Sunday, 23 November 2014

Announcement

ANNREP: SGL: Annual Report to Shareholders

13 Sep 2012 15:28NZX
CONTENTS
Page

Reporting by Directors  2
Financial Statements   5
Audit Report   39
Statutory Information 41
Directory   50

Speirs Group Limited

4 Lower High Street, Marton, New Zealand
P O Box 318, Palmerston North, New Zealand
Telephone 06 350 6004
Website www.speirs.co.nz

REPORTING BY DIRECTORS

REBUILDING IN A TOUGH ENVIRONMENT

The company has been focused on rebuilding shareholder value through improved
performance of existing businesses and seeking new opportunities. At the same
time we have sought to resolve the continued effects of the adverse
occurrences that significantly affected the company in recent years. The
difficult business conditions have hampered these aspirations and the results
are disappointing.  The other issue that has required Board attention is the
significant borrowings that are maturing in late 2013.  We can report
progress on all these matters as follows:

Speirs Foods
Speirs Foods has maintained its strong position as a leader in the
processing, distributing and marketing of fresh salads and other foods in the
New Zealand marketplace.   However, the fresh food market has contracted in
recent times.  Total Revenue for Speirs Foods of $13.4 million this year was
only marginally down on the $13.6 million achieved in 2011 and represents a
good outcome in the circumstances
Material and labour costs were in line with expectations and previous years
but there was a substantial increase in insurance costs.  The introduction of
new product lines adversely affected productivity for a period offsetting the
improvements in production methods and labour efficiency. While some other
expense savings were made, the reduced revenue largely flowed through to the
bottom line resulting in a $93,000 reduced surplus from this operation.
Sales growth continues to be challenging in the present market but effort is
continuing to increase and diversify the sales base and improve the
profitability of the business through improved efficiencies.
The premises previously occupied by Speirs Nutritionals in Marton, which are
owned by Speirs Foods, were leased to a new tenant in early 2012
Chris Newton has now been General Manager of Speirs Foods for two years and
is providing strong leadership and direction across all aspects of the
business.   A separate board comprising Derek Walker (Chair), John McCliskie
and Robert Speirs has provided good governance oversight and strategic
leadership.

Speirs Nutritionals Partners LP
The rights to our omega-3 Intellectual Property and our Processing Knowhow,
coupled with permission to use that Processing Knowhow to manufacture the
product in the UK, were sold in 2011. Speirs Nutritionals will receive a
series of quarterly Subsequent Payments that will be calculated by using an
agreed formula that recognises the accruing benefit arising from the rights
to use the Intellectual Property and the Processing Knowhow.   While this
figure is, by definition, unknown, it could amount to very large sums over
the years ahead.  The lead time for sales of products such as this to leading
food manufacturers around the globe can be quite long and no payments have
yet been received nor anticipated in the immediate future.
Speirs Nutritionals owned various items of manufacturing plant which have
largely been sold or leased out during the year.  Remaining plant has been
written down to resale prices. This has resulted in the investment in Speirs
Nutritionals being written down by $266,000.

Speirs Securities Limited Partnership (SSLP)
In September 2008 Speirs Finance was sold to Allied Nationwide Finance
Limited, which was subsequently placed in receivership.  In June 2012 Speirs
Group, through SSLP and in association with a funding partner, re-purchased
the rights to the remaining book of securitised receivables held in the
portfolio. The book will rundown to nil over the period to October 2014.
as the existing loans are repaid. The favourable terms of purchase and
funding has resulted in a net gain to Speirs Group of $304,000.
Further opportunities to redevelop a profitable fleet financing operation are
being considered.

Corporate
Corporate overhead (non-financial) costs have been maintained at the much
reduced level achieved in the prior year.

Capital
The capital position of the company has been adversely effected by the events
of the last few years.  The board is conscious of the significant borrowings
that mature in late 2013.  While these borrowings are being serviced out of
existing cash flow the capital structure of the company does need
strengthening.  The first stage of addressing this was completed in June
2012.  $679,000 of perpetual preference shares were issued to existing
substantial shareholders and the equivalent number of convertible redeemable
preference shares cancelled.   The perpetual preference shares qualify as
equity thus increasing the permanent capital of the company, reducing both
the capital gearing and the borrowings that mature in late 2013.   Further
initiatives to improve the capital position of the company will be developed
in the coming year.

Board of Directors
At 30 June 2012 the Board of Directors of the Company comprised three
non-executive directors:
Keith Taylor B.Sc B.C.A  F.I.A., Chairman
Nelson Speirs, FCA.
Derek Walker, B.E.(Hons), B.B.S.
Nelson Speirs retires by rotation at the time of the 2012 Annual General
Meeting of shareholders and, being eligible, seeks re-election.

FINANCIAL REVIEW

Financial Performance
The activities described above have impacted significantly upon the financial
performance of the group during the financial year under review.
Speirs Group Limited recorded a loss after tax of $751,000 compared to the
loss of $788,000 reported in the previous year.  Our operating cash flow
deficit reduced to $52,000 down from $390,000 reported in the previous year.
Speirs Foods Limited contributed a profit of $136,000 (last year $229,000).
A net gain on acquisition of $304,000 was made from the successful
acquisition of a 50% share in the subordinated debt of Speirs Securities
Limited along with a future revenue stream to perform the administrative
functions for Speirs Securities Limited.   The investment in Speirs
Nutritionals was written down by $266,000, largely reflecting reduced values
for plant.
Corporate overheads amounted to $395,000 (last year $377,000) and net
interest costs amounted to $587,000 (last year $633,000).

Dividend
The Directors have decided that no dividend be paid on the ordinary shares.

Investments
The company''s principal external investments are with the Allied Farmers
Group, arising from the sale of Speirs Finance in September 2008.

Speirs Group holds $2 million of bonds in Allied Nationwide Finance Limited
which is in receivership. Your directors remain uncertain as to the future
collectability of this investment:  accordingly, they continue to fully
impair the investment in the bonds with an impairment provision of $2
million.    Speirs Group holds a put option over these bonds which enables
the sale of the bonds to Allied Farmers on 30 September 2013. While Allied
Farmers continues to recognise this as a liability in their published
financial statements, the directors of Speirs Group have determined not to
attribute any value to the put option until there is greater certainty that
it will be settled when put. Speirs Group also held half a million
convertible redeemable preference shares in Allied Capital Limited.  A notice
of redemption was given to Allied Capital Limited in February 2012   Allied
Capital did not make the required redemption payment and we remain an
unsecured creditor of Allied Capital for the $500,000 principal plus accrued
dividends.   Subsequent to year end Allied Capital was placed into
liquidation as a result of legal action taken by Speirs Group. Allied
Capital''s only asset is a large parcel of shares in Allied Farmers Limited.
The current low market value of Allied Farmers Limited shares means it is
very unlikely that Allied Capital will be able to pay Speirs Group any of the
amount that is owed. Accordingly the impairment provision raised previously
for the full $500,000 carrying value of the investment remains and no
dividend accrual has been recognized.

OUTLOOK
Your directors'' objective is to rebuild the value of the company.   We
continue to seek new business opportunities and to improve the financial
performance of the existing businesses.  In the year ahead we will be taking
action to enhance our equity base and to address the maturing of borrowings
in the latter part of 2013.

OUR PEOPLE
Nelson Speirs concluded his term as Chairman of the company at the AGM in
November 2011. We wish to acknowledge the major contribution that Nelson has
made to the company in this role and look forward to his continued
involvement as a director.

Speirs Group has continued to benefit, as it has for many years, from strong
supportive relationships with all its stakeholders. We wish to again
thank our investors, customers, suppliers and staff for the strong support
they have provided during this past twelve month period

Keith Taylor     Derek Walker
Chairman Director

10 September 2012

FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
as at 30 June 2012
Group Company

Notes  June
2012
$''000  June
2011
$''000   June
2012
$''000 June
2011
$''000
Assets
Current Assets
Cash and Cash Equivalents 12 339 245 31 19
Trade and Other Receivables 13 1,205 1,107 37 7
Loans and Advances 16 200 200 350 200
Inventories 14 376 376 - -
Total Current Assets  2,120 1,928 418 226
Non Current Assets
Investment  in Subsidiaries 29 - - 4,000 4,000
Investment in Associates 15 701 977 784 1,050
Trade and Other Receivables 13 543 - - -
Loans and Advances 16 - - 810 810
Property, Plant & Equipment 18 3,401 3,858 - -
Intangible Assets 19 17 29 - -
Total Non Current Assets  4,662 4,864 5,594 5,860
Total Assets  6,782 6,792 6,012 6,086
Liabilities
Current Liabilities
Trade and Other Payables 20 1,814 1,428 201 42
Total Current Liabilities   1,814 1,428 201 42
Non Current Liabilities
Borrowings 21 4,086 4,365 2,391 2,875
Guarantee Provided to Speirs Investments Limited     27 - - 2,000 2,000
Total Liabilities  5,900 5,793 4,592 4,917
Equity
Contributed Capital 22 13,391 12,757 13,391 12,757
Accumulated Deficits  (12,509) (11,758) (11,971) (11,588)
Capital & Reserves   882 999 1,420 1,169
Total Equity and Liabilities  6,782 6,792 6,012 6,086

The Board of Directors of Speirs Group Limited authorised these financial
statements for issue on 10 September 2012.
Signed on behalf of the Board of Directors

Keith Taylor Derek Walker
Chairman Director

The accompanying notes are an integral part of these financial statements.

STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2012

Group  Company

Notes  2012
$''000   2011
$''000   2012
$''000     2011
$''000
Revenue  13,393 13,611 - -
Movement in Inventory Levels  - (27) - -
Purchases of Raw Materials  (4,418) (4,553) - -
Employee Benefits Expense 6 (3,413) (3,483) (61) (64)
Freight, Packaging & Other  (4,296) (4,202) - -
Net Trading Income  1,266 1,346 (61) (64)
Other Income 7 746 140 876 406
Total Net Income earned from Operating Activities  2,012 1,486 815 342
Share of Gain/(Loss) on Associates 15 (276) 24 - -
Impairment (Loss) on Associate 15 - (72) (266) (3,548)
Other Expenses 8 (1,396) (986) (395) (377)
Earnings Before Interest, Depreciation and Amortisation  340 452 154 (3,583)

Interest Income  29 81 103 103
Interest Expense  (616) (714) (640) (707)
Net Interest Expense 9 (587) (633) (537) (604)
Depreciation, Impairment and Amortisation 18 & 19 (504) (607) - -
Loss  Before Income Tax   (751) (788) (383) (4,187)
Income Tax (Expense)/ Benefit 10 - - - -
Loss  After Income Tax (751) (788) (383) (4,187)

Group
Company
Total Loss per Share Attributed to Equity Holders of the Company : Note
2012
Cents
2011
Cents
2012
Cents
2011
Cents

Basic Loss per Share 11 (6.77) (7.27) (3.46) (38.64)
Diluted Loss per Share 11 (6.77) (7.27) (3.46) (38.64)

The accompanying notes are an integral part of these financial statements

STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2012

Group

Contributed
Capital
$''000 Accumulated   Deficits
$''000 Total    Equity
$''000
Balance at 1 July 2011 12,757 (11,758) 999
Comprehensive Income
Loss for the Year - (751) (751)
Total Comprehensive Income - (751) (751)

Transactions with Owners
Issue of Perpetual Preference Shares 584 - 584
Issue of Ordinary Shares 50 - 50
Total Transactions with Owners 634 - 634
Balance at 30 June 2012 13,391 (12,509) 882

Group

Contributed          Capital
$''000 Accumulated Deficits
$''000 Total      Equity
$''000
Balance at 1 July 2010 12,757 (10,970) 1,787
Comprehensive Income
Loss for the Year - (788) (788)
Total Comprehensive Income - (788) (788)

Balance at 30 June 2011 12,757 (11,758) 999

The accompanying notes are an integral part of these financial statements

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2012

Company

Contributed         Capital
$''000 Accumulated Deficits
$''000 Total   Equity
$''000
Balance at 1 July 2011 12,757 (11,588) 1,169
Comprehensive Income
Loss for the Year  - (383) (383)
Total Comprehensive Income  - (383) (383)

Transactions with Owners
Issue of Perpetual Preference Shares  584 - 584
Issue of Ordinary Shares  50 - 50
Total Transactions with Owners 634 - 634
Balance at 30 June 2012  13,391 (11,971) 1,420

Company
Contributed           Capital
$''000 Accumulated Deficits
$''000 Total  Equity
$''000
Balance at 1 July 2010 12,757 (7,401)  5,356
Comprehensive Income
Loss for the Year  - (4,187) (4,187)
Total Comprehensive Income  - (4,187) (4,187)
Balance at 30 June 2011  12,757 (11,588) 1,169

The accompanying notes are an integral part of these financial statements

STATEMENT OF CASH FLOWS
for the year ended 30 June 2012  Group Company

Notes
2012
$''000
2011
$''000
2012
$''000
2011
$''000
Cash Flows from Operating Activities
Interest Received  29 81 103 103
Dividends Received    10 10 800 340
Cash Receipts from Customers  13,367 13,543 - -
Other Income  193 138 76 66
Dividends Paid on Convertible Redeemable Preference Shares  (289) (293) (293)
(293)
Interest Expense  (170) (207) (200) (200)
Cash Paid to Suppliers and Employees  (13,192) (13,662) (327) (571)
Net Cash from Operating Activities 23 (52) (390) 159 (555)
Cash Flows from Investing Activities
Proceeds from Sale of Property, Plant & Equipment  43 24 - -
Repayment of Advances from Speirs Nutritionals - 569 - 569
Advances from Speirs Foods Limited  - - - 487
Cash transferred to Speirs Foods Limited on 1 July 2010  - - - (316)
Investment in Associates  - (298) - (298)
Advance to Speirs Securitisation LP  - - (150) -
Acquisition of Intangible Assets  - (38) - -
Acquisition of Property, Plant & Equipment  (105) (58) - -
Net Cash Flows from Investing Activities  (62) 199 (150) 442
Cash Flows from Financing Activities
Issue of Ordinary Shares  50 - 50 -
Proceeds from Borrowings  205 300 - -
Costs of Issuing Equity (PPS)  (47) - (47) -
Repayments of Borrowings  - (510) - (510)
Net Cash Flows from Financing Activities  208 (210) 3 (510)

Net Increase / (Decrease) in Cash and Cash Equivalents 94 (401) 12 (623)
Cash and Cash Equivalents at Beginning of Year 245 646 19 642
Cash and Cash Equivalents at Year End 12 339 245 31 19

The accompanying notes are an integral part of these financial statements

Notes to the Financial Statements
1 GENERAL INFORMATION
Speirs Group Limited operates as a holding company.    Speirs Investments
Limited is a wholly owned subsidiary of Speirs Group Limited and operates as
an investment holding company which has issued secured stock to the public.
Speirs Foods Limited was formed on 1 July 2010 and is also a wholly owned
subsidiary of Speirs Group Limited and is involved in the production and
distribution of fresh food products. Speirs Securitisation LP was formed on
31 May 2012 and is also a wholly owned subsidiary of Speirs Group Limited and
is involved in providing administrative services to a securitisation
programme.

Speirs Group Limited is a limited liability company incorporated and
domiciled in New Zealand. The postal address of the head office of Speirs
Group Limited is PO Box 318, Palmerston North, New Zealand.
Speirs Group Limited has equity securities listed on the alternative list
(NZAX) of New Zealand Exchange Limited.
These consolidated financial statements have been approved for issue by the
Board of Directors on 10 September 2012.
2 SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of Preparation
These financial statements have been prepared in accordance with Generally
Accepted Accounting Practices in New Zealand.  They comply with the New
Zealand equivalents to International Financial Reporting Standards (NZ IFRS),
and other applicable Financial Reporting Standards, as appropriate for
profit-oriented entities.
The financial statements are presented in New Zealand dollars, the company''s
functional currency, and are rounded to the nearest thousand. They are
prepared using the historical cost basis.
Compliance with International Financial Reporting Standards
The financial statements of Speirs Group Limited comply with International
Financial Reporting Standards ("IFRS").
Entities Reporting
The financial statements of the ''Company'' are for Speirs Group Limited as a
separate legal entity.
The consolidated financial statements of the ''Group'' are for the economic
entity comprising Speirs Group Limited, its wholly owned subsidiaries Speirs
Foods Limited, Speirs Securitisation LP and Speirs Investments Limited. All
entities within the group are registered in New Zealand.
The Parent Company and the Group are designated as profit-oriented entities
for financial reporting purposes.
Statutory Base
Speirs Group Limited is a company registered under the Companies Act 1993 and
is an issuer in terms of the Financial Reporting Act 1993.
The financial statements have been prepared in accordance with the
requirements of the Financial Reporting Act 1993 and the Companies Act 1993.
Critical Accounting Estimates
The preparation of financial statements in conformity with NZ IFRS and IFRS
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.   Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision only affects that period, or in the
period of the revision and future periods if the revision affects both
current and future periods.
Judgements made by management in the application of NZ IFRS and IFRS that
have a significant effect on the financial statements and estimates with a
significant risk of material adjustment in the next year are discussed in
note 3.
2.2 Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and
results of Speirs Group Limited (''company'' or ''parent entity''), its wholly
owned subsidiaries Speirs Foods Limited, Speirs Securitisation LP and Speirs
Investments Limited as at 30 June 2012.   Speirs Group Limited and its wholly
owned subsidiaries are referred to in these financial statements as the Group
or the consolidated entity.
Subsidiaries are those entities over which the company has the power to
govern the financial and operating policies, generally accompanying a
shareholding of more than one-half of the voting rights coupled with the
ability to appoint the majority of the directors. The existence and effect of
potential voting rights that are currently exercisable or convertible are
considered when assessing whether the company controls another entity.
Intragroup balances and any unrealised gains and losses or income and
expenses arising from intragroup transactions, are eliminated in preparing
the consolidated financial statements. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.

2.3 Associates

Associates are all entities over which the Group has significant influence
but not control, generally evidenced by holding of between 20% and 50% of the
voting rights. Investments in associates are accounted for by the Group by
using the equity method of accounting and are initially recognised at cost.
The Group''s share of its associates'' post-acquisition profits or losses is
recognised in the statement of comprehensive income, and its share of
post-acquisition movements in reserves is recognised in reserves.  The
cumulative post-acquisition movements are adjusted against the carrying
amount of the investment.  When the Group''s share of losses in an associate
equals or exceeds its interest in the associate, including any other
unsecured receivables, the Group does not recognise further losses, unless it
has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group''s interest in the associates.
Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.  Accounting policies of
associates have been changed where necessary to ensure consistency with the
policies adopted by the Group.

2.4 Financial Assets
The Group classifies its financial assets in the following category:'' loans
and advances''. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of
its financial assets at initial recognition (as determined by their
settlement date) and re-evaluates this designation at every reporting date.
Regular purchases and sales of financial assets are recognised on the trade -
date - the date on which the Group commits to purchase or sell the asset.
Loans and Advances
Loans and advances are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
Loans and advances are accounted for at amortised cost using the effective
interest method. Loans and receivables are initially recognised at fair value
inclusive of transaction costs. Loans and receivables are derecognised when
the rights to receive cash flows from them have expired or where the Group
has transferred substantially all risks and rewards of ownership.
2.5 Compound Financial Instruments
Compound financial instruments issued by the group comprise convertible notes
that can be converted to share capital at the option of the holder, and the
number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised
initially at the fair value of a similar liability that does not have an
equity conversion option. The equity component is recognised initially at the
difference between the fair value of the compound financial instrument as a
whole and the fair value of the liability component. Any directly
attributable transaction costs are allocated to the liability and equity
components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound
financial instrument is measured at amortised cost using the effective
interest method. The equity component of a compound financial instrument is
not re-measured subsequent to initial
recognition except on conversion or expiry.

The equity component of a compound financial instrument is recognised as part
of Contributed Capital.

2.6 IMPAIRMENT
Impairment of Non-Financial Assets
The carrying amounts of the Group''s non-financial assets, other than
inventory and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists then the asset''s recoverable amount is estimated. For
intangible assets that have indefinite lives or that are not yet available to
use, the recoverable amount is estimated at each reporting date.
An impairment loss is recognised if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. A cash-generating unit
is the smallest identifiable asset group that generates cash flows that are
largely independent from other assets and groups. Impairment losses are
recognised in the profit or loss. Impairment losses recognised in respect of
cash-generating units are allocated first to reduce the carrying amount of
any goodwill allocated to the units and then to reduce the carrying amount of
the other assets in the unit, or group of units, on a pro-rata basis. The
cash generating units are Speirs Nutritionals Partners LP and Rosa Foods
Limited (associates of Speirs Group Limited), Speirs Investments Limited and
Speirs Foods Limited (wholly owned subsidiaries of Speirs Group Limited).
The recoverable amount of an asset or a cash-generating unit is the greater
of its value in use and its fair value less costs to sell. In assessing value
in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset.
An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset''s carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
2.7 Property, Plant and Equipment
Owned Assets
Land is recorded at historical cost.  Historical cost includes expenditure
that is directly attributable to the acquisition of the land.
Buildings, plant and equipment, computer equipment and vehicles are stated at
historical cost less accumulated depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the
construction or acquisition of the items.
Subsequent costs are included in the asset''s carrying value or recognised as
a separate asset, as appropriate, and 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 reliably measured. All other expenses are charged to
the statement of comprehensive income during the financial period in which
they are incurred.
Land is not depreciated.  Depreciation on other assets is calculated using
the straight-line method to allocate assets'' costs less their residual values
to their estimated lives, as follows:
o Buildings 2.50 - 3.00%
o Computer Equipment 12.50 - 20.00%
o Vehicles 20.00%
o Other plant and equipment 10.00 - 25.00%
The assets'' residual values and useful lives are reviewed, and adjusted if
appropriate, at each reporting date.
Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in the statement of comprehensive income.

2.8 Intangible Assets
Acquired computer software and other identifiable intangible assets are
capitalised on the basis of the costs incurred to acquire them and bring them
to use.
Computer software costs and other intangible assets are considered to have a
definite life and are amortised over the best estimate of their useful lives
(4 years).
2.9 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. The cost of finished
goods comprises raw materials, direct labour, other direct costs and related
production overheads (based on normal operating capacity). It excludes any
borrowing costs. Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses.
2.10 Trade Receivables and Loans and Advances
Trade receivables and loans and advances are initially recognised at fair
value and subsequent to initial recognition are measured at amortised cost,
less provision for impairment. A provision for impairment of trade
receivables and loans and advances is established when there is objective
evidence that the Group will not be able to collect all amounts due according
to the original terms of receivables, loan and or advance. Significant
financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivable is impaired.
2.11 Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank overdrafts are shown within
liabilities on the statement of financial position.
2.12 Share Capital
Ordinary shares and perpetual preference shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
2.13 Trade and Other Payables
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.

2.14 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost with any
difference between the proceeds (net of transaction costs) and the redemption
value being recognised in the statement of comprehensive income over the
period of the borrowings using the effective interest method. Interest
expense is recognised using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw-down occurs. To the
extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalised as a pre-payment for
liquidity services and amortised over the period to which it relates.

2.15 Employee Benefits
Bonus Obligations
The Group recognises a liability and an expense for bonuses, based on a
formula that takes into consideration the expected level of payment.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group
before the normal retirement date, or whenever the employee accepts voluntary
redundancy in exchange for these benefits.  The Group recognises termination
benefits when it is demonstrably committed to a termination when the entity
has a detailed formal plan to terminate the employment of current employees
without possibility of withdrawal.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and accumulating sick leave expected to be settled within 12 months
after the end of the period in which the employees render the related
services are recognised in respect of employees'' services up to the end of
the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled. All short-term employee benefit obligations are
presented as other payables.

2.16 Provisions
A provision is recognised when the Group has a present legal or constructive
obligation as a result of a past event; it is more likely than not that an
outflow of resources will be required to settle the obligation; and the
amount can be reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of the expenditures expected to
be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific
to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
2.17 Income Tax
Income tax on the profit or loss for the year comprises current and deferred
tax. Income tax is recognised in the statement of comprehensive income except
to the extent that it relates to items recognised directly in equity, in
which case it is recognised in the other comprehensive component in the
statement of comprehensive income.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. However, the deferred income tax is not
recognised if it arises from initial recognition of an asset or liability in
a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss. The amount
of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the reporting date and are expected to
apply when the related deferred tax is realised or settled.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries and associates, except for deferred income tax
liability where the timing of the reversal of the temporary difference is
controlled by the group and it is probable that the temporary difference will
not reverse in the foreseeable future Deferred income tax assets and
liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred
income taxes assets and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a net basis.
2.18 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group''s
activities. Revenue is shown net of goods and services tax, and is recognised
as follows:

Sales of Goods
Revenue from the sale of goods is recognised in the statement of
comprehensive income when the significant risks and rewards of ownership have
been transferred to the buyer. No revenue is recognised if there are
significant uncertainties regarding recovery of the consideration due,
associated costs, the possible return of goods, or continuing management
involvement with the goods.

Provision of Services
Revenue from the provision of services is recognised in the statement of
comprehensive income when the service has been performed.

Interest Income
Interest income and expense are recognised in the statement of comprehensive
income for all interest-bearing financial instruments, including loans and
advances, using the effective interest method. The effective interest method
is a method of calculating the amortised cost of a financial asset or
liability and of allocating the interest income or interest expense. The
effective interest rate is the rate that exactly discounts the estimated
future cash payments or receipts over the expected life of the instrument or,
when appropriate, a shorter period, to the net carrying amount of the
financial asset or financial liability.
2.19   Other Income
Dividend Income
Dividend income is recognised when the right to receive payment is
established.
2.20 Dividend Distribution
Dividend distributions to the Company''s shareholders are recognised as a
liability in the Group''s financial statements in the period in which the
dividends are approved.
2.21 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
2.22 Goods and Services Tax (GST)
The statement of comprehensive income has been prepared so that all
components are stated exclusive of GST.  All items in the statement of
financial position are stated net of GST, with the exception of trade
receivables and trade payables, which include GST invoiced.
2.23 Functional and Presentation Currency
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the profit
and loss component of the statements of comprehensive income, except when
deferred in equity as qualifying cash flow hedges in which case, they are
recognised in other comprehensive income.
2.24 Investment in Subsidiaries and Associates
The Parent Company records its investment in subsidiaries and associates at
cost less any accumulated impairment losses.

2.25 Guarantee Provided to Speirs Investments Limited

The guarantee provided by Speirs Group Limited to pay quarterly interest
payments and principal repayment of the secured stock issued by Speirs
Investments Limited is recognised in the parent company financial statements
at fair value at the date the guarantee was provided and is subsequently
measured at the higher of:
- the amount initially recognised less cumulative amortisation using the
effective interest method; and
- the present value of the payments expected to be required to settle the
obligation.
2.26  COMPARATIVES
Certain comparatives have changed to comply with current year presentation.
2.27 Financial Reporting Standards
a) New and Amended Standards adopted by the Group:
There are no new standards or amendments to standards effective for periods
beginning 1 July 2011 that are relevant to the Group.
b) Standards not early adopted by the Group:
The following existing standards relevant to the Group have been published
that are mandatory for the Group''s accounting periods beginning on 1 July
2012 or later periods but that the Group has not early adopted:
NZ IFRS 9: Financial Instruments (released and approved in December 2009).
This standard represents the beginning of re-writing the current financial
instruments standard, NZIAS39. It reduces the classifications and measurement
methods available for financial assets from four to three, being amortised
cost, loans and advances or fair value through profit or loss.

NZ IFRS 10: Consolidation Financial Statements (Issued June 2011). This
standard establishes principles for the presentation and preparation of
consolidated financial statements when an entity controls one or more other
entities.
NZ IFRS 12: Disclosure of Interest in Other Entities (Issued June 2011). This
is a new standard on disclosure requirements for all forms of interests in
other entities, including joint arrangements, associates special purpose
vehicles and other off balance sheet vehicles.
NZ IAS 28 (revised): Investments in Associates and Joint Ventures (Issued
June 2011). The revised standard prescribes the accounting for investments in
associates and sets out the requirements for the application of the equity
method when accounting for investments in associates and joint ventures
Initial applications of the standards are not expected to have any material
impact on the financial statements of the Group.

3 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The Group makes assumptions and estimates that affect the reported amounts of
assets and liabilities. Estimates and judgements are continually evaluated
and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. The accounting estimates and assumptions deemed critical to
the Group''s results and financial position, based upon materiality and
significant judgements and estimates, are discussed below:

Valuation Assumptions of Investment in Rosa Foods Limited
The Group has conducted impairment tests over this cash generating unit using
cash flow projections based on financial forecasts approved by senior
management covering a five year period and an assumed terminal real growth
rate of 2% (2011: 2%). The Group has applied a discount rate of 18.80%
(2011: 18.80%) to pre tax cash flows.
Recoverability of Allied Capital Limited Convertible Redeemable Preference
Shares/Debt Owing
The recoverability of the Convertible Redeemable Preference Shares/Debt Owing
is subject to any proceeds received after the senior debt in Allied Capital
Limited has been repaid.  Speirs Group Limited has applied to the Court to
place Allied Capital Limited into liquidation. This, combined with a review
of the known assets and liabilities of Allied Capital Limited and the
uncertainty therefore surrounding future recoverability of the Preference
Shares the directors of Speirs Group Limited have determined that it is
appropriate that a full provision remains in place against this asset.

Recoverability of Allied Nationwide Finance Limited (In Receivership)
Perpetual Bonds ("Unsecured Debt)
The recoverability of the unsecured debt is subject to any proceeds received
from the Receiver of Allied Nationwide Finance Limited (In Receivership).  As
there is considerable uncertainty surrounding any future recoveries the
directors have deemed it appropriate that a full provision remains in place
against the unsecured debt.

Speirs Nutritionals Partners LP
Speirs Group Limited''s carrying value of its investment in Speirs
Nutritionals Partners LP is based upon the underlying value of the Limited
partnership''s net assets.  The Limited Partnership is currently in the
process of disposing of some items of plant and equipment.  At 30 June 2012
best estimates of the estimated selling value of certain items of plant and
equipment have been made and appropriate impairment provisions made. Should
the actual sales value be less than the estimated realisable value additional
losses will be incurred.

Valuation of Subordinated Debt in Speirs Securities Limited
Speirs Securitisation LP''s carrying value in relation to its share of the
subordinated debt in Speirs Securities Limited is dependent upon the recovery
of loans made to Speirs Securities Limited borrowers, which are predominantly
secured over commercial motor vehicles.  In arriving at the carrying value of
Speirs Securitisation LP''s share of the subordinated debt in Speirs
Securities Limited provision has been made for non performance by some
borrowers.

4 SEGMENT REPORTING
For the purposes of this note, the chief operating decision-maker has been
identified as the Board of Directors of Speirs Group Limited. The Board
reviews the Group''s internal reporting pack on a monthly basis to assess
performance and to allocate resources. Within the pack, operating segments
have primarily been determined with reference to differences in products and
services.

The Board of Directors assesses the performance of the operating segments
based on a measure of net profit after tax. This measurement basis excludes
the effects of non-recurring expenditure from the operating segments such as
restructuring costs, legal expenses and goodwill impairments when the
impairment is the result of an isolated, non-recurring event.
A summarised description of each business unit is shown below:
Speirs Foods  The supply of salad and fresh cut vegetables to retailers and
caterers.

Other  The Group has some central operations and corporate costs which are
not allocated to business segments.   This includes the operations of Speirs
Investments Limited and Speirs Securitisation LP

The Group operates predominantly within New Zealand.

Group  12 months June 2012 Speirs Foods  Other Reconciliation
Consolidated
$''000  $''000   $''000  $''000
External Revenue
Interest Income 8 21 - 29
Revenue 13,393 - - 13,393
Other Income 147 599 - 746
Intersegment Revenue / (Eliminations) - 866 (866) -
Total Segment Revenue 13,548 1,486 (866) 14,168

Interest Expense (44) (572) - (616)

Overall Segment Result 136 53 (940) (751)
Income Tax Expense    -
Profit/(Loss)  for the Year    (751)

Segment Assets 5,252 5,530 (4,000) 6,782

Segment Liabilities 2,017 3,883 - 5,900
Depreciation, Impairment  and Amortisation 504 - - 504
Capital Expenditure 105 - - 105

Two customers account for 76% of the total Trading Income

Group  12 months June 2011 Speirs Foods   Other Reconciliation
Consolidated
$''000  $''000   $''000  $''000
External Revenue
Interest Income 7 74 - 81
Revenue 13,611 - - 13,611
Other Income 130 10 - 140
Intersegment Revenue / (Eliminations) - 396 (396) -
Total Segment Revenue 13,748 480 (396) 13,832

Interest Expense (38) (676) - (714)
Impairment Loss on Associates - (72) - (72)

Overall Segment Result 229 (621) (396) (788)
Income Tax Expense    -
Profit/(Loss)  for the Year    (788)

Segment Assets 5,592 5,200 (4,000) 6,792

Segment Liabilities 1,685 4,108 - 5,793
Depreciation and Amortisation 607 - - 607
Capital Expenditure 42 - - 42

Two customers account for 76% of the total Trading Income

5 FINANCIAL ASSETS AND LIABILITIES
Accounting Classifications and Fair Values
The table below sets out the Group''s and Company''s classification of each
class of financial assets and liabilities, and their fair values (excluding
accrued interest).

Group 30 June 2012 Available for Sale Loans and Receivables Financial
Liabilities at Amortised Cost
Total Carrying Value Fair Value
$''000 $''000 $''000 $''000 $''000
Trade and Other Receivables 543 1,205 -  1,748 1,748
Loans and Advances - 200 - 200 200
Cash and Cash Equivalents - 339 - 339 339
543 1,744 - 2,287 2,287
Trade and Other Payables - -  1,814 1,814 1,814
Borrowings - - 4,086 4,086 4,086
- -  5,900 5,900 5,900

Group 30 June 2011 Loans and Receivables Financial Liabilities at Cost Total
Carrying Value Fair Value
$''000 $''000 $''000 $''000
Trade and Other Receivables 1,060 -  1,060 1,060
Loans and Advances 200 - 200 200
Cash and Cash Equivalents 245 - 245 245
1,505 - 1,505 1,505
Trade and Other Payables -  1,428 1,428 1,428
Borrowings -  4,365 4,365 4,365
-  5,793 5,793 5,793

Company 30 June 2012  Loans and Receivables Financial Liabilities at
Amortised Cost Total Carrying Value Fair Value
$''000 $''000 $''000 $''000
Cash and Cash Equivalents  31 - 31 31
Loans and Advances  1,160 - 1,160 1,160
1,191 -  1,191 1,191
Trade and Other Payables  -  201 201 201
Guarantee to Speirs Investments Limited  - 2,000 2,000 2,000
Borrowings  - 2,391 2,391 2,391
-  4,592 4,592 4,592

Company 30 June 2011  Loans and Receivables Financial Liabilities at
Amortised Cost Total Carrying Value Fair Value
$''000 $''000 $''000 $''000
Cash and Cash Equivalents  19 - 19 19
Trade and Other Receivables  7 - 7 7
Loans and Advances  1,010 - 1,010 1,010
1,036 -  1,036 1,036
Trade and Other Payables  -  42 42 42
Guarantee to Speirs Investments Limited  - 2,000 2,000 2,000
Borrowings  - 2,875 2,875 2,875
-  4,917 4,917 4,917

Determination of Fair Values
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date.
The fair value of financial instruments that are not traded in an active
market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available
and rely as little as possible on entity specific estimates.
Cash and Cash Equivalents - at face value, as this approximates fair value
Trade and Other Receivables - at face value, after allowance for any assessed
impairment, as this approximates fair value
Investments in Debt and Equity Securities - at market or, if no active
market, at value assessed by management using a valuation technique and
approved by directors.
Non-Derivative Financial Liabilities - at net present value.

6 EMPLOYEE BENEFITS EXPENSE

Group  Company

2012
$''000
2011
$''000
2012
$''000    2011
$''000
Employee Benefits Expense
Wages and Salaries  3,343 3,322 61 61
Other Personnel Expenses  70 161 - 3
Total Employee Benefits Expense  3,413 3,483 61 64

7 OTHER INCOME
Group  Company

2012
$''000
2011
$''000
2012
$''000    2011
$''000
Other Income
Dividends from Subsidiaries  - - 800 330
Fees Charged to Subsidiaries  - - 66 66
Gain on Disposal of Property, Plant and Equipment  - 2 - -
Gain on Acquisition of Speirs Securities Limited  555 - - -
Rental Income  72 67 - -
Other Income  119 71 10 10
Total Other Income  746 140 876 406

8 OTHER EXPENSES
Group Company
2012
$''000
2011
$''000
2012
$''000      2011
$''000
Other Expenses
Fees Paid to Auditors
Statutory Audit of Financial Statements - KPMG 36 - 36 -
Statutory Audit of Financial Statements - PwC - 58 - 58
Underaccrual of 2011 Audit Fee - PwC 12 - 12 -
Other Assurance Services - PwC - 3 - 3
Other Assurance Services - KPMG * - - - -
Taxation Compliance Services - PwC 6 11 6 11
Directors Fees - Parent 130 125 130 125
Directors Fees - Subsidiaries 32 - - -
Bad Debts Written Off - 6 - -
Insurance 248 178 17 22
Legal Fees - Speirs Securitisation LP Transaction 185 - - -
Legal Fees 28 55 28 54
Loss on Disposal of Sale of Property, Plant & Equipment 27 - - -
Rental Expenditure 7 2 - -
Other Expenses 685 548 166 104
Total Other Expenses 1,396 986 395 377

* KPMG was paid $7,700 for advice provided in relation to the issue of the
Perpetual Preference Shares.  In accordance with IFRS this amount was
deducted from the equity raised rather than appearing as an expense in the
Statement of Comprehensive Income.

9 NET INTEREST INCOME/ (EXPENSE)
Group  Company

2012
$''000   2011
$''000 2012
$''000    2011
$''000
Interest Income
Cash and Cash Equivalents  8 13 - 5
Loans and Advances   21 68 103 98
Total Interest Income  29 81 103 103

Interest Expense
Borrowings
Convertible Redeemable Preference Shares  293 293 293 293
Unwind of Discount on Convertible Redeemable Preference Shares 147 214 147
214
Secured Stock  119 170 200 200
Mortgage  44 29 - -
On all other borrowings  13 8 - -
Total Interest Expense 616 714 640 707
Net Interest Income/(Expense)  (587) (633) (537) (604)

10 INCOME TAX EXPENSE
Group Company
2012
$''000
2011
$''000
2012
$''000      2011
$''000
Tax Expense
Current Tax - - - -
Deferred Tax Expense/(Benefit) - Note 17 - - - -
Income Tax Expense/(Benefit) - - - -

Group

2012
$''000
2011
$''000
Reconciliation of Effective Tax Rate
Loss Before Income Tax (751) (788)
Income Tax at 28% (June 2011: 30%)  (210) (236)
Loss/(Gain) on Associates  44 14
Non-deductible Expenses 133 99
Unrecognised Future Income Tax Benefit 33 123
- -

Company
2012
$''000       2011
$''000
Reconciliation of Effective Tax Rate
Loss Before Income Tax (383) (4,187)
Income Tax at 28% (June 2011: 30%) (107) (1,256)
Non-deductible Expenses 208 1,288
Tax Exempt Income (224) (99)
Tax Offsets/Allocations  from Group Entities 68 (276)
Unrecognised Future Income Tax Benefit 55 343
- -

Group and Company
2012
$''000    2011
$''000
Imputation Credits
Imputation Credits at Beginning of Period  3,945 4,070
Income Tax Paid/(Income Tax Refunds Received)  - -
Imputation Credits Attached to Dividends Received  - -
Imputation Credits Attached to Convertible Redeemable Preference Share
Dividends Paid (125) (125)
Imputation Credits at Period End  3,820 3,945

The imputation credits are available to shareholders of the Company through
their shareholdings in the Company.

11 EARNINGS PER SHARE
Basic and Diluted Loss per Share

Group Company
2012
$''000
2011
$''000     2012
$''000    2011
$''000
Loss Attributable to Ordinary Shareholders
Loss for the Year (751) (788) (383) (4,187)
Loss for the Year Attributable to Ordinary Shareholders (751) (788) (383)
(4,187)

Group and Company
Note  2012
''000   2011
''000
Weighted Average Number of Ordinary Shares - Basic and Diluted
Issued Ordinary Shares at Beginning of the Year 22 10,835 10,835
Issued Ordinary Shares at End of the Year  11,335 10,835

Weighted Average Number of Ordinary Shares at Period End - Basic and Diluted
11,085 10,835

12 CASH AND CASH EQUIVALENTS
Group     Company
30 June
2012
$''000   30 June
2011
$''000   30 June
2012
$''000  30 June
2011
$''000
Cash and Cash Equivalents
Cash at Bank 234 145 27 10
Short Term Deposits - Call 105 100 4 9
Total Cash & Cash Equivalents 339 245 31 19

All cash and cash equivalents are held in registered banks.
At 30 June 2012 and 30 June 2011 the Company has no overdraft facility.
The effective interest rates at reporting date with respect to cash and cash
equivalents are set out in the table below:
Group Company
30 June
2012       30 June
2011       30 June
2012       30 June
2011
Cash and Cash Equivalents
Cash at Bank         -      -   -
-
Short Term Deposits - Call 3.00% 3.00% 3.00% 3.00%

13 TRADE AND OTHER RECEIVABLES

Group        30 June 2012        30 June 2011
Gross Amount
$''000 Carrying Amount
$''000 Gross Amount
$''000 Carrying Amount
$''000
Trade and Other Receivables
Trade Receivables 1,086 1,086 1,060 1,060
Subordinated Debt in Speirs Securities Limited 543 543 - -
GST Refund 20 20 - -
Prepayments 99 99 47 47
Total Trade and Other Receivables 1,748 1,748 1,107 1,107
Current 1,205 1,205 1,107 1,107
Non Current 543 543 - -
Total 1,748 1,748 1,107 1,107

The subordinated debt in Speirs Securities Limited represents Speirs
Securitisation LP''s interest in the subordinated debt issued by Speirs
Securities Limited.  Speirs Securities Limited also issues senior ranking
debt to a New Zealand Registered Bank. Speirs Securities Limited''s assets
principally comprise finance receivables which are secured by way of a first
charge over, predominantly, commercial motor vehicles.

Trade and Other Receivables are considered to be collectable in full.
Accordingly, no allowance for impairment has been made.

Company 30 June 2012 30 June 2011
Gross Amount
$''000 Impairment Allowance
$''000 Carrying Amount
$''000 Gross Amount
$''000 Impairment Allowance
$''000 Carrying Amount
$''000
Trade and Other Receivables
Receivable from Speirs Foods - - - 7 - 7
Prepayments 37 - 37 - - -
Total Trade and Other Receivables 37 - 37 7 - 7

14 INVENTORIES (Group Only)
Group
30 June
2012
$''000  30 June
2011
$''000
Inventories
Raw Materials and Consumables 312 288
Finished Goods 64 88
Total 376 376

No inventory is subject to retention of title clauses.

15 ASSOCIATE ENTITIES

Overall Summary

Group
Investments Equity Accounted
30 June
2012
$''000
30 June
2011
$''000
Share of Rosa Foods Limited 417 427
Share of Speirs Nutritionals Partners LP 284 550
701 977

Share of Profit/(Loss) of Associates       30 June
2012
$''000   30 June
2011
$''000
Share of Profit/(loss) of Rosa Foods Limited (10) 11
Share of  Profit of Speirs Nutritionals Partners LP (266) 13
(276) 24

Company
Investments in Associates
30 June
2012
$''000
30 June
2011
$''000
Investment in  Rosa Foods Limited 500 500
Less Impairment to Investment - Rosa Foods Limited  - -
Investment in  Speirs Nutritionals Partners LP 4,098 4,098
Less Impairment to Investment - Speirs Nutritionals Partners LP (3,814)
(3,548)
784 1,050

During the year ended 30 June 2011 Speirs Nutritionals Partners LP sold their
Know How and Intellectual Property to a UK based company who will use these
assets to manufacture and distribute Omega -3 products.  Due to the lack of
certainty regarding future income streams from this activity, the directors
have decided to impair the investment the Company holds in Speirs
Nutritionals Partners LP to an amount equivalent to the Company''s share of
the net assets of Speirs Nutritionals Partners LP.

(a) Rosa Foods Limited
On 1 April 2008 the Company purchased 40% of the ordinary shares of Rosa
Foods Limited ("Rosa").  Rosa is a Wellington based food manufacturer
providing prepared meal products to the supermarket chains. Rosa has a
reporting date of 31 March.  Financial information for Rosa has been
extracted from unaudited management accounts for the period ended 30 June
2012. The Company did not receive a dividend from Rosa during the period
ended 30 June 2011.

Group
30 June
2012
$''000  30 June
2011
$''000
Opening Balance 427 416
Share of surplus/(deficit) after tax of associate (10) 11
Closing Balance 417 427

At 30 June the statement of financial position of Rosa was as follows:

2012
$''000
2011
$''000
Current Assets 355 352
Goodwill 550 550
Property Plant and Equipment 591 648
Total Assets 1,496 1,550
Current Liabilities 440 391
Non Current Liabilities 124 202
Total Liabilities 564 593
Net Assets 932 957

(b)Speirs Nutritionals Partners LP
On 1 February 2010 the Company acquired a 59.61% interest in Speirs
Nutritionals Partners LP ("SNPLP") in return for selling the Company''s shares
in Speirs Nutritionals Limited following a restructuring of the entities
within the Group.  SNPLP is a Limited Partnership which was formed when
Speirs Nutritionals trading entity was changed from that of a company to that
of a Limited Partnership. During the year ended 30 June 2011 Speirs Group
Limited increased its interest in SNPLP from 59.61% to 60.657%.   Financial
information for SNPLP has been extracted from unaudited management accounts
for the year ended 30 June 2012.   SNPLP is not accounted for as a subsidiary
as Speirs Group (under the terms of the underlying Partnership Agreement)
does not have control of SNPLP.  It does, however, have significant
influence.

Group
2012
$''000     2011
$''000
Share of surplus/(deficit) of associate (266) 13
Taxation expense - -
Share of deficit after tax of associate (266) 13
Less share of dividends received - -
Net addition/(deletion) to the investment carrying value (266) 13
Prior Year Balance Brought Forward 550 311
Additional Investment in Limited Partnership - 298
Impairment on Acquisition or as a Result of Additional Investment - (72)
284 550

The impairment on acquisition relates to the recognition of previously
unrecognised losses due to the accounting policy which ceased recognising the
trading losses of an associate when the net value of the investment in the
associate declined to nil.

At 30 June the statement of financial position of SNPLP was as follows:

2012
$''000
2011
$''000
Current Assets 105 90
Property Plant and Equipment 568 1,082
Total Assets 673 1,172
Current Liabilities 4 265
Non Current Liabilities 200 -
Total Liabilities 204 265
Net Assets 469 907
Speirs Group Share (60.657%) 284 550

16 LOANS AND ADVANCES
Group Company
30 June
2012
$''000  30 June
2011
$''000  30 June
2012
$''000        30 June
2011
$''000

Allied Capital Convertible Redeemable Preference Shares - 500 - 500
Allied Capital - Debt Owing 500 - 500 -
Loan to Speirs Nutritionals Partners LP 200 200 200 200
Loan to Speirs Securitisation LP - - 150 -
Speirs Investments Limited Unsecured Stock - - 810 810
Allied Nationwide Finance Limited Perpetual Bonds 2,000 2,000 - -
2,700 2,700 1,660 1,510
Provision for Impairment (2,500) (2,500) (500) (500)
200 200 1,160 1,010

Current 200 200 350 200
Non-Current - - 810 810
200 200 1,160 1,010

Allied Capital Convertible Redeemable Preference Shares/Debt Owing
As part of the sale of the Company''s shareholding in Allied Farmers Limited
to Allied Capital Limited on 22 May 2009 the Company received 500,000 $1
Convertible Redeemable Preference Shares in Allied Capital Limited.  The main
terms of issue are that the Convertible Redeemable Preference shares have a
coupon rate of 10% per annum.  The Convertible Redeemable Preference shares
can be converted (at Speirs'' option) to either cash or ordinary shares in
Allied Capital Limited in the period from 30 May 2011 to 30 May 2012.
On 29 February 2012 Speirs Group Limited converted its Allied Capital
Convertible Redeemable Preference Shares into an unsecured debt owing from
Allied Capital Limited.  The unsecured debt ranks ahead of Allied Capital
Limited''s shareholders funds.
On 6 June 2012 Speirs Group Limited applied to the High Court to have a
liquidator appointed to liquidate Allied Capital Limited. On 18 July 2012 the
High Court appointed the Official Assignee as Allied Capital Limited''s
liquidator.
As the prior ranking liabilities of Allied Capital Limited are likely to
exceed the value of Allied Capital Limited''s assets the directors of Speirs
Group Limited decided to continue to fully impair this receivable.

Allied Nationwide Finance Limited Perpetual Bonds
As part of the sale of the finance division of Speirs Group Limited on 30
September 2008, the Company received, as part of the consideration 2,000,000
$1 Subordinated Perpetual Bonds in Allied Nationwide Finance Limited. The
Allied Nationwide Finance Limited Perpetual Bonds ("The Bonds") have a par
value of $1.00 per bond.
The interest rate on the Bonds is reset annually on the 30th of September at
the greater of 10.00% or the one year swap rate plus 4.50%.  For the period
ended 30 June 2012 the interest rate applicable to The Bonds was 10.00%.
The Bonds are a component of Subordinated Debt of Allied Nationwide Finance
Limited.
During the year ended 30 June 2010 the Bonds were transferred to a wholly
owned subsidiary of Speirs Group Limited, Speirs Investments Limited.  0n 20
August 2010 Allied Nationwide Finance Limited went into receivership.  At 30
June 2012 Allied Nationwide Finance Limited (In Receivership) remains in
receivership. For this reason the directors have decided to fully impair
this receivable.

Loan to Speirs Nutritionals Partners LP
The Company has a loan facility to Speirs Nutritionals Partners LP.  The
facility is supported by a first charge over the assets of Speirs
Nutritionals Partners LP.  The interest rate on the loan is 10.50%.  The loan
matures on 30 June 2013.  Note 15 discloses the assets and liabilities of
Speirs Nutritionals Partners LP at 30 June 2012 and 2011.
Loan to Speirs Securitisation LP
The Company has a loan to Speirs Securitisation LP.  The facility is
unsecured.  The interest rate on the loan is 8.25%.  The loan is on an "on
call" basis.

17 DEFERRED INCOME TAX ASSET
Unrecognised Deferred Tax Assets
The Group has a deferred tax asset of $7,885,939 (2011: $7,853,227) which has
not been recognised. The asset not recognised is principally composed of tax
losses which would require taxable profit to realise them in excess of that
which can be reliably estimated in the medium term.
The Company has a deferred tax asset of $8,252,307 (2011: $8,305,389) which
has not been recognised. The asset not recognised is principally composed of
tax losses which would require taxable profit to realise them in excess of
that which can be reliably estimated in the medium term.
18 PROPERTY, PLANT AND EQUIPMENT (Group Only)

Land Buildings Computer Equipment Vehicles Other Plant & Equipment Capital
Work in Progress Total
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cost
Balance at 1 July 2010 80 2,787 911 399 4,850 48 9,075
Additions - 7 4 36 53 - 100
Disposals / Transfers - - (5) (49) (624) (42) (720)
Balance at 30 June 2011 80 2,794 910 386 4,279 6 8,455

Additions - 12 2 15 70 6 105
Disposals / Transfers - - - (16) (114) - (130)
Balance at 30 June 2012 80 2,806 912 385 4,235 12 8,430

Depreciation and Impairment Losses
Balance at 1 July 2010 - 366 611 307 3,381 - 4,665
Depreciation for the Year - 118 75 25 370 - 588
Disposals - - (5) (29) (622) - (656)
Balance at 30 June 2011 - 484 681 303 3,129 - 4,597

Depreciation for the Year - 118 55 23 242 - 438
Impairment - - - - 54 - 54
Disposals - - - (16) (44) - (60)
Balance at 30 June 2012 - 602 736 310 3,381 - 5,029

Carrying Amounts
At 1 July 2010 80 2,421 300 92 1,469 48 4,410
At 30 June 2011 80 2,310 229 83 1,150 6 3,858
At 30 June 2012 80 2,204 176 75 854 12 3,401

All assets are used for food processing purposes.

19 INTANGIBLE ASSETS (Group Only)

30 June 2012 30 June 2011
Purchased Software Purchased Software
$''000 $''000
Cost
Balance at Beginning of Year 164 126
Additions - 38
Disposals - -
Balance at End of Year 164 164

Amortisation and Impairment Losses
Balance at Beginning of Year 135 116
Amortisation for the Year 12 19
Disposals - -
Balance at End of Year 147 135

Carrying Amounts
At  Beginning  of Year 29 10
At End of Year 17 29

20 TRADE AND OTHER PAYABLES
Group Company
30 June
2012
$''000  30 June
2011
$''000  30 June
2012
$''000  30 June
2011
$''000
Trade and Other Payables
Trade Payables 1,397 1,009 84 22
Owing to Speirs Foods - - 82 -
Provisions 5 5 - -
Other Payables and Accrued Expenses 412 414 35 20
1,814 1,428 201 42
21 BORROWINGS
Group       Company
30 June
2012
$''000  30 June
2011
$''000        30 June
2012 $''000        30 June
2011
$''000
Borrowings
Secured Stock - Speirs Investments Limited 1,190 1,190 - -
Mortgage Facility 505 300 - -
Convertible Redeemable Preference Shares 2,391 2,875 2,391 2,875
4,086 4,365 2,391 2,875

Current - - - -
Non-Current 4,086 4,365 2,391 2,875
4,086 4,365 2,391 2,875

The weighted average effective interest rates with respect to borrowings are
set out in the table below:
Group   Company
30 June
2012
%    30 June
2011
%    30 June
2012
%     30 June
2011
%
Borrowings
Secured Stock - Speirs Investments Limited 10.00% 10.00%    -
-
Mortgage Facility 8.25% 8.95%         -    -
Convertible Redeemable Preference Shares 9.00% 9.00% 9.00% 9.00%

Secured Stock - Speirs Investments Limited
The secured stock is secured under the Terms of the Trust Deed dated 20 July
2009 between Speirs Investments Limited and Perpetual Trust Limited.  The
secured stock matures on 2 October 2013. The interest rate on the secured
stock is reset annually on the 30th of September at the greater of 10.00% or
the one year swap rate plus 4.50%.
Mortgage Facility
Speirs Foods Limited has a mortgage funding facility for up to $985,000.  The
facility has a maturity date of 10 July 2014. The facility is secured by a
mortgage over the properties owned by Speirs Foods Limited, along with a
charge over the assets and undertakings of Speirs Foods Limited and an
unsecured guarantee from Speirs Group Limited.
Convertible Redeemable Preference Shares
During the year ended 30 June 2010 3,250,000 convertible redeemable
preference shares were issued at $1 each.  The convertible redeemable
preference shares have a redemption date of 14 December 2013.  At the
redemption date the holders of the convertible redeemable preference shares
have the option in redeeming their shares in cash (on a $ for $ basis) or
converting the convertible redeemable preference shares to ordinary shares in
the company at a ratio of 3 ordinary shares for every 2 convertible
redeemable preference shares held.  The convertible redeemable preference
shares rank behind all other liabilities of the company but ahead of ordinary
shareholders. During the year ended 30 June 2012, in accordance with
shareholder resolutions passed at a special shareholder meeting,  679,000
convertible redeemable preference shares were repurchased and cancelled by
the Company.

22 CONTRIBUTED CAPITAL

Group and Company
30 June
2012
$''000        30 June
2011
$''000
Balance at 1 July  12,757 12,757
Issue of Perpetual Preference Shares (net of issue costs) 584 -
Issue of 500,000 Fully Paid Ordinary Shares at 10c per share 50 -
Balance at Year End 13,391 12,757

The Company issued Convertible Redeemable Preference Shares during the year
ended 30 June 2010 (see Note 21).  Under NZ IFRS such instruments are
required to be discounted using an appropriate discount rate for instruments
of similar risk.  Any variance between the discounted cash flow calculation
and the carrying value is accounted for as a component of Contributed
Capital.
Group and Company Ordinary Shares
30 June
2012
''000      30 June
2011
''000
Number of Shares on issue at 1 July 10,835  10,835
Issue of 500,000 Fully Paid Ordinary Shares 500 -
Number of Shares on issue at Period End 11,335 10,835

The total authorised number of ordinary shares is 11,334,576 (30 June 2011:
10,834,576).   All issued shares were fully paid and entitled to one vote.
There are no preferences or restrictions attached to this class of share.
Ordinary shares have no par value.
Dividends
During the year the Company did not pay any dividends (2011:  Nil)
Subsequent to 30 June 2012, the Directors proposed that no ordinary dividend
be paid for the year ended 30 June 2012.

Perpetual Preference Shares

Group and Company Perpetual Preference Shares
30 June
2012
''000        30 June
2011
''000
Number of Shares on issue at 1 July -  -
Issued During the Year 679 -
Number of Shares on issue at Period End 679  -

During the year ended 30 June 2012, in accordance with shareholder
resolutions passed at a special shareholder meeting,  679,000 perpetual
preference shares ("PPS") were issued at $1 each
The table below sets out some of the key terms of the PPS.
Issue price $1.00 each.
Dividends payable by the Company Dividends are only payable if authorised by
the Board. If authorised, dividends are payable at the higher of:
(a) 9% per annum; and
(b) the average bid and offered swap rate for a one year swap as quoted on
the Reuters Screen Page "FISSWAP" (which is currently around 2.4%) plus 5%.
No dividends may be authorised by the Board in respect of ordinary shares in
the Company unless dividends are authorised in respect of the PPS and all
dividends on the PPS, including authorised but unpaid dividends, have been
paid.
Ranking in respect of dividends Behind the dividends payable on the CRPS,
equally with all other dividends payable on the PPS, and ahead of dividends
payable on ordinary shares in the Company and any other shares in the Company
that are expressed to rank behind the PPS.
When redeemable  May, at the sole option of the Company, be redeemed by the
Company at any time after 10 years from the issue date (i.e. from 2022).
Redemption amount payable by the Company $1.00 plus any authorised but unpaid
dividends.
When convertible  Convertible at the election of the holder between 5 and 10
years from the date of issue (i.e. between 2017 and 2022).
Rate of conversion 1 PPS converts into 8 ordinary shares in the Company.
Ranking in liquidation Behind the creditors of the Company, behind the CRPS
holders, but ahead of ordinary shareholders and any other holders of shares
that are expressed to rank behind the CRPS.

23 RECONCILIATION OF PROFIT/ (LOSS) AFTER TAX FOR THE YEAR TO NET CASH FROM
OPERATING ACTIVITIES
Group Company
30 June
2012
$''000  30 June
2011
$''000  30 June
2012
$''000        30 June
2011
$''000
Reconciliation of Profit/(Loss) After Tax for the Year to Net Cash from
Operating Activities
Profit/(Loss) for the Year (751) (788) (383) (4,187)
Adjustments for Non-Cash Items:
Depreciation and Impairment on Property, Plant and Equipment 492 588 - -
Amortisation of Intangible Assets 12 19 - -
Bad Debts Written-off - 6 - -
Non Cash Gain on Acquisition of Speirs Securities Limited (543) - - -
Share of Associates (Gains)/ Losses 276 (24) - -
Impairment Loss on Associate - 72 266 3,548
Unwind of Discount on Convertible Redeemable Preference Shares 147 214 147
214
(Gain) / Loss on Sale of Property Plant and Equipment 27 (2) - -
(340) 85 30 (425)
Movement in Other Working Capital Items:
Change in Inventories - 27 - -
Change in Trade and Other Receivables  (98) (107) (37) -
Change in Trade and Other Payables 386 (395) 166 (130)
Net Cash From Operating Activities (52) (390) 159 (555)

24 RELATED PARTIES
Transactions with Key Management Personnel
Key management personnel are considered to be the Directors of the Company
and executives with the greatest authority for the strategic direction and
management of the company.
Key management personnel compensation comprised:

Group Company
30 June
2012
$''000        30 June
2011
$''000  30 June
2012
$''000  30 June
2011
$''000
Short-Term Employee Benefits 403 393 61 61
Termination Benefits - 3 - 3
403 396 61 64

Other Transactions with Key Management Personnel
A number of key management personnel, or their related parties, hold
positions in other entities that result in them having control or significant
influence over the financial or operating policies of these entities.
A number of these entities transacted with the Group in the reporting period.
The terms and conditions of the transactions with key management personnel
and their related parties were no more favourable than those available, or
for which might reasonably be expected to be available, on similar
transactions to non-key management personnel related entities on an arm''s
length basis.
There were no material transactions or outstanding balances relating to key
management personnel.

Entities with which Speirs Group Limited is deemed to be related are:  Speirs
Foods Limited (a wholly owned subsidiary), Speirs Investments Limited (a
wholly owned subsidiary), Speirs Nutritionals Partners LP (a Limited
partnership in which Speirs Group has a 60.57% interest), Speirs
Securitisation LP (a Limited Partnership in which Speirs Group Limited is the
Limited Partner) and Rosa Foods Limited (a company in which Speirs Group
Limited has a 40% interest).
Transactions for the year ended 30 June 2012 with related parties are
summarised below:
o Speirs Group Limited provided funding to Speirs Nutritionals by way of a
term loan facility. The interest charge on the credit facility was $21,000
(2011: $68,250).  At 30 June 2012 and 2011 the outstanding balance of the
credit facility was $200,000.
o Speirs Group Limited received a dividend of $800,000 (2011: $330,000) from
Speirs Foods Limited.
o Speirs Group Limited charged Speirs Foods Limited $66,000 (2011: $66,000)
in respect of corporate services provided by Speirs Group Limited.
o Speirs Group Limited paid Speirs Investments Limited $200,000 (2011:
$200,000) in relation to an interest guarantee on secured and unsecured stock
issued by Speirs Investments Limited.  At 30 June 2012 and 2011 the amount of
the guarantee was $2,000,000.
o Speirs Group Limited received $81,000  (2011: $30,000) from Speirs
Investments Limited in relation to interest on unsecured stock held by Speirs
Group and issued by Speirs Investments Limited. At 30 June 2012 and 2011 the
balance of the unsecured stock was $810,000.
o Speirs Group Limited received a dividend on preference shares for $10,000
(2011: $20,000) from Rosa Foods Limited. At 30 June 2012 and 2011 the
balance of the preference shares was $100,000.
o Speirs Foods charged Rosa Foods Limited $266,426 (2011: $197,542) for
freight and marketing services provided.  At 30 June 2012 Rosa Foods Limited
owed Speirs Foods Limited $75,334 (2011:$36,664).
o Speirs Foods Limited charged rent to and provided goods and services to
Speirs Nutritionals.  The fees charged for goods and services provided were
$Nil (2011: $52,472).  The rental charge was $20,049 (2011: $67,000).  At 30
June 2012 the amount owing from Speirs Nutritionals to Speirs Foods Limited
was $Nil (2011: $8,577).
o Speirs Foods Limited was charged $17,077 (2011: $101,480) by Speirs
Nutritionals for manufacturing services provided.  At 30 June 2012 the amount
owing to Speirs Nutritionals by Speirs Foods Limited was $Nil (2011: $4,072).

o Speirs Group Limited provided a credit facility of $150,000 to Speirs
Securitisation LP.

All interest and fees charged to related parties have been charged at fair
market rates

From time to time directors of the Group, or their related entities, may
purchase goods from the Group. These purchases are on the same terms and
conditions as those entered into by other Group employees or customers and
are trivial or domestic in nature.
25 CAPITAL COMMITMENTS AND CONTINGENCIES
Commitments
The Group and Company were committed to capital expenditure of $18,000 for
the year ended 30 June 2012 (30 June 2011:  Nil)

Contingent Liabilities
At 30 June 2012 the Group and Company had no contingent liabilities (2011:
Same)

26 EVENTS AFTER THE REPORTING PERIOD

There have been no events subsequent to balance date requiring disclosure in,
or adjustment to, the financial statements.

27 GUARANTEES - SPEIRS INVESTMENTS LIMITED AND SPEIRS FOODS LIMITED  (Parent
Only)
Speirs Investments Limited
During the year ended 30 June 2010 the Company transferred the $2million of
Allied Nationwide Finance Limited Perpetual Bonds ("the Bonds") to Speirs
Investments Limited.  Speirs Investments Limited issued $1.7 million of
secured stock to the public and $300,000 of unsecured stock to the Company.
As part of this issuance Speirs Group Limited provided Speirs Investments
investors with an unsecured guarantee to meet quarterly interest payments and
principal at maturity date (2 October 2013) should Allied Nationwide Finance
be unable to make interest and principal repayments.  On 20 August 2010
Allied Nationwide Finance went into receivership.  The recoverability of the
Bonds is subject to any proceeds received from the Receiver of Allied
Nationwide Finance Limited.  As there is considerable uncertainty surrounding
any future recoveries the directors have deemed it appropriate to recognise a
liability in respect of the funds which may be payable under the guarantee
between Speirs Group Limited and Speirs Investments Limited.
Speirs Foods Limited
Speirs Foods Limited has a mortgage funding facility for up to $985,000.  The
facility is secured by a mortgage over the properties owned by Speirs Foods
Limited, along with a charge over the assets and undertakings of Speirs Foods
Limited and an unsecured guarantee from Speirs Group Limited.

28 FINANCIAL RISK MANAGEMENT
Introduction and Overview
The Group had exposure to the following risks arising from its use of
financial instruments:

o Credit risks
o Liquidity risks
o Market risks

The Group manages raw material price risks through negotiated supply
contracts. However, these contracts are for the purpose of receipt in
accordance with the Group''s expected usage requirements only and,
accordingly, are not accounted for as financial instruments.
This note presents information about the Group''s exposure to each of the
above risks, the Group''s objectives, policies and processes for measuring and
managing risk, and the Group''s management of Capital.
Risk Management Framework
The Board of Directors has overall responsibility for the establishment and
oversight of the Group''s risk management framework.
Risk management is carried out and monitored by the senior management team
under policies approved by the Board of Directors. Management identifies,
evaluates and manages financial risks in close co-operation with the Group''s
operating units. The Board provides written principles for overall risk
management.

Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group''s loans and advances and
investment securities. For risk management reporting purposes, the Group
considers and consolidates all elements of credit risk exposure.
Management of Credit Risk
The Board of Directors are responsible for the approval of credit risk
policy.  Senior management is responsible for the management and oversight of
the credit risk policy established by the Board of Directors.

All members of the group are required to implement Group credit policies and
procedures, with credit approval delegated from senior Management. Each
business unit has a General Manager who reports on all credit related matters
to the Board of Directors. Each business unit is responsible for the quality
and performance of its credit portfolio and for the monitoring and
controlling of all credit risks in its portfolios.
Exposure to Credit Risk
The Group and Company have no ''off-balance sheet'' liabilities. The maximum
credit risk is the amount represented on the statement of financial position.
Financial Assets which subject the Group and Company to credit risks consist
of:

Group     Company
June
2012   June
2012   June
2012   June
2011
$''000  $''000  $''000 $''000
Cash and Cash Equivalents  339 245 31 19
Trade and Other Receivables  1,748 1,060 - 7
Loans and Advances  200 200 1,160 1,010

The following categories are not impaired, contain no past due balances, nor
contain any impairment allowances: cash and cash equivalents. A summary of
impaired assets, past due assets, and allowances for impairment with respect
to loans and advances to customers and trade and other receivables is set out
below:

Group    Loans and Advances     Trade and Other Receivables
June
2012    June
2011    June
2012    June
2011
$''000  $''000 $''000  $''000
Carrying Amount 200 200 1,748 1,060

Past Due but not Impaired  - - 1 3

Neither Past Due nor Impaired 200 200 1,747 1,057

Allied Nationwide Finance Limited Perpetual Bonds 2,000 2,000 - -
Impairment Provision (2,000) (2,000) - -

Total Carrying Amount 200 200 1,748 1,060

Trade and other receivables totalling $1,136 (2011: $3,097) are greater than
90 days overdue but are considered collectable and are not impaired.

Company Loans and Advances Trade and Other Receivables
June
2012    June
2012    June
2012    June
2011
$''000  $''000 $''000  $''000
Carrying Amount 1,160 1,010 - 7

Past Due but not Impaired  - - - -

Neither Past Due nor Impaired 1,160 1,010 - 7

Total Carrying Amount 1,160 1,010 - 7

Trade and other receivables totalling $Nil (2011: $Nil) are greater than 90
days overdue but are considered collectable and are not impaired.

Concentrations of Credit Risk
Concentration of credit risks arises where monetary assets are invested with
a particular individual customer or in a particular industrial or geographic
sector.
The Group has a concentration of credit risk in relation to trade receivables
as 76% of total sales are made to two customers.
The Group manages concentration of credit risk by placing restrictions on the
maximum amounts which may be deposited with a Registered Bank and ensuring
that payments received from trade customers are made within prearranged
payment parameters.

Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in
meeting obligations from its financial liabilities.
Management of Liquidity Risk
The Group''s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group''s reputation.
The Group mitigates its liquidity risk through the holding of liquid cash
reserves and by having supporting credit lines.
The Group has a first mortgage term finance facility of up to $985,000
secured on Group owned real estate.  See Note 21.

Exposure to Liquidity Risk
The following tables set out the contractual cash flows for all financial
assets and liabilities and derivatives that are settled on a gross cash flow
basis:

Group 2012  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000     $''000   $''000    $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents  339 339 339 - - - - -
Loans and Advances  200 221 - 5 5 211 - -
Trade and Other Receivables  1,748 1,748 - 1,205 - - - 543
Total  2,287 2,308 339 1,210 5 211 - 543

Group 2012  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities

Trade and Other Payables  1,814 1,814 - 1,814 - - - -
Borrowings  4,086 4,593 - 94 94 188 4,217 -
Total
5,900 6,407 - 1,908 94 188 4,217 -

Group 2011  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents  245 245 245 - - - - -
Loans and Advances  200 217 - 5 5 207 - -
Trade and Other Receivables  1,060 1,060 - 1,060 - - - -
Total  1,505 1,522 245 1,065 5 207 - -

Group 2011  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
Note $''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables  1,423 1,423 - 1,423 - - - -
Borrowings  4,365 5,297 - 101 101 202 678 4,215
Total  5,788 6,720 - 1,524 101 202 678 4,215

Company 2012  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents  31 31 31 - - - - -
Loans and Advances  1,160 1,283 150 25 26 251 831 -

Total  1,191 1,314 181 25 26 251 831

Company 2012  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables  201 201 - 201 - - - -
Borrowings  2,391 2,705 - 54 54 108 2,489 -
Guarantee to Speirs Investments Limited  2,000 2,252 - 50 50 100 2,052 -
Total  4,592 5,158 - 305 104 208 4,541 -

Company 2011  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents  19 19 19 - - - - -
Trade and Other Receivables  7 7 7 - - - - -
Loans and Advances  1,010 1,211 - 26 26 247 81 831
Total  1,036 1,237 26 26 26 247 81 831

Company 2011  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables  42 42 - 42 - - - -
Borrowings  2,875 3,511 - 65 65 129 259 2,993
Guarantee to Speirs Investments Limited  2,000 2,452 - 50 50 100 200 2,052
Total  4,917 6,005 - 157 115 229 459 5,045

The Group and Company had no contractual cash flows with respect to financial
liabilities going out beyond 5 years.
The above tables show the undiscounted cash flows of the Group and Company''s
financial liabilities on the basis of their earliest possible contractual
maturity.

Market Risk
Market risk is the risk that changes in market prices, such as interest rate,
equity prices, foreign exchange rates and credit spreads (not relating to
changes in the obligor / issuer''s credit standing) will affect the Group''s
income or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures
within acceptable parameters, while optimising return on risk.
Management of Market Risk
The Group undertakes minimal transactions denominated in foreign currencies.
At 30 June 2012 and 30 June 2011 the Group had no foreign currency exposures.

Equity price risk and credit spread risk (not relating to the obligor /
issuer''s credit standing) are not monitored by management as they are not
currently significant in relation to the overall results and financial
position of the Group.
Exposure to Interest Rate Risk
Interest rate margin risk arises as a result of mismatches between the
repricing dates of advances and debt securities.
The interest rate gap position is calculated based on the earlier of the
underlying instruments'' maturity date or repricing date.  A summary of the
interest rate gap positions is as follows:

Group 2012  Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents  339 234 105 - - - -
Loans and Advances  200 - - - 200 - -
539 234 105 - 200 - -

Borrowing   4,086 - - 1,190 - 2,896 -
4,086 - - 1,190 - 2,896 -
(3,547) 234 105 (1,190) 200 (2,896) -

The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.

Group 2011  Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents  245 145 100 - - - -
Loans and Advances  200 - - - 200 - -
445 145 100 - 200 - -

Borrowing   4,365 - - 1,190 - 300 2,875
4,365 - - 1,190 - 300 2,875
(3,920) 145 100 (1,190) 200 (300) (2,875)

The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.

Company 2012  Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents  31 27 4 - - - -
Loans and Advances  1,160 - 150 810 200 - -
1,191 27 154 810 200 - -
Borrowings  2,391 - - - - 2,391 -
Guarantee to Speirs Investments Limited  2,000 - - 2,000 - - -
4,391 - - 2,000 - 2,391 -
(3,200) 27 154 (1,190) 200 (2,391) -
The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.

Company 2011  Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents  19 10 9 - - - -
Loans and Advances  1,010 - - 810 200 - -
1,029 10 9 810 200 - -
Borrowings  2,875 - - - - - 2,875
Guarantee to Speirs Investments Limited  2,000 - - 2,000 - - -
4,875 - - 2,000 - - 2,875
(3,846) 10 9 (1,190) 200 - (2,875)
The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.
The Group and Company had no contractual cash flows with respect to financial
assets going out beyond 5 years.

Capital Management
The Group''s capital includes share capital and accumulated deficits.
The Group''s policy is to maintain a strong capital base so as to maintain
investor, creditor and market confidence and to sustain future development of
the business. To achieve this the Directors and management monitor such
matters as profitability and capital held on a monthly basis.

The Group''s equity at the reporting dates comprises:
30 June
2012
$''000       30 June
2011
$''000
Contributed Equity 13,391 12,757
Accumulated Deficits (12,509) (11,758)
Total Equity Balance at Period End 882 999

There have been no material changes in the Group''s management of capital
during the period.
29 INVESTMENT IN SUBSIDIARIES
` The consolidated financial statements incorporate the assets, liabilities
and results of the following subsidiaries in accordance with accounting
policy 2.2.
All subsidiaries are incorporated in New Zealand.
Name of Entity   Principal Activity   Equity Holding
2012 2011
Speirs Investments Limited   Investment holding company   100% 100%
Speirs Foods Limited Food processing company   100% 100%
Speirs Securitisation Management Limited  General Partner in a Limited
Partnership providing 100%    -
Administrative services to a securitisation
Programme.
Speirs Securitisation LP   Limited Partner in a Limited Partnership providing
100% -
Administrative services to a securitisation
Programme.

AUDITORS'' REPORT

STATUTORY INFORMATION

Principal activities
Speirs Group Limited operates as a holding company.  Its principal interests
are in:
Entity Interest Principal Activity
Speirs Foods Limited Wholly owned subsidiary Fresh food production and
distribution
Speirs Investments Limited Wholly owned subsidiary Investment holding company

Rosa Foods Limited 40% owned associate Prepared meal production and
distribution
Speirs Securitisation LP Speirs Group Limited is the sole Limited Partner
Administrator and subordinated debt holder of Speirs Securities Limited
Speirs Nutritionals Partners LP 60.657% owned associate Commercial
development and marketing of Intellectual Property and Know How

Directors'' shareholdings

The number of shares held by Directors of the Company at 30 June 2012:
Beneficial Holdings Non-Beneficial Holdings
Keith Taylor 500,000 -
Nelson Speirs      1,047,678        705,489
Derek Walker         -      -
Nelson Speirs (as Co-Trustee)        -        1,383,145

A Beneficial Holding records that the Director holds the shares in his own
name. A Non-Beneficial Holding records that the Director(s) hold the shares
in their capacity as a Trustee.

Disclosure of interests by directors

o Keith Taylor declared that he is interested in the issue of 500,000 Speirs
Group Limited ordinary shares at 10c per share to himself on 9 December 2011,
as approved by shareholders at the Annual General Meeting held on 28 November
2011.
o Nelson Speirs declared that he is interested in the issue of $389,000
Perpetual Preference Shares to him and the repurchase of $389,000 Convertible
Redeemable Preference Shares from him on 21 June 2012.

Governance positions held by directors at 30 June 2012

Director Entity Relationship
Keith Taylor Takeovers Panel Member
NZ Qualifications Authority Board Member
Earthquake Commission Deputy Chair
Government Superannuation Authority Chairman
Reserve Bank of New Zealand Board Member
Gough, Gough & Hamer Limited & Associated Companies Director
Butlands Management Limited & Associated Companies Director
Port Marlborough New Zealand Limited & Associated Companies Director
NZ Fire Services Superannuation Scheme Trustee
Southern Cross  Healthcare Society & Associated Entities Director
Southern Cross Health Trust Trustee
Annuitas Management Limited Director
Keith B Taylor Limited Director

Derek Walker Palmerston North Airport Limited Director (Chair)
The Bio Commerce Centre Limited & Associated Companies Director (Chair)
NZ Windfarms Limited& Associated Companies Director
Speirs Foods Limited Director
Third Bearing Limited Director
TBL Investments Limited Director
Elmira Consulting Limited Director
Manawatu Health Homes Limited Director
Central Energy Trust Trustee (Chair)
Computercare NZ Limited Director

Nelson Speirs Speirs Group Limited  Director
S N Management Limited Director
MMM Holdings Limited Director (Chair)
The Bio Commerce Centre Limited & Associated Companies Director
Allied Nationwide Finance Limited (In Receivership) Director
Speirs Securitisation Management Limited Director
Speirs Securities Limited Director

Transfers of interests in Speirs Group Limited shares by directors during the
year

o Nil

Directors'' remuneration

Directors'' remuneration (including an allowance for the use of Company
vehicles) received, or due and receivable during the year ended 30 June 2012,
is as follows:

Name Salary/Consultants Fees and Use of Company Motor Vehicle Directors Fees
Total Remuneration
Keith Taylor (appointed 10 October 2011) $Nil $36,667 $ 36,667 Independent
Director and Chair
Derek Walker $ Nil $25,833 $25,833 Independent Director
Nelson Speirs $ Nil $32,083 $ 32,083 Non Independent Director
Donald Speirs (retired 28 November 2011) $ Nil $14,417 $ 14,417 Non
Independent Director
Trevor Roberts (retired 28 November 2011) $Nil $ 12,333 $ 12,333 Independent
Director
Robert Speirs (resigned 28 November 2011) $Nil $ 8,333 $ 8,333 Non
Independent Director

Directors are reimbursed for travel and accommodation expenses and any other
costs properly incurred by them in connection with the business of the
Company.

Use of Company information by directors
There were no recorded notices from directors requesting to use Company
information received in their capacity as directors that would not otherwise
have been available to them.
Directors'' Loans
For the year ended 30 June 2012 and as at 30 June 2011, there were no loans
to directors

Indemnification and insurance of directors and officers

The Company has arranged policies of directors'' and officers'' liability
insurance which together with an indemnity provided under the Company''s
constitution ensures that generally directors will incur no monetary loss as
a result of actions taken by them as directors.   Certain actions, such as
penalties and fines which may be imposed in respect of breaches of the law,
are excluded.

Employee Remuneration

Remuneration and other benefits exceeding $100,000 paid to employees during
the year ended 30 June 2012 were:
Group  Parent
o $150,000 - $159,999    1    -
o $180,000 - $189,999    1     -

STATUTORY DISCLOSURE IN RELATION TO SHAREHOLDERS

Twenty largest shareholders at 30 June 2012

Fully Paid  Percentage of
Ordinary Shares  Issued Voting Capital
Nelson Speirs *      1,047,678 9.24%
Donald Speirs        900,523 7.94%
Active Equity Holdings Limited        743,400 6.56%
Nelson Speirs, Mary Speirs, Robert Speirs, Susan Le Moigne and Glendinnings
Trustee Company Limited  705,489 6.22%
Donald Speirs, John Wilson    642,273 5.67%
Nelson Speirs, Mary Speirs, Robert Speirs, Susan Le Moigne and Glendinnings
Trustee Company Limited  521,222 4.60%
Keith Taylor *        500,000 4.41%
Donald Speirs, Nelson Speirs, John Wilson   421,790 3.72%
Donald Speirs, Nelson Speirs, John Wilson   257,206 2.27%
David Speirs, Rebecca Speirs      171,388 1.51%
M Le Moigne     109,385 0.97%
M W Speirs    102,994 0.91%
Nelson Speirs, Mary Speirs, Robert Speirs, Susan Le Moigne and Glendinnings
Trustee Company Limited  100,000 0.88%
David Speirs       100,000 0.88%
Custodial Services Limited      92,945 0.82%
Nelson Speirs, Susan Le Moigne and Glendinnings Trustee Company Limited
82,927 0.73%
E D Fogarty       78,889 0.70%
R J Doey    76,556 0.68%
Cervelo Investments Limited       73,968 0.65%
E A Wallace       73,787 0.65%
6,802,420 60.01%

* See note under Directors'' shareholdings on page 41

Shareholder Statistics at 30 June 2012
Ordinary Shares Holders    %
Shares      %
1 to 999 32 5.35 15,263 0.13
1,000 to 4,999 299 50.00 690,846 6.10
5,000 to 9,999 91 15.22 647,181 5.71
10,000 to 99,999 162 27.09 3,657,938 32.27
100,000 and over 14 2.34 6,323,348 55.79
598 100.00 11,334,576 100.00

Substantial Security Holders at 29 August 2012
The following information is provided in compliance with Section 26 of the
Securities Markets Act 1988 and is stated as at 29 August 2012.  The total
number of voting securities of Speirs Group Limited at that date was
11,334,576.

Substantial Security Holder Number of Shares in Which  Relevant
Interest is Held Percentage of Voting Securities
Nelson Speirs 3,136,312 27.67%
Donald Speirs 2,221,792 19.60%
Susan Le Moigne 1,443,425 12.73%
Glendinnings Trustee Company Limited 1,409638 12.44%
John Wilson 1,381,869 12.19%
Robert Speirs 1,360,498 12.00%
Mary Speirs 1,345,212 11.87%
Active Equity Holdings Limited 743,400 6.56%

Board Charter

Part 1 - The Company Goal(s)

The purpose of Speirs Group Limited, and its goal, is to become recognised as
a strong, capable investment company by investing in entities that operate in
chosen fields in which the Company has competence, so as to maximise returns
to its investors and enhance the well-being of all its stakeholders.
Speirs Group Limited funds its investments through its equity, "mezzanine"
financing, and borrowing from the public.  Mortgage funding may be raised by
subsidiaries from time to time.
The words "Company", "Board" and "Management" have the same meaning for all
entities that are subsidiaries or associates of Speirs Group Limited, or in
which Speirs Group Limited owns a significant interest.

Part 2 - Board Governance Process

The role of the Board is to add long-term value to the Company''s shares as
well as providing sustainable returns to all stakeholders.
Management will not be represented on the Board.    Management control is
exercised by the Board Secretary (Speirs Group Limited) and the appropriate
CEO (entities that are subsidiaries or associates of Speirs Group Limited, or
in which Speirs Group Limited owns a significant interest).
The Board will:
o ensure that the Company''s Goals are clearly established, and that
strategies, originated by Management, are in place for achieving them;
o ensure that Management is pro-active in building the businesses within
established parameters, through innovation, initiative, technology, new
products and the development of business knowhow;
o monitor the performance of Management;
o appoint the CEO, set the terms of the CEO''s employment contract and, if
necessary, terminate the CEO''s employment with the Company;
o protect the Company''s financial position and its ability to meet its debts
and other obligations when they fall due;
o ensure that the Company''s financial statements are informative and comply
with all legal and accounting standards;
o ensure that the Company adheres to high standards of ethical and corporate
behaviour;
o ensure that the Company has appropriate risk management/regulatory
compliance policies in place.
o Where possible, mitigate key risks facing the Company.
Day to day management of the Company will be in the hands of Management.
The Board will satisfy itself that the Company is achieving the Company
Goals.

The Board''s Relationship with Shareholders and with other Stakeholders
The Board will use its best endeavours to familiarise itself with issues of
concern to Shareholders and other relevant stakeholders
In so doing, the Board will regularly consider economic, political, social
and legal issues and other relevant matters that could affect the development
of the businesses or the interests of Shareholders and other relevant
stakeholders.
The Board acknowledges the cornerstone shareholding of the Speirs family in
Speirs Group Limited.

Board Procedures
Directors will:
o At all reasonable times, have access to all relevant Company information
and to Management:
o Meet formally at least quarterly, and additionally as the occasion
requires.  The board may meet by audio or audio/visual means;
o set its own agenda, through the Chair;
o place emphasis on strategic issues and policy;
o attend board meetings, prepare fully, and participate fully, frankly and
constructively in board discussions;
o bring the benefit of individual knowledge, skills and abilities to the
Board table;
o recognise that constructive debate will lead to better decisions, and seek
consensus if possible;
o when making decisions, consider the general principles on which they are
founded and any Company policies that may impact upon the decision;
o other than as required by law, regulation or agreement of the Board itself,
regard all matters discussed at Board meetings as being confidential.
At the regular formal meetings the Board will consider:
o an update of its ''interests register'';
o an operational report from the CEO (and CFO if applicable), which shall
include reporting of financial and operational performance with comparison of
actual and budgeted performance, explanation of variances from budget, and
forecasts of future performance;
o specific proposals for capital expenditure;
o major issues and  opportunities for the Company;
o any changes to strategic risks and opportunities for the Company;
o approving the quarterly payment of dividends in relation to the Convertible
Redeemable Preference Shares and associated solvency declarations.
o considering thepayment of dividends in relation to the Perpetual Preference
Shares and associated solvency declarations.
At least annually, the Board will:
o undertake a planning process which reviews the company''s short, medium and
long term goals and strategic direction in the context of the environment and
markets it is operating in, its internal strengths and weaknesses and the key
internal and external risks and opportunities for the company.
o approve the annual operating and capital plan and expenditure budgets;
o approve the annual and half-yearly financial statements, report to
Shareholders and public announcements;
o approve the annual report;
o consider and, if appropriate, declare or recommend the payment of dividends
on ordinary shares;
o review the Board composition, structure and succession;
o review the Company''s audit requirements;
o review the performance of, necessity for and composition of Board
committees;
o undertake Board and individual director evaluations;
o review directors'' remuneration;
o review the CEO''s performance and remuneration;
o review any donations and sponsorships;
o review remuneration policies and practices in general;
o review risk assessment policies and controls including insurance covers and
compliance with legal and regulatory requirements;
o review the Company''s code of conduct and ethical standards;
o review Shareholder, customer and supplier relations;
o agree the following year''s Board work plan.
Board Chair and Deputy Chair
At its first formal meeting following the annual general meeting of
Shareholders, the Board will appoint a Chair from amongst its members. The
Board may, if it wishes, appoint a Deputy Chair.
The Chair is responsible for:
o representing the Board to Shareholders and the Public;
o ensuring the integrity and effectiveness of the Governance Process;
o maintaining regular dialogue with the CEO over significant operational
matters;
o consultation with the other directors on any matter that might give
concern;
o facilitating Board meetings to ensure that no director dominates
discussion, that relevant opinion among directors is forthcoming and that
discussions result in logical and sensible outcomes.

Board Committees
The Board will form committees only when it is efficient or necessary to
facilitate efficient decision-making.  Unless otherwise directed by the
Board, all directors will be members of each committee.   The committees will
observe the Board rules of conduct and procedure, and will speak and act only
on matters authorised by the Board.  That authority will not derogate from
the authority delegated to the CEO.
The Board has three standing committees - Audit, Remuneration and Nomination.

The Audit Committee is the conduit to the external auditors.   The Board
Chair will not be the Audit Committee Chair.  The Audit Committee reviews the
annual and half-yearly financial statements prior to approval by the Board,
the effectiveness of management information systems and systems of internal
control and the effectiveness of the external audit function.
The Remuneration Committee annually reviews the remuneration packages of all
directors and the CEO and makes recommendations to the Board.  The packages
are reviewed with due regard to performance and other relevant factors
including market relativity. The Nomination Committee will be chaired by the
Board Chair.  The Nomination committee reviews the composition of the Board
annually and makes recommendations to the Board to ensure the Board comprises
members with an appropriate mix of skills and experience.  Appropriate
assistance from external advisors may be sought.

Board Composition and Mix
The composition of the Board, with a membership of no less than three, will
reflect the duties and responsibilities it is required to discharge as
representative of the Shareholders, including setting the Company''s goal(s)
and strategy for achieving those goals, and overseeing the implementation of
that strategy.
The qualification for Board membership is the ability and intelligence to
make sensible business decisions and recommendations, such as:
o an entrepreneurial talent for contributing to the creation of Shareholder
value;
o the ability to see the wider picture;
o the ability to ask the hard questions;
o experience in the industry sector;
o high ethical standards;
o sound practical and common sense;
o total commitment to furthering the interests of Shareholders and the
achievement of the Company Goals.
Directors hold office for three years following their first appointment by
Shareholders, and retire by rotation.  Directors retiring by rotation may
offer themselves for re-election for a further three year term.

Induction of new Directors
Potential new directors are encouraged to carry out "due diligence" on the
Company before accepting an appointment to the Board.
Prior to their first appointment, an induction programme will be provided to
fully acquaint the new director with the business and affairs of the Company
and the business environment and markets in which it operates.  This will
include appropriate meetings with other directors and with senior Management.

Directors'' Remuneration
The  Remuneration Committee will recommend to the Board the level of
remuneration paid to directors, always within the overall limitations imposed
by Shareholders.  Consideration will be taken of extra responsibilities such
as chairing a Board committee.
The Chair and Deputy Chair (if any) will be paid a level of fees appropriate
to their office.  For the Chair, this will usually be in the order of 200% of
the basic fees paid to the other directors.
Remuneration will be reviewed annually, which may include taking independent
professional advice.

Speirs Group Limited Shareholding by Directors
Speirs Group Limited shares are listed on NZAX.  Directors are encouraged,
but not obliged, to hold shares in Speirs Group Limited.
Should directors buy or sell shares in Speirs Group Limited, they must
strictly observe the provisions of Speirs Group Limited''s own internal rules
as well as all relevant legislative and regulatory procedures.

Provision of Business or Professional Services by Directors
Because a conflict of interest (actual or perceived) may be created,
directors should not, generally, provide business or professional services of
an ongoing nature to the Company, other than where:
o the service is a special assignment, where the director has special
expertise in the particular field; and
o the terms of engagement are competitive, clearly recorded and all legal
requirements for disclosure of the engagement are properly observed.

Other Board Appointments
Any director, while holding office, is at liberty to accept other Board
appointments so long as the appointment is not in conflict with the Company''s
business and does not detrimentally affect the director''s performance as a
Company director.   All other appointments must first be discussed with the
Chair before being accepted.

Board and Director Evaluations
Each year:
o the Board will critically evaluate its own performance, processes and
procedures to establish that they are not unduly complex and remain designed
to assist the Board in effectively fulfilling its role;
o individual directors will be evaluated by the Board determining questions
to be asked of each director about him/herself and about each other,
including the Chair. Each director answers the questions in writing and
the responses are collected and collated by the Chair who then discusses the
results with each director.  The Chair''s own results are discussed with the
remainder of the Board.

Indemnities and Insurance
The Company provides directors with, and pays premiums for, indemnity and
professional insurance cover while acting in their capacities as directors.
The Board may also provide an indemnity to directors.

The Secretary to the Board
The Secretary is appointed by the Board.
The Secretary is responsible for ensuring that:
o Board procedures are followed;
o the applicable rules and regulations for the conduct of the affairs of the
Board are complied with and for all matters associated with the maintenance
of the Board or otherwise required for its efficient operation.
o Take minutes of all Board and Board Committee meetings.
All directors, particularly the Board Chair and Committee Chairs, have access
to the advice and services of the Secretary for the purposes of the Board''s
affairs and the Company''s business.

Part 3 - Position of CEO (for Speirs Group Limited, read ''Secretary to the
Board'' for ''CEO'')

Position of CEO
The Board will link the Company''s governance and management functions through
the CEO.   All Board authority conferred on Management is delegated through
the CEO so that the authority and accountability of Management is considered
to be the authority and accountability of the CEO so far as the Board is
concerned.
The Board will agree with the CEO to achieve specific results directed
towards the Company Goal(s)
Between Board meetings the Chair maintains an informal link between the Board
and the CEO, is kept informed by the CEO on all important matters and is
available to the CEO to provide counsel and advice where appropriate.
The CEO will take the lead and, as appropriate, work with the Chair and the
Board, to undertake the necessary administrative duties to float, manage,
re-finance, and repay all mezzanine financing and public borrowing as
required by the Board from time to time.
Only decisions of the Board acting as a body are binding on the CEO.
Instructions by individual directors or by Board committees are not given
directly to the CEO.

Accountability of CEO to Board
The CEO, in association with the Chair, is accountable to the Board for the
achievement of the Company Goal(s).
The CEO is accountable for the observance of the Management Limitations (see
below).
The CEO will provide monthly reports to the Board covering:
o all appropriate operational, financial and other relevant matters;
o assurances that the Board considers necessary to confirm that the
Management Limitations are being observed.

Management Limitations
The CEO is expected to:
o act within all specific authorities delegated to him/her  by the Board;
o not cause or permit any practice, activity or decision that is contrary to
commonly accepted good business practice or professional ethics;
o allocate Company capital and resources in adherence with Company Goal(s)
and annual operating and capital expenditure budgets;
o not cause or permit any action without taking into account the health,
safety, environmental and political consequences and their effect on
long-term Shareholder value;
o not cause or permit any action that is likely to result in the Company
becoming financially embarrassed;
o adequately protect and maintain the assets of the Company.
o appropriately administer and service the liabilities of the Company;
o operate the Company with a comprehensive system of internal control;
o not permit employees and other parties working for the Company to be
subjected to treatment or conditions that are undignified, inequitable,
unfair or unsafe.

DIRECTORY

Directors

At 30 June 2012 the Board of Directors of the Company is comprised of three
Non-Executive Directors.  All Directors have served for the whole year,
except for:
o Keith Taylor who was appointed as a director on 10 October 2011
o Donald Speirs who retired as a director on 28 November 2011
o Trevor Roberts who retired as a director on 28 November 2011
o Robert Speirs who resigned as a director on 28 November 2011.

Non-Executive Directors
Keith Taylor (Chairman) BSc, BCA, FIA, F Inst D

Nelson Speirs, F.C.A.

Derek Walker, B.E. (Hons), B.B.S.

Company Secretary

Lee Simpson B.B.S, C.A

Email: lees@speirs.co.nz

Registered Office    Securities Registrar
4 Lower High Street, Marton Computershare Investor Services Limited
P O Box 318, Palmerston North Private Bag 92119
Telephone: 06 350 6004 Auckland 1142
Facsimile:  06 350 6020 Telephone:        09 488 8700
Facsimile:        09 488 8787
Investor Enquiries:       09 488 8777

Production Facility Offices
Speirs Foods Limited
Hair Street
Marton
P O Box 108, Marton
Telephone: 0800 366 324
Facsimile: 06 327 5717
Email: sales@speirs.co.nz

Advisors/Service Suppliers
Auditors Solicitors
KPMG  Chapman Tripp
Bankers
Bank of New Zealand

Speirs Group Limited

Annual Report

for the year ended 30 June 2012
End CA:00227264 For:SGL    Type:ANNREP     Time:2012-09-13 15:28:45
Views: 311
Speirs Group Limited - Ordinary Shares
 0.1700 Change:
0.00
0.00%
 
Open:0.1700 
High:0.1700 
Low:0.1700 
Volume:0 
Last Traded:21/11/14 00:00:00 
Bid:0.1700 
Ask:0.2000 
52-Wk High:0.2200 
52-Wk Low:0.0450