3 0 , 4 $ 2 4 7 , 1 1 $ - 2 9 7 , 5 $ ) E A ( t l n e a v u q e i t l u d a r e p $ d e s a b t n e n o p m o C t n e m s s e s s a n o i t a m m u S 0 9 0 , 3 3 4 5 6 1 , 6 6 5 y t r e p o r p 0 0 . 9 - 5 2 . 8 0 0 . 9 - 0 5 . 8 ) % ( e t a r n o i t a s i l a t i p a C l i a n m r e T , 1 8 6 6 1 $ - 1 2 0 , 3 1 $ , 4 1 3 6 1 $ - 0 0 5 , 2 1 $ r e p e r a t c e h d e a g i r r i t r e p $ d e s a b t n e n o p m o C t n e m s s e s s a n o i t a m m u S 8 9 4 , 5 3 1 0 7 2 , 4 3 1 % 2 2 0 2 % 3 2 0 2 0 5 . 7 - 5 7 . 6 0 0 . 8 - 5 2 . 7 ) % ( e t a r t n u o c s D i s t u p n i f o e g n a R * * s t u p n i l e b a v r e s b o n U n o i t a c o l l A i e u q n h c e t e s a b l a t n e R 2 3 . 3 1 - 5 2 . 8 0 2 . 0 1 - 5 7 . 7 ) % ( t e a R n o i t a s i l a t i p a C l i a n m r e T d e s a b t n e n o p m o C l w o F h s a C d e t n u o c s D i i e u q n h c e t 2 2 0 2 0 0 0 $ ' 8 2 0 , 6 6 2 3 2 0 2 0 0 0 $ ' 4 8 7 , 2 9 2 n o i t a u l a v y r a m i r P t a e u l a v r i a F * n o i t p i r c s e D d r a h c r o d n o m A l y t r e p o r p e r u t c u r t s a r f n i d n a y t r e p o r p e l t t a C y t r e p o r p d r a y e n V i e r u t c u r t s a r f n i d n a y t r e p o r p i g n p p o r C e r u t c u r t s a r f n i d n a 3 6 5 , 3 3 $ 7 8 0 , 1 5 $ e r a t c e h l t e b a n a p l r e p $ e g a r e v A 0 9 0 , 1 2 $ 8 4 2 , 1 2 $ e r a t c e h l t e b a n a p l r e p $ e g a r e v A 5 2 . 7 0 0 . 8 0 0 . 8 - 5 2 . 7 ) h g u o r o b y r a M ( ) % ( e t a r t n u o c s D i 0 0 . 8 - 0 5 . 6 ) % ( e t a r n o i t a s i l a t i p a C l i a n m r e T / e s a b l a t n e R e t a n o i t r o p o r P 6 3 2 , 7 9 $ , 8 8 8 8 1 1 $ e r a t c e h t d e n a p l r e p $ e g a r e v A d e s a b t n e n o p m o C ) d r a h c r o t d e n a p ( l t n e m s s e s s a n o i t a m m u S l w o F h s a C d e t n u o c s D i 3 9 2 , 8 5 1 2 7 4 , 7 3 2 y t r e p o r p d r a h c r o i a m a d a c a M ) d r a h c r o t n e m p o e v e d ( l 6 9 8 , 5 4 0 , 1 5 0 3 , 5 8 2 , 1 . s t e s s a r e t a w e d u c x e d e s o c s d l i l s e u a v l r i a F * l a t o T . s r e u a v l l a n r e t x e y b s t n e m s s e s s a n o d e s a b e r a s t u p n i l e b a v r e s b o n U l . s e u a v r i a f t c e f f a y l l a i r e t a m t a h t s t u p n i l e b a v r e s b o n u n e e w t e b s p h s n o i t a e r - r e t n i l i i t n a c i f i n g s o n e r e w e r e h T * * Rural Funds Group 4 3 Notes to the Financial Statements 30 June 2023 C1 RFF property assets (continued) Valuations (continued) Primary valuation technique External valuations typically assess property values using different valuation techniques. Discounted cash flow Summation assessment Productive unit Valuation based on future net rental cash flows discounted to the present value. The terminal value (as determined by the terminal capitalisation rate) is typically assessed and discounted in these types of valuations. The valuer may also use comparative sales as supporting information. Assessment of the property on an asset-by-asset basis based on comparative sales evidence and typically driven by a rate per productive hectare and assessment of other components such as water and supporting buildings. Assessment on the property driven by the value per adult equivalent head that is supported by the property and carrying capacity of the property. Rent capitalisation Valuation based on passing rent applied against a capitalisation rate. Allocation technique Independent valuation reports assess and provide value for properties in their entirety. Component allocation techniques are adopted to allocate the total property value to investment property, bearer plants, property – owner occupied and water entitlements. The component allocation technique applied is assessed on each external valuation to ensure that the allocation technique is consistent with the nature and characteristics of the property including any lease encumbrances. The allocation technique may change to reflect the best estimate of fair value attributable to each component at reporting date. The following allocation techniques have been applied: Rental base Component based Component based – Almonds and Macadamias Proportionate Applied for properties with long term indexed leases by allocating value to component assets using the rental base. The rental base is identifiable and generally determined by the cost of the assets. The allocation by rental base reflects the encumbered nature of the assets where rental incomes are not affected by short term market fluctuations in the value of the assets due to lack of rental review mechanism. The encumbered value is allocated based on information in the valuation report which enables the allocation by components on an encumbered basis. Conditions associated with individual assets are considered as part of the valuation allocation. To determine the allocation of components on an encumbered basis, the external valuer will assess various factors such as market indicators, comparable sales data of encumbered assets, comparable rental data and other relevant information such as replacement cost concepts. Applied for properties where leases include rental reviews. Information is provided in the valuation to allocate the encumbered value of the property to water assets, investment property and bearer plants on an encumbered basis. Firstly, the approach allocates value to water assets based on comparable encumbered rental data. The value of land is determined based on comparable sales data. Orchard infrastructure including irrigation is determined based on a replacement cost assumption adjusted for an estimate of the age of the assets. Bearer plants are identified as being the residual value of the total encumbered value of the property. Applied for properties where leases include rental reviews and where component-based information is not able to be used. For properties with water assets, the allocation considers the unencumbered value of water assets and allocates this on a proportionate basis to the encumbered value of the property. Judgement is then applied to allocate encumbered values to investment property and bearer plants using available information, including information from the valuation report and the nature of capital expenditure on the relevant property. 35 55 : t n e m e r u s a e m e u a v l r i a f 3 l e v e l g n i r r u c e r n i d e s u s t u p n i l e b a v r e s b o n u t n a c i f i n g s e h t i t u o b a n o i t a m r o f n i e v i t a t i t n a u q e h t s e s i r a m m u s l e b a t i g n w o l l o f e h T s t n e m e t a t S i l a i c n a n F e h t o t p u o r G s d n u F l a r u R s e t o N 54 ) d e u n i t n o c ( s t e s s a y t r e p o r p F F R 1 C ) d e u n i t n o c ( s n o i t a u a V l 3 2 0 2 e n u J 0 3 Rural Funds Group Notes to the Financial Statements 30 June 2023 C1 RFF property assets (continued) Valuations (continued) Unobservable inputs Unobservable inputs are assumptions based on the assessments and determinations made by external valuers in their capacity as qualified experts which are key inputs in the valuation techniques utilised. Discount rate (%) The higher the discount rate the lower the fair value Terminal capitalisation rate (%) The higher the terminal capitalisation rate the lower the fair value $ per irrigated/planted hectare The higher the value per irrigated/planted hectare, the higher the fair value Average $ per plantable hectare The higher the value per plantable hectare, the higher the fair value $ per adult equivalent carrying capacity The higher the value per adult equivalent carrying capacity, the higher the fair value C2 Investment property 2023 Opening net book amount Acquisitions Additions Capitalisation of borrowing costs Disposals Transfer Transfer to property - owner occupied Transfer to bearer plants Transfer from property - owner occupied Amortisation of lease incentives Fair value adjustment Closing net book amount 2022 Opening net book amount Acquisitions Additions Capitalisation of borrowing costs Classified as held for sale or disposals Transfer to intangible assets Transfer from property - owner occupied Amortisation of lease incentives Fair value adjustment Closing net book amount Almond property $'000 141,080 - 1,202 - (71) - Cattle property $'000 433,090 36,993 5,112 436 - - Vineyard property $'000 35,727 - - - - - Cropping property $'000 88,931 - 76 84 - (7,220) Macadamia property $'000 88,153 9,563 23,511 3,289 - 7,220 Total $'000 786,981 46,556 29,901 3,809 (71) - - - - - - - - 21,452 163,663 (200) 28,514 503,945 - (290) - - 5 35,442 - - - (5,445) (5,445) - (290) 1,058 1,058 - 1,569 83,440 - 9,566 136,915 (200) 61,106 923,405 Almond property 126,189 - 1,356 - Cattle property 305,151 21,958 4,417 - Vineyard property 34,540 - 924 - Cropping property 83,300 - 4,012 - Macadamia property 47,744 - 27,710 246 - - - - - - (542) - (2,556) - - - 9,541 9,541 - 13,535 141,080 (200) 101,764 433,090 - 805 35,727 - 4,175 88,931 - 2,912 88,153 (200) 123,191 786,981 Total 596,924 21,958 38,419 246 (542) (2,556) - - Rural Funds Group Notes to the Financial Statements 30 June 2023 C2 Investment property (continued) Macadamia properties under development include Maryborough – Macadamias, Riverton, Rookwood Farms and Swan Ridge South. Development costs for these properties have been capitalised. Investment properties are held for long-term rental yields and capital growth and are not occupied by the Group. RFF measures and recognises investment property at fair value where the valuation technique is based on unobservable inputs. Changes in fair value are presented through profit or loss in the Consolidated Statement of Comprehensive Income. Capital expenditure that enhances the future economic benefits of the assets are capitalised to investment property. Incentives provided are capitalised to the investment property and amortised on a straight-line basis over the term of the lease as a reduction of rental revenue. C3 Plant and equipment – bearer plants 2023 Opening net book amount Additions Capitalisation of borrowing costs Transfer from investment property Lease incentive Amortisation of lease incentive Depreciation and impairment Fair value adjustment - profit and loss Fair value adjustment - other comprehensive income Closing net book amount 2022 Opening net book amount Acquisitions Additions Capitalisation of borrowing costs Classified as held for sale or disposals Depreciation and impairment Fair value adjustment - profit and loss Fair value adjustment - other comprehensive income Closing net book amount Bearer Plants - Almonds $'000 Bearer Plants - Vineyards $'000 Bearer Plants - Macadamias $'000 124,948 232 - - - - (5,761) (544) 10,246 129,121 Bearer Plants - Almonds $'000 125,580 - 363 - - (2,808) - 1,813 124,948 17,260 24 - 290 - - (941) 961 1,578 19,172 48,280 12,166 262 - 1,702 (9) (2,881) 2,058 7,829 69,407 Bearer Plants - Vineyards $'000 23,815 - - - (173) (1,213) (1,413) Bearer Plants - Macadamias $'000 11,387 35,480 5,001 14 - (1,512) (2,690) (3,756) 17,260 600 48,280 Total $'000 190,488 12,422 262 290 1,702 (9) (9,583) 2,475 19,653 217,700 Total $'000 160,782 35,480 5,364 14 (173) (5,533) (4,103) (1,343) 190,488 Bearer plants are solely used to grow produce over their productive lives and are accounted for under AASB 116 Property, Plant and Equipment. RFF initially measures and recognises bearer plants at cost, including planting costs and direct costs associated with establishing these plants to maturity. After initial measurement, the Group adopts the revaluation model and bearer plants are carried at fair value less any accumulated depreciation and accumulated impairment losses. Investment properties comprise land, buildings and integral infrastructure including shedding, irrigation and trellising. 56 36 37 57 Rural Funds Group Notes to the Financial Statements 30 June 2023 C3 Plant and equipment – bearer plants (continued) Bearer plants are subject to revaluations based on the Group’s valuation policies. Increases in the carrying amounts arising from revaluation of bearer plants are recognised in other comprehensive income and accumulated in net assets attributable to unitholders under asset revaluation reserve. Revaluation increases which reverse a decrease previously recognised in profit and loss are recognised in profit or loss. Revaluation decreases which offset previous increases are recognised in other comprehensive income in the asset revaluation reserve. Any other decreases are recognised in profit and loss. Lease incentives relate to orchard establishment costs incurred by the Group subsequent to lease commencement. Lease incentives are capitalised to bearer plants and amortised on a straight-line basis over the term of the lease as a reduction of rental revenue. Bearer plants are subject to depreciation over their respective useful lives calculated on a straight-line basis on the carrying amount. Depreciation commences when bearer plants are assumed ready for use which is considers when the trees reach maturity or on the commencement of lease. The useful lives and maturity assumptions used for each class of depreciable asset are shown below: Fixed asset class: Almond bearer plants Vineyard bearer plants Macadamia bearer plants Useful life: 30 years 40 years 45 - 55 years At the end of each annual reporting period, the useful life, maturity assumptions and carrying amount of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate. Bearer plants as stated on a historical cost basis is as follows: Cost Accumulated depreciation Accumulated impairment Bearer plants at historical cost less accumulated impairment C4 Financial assets – property related Financial Assets - property related Investment - BIL Investment - CICL Finance Lease - Breeders Finance Lease - Feedlots Finance Lease - Equipment Other receivables Total 2023 $'000 185,241 (24,557) (3,277) 157,407 2023 $'000 520 11,464 16,621 62,989 164 2,067 93,825 2022 $'000 172,268 (15,330) (5,752) 151,186 2022 $'000 520 11,464 16,365 58,802 1,522 598 89,271 Barossa Infrastructure Ltd (BIL) is an unlisted public Company supplying non-potable supplementary irrigation water for viticulture in the Barossa. The Group holds a minority interest in BIL. Coleambally Irrigation Co-operative Limited (CICL) is one of Australia’s major irrigation companies and is wholly owned by its farmer members. CICL’s irrigation delivery system delivers water to 400,000 hectares of area across the Coleambally Irrigation District, in the Riverina, near Griffith, NSW. The Group holds a minority interest in CICL. Rural Funds Group Notes to the Financial Statements 30 June 2023 C4 Financial assets – property related (continued) Finance Lease – Breeders is comprised of breeders owned by the Group which have been leased to Cattle JV, a wholly-owned subsidiary of Rural Funds Management Limited, for a term of ten years ending in 2026. As part of the arrangement, the lessee is required to maintain the breeder herd and maintain an active breeding program. The expected credit loss on the finance lease is assessed on the value of the breeder herd secured against the finance lease. This assessment involves the monitoring of the value of the breeder herd through a bi-annual mustering process conducted by the lessee, Cattle JV and an annual valuation process. There has been no expected credit loss recognised at 30 June 2023 (2022: nil). Finance Lease – Feedlots is comprised of feedlots leased to JBS Australia Pty Limited (JBS) for a term of ten years ending in 2028 with a repurchase call option exercisable by JBS and a sale put option exercisable by the Group. The call option held by JBS can be exercised from year six but will incur a break fee if exercised before year ten. Other receivables relate to recognition of rental revenue on a straight-line basis in accordance with AASB 16 Leases. Significant accounting judgements in the valuation of Coleambally Irrigation Co-operative and Barossa Infrastructure Limited shares The investments in BIL and CICL are treated the same as water rights, that is, recorded at historical cost less accumulated impairment losses and not revalued. Finance leases Finance leases are measured at amortised cost. Each lease payment was allocated as a reduction to the finance lease receivable and as finance income. The finance income was charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the receivable for each period. These represent leases of property or biological assets where all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are substantially transferred from the lessor. Minimum lease payments receivable under non-cancellable finance leases of feedlots, breeders and equipment not recognised in the financial statements, are receivable as follows: Within 1 year Between 1 and 2 years Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years Later than 5 years Total 2023 $'000 6,055 6,051 6,026 6,015 22,456 57,334 103,937 2022 $'000 6,027 6,005 5,960 5,797 21,888 61,360 107,037 58 38 39 59 0 4 2 6 1 3 , 9 - ) 7 4 2 ( 8 8 9 , 6 6 1 5 3 0 , 4 7 1 ) 7 4 0 , 7 ( 8 8 9 , 6 6 1 l a t o T 0 0 0 $ ' - 6 5 5 , 2 3 9 0 , 6 4 8 1 4 , 0 1 1 ) 9 2 3 ( ) 9 5 0 , 1 ( 9 7 6 , 7 5 1 9 7 4 , 4 6 1 ) 0 0 8 , 6 ( 9 7 6 , 7 5 1 C5 Intangible assets (continued) Water rights Rural Funds Group 0 4 Notes to the Financial Statements 30 June 2023 9 7 6 , 7 5 1 2 3 0 , 1 7 1 4 4 , 5 - - - ) 2 0 0 , 5 ( 0 3 0 , 6 6 6 6 0 , 1 7 ) 6 3 0 , 5 ( 0 3 0 , 6 6 4 5 4 9 1 1 0 4 9 - 4 5 9 , 6 9 6 0 , 7 ) 5 1 1 ( 4 5 9 , 6 - 5 6 1 6 9 , 7 ) 0 4 9 ( 0 8 8 , 4 6 6 9 , 1 1 0 7 2 , 2 1 ) 4 0 3 ( 6 6 9 , 1 1 - - - - 0 0 5 - 0 0 5 0 0 5 0 0 5 l a t o T 0 0 0 $ ' 0 0 0 $ ' 0 0 0 $ ' 0 0 0 $ ' 0 0 0 $ ' d e t a c o l l a n U i s a m a d a c a M i g n p p o r C s d r a y e n V i 0 0 0 $ ' 0 0 0 $ ' - - - 3 6 6 , 2 3 3 0 4 , 8 3 ) 4 3 ( ) 4 3 ( 2 3 0 , 1 7 6 6 0 , 1 7 2 3 0 , 1 7 - - 4 6 4 , 4 - 1 9 7 6 8 1 1 4 4 , 5 1 0 6 , 5 ) 0 6 1 ( 1 4 4 , 5 0 0 0 $ ' 6 3 2 , 4 0 0 5 , 3 6 5 5 , 2 ) 1 9 7 ( ) 9 2 3 ( ) 1 1 2 , 1 ( 1 6 9 , 7 0 0 1 , 3 1 ) 9 3 1 , 5 ( 1 6 9 , 7 0 0 0 $ ' 0 0 5 - - - - - - 0 0 5 0 0 5 0 0 5 d e t a c o l l a n U i s a m a d a c a M i g n p p o r C s d r a y e n V i e l t t a C 0 0 0 $ ' - 6 5 8 3 0 , 6 2 6 8 , 8 ) 5 2 1 ( 1 3 8 , 4 1 8 6 6 , 5 1 ) 7 3 8 ( 1 3 8 , 4 1 e l t t a C 0 0 0 $ ' 8 4 8 , 1 0 9 1 , 4 - - - - 8 3 0 , 6 0 5 7 , 6 ) 2 1 7 ( 8 3 0 , 6 - - - - 0 0 0 $ ' s d n o m A l 7 0 7 , 6 6 7 0 7 , 6 6 2 6 4 , 7 6 ) 5 5 7 ( 7 0 7 , 6 6 0 0 0 $ ' s d n o m A l 7 0 7 , 6 6 - - - - - 7 0 7 , 6 6 2 6 4 , 7 6 ) 5 5 7 ( 7 0 7 , 6 6 i s t s o c g n w o r r o b f o n o i t a s i l a t i p a C t n u o m a k o o b t e n g n n e p O i t n e r r u c - n o N s n o i t i d d A 3 2 0 2 t n e m r i a p m i f o l a s r e v e r / ) t n e m r i a p m I ( s r e f s n a r T y t r e p o r p t n e m t s e v n i m o r f r e f s n a r T t n u o m a k o o b t e n g n n e p O i t n e r r u c - n o N s n o i t i d d A s r e f s n a r T t n e m r i a p m i d e t l a u m u c c A t n u o m a k o o b t e N t s o C 2 2 0 2 t n u o m a k o o b t e n g n s o C i l t n e m r i a p m i f o l a s r e v e r / ) t n e m r i a p m I ( l s a s o p s D i t n u o m a k o o b t e n g n s o C i l t n e m r i a p m i d e t l a u m u c c A t n u o m a k o o b t e N t s o C . s t n e m e l t i t n e d n a s t h g i r r e t a w f o n o i t a u a v l ’ s r o t c e r i D r o f 1 B e t o n o t r e f e R . s t n e m e l t i t n e d n a s t h g i r r e t a w f o p u e d a m e r a s t e s s a i l e b g n a t n I s t n e m e t a t S i l a i c n a n F e h t o t p u o r G s d n u F l a r u R s e t o N 60 3 2 0 2 e n u J 0 3 s t e s s a e b g n a t n l i I 5 C Permanent water rights and entitlements are recorded at historical cost less accumulated impairment losses. Such rights have an indefinite life and are not depreciated. The carrying value is tested annually for impairment as well as for possible reversal of impairment. If events or changes in circumstances indicate impairment, or reversal of impairment, the carrying value is adjusted to take account of impairment losses. Impairment recognised during the year relating to the directors’ valuation on Ground water (NSW). Offset by the reversal of impairment in the cropping segment largely relating to the Lynora Downs and Baamba Plains properties based on the 30 June 2023 independent valuation. C6 Property – owner occupied 2023 Land Building Irrigation Total Opening net book amount Acquisitions Additions Capitalisation of borrowing costs Transfer from deposit Transfer from investment property Transfer to investment property Depreciation Impairment Fair value adjustment - other comprehensive income Closing net book amount $'000 61,796 41,812 1,003 1,003 18,504 3,687 (1,030) - 1,184 $'000 6,035 2,549 1,945 8 - 1,522 (28) (370) (579) $'000 596 - 6,420 3 - 236 - (132) (3,807) $'000 68,427 44,361 9,368 1,014 18,504 5,445 (1,058) (502) (3,202) 1,771 129,730 72 11,154 - 3,316 1,843 144,200 2022 Land Building Irrigation Total Opening net book amount Acquisitions Additions Transfer to investment property Disposals Depreciation Impairment Fair value adjustment - other comprehensive income Closing net book amount $'000 27,405 45,563 482 (9,002) (3,265) - (659) $'000 $'000 816 5,753 433 (529) (25) (174) (253) 63 - 546 (9) - (4) - $'000 28,284 51,316 1,461 (9,540) (3,290) (178) (912) 1,272 61,796 14 6,035 - 596 1,286 68,427 Property – owner occupied relates to owner occupied property that is being used to conduct farming operations by the Group and accounted for under AASB 116 Property, Plant and Equipment. Property – owner occupied are held under the revaluation model. As at 30 June 2023, this included properties that were operated by the Group including the Maryborough properties (cropping), Baamba Plains (cropping), Beerwah, Bauple (macadamias) and Kaiuroo (cattle). These assets are subject to revaluations based on the Group’s valuation policies. Increases in the carrying amounts arising from revaluation of Property are recognised in other comprehensive income and accumulated in net assets attributable to unitholders under asset revaluation reserve. Revaluation increases which reverse a decrease previously recognised in profit and loss are recognised in profit or loss. Revaluation decreases which offset previous increases are recognised in other comprehensive income in the asset revaluation reserve. Any other decreases are recognised in profit and loss. 41 61 Rural Funds Group Notes to the Financial Statements 30 June 2023 C6 Property – owner occupied (continued) Elements of Property – owner occupied are subject to depreciation over their respective useful lives calculated on a straight-line basis on the carrying amount. The useful lives and for each class of depreciable asset are shown below: Fixed asset class: Land Buildings Irrigation Useful life: Not applicable 20 years 40 years At the end of each annual reporting period, the useful life of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate. Property – owner occupied as stated on a historical cost basis is as follows: 2023 Cost Accumulated depreciation and impairment Net book amount 2022 Cost Accumulated depreciation and impairment Net book amount C7 Plant and equipment – other Land Building Irrigation $'000 127,813 (1,126) 126,687 $'000 12,446 (1,378) 11,068 $'000 7,259 (3,943) 3,316 Land Building Irrigation $'000 62,834 (2,310) 60,524 $'000 6,450 (429) 6,021 $'000 600 (4) 596 Opening net book amount Additions Transfers from finance lease - equipment Disposals Depreciation Decrement (depreciation capitalised to developments) Closing net book amount Cost Accumulated depreciation Accumulated impairment Net book amount 2023 $'000 16,530 12,892 1,151 (221) (2,336) (971) 27,045 40,633 (12,266) (1,322) 27,045 Total $'000 147,518 (6,447) 141,071 Total $'000 69,884 (2,743) 67,141 2022 $'000 8,716 10,438 44 (382) (1,456) (830) 16,530 26,811 (8,959) (1,322) 16,530 Classes of plant and equipment other than bearer plants are measured using the cost model as specified below. The asset is carried at its cost less any accumulated depreciation and any impairment losses. Costs include purchase price, other directly attributable costs and the initial estimate of the costs of dismantling and removing the asset, where applicable. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. The Group manages and monitors its leased assets and physically attends to properties where assets are located on a regular basis. Rural Funds Group Notes to the Financial Statements 30 June 2023 C7 Plant and equipment – other (continued) The useful lives and for each class of depreciable asset are shown below: Fixed asset class: Capital works in progress Plant and equipment Farm vehicles and equipment Useful life: Not applicable 2-16 years 2-16 years At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit and loss. C8 Assets held for sale Investment property Bearer plants Total Note C2 C3 2023 $'000 - - - 2022 $'000 542 173 715 At 30 June 2022, investment property and bearer plants held for sale relates to the Dohnt vineyard sold during the year. C9 Deposits Deposit for acquisition of Kaiuroo property Total 2023 $'000 - - 2022 $'000 18,504 18,504 The Kaiuroo deposit includes stamp duty calculated on the amount paid. The property was acquired in April 2023 and recognised as property - owner occupied. C10 Capital commitments Capital expenditure across all properties largely relates to macadamia developments, cattle property developments cropping property developments and almond property improvements. These commitments are contracted for but not recognised as liabilities. The decrease in commitments during the year largely relates to the settlement of the Kaiuroo property in April 2023. Investment property Bearer plants Intangible assets Plant and equipment Total 2023 $'000 95,862 28,301 24,766 1,508 150,437 2022 $'000 142,709 17,254 34,263 570 194,796 62 42 43 63 Rural Funds Group Notes to the Financial Statements 30 June 2023 D. TAX Since 1 July 2014, Rural Funds Trust (a subsidiary of Rural Funds Trust at the time) became a flow through trust for tax purposes. As a result, it is no longer probable that a tax liability will be incurred in these entities in relation to future sale of assets for a gain or through trading. Rural Funds Trust considers itself an attribution managed investment trust (AMIT). RFM Australian Wine Fund (a subsidiary of Rural Funds Trust) is the head of a separate tax consolidated group, taxed in its own right. RF Active (a subsidiary of Rural Funds Trust) is a public trading trust and is taxed as a company. D1 Income tax expense The charge for current income tax expense is based on the profit adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding in a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is charged/credited in the income statement except where it relates to items that may be credited directly to net assets attributable to unitholders, in which case the deferred tax is adjusted directly against net assets attributable to unitholders. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on management’s judgement, the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The major components of income tax expense comprise: Current tax Deferred tax Adjustments in respect of deferred income tax of previous years Income tax expense reported in the Statement of Comprehensive Income Income tax expense is attributable to: Profit from continuing operations Total Deferred income tax expense included in income tax expense comprises: Increase in deferred tax assets Increase in deferred tax liabilities Total Amounts charged or credited directly to equity Capitalised issue costs Change in fair value taken through asset revaluation reserve Total 64 2023 $'000 364 (651) (40) (327) (327) (327) 918 (1,136) (218) - 473 473 2022 $'000 - 1,327 - 1,327 1,327 1,327 - 184 184 (16) (1,127) (1,143) 44 Rural Funds Group Notes to the Financial Statements 30 June 2023 D1 Income tax expense (continued) Numerical reconciliation of income tax expense to prima facie tax payable Net profit before income tax At the statutory income tax rate of 30% (2022: 30%) Tax effect of amounts that are not taxable in determining taxable income Derecognition of tax losses Adjustments in respect of tax of previous years Total 2023 $'000 94,171 28,251 (32,523) 3,985 (40) (327) 2022 $'000 210,463 63,139 (61,812) - - 1,327 The Group has derecognised deferred tax assets amounting to $3,985,000 as at the end of the financial year relating to carried forward tax losses in RF Active that are available to be utilised. Franking credits At 30 June 2023 there were $1,986,000 of franking credits available to apply to future income distributions (2022: $3,755,000). D2 Deferred tax and current tax payable Deferred tax liabilities Bearer plants Plant and equipment Fair value investment property Other assets Gross deferred tax liabilities Set off of deferred tax assets Net deferred tax liabilities Deferred tax assets Investments Intangible assets Other Unused income tax losses Gross deferred tax assets Set off of deferred tax liabilities Net deferred tax assets 2023 $'000 3,408 1,390 5,151 876 10,825 (2,491) 8,334 216 1,513 64 1,616 3,409 (2,491) 918 2022 $'000 2,947 1,447 4,895 1,276 10,565 (2,931) 7,634 47 - 61 2,823 2,931 (2,931) - Recognised tax assets and liabilities Current income tax Deferred income tax 2023 $'000 1,038 (364) - (415) 259 2022 $'000 477 - - 561 1,038 Opening balance Charged to income Credited to equity Tax payments Closing balance Tax expense in the Consolidated Statement of Comprehensive Income Amounts recognised in the Consolidated Statement of Financial Position: Deferred tax asset Deferred tax liability 2023 $'000 (7,634) 691 (473) - (7,416) (327) 918 (7,416) 2022 $'000 (7,450) (1,327) 1,143 - (7,634) 1,327 - (7,634) 45 65 Rural Funds Group Notes to the Financial Statements 30 June 2023 E. CAPITAL STRUCTURE AND FINANCIAL RISK MANAGEMENT RFM, the Responsible Entity of RFF, is responsible for managing the policies designed to optimise RFF’s capital structure. This is primarily monitored through an internal gearing ratio target range of 30-35% calculated as interest bearing liabilities as a proportion of adjusted total assets. The optimal capital structure is reviewed periodically, although this may be impacted by market conditions which may result in an actual position which may differ from the desired position. E1 Interest bearing liabilities Current Equipment loans (ANZ) Borrowings (Rabobank) TRG loan J&F Guarantee - Borrowing loss provision Total Non-current Borrowings (ANZ) Borrowings (Rabobank) Borrowings (NAB) TRG loan Total 2023 $'000 2,783 24,455 5,714 198 33,150 281,393 242,565 50,648 32,857 607,463 2022 $'000 2,525 - - 198 2,723 220,864 184,236 50,000 - 455,100 Interest bearing liabilities are initially recognised at fair value less any related transaction costs. Subsequent to initial recognition, interest bearing liabilities are stated at amortised cost. Any difference between cost and redemption value is recognised in the consolidated statement of comprehensive income over the entire period of the borrowings on an effective interest basis. Interest-bearing liabilities are classified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for at least twelve months from the balance sheet date. J&F Guarantee Subsequent to initial recognition, financial guarantee contracts are measured as financial liabilities at the higher of any loss allowance calculated and the amount initially recognised. A loss allowance is recognised for expected credit losses on a financial guarantee contract. The expected credit loss is assessed based on the probability of default and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the risk of default at the reporting date is compared to the risk of default at the date of initial recognition. Consideration is made to factors that could impact the financial guarantee such as actual or expected significant adverse changes in business, financial or economic conditions, and any material / adverse changes to the operating results of the associated parties of the financial guarantee. The J&F Guarantee is a $132.0 million (2022: $132.0 million) limited guarantee provided by the Group to J&F Australia Pty Ltd (J&F), a wholly owned subsidiary of Rural Funds Management Limited, for a period of ten years from August 2018. From the provision of this guarantee, the Group earns a guarantee fee classified as finance income as noted in B3, paid on a monthly basis. The guarantee is currently used to support $132.0 million of J&F’s debt facility which is used for cattle purchases, feed and other costs associated with finishing the cattle on the feedlots, enabling J&F to supply cattle to JBS Australia Pty Limited (JBS) for its grain fed business. Given J&F’s primary source of income is from payments from JBS, a J&F default is only likely to occur in the event of a JBS default. In the event of a JBS default, J&F would cease buying cattle and commence selling cattle in the feedlots. As cattle are sold, J&F bank loans would be repaid. Given that lot-fed cattle can gain up to 2kgs per day, and are sold on a per kg basis, a material fall in the cattle price would be required for there to be a shortfall. The guarantee would be called to cover any shortfall between J&F borrowings and cattle sales but limited to $132.0 million. The guarantee fee received from J&F during the year was $7,615,000 (2022: $9,662,000). The return to the Group relating to the guarantee fee arrangement for the year was approximately 7.6% (2022: 10.8%) inclusive of interest offset savings. There was no event of default during the year, and as a result, the guarantee has not been called. Rural Funds Group Notes to the Financial Statements 30 June 2023 E1 Interest bearing liabilities (continued) J&F Guarantee (continued) The financial guarantee was recognised at fair value at inception, which was nil. Subsequently, it is carried at the value of the expected credit loss. The credit loss has been calculated considering the likelihood of the financial guarantee being triggered and its financial impact on the Group. In calculating the allowance, consideration is given to counterparty risk associated with the arrangement, with JBS being the ultimate counterparty. The credit risk of JBS was determined not to have increased significantly since initial recognition, therefore the loss allowance for the guarantee has been recognised at an amount equal to 12-month expected credit losses. Consideration is also given to the value of cattle in assessing any potential shortfall should the guarantee be called by the Group. The credit loss allowance is recognised at fair value through profit or loss. The additional credit loss provision recognised in the year was nil (2022: $149,000). As part of the JBS transaction, the Group purchased five feedlots from JBS Australia Pty Limited (JBS) and leased them back to JBS. The feedlots are classified as a finance lease with a repurchase call option exercisable by JBS and a sale put option exercisable by the Group as noted in C4. The call option held by JBS can be exercised from year six but will incur a break fee if exercised before year ten in 2028. Borrowings At 30 June 2023 the core debt facility available to the Group was $670,000,000 (2022: $520,000,000), with a drawn balance of $574,606,000 (2022: $455,100,000). The facility is split into two tranches, with a $410,000,000 tranche expiring in November 2024 and a $260,000,000 tranche expiring in November 2025. As at 30 June 2023 RFF had active interest rate swaps totalling 44.0% (2022: 40.2%) of the syndicated debt balance to manage interest rate risk. Hedging requirements under the terms of the borrowing facility may vary with bank consent. As at 30 June 2023 the TRG loan balance was $38,571,000. A $40,000,000 loan was provided to the Group on commencement of the initial lease with an additional $60,000,000 provided during the balance of the development. Debt is repaid with interest over 7 years. As at 30 June 2023 a borrowing facility provided by Rabobank to the Group relating to the acquisition of Wyseby property was $24,455,000. At balance date, the facility was due to terminate on 26 June 2024. Subsequent to the year end, this facility was extended to 26 September 2024. Loan covenants Under the terms of the updated borrowing facility, the Group was required to comply with the following financial covenants for the year ended 30 June 2023: • maintain a maximum loan to value ratio of 55% (2022: 55%); • maintain net tangible assets (including water entitlements) in excess of $400,000,000; and • an interest cover ratio for the Group not less than 2.00:1.00 with distributions permitted if the interest cover ratio is not less than 2.15:1.00. The loan to value ratio calculation includes the J&F guarantee of $132.0 million (2022: $132.0 million). Rural Funds Group has complied with the financial covenants of its borrowing facilities during the year. In August 2023, the Group received approval from the banking syndicate to reduce the interest cover ratio financial covenant to 1.50:1.00 with distributions permitted if the interest cover ratio is not less than 1.65:1:00 from 1 July 2023 to 30 June 2025. Loan amounts are provided at the Bankers’ floating rate, plus a margin. For bank reporting purposes, these assets are valued at market value based on the latest external valuation report. Refer to section B1 for Directors’ valuation of water rights and entitlements. Borrowings with Australian and New Zealand Banking Group (ANZ), Cooperatieve Rabobank UA (Rabobank) and National Australia Bank (NAB) are secured by: • • a fixed and floating charge over the assets held by Australian Executor Trustee Limited (AETL) as custodian for Rural Funds Trust, RFM Australian Wine Fund (a subsidiary of Rural Funds Trust) and RF Active; and registered mortgages over all property owned by the Rural Funds Trust and its subsidiaries provided by AETL as custodian for Rural Funds Trust and its subsidiaries. 66 46 47 67 Rural Funds Group Notes to the Financial Statements 30 June 2023 E1 Interest bearing liabilities (continued) The following assets are pledged as security over the loans: 2023 Mortgage: Leased Properties Other assets Equipment Total 2022 Mortgage: Leased Properties Other assets Equipment Total Investment property Water licences $'000 $'000 Plant and equipment - Bearer Plants $'000 Financial assets Plant and equipment Assets held for sale Total $'000 $'000 $'000 $'000 923,406 - - 923,406 100,959 66,029 - 166,988 217,700 - - 217,700 74,974 16,784 - 91,758 - - 27,045 27,045 - 1,317,039 82,813 - - 27,045 - 1,426,897 Investment property Water licences $'000 $'000 Plant and equipment - Bearer Plants $'000 Financial assets Plant and equipment Assets held for sale Total $'000 $'000 $'000 $'000 786,981 86,647 190,488 70,786 - 715 1,135,617 - - 786,981 71,032 - 157,679 - - 190,488 17,887 - 88,673 - 16,530 16,530 - - 88,919 16,530 715 1,241,066 E2 Financial assets – other (non-property related) Investment - Marquis Macadamias Limited Investment - Almondco Australia Limited Total 2023 $'000 5,231 3,432 8,663 2022 $'000 5,270 3,188 8,458 The Group’s investments in Marquis Macadamias Limited and Almondco Australia Limited are held at fair value through profit and loss. Fair value has been assessed based on the latest financial information and management’s assessment of net realisable value. E3 Derivative financial instruments measured at fair value Rural Funds Group Notes to the Financial Statements 30 June 2023 E4 Fair value measurement of assets and liabilities This note explains the judgements and estimates made in determining fair values of Investment property, Plant and equipment – bearer plants and financial assets and liabilities that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified each item into the three levels prescribed under Australian Accounting Standards as mentioned above. Level 1 Fair value based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date (such as publicly traded equities). Level 2 Fair value based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 One or more significant inputs to the determination of fair value is based on unobservable inputs for the asset or liability. RFF’s financial assets and liabilities relating to interest rate swap derivatives are level 2. At 30 June 2023, cattle biological assets are level 2, and all other non-financial assets are level 3. RFF’s unlisted equity investments, BIL, CICL, Marquis Macadamias Ltd and Almondco are level 3. The Group’s policy is to recognise transfers into and out of fair value hierarchy levels at the end of the reporting period. There were no transfers in the current year (2022: nil). Valuation techniques used to determine fair values Specific valuation techniques used to value financial instruments via level 2 inputs include: the use of quoted market prices or dealer quotes for similar instruments; the fair value of interest rate swaps is calculated as the present value of estimated future cash flows based on observable yield curves • • Specific valuation techniques used to value financial assets, investment property and bearer plants via level 3 are discussed in section C1. E5 Financial instruments Financial instruments are recognised initially using trade date accounting, i.e. on the date that the Group becomes party to the contractual provisions of the instrument. On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred). 2023 $'000 2022 $'000 a. Financial assets Assets Non-current Interest rate swaps Total other assets Current Interest rate swaps Total other liabilities 42,040 33,698 42,040 33,698 - - 589 589 The Group’s derivative financial instruments are held at fair value (level 2 - see section E4). Financial assets are divided into the following categories which are described in detail below: • • financial assets at amortised cost; and financial assets at fair value through profit or loss. Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument and its purpose. A financial instrument’s category is relevant to the way it is measured and whether any resulting income and expenses are recognised in profit or loss or in other comprehensive income. 68 48 49 69 Rural Funds Group Notes to the Financial Statements 30 June 2023 E5 Financial instruments (continued) b. Financial assets at amortised cost Financial assets held with the objective of collecting contractual cash flows are recognised at amortised cost. After initial recognition these are measured using the effective interest method, less provision for expected credit loss. Any change in their value is recognised in profit or loss. Discounting is omitted where the effect of discounting is considered immaterial. For trade receivables, finance lease receivables and loans receivables, impairment provisions are recorded in a separate allowance account with the loss being recognised in profit or loss. Subsequent recoveries of amounts previously written off are credited against other income in profit or loss. c. Financial assets at fair value through profit or loss The group classifies the following financial assets at fair value through profit or loss: • • debt investments that do not qualify for measurement at either amortised cost equity investments for which the entity has not elected to recognise fair value gains and losses through other comprehensive income Rural Funds Group Notes to the Financial Statements 30 June 2023 E6 Financial risk management The Group is exposed to a variety of financial risks through its use of financial instruments. The Group‘s overall risk management plan seeks to minimise potential adverse effects due to the unpredictability of financial markets. The Group does not speculate in financial assets. The most significant financial risks which the Group is exposed to are described below: • Market risk - interest rate risk and price risk • Credit risk • Liquidity risk The principal categories of financial instrument used by the Group are: Loans and receivables Finance lease receivables • • • Cash at bank • Bank overdraft • • • Trade and other payables Floating rate bank loans Interest rate swaps The Group’s derivatives, investments in Marquis Macadamias Ltd and Almondco are held at fair value through profit or loss. a. Financial risk management policies Assets included within this category are carried in the consolidated statement of financial position at fair value with changes in fair value recognised in profit or loss. Any gain or loss arising from derivative financial instruments is based on changes in fair value, which is determined by direct reference to active market transactions or using a valuation technique where no active market exists. d. Financial liabilities Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest-related charges are reported in profit or loss and are included in the income statement line item titled "finance costs". Financial liabilities that are measured at fair value through profit or loss include the Group’s derivatives. All other financial liabilities are measured at amortised cost. Risks arising from holding financial instruments are inherent in the Group’s activities and are managed through a process of ongoing identification, measurement and monitoring. The Responsible Entity is responsible for identifying and controlling risks that arise from these financial instruments. The risks are measured using a method that reflects the expected impact on the results and net assets attributable to unitholders of the Group from changes in the relevant risk variables. Information about these risk exposures at the reporting date, measured on this basis, is disclosed below. Concentrations of risk arise where a number of financial instruments or contracts are entered into with the same counterparty, or where a number of counterparties are engaged in similar business activities that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. b. Interest rate risk and swaps held for hedging Interest rate risk is managed by using a floating rate debt and through the use of interest rate swap contracts. The Group does not speculate in the trading of derivative instruments. Interest rate swap transactions are entered into by the Group to exchange variable to fixed interest payment obligations to protect long-term borrowings from the risk of increasing interest rates. The economic entity has variable interest rate debt and enters into swap contracts to receive interest at variable rates and pay interest at fixed rates. The notional principal amounts of the swap contracts approximate 42.2% (2022: 40.2%) of the Group's floating rate debt at 30 June 2023. At balance date, the details of the effective interest rate swap contracts are: Maturity of notional amounts Settlement - between 0 to 3 years Settlement - 3 to 5 years Settlement - greater than 5 years Total Effective average interest rate payable Balance 2023 % 3.37 2.81 3.25 2022 % 3.42 3.06 3.01 2023 $'000 143,000 33,000 77,000 253,000 2022 $'000 13,000 93,000 77,000 183,000 70 50 51 71 Rural Funds Group Notes to the Financial Statements 30 June 2023 E6 Financial risk management (continued) Rural Funds Group Notes to the Financial Statements 30 June 2023 E6 Financial risk management (continued) b. Interest rate risk and swaps held for hedging (continued) d. Credit risk The maximum exposure to credit risk (excluding the value of any collateral or other security) at balance date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets. This has been disclosed in the Consolidated Statement of Financial Position and notes to the financial statements. Credit risk and associated impacts are also managed through security, in the form of guarantees, security deposits and property security in favour of the group. Counterparty credit risk for finance leases and term loans have also been assessed and accounted for through the recognition of credit loss provisions. All the entity’s debt investments at amortised cost are considered to have low credit risk and the loss allowance recognised during the year was therefore limited to 12 months’ expected losses. Management considers the credit risk to be low where the counterparty does not have material outstanding repayments and has capacity to meet its contractual debt obligations. Debt investments are secured against collateral which is monitored by management. In recognising any potential credit loss provisions, management also assesses the collateral held. Where the fair value of such collateral is greater than the debt investment, a lower loss allowance amount is recognised. The following interest rate swap contracts that have been entered into but are not yet effective as at 30 June 2023 are: Effective average interest rate payable Balance Maturity of notional amounts Settlement - between 0 to 3 years Settlement - 3 to 5 years Settlement - greater than 5 years Total 2023 % 2.66 3.26 2.25 2022 % - 3.59 2.27 2023 $'000 20,000 155,000 230,000 405,000 2022 $'000 - 40,000 230,000 270,000 The net gain recognised on the swap derivative instruments for the year ended 30 June 2023 was $8,930,000 (2022: $51,852,000). At 30 June 2023 the Group had the following mix of financial assets and liabilities exposed to variable interest rates: Cash Interest bearing liabilities (current) Interest bearing liabilities (non-current) Total 2023 $'000 5,753 (24,454) (574,606) (593,307) 2022 $'000 4,961 - (455,100) (450,139) At 30 June 2023, 6.46% (2022: 0.55%) of the Group’s debt is fixed, excluding the impact of interest rate swaps. c. Interest rate risk (sensitivity analysis) At 30 June 2023, the effect on profit before tax and net assets attributable to unitholders as a result of changes in the interest rate, including the effect of interest rate swaps, finance income and revaluation of derivatives, with all other variables remaining constant, would be as follows: Change in profit before income tax: Increase in interest rate by 1% Decrease in interest rate by 1% Change in equity: Increase in interest rate by 1% Decrease in interest rate by 1% 2023 $'000 18,563 (20,341) 18,563 (20,341) 2022 $'000 22,530 (25,135) 22,530 (25,135) 72 52 53 73 n r e c n o c g n o g i e h t d r a u g e a s o f t e r a l a t i p a c i g n g a n a m n e h w s e v i t c e b o s p u o r G e h T j ' l . s r e d o h t i n u o t l e b a t u b i r t t a s t e s s a t e n s a l a t i p a c s e n i f e d p u o r G e h t l i f o y t i t n E e b s n o p s e R e h T s t n e m e t a t S i l a i c n a n F e h t o t p u o r G s d n u F l a r u R s e t o N 74 3 2 0 2 e n u J 0 3 ) d e u n i t n o c ( t n e m e g a n a m k s i r l a i c n a n F 6 E i t n e m e g a n a m l a t i p a c d n a k s i r y t i i d u q L i . e i g n w o r r o b n o m o o r d a e h e a u q e d a t t a h t g n i r u s n e d n a s w o l f h s a c t s a c e r o f g n i r o t i n o m y b k s i r y t i d u q i i l s e g a n a m p u o r G e h T . e r u t c u r t s l a t i p a c l a m i i i t p o n a n a t n a m o t d n a p u o r G e h t f o . s r e d o h l t i n u o t i d a p s n o i t u b i r t s d i f o t n u o m a e h t g n i t s u d a j r o t b e d e c u d e r o t s t e s s a g n i t s e v d i y b l a t i p a c s t i t s u d a j i r o n a t n a m o t i l e b a s i p u o r G e h T i i . d e n a t n a m e r a s e i t i l i c a f e r a l e b a t e h t n i d e s o c s d l i s t n u o m a e h T . 3 2 0 2 e n u J 0 3 t a s a s e i t i l i b a i l l i a c n a n i f i d e s n g o c e r m o r f g n i t l u s e r t s e r e t n i d n a s t n e m y a p e r d e x i f y l l a u t c a r t n o c l l a s t c e l f e r w o e b l l e b a t e h T s w o l f h s a c d e t n u o c s d n u i e h t , s p a w s t e a r t s e r e n t i r o F . e t a d g n i t r o p e r e h t t a l e b a c i l p p a s e t a r t s e r e t n i g n s u i d e t a m i t s e n e e b e v a h i h c h w s w o l f h s a c d e t n u o c s d n u i l a u t c a r t n o c e h t l a t o T s r a e y 5 r e v O s r a e y 5 o t 3 s r a e y 3 o t 1 r a e y 1 o t s h t n o m 6 s h t n o m 6 n a h t s s e L . d o i r e p g n i t r o p e r e h t f o d n e e h t t a e b a c l i l p p a s e t a r t s e r e t n i d r a w r o f g n s u i d e t a m i t s e n e e b e v a h Rural Funds Group 4 5 Notes to the Financial Statements 30 June 2023 E7 Issued units Units on issue at the beginning of the period Units issued during the year Distributions to unitholders Units on issue 2023 No. 382,514,759 2,341,799 - 384,856,558 $'000 471,797 5,665 (11,550) 465,912 2022 No. 339,900,556 42,614,203 - 382,514,759 $'000 385,140 103,039 (16,382) 471,797 The holders of ordinary units are entitled to participate in distributions and the proceeds on winding up of the Group. On a show of hands at meetings of the Group, each holder of ordinary units has one vote in person or by proxy, and upon a poll each unit is entitled to one vote. Voting is determined based on the closing market value of each unit. The Group does not have authorised capital or par value in respect of its units. Distributions totalling $45,038,000 were declared during the year. Distributions are allocated to the components of equity which is comprised of issued units and retained earnings. E8 Distributions payable Distributions payable Total 2023 $'000 11,942 11,942 2022 $'000 11,756 11,756 3 5 1 , 5 4 2 5 , 2 9 8 5 - 8 7 8 , 6 4 6 0 , 3 9 3 8 , 7 7 4 6 9 7 , 1 1 7 5 0 1 , 6 8 4 8 3 7 , 1 2 7 - - - - - 2 2 0 2 0 0 0 $ ' 3 2 0 2 0 0 0 $ ' 2 2 0 2 0 0 0 $ ' - - - 3 2 0 2 0 0 0 $ ' 1 0 6 , 0 1 1 0 6 , 0 1 - - - 4 6 4 4 6 4 2 2 0 2 0 0 0 $ ' 3 2 0 2 0 0 0 $ ' 2 2 0 2 0 0 0 $ ' 3 2 0 2 0 0 0 $ ' 2 2 0 2 0 0 0 $ ' 3 2 0 2 0 0 0 $ ' - - 8 9 7 - - 5 7 2 , 1 - - 2 5 2 , 1 - - 5 3 4 - - 4 8 5 3 0 4 , 3 1 9 5 7 , 6 6 4 0 1 6 , 2 2 6 0 4 5 , 5 9 6 7 , 4 4 1 0 2 , 4 1 4 3 0 , 8 6 4 2 6 8 , 3 2 6 5 7 9 , 5 3 5 3 , 5 4 2 3 6 , 1 1 1 2 7 , 7 2 2 2 0 2 0 0 0 $ ' 0 4 5 , 5 3 5 1 , 5 0 5 3 9 8 5 3 2 0 2 0 0 0 $ ' - 0 3 4 8 7 8 , 6 3 1 4 , 0 2 s e i t i l i b a i l l i a c n a n F i s e i t i l i b a i l g n i r a e b t s e r e t n I l s e b a y a p r e h t o d n a e d a r T s p a w s t e a r t s e r e t n I s n a o l t n e m p u q E i l a t o T 55 75 Rural Funds Group Notes to the Financial Statements 30 June 2023 F. OTHER ASSETS AND LIABILITIES F1 Cash and cash equivalents Cash at bank Total Reconciliation of cash 2023 $'000 5,753 5,753 2022 $'000 4,961 4,961 Cash and cash equivalents reported in the Statement of Cash flows are reconciled to the equivalent items in the Statement of Financial Position as follows: Cash and cash equivalents F2 Trade and other receivables Current Trade receivables Sundry receivables Receivables from related parties Total 2023 $'000 5,753 2023 $'000 8,550 1,146 857 10,553 2022 $'000 4,961 2022 $'000 6,239 154 349 6,742 Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue with no significant overdue amounts. F3 Other assets Current Prepayments Total Non-current Deposits Other Total 2023 $'000 1,860 1,860 11,649 3 11,652 2022 $'000 1,922 1,922 10,005 129 10,134 Rural Funds Group Notes to the Financial Statements 30 June 2023 F4 Biological assets 2023 Opening net book amount Additions Increases/(decrease) due to biological transformation Decreases due to sales Closing net book amount Soy beans $'000 - 32 Sugar Macadamias $'000 $'000 1,925 2,437 3,328 2,693 Cropping $'000 534 3,405 Cattle $'000 2,930 10,523 Total $'000 7,826 19,981 (11) (21) - 991 (2,258) 2,087 (296) 513 (3,755) 2,366 (2,592) 403 (3,702) 2,324 (3,955) 9,202 (14,025) 14,295 2022 Opening net book amount Additions Increases/(decrease) due to biological transformation Decreases due to sales Closing net book amount Soy beans $'000 - 2 Sugar Macadamias $'000 $'000 2,988 - 1,440 2,696 Cropping $'000 - 422 (2) 2,102 - - (5,349) 2,437 2,834 (2,349) 1,925 120 (8) 534 Cattle $'000 - 2,930 - - 2,930 Total $'000 2,988 7,490 5,054 (7,706) 7,826 Biological assets relate to the Group’s farming operations. In accordance with AASB 141 Agriculture. The Group’s cropping biological assets have been recognised at fair value as determined based on the present value of expected net cash flows from the crops. Cattle biological assets relates to livestock recognised at fair value as determined based on sales for similar cattle in active markets. Fair value has been based on expected net cash flows from the crops discounted from the time of harvest. The main level 3 inputs used by the Group includes estimates based on production costs (including input and harvest costs) and the estimated time of harvest adjusted for the risks of the cash flows. Significant estimates used in determining the expected net cash flows: Sugar from cane planted (tonnes per ha) The higher the sugar from cane planted, the higher the fair value Yield Price ($ per tonne) The higher the yield, the higher the fair value The higher the net price, the higher the fair value Changes in the fair value of biological assets are recognised in the statement of comprehensive income in the year they arise. Judgements and estimates are made in determining the fair values of the biological assets that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its biological assets into three levels prescribed under the accounting standards. 2023 Sugar Macadamias Cropping Cattle Total biological assets Level 1 $'000 - - - - - Level 2 $'000 - - - 9,202 9,202 Level 3 $'000 2,366 403 2,324 - 5,093 Total $'000 2,366 403 2,324 9,202 14,295 76 56 57 77 Rural Funds Group Notes to the Financial Statements 30 June 2023 F4 Biological assets (continued) Rural Funds Group Notes to the Financial Statements 30 June 2023 F7 Unearned income Level 1 $'000 - - - - - Level 2 $'000 - - - 2,930 2,930 Level 3 $'000 2,437 1,925 534 - 4,896 Total $'000 2,437 1,925 534 2,930 7,826 Current Unearned lease income Total Non-current Unearned lease income Total 2023 $'000 975 975 5,902 5,902 2022 $'000 657 657 - - Unobservable inputs Range of inputs 2023 2022 Unearned lease income – non-current relates to rent received from TRG prior to lease commencement. Lease income is subsequently recognised on a straight-lined basis over the term of the lease. 2022 Sugar Macadamias Cropping Cattle Total biological assets Farming operations Sugar Fair value at 2023 $'000 2,366 2022 $'000 2,437 Sugar from cane planted (tonnes per ha) Macadamias 403 Cropping (mungbean) 95 Cropping (cotton) 971 Cropping (other crops) 1,258 184 Net price ($ per tonne) (+/- 10%) 1,925 Macadamia yield (tonnes) (+/- 10%) Farmgate NIS price ($ per tonne) (+/-10%) Mungbean yield (tonnes per ha) (+/-10%) Mungbean price ($ per tonne) (+/-10%) Cotton yield (bale per ha) (+/-10%) Cotton lint price ($ per bale) (+/-10%) Cost approximates fair value less costs to sell 350 - Total 5,093 4,896 F5 Inventories Current Agricultural produce - farming operations Other Total F6 Trade and other payables Trade payables Accruals Sundry creditors Total 78 2.5 - 7.2 tonnes per ha $547 - $668 per tonne 718.9 - 878.6 tonnes $1,530 - $1,870 per tonne 0.28 - 0.23 tonnes per ha $900 - $1,000 per tonne 6.8 - 8.2 bales per ha $573 - $700 per bale - 4.2 - 6.8 tonnes per ha $479 - $586 per tonne 690.4 - 843.9 tonnes $3,400 - $4,200 per tonne 0.90 - 1.10 tonnes per ha $861 - $1,052 per tonne - - - 2023 $'000 929 924 1,853 2023 $'000 3,935 2,072 871 6,878 2022 $'000 8 447 455 2022 $'000 2,142 2,136 875 5,153 58 F8 Other non-current liabilities Lessee deposits Total F9 Asset revaluation reserve Opening balance Disposal of Plant and equipment - bearer plants Transfer from Property - owner occupied to Investment property Property - owner occupied - revaluation Plant and equipment - bearer plants - revaluation Total comprehensive income Income tax applicable Closing balance 2023 $'000 3,206 3,206 2023 $'000 49,417 (27) (148) 1,843 19,653 21,321 (473) 70,265 2022 $'000 3,206 3,206 2022 $'000 48,347 - - 1,286 (1,343) (57) 1,127 49,417 59 79 Rural Funds Group Notes to the Financial Statements 30 June 2023 G. ADDITIONAL INFORMATION G1 Key management personnel Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures. These include directors and other key management personnel and their close family members and any entities they control as well as subsidiaries and associates of the Group. The following provides information about transactions with related parties during the year as well as balances owed to or from related parties as at 30 June 2023. Directors The Directors of RFM are considered to be key management personnel of the Group. The Directors of the Responsible Entity in office during the year and up to the date of this report are: Guy Paynter David Bryant Michael Carroll Julian Widdup Andrea Lemmon Interests of Directors of the Responsible Entity Units in the Group held by Directors of RFM or related entities controlled by Directors of RFM as at 30 June 2023 are: Balance at 30 June 2021 Additions Balance at 30 June 2022 Additions Guy Paynter Units 1,559,104 185,606 1,744,710 - David Bryant* Units 15,238,034 1,087,428 16,325,462 619,000 Balance at 30 June 2023 1,744,710 16,944,462 Michael Carroll Units 218,402 36,338 254,740 12,668 267,408 Julian Widdup Units 115,765 19,261 135,026 6,714 141,740 Andrea Lemmon Units - 183,357 183,357 - 183,357 *Includes interests held by Rural Funds Management Limited as the Responsibly Entity. Other key management personnel In addition to the Directors noted above, RFM, as Responsible Entity of the Group is considered to be key management personnel with the authority for the strategic direction and management of the Group. The constitutions of Rural Funds Trust and RF Active (the stapled entities forming the Group) are legally binding documents between the unitholders of the Group and RFM as Responsible Entity. Under the constitutions, RFM is entitled to the following remuneration: • Management fee: 0.6% per annum (2022: 0.6%) of adjusted total assets; and, • Asset management fee: 0.45% per annum (2022: 0.45%) of adjusted total assets. Compensation of key management personnel No amount is paid by the Group directly to the Directors of the Responsible Entity. Consequently, no compensation as defined in AASB 124 Related Party Disclosures is paid by the Group to the Directors as key management personnel. Fees paid and payable to RFM as Responsible Entity are disclosed in note G2. Rural Funds Group Notes to the Financial Statements 30 June 2023 G2 Related party transactions Responsible Entity (Rural Funds Management) and related entities Transactions between the Group and the Responsible Entity and its associated entities are shown below: Management fee Asset management fee Total management fees Expenses reimbursed to RFM Expenses and capital expenditure reimbursed to RFM Macadamias Expenses reimbursed to Cattle JV Expenses reimbursed to RFM Farming Dividends declared to the Responsible Entity Total amount paid to RFM and related entities Rental income received from RFM Rental income received from RFM Farming Rental income received from Cattle JV Rental income received from Cotton JV Rental income received from 2007 Macgrove Project Finance income from Cattle JV Finance income from J&F Australia Expenses charged to RFM Macadamias Expenses charged to RFM Farming Expenses charged to Cattle JV Total amounts received from RFM and related entities 2023 $'000 8,558 6,419 14,977 8,356 12,321 273 3,594 1,530 41,051 22 1,913 1,378 1,775 1,052 1,670 7,615 737 126 198 16,486 2022 $'000 6,850 5,138 11,988 8,290 6,927 383 363 1,460 29,411 20 1,748 2,001 2,871 1,296 1,835 9,662 305 69 152 19,959 The terms and nature of the historical transactions between the Group and related parties have not changed during the year ended 30 June 2023. Transactions entered between related parties during the year have been reviewed. The key movements during the year: Expenses reimbursed to RFM relates to expenses incurred or paid by RFM on behalf of the Group which are subsequently reimbursed by the Group. Examples of these expenses include corporate overheads, professional service fees such as legal, audit and tax matter costs, and regulatory fees and charges. During the year ended 30 June 2023, additional costs were incurred by RFM on behalf of the Group as a result of an increase in the Group’s operations. RFM Macadamias and RFM Farming perform management activities, including capital development and farm management on behalf of the Group. Expenses include service recharge cost recoveries, costs relating to farm management and capital development costs. These costs incurred by RFM Macadamias and RFM Farming are subsequently reimbursed by the Group. Additional costs were incurred by RFM Macadamias and RFM Farming on behalf of the Group as a result of the ongoing macadamia developments and the Group’s farming operations. In April 2023, the Group acquired 412 Macgroves in the 2007 Macgrove Project (M07) for $1,144,000. In June 2023, the Group acquired the remaining 167 Macgroves in M07 for $572,000. M07 was a fund managed by RFM and the transaction is considered a related party transaction. Further details are disclosed in note G3. M07 was subsequently wound up in July 2023. Following the wind up, the Group will operate the macadamia orchards on these properties. Rental income from RFM Farming largely relates to rental income from the Mayneland property. Rental income from Cattle JV largely relates to rental income from Mutton Hole and Oakland Park. Rental income from Cotton JV relates to rental income from Lynora Downs. 80 60 61 81 Rural Funds Group Notes to the Financial Statements 30 June 2023 G2 Related party transactions (continued) Responsible Entity (Rural Funds Management) and related entities (continued) Rental income from 2007 Macgrove Project (M07) largely relates to rental income from Swan Ridge and Moore Park prior to the Group’s acquisition of Macgroves during the year. Finance income from Cattle JV relates to breeder herds under finance. Finance income from J&F Australia Pty Limited (J&F) relates to the $132.0 million (2022: $132.0 million) limited guarantee provided to J&F, a wholly owned subsidiary of Rural Funds Management Limited. From the provision of this guarantee, the Group earns a guarantee fee classified as finance income. Expenses charged to RFM Macadamias, RFM Farming and Cattle JV relate to farm management operating costs and property rates that are incurred by the Group and subsequently reimbursed to the Group. Debtors and finance lease receivables RFM Farming Pty Limited RFM Macadamias Pty Limited Cattle JV Pty Limited Total 2023 $'000 340 171 16,657 17,168 2022 $'000 - 1,639 16,769 18,408 Receivables are not secured and have terms of up to 30 days. Interest is charged on overdue amounts. Finance lease receivables are secured by the Group's ownership of the relevant assets. Outstanding balances are settled through payment. Finance lease receivable from Cattle JV relates to the breeders and agricultural plant and equipment leased to Cattle JV. $304,000 of additional breeders was funded during the year. Creditors Rural Funds Management Limited RFM Farming Pty Limited RFM Macadamias Pty Limited Cattle JV Pty Limited Total Custodian fees Australian Executor Trustees Limited Total Financial Guarantee 2023 $'000 814 91 130 39 1,074 2023 $'000 437 437 2022 $'000 884 17 30 - 931 2022 $'000 365 365 The Group provides a $132.0 million (2022: $132.0 million) guarantee to J&F Australia Pty Limited (J&F), a subsidiary of RFM. The guarantee is currently used to support $132.0 million of J&F’s debt facility which is used for cattle purchases, feed and other costs associated with finishing the cattle on the feedlots, enabling J&F to supply cattle to JBS Australia Pty Limited (JBS) for its grain fed business. The guarantee earns a return for RFF equivalent to an equity rate of return which is calculated on the amount of the guarantee during the year. Entities with influence over the Group Rural Funds Management 2023 Units 13,157,659 2022 % 3.42 Units 12,538,659 % 3.28 Rural Funds Group Notes to the Financial Statements 30 June 2023 G2 Related party transactions (continued) Other David Bryant was appointed as a director of Marquis Macadamia Limited. Marquis during the year. Macadamia Limited provides processing and selling services for the Group’s farming operations on the Beerwah, Bauple, Swan Ridge and Moore Park properties. The Group also holds shares in Marquis Macadamia Limited. Marquis Macadamia Limited is not a related party as defined by AASB 124 Related Party Disclosure. Procedures are in place to manage any potential conflicts of interest. G3 Business Combination In April 2023, the Group acquired 412 Macgroves in the 2007 Macgrove Project (M07), which was a fund managed by RFM. In June 2023, the Group acquired the remaining 167 Macgroves in the 2007 Macgrove Project. The 2007 Macgrove Project was in the business of growing, harvesting and marketing of macadamia nuts to be sold for processing and consumption in Australia and internationally. The 2007 Macgrove Project operated on the Group’s Swan Ridge and Moore Park properties. The 2007 Macgrove Project was subsequently wound up in July 2023. Following the wind up, the Group will operate the macadamia orchards on these properties. The following table shows the assets acquired, liabilities and the purchase consideration at the acquisition dates. Purchase consideration: Cash paid Capital contribution Total purchase consideration Effect of the settlement of pre-existing relationship Fair value of consideration transferred The fair value of identifiable assets and liabilities recognised as a result of the acquisition were as follows: Cash Debtors Biological assets Prepayment Loan from RFM Creditors Net identifiable assets acquired Add: Goodwill Less: Gain on bargain purchase Net assets acquired 412 groves $'000 167 groves $'000 Total $'000 1,144 (1,144) - (419) (419) 276 125 184 114 (434) (244) 21 - (440) (419) 572 - 572 (372) 200 48 144 17 - - (204) 5 195 - 200 1,716 (1,144) 572 (791) (219) 324 269 201 114 (434) (448) 26 195 (440) (219) Pre-existing relationship The settlement of pre-existing relationship relates to $490,000 net receivables between the Group and M07 and $1,281,000 settlement loss relating to the contract terms when compared to the market. Revenue contribution The acquired business contributed revenues of $410,000 to the Group for the period from acquisition to 30 June 2023. 82 62 63 83 Rural Funds Group Notes to the Financial Statements 30 June 2023 G4 Parent entity information The Group was formed by the stapling of the units in two trusts, Rural Funds Trust and RF Active. In accordance with Accounting Standard AASB 3 Business Combinations, the stapling arrangement referred to above is regarded as a business combination and the Rural Funds Trust has been identified as the parent for preparing Consolidated Financial Reports. RFM Australian Wine Fund and Agricultural Income Trust Fund 1, holding the Group’s vineyard assets, are wholly owned subsidiaries of Rural Funds Trust. The financial information of the parent entity, Rural Funds Trust has been prepared on the same basis as the consolidated financial statements, except as set out below. Investments in subsidiaries and associates Investments in subsidiaries and associates are accounted for at historical cost less any accumulated impairment. Distributions received from equity investments are recognised in the parent entity’s profit or loss when its right to receive the distribution is established. The individual financial statements of the parent entity, Rural Funds Trust, show the following aggregate amounts: Statement of Financial Position ASSETS Current assets Non-current assets Total assets LIABILITIES Current liabilities Non-current liabilities Total liabilities NET ASSETS ATTRIBUTABLE TO UNITHOLDERS Issued units Asset revaluation reserve Retained earnings Total equity Statement of Comprehensive Income Net profit after income tax Other comprehensive income for the year, net of tax Total comprehensive income attributable to unitholders 2023 $'000 2022 $'000 16,475 1,628,596 1,645,071 29,321 1,321,574 1,350,895 15,089 661,082 676,171 459,078 66,718 443,104 968,900 110,257 17,927 128,184 16,746 458,306 475,052 465,075 47,505 363,263 875,843 207,328 2,413 209,741 Rural Funds Group Notes to the Financial Statements 30 June 2023 G5 Cash flow information Reconciliation of net profit after income tax to cash flow from operating activities Net profit after income tax Cash flows excluded from profit attributable to operating activities Non-cash flows in profit Change in fair value of investment property Change in fair value of bearer plants Impairment of intangible assets Impairment of property - owner occupied Depreciation - bearer plants Depreciation and amortisation/impairment - other Gain on sale of assets Amortisation of lease incentives Interest component of JBS feedlot finance lease Straight-lining of rental revenue Change in fair value of financial assets/liabilities Change in fair value of biological assets - farming operations Change in fair value of interest rate swaps Loss on settlement of pre-existing relationship - Macgrove acquisition Gain on bargain purchase - Macgrove acquisition Impairment of goodwill - Macgrove acquisition Dividend income classified as investing cash flows Changes in operating assets and liabilities Increase in trade and other receivables Increase in inventories (Increase)/decrease in biological assets Decrease/(increase) in other current assets Increase in trade and other payables Increase in unearned income Increase in net tax liabilities Decrease in other liabilities Net cash inflow from operating activities Net debt reconciliation 2023 $'000 94,498 (61,106) (2,475) 247 3,202 9,583 2,838 (802) 209 (4,187) (1,470) (156) (513) (8,930) 1,281 (440) 195 (40) (3,661) (1,398) (5,755) 62 1,725 6,220 88 - 29,215 2022 $'000 209,136 (123,191) 5,533 1,059 912 4,103 1,634 (320) 200 (3,187) 735 (669) (5,054) (51,852) - - - (65) (1,798) (455) 216 (1,064) 1,789 657 750 (1,215) 37,854 This section sets out an analysis of net debt and the movements in net debt for each of the years presented. Reconciliation of net debt is presented below: Cash and cash equivalents Borrowings - repayable within one year Borrowings - repayable after one year Net debt Cash and cash equivalents Gross debt - fixed interest rates Gross debt - variable interest rates Net debt 2023 $'000 5,753 (27,238) (607,463) (628,948) 5,753 (35,640) (599,061) (628,948) 2022 $'000 4,961 (2,525) (455,100) (452,664) 4,961 (2,525) (455,100) (452,664) 84 64 65 85 Rural Funds Group Notes to the Financial Statements 30 June 2023 G6 Remuneration of auditors Rural Funds Group Notes to the Financial Statements 30 June 2023 G7 Other accounting policies (continued) During the year the following fees were paid or payable for services provided by the auditor of the Group: Provisions PricewaterhouseCoopers Australia: Audit and review of financial statements Compliance audit Total G7 Other accounting policies Cash and cash equivalents 2023 $ 558,153 36,812 594,965 2022 $ 494,639 35,647 530,286 Cash and cash equivalents comprise cash on hand, demand deposits and short-term investments with less than 3 months of original maturity which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Bank overdrafts also form part of cash equivalents for the purpose of the consolidated statement of cash flows and are presented within current liabilities on the consolidated statement of financial position. Goods and services tax (GST) Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as part of trade and other receivables or payables in the Consolidated Statement of Financial Position. Cash flows in the Consolidated Statement of Cash Flows are included on a gross basis and the GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. Leases Leases of fixed assets or biological assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred from the lessor, are classified as finance leases. Lease payments for operating leases, where substantially all of the risks and benefits have not been transferred from the lessor, are charged as expenses on a straight-line basis over the life of the lease term. Lease incentives under operating leases are recognised as part of the property assets and amortised on a straight- line basis over the life of the lease term. Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured at the present value of management's best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the income statement. Provisions for distributions Provision is made for the amount of any distribution declared, being appropriately authorised and no longer at the discretion of the Group, on or before the end of the reporting period but not distributed at the end of the reporting period. G8 Limited guarantee – Wyseby During the year the Group acquired a property adjoining the Rewan Cattle Property, Wyseby, as a tenant-in- common arrangement (57.25%). A borrowing facility was provided by Cooperatieve Rabobank relating to the acquisition of the property. In addition, the Group has provided a limited guarantee to Rabobank Australia Limited in respect of the other purchasing party’s debt obligations relating to their share of Wyseby. The parties will seek to subdivide the property, in their respective ownership portions, after which the guarantee will no longer be required. G9 Events after the reporting date As at 30 June 2023 a borrowing facility provided to the Group relating to the Wyseby property was $24,455,000. At balance date, the facility was due to mature on 26 June 2024. Subsequent to the year end, this facility was extended to 26 September 2024. During the year ended 30 June 2023, the Group acquired all 579 Macgroves in the 2007 Macgrove Project which was in the business of growing, harvesting and marketing of macadamia nuts to be sold for processing and consumption. The 2007 Macgrove Project operated on the Group’s Swan Ridge and Moore Park properties. The 2007 Macgrove Project was subsequently wound up in July 2023. Following the wind up, the Group will operate the macadamia orchards on these properties. In August 2023, the Group received approval from the banking syndicate to reduce the interest cover ratio financial covenant from 2.00:1.00 to 1.50:1.00 with distributions permitted if the interest cover ratio is not less than 1.65:1:00 from 1 July 2023 to 30 June 2025. At 30 June 2023, the Group was in compliance with its banking covenants. No other matter or circumstance has arisen since the end of the year that has significantly affected or could significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years. G10 Contingent liabilities In June 2023, a civil claim was filed in the Supreme Court of Queensland against the Rural Funds Group, RFM Farming Pty Ltd (RFMF) and an employee of RFMF relating to alleged spray drift from the Baamba Plains property in Queensland. RFM is defending this claim and based on the relevant facts and an indemnity provided by RFM Farming to the Rural Funds Group, there is no material exposure expected to the Group. Other than what has been disclosed there are no contingent liabilities as at 30 June 2023. 86 66 67 87 Rural Funds Group Directors’ Declaration 30 June 2023 In the Directors of the Responsible Entity’s opinion: 1 The financial statements and notes of Rural Funds Group set out on pages 14 to 67 are in accordance with the Corporations Act 2001, including: 34 87 a. b. complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the year ended on that date; and 2 There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. Note A confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the persons performing the chief executive officer and chief financial officer functions as required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of the Directors of Rural Funds Management Limited. David Bryant Director 24 August 2023 Independent auditor’s report To the stapled security holders of Rural Funds Group Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of Rural Funds Trust (the Registered Scheme) and its controlled entities (together Rural Funds Group, or the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The Group financial report comprises: • • • • • • the consolidated statement of financial position as at 30 June 2023 the consolidated statement of comprehensive income for the year then ended the consolidated statement of changes in net assets attributable to unitholders for the year then ended the consolidated statement of cash flows for the year then ended the notes to the financial statements, which include significant accounting policies and other explanatory information the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report 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 the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999 Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999 Liability limited by a scheme approved under Professional Standards Legislation. 88 68 69 8989 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit Committee. Key audit matter How our audit addressed the key audit matter Valuation of agricultural properties, which comprise: - Investment property $923.4m- Bearer plants $217.7m - Intangibles (water entitlements) $166.9m - Property – owner occupied $144.2m (Refer to note C2, C3, C5 and C6) The Group holds agricultural properties for long-term leasing or for further development. Each agricultural property held for leasing or development comprises one or more of the following three components: • investment property (including land and infrastructure attached to land) • bearer plants (including almond trees, macadamia trees and wine grape vines) • water entitlements. Agriculture properties on which cropping operations are currently conducted by the Group are classified as property–owner occupied. For a selection of external valuations obtained by the Group, together with PwC real estate property valuation experts we performed the following procedures, amongst others: • we assessed the competency, qualifications, experience and objectivity of the external valuers • we read the external valuers’ terms of engagement to identify any terms that might affect their objectivity or impose limitations on their work relevant to the valuation • we interviewed external valuers in relation to a selection of properties subject to valuation and on the rationale behind the chosen allocation techniques • we compared a sample of inputs used in the valuation and allocation models, such as rental income and lease terms, to the relevant lease agreements and/or other supporting documents 90 71 91 Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. The structure of Rural Funds Group is commonly referred to as a “stapled group”. In a stapled group the securities of two or more entities are 'stapled' together and cannot be traded separately. In the case of the Group, the units in Rural Funds Trust have been stapled to the units in RF Active. For the purposes of consolidation accounting, Rural Funds Trust is 'deemed' the parent and the Group financial report reflects the consolidation of Rural Funds Trust and its controlled entities, including RF Active. Materiality Audit scope •For the purpose of our audit we used overallGroup materiality of $2,053,850, whichrepresents approximately 5% of the Group’sAdjusted Funds from Operations.•We applied this threshold, together withqualitative considerations, to determine thescope of our audit and the nature, timing andextent of our audit procedures and toevaluate the effect of misstatements on thefinancial report as a whole.•We chose Adjusted Funds from Operationsbecause, in our view, it is the benchmarkagainst which the performance of the Groupis most commonly measured.•We utilised a 5% threshold based on ourprofessional judgement, noting it is within therange of commonly acceptable thresholds.•Our audit focused on where the Group madesubjective judgements; for example,significant accounting estimates involvingassumptions and inherently uncertain futureevents.•The audit of the Group was performed by ateam which included individuals with industryexpertise, as well as property valuationexperts, who assisted in our assessment ofthe reasonableness of some of thesesubjective judgements.70 • we assessed the appropriateness of certain inputs including, where applicable, comparable sales, market rents, discount rate, terminal capitalisation rate, $ per irrigated or planted hectare, average $ per plantable hectare, $ per adult equivalent (AE) carrying capacity used in the valuation and allocation models, for a sample of properties based on benchmark market data. • we inspected the final valuation reports and compared the fair value as per the valuation to the value recorded in the Group’s accounting records. For properties not subject to external valuations, we inquired with management and evaluated the directors’ internal assessment of the fair value of the properties and their assertion that the properties are carried at fair value as per the latest external valuation report, adding any capital expenditure made during the intervening period. We conducted site inspections of all almond properties. We assessed the reasonableness of the disclosures in Notes C1, C2, C3, C5 and C6 of investment property, bearer plants, water entitlements and property-owner occupied considering the requirements of Australian Accounting Standards. External valuations provide an aggregate value for each agricultural property. Key variables and considerations in the valuations can include discount rates, terminal capitalisation rate, market rent, cattle carrying capacity. Factors such as associated lease agreements, comparable sales, prevailing market conditions, and the individual nature, condition and location of these properties impact these variables, and overall valuations. The aggregate value of each agricultural property is allocated across the components of investment property (carried at fair value), bearer plants (carried under revaluation model), water entitlements (carried at cost less accumulated impairment), and property – owner occupied (carried under revaluation model). The directors, or external valuers where appropriate, determined the suitable allocation technique to be applied to each agricultural property, considering the nature and characteristics of the property including any lease encumbrances. This was a key audit matter because: • agricultural properties are fundamental to the Group’s business model. Investment properties, bearer plants and water entitlements, and property – owner occupied form the majority of the Group’s assets in the consolidated statement of financial position • the nature of agricultural property valuations is inherently subjective due to the use of assumptions and estimates in the valuation model • the selection and application of allocation techniques are inherently subjective due to the unique characteristics of each property • the valuations and allocation outcomes are sensitive to key inputs/assumptions in the model such as the discount rate and terminal capitalisation rates, the utilisation of comparable sales data and to allocation techniques. Key audit matter How our audit addressed the key audit matter Related party transactions (refer to note G2) We performed the following procedures over related party transactions, amongst others: The Group’s Responsible Entity, along with other funds for which it is the Responsible Entity, are considered related parties of the Group. Key transactions with these parties include: • rental income from the lease of agricultural properties • finance income from the lease of cattle • management fees and asset management fees paid Developed an understanding of the Group’s relevant controls and processes for identifying related parties and related party transactions. For significant contracts entered into during the year, we verified that the transactions were approved. For a sample of lease income recorded during the year, we compared the lease income to the relevant supporting documents including the lease agreements. For a sample of cropping expenses/macadamia development costs recharged, we obtained and agreed to relevant supporting documents including invoices. • distributions from investments • reimbursement of operating expenses and capital expenditure For management fees and asset management fees, we compared the rates used to determine fees to the rates disclosed in the explanatory memorandum issued on formation of the Group. • provision of a limited financial guarantee and receipt of associated finance income We inquired with management to develop an understanding of the business rationale for the related party transactions. Related party transactions were a key audit matter due to the significant impact of these transactions on the results of the Group. Additionally, because of their nature, they are pervasive and material to the presentation of and disclosures within the financial report. In relation to the financial guarantee, we developed an understanding of the arrangement from reading the historic Explanatory memorandum, subsequent amendments and from discussions with management and others of the purpose, terms and conditions, and substance of the arrangement. For a sample of guarantee income recorded we agreed to relevant supporting documents including invoices. We assessed the reasonableness of the disclosures in Note G2, of related party relationships and transactions considering the requirements of Australian Accounting Standards. 92 72 73 93 A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor's report. PricewaterhouseCoopers Rod Dring Partner Sydney 24 August 2023 Other information The directors of the Responsible Entity are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2023, but does not include the financial report and our auditor’s report thereon. Prior to the date of this auditor’s report, the other information we obtained included the Directors’ Report, Additional Information for Listed Public Entities and the Corporate Directory. We expect the remaining other information to be made available to us after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon through our opinion on the financial report. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report 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. When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors of the Responsible Entity and use our professional judgement to determine the appropriate action to take. Responsibilities of the directors of the Responsible Entity for the financial report The directors of the Responsible Entity are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors of the Responsible Entity determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors of the Responsible Entity are responsible for assessing the ability of the Group 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 of the Responsible Entity 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 report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards 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 the financial report. 94 74 75 95 Investor information and glossary The RFM Investor Services team strives to provide Unitholders quality service with up-to-date information about their investment. Distribution payments Distribution payments are forecast to be made quarterly for the three-month periods to 30 September, 31 December, 31 March and 30 June each year. Distribution statements are available in print and electronic formats. Distributions are paid only by direct credit into nominated bank accounts. To update the method of receiving documents please visit the investor portal of our external registry, Boardroom Limited, at www.investorserve.com.au. Unclaimed distribution income If a distribution has been withheld due to an incorrect bank account or no bank account on file, repayment of this distribution will be made on or around the 22nd of the month in which the registry receives updated banking information. If a distribution has an amount withheld due to no tax file number or Australian business number on file, this amount must be claimed via the Australian Taxation Office. Reporting calendar HY24 financial results reporting date February 2024 FY24 financial results reporting date August 2024 Forecast distribution calendar for financial year ending 30 June 2024: Period end 30 September 2023 31 December 2023 31 March 2024 30 June 2024 Ex-distribution date 28 September 2023 28 December 2023 27 March 2024 27 June 2024 Record date 29 September 2023 29 December 2023 28 March 2024 28 June 2024 Payment date 31 October 2023 31 January 2024 30 April 2024 31 July 2024 AMMA statements LinkedIn An Attribution Managed Investment Trust Member Annual (AMMA) statement is sent to Unitholders following the completion of the external audit, expected to occur in September each year. The statement summarises distributions provided during the financial year and includes information required to complete a tax return. AMMA statements are also available online at www.investorserve.com.au. Distribution Reinvestment Plan (DRP) Participation in the DRP is optional. Investors electing to participate will automatically have their distribution applied to acquire additional units in accordance with the DRP rules, and without incurring brokerage or other transaction costs. The number of units received is calculated based on a 1.5% discount to the weighted average market price of RFF units traded on the ASX during the 20 consecutive trading days before the Record Date. Full details are available on our website, www.ruralfunds.com.au. Making contact If Unitholders have questions regarding their holding or wish to update their details, they can phone RFM Investor Services on 1800 026 665, or the external registry, Boardroom Limited on 1300 737 760. For speed and to reduce environmental impact, Unitholders can opt to receive all or some communications electronically. Communication preferences can be changed at any time by emailing investorservices@ruralfunds.com.au or logging in to www.investorserve.com.au. RFM regularly posts RFF updates on LinkedIn. Follow us at www.linkedin.com/company/rural- funds-management-limited. Glossary Adjusted NAV – Net Asset Value (NAV) adjusted for the independent valuation of water entitlements, Adjusted total assets – Total assets adjusted for the independent valuation of water entitlements, ASX – Australian Securities Exchange, AFFO – Adjusted funds from operations, a financial metric used in the REIT sector to measure available cash flow from operations (adjustment relates to non- cash tax expense), CPI – Consumer Price Index, cpu – cents per unit, Earnings –calculated TCI/ weighted average units, Fair value – Value of an asset as determined by an independent valuation, FY – Financial year, FY22 – Full-year ended 30 June 2022, FY23 – Full-year ended 30 June 2023, FY24 – Full-year ended 30 June 2024, Gearing – Calculated as external borrowings/adjusted total assets, ha – Hectare(s), HY24 – Half-year ended 31 December 2023, m – Million(s), NAV – Net asset value, calculated as assets minus the value of liabilities (does not recognise fair value of water entitlements), REIT – Real Estate Investment Trust, RFF – Rural Funds Group (ASX: RFF), RFM – Rural Funds Management Limited, manager and responsible entity for RFF, TCFD – Taskforce on Climate-related Financial Disclosure, TCI – Total comprehensive income, Total assets – Total value of assets as presented on the balance sheet (water entitlements recorded at the lower of cost or fair value), WALE – Weighted average lease expiry, calculated as the FY24 forecast rent and the year of lease expiry (excludes J&F Australia guarantee fee, income from annual water allocation sales, operating income from owner occupied properties and other income). 96 Macadamia tree racemes, Beerwah orchard, Sunshine Coast Queensland, September 2023. 97 Responsible Entity and Manager Rural Funds Management Limited ABN 65 077 492 838 AFSL 226 701 Level 2, 2 King Street Deakin ACT 2600 Locked Bag 150 Kingston ACT 2604 Phone: 1800 026 665 Email: investorservices@ruralfunds.com.au Website: www.ruralfunds.com.au Registry Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Phone: 1300 737 760 Website: www.boardroomlimited.com.au Custodian Certane CT Pty Limited ACN 106 424 088 Level 6, 80 Clarence Street SYDNEY NSW 2000 Disclaimer and important information This publication is not an offer of investment or product financial advice. Rural Funds Management Limited (RFM), ABN 65 077 492 838 AFSL No. 226701, has prepared this publication based on information available to it. Although all reasonable care has been taken to ensure that the facts and opinions stated herein are fair and accurate, the information provided has not been independently verified. Accordingly, no representation or warranty, expressed or implied, is made as to the fairness, accuracy or completeness or correctness of the information and opinions contained within this document. Whilst RFM has taken all reasonable care in producing the information herein, subsequent changes in circumstance may at any time occur and may impact on the accuracy of this information. Neither RFM, nor its directors or employees, guarantee the success of RFM’s funds, including any return received by investors in the funds. Past performance is not necessarily a guide to future performance. The information contained within this document is a general summary only and has been prepared without taking into account any person’s individual objectives, financial circumstance or needs. Before making any decisions to invest, a person should consider the appropriateness of the information to their individual objectives, financial situation and needs, and if necessary seek advice from a suitably qualified professional. Financial information in this publication is as at 30 June 2023, unless stated otherwise. RFM is the Responsible Entity and Manager for Rural Funds Group (ASX: RFF). RFF is a stapled entity incorporating Rural Funds Trust ARSN 112 951 578 and RF Active ARSN 168 740 805. Certane CT Pty Limited is the custodian for the Rural Funds Group. To read more about their privacy principles, please visit privacy-policy.pdf (certane.com). 98 Brahman cross cattle at Cerberus, central Queensland, May 2023. Managed by:

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