2 Cheap Cars Group Limited logo

Annual Report 2021

Annual Report24 June 20212CCFinancials

NZAI
1

FOR THE YEAR ENDED 31 MARCH


2021

Helping Kiwis

afford great cars

NZAI
23

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

CONTENTS

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Who We Are

Results Highlights

Update from the Chair and CEO

The Board

Strategy

Focus on Hybrid and Electric Vehicles

Management Commentary

Financial Statements

Statement of Corporate Governance

Statutory Disclosures

Corporate Directory

4

6

8

12

14

16

18

27

67

77

86

This Annual Report is dated 24th June 2021

and is signed on behalf of the Board by:

Karl Smith

Chair, NZ Automotive Investments Limited


Tracy Rowsell

Director, NZ Automotive investments Limited

NZAI
45

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

2 Cheap Cars is vertically integrated from procurement to the point of sale

Who we are

Helping

Kiwis Afford

Great Cars

NZAI is an integrated used automotive group

operating throughout New Zealand via two

divisions: Automotive Retail and Vehicle Finance.

Our mission is to deliver quality cars and financing

solutions at the most affordable prices to the

average New Zealander.

Operating under the “2 Cheap Cars” brand, our

Automotive Retail company is one of the largest

used vehicle sellers in New Zealand with 12

dealerships across the country. 2 Cheap Cars has

sold on average 10,185 cars annually for the past

three years and is responsible for approximately

7.5 per cent of all used car import sales in

New Zealand.

Our Vehicle Finance company operates under the

“NZ Motor Finance” brand. It was established in

2019 to diversify earnings and provide a further

growth opportunity for NZAI. It originates loans

entirely from cross-selling to Automotive Retail

customers, which allows NZ Motor Finance to

grow its finance book with minimal acquisition and

administrative costs.

2 Cheap Cars is vertically integrated from

procurement to the point of sale. Staff from our

Japanese subsidiary, Car Plus, directly attend

Japanese car auctions, visually inspect stock, and

select which vehicles to buy. Having a presence

in Japan provides greater control over our supply

chain, improves vehicle quality, allows us to select

cars that we believe will appeal to New Zealand

consumers and achieve lower price points.

75

Employees

8,207

Cars sold in FY21

12

Dealerships Nationwide

7.5%

Est. market share of

used car imports

~23

Days average time from

car arriving at a lot to

sale in FY21

30%

Finance demand from NZAI

retail customers in FY21

$

Auckland

Hamilton

Palmerston North

Tauranga

Napier / Hastings

Wellington

Christchurch

NZAI
67

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

results highlights

$

66.1m

REVENUE & INCOME

down 13.4%

5.0CPS

DIVIDEND (CPS)

up 2.7 cps

2

8.4 CPS

UNDERLYING

EARNINGS PER SHARE

3

down 0.9 cps

$

3.8m

UNDERLYING NPAT

1

down 9.6%

$

6.4m

UNDERLYING NET

OPERATING CASHFLOW

1

up $6.5m

$

7.8m

UNDERLYING EBITDA

1

down 10.7%

11.7%

UNDERLYING EBITDA

MARGIN

1

up 0.3%

1. Excludes transaction costs to list the Company.

2. Prior year comparative based on share numbers normalised post share restructure

NB. Percentage change and other comparatives are based on results from the same period last year.

3. Actual EPS of 7 cps

NZAI
89

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

UPDATE from the Chair and CEO

On behalf of the Board, it is our pleasure to present

NZAI’s inaugural Annual Report as a listed company.

We were proud to deliver a solid result for FY21, through

the Covid-19 pandemic, demonstrating the ongoing

profitability and resilience of the business.

A key business milestone this year was successfully

listing on the New Zealand Stock Exchange (NZX) in

February, going public via a direct listing on the NZX

main board. We pursued a direct listing to support long-

term growth, in particular access to capital in the future

for expansion of our vehicle finance company. The listing

offers an investment opportunity which is underpinned by

Kiwis’ demand for affordable, safe and reliable used cars.

Since listing, our focus has been on setting the company

up for success to grow and help Kiwis afford great cars.

Financial Results

During the year, revenue and income of $66.1 million

decreased by $10.3 million on FY20, driven by Covid-19

lockdowns affecting vehicle sales and the impact from the

closure of less profitable dealerships in FY20. This was offset

by growth in the underlying 2 Cheap Cars retail business, as

well as growth in finance income from NZ Motor Finance.

Actual NPAT of $3.2 million decreased $1.0 million from

FY20, and included $0.6 million of costs (post tax) to list the

company. We are pleased that the underlying FY21 NPAT of

$3.8 million came in slightly above guidance issued during

the period.

The Board of Directors is pleased to have declared a fully

imputed dividend of 5.0 cents per share for FY21, which

was paid on 17 June 2021. The dividend represents 60% of

underlying net profit after tax in accordance with the Group’s

dividend policy.

Experienced Board and Senior Management

During FY21, NZAI appointed an experienced Board of

independent directors, and vehicle finance expert David

Page as CEO, to provide strong governance, lead the

company’s expansion and drive its growth strategy.

NZAI attracted additional talent with Charles Bolt, Michele

Kernahan and Tracy Rowsell also joining as Board members.

The recently appointed Board brings a breadth and depth of

both corporate and industry experience.

With strong governance and management in place, we are

now focused on implementing our strategic roadmap for

growth. We are excited and optimistic about what’s ahead

for NZAI in the next five years and beyond.

Automotive Retail – 2 Cheap Cars

Like other retail businesses, NZAI’s operations and the

broader automotive industry were significantly impacted by

the lockdowns relating to Covid-19 during FY21. Throughout

the year, the company has had to be agile in responding to

the disruptions and uncertainty. Nevertheless, the results for

FY21 were affected by the lockdowns, where the company

could not fully trade for at least 68 days, or 19% of the year.

In FY21, 2 Cheap Cars revenue was down 13.4% compared

to the wider used car import market which was down

18%. Demand for imported used cars has since bounced

back strongly, driven by New Zealand’s ageing fleet with

thousands of cars needing replacement in the next few

years. In the second half of FY21, sales volumes from

existing sites largely recovered to FY20 levels.

2 Cheap Cars will continue to leverage off its position,

being vertically integrated with staff from its Japanese

subsidiary, Car Plus, directly attending Japanese car

auctions. Having a presence in Japan allows NZAI to

keep the cost of its vehicles low, manage quality and buy

at scale. It also enabled 2 Cheap Cars to able to maintain

a strong supply chain through Covid-19.

Automotive Finance - NZ Motor Finance

Our automotive finance subsidiary is relatively new

and is intended to be a growth area for future financial

performance.

Our strategy is to drive vertical integration by leveraging

the Automotive Retail business to support the growth

of our Vehicle Finance company, growing NZMF’s loan

book by offering Automotive Retail customers finance

directly from NZMF.

As of 31 March 2021, the value of NZMF’s loan book

doubled to $3.8 million across 461 customers. The book

has had minimal write-offs across its 21-month life, which

management believes is due to NZMF’s careful selection

and management of borrowers.

During the reporting period, NZAI also raised net capital

of $3.3 million to fund the continued growth of its loan

book under its subsidiary NZ Motor Finance and secured

a bank facility of $5.0 million to help further fund the loan

book beyond FY21.

Growth in EV and HEV

We see this as a unique time for the industry, as

businesses and consumers evolve and support Climate

Change targets to reduce emissions. Our model is

about sourcing affordable cars for everyday Kiwis. With

a growing percentage of our cars now being electric

and hybrid electric vehicles, we will play a crucial role in

helping Kiwis adapt and secure affordable vehicles that

meet the future requirements set by the New Zealand

Government.

We have already seen our sales of electric and hybrid

electric vehicles (EV/HEV) almost double in the last

12 months; with 21% of sales being EV/HEV in the

last quarter of FY21, up from 8% at the same time in

the prior year. From September to January, 2 Cheap

Dear Shareholder

Across New Zealand, we know that everyday Kiwis rely on safe, reliable

and affordable transport to get them from A to B. Despite a challenging year

for many businesses through the Covid-19 pandemic, the used automotive

industry has proven to be agile in responding to evolving market conditions.

Operating across Automotive Retail and Automotive Finance, NZAI is in a

strong position to continue to deliver on its purpose of helping Kiwis afford

great cars.

NZAI
1011

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Cars averaged over 100 EV/HEV sales per month. The

company is well placed to service the growing demand

for this type of vehicle and plans to be at the forefront of

the industry.

Digital, Data and Disruption

We look to grow the Company’s digital platform model

to build market intelligence and thus improve our

understanding of the New Zealand driver demographics.

NZAI will continue to improve its digital offering, including

upgrading the digital platform to achieve pre-approval of

customers’ credit and eventually allow customers to pay

for vehicles directly online.

Following on from our early adoption of social media and

digital advertising, we are looking to increase our digital

footprint and offerings. The key benefit of the digital-first

approach is that customers can arrive at our dealerships

ready to purchase a car that they have already viewed

and agreed to a price online.

Business Outlook

The used automotive industry has proven to be resilient

throughout Covid-19, with demand remaining strong

for used vehicles across 2 Cheap Cars dealerships.

Supply of vehicles from Japan remains consistent and we

therefore do not expect constraints in FY22. We expect to

sell a higher proportion of EV/HEV’s to meet the growing

demand for this type of vehicle. Demand for finance

continues to be strong, and we expect this to grow in the

coming year.

NZAI’s long-term strategy is to leverage its retail business

to build a diversified automotive services group. NZAI’s

automotive finance business will continue to be a focus

area for growth. We remain focused on the digital

transformation of the business and its processes, as well

as growing and investing in our team, securing relevant

partnerships and maximising operational efficiency.

NZMF will continue to grow the loan book, both vertically

through 2 Cheap Cars and through exploring other

opportunities to grow the book.

We look forward to seeing the business continue growing

in FY22 and beyond.

Finally, we wish to thank our shareholders and our

team. The last 12 months through Covid-19 have been

challenging, and we want to thank you for delivering

excellent service to our customers. We appreciate your

support and look forward to continuing to work together.

Access to affordable, high quality vehicles is an essential

need in New Zealand. We will continue to innovate and

look for ways that we can grow the business to achieve

our purpose of helping Kiwis afford great cars.

Yours Sincerely

Karl Smith

Chair, NZ Automotive Investments Limited


David Page

CEO, NZ Automotive Investments Limited

NZAI
1213

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Karl Smith

CHAIRMAN, INDEPENDENT DIRECTOR

Karl is a professional independent

director who has over 40 years’

extensive executive and governance

experience. His current directorships

include Hamilton Jet, FortHill Property

Limited (Chair) and VetNZ Limited. Karl

previously held directorships in Ports

of Auckland, Lyttleton Port Company,

Hall’s Group Limited and the Crusaders

Franchise Limited. Prior to becoming

a professional director, Karl served as

Chief Executive Officer of Gough Group

Limited and previously held senior

executive positions in PDL Holdings,

Progressive Enterprises, Crane Group

and Citibank N.A. Karl was appointed

as Director and Chairman of NZAI in

September 2020. Karl holds a Bachelor

of Commerce from the University

of Canterbury, is a graduate of the

Advanced Management Program at

Harvard Business School, is a Fellow of

Chartered Accountants Australia and

New Zealand and is a chartered member

of the Institute of Directors.

David (Yusuke) Sena

EXECUTIVE DIRECTOR, CO-FOUNDER

David founded 2CC in 2011 with Eugene

Williams. He is responsible for all

procurement and supply chain aspects

of the Company including compliance,

re-conditioning, and logistics. David was

born in Japan and has been influential in

developing and maintaining relationships

with vehicle suppliers. He has been a

Director of NZAI since its inception.

Tracy Rowsell

DIRECTOR

Tracy is an advisory partner at BDO

Auckland, with more than 20 years

of experience in providing business

advisory and taxation services to a wide

array of local and overseas clients. She

has provided advice to 2CC since 2012

and has a deep understanding and

knowledge of the business. Tracy has

been a Director of NZAI since December

2020.

Eugene Williams

EXECUTIVE DIRECTOR, CO-FOUNDER

Prior to founding 2CC in 2011 with

David Sena, Eugene had been a

successful small business owner in the

education and FMCG sectors. Eugene is

responsible for sales and marketing and

overall strategy of NZAI. He has been a

Director of NZAI since its inception.

Charles Bolt

INDEPENDENT DIRECTOR

Charles has a background in corporate

law and as a senior executive in a major

listed company. Beginning his career in

capital markets regulation with the NZX,

he then worked for New Zealand law firm

Bell Gully before joining Fletcher Building

where he most recently held the role of

Group General Counsel and Company

Secretary until 2019. He is currently

General Counsel for TIL Logistics Group

Limited. Charles holds an LLB from

Victoria University and has completed the

Senior Executive Programme at Columbia

University, New York. Charles has been a

Director of NZAI since December 2020.

MiCHELE KERNAHAN

INDEPENDENT DIRECTOR

Michele is the Chief Executive Officer

of New Zealand’s largest temperature-

controlled transport and logistics

business, Hall’s Group Limited.

Prior to joining Hall’s Group in 2019 she

held various Executive roles at Fletcher

Building over 21 years, including as

Chief Executive of the Building Products

division. She holds a Master of Business

Administration and Bachelor of Arts from

the University of Canterbury and has

completed the Advanced Management

Programme at Harvard Business School

and other Executive programmes at

Wharton Business School and other

Executive programmes at Wharton

Business School, Stanford School of

Business and Melbourne Business

School. Michele has been a Director of

NZAI since February 2021.

the board

NZAI
1415

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

BE A TR

USTED

BRAND

AND P

AR

TNER.

GRO

W C

OMP

ANY V

ALUE.

N Z A I

1415

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

strateg y

STRATEGiC GOALS

To be New Zealand’s most innovative provider of vehicle solutions,

delivering more affordable cars to Kiwis than any other company.

LEAD THE W

A

Y

.

How we will achieve our goals

IMPACT

An automotive group that leverages its competitive advantages to help

for our shareholders.

DELiVER THE BEST

USED CARS.

OUR PURPOSE

Helping Kiwis Afford

Great Cars

1. LEVERAGE OUR STRENGTHS

Leverage the company’s vertically integrated

supply chain to source higher quality cars at

lower prices than competitors.

Areas of focus and investment:

•Expand our HUB car processing capability to unlock growth.

•Actively increase supply of quality affordable EV and HEVs.

•Use our knowledge and network to help Kiwis understand

EV / HEVs.

•Embrace the entrepreneurial spirit of the founders.



Leverage our scale to drive efficiencies.

Continued synergies from Japanese presence

4.IMPROVE DIGITAL OFFERING

Develop the best and most effective

digital platforms for our customers and

our staff.

Areas of focus and investment:


•Develop a meaningful partnership network who deliver value

for our customers.

•Streamline and automate internal processes, creating capacity.

3.GROW VERTICAL

INTEGRATION

Grow NZMF’s loan book by offering

more automotive retail customers

Areas of focus and investment:

•Increase finance penetration within the group.


•Grow loan book from third party automotive retail dealers.

•Explore opportunities for acquisition growth.

5. BUILD BRAND AND

CUSTOMER EXPERIENCE

Create best-in-class customer

experiences that foster brand loyalty.

Areas of focus and investment:

•Deepen our connection with our 130,000 followers on Social

Media, through thought leadership and education on emerging

trends, challenges and opportunities.

•Invest in the best talent, increasing people capability.

•Uplift NPS.

•Focus on improving and streamlining our processes.

•Invest in our Customer Care team.

2.GROW RETAIL

DISTRIBUTION PLATFORM

Focus and drive dealerships to deliver

value and maximise sales.

Areas of focus and investment:

•Expansion of national dealership footprint.

•Upgrade and modernise physical dealerships.

•Upskill our sales staff and automate our processes

•Increase capacity of existing dealerships.


HOW WE WiLL ACHiEVE OUR GOALS

By strengthening, leveraging, and growing our foundation to bui

o achieve this:

1

2

3

4

5

6

+

+

NZAI
1617

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Focus on Hybrid and electric vehicles

The Three A’s for Helping Kiwis Make the

Switch to Electric Vehicles:

Availability: NZAI’s retail subsidiary, 2 Cheap Cars,

specialises in light vehicle imports (including EV/HEV)

and is well placed to service the growing demand for

this type of vehicle.

Affordability: Our customers are everyday Kiwis who

rely on safe, reliable and affordable transport. Making

sure that electric vehicles are affordable, safe and

reliable will be fundamental to New Zealand making the

switch to lower carbon emission vehicles.

Awareness: In order for Kiwis to feel confident in

making the switch to an electric or hybrid vehicle, it is

important that they understand the benefits and potential

limitations and are provided with the right information to

make an informed decision.

More than half of the vehicles in New Zealand are

predicted to be replaced over the next 10 years. This

is a large number of vehicles that could be replaced

by electric and hybrid electric vehicles. We are well

positioned to meet forecasted demand; this presents a

great opportunity for NZAI.

With a growing percentage of our cars now being

electric and hybrid, NZAI will play a crucial role in

helping Kiwis adapt and secure affordable vehicles that

will meet the future requirements set by the Government.

The Government’s newly announced Clean Car Discount

aims to increase the uptake of low-emission cars by

implementing rebates for electric and low emission

vehicles. It’s good news for Kiwis who are looking to

make the switch.

Minister of Transport Michael Wood said the scheme is

expected to prevent up to 9.2 million tonnes of carbon

dioxide emissions and will help New Zealanders with

the upfront cost of switching over to electric and low

emission cars.

NZAI is in a strong position to support the rebate

scheme for the following reasons:

1. The Government is taking this action in order to

help New Zealand meet its climate goals and achieve

its 2050 carbon neutral target. NZAI is supportive of

this goal and agrees that a transition towards lower

emission vehicles over time will be essential to reduce

New Zealand’s carbon footprint.

2. The Clean Car Discount will help make electric and

low-emission vehicles more affordable and accessible

to the everyday Kiwi. By reducing the cost of low

emission vehicle options, people will have more choice

and improved access to these types of vehicles.

3.The introduction of the rebate scheme will help

increase awareness and improve understanding

of electric and hybrid vehicles, including why it is

important for New Zealanders to transition to low

emission vehicles in order to achieve our climate goals.

We acknowledge that there is still significant work to be

done to ensure we have the appropriate infrastructure in

place around the country to enable Kiwis to confidently

make the shift towards electric vehicles.

The Clean Car Discount

On 13 June 2021, the Government introduced new

measures to help drive down New Zealand’s transport

emissions. The Clean Car Discount aims to increase the

uptake of low-emission cars by implementing rebates for

electric and plug-in hybrid vehicles.


New rebates for electric and plug-in hybrid vehicles will

start on 1 July 2021, with up to $8,625 for new vehicles

and $3,450 for used vehicles. The rebates will expand

from 1 January 2022 to include other low-emission

vehicles.

The scheme will be funded through levies on higher-

emitting vehicles, which will also come into force on

1 January 2022. Buyers of new petrol cars will have to pay

a fee of up to $5,875, while those buying newly imported

used cars face fees of up to $2,875.

In FY21, 2 Cheap Cars sold

1,073

EV and Petrol Hybrids (HEV’s)

21%

of sales were EV/HEV in the last quarter of FY21,

up from 8% at the same time in the previous year

Charging an EV costs the equivalent of around

$0.30/litre

of petrol

EVs emit

80%

less CO2 than an equivalent petrol vehicle

when being driven in New Zealand

New Zealand is lagging behind on the uptake of EVs.

Monthly registrations of EVs are around half the global average

Total number of electric vehicles on the road in NZ is


27,816

1


as at May 2021



NZAI has a long-term strategy when it comes to electric vehicles and it continues

to be an area of focus to grow market share. There are three A’s that will help New

Zealand accelerate the shift towards mass market adoption of electric and low

emission vehicles: they are availability, affordability and awareness.

1. Source:

NZTA Registration Data

NZAI
1819

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Management commentary

Foreword & disclaimer

Please read the following commentary in conjunction

with the consolidated financial statements and the

related notes contained within this report.

Some of the commentary may include information

regarding plans and strategy that may involve risk and

uncertainties. All figures are in New Zealand Dollars

(NZD) except where indicated. References to this

period or FY21 are to the period ended 31 March 2021.

References to the prior period or to FY20 are for the

12-month period ended 31 March 2020. Non-GAAP

measures have been included as management believes

they provide useful information for readers to assist

in understanding NZ Automotive investments (NZAI)

financial performance. Non-GAAP measures should not

be viewed in isolation or considered as substitutes for

measures reported in accordance with New Zealand

equivalents to International Financial Reporting (NZ

IFRS).

About the NZAI Group

NZAI is an integrated automotive group operating

throughout New Zealand via two divisions: Automotive

Retail and Vehicle Finance.

Its Automotive Retail division operates under the “2

Cheap Cars” brand through NZAI’s subsidiary 2 Cheap

Cars Limited. 2 Cheap Cars has sold on average 10,185

cars per annum for the last three years. It encompasses

12 retail dealerships nationwide and an integrated

procurement office based in Japan, where it sources

almost all its cars for resale. The division focuses on

providing quality used cars at affordable prices for the

average New Zealander, through a cost-efficient supply

chain and a “no-frills” retail approach.

The Vehicle Finance division operates under the “NZ

Motor Finance” brand through NZAI’s subsidiary NZ

Motor Finance Limited (“NZMF”). This division was

established in 2019 to diversify earnings and provide a

further growth opportunity for the Company. It originates

loans entirely from cross-selling to Automotive Retail

customers, which allows NZMF to grow its finance book

with minimal acquisition and administrative costs.

Significant changes during the year

In February 2021, NZAI successfully listed on the New

Zealand Stock Exchange (NZX), going public via a

direct listing on the NZX main board. During FY21, NZAI

appointed an experienced Board, including independent

directors, and hired David Page as CEO.

Used car market impact from COVID-19

The 2 Cheap Cars underlying business has held up well

and has proven to be resilient in the face of Covid-19.

The used car import market in New Zealand was down

18.0% in FY21

1

. Despite this, 2 Cheap Cars revenue,

including other income, was down 13.4% including

additional impact of dealership closures during FY20.

2 Cheap Cars profit per car was up 3.4% with improved

margins from increased sales of higher value cars due to

changes in regulations.

Management estimate that in FY21 the 2 Cheap Cars

market share of the used import market

1

was 7.5%.

1 Autofile statistics from April 2020 to March 2021.

Company structure

NZ Automotive Investments Limited

2 Cheap Cars

International Limited

Car Plus KK

(Japan Entity)

2 Cheap Cars

Limited

NZ Motor

Finance Limited

100%

100%

100%100%

ProcurementRetail SalesFinancing

NZ Automotive Investments is a group made up of two main trading subsidiaries, 2 Cheap Cars Limited, a retail

automotive business and NZ Motor Finance Limited, a finance company, both based in New Zealand. The group

also consists of Car Plus KK, a Japanese based subsidiary, used to procure vehicles for 2 Cheap Cars Limited.

NZAI
2021

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

2 Cheap Cars sold 8,207 cars in FY21, 2,812 less than in FY20 where it sold 11,019. Four dealerships were closed in

FY20 due to being less profitable than expected, with one further dealership (in Dunedin) closing in FY21.

NZAI has seen sales of electric and hybrid electric vehicles (EV/HEV) almost double in the last 12 months, with 13.1% of

sales being EV/HEV in FY21, growing to 21% in the last quarter of FY21, up from 8% at the same time in the prior year.

From September 2020 to January 2021, 2 Cheap Cars averaged over 100 EV/HEV sales per month. The company is well

placed to service the growing demand for this type of vehicle.

Motor vehicle sales

20212020Change%Mix%

Petrol Vehicles7,13410,474(31.9%)86.9%

EV/ HEV Vehicles1,07354596.9%13.1%

Total vehicles sold8,20711,019(25.5%)(100.0%)

Operating Revenue

NZAI derives revenue from the two trading divisions. 2 Cheap Cars generates revenues primarily from the sale of

motor vehicles and from agent commission and fees that it receives for the sale of third-party financing and insurance

products.

NZ Motor Finance generates finance income through lending to customers who are financing motor vehicles and from

selling guaranteed asset protection insurance (GAP) and payment protection insurance (PPI) products. Finance income

is either recognised as a fair value gain or loss on the underlying loan book or as finance income received at amortised

cost.

FY21 revenue and income

2

of $66.1m decreased by $10.3 million on FY20, with an estimated $7.4 million due to the

effects of Covid-19 and a further estimated $6.9 million due to the impact from closing five less profitable dealerships,

offset by growth of $3.3 million in the underlying 2 Cheap Cars retail business as well as $0.7 million growth in finance

income from the automotive finance business (NZ Motor Finance).

NZAI could not fully trade for at least 68 days, or 19% of the financial year. As a result, revenue from retail operations

from NZAI’s 2 Cheap Cars subsidiary was down 15.3%.

In the second half of FY21, sales volumes from existing dealerships recovered to FY20 levels. Group second half FY21

revenues of $35.5m versus $37.2m in the second half of FY20 were based on a reduced dealership footprint and were

impacted by the February/March 2021 lockdown in Auckland.

Finance income from the NZMF loan book reached $1.0m in FY21, up 208% on FY20. Growth was driven by the loan

book more than doubling in size.

Other income of $0.8m was made up of the government wage subsidy and rent relief received from landlords in the face

of the pandemic.

2 includes government wage subsidy received of $0.6m

Changes in operating revenue

2021

$000

2020

$000

Change

%

Revenues from retail operations64,36275,990(15.3%)

Finance Income from finance business1,004326208.1%

Other income759581,208%

Total Revenue and income66,12576,374(13.4%)

Hybrid / Electric sales mix grows

EV/HEV sales mix

6%

3%

8%

4%

15%

6%

21%

FY20

FY21

8%

Q1Q2Q3Q4

NZAI
2223

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Earnings before interest, taxation, depreciation and amortisation

2021

$000

2020

$000

Change

%

Earnings before taxation4,691 6,193 (24.3%)

Cost to list company695 - N/A

Underlying earnings before taxation5,386 6,193 (13.0%)

Interest expense413 529 (22.0%)

Underlying earnings before interest and taxation5,799 6,722 (13.7%)

Depreciation & amortisation1,972 2,029 (2.8%)

Underlying earnings before interest, taxation, depreciation and amortisation 7,771 8,751 (11.2%)

Underlying EBITDA margin11.8%11.5%0.3%

The group’s underlying EBITDA

4

including finance income decreased from $8.7 million in FY20 to $7.8 million in FY21.

The effects of Covid-19, as well as additional corporate costs associated with becoming a listed company, contributed

to the $1.0 million reduction. The underlying EBITDA margin improved to 11.8%, up 0.3% on FY20.

4 excludes transaction costs to list the Company on NZX (underlying EBITDA are non-IFRS measures)

NZAI’s automotive finance subsidiary is relatively new and is expected to be a growth area for future financial

performance. NZ Motor Finance (NZMF) grew its loan book approximately 138% in FY21, an increase from $1.6m to

$3.8m as at 31 March 2021.

During FY21 approximately 30% of 2 Cheap Cars customers required vehicle finance at point of sale. By offering its own

car finance to customers buying their vehicles from 2 Cheap Cars, NZMF can originate its loans with minimal acquisition

and administrative costs.

NZMF has seen 0.11% of loans written off in FY21.

Growth in NZ Motor Finance Loan book

2021

$000

2020

$000

Change

%

Loan Book3,8031,601138%

Number of Loans461199132%

Summary of Financial results

2021

$000

2020

$000

Change

%

Revenue and income65,366 76,316 (14.3%)

Sundry income759 58 1208.8%

Total revenue and income66,125 76,374 (13.4%)

Other operating expenses58,354 67,623 (13.7%)

Interest expense413 529 (22.0%)

Depreciation & amortisation1,972 2,029 (2.8%)

Total operating expenses (excluding listing costs)60,739 70,181 (13.5%)

Underlying earnings before taxation5,386 6,193 (13.0%)

Underlying earnings before tax margin8.1%8.1%0.0%

Cost to list company695 - N/A

Earnings before taxation4,691 6,193 (24.3%)

Taxation1,4921,964 (24.0%)

Net profit after tax3,1994,229 (24.4%)

Cost to list company net of tax628 -

Underlying net profit after tax3,826 4,229 (9.5%)

Underlying net profit after tax margin5.8%5.5%0.3%

Revenue and income for FY21 was $66.1m, down (13.4%) on FY20 due to the reasons mentioned above.

Total operating costs, including cost of goods sold, reduced by (13.5%) on the back of reduced revenue, a lower cost

base from reducing the dealership footprint and other cost saving measures which were made by management in

response to the Covid-19 pandemic. As a result, the group maintained an underlying earnings before tax margin of 8.1%.

Net profit after tax (NPAT) for FY21 reduced by ($1.0m) against FY20 to $3.2m. This included $0.6m of costs (net of tax)

to list the company. Underlying NPAT

3

was $3.8m, down only ($0.4m) against the prior year. The underling net profit after

tax margin increased to 5.8%.

The underlying earnings per share was 8.4 cents per share for FY21. The actual earnings per share was 7 cents per share.

3 excludes transaction costs to list the Company on NZX (Underlying NPAT and underlying EBITDA are non-IFRS measures)

NZAI
2425

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

During the year NZAI successfully carried out a capital raise of $3.5m, or $3.3 after transaction costs, and arranged a

bank debt facility of $5.0m to provide funding for loan book growth. NZMF had $6.7m of funding available for new loans

as at 31 March 2021.

The group has a healthy track record of paying dividends over the past four years, including $2.3m for FY21 at 5 cents

per share.

NZMF use of funds

8.3

6.7

0.1

1.5

AvailableFinanced raisedUsed for WCUsed for lending

In FY21 the Group received $64m from the proceeds from sale of vehicles and related income from its 2 Cheap Cars

retail business. Receipts were down (15%) in line with retail sales.

During the year, the NZMF finance business lent $3.6m to customers and received $2.1m in proceeds from loan

receipts. Underlying operating cash inflows of $6.4m were significantly up on the previous year due to holding lower

levels of inventory, demonstrating NZAI has stable cash flows. After paying costs to list the company on the NZX of

$0.7m, the actual operating cash flow was $5.7m.

The group invested $0.2m in property, plant and equipment to maintain the business during the year. NZAI raised a net

$3.3m and also borrowed $0.4m to finance the loan book.

NZAI finished FY21 with $8.3m in the bank and was in a strong cash position to pay the dividend and continue to fund

working capital requirements into the future.

Track record of paying dividends

NZD m

Dividends paid

Underlying NPAT

% Percentage of NPAT

FY21Past 3 Year Average

2.3

2.1

3.8

4.0

60%

53%

Cash flow summary

2021

$000

2020

$000

Change

%

Proceeds from sale of goods64,471 75,884 (15.0%)

Payments to suppliers & employees(55,309) (72,165)23.4%

Proceeds from loan receipts2,123 231819.1%

Advances to loan customers(3,589)(1,764)103.4%

Other operating activities(1,304) (2,241)41.8%

Underlying cash flows from operating activities6,392 (55)11563.3%

Cost to list company (695)- N/A

Cash flows from operating activities5,697 (55)10316.4%

Net purchase & proceeds of property, plant & equipment(157) (617)74.6%

Investing cash flow(157) (617)74.6%

Free cash flow5,540 (672)923.9%

Net capital raised3,312 - N/A

Finance facility advance420 -N/A

Dividends paid(1,078) (985) (9.5%)

Other financing activities(1,690) (1,720)1.7%

Cash flows from financing activities964 (2,705)135.6%

Net cash flow6,504 (3,377)292.5%

Cash & cash equivalents8,267 1,775365.7%

NZAI
2627

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Financial statements

NZ AUTOMOTIVE INVESTMENTS LIMITED

(FORMERLY 2CC HOLDINGS LIMITED)

For the Year Ended 31 March 2021

NZAI
2829

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Page

Independent auditors report

32

Consolidated Financial statements

- Statement of profit or loss

36

- Statement of changes in equity

37

- Statement of financial position

38

- Statement of cash flows

40

Notes to the financial statements

1. Reporting entity

41

2. Basis of preparation

41

3. Significant accounting policies

43

Performance

4. Revenue from contracts with customers

50

5. Sundry income

50

6. Segment reporting

50

7. Determination of fair values

51

8. Finance expenses

53

9. Key operating expenses

53

10. EPS

54

11. Dividend

54

Current Assets

12. Cash and cash equivalents

55

13. Inventories

55

14. Loans receivable

56

15. Trade and other receivables

57

Trade liabilities & tax

16. Trade and other payables

58

17. Leases

58

18. Derivative finacial instruments

59

19. Employee benefit liabilities

59

20. Tax

60

21. Imputation credits

61

Funding and Risk

22. Borrowings

61

23. Share capital

61

24. Related parties

62

25. Financial instruments

63

Non current assets

26 Property plant & equipment

65

Other

27 Cash flow Reconciliation

66

28 Contingent liabilities

66

29 Subsequent events

66

NZAI
3031

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

NZAI

3130

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

NZAI
3233

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Grant Thornton New Zealand Audit

Limited


L4, Grant Thornton House

152 Fanshawe Street

P O Box 1961

Auckland 1140

T +64 9 308 2570

F +64 9 309 4892

www.grantthornton.co.nz

Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd

To the Shareholders of NZ Automotive Investments Limited (formerly 2CC

Holdings Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)

and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial

position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,

and notes to the financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and

cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)

issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

section of our report. We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards) (IESBA Code, and we have fulfilled our other ethical

responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Independent Auditor’s Report

Grant Thornton New Zealand Audit

Limited

L4, Grant Thornton House

152 Fanshawe Street

P O Box 1961

Auckland 1140

T +64 9 308 2570

F +64 9 309 4892

www.grantthornton.co.nz

Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd

To the Shareholders of NZ Automotive Investments Limited (formerly 2CC

Holdings Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)

and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial

position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,

and notes to the financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and

cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)

issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

section of our report. We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards) (IESBA Code, and we have fulfilled our other ethical

responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Independent Auditor’s Report

Grant Thornton New Zealand Audit

Limited

L4, Grant Thornton House

152 Fanshawe Street

P O Box 1961

Auckland 1140

T +64 9 308 2570

F +64 9 309 4892

www.grantthornton.co.nz

Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd

To the Shareholders of NZ Automotive Investments Limited (formerly 2CC

Holdings Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)

and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial

position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,

and notes to the financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and

cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)

issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

section of our report. We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards) (IESBA Code, and we have fulfilled our other ethical

responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Independent Auditor’s Report

2

Why the audit matter is significant How our audit addressed the key audit matter

Revenue recognition – NZ Automotive

Investments Ltd

The Group has recognised revenue of $65m (FY

2020: $ 76m) (Note 4). NZAI Group’s net sales

comprises revenue from the sale of cars,

insurance agent commissions and interest agent

commissions.

Revenue is recognised when the control

associated with a good or service (or in aggregate

thereof) representing a distinct performance

obligation is transferred from the Group to the

customer.

There are a number of factors that could affect

this reported amount, including the risk for

revenue recognition policies being incorrectly

applied or recognised in an incorrect period. This

presents a key audit matter due to the financial

significance and nature of net sales in the financial

statements.

To address the risk associated with revenue recognition,

the following audit procedures were carried out:

•Evaluated the design and operational

effectiveness of management's internal controls

related to revenue recognition.

•Reviewed revenue recognition policies for

appropriateness and compliance with relevant

accounting standards.

•Performed analytical procedures by projecti

ng

the revenue listing by the model of the cars in a

scatter diagram and identifying outliers.

•Sel ected a sample of transactions and inspected

supporting documentation, cash received and

assessed whether all criteria related to revenue

recognition has been met before bei

ng

rec ognised as revenue.

•Performed revenue cut off procedures by

selecting a sample of revenue samples before

and after year end and testing whether cut off on

revenue was accurate.

Other Matter

The consolidated financial statements of the Group previously called 2CC Holdings Limited were unaudited for

the year ended 31 March 2020. However the subsidiary (2 Cheap Cars Limited) which made up the majority of

the Group for the year ended 31 March 2020 was audited by another auditor who expressed an unmodified

opinion on those statements on 7 August 2020.

Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Directors are responsible for the annual information. The other information comprises the annual report.

The annual report is expected to be made available after the date of this auditor’s report. Our opinion on the

consolidated financial statements does not cover the other information and we do not and will not express any

form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information identified above when it becomes available and, in doing so, consider whether the other information is

materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to

report that fact.

Directors’ responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated

financial statements in accordance with NZ IFRS, and for such internal control as the Directors determine is

necessary to enable the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend

to liquidate the Group

or to cease operations, or have no realistic alternative but to do so.

NZAI
3435

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

3

Auditor’s responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit

conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is

located on the External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-standards/auditors-

responsibilities/audit-report-1/

Restriction on use of our report

This report is made solely to the Group’s shareholders, as a body. Our audit work has been undertaken so that

we might state to the Group’s shareholders, as a body those matters which we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Group and the Group’s shareholders, as a body, for our audit work, for

this report or for the opinion we have formed.

Grant Thornton New Zealand Audit Limited

VJ Black

Auckland

27 May 2021

2

Why the audit matter is significant How our audit addressed the key audit matter

Revenue recognition – NZ Automotive

Investments Ltd

The Group has recognised revenue of $65m (FY

2020: $ 76m) (Note 4). NZAI Group’s net sales

comprises revenue from the sale of cars,

insurance agent commissions and interest agent

commissions.

Revenue is recognised when the control

associated with a good or service (or in aggregate

thereof) representing a distinct performance

obligation is transferred from the Group to the

customer.

There are a number of factors that could affect

this reported amount, including the risk for

revenue recognition policies being incorrectly

applied or recognised in an incorrect period. This

presents a key audit matter due to the financial

significance and nature of net sales in the financial

statements.

To address the risk associated with revenue recognition,

the following audit procedures were carried out:

•Evaluated the design and operational

effectiveness of management's internal controls

related to revenue recognition.

•Reviewed revenue recognition policies for

appropriateness and compliance with relevant

accounting standards.

•Performed analytical procedures by projecti

ng

the revenue listing by the model of the cars in a

scatter diagram and identifying outliers.

•Sel ected a sample of transactions and inspected

supporting documentation, cash received and

assessed whether all criteria related to revenue

recognition has been met before bei

ng

rec ognised as revenue.

•Performed revenue cut off procedures by

selecting a sample of revenue samples before

and after year end and testing whether cut off on

revenue was accurate.

Other Matter

The consolidated financial statements of the Group previously called 2CC Holdings Limited were unaudited for

the year ended 31 March 2020. However the subsidiary (2 Cheap Cars Limited) which made up the majority of

the Group for the year ended 31 March 2020 was audited by another auditor who expressed an unmodified

opinion on those statements on 7 August 2020.

Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Directors are responsible for the annual information. The other information comprises the annual report.

The annual report is expected to be made available after the date of this auditor’s report. Our opinion on the

consolidated financial statements does not cover the other information and we do not and will not express any

form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information identified above when it becomes available and, in doing so, consider whether the other information is

materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to

report that fact.

Directors’ responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated

financial statements in accordance with NZ IFRS, and for such internal control as the Directors determine is

necessary to enable the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend

to liquidate the Group

or to cease operations, or have no realistic alternative but to do so.

Grant Thornton New Zealand Audit

Limited

L4, Grant Thornton House

152 Fanshawe Street

P O Box 1961

Auckland 1140

T +64 9 308 2570

F +64 9 309 4892

www.grantthornton.co.nz

Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd

To the Shareholders of NZ Automotive Investments Limited (formerly 2CC

Holdings Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)

and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial

position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,

and notes to the financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and

cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)

issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

section of our report. We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards) (IESBA Code, and we have fulfilled our other ethical

responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Independent Auditor’s Report

27 May 2021

NZAI
3637

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Year Ended 31 March 2021

Consolidated Statement of Changes in Equity

For the Year Ended 31 March 2021

NoteMAR 2021

$’000

MAR 2020

$’000

Revenue

Revenue and income465,36676,316

Sundry income575958

Expenses

Cost of sales(51,688)(59,412)

Administration expenses(2,032)(2,527)

Advertising expenses(1,201)(1,710)

Depreciation expenses(1,972)(2,029)

Employee benefits (short term)(2,806)(3,039)

Finance expenses8(413)(529)

Listing cost(695)-

Property and related expenses(627)(935)

Profit before income tax4,6916,193

Income tax expense20(1,492)(1,964)

Profit for the period3,1994,229

Other Comprehensive Income

Items that may be reclassified subsequently to profit or loss

Translation of foreign operations

8684

Total other comprehensive income

8684

Total comprehensive income for the period3,2854,313

Profit for the year attributable to:

Owners of the Company3,1994,204

Non-controlling interest - 25

3,1994,229

Total comprehensive income attributable to:

Owners of the Company3,2854,288

Non-controlling interest - 25

3,2854,313

Earnings per share

$$

Basic earnings per share100.070.28

Diluted earnings per share100.120.28

Share

Capital

Retained

Earnings

Foreign

Currency

Translation

Reserve

Amalgamation

Reserve

Total

attributable to

equity holders

of parent

Non-

Controlling

Interests

Total Equity/

(Accumulated

Losses)

Note $’000$'000$'000$'000$'000$'000$'000

Balance at 1 April 2019

23 15,4426,8157(35,442)(13,178)70(13,108)

Profit for the period-4,204--4,204254,229

Translation of foreign

operations

- - 84 - 84 - 84

Total comprehensive

income for the period

-4,20484-4,288254,313

Transactions with owners

of the Group in their

capacity as owners

Dividends paid-(958)- - (958)(28)(986)

Total transactions with

owners of the Group

-(958)--(958)(28)(986)

Balance at 31 March 2020 15,44210,06191(35,442)(9,848)67 (9,781)

Balance at 1 April 2020

2315,44210,06191(35,442)(9,848)67(9,781)

Profit for the period-3,199--3,199-3,199

Translation of foreign

operations

--(86)-(86)-(86)

Total comprehensive

income for the period

-3,199(86)-3,113-3,113

Transactions with owners

of the Group in their

capacity as owners

Movement in NCI-24--24(67)(43)

Movement in share capital23,902---23,902-23,902

Movement in Amalgamation---(514)(514)-(514)

Dividends paid - (1,064) - -(1,064) -(1,064)

Total transactions with

owners of the Group

23,902(1,040)-(514)22,348(67)22,281

Balance at 31 March 2021 39,34412,220 5 (35,956)15,613- 15,613

The accompanying notes form part of these consolidated financial statementsThe accompanying notes form part of these consolidated financial statements

NZAI
3839

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Consolidated Statement of Financial Position

As at 31 March 2021

NoteMAR 2021

$’000

MAR 2020

$’000

Equity

Share capital2339,34415,442

Amalgamation reserve3(l)(35,956)(35,442)

Foreign currency translation reserve591

Retained earnings12,22010,061

Equity attributable to owners of the parent15,613(9,848)

Non-controlling interest - 67

Total equity15,613(9,781)

Current liabilities

Trade and other payables162,0951,763

Employee benefit liabilities19871699

Borrowings228,4208,000

Other current liabilities3519

Income tax payable724817

Derivative financial liabilities1843-

Related party payable242020,017

Lease liability171,6001,575

Total current liabilities13,80832,890

Non-current liabilities

Lease liability175,0036,308

Total non-current liabilities5,0036,308

Total liabilities18,81139,198

Total equity and liabilities34,42429,417

Consolidated Statement of Financial Position (continued)

As at 31 March 2021

NoteMAR 2021

$’000

MAR 2020

$’000

Current assets

Cash and cash equivalents128,2671,775

Trade and other receivables152,5591,001

Derivative financial assets18-294

Loans receivable141,591676

Inventories1311,89215,246

Total current assets24,30918,992

Non-current assets

Plant, property and equipment261,1761,418

Intangible assets42

Loans receivable142,212926

Deferred tax asset20477428

Right-of-use assets176,2467,651

Total non-current assets10,11510,425

Total assets34,42429,417

Approved for and on behalf of the Board of Directors.

DirectorDate 27 May 2021

DirectorDate 27 May 2021

The accompanying notes form part of these consolidated financial statementsThe accompanying notes form part of these consolidated financial statements

NZAI
4041

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Consolidated Statement of Cash Flows

For the Year Ended 31 March 2021

The accompanying notes form part of these consolidated financial statements

NoteMAR 2021

$’000

MAR 2020

$’000

Cash Flows from Operating Activities

Proceeds from sale of goods64,47175,884

Cash payments to suppliers and employees(55,309)(72,165)

Government grants received600-

Proceeds from loans receivable2,123231

Loans receivable advanced(3,589)(1,764)

Interest received14159

Interest paid - retail operations(247)(289)

Income tax paid(1,671)(2,111)

Cost to list company(695)-

Net Cash Inflow from Operating Activities5,697(55)

Cash Flows from Investing Activities

Purchase of property, plant and equipment(176)(1,352)

Proceeds from sale of property, plant and equipment19735

Net Cash Outflow from Investing Activities(157)(617)

Cash Flows from Financing Activities

Dividends paid11(1,078)(985)

Principal elements of lease liability payments17(1,529)(1,480)

Interest paid - finance operations(165)(257)

Repayments from related parties417

Finance facility advance420-

Proceeds from capital raised233,555-

Cost of capital raised23(243) -

Net Cash Outflow from Financing Activities964(2,705)

Net Increase in cash and cash equivalents6,504(3,377)

Cash and Cash Equivalents at Beginning of Period1,7755,024

Effect of exchange rate fluctuations(12)128

Cash and Cash Equivalents at End of Period

12

8,2671,775

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021

1. Reporting entity

NZ Automotive Investments Limited (formerly 2CC

Holdings Limited) (the Company) is a company domiciled in

New Zealand.

The Company is incorporated in New Zealand, registered

under the Companies Act 1993 and is publicly traded on the

New Zealand Stock Exchange.

These consolidated financial statements comply with the

requirements of the Companies Act 1993 and the Financial

Markets Conduct Act 2013.

These consolidated financial statements as at 31 March

2021 comprise the Company and its subsidiaries: 2 Cheap

Cars Limited, NZ Motor Finance Limited, 2CC International

Limited, 2 Cheap Rental Cars Limited, 2CC (Canada) Inc.

and Car Plus K.K. (collectively, the Group).

2CC (Canada) Inc. has ceased trading and was liquidated

by 31 March 2021. 2 Cheap Rental Cars Limited has ceased

trading and as at 31 March 2021 only holds a lease on a

property which is utilised by the Group.

The Group is primarily involved in used car retail and motor

vehicle finance.

The consolidated financial statements were authorised for

issue by the Board of Directors on 27 May 2021.

2. Basis of preparation

(a) Statement of compliance

The consolidated financial statements have been prepared

in accordance with Generally Accepted Accounting

Practice in New Zealand (GAAP) and the requirements of

the Financial Markets Conduct Act 2013. They comply

with New Zealand equivalents to International Financial

Reporting Standards (“NZ IFRS”) and other applicable

Financial Reporting Standards, as appropriate for Tier 1

for-profit entities. The consolidated financial statements

also comply with International Financial Reporting

Standards (“IFRS”).

(b) Basis of measurement

The consolidated financial statements have been prepared

on the historical cost basis except that certain assets and

liabilities are measured at fair value where stated under

their specific accounting policies.

• Derivative financial instruments (Note 18)

• Loans receivable (Note 14)

(c) Functional and presentation currency

These consolidated financial statements for the Group

are presented in New Zealand dollars ($), which is the

Company’s functional and the Group’s presentation

currency. All financial information presented has been

rounded to the nearest thousand dollars

(d) Going Concern and COVID-19

As a result of the COVID-19 pandemic, there was a

substantial reduction in economic activity throughout the

world as governments have introduced measures in a bid

to slow transmission of the virus.

The impact of COVID-19 and outlook like other retail

businesses, the Group and the general automotive sector

were significantly impacted by the shutdowns relating to

COVID-19 which occurred from 23 March 2020 to 13 May

2020 and 12 August 2020 to 23 September 2020. The first

lockdown applied to all sites of the Group and affected

the business significantly, with cars sold in April 2020

being down 99% (compared to April 2019). The second

lockdown primarily only affected Auckland sites but still

had a significant impact on the business. Car sales in

August 2020 were down 43% compared to August 2019.

After each lockdown, trading recovered strongly back

to normal levels, reflecting the nature of the Group’s car

sales as necessary purchases for its customers. During the

period the Group received government grants in the form

of COVID-19 related wage subsidies from the New Zealand

Government.

The ongoing pandemic has increased the estimation

uncertainty in the preparation of these consolidated

financial statements. The Group has developed

accounting estimates based on forecasts of economic

conditions which reflect expectations and assumptions as

at March 2021 about future events that

are reasonable in the circumstances. There is a significant

degree of judgement involved with these assumptions. The

accounting estimates impacts by

the pandemic are detailed under Note 14 Loans

Receivable.

Based on the impact of COVID-19, automotive retail profit

before tax for FY21 is lower than FY20. However, the

Group also expects that sales numbers in FY22 will return

to FY20 levels, barring any further disruptions related

to COVID-19. In the longer term, the Company believes

that health concerns relating to COVID-19 may support

greater demand for private vehicles, as opposed to public

transport or other shared transport options. Also, given the

nature of the Group’s cars as necessities for its customers,

the Company believes it will be well positioned to weather

any extended economic downturn.

As a result of the COVID-19 pandemic, there has been a

substantial reduction in economic activity throughout the

world, as governments have introduced measures (such

as the closure of all non-essential businesses and the

cancellation of all public events) in a bid to halt, or at least

slow, transmission of the virus.

NZAI
4243

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

2. Basis of preparation (continued)

At the time of signing the financial statements, there is

uncertainty about how much further economic activity will fall

and how long the period of reduced economic activity will

last.

The Directors have assessed the likely impact of COVID-19

on the Group and have concluded that, for the 12 months

from the date of signing the financial statements, COVID-19

will not impact the ability of the Group to continue operating,

because:

• Profit before tax for the period ended 31 March 2021

was $4,691k (March 2020: $6,193k);

• Operating cashflows for the period ended 31 March

2021 were a net inflow of $5,697k (March 2020: a net

outflow of $55k) (Note 27).

Based on these factors, the Directors consider that the

Group is a going concern and the financial statements have

been prepared on that basis.

(e) Critical accounting estimates and judgements

The preparation of the consolidated financial statements,

requires management to make judgements, estimates

and assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from these

estimates.

Estimates and underlying assumptions are reviewed on

an on-going basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised

and in any future periods affected.

In particular, information about the sources of estimation

uncertainty that have the most significant effect on the

amounts recognised in the consolidated financial statements

are described below.

• Measurement of loss allowance on the loans

receivable (Note 3(i))

• Measurement of the inventory provision (Note 3(h))

• Measurement of contract liability on commission

income (Note 3(c))

• Measurement of useful life on property, plant and

equipment (Note 3(g))

• Measurement of lease term - lease liability and right of

use assets (Note 3(m))

Fair value measurement

A number of assets and liabilities included in the Group’s

financial statements require measurement at, and/or

disclosure of, fair value.

The fair value measurement of the Group’s financial

and non-financial assets and liabilities utilises market

observable inputs and data as far as possible. Inputs used

in determining fair value measurements are categorised

into different levels based on how observable the inputs

used in the valuation technique utilised are (the ‘fair value

hierarchy’):

- Level 1: Quoted prices in active markets for

identical items (unadjusted)

- Level 2: Observable direct or indirect inputs other

than Level 1 inputs

- Level 3: Unobservable inputs (i.e. not derived

from market data)

The classification of an item into the above levels is based

on the lowest level of the inputs used that has a significant

effect on the fair value measurement of the item. Transfers

of items between levels are recognised in the period they

occur.

The Group measures the following item at fair value.

- Financial instruments (notes 3(i))

(f) Changes in accounting policies

New standards, interpretations and amendments adopted

during the period

New standards impacting the Group that have been

adopted in the consolidated financial statements for the

year ended 31 March 2021, and which have given rise

to the changes in the Group’s accounting policies are as

follows:

NZ IFRS 8 Segment Reporting, and NZ IAS 33 Earnings

per share

The Group has applied NZ IFRS 8 and NZ IAS 33 to these

financial statements.

Amendments to NZ IFRS 16: COVID-19-Related Rent

Concessions

The amendment becomes effective for annual reporting

periods commencing on or after 1 June 2020.

The Group has elected to early adopt the amendment in

the period.

Following the amendment, the Group is not required to

account for the rent concessions as lease modifications,

subject to meeting certain criteria.

Accordingly, COVID-19-related rent concessions received

by the Group as lessee are recognised in profit or loss as a

variable lease payments.

3. Significant accounting policies

The Group has applied the same accounting policies and

methods of computation in these financial statements as

its previous annual financial statements, except for those

detailed in note 2(e) above.

Details of the Group’s significant accounting policies are

provided below.

In preparing the consolidated financial statements, all

intercompany balances, transactions, unrealised gains

and losses resulting from intra-group transactions and

dividends have been eliminated in full.

(a) Basis of consolidation

Subsidiaries are entities controlled by the Group. The

Group controls an entity when it is exposed to, or has rights

to, variable returns from its involvement with the entity and

NameCountry of incorporation

and principal place of

business

Proportion of

ownership interest

Non-Controlling interests

Ownership/voting interest

Mar 2021Mar 2020Mar 2021Mar 2020

2 Cheap Cars LimitedNew Zealand100%99%0%1%

NZ Motor Finance LimitedNew Zealand100%89%0%11%

2CC International LimitedNew Zealand100%100%0%0%

2 Cheap Rental Cars LimitedNew Zealand100%100%0%0%

2 Cheap Cars (Canada) Inc.Canada0%100%0%0%

Car Plus K.KJapan100%100%0%0%

2CC (Canada) Inc. has ceased trading and was liquidated by 31 March 2021. 2 Cheap Reantal Cars Limited has ceased trading

and as at 31 March 2021 only holds a lease on a property which is utilised by the Group.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the

functional currency at exchange rates at the dates of the

transactions. Foreign currency differences arising from

settlement at a different exchange rate are recognised

in profit or loss.

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

has the ability to affect those returns through its power

over the entity. The financial statements of subsidiaries are

included in the consolidated financial statements from the

date that control commences.

The consolidated financial statements present the results

of the Company and its subsidiaries (“the Group”) as if

they formed a single entity. Intra-group transactions and

balances are therefore eliminated in full.

Subsidiaries are fully consolidated from the date on

which control is transferred to the Group. They are

deconsolidated from the date that control ceases.

Subsidiaries

The subsidiaries of NZ Automotive Investments Limited

(formerly 2CC Holdings Limited), all of which have been

included in these consolidated financial statements, are as

follows:

(ii) Foreign currency monetary assets and liabilities

At balance date, foreign monetary assets and liabilities

are translated to the functional currency at the closing

rate and exchange variations are recognised in profit

or loss.

NZAI
4445

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

(iii) Foreign currency non-monetary assets and liabilities

Foreign non-monetary assets and liabilities that are

measured at fair value are translated to the functional

currency at exchange rates at the date the fair value was

determined. Any foreign currency arising difference due to

translating to functional currency are recognised in profit

or loss.

Foreign non-monetary assets and liabilities that are

measured based on historical costs are translated using

the exchange rate at the date of the transactions. Any

foreign currency difference arising due to translating to

functional currency are recognised in profit or loss.

(c) Revenue

The specific revenue recognition policies associated with the

Group’s distinct performance obligations (as presented in

Note 4) are detailed below.

(i) Vehicles sold

Revenue is recognised at a point-in-time, with the transfer

of control determined as the point purchaser takes final

physical possession of the vehicle.

(ii) Insurance policies

Commission revenue is recognised on an agent basis at

a point-in-time , with the transfer of control determined

as the point the end customer enters into a signed life

insurance policy with the insurance provider (principal). As

the uncertainty associated with any commission clawbacks

is resolved, previously deferred revenue recognised as

contract liabilities is released and recognised as revenue.

(iii) Sale of scrap parts

Revenue is recognised at a point-in-time, with the transfer

of control determined as the point purchaser takes final

physical possession of the scrap parts.

(iv) Commissions received (booking fee, sales, finance)

Revenue is recognised on an agent basis at a point-in-

time , with the transfer of control determined as the point

the end customer enters into a signed finance agreement

with the finance provider (principal). As the uncertainty

associated with any commission clawbacks is resolved,

previously deferred revenue recognised as contract

liabilities is released and recognised as revenue.

(v) Interest revenue calculated using the effective interest

method

Interest revenue comprises interest on loans receivable

and cash and cash equivalents. Interest revenue is

recognised based on the effective interest method.

Performance obligations and timing of revenue recognition

Revenue is measured based on the consideration to which the

Group expects to be entitled to, excluding amounts collected

3. Significant accounting policies (continued)3. Significant accounting policies (continued)

on behalf of third parties and net of rebates, discounts

and payments to customers that are not in consideration

for separate goods or services provided. This represents

the fair value of total consideration payable, including both

cash and in the case of vehicles sold, any vehicle trade-

ins.

Where the ultimate transaction price receivable is subject

to variability (such as in the case of vehicle returns or

clawbacks on commissions) revenue is recognised only

to the extent that it is highly probable that the revenue

recognised would not be subsequently reversed.

Revenue is recognised when the control associated with

a good or service (or in aggregate thereof) representing

a distinct performance obligation is transferred from the

Group to the customer.

Where a single contract contains two or more distinct

performance obligations, the total transaction price of the

contract is allocated between the separate performance

obligations based on their stand-alone-sales-prices, and

represents the revenue to be recognised with respect to

that separate performance obligation.

Revenue is recognised on an over-time basis subject to

meeting specific criteria, otherwise, revenue is recognised

at a point-in-time , being the point that the customer

obtains control of the good or service subject to various

indicators.

Payment received from customers before revenue is

recognised and presented as a “Contract liability” in the

statement of financial position.

Receivables resulting from revenue being recognised

before the Company is able to contractually invoice for the

goods or services provided is recognised and presented

as a “Contract asset” in the statement of financial position.

The Group recognises revenue on a net basis as an

“Agent” (rather than on a gross basis as “Principal”) when

(i) it is not the party primarily responsible for fulfilling to

provide goods or services to the end customer, (ii) when

it does not assume the (inventory) risk of the goods or

services, and/or (iii) it does not have discretion in setting

the price payable by the end customer.

(d) Insurance contracts

NZ IFRS 17 becomes effective for annual reporting periods

commencing on or after 1 January 2023.

NZ IFRS 17 provides a scope exception for certain

contracts that provide waivers (forgiveness) of loan

balances upon the occurrence of specified events. Rather

than accounting for these waivers as insurance contracts,

the scope exemptions permits the Group to elect to

account for such loans entirely as financial instruments.

The Group has elected to apply this scope exemption.

Further details of the accounting policy relating to Loans

receivable to which the scope exemption directly effects

can be found in Note 7.

- Use of interest-bearing borrowings (interest rate risk);

and:

- Purchases in foreign currencies (foreign currency risk).

(e) Tax

Tax expense comprises current and deferred tax. Current

tax and deferred tax are recognised in profit or loss, except

to the extent that they relate to items recognised directly in

equity or in other comprehensive income. In such cases,

the tax is also recognised directly in equity or in other

comprehensive income, respectively.

Current tax is the expected tax payable or receivable on

the taxable income or loss for the year, using tax rates

enacted or substantively enacted at the reporting date, and

any adjustment to tax payable in respect of previous years.

Current tax also includes any tax liability arising from the

declaration of dividends.

Deferred tax is recognised in respect of temporary

differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts

used for taxation purposes. Deferred tax is not recognised

for:

(i) temporary differences on the initial recognition of

assets or liabilities in a transaction that is

not a business combination and that

affects neither accounting nor

taxable profit or loss,

(ii) temporary differences arising on the initial recognition

of goodwill; and

(iii) temporary differences related to investments in

subsidiaries and jointly controlled entities to the

extent that the timing of the reversal of the temporary

differences is controlled by the Group and it

is probable that they will not reverse in the

foreseeable future.

Deferred tax is measured at the tax rates that are expected

to be applied to temporary differences when they reverse,

using tax rates enacted or substantively enacted at the

reporting date.

In determining the amount of current and deferred tax

the Group takes into account the impact of uncertain

tax positions and whether additional taxes and interest

may be due. The Group believes that its accruals for tax

liabilities are adequate for all open tax years based on its

assessment of many factors, including interpretations of tax

law and prior experience.

This assessment relies on estimates and assumptions and

may involve a series of judgements about future events.

New information may become available that causes the

Group to change its judgement regarding the adequacy

of existing tax liabilities; such changes to tax liabilities will

impact tax expense in the period that such a determination

is made.

Deferred tax assets and liabilities are offset if there is a

legally enforceable right to offset current tax liabilities and

assets, and they relate to income taxes levied by the same

tax authority on the same taxable entity, or on different tax

entities, but they intend to settle current tax liabilities and

assets on a net basis or their tax assets and liabilities will be

realised simultaneously.

A deferred tax asset is recognised for unused tax losses,

tax credits and deductible temporary differences, to the

extent that it is probable that future taxable profits will be

available against which they can be utilised. Deferred tax

assets are reviewed at each reporting date and are reduced

to the extent that it is no longer probable that the related tax

benefit will be realised.

(f) Employee benefits

(i) Short-term employee benefits

Liabilities for wages and salaries, including non-

monetary benefits and accumulating annual leave that

are expected to be settled wholly within 12 months after

the end of the period in which the employees render the

related service 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.

These include salaries and wages accrued up to the

reporting date and annual leave earned, but not yet taken

at the reporting date. The Group recognises a liability

and an expense for bonuses where they are contractually

obliged or where there is a past practice that has created a

constructive obligation.

(ii) Defined contribution plans (Kiwisaver etc.)

Contributions to defined contribution plans are

recognised in the consolidated statement of profit or

loss and other comprehensive income in the year to

which they relate.

(g) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at

cost less accumulated depreciation and accumulated

impairment losses.

Cost includes expenditure that is directly attributable to the

acquisition of the asset.

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

NZAI
4647

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

3. Significant accounting policies (continued)3. Significant accounting policies (continued)

Leasehold improvements4.0% - 30.0% DV

Furniture and fittings8.0% - 67.0% DV

Motor vehicles10.0% - 40.0% DV

Computer equipment20.0% - 67.0% DV

Workshop equipment10.0% - 67.0% DV

Depreciation methods, useful lives and residual

values are reviewed at reporting date and adjusted if

appropriate.

(h) Inventories

Inventories are measured at the lower of cost and net

realisable value with due allowance for any damaged and

obsolete stock items. The cost of inventories is based

on the first-in first-out principle and includes expenditure

incurred in acquiring the inventories and other costs

incurred in bringing them to their existing location and

condition.

Vehicles acquired via trade-in from car sales with

customers are initially measured at their trade-in date fair

value.

When parts of an item of property, plant and equipment

have different useful lives, they are accounted for as

separate items (major components) of property, plant and

equipment.

Any gain or loss on disposal of an item of property, plant

and equipment (calculated as the difference between the

net proceeds from disposal and the carrying amount of the

item) is recognised in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it is

probable that the future economic benefits associated

with the expenditure will flow to the Group. Ongoing

repairs and maintenance is expensed as incurred.

(iii) Depreciation

For plant and equipment, depreciation is based on

the cost of an asset less its residual value. Significant

components of individual assets that have a useful life

that is different from the remainder of those assets are

depreciated separately.

Depreciation is recognised in profit or loss on a

diminishing value basis over the estimated useful lives

of each component of an item of property, plant and

equipment.

The useful lives and depreciation method used for

significant items of property, plant and equipment are

as follows:

(i) Financial instruments

The Group recognises financial instruments when it becomes

a party to the contractual provisions of the instrument.

Financial instruments are initially measured at fair value. For

those financial instruments that are classified as amortised

cost this includes directly attributable transaction costs. For

those financial instruments classified as at fair value through

profit or loss, any directly attributable transaction costs are

expensed in profit or loss as incurred. Financial liabilities are

measured net of transaction costs.

(i) Financial assets – classification and subsequent

measurement

Financial assets are classified based on whether

their repayments represent solely payments

of principal and interest (SPPI), and whether the

instrument is held to collect those repayments, and/

or to be sold.

At Amortised cost

These financial assets represent those held to collect

SPPI, and include: Trade and other receivables; Loans

receivable (those that do not include waiver clauses);

Cash and cash equivalents (including cash in hand,

deposits held at call with banks).

These financial assets are subsequently measured at

amortised cost using the effective interest rate method,

less impairment (as detailed below).

Impairment allowances for Trade receivables

Are recognised based on the simplified approach within

NZ IFRS 9 using a provision matrix in the determination

of the lifetime expected credit losses. On confirmation

that the trade receivable will not be collectible, the gross

carrying value of the asset is written off against the

associated impairment allowance.

Impairment allowances for Loans receivable

Are recognised based on a forward-looking

expected credit loss (“ECL”) model. The

methodology used to determine the amount of the

allowance is based on whether there has been a

significant increase in credit risk since

initial recognition of the financial asset.

For those where the credit risk has not increased

significantly since initial recognition of the financial asset,

twelve month expected credit losses along with gross

interest income are recognised (“Stage 1”).

For those for which credit risk has increased significantly,

lifetime expected credit losses along with the gross

interest income are recognised (“Stage 2”). The Group

assumes that the credit risk on a financial asset has

increased significantly if it is more than 30 days past due.

For those that are determined to be credit impaired

(in default), lifetime expected credit losses along with

interest income on a net basis are recognised (“Stage

3”). The Group considers a financial asset to be in default

when the financial asset is more than 90 days past due,

as well as observable evidence with respect to:

- significant financial difficulty of the borrower;

- a breach of contract, such as a default or being

more than 90 days past due;

- granting to the borrower a concession for

economic or contractual reasons relating to the

borrower’s financial difficulty;

that the Group would not consider otherwise; or

- it is probable that the borrower will enter

bankruptcy or other financial reorganisation.

When determining whether there has been a significant

increase in credit risk since initial recognition of the

financial asset, and when estimating ECLs, the Group

considers reasonable and supportable information that is

relevant and available without undue cost or effort.

This includes both qualitative and quantitative information

and analysis, based on the Group’s historical experience

and informed credit assessment and includes forward

looking information.

The gross carrying amount of Loans receivable is written

off when the Group has no reasonable expectation of

recovering the balance in its entirety or a portion thereof.

Impairment allowances for Cash and cash equivalents

Balances held with “investment grade” counterparties

a significant increase in credit risk is deemed not be

present.

At Fair value through profit or loss (non-derivatives)

These financial assets represent Loans receivable (that

include waiver clauses). In applying the scope exemption

in NZ IFRS 17 Insurance Contracts to these contracts,

such that they are accounted for as financial assets in

their entirety, the presence of the waiver clauses results

in repayments not representing SPPI. Loans receivable

includes loans on which customers voluntarily elect to

opt for additional Asset Waiver and/or Income Waiver

products which are offered by the Group.

Accordingly, these balances are classified and measured

subsequently as at fair value through profit or loss.

Repayments of these loans are recognised as reductions

in the carrying amount, with fair value gains or losses at

each reporting date recognised in profit or loss.

At Fair value through profit or loss (derivatives)

Derivatives financial assets represent “in the money”

derivative contracts that are classified and measured

subsequently as at fair value through profit or loss,

with fair value gains or losses at each reporting date

recognised in profit or loss.

(ii) Financial liabilities - classification and subsequent

measurement

Financial liabilities are classified as at fair value through

profit or loss if it is held-for-trading, it is a derivative or

it is designated as such on initial recognition, otherwise

the it is classified as At Amortised cost.

At Amortised cost

They include: Trade and other payables; Borrowings;

Lease liabilities.

These financial liabilities are subsequently measured at

amortised cost using the effective interest rate method.

At Fair value through profit or loss (derivatives)

Derivatives financial liabilities represent “out of the

money” derivative contracts that are classified and

measured subsequently as At Fair value through profit

or loss, with fair value gains or losses at each reporting

date recognised in profit or loss.

(iii) Derecognition of financial assets and financial

liabilities

Financial assets

The Group derecognises a financial asset when the

contractual rights to the cash flows from the financial

asset expire, or it transfers the rights to receive the

contractual cash flows in a transaction in which

substantially all of the risks and rewards of ownership of

the financial asset are transferred or in which the Group

neither transfers nor retains substantially all of the risks

and rewards of ownership and it does not retain control

of the financial asset.

Financial liabilities

The Group derecognises a financial liability when its

contractual obligations are discharged or cancelled, or

expire.

The Group also derecognises a financial liability

when its terms are modified and the cash flows of the

modified liability are substantially different, in which

case a new financial liability based on the modified

terms is recognised at fair value.

On derecognition of a financial liability, the difference

between the carrying amount extinguished and the

NZAI
4849

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

3. Significant accounting policies (continued)3. Significant accounting policies (continued)

consideration paid (including any non-cash assets

transferred or liabilities assumed) is recognised in profit

or loss.

(iv) Impairment of non-financial assets

The carrying amounts of the Group’s non-financial

assets, other than deferred tax assets and inventories,

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.

An impairment loss is recognised whenever the carrying

amount of an asset exceeds its recoverable amount.

Impairment losses directly reduce the carrying amount

of assets and are recognised in profit or loss.

The estimated recoverable amount of non-financial

assets is the greater of their fair value less costs to

sell and value in use. Value in use is determined by

estimating future cash flows from the use and ultimate

disposal of the asset and discounting these to their

present value using a pre-tax discount rate that reflects

current market rates and the risks specific to the asset.

For an asset that does not generate largely independent

cash inflows, the recoverable amount is determined for

the cash-generating unit to which the asset belongs.

A cash-generating unit is the smallest group of assets

that generates cash inflows from continuing use that

are largely independent of the cash inflows of the other

assets or groups of assets.

Impairment losses are reversed when there is a change

in the estimate used to determine the recoverable

amount and there is an indication that the impairment

loss has decreased or no longer exists. 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. All impairment losses are reversed through

profit or loss.

(j) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental

costs directly attributable to the issue of ordinary shares

are recognised as a deduction from equity, net of any tax

effects.

(k) Goods and services tax

With the exception of trade payables and receivables, all

items are stated exclusive of Goods and Services Tax.

(l) Reserves

Amalgamation reserve

The amalgamation reserve represents the difference between

the fair value of consideration paid and the carrying amount

of net assets in a business combination where the acquirer

and acquiree are controlled by the same (ultimate) party

(business combination under common control).

(m) Leases

All leases in which the Group is a lessee are accounted for by

recognising a Right-of-use asset and a Lease liability except

for:

• Leases of low value assets; and

• Leases with a duration of 12 months or less.

Payments associated with all leases of low-value assets and

short-term leases of equipment and vehicles are recognised

on a straight-line basis as an expense in profit or loss.

(i) Initial measurement

Lease liabilities are measured at the present value of the

contractual payments due to the lessor over the lease

term, with the discount rate determined by reference to

the rate inherent in the lease unless (as is typically the

case) this is not readily determinable, in which case the

Group’s incremental borrowing rate on commencement

of the lease is used. Variable lease payments are only

included in the measurement of the lease liability if they

depend on an index or rate, however in such cases

the initial present value determination assumes that the

variable element will remain unchanged throughout the

lease term.

Other variable lease payments are expensed in the

period to which they relate.

On initial recognition, the carrying value of the Lease

liability also includes:

• amounts expected to be payable under any

residual value guarantee;

• the exercise price of any purchase option granted

in favour of the Group if it is reasonable certain to

assess that option;

• any penalties payable for terminating the lease,

if the term of the lease has been estimated on the

basis of termination option being exercised.

Right-of-use assets are initially measured at the amount

of the Lease liability, reduced for any lease incentives

received, and increased for:

• Lease payments made at or before

commencement of the lease;

• Initial direct costs incurred; and

• The amount of any provision recognised where

the Group is contractually required to dismantle,

remove or restore the leased asset (typically

make-good provisions on buildings).

(ii) Subsequent measurement

Subsequent to initial measurement Lease liabilities

increase as a result of interest charged at a constant

rate on the balance outstanding and are reduced for

lease payments made.

Right-of-use assets are amortised on a straight-line

basis over the remaining term of the lease or over the

remaining economic life of the asset if, rarely, this is

judged to be shorter than the lease term. Right-of-use

assets are also subject to impairment assessment at

reporting date.

(iii) Remeasurement

When the Group revises its determination of the use

(or non-use) of renewal and/or termination options,

the carrying amount of the lease liability is adjusted to

reflect the payments to make over the revised term,

which are discounted at the revised discount rate.

The carrying value of lease liabilities is similarly revised

when the variable element of future lease payments

dependent on a rate or index is revised, however this is

discounted at the original discount rate.

In both cases an equivalent adjustment is made to the

carrying value of the right-of-use asset, with the revised

carrying amount being amortised over the remaining

(revised) lease term.

For changes in lease payments as a result of COVID-19,

the carrying value of lease liabilities is revised and

discounted at the original discount rate, with a

corresponding adjustment to profit or loss (variable

lease payment).

(iv) Modifications to lease agreements

When the Group renegotiates the contractual terms of

a lease with the lessor, the accounting depends on the

nature of the modification:

Increases in scope:

• If the renegotiation results in one or more additional

assets being leased for an amount commensurate with

the stand-alone price (i.e. market rate) for the additional

rights-of-use obtained, the modification is accounted

for as a separate lease in accordance with the above

policy.

• In all other cases (whether that is an extension to

the lease term, or one or more additional assets being

leased), the lease liability is remeasured using the

revised discount rate applicable on the modification

date, with the right-of-use asset being adjusted by the

same amount.

Decreases in scope:

• Both the carrying amount of the lease liability and

right-of-use asset are reduced by the same proportion

to reflect the partial of full termination of the lease with

any difference recognised in profit or loss.

The lease liability is then further adjusted to ensure its

carrying amount reflects the amount of the renegotiated

payments over the renegotiated term, with the modified

lease payments discounted at the rate applicable on

the modification date.

The right-of-use asset is adjusted by the same amount.

(n) Government grants

Grants that compensate the Group for expenses incurred

are recognised as income in profit or loss on a systematic

basis in the periods in which the associated expenses are

recognised.

(o) Finance income and finance expenses

Interest income is recognised as it accrues in profit or loss,

using the effective interest method.

Finance expenses comprise interest expense on

borrowings.

Borrowing costs that are not directly attributable to the

acquisition, construction or production of a qualifying asset

are recognised in profit or loss using the effective interest

method.

(p) Intangible assets

Intangible assets are amortised on a straight-line basis in

profit or loss over their estimated useful lives, from the date

that they are available for use.

The estimated useful lives for the current and comparative

periods are as follows:

- Trademarks 10 years

Amortisation methods and useful lives are reviewed at each

reporting date and adjusted if appropriate.

(q) Cash and cash equivalents

For the purpose of presentation in the statement of cash

flows, cash and cash equivalents includes cash on hand,

deposits held at call with financial institutions, other short-

term, highly liquid investments with original maturities of

three months or less that are readily convertible to known

amounts of cash and which are subject to an insignificant

risk of changes in value, and bank overdrafts. Bank

overdrafts are shown within borrowings in current liabilities

in the balance sheet.

NZAI
5051

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

4. Revenue from contracts with customers

MAR 2021

$’000

MAR 2020

$’000

Sale of cars58,10570,022

Sale of other goods-36

Fair value gain on Loans742271

Interest on bank accounts, short term deposits and investments14466

Agent commissions received--

- Insurance agent commissions4,22858

- Interest agent commissions2,1475,213

- Other agent commissions-649

Total revenue from contracts with customers

65,36676,316

Timing of transfer of goods and services

Point of sale income

65,22376,250

Over time income14466

65,36676,316

MAR 2021

$’000

MAR 2020

$’000

Gain on sale of property, plant and equipment-15

Government grants received

1

599-

Other16043

Total sundry income

75958

1

During the period the Group received government grants in the form of COVID-19 related Wage subsidies from the New Zealand

Government.

Revenue from motor vehicle finance operations is included in finance income detailed in Note 4.

5. Sundry income

6. Segment reporting

Description of segments

Management has determined the operating segments based on the components of the Group that engage in business activities,

which have discrete financial information available and whose operating results are regularly reviewed by the Group’s chief

operating decision maker. The chief operating decision maker has been identified as the Board of Directors. The Board of Directors

makes decisions about how resources are allocated to the segments and assesses their performance. Geographically the Group’s

business activities are located in New Zealand.

Reportable segments have been identified as follows:

Automotive retail

Finance

Other

As at 31 March 20212 Cheap Cars

Limited

$’000

NZ Motor

Finance Limited

$’000

Others

$’000

Elimination -

Inter-entity

transactions

$’000

Total

$’000

Revenue including interest

65,5151,0042,158(2,551)66,126

Cost of sale(52,656)-(1,058)2,026(51,688)

Interest expense - finance(9)(586)89493(13)

Operating expense(6,893)(397)(1,348)-(8,638)

Operating profit

5,95721(159)(32)5,787

Cost to list Company(418)-(278)-(696)

Dividend received--1,435(1,435)-

Interest expense - trading(383)-(17)-(400)

Net profit before tax5,15621981(1,467)4,691

As at 31 March 20202 Cheap Cars

Limited*

$’000

NZ Motor

Finance Limited


$’000

Others

$’000

Elimination -

Inter-entity

transactions

$’000

Total

$’000

Revenue including interest

75,7713265,248(4,972)76,373

Cost of sale(60,390)(2)(364)1,375(59,381)

Interest expense - finance-(22)-15(7)

Operating expense(8,862)(443)(1,772)807(10,270)

Operating profit

6,519(141)3,112(2,775)6,715

Dividend received--(2,727)2,727-

Interest expense - trading(522)---(522)

Net profit before tax5,997(141)385(48)6,193

The Group operates in a single Geographic segment, New Zealand.

*2 Cheap Cars Limited was audited in FY20

Operating Segments

7. Determination of fair values

The following table shows the valuation techniques used as well as the significant unobservable inputs used.

ItemValuation techniqueSignificant unobservable inputs

Loans and receivables – At Amortised cost

(Level 3: disclosure only, refer Note 14)

Book valueInterest rate - 15.95% - 17.95%

Provision for default 2%

Loans and receivables – At Fair Value through profit and loss

(Level 3: refer Note 14)

Discounted

cash flow

• Timing and amount of future cash flows

• Effect of eligible loan waiver features

Borrowings

(Level 3: disclosure only, refer Note 22)

Book valueInterest rate - 2.75%

Derivatives - At Fair Value through profit and loss

(Level 3: disclosure only, refer Note 18)

Market to marketYear end foreign exchange rate NZD $1:

JPY 77.3677

Average foreign exchange rate on derivative

liabilities NZD $1: JPY 76.83

6. Segment reporting (continued)

NZAI
5253

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

Face value versus carrying amounts

The fair value of financial assets and liabilities, together with the carrying amounts shown in the Consolidated Statement of Financial

Position, are as follows.

31 March 2021NoteCarrying

Amount

$’000

Fair value

(level 3)

$’000

Assets

Cash and cash equivalents128,2678,267

Trade and other receivables152,5592,559

Loans receivable - At Amortised cost14829876

Loans receivable - At Fair value through profit or loss142,9982,998

Total assets14,65314,700

Liabilities

Trade and other payables162,0952,095

Borrowings228,4208,420

Derivative financial liabilities184343

Related party payable242020

Total liabilities10,57810,578

31 Mar 2020NoteCarrying

Amount

$’000

Fair value

$’000

Assets

Cash and cash equivalents121,7751,775

Trade and other receivables151,0011,001

Derivative financial assets18294294

Loans receivable - At Amortised cost14463494

Loans receivable - At Fair value through profit or loss141,1481,148

Total assets4,6814,712

Liabilities

Trade and other payables161,7631,763

Borrowings228,0008,000

Related party payable2420,01720,017

Total liabilities29,78029,780

The carrying amount of cash and cash equivalents, trade and other receivables and trade and other payables has been determined to

be a reasonable approximation of the fair value of the financial instrument given the short-term nature of these financial instruments.

Borrowings relate to facilities that are repaid within a short timeframe.

Related party payable relates to loans from E & Co Trust and Sena Family Trust that were subsequently capitalised on 2 November

2020 (Note 24).

Refer to Note 14 for fair value measurement information regarding Loans receivable .

7. Determination of fair values (continued)

NotesMAR 2021

$’000

MAR 2020

$’000

Interest expense on financial liabilities measured at amortised cost(166)(250)

Interest expense on lease liabilities17(234)(279)

Other(13)-

Finance expenses(413)(529)

8. Finance expenses

7. Determination of fair values (continued)

The sensitivity analysis of a reasonably possible change in one significant unobservable input, holding other inputs constant,

of level 3 financial instruments is provided below:

31 March 2021Profit or lossOther comprehensive income

(net of tax)

Increases

$’000

Decreases

$’000

Increases

$’000

Decreases

$’000

Significant unobservable inputs

Discount rate used231(256)166(184)

(+/- 5%)

Default provision used201(201)145(145)

(+/- 5%)

Waiver provision rate used157(157)113(113)

(+/- 5%)

NotesMAR 2021

$’000

MAR 2020

$’000

Key operating expenses includes the following:

Audit fees(60)(38)

Depreciation - property, plant and equipment26(304)(313)

Depreciation - right-of-use assets17(1,669)(1,714)

Employee benefit expenses - excluding direct wages included in cost of sale

Wages and salaries2,6872,977

KiwiSaver - including direct wages167136

9. Key operating expenses

NZAI
5455

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

NumeratorMAR 2021

$'000

MAR 2020

$'000

Profit for the year and earnings (basic and diluted EPS)3,1974,229

DenominatorMAR 2021

No. shares

MAR 2020

No. shares

Number of shares (basic EPS)45,554,50015,000,000

Weighted average number of shares (diluted EPS)27,731,04215,000,000

EPS basic0.070.28

EPS dilluted0.120.28

10. Earnings per share

Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders of the Group by the weighted average

number of ordinary shares on issue during the year, excluding shares held as treasury stock.

Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.

MAR 2021

$’000

MAR 2020

$’000

Final dividend of 7.19 cents (Last year: Nil cents) per Ordinary share proposed and paid

during the year relating to the previous year’s results

1,078-

Interim dividend of Nil cents (Last year: 6.57 cents) per Ordinary share paid during the year-985

1,078985

11. Dividends

12. Cash and cash equivalents

Cash and cash equivalents in the Interim Consolidated Statement of Financial Position comprise cash at bank and short term deposits

with an original maturity of three months or less which are subject to an insignificant risk of changes in value.

Held with

Credit Rating

31 Mar 2021

Credit Rating

31 Mar 2020

Interest

31 Mar 2021

Interest

31 Mar 2020

MAR 2021

$’000

MAR 2020

$’000

Cash at bankASB Bank &

Mitsui Bank


AA- & A-1


0.11%


0.11%


8,267


1,764

Term depositsTD Canada TrustA-1+0.20%0.20%-11

Total cash and cash equivalents8,2671,775

As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed to be a significant

increase in credit risk associated with the Group’s Cash and cash equivalents balance. Credit rating is as per Standard & Poor.

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are

repayable with 24 hours’ notice with no loss of interest. See note 3(q) for the group’s other accounting policies on cash and cash

equivalents.

13. Inventories

MAR 2021

$’000

MAR 2020

$’000

Gross stock on hand12,35015,680

Inventory provision(458)(435)

Merchandise-1

Total inventories11,89215,246

NZAI
5657

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

At Amortised CostAt Fair value

through profit and loss

Total

Opening balance (1 Apr 2019)

Gross carrying value ---

Less: Impairment allowance ---

Total Loans receivable

---

Movements during the period

Advances of loans to customers 5241,0181,542

Repayments of loans by customers (87)(141)(228)

Movement in accrued interest26-26

Fair value gain/(loss)-271271

Closing balance (31 Mar 2020)

Gross carrying value

4631,1481,611

Less: Impairment allowance(9)-(9)

Total Loans receivable4541,1481,602

Movements during the period

Advances of loans to customers7112,3743,085

Repayments of loans by customers(431)(1,059)(1,490)

Movement in accrued interest86-86

Fair value gain/(loss)-535535

Closing balance (31 Mar 2021)

Gross carrying value

8292,9983,827

Less: Impairment allowance(24)-(24)

Total Loans receivable8052,9983,803

Current portion4061,2091,615

Less: Impairment allowance(24)-(24)

Non-current portion4231,7892,212

Total Loans receivable8052,9983,803

14. Loans receivable

The effective interest rate on Loans receivable at Amortised cost are 15.95% - 17.95% (31 March 2020: 15.95% - 17.95%).

Loans Receivable measured at amortised cost (financial assets which represent solely payments of principal and interest) have been

impaired at 2%, using the expected credit loss model. See note 3(i) for further details.

Loans receivable measured at fair value (financial instruments that include waiver based clauses) are modelled at fair value and include

an effective default risk impairment rate of 2% which is factored into the inputs of the valuation.

The impairment rate used is higher than the current actual current rate of impairment, which stood at 0.11% to March 2021 (March 2020:

Nil). Consideration was made with reference to additional default risks that could be caused from the effects that COVID-19 could have

on borrowers ability to repay debt and was taken into account when determining the impairment rate.

15. Trade and other receivables

MAR 2021

$’000

MAR 2020

$’000

Trade receivables21585

Less: Impairment allowance(17)(67)

Net trade receivables19818

Lease deposits and bonds217216

Financial assets At Amortised cost415234

Prepayments2,069295

GST receivable-467

Other current assets755

Total trade and other receivables2,5591,001

Trade receivables generally have terms of 30 days and are interest free. Trade receivables of a short-term duration are not discounted.

14. Loans receivable (continued)

The following table details the risk profile of the Group’s provision matrix for loan receivables collectively assessed for impairment.

31 Mar 2021

Expected loss rate

%

Gross finance

receivable

$’000

Collective impairment

provision

$’000

Net finance

receivables

$’000

Current2%3,826(24)3,802

Past due up to 30 days2%1-1

Past due 30 - 60 days---

Past due 60 - 90 days---

in default---

2%3,827(24)3,803

31 Mar 2020

Current2%1,611(9)1,602

Past due up to 30 days

2%---

Past due 30 - 60 days---

Past due 60 - 90 days---

in default---

2%1,611(9)1,602

2021

$’000

2020

$’000

Movement in the impairment provisions:

Specific impairment provision

Opening balance(9)-

Impairment release through profit or loss(11)(9)

Amounts written off(4)-

(24)(9)

NZAI
5859

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

17. Leases

The Group leases a number of properties and equipment in the jurisdiction from which it operates.

(i) Right of use AssetsMAR 2021

$’000

MAR 2020

$’000

Opening Balance7,651-

Additions5609,365

Less:

Depreciation(1,669)(1,714)

Disposals(296)-

Closing Balance6,2467,651

(ii) Lease Liabilities

Opening Balance7,883-

Additions5639,363

Interest234279

Gain on changes to leases17-

Less:

Disposals(278)-

Repayments(1,682)(1,751)

COVID Relief(120)-

Effects of movements in exchange rates(14)(8)

Closing Balance6,6037,883

Current portion1,6001,575

Non-current portion5,0036,308

Total lease liabilities6,6037,883

16. Trade and other payables

MAR 2021

$’000

MAR 2020

$’000

Trade payables1,5771,432

Financial liabilities At Amortised cost1,5771,432

Contract liabilities

228284

GST payable

(153)-

Deferred wage subsidy received

-28

Other payables

44319

Total trade and other payables

2,0951,763

Trade payables generally have terms of 30 days and are interest free. Trade payable of a short-term duration are not discounted.

MAR 2021

$’000

MAR 2020

$’000

Liability for annual leave613444

Wages payables258255

871699

19. Employee benefit liabilities

17. Leases (continued)

(ii) Balance sheet and cash flow statement

MAR 2021

$’000

MAR 2020

$’000

Carrying amount of RoU asset (by asset class)

• Premises6,2467,651

• Equipment--

Total cash outflow related to leases (principal repayments)(1,682)(1,751)

Total cash outflow related to leases (interest)(234)(279)

(i) Variable lease payments

As standard industry practice, several of the Groups property

leases are subject to periodic CPI increases and/or market rent

reviews. A 1% increase in these payments would result in an

additional $8,453 cash outflow compared to the current period’s

cash outflow.

(ii) Lease term – use of renewal and termination options

The Group’s property leases typically include renewal and

termination options. The Group must assess whether it

reasonably expects (or not) to exercise these when determining

the lease term.

As at 31 March 2021, there are 3 leases where the group has

assessed it does not reasonably expect to exercise all available

renewal options, resulting in potential future lease payments

not currently being included in the lease liability recognised for

these leases:

• Period: 2 – 10 years

• Annual payments: $159,613 (based on current lease payment

amounts).

(i) Amounts recognised in the financial statements

(ii) Short-term lease expense (excluding leases of 1 month

or less)

These are all leases that exclude 1 month or less in duration,

which management have assessed do not qualify as a lease

under NZ IFRS16 and have not been capitalised as a result.

18. Derivative financial instruments

Forward contracts were taken out during the year to provide cover for risks that could potentially arise from foreign currency fluctuations

in the buying & selling of inventories. If the contracts are realised at fair market value at balance date, this would result in a foreign

exchange loss on derivatives of $43,237 as at 31 March 2021 (March 2020: Foreign exchange gain of $293,550).

NZAI
6061

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

(c) Deferred tax

Income tax recognised in profit or loss

MAR 2021

$’000

MAR 2020

$’000

Balance at the beginning of the period428377

Current period movement4951

Deferred tax asset

477428

Made up of:

Deferred tax asset2,2302,571

Deferred tax liability(1,753)(2,143)

Net balance as per above

477428

Deferred tax assets are attributable to the following:

Inventory provision127116

Employee benefits160140

Bad debt1319

Others129

Contract liabilities6480

Lease liabilities1,8542,207

Right-of-use asset(1,753)(2,143)

477428

Income tax recognised in profit or lossMAR 2021

$’000

MAR 2020

$’000

Current tax1,5412,015

Deferred tax(49)(51)

Total income tax expense1,4921,964

Income tax recognised in profit or lossMAR 2021

$’000

MAR 2020

$’000

Profit before income tax expense4,6916,193

Tax expense at the domestic tax rate (28%)1,3131,734

Permanent differences284(602)

Timing differences4595

Intergroup eliminations(115)776

Recognition of tax losses-3

Effects of tax rate in foreign jurisdictions149

Income tax expense1,5412,015

20. Income tax

(a) Income tax recognised in profit or loss and other comprehensive income

(b) Reconciliation of income tax expense

23. Share capital

Number of Ordinary SharesMAR 2021MAR 2020

Opening balance15,000,00015,000,000

Shares issued capital raise3,509,500-

Shares issued staff incentives45,000-

Shares issued buy back of non controlling interest413,358-

Shares issued conversion shareholder loans to shares14,012,144-

Share split12,574,498-

Total issued and autorised capital45,554,50015,000,000

Dollar value of Ordinary SharesMAR 2021

$’000

MAR 2020

$’000

Opening balance15,44215,442

Shares issued capital raise3,510-

Cost of capital raise(243)-

Shares issued staff incentives45-

Shares issued buy back of Non controlling interests590-

Shares issued conversion shareholder loans to shares20,000-

Share split--

Total issued and authorised capital39,34415,442

All issued shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as declared from

time to time and are entitled to one vote per share at meetings of the Group and rank equally with regard to the Group’s residual assets.

MAR 2021

$’000

MAR 2020

$’000

Trade finance facility8,4208,000

22. Borrowings

The interest rates at 31 March 2021 varied from 1.98% to 2.76% (March 2020: 2.27% to 2.88%).

The loan facilities are up for review and expire on 31 December 2021.

All covenants on facilities were met throughout the year.

MAR 2021

$’000

MAR 2020

$’000

Imputation credits at 1 April(2,091)(376)

New Zealand Tax payments, net of refunds(1,788)(2,097)

Imputation credits attached to dividends received(559)371

Imputation credits attached to dividends paid97711

(3,461)(2,091)

Imputation Credits at 31 March available

The imputation credits are available to shareholders of the company:

- Through the company

- Through subsidiaries

21. Imputation Credits

NZAI
6263

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

MAR 2021

$’000

MAR 2020

$’000

Short-term employee benefits1,076992

Defined contribution plans3029

Total key management personnel remuneration1,1061,021

24. Related parties

Identity of related parties

The Company has a related party relationship with its key management personnel being the Directors and Executive Officers.

Key management personnel

Key management personnel represent the Board of Directors, and the Senior Leadership team including the Managing Directors,

Chief Executive Officer and Chief Financial Officer.

25 Financial instruments - risk management

The Board has overall responsibility for the determination of the Group’s risk management objectivies and policies and, whilst

retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective

implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports from the Chief

Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and

policies it sets. The Group’s internal finance team also review the risk management policies and processes and report their findings to

the Audit Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Groups

competitiveness and flexibility. Further details regarding these policies as they relate to the specific financial risks that the Group is

exposed to are set out below:

Through its operations, the Group is exposed to the following financial risks:

(a) Credit risk

(b) Market risk

(c) Liquidity risk

(d) Currency risk

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to meet their contractual obligations.

The Group’s exposure to credit risk is represented by the carrying amount of cash and cash equivalents and investments.

The Group only holds cash and cash equivalents and investments with financial institutions that are independently determined credit

ratings of “A” or higher.

The Group has an Audit & Risk Committee that monitors credit risk as part of its wider duties.

Cash and cash equivalents held with financial institutions are presented in the table below:

31 March 2021Credit rating *Cash and cash

equivalents

$’000

Investments

$’000

Total

$’000

ASB BankAA-7,959-7,959

Mitsui BankA-1308-308

8,267-8,267

31 March 2020Credit rating *Cash and cash

equivalents

$'000

Investments


$'000

Total


$'000

ASB BankAA-1,565-1,565

Mitsui BankA-1135-135

TD Canada TrustA-1+-7575

1,700751,775

* Standard & Poor’s

Interest rates on interest bearing cash and cash equivalents and investments range between 0.11% - 0.20% (2020: 0.11% - 0.20%).

Transactions for the periodBalance outstanding at balance date

MAR 2021MAR 2020 MAR 2021MAR 2020

$'000$'000$'000$'000

E & Co Trust---10,000

Sena Family Trust---10,000

Eugene Williams109109

Yusuke Sena108108

20172020,017

The loans of $20m from E & Co Trust and Sena Family Trust were capitalised on 2 November 2020 (Note 23). 14,012,144 new shares

were issued at a value of $20,000,000

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

Transactions with related parties

NZAI
6465

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

26. Property, plant and equipment

Leasehold

improvements

$’000

Motor

vehicles

$’000

Furniture and

fittings

$’000

Computer

equipment

$’000

Workshop

equipment

$’000

Total

$’000

Cost

Balance at 1 April 2020

724319655497492,244

Additions2461164332176

Disposals(42)(31)(69)(21) (19) (182)

Balance at 31 March 2021706349602519622,238

Accumulated depreciation

Balance at 1 April 2020

(172)(90)(246)(309)(9)(826)

Depreciation(52)(92)(60)(91)(9)(304)

Disposals1273318474

Effect of exchange rate-(6)---(6)

Balance at 31 March 2021(212)(181)(273)(382)(14)(1,062)

Net book value

At 31 March 2021

494168329137481,176

The Group has reviewed each items of property, plant and equipment and no impairment charge was recognised for the year ended

31 March 2021 (March 2020: Nil).

Leasehold

improvements

$’000

Motor

vehicles

$’000

Furniture and

fittings

$’000

Computer

equipment

$’000

Workshop

equipment

$’000

Total

$’000

Cost

Balance at 1 April 2019

666280656346151,963

Additions90398516037411

Disposals(32)-(86)(9) (3) (130)

Balance at 31 March 202072431965549749 2,244

Accumulated depreciation

Balance at 1 April 2020

(116)(113)(197)(193)(2)(621)

Depreciation(58)(54)(70)(124)(7)(313)

Disposals277218-108

Effect of exchange rate------

Balance at 31 March 2020(172)(90)(246)(309) (9)(826)

Net book value

At 31 March 2020

552229409188401,418

25 Financial instruments - risk management (continued)

(b) Market risk

Market risk arises from the Group’s:

- Use of interest-bearing borrowings (interest rate risk); and

- Purchases in foreign currencies (foreign currency risk).

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash

flows of a financial instrument will fluctuate because of

changes in market interest rates.

The Group is exposed to fair value interest rate risk from

its fixed / variable rate borrowing and lease liabilities, with

rates between 3.3% (2020: 3.3%).

ii. Foreign exchange risk

The Group currently does not have any sales transactions

denominated in foreign currencies, however the Group

has purchases transactions denominated in foreign

currencies.

During the current reporting period the Group has

purchased used cars with purchase prices denominated

in foreign currencies (YEN).

To mitigate foreign exchange risk on significant plant

and equipment purchases, the Group enters into forward

exchange contracts to match the timing and amount of

payments due. Derivatives are initially recognised at fair

value on the date a derivative contract is entered into,

and they are subsequently remeasured to their fair value

at the end of each reporting period.

The Group does not apply hedge accounting to these

transactions, and they are classified as held for trading

for accounting purposes and are accounted for at fair

value through profit or loss. They are presented as

current assets or liabilities to the extent they are expected

to be settled within 12 months after the end of the

reporting period. They are considered level 2 fair

value measurements being based on the present

value of future cash flows based on the forward

exchange rates at the reporting date.

There are open forward exchange contracts of $6.4m

at the end of the reporting period (2020: $6.6m).

The net foreign exchange loss recognised for the year

was $0.97m (2020: $0.77m gain).

(c) Liquidity risk

Liquidity risk arises from the Group’s management

of working capital. It is the risk that the Group will

encounter difficulty in meeting its financial obligations as

they fall due.

The Group’s policy is to ensure that it will always have

sufficient cash to allow it to meet its liabilities when they

become due. To achieve this the Group maintains a

monthly forecast on its future cash position to ensure it

can meet financial obligations when they fall due.

The Board receives monthly financial statements which

include statements of financial position, performance

and cash flows, as well as budge/forecast variance

reports, to ensure it holds or will hold cash equivalents

to meet its obligations.

The following table sets out the contractual maturities

(representing undiscounted contractual cash-flows) of

financial liabilities:

(d) Currency risk

The Group is exposed to currency risk arising from

Japanese Yen (‘JPY’).

Currency risk arises from the future transactions,

recognised assets and liabilities, and investments.

As at 31 March 2021Up to

3 months

$’000

Between 3

and 12 months

$’000

Between 1

and 2 years

$’000

Between 2

and 5 years

$’000

Over 5 years

$’000

Total

$’000

Trade and other payables2,00392---2,095

Borrowings8,000420---8,420

Lease liabilities4081,1911,3623,642-6,603

Total10,411 1,7031,3623,642-17,118

As at 31 March 2020

Trade and other payables1,569194---1,763

Borrowings8,000----8,000

Lease liabilities3771,1991,5904,717-7,883

Total9,9461,3931,5904,717-17,646

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

NZAI
6667

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

2021 Statement

of Corporate Governance

For the Year Ended 31 March 2021

28. Contingent liabilities

ASB Bank Limited has given a guarantee to the landlord on

behalf of the Group to secure premises. The maximum guarantee

is for $541,145 (March 2020: $537,442). This is secured by the

arrangements detailed in note 16.

There are no other known contingent liabilities.

29. Subsequent events

No significant event have occurred subsequent to balance date

(2020: None).

27. Notes supporting statement of cash flows

Reconciliation of the net cash flow from operating activities to profit

MAR 2021

$’000

MAR 2020

$’000

Net Profit for the year 3,1994,229

Adjustments for non-cash and other items:

Depreciation of property, plant and equipment

1,9732,027

Amortisation of intangible fixed assets

--

Loss/(gain) on sale of property, plant and equipment

85150

Foreign exchange

(235)(393)

Income tax expense

1,4921,964

Finance expense

166250

Impairment of related parties

47-

3,5283,998

Adjustments for movements in working capital:

(Increase)/decrease in trade and other receivables (2,181)(1,341)

Increase/(decrease) in trade and other payables (566)(285)

(Increase)/decrease in Inventory 3,355(4,004)

608(5,630)

Cash generated from operations 7,3352,597

Income taxes paid (1,638)(2,652)

Net cash flows from operating activities 5,697(55)

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2021 (continued)

NZAI
6869

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

The Board of NZ Automotive Investments Limited (Company)

is committed to ensuring that it has best practice corporate

governance principles in place and high standards of business

behaviour and accountability. The Company is committed to

conducting business in the right way, ethically and in line with

its legal and regulatory obligations.

The Company’s corporate governance arrangements have

been set by the Board having regard to the recommendations

set out in the NZX Corporate Governance Code (Code). The

Company believes that its corporate governance practices

in FY21 are materially in line with the Code. This governance

statement summarises:

• the Company’s corporate governance practices;

• the areas where the recommendations of the Code are

not fully complied with; and

• those areas where further work is being undertaken to

ensure full compliance.

The Company takes a continuous improvement approach to

corporate governance such that its policies are reviewed on a

regular basis in line with best practice. Key governance policies

and charters can be viewed on the Company’s website at

www.nzautomotiveinvestments.co.nz/investors/.

PRINCIPLE 1: CODE OF CULTURE & ETHICAL BEHAVIOUR

The Company has adopted a written Code of Culture and

Ethical Behaviour (CCEB). The CCEB is a statement of the

Company’s core values and sets out explicit expectations

for ethical decision making and personal behaviour for the

board of directors (Directors, and the Board) and employees.

The CCEB is available to all directors, volunteers, employees

and contractors of the Company and its subsidiaries (NZAI

Personnel). The CCEB is available on the Company’s website.

• raise any concerns about any area of the Company. Further

details around reporting concerns and “whistle-blower”

protection can be found in the CCEB; and

• comply with the Company’s Financial Products Dealing

Policy, along with the Financial Markets Conduct Act

2013, which imposes limitations and requirements on

Directors and employees in dealing in the Company’s

shares. These limitations prohibit dealing in shares

while in possession of inside information and impose

requirements for seeking consent to trade.

PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE

Board composition/performance

The Board comprises six Directors, three of whom are

independent Directors - Karl Smith, Michele Kernahan and

Charles Bolt.

In order for a Director to be independent, the Board has

determined that he or she must not be an employee of the

Company or any of its subsidiaries (the NZAI Group) and

must have no disqualifying relationships. Independence is

determined by the Board in accordance with:

• the independence requirements of the NZX Listing

Rules; and

• having regard to the factors described in the Code.

As 50% of the Board is comprised of independent Directors,

the Company does not strictly comply with Recommendation

2.8 of the Code, which recommends that a majority of the Board

should be independent directors. The Board does not consider

the non-compliance with Recommendation 2.8 of the Code to

be detrimental to the Company because:

• the current mix of Directors is appropriate for the

Company’s business and circumstances, representing

appropriate experience, skill and diversity for the

Company’s business lines;

• the Directors are not hindered in their ability to exercise

independent judgment and have faithfully committed

to meeting their legal duties to the Company (including

the duties to act in good faith and in the best interests of

the Company); and

• the risk of any bias to the Board’s decision making

by any particular shareholder group with whom a non-

independent director is associated is moderated to the

extent that any such group will not have a majority

on the Board. Any such groupings of shareholders will

still require the support of an independent Director

in order to pass any resolution or make any decision.

Each Director has experience, skills and expertise that are of

value to the Company. Profiles of Directors are available on the

Company’s website. Directors’ interests are disclosed on page

79-81 of the Company’s 2021 annual report.

The roles and responsibilities of the Board are detailed in

the Board Charter, which is reviewed from time to time and

is available on the Company’s website. The Board’s primary

objective is to act at all times in a manner designed to create

and grow sustainable value for shareholders. The Directors are

all cognisant of their duties and obligations imposed on them by

the Company’s Constitution, the NZX Listing Rules, and by law.

The Board has delegated authority for day-to-day leadership

and management of the business to the CEO, who in turn has

sub-delegated authority to other Company management with

specified financial and non-financial limits.

There is a Delegations of Authority Policy, which is reviewed

annually by the Board.

The number of elected Directors and the procedure for their

retirement and election at annual meetings is determined in

accordance with the Company’s Constitution and the NZX

Listing Rules.

The Company has not established a separate nominations

committee to recommend Director appointments to the Board

in accordance with Recommendation 3.4 of the Code, as

this function is carried out by the whole Board. All Directors

are involved in the consideration of Board composition and

nominations and take into account a number of factors including

qualifications, capability, experience, judgement and skills,

and the ability to work with other Directors. Shareholders may

also nominate candidates for election to the Board. Reference

checks are carried out on all candidates and key information

about candidates is provided to shareholders to assist their

decision as to whether or not to elect or re-elect a candidate.

New Board members enter into written agreements with the

Company, outlining the terms of their appointment.

The Chair of the Company, Karl Smith, is an independent

Director.

Directors are encouraged to undertake appropriate training and

education to ensure they remain current on how to best perform

their duties. In addition, management provide regular updates

on relevant industry and Company issues, including briefings

from senior executives.

All Directors have access to executives to discuss issues or

obtain information on specific areas in relation to matters to be

discussed at Board meetings, or other areas as they consider

appropriate. The Board Committees and Directors, subject

to the approval of the Board Chair, have the right to seek

independent professional advice at the Company’s expense,

where the committee or individual deems it necessary to carry

out its, his or her functions.

The Company has arranged a policy of Directors’ and Officers’

liability insurance which is underwritten by Crombie Lockwood.

This policy covers the Directors and Officers so that any

monetary loss suffered by them, as a result of actions

undertaken by them as Directors or Officers, is insured to

specified limits (and subject to legal requirements and/or

restrictions).

The Chair meets regularly with Directors to discuss and assess

individual performance of the Directors. The Board will review

and assess its performance as a whole on an annual basis and

in such a manner as the Board deems appropriate.

In accordance with the Company’s Board Charter, the Board

will review and assess its performance as a whole on an annual

basis and in such manner as the Board deems appropriate.

The Company has written agreements with each Director

outlining the terms of their appointment.

The Board is satisfied that each Director:

• has the necessary time available to devote to the

position;

• broadens the Board’s expertise; and

• has a personality that is compatible with the other

Directors.

Diversity

The Company is committed to equal employment opportunities

and treating all individuals fairly and with respect. The Company

has a diverse workforce and recognises that everyone has

individual differences which can be leveraged to create

stronger teams and drive stronger business performance.

The Company’s approach to diversity is outlined in the

Company’s Diversity and Inclusion Policy, which is available on

the Company’s website. Key areas of focus are:

• Recruitment and retention of a diverse workforce;

• Supportive working environment;

• People development; and

• Recognition and reward based on merit.

The Board has set diversity objectives as per the diversity and

inclusion policy, however they are not currently being measured

(as recommended under Recommendation 2.6 of the NZX

Corporate Governance Code). The Board has reviewed its

required diversity profile and considers that, at this time, the

make-up of the Board is sufficiently diverse for the purposes

of forming a strong team, providing specialised knowledge

and expertise in relevant markets, and driving business

performance.

PRINCIPLE 3: BOARD COMMITTEES

The Board has delegated a number of its responsibilities

to Committees to assist in the execution of the Board’s

responsibilities. The use of Committees allows issues requiring

detailed consideration to be dealt with separately by members

of the Board with specialist knowledge and experience,

thereby enhancing the efficiency and effectiveness of the

Board. However, the Board retains ultimate responsibility

for the functions of its Committees and determines their

responsibilities. Copies of relevant Committee charters can be

found on the company’s website.

While the Continuous Disclosure Committee does not operate

under its own charter, the role of this Committee is set out in the

company’s Continuous Disclosure Policy which is available on

the company’s website.

Minutes of each Committee meeting are available to all

members of the Board, who are all entitled to attend any

2021 statement of corporate governance

This Statement of Corporate Governance is correct as of 31 March 2021 and was approved by the Board on 24 June 2021

NZAI
7071

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Committee meeting. Each Committee is empowered to seek any information it requires from NZAI Personnel in pursuing its duties and

to obtain independent legal or other professional advice.

Special purpose Committees may be formed to review and monitor specific projects with senior management. In the case of a takeover

offer, the Company would engage expert legal and financial advisors to provide advice.

Formal takeover protocols have been developed and formally adopted by the Board in compliance with Recommendation 3.6 of the

Code – the Company’s Takeovers Code can be found on the Company’s website.

The Board Committees as at 31 March 2021 were:

The Audit, Finance and Risk Management Committee is comprised of:

• a majority of independent Directors; and

• only non-executive Directors.

The chair of the Audit, Finance and Risk Management Committee is not the Chair of the Board. The chair of the Committee is not an

independent Director. The NZX Corporate Governance principles recommend that the Audit, Finance & Risk Management Committee

will be chaired by an independent Director. NZAI’s Board of Directors have considered the skills and experience of the Board and have

determined that despite not being considered an independent Director, Tracy Rowsell is considered the most appropriate member of

the Board to act as Chair of the Audit, Finance & Risk Management Committee given her knowledge of NZAI and its history of audit and

risk matters as well as her experience and qualifications in the area of finance.

The relevant qualifications of the Board of Directors are available in the Annual Report.

The Audit & Risk Management Committee Charter sets out the policies and practices of the NZAI Board of Directors regarding the

financial audit and risk management processes of NZAI and is available on the NZAI website.

Employees of the Company only attend meetings of the Audit, Finance and Risk Management Committee at the invitation of the

Committee.

The Remuneration Committee is comprised of a majority of independent Directors. Management attendance at meetings of the

Remuneration Committee is by invitation of the Committee.

Attendance at Board and Committee meetings during FY21 was:

AttendeeBoardAudit, Finance and Risk

Management Committee

Remuneration CommitteeContinuous Disclosure

Committee

Karl Smith5111

Eugene Williams4-1-

David Sena5--1

Tracy Rowsell51-1

Charles Bolt5-11

Michele Kernahan411-

David Page (CEO)AttendAttend-1

Haydn Marks (CFO)AttendAttend-1

Total Meetings Held5111

CommitteeRoleMembers

Audit, Finance and Risk

Management Committee

The main purpose of this Committee is to assist the Board in providing

oversight of matters relating to the quality and integrity of financial

reporting, independence and performance of the external auditors,

effectiveness and objectivity of the internal audit programme, and

oversight of business risks and compliance activities.

Tracy Rowsell (Chair)

Karl Smith

Michele Kernahan

Remuneration Committee

This Committee has been established to assist the Board in fulfilling its

responsibilities in relation to the following matters:

1. Formal and transparent method for determining Directors’

remuneration.

2. Remuneration of the CEO.

3. Review of the remuneration recommendations made by the CEO for

the senior management team.

4. Consideration and review of any incentive plans or payment targets

and calculations for the CEO and senior management team.

5. Review of the overall NZAI Group-wide salary and incentive policies.

Michele Kernahan (Chair)

Karl Smith

Charles Bolt

Eugene Williams

Continuous Disclosure

Committee

The Board has established this Committee to oversee the Company’s

compliance with its Continuous Disclosure Policy and, accordingly,

has delegated the day-to-day oversight of its continuous disclosure

obligations to this Committee.

This Committee is responsible for making the final decision as to

whether or not information requires disclosure to NZX, taking into

account the exceptions to the continuous disclosure obligations, and

any timing requirements for disclosure, described in the Company’s

Continuous Disclosure Policy.

Charles Bolt (Chair)

Tracy Rowsell

David Sena

Karl Smith

David Page (CEO)

Haydn Marks (CFO)

2021 statement of corporate governance

NZAI
7273

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

PRINCIPLE 4: REPORTING AND DISCLOSURE

The Company is committed to keeping investors and the market

informed of all material information about the Company and its

performance in a timely manner. In addition to all information

required by law, the Company also seeks to provide sufficient

meaningful information to ensure stakeholders and investors are

well informed.

The Company’s Continuous Disclosure Policy sets out the

principles and requirements of this commitment to timely and

balanced disclosures.

For the financial year ended 31 March 2021, the Directors

believe that proper accounting records have been kept which

enable, with reasonable accuracy, the determination of the

financial position of the Company and facilitate compliance of

the financial statements with the Financial Markets Conduct Act

2013.

The CEO and the CFO are required to provide a letter of

representation to the Board confirming that:

• the NZAI Group’s financial statements have been

prepared in accordance with accepted

accounting standards in New Zealand, are free of

material misstatements, including omissions, give a true

and fair view of the financial performance and

position of the NZAI Group and the financial records

have been properly prepared;

• the representations are based on a sound system of risk

management, internal compliance and controls

that provide for the implementation of the policies

adopted by the Board; and

• the NZAI Group’s risk management and internal control

systems are operating effectively in all material

respects.

A letter of representation confirming those matters was received

in relation to the FY21 financial statements.

As the Company is a smaller issuer, it will select non-financial

matters (other than the environmental, social and governance

(ESG) matters referred to in Recommendation 4.3 of the

Code). As a result, the Company is not in full compliance with

Recommendation 4.3 of the Code. The Company discusses its

strategic objectives and its progress against these in the Chair

and CEO’s commentary in shareholder reports.

PRINCIPLE 5: REMUNERATION

Remuneration of Directors and the senior management team

is the key responsibility of the Remuneration Committee.

External advice has been sought to ensure remuneration is

benchmarked to the market for senior management positions.

The Company has adopted a Remuneration Policy which relates

to non-executive Directors and senior managers.

The Remuneration Policy is designed to ensure that

remuneration practices of the Company are fair and

appropriate, and that there is a clear link between remuneration

and performance. At present, the weightings of remuneration

for directors is geared towards a fixed basis remuneration.

The management team’s remuneration consists of weightings

towards fixed basis remuneration with a short term incentive

scheme in place for select senior management. No equity-

based incentive scheme is yet in place. However the Board is

currently investigating the establishment of an equity-based

long term incentive scheme for the Company.

Remuneration of the non-executive directors is determined by

the Remuneration Committee. Total remuneration for the senior

management team is contemplated to encompass up to three

components: fixed remuneration along with both short and (in

the future) long term incentives (which are at the discretion of

the Board). Fixed remuneration is determined having regard

to the scale and complexity of the relevant employee’s role. It

includes all benefits, allowances and deductions. Adjustments

to fixed remuneration are not automatic and are determined

based on performance which is reviewed annually by the

Remuneration Committee.

Details of Director and executive remuneration (including

remuneration arrangements for the CEO) in FY21 are provided

on pages 82-83 of the Company’s 2021 annual report.

PRINCIPLE 6: RISK MANAGEMENT

The Board has overall responsibility for the Company’s system

of risk management and internal control and has procedures in

place to provide control within the management and reporting

structure.

In addition, the Audit, Finance and Risk Management

Committee provides an additional and more specialised

oversight of Company risks. The Audit, Finance and Risk

Management Committee Charter provides detail around

the specific responsibilities of the Committee regarding risk

management.

The Committee reviews and recommends to the Board

for approval the Company’s half year and annual financial

statements and advises the Directors as to whether the

Company’s financial statements comply with applicable laws

and regulations.

Monthly management reporting is provided to the board in

order to monitor the NZAI Group’s performance against budget

and other objectives.

The responsibilities of the Audit, Finance and Risk Management

Committee include the following:

• To ensure that management is implementing, and reporting

to the Committee on, the NZAI Group’s risk management

framework (including the maintenance of the NZAI Group’s

risk register) and policies.

Key RiskDescription of Risk Mitigation

Import

Concentration

Risk

Almost all of the Company’s vehicles are

imported from Japan. The Company is therefore

fully reliant on the auction and export process as

it stands in Japan, and is exposed to fluctuations

in foreign exchange rates, border restrictions

and regulation changes. If the Company could

no longer source most of its cars from Japan, it

may need to set up a similar process in one or

more other countries, incurring costs in doing so.

Japan is also exposed to typhoons and is home

to marmorated stink bugs, an invasive pest to

New Zealand, which present a level of specific

risk to importing from Japan.

While the Company takes forward cover on currency

exchange rates, long-term trends in the Japanese Yen

to New Zealand dollar exchange rate cannot be fully

hedged and may affect margins.

During stink bug season (September to April) all imported

cars are heat treated, which adds a small additional cost.

New Zealand’s Ministry of Primary Industries usually

refuses entry for any ship where stink bug is discovered

(unless the cargo ship has been heat treated), which has

affected used car imports from Japan in the past, again

affecting available inventory and sales throughput

Finance Book

Establishment

Risk

As NZ Motor Finance Limited’s (NZMF) finance

book grows and moves away from third party

finance partners, the Company may dilute

its existing revenue streams in the division of

the Company which retails vehicles through

2 Cheap Cars Limited (2CC) (Automotive

Retail). These funding partners currently pay

2CC commissions for directing vehicle loan

origination, and if they reduce their support of

2CC, the commission revenue received may

decline as fewer finance options are available to

its customers.

The Company has sent a clear message to 2CC’s

current partners that outlines its future ambition,

with an assurance that their finance operations will

be supported in the interim and will benefit from the

continued growth in the Automotive Retail business.

As NZMF builds its own finance book, it intends

to quickly scale up resources, whilst outsourcing

arrears management and other core processes. This

is expected to enable the Company to capture sales

opportunities that may result from gaps in finance

partner offerings.

The finance sector is competitive with a wide range of

providers, and even if origination volumes are being

transitioned away from a finance partner, it is generally

profitable and attractive for them to take on as many

customers as 2CC refers to them.

Key Person

Risk

The Company’s operation is reliant on certain

key personnel, including its two founders. If any

of the key personnel were to leave the Company

suddenly without a suitable transition period, its

financial performance could be materially affected.

The risk can be mitigated with suitable transition periods.

Further, the founders have a sizable cornerstone equity

stake in the business with selling restrictions in place,

incentivising them to prioritise its financial performance

over the medium to longer term.

• To report to the Board on the development of existing

risks and the emergence of new risks.

• To report to the Board on the main risks to the NZAI

Group’s performance, how these main risks are being

managed under the NZAI Group’s risk management

framework and on any incident involving fraud or other

breakdown of internal controls.

A structured framework is in place for capital expenditure,

including appropriate authorisation and approval levels which

place an emphasis on the commercial logic for the investment.

Under a formal Delegation of Authority policy the Board has set

limits to management’s ability to incur expenditure, enter into

contracts and acquire or dispose of assets.

Risk profiles which identify, assess, monitor and report the

Company’s key business risks are formally reviewed by the

Board annually as part of the Board’s risk assessment process.

These risk profiles also identify the key risk mitigation strategies

which are in place. A summary is below:

2021 statement of corporate governance

NZAI
7475

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Key RiskDescription of Risk Mitigation

Regulatory Risk

The Company’s importation costs may increase

from 2023 if the government introduces a vehicle

fuel efficiency standard for used light vehicles

that requires vehicle importers to lower the

carbon dioxide emissions of the vehicles they

are importing or pay a fine.

The government has introduced new regulations in the

past, such as the electronic stability control system

requirement for all used light passenger vehicles

imported from 1 March 2020, and the Company has

proven it can adapt its procurement model to adhere to

new requirements. In particular, the Company expects

that the fuel efficiency standards will continue to evolve

and will monitor and comply with the standards. The

Company has plans to adapt to new standards and meet

its customers’ needs through procurement of smaller

cars that are more fuel efficient, as well as a mix of fully

electric and hybrid electric vehicles, which it has already

begun.

If a vehicle fuel efficiency standard were introduced,

any additional costs incurred by the Company during

the importation process would be directly passed on to

consumers through higher retail pricing. Given all used

car importers would be subject to the same requirements,

2CC’s market position as one of the more affordable used

car dealerships should be maintained.

NZMF Credit

Quality Risk

Growing NZMF’s vehicle finance loan book

will increase the exposure of the Company’s

balance sheet to poor performing loans. If a

significant number of NZMF loans default, then

the Company’s financial performance could be

materially affected.

The Company has stringent lending criteria and

processes, including thorough checks into the borrower’s

credit worthiness, employment status and ability to

service the requested loan. Under Responsible Lending

guidelines, the Company is also required to ensure that

the requested loan is suitable for the specific clients’

needs and circumstances of the borrower.

In addition, the Company also will have professional back

end or collection and recovery systems in place using

qualified and approved third party collection houses

and agents. This will allow the Company to deal with any

arrears at the earliest possible stage and if the arrears

become problematic, it can engage the services of

experienced collectors and recovery services to take the

required action to enforce repayment.

Health and Safety

The Board as a whole is responsible for monitoring corporate

risk assessment processes and this is not delegated to a

subcommittee. Staying safe, keeping others safe, and being

corporately responsible are fundamental to the Company.

The Board is committed to ensuring a high quality, safe

and healthy environment for all of the people who work at

the Company, its visitors and partners. This means that the

Company makes the safety and wellbeing of the Company’s

employees and contractors a top priority.

People safety is a key priority, and an essential component to

everything the Company does. The Company is committed to

developing, improving and reinforcing its safety culture. The key

to this is improving leadership capacity and simplifying tools

and systems. Paragraph 2.3.3 of the Board Charter describes

how the Company manages its health and safety risks.

The Board receives monthly reports on the health and safety

performance, including performance against plan and near

miss reporting.

The Company seeks to provide a healthy and safe workplace

with a KPI goal of zero serious harm accidents and incidents

per month across all sites of the NZAI Group. This was

Achieved with Zero harm during the FY21 period The Company

strives to create an environment where employees report ALL

near miss accidents and incidents, however minor, with the

objective to identify potential harm and promote continuous

improvement.

Vehicles are the biggest risk area for our staff. This includes risks

associated with vehicle movements at our dealerships as well as

in our logistics and vehicle processing Hub.

NZAI engages a third party specialist to perform health and

safety reviews. These reports are focused on the identification

of site hazards with recommendations of appropriate corrective

actions to ensure staff are working in a safe environment and all

relevant compliance is adhered to.

All Staff are provided with the company handbook which

contains the risk management policy, the health and safety

policy and guidelines for keeping safe while at work, staff are

required to read and confirm that they have received this.

PRINCIPLE 7: AUDITORS

For the year ended 31 March 2021, Grant Thornton was the

external auditor of the Company.

The Audit, Finance and Risk Management Committee monitors

the ongoing independence, quality and performance of the

external auditors and audit partner rotation. The Audit, Finance

and Risk Management Committee Charter establishes a

framework for the Company’s relationship with its external

auditors in accordance with Recommendation 7.1 of the Code.

The Committee pre-approves any non-audit work undertaken

by Grant Thornton. The non-audit services provided to the

Company by Grant Thronton in the year ended 31 March 2021

are set out in the Company’s 2021 annual report. Those services

were provided in accordance with the Company’s Audit,

Finance and Risk Management Committee Charter and were

assessed by the Committee as not affecting Grant Thornton’s

independence.

The fees paid for audit services in FY21 is identified on page 53

of the Company’s 2021 annual report. The external auditors will

attend the 2021 Annual Shareholders’ Meeting.

Given the size of NZAI, the company does not have an internal

audit function. Through the normal operations of the company a

number of internal controls are embedded within the business

including but not limited to; risk management, information

systems, security, health and safety, conflicts of interest and

prevention and detection of fraud.

PRINCIPLE 8: SHAREHOLDER RIGHTS AND RELATIONS

The Company aims to promote open and regular communication

with shareholders and interested stakeholders. The Company

seeks to encourage effective participation at shareholder

meetings of the Company and distribute shareholder

communications in accordance with the NZX Listing Rules and

any relevant legislation.

The Company uses a variety of channels and technologies

to keep its shareholders informed and to allow access to

information, including market announcements through NZX, the

Company’s share registry, the Company’s website, shareholder

roadshows, annual reports and annual meetings of shareholders.

The Company also provides options for its shareholders to

communicate with the Company and the Company’s share

registry electronically.

All market releases carry contact details for shareholders to

communicate with the Company. The Company responds to all

shareholder communications within a reasonable timeframe.

Shareholders are actively encouraged to attend the annual

meeting and may raise matters for discussion at this event,

and vote on major decisions which affect the Company. Voting

is by poll, upholding the ‘one share, one vote’ philosophy.

Shareholders are also able to vote by proxy ahead of meetings

without having to physically attend those meetings.

Notices of annual or special meetings of the shareholders are

posted on the Company’s Website as soon as possible and at

least 20 working days prior to the meeting.

In addition to shareholders, the Company has a wide range of

stakeholders and maintains open channels of communication for

all audiences, including brokers, the investing community and

the New Zealand Shareholders’ Association, as well as its staff,

suppliers and customers.

The Company has a number of policies which uphold

stakeholder interests, including but not limited to the Continuous

Disclosure Policy and Financial Products Dealing Policy.


2021 statement of corporate governance

NZAI
7677

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Statutory Disclosures

NZAI
7879

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

All financial figures in this section of the Annual Report are in New Zealand Dollars except where indicated otherwise. References to

FY21 are to the financial year ended 31 March 2021. References to FY20 are to the Financial year ended 31 March 2020. NZAI Group

means NZ Automotive Investments Limited and its subsidiaries.

Shareholding

The total number of shares on issue was 45,554,500 fully paid ordinary shares. NZAI currently does not have any other classes of equity

securities on issue other than ordinary shares.


Statutory Disclosures

Substantial Product Holders

According to notices given under the Financial Markets Conduct Act 2013, the following persons were substantial product holders of

NZAI as at 31 March 2021.


Director Number of ordinary shares in which relevant interest is held

Yusuke Sena 20,906,993

1

Eugene Williams 20,906,994

1

41,813,987

Substantial product holder Shareholding %Number of ordinary shares in which relevant interest is held

Yusuke Sena 45.9% 20,906,993

1


Eugene Williams45.9% 20,906,994

1

91.8% 41,813,987

Directors’ Shareholdings

Shares in the company in which each director had a relevant interest at 31 March 2021.


1

Tracy Rowsell is the sole director and shareholder of TLR Williams Trustee Company Limited and TLR (Sena) Trustee Service No.2

Limited (both of which are independent trustee companies with no beneficial interest) and has the power to exercise, or to control

the exercise of, a right to vote attached to 20% or more of the voting products in each of TLR Williams Trustee Company Limited and

TLR (Sena) Trustee Service No.2 Limited. As a result, Tracy Rowsell has a relevant interest in each of TLR Williams Trustee Company

Limited’s and TLR (Sena) Trustee Service No.2’s jointly held NZAI Shares (41,813,987 Shares, or 91.8%).

The Williams Trustees and the Sena Trustees have reached an understanding in respect of the potential sell down of shares which each

of them respectively hold and which are not subject to, or are to be released from, the escrow obligations referred to below. As a result,

Eugene Williams and TLR Williams Trustee Company Limited as trustees of the E & Co Trust have a relevant interest in 55% of the

Shares (11,498,846) held by David (Yusaka) Sena and TLR (Sena) Trustee Service No.2 and vice versa.

Escrow Arrangements

As at 30 April 2021 Yusake Sena and Eugene Williams held a total of 37,647,000 shares in escrow (18,823,500 each), representing 90%

of their respective initial shareholdings. A further 20% of shares was released from escrow on the 1st of April 2021 (8,366,000 shares in

total). The next 25% of shares will be released from escrow on the 31st of March 2022 and the final 45% of shares will be released from

escrow on the 31st of March 2023.


Top 20 Share holders

The names of the largest 20 holders of NZAI shares as at 30 April 2021 are listed below:

NameNumber of Shares held% of issued capital

1Eugene Williams & TLR Williams Trustee Company Limited (E & Co A/C) 20,906,994 45.9%

2Yusuke Sena & TLR (Sena) Trustee Service No 2 Limited (Sena Family A/C) 20,906,993 45.9%

3Douglas Culmer Hurst 1,000,000 2.2%

4New Zealand Depository Nominee Limited (A/C 1 Cash Account) 317,964 0.7%

5Ian Archibald Hurst & Gloria Faye Hurst (I A & G F A/C) 250,000 0.5%

6Custodial Services Limited (A/C 4) 247,475 0.5%

7Aneil Balar 174,725 0.4%

8Jonathan Michael Alan Purdey & Martin James Blockley & Withers Tsang

And Co Trustees Limited (The Nicsam A/C)

170,000 0.4%

9Nicholas David Sandlant 150,000 0.3%

10Andrew Colin Beagley 100,000 0.2%

10Greg Antony Anderson & Nicola Marie Anderson (The Orange A/C) 100,000 0.2%

10Mark Andrew Grant Cahill 100,000 0.2%

10Philip Bowman 100,000 0.2%

10Simon William Pervan & Jane Pervan (S&J Pervan Family A/C) 100,000 0.2%

10Xu Xiao 100,000 0.2%

16Yohei Mikawa 87,961 0.2%

17Neil Bruce Saunders 85,575 0.2%

18Anton Dion Labrooy 80,000 0.2%

19Forsyth Barr Custodians Limited (1-Custody) 70,000 0.2%

20Avinen Naidu 50,000 0.1%

Total top 20 Holders 45,097,687 99.0%

Remaining Holders

456,813 1.0%

Total Shares on Issue 45,554,500 100%

Forsyth Barr Custodians holds 4,166,987 shares on behalf of Eugene Williams and Yusuke Sena. For the purposes of this disclosure

these shares have been included in the holdings of Eugene Williams and Yusuke Sena set out in the table above.

Voting rights

NZAI has a single class of share. All shares carry equal voting rights at a meeting of the shareholders.


Share buy-backs

There is no current share buy-back programme for NZAI shares.

NZAI
8081

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Share dealings of directors during the financial period.

Directors disclosed under section 148(2) of the Companies Act 1993 the following disposals of relevant interests in NZAI shares during

FY21. All of the transactions were on-market disposals.



Registered holderDate of DisposalConsideration

per share (NZD)

Number of

shares

Yusuke Sena & TLR (Sena)

Trustee Service No 2 Limited

(Sena Family A/C)

05 March 20211.26 656

08 March 20211.20 2,168

09 March 20211.21 450

11 March 20211.24 2,104

12 March 20211.24 445

15 March 20211.24 814

16 March 20211.23 505

17 March 20211.23 529

18 March 20211.21 60

19 March 20211.18 106

22 March 20211.17 170

8,007

Eugene Williams & TLR Williams

Trustee Company Limited (E & Co A/C)

05 March 20211.26 655

08 March 20211.20 2,169

09 March 20211.21 450

11 March 20211.24 2,105

12 March 20211.24 445

15 March 20211.24 814

16 March 20211.23 504

17 March 20211.23 530

18 March 20211.21 59

19 March 20211.18 106

22 March 20211.17 169

8,006

Statutory Disclosures (continued)

Director / EntityRelationshipNotes

Karl Smith

H4G Group Limited (T/A VetNZ)Director

CWF Hamilton & Co Limited (T/A HamiltonJet)Director

FortHill Property LimitedDirector

Halls Transport LimitedDirector Resigned 6 April 2021

Trilogy Property Partners LimitedDirector

Atlantic Marriner LimitedDirector

Trilogy TrustTrustee

The Voyager TrustTrustee

Eugene Williams

NZ Motor Finance LimitedDirector

2 Cheap Rental Cars Limited Director

2 Cheap Cars LimitedDirector

2CC International LimitedDirector

2CC Holdings LimitedDirector / Shareholder

Yusuke Sena

NZ Motor Finance LimitedDirector

2 Cheap Rental Cars Limited Director

2 Cheap Cars LimitedDirector

2CC International LimitedDirector

Car Plus KKDirector

Michele Kernahan

Halls Group LimitedManaging Director Resigned 7 April 2021

Timmich Trustees Limited Shareholder/Director

Timmich LimitedDirector

Glenveagh LimitedDirector/Shareholder

Charles Bolt

Whanganui College Board of TrusteesTrustee

Whanganui Collegiate School Museum TrustTrustee

Tracy Rowsell

BDO AucklandPartnerProvides services to NZAI

BDO New Zealand LimitedShareholder

A Horrocks Trustee Company Limited DirectorCorporate Trustee Company

ADW Hitchcock Trustee Co LimitedDirectorCorporate Trustee Company

ADW Nakedbus Trustee LimitedDirectorCorporate Trustee Company

BW Property LimitedDirectorCorporate Trustee Company

NEBL Trustee Limited DirectorCorporate Trustee Company

R Bradshaw Trustee Company LimitedDirectorCorporate Trustee Company

RJ Horrocks Trustee Company LimitedDirectorCorporate Trustee Company

Straad Nominees Limited (Removed March 2021)DirectorCorporate Trustee Company

TLR (Sena) Trustee Service No. 1 Limited DirectorCorporate Trustee Company

TLR (Sena) Trustee Service No. 2 LimitedDirectorCorporate Trustee Company

TLR Anderson Trustee Company LimitedDirectorCorporate Trustee Company

TLR Chhana Trustee Company Limited DirectorCorporate Trustee Company

TLR Hemingford Trustee Co Limited DirectorCorporate Trustee Company

TLR Ja Trustee Company LimitedDirectorCorporate Trustee Company

TLR Lyndon Trustee Company LimitedDirectorCorporate Trustee Company

TLR Moore Trustee Company LimitedDirectorCorporate Trustee Company

TLR Robertson Trustee Company Limited DirectorCorporate Trustee Company

TLR Rolex Trustee Company LimitedDirectorCorporate Trustee Company

TLR Skilton Trustee Company LimitedDirectorCorporate Trustee Company

TLR Wallace Bremner Trustee Company LimitedDirectorCorporate Trustee Company

TLR Wallace Trustee Company LimitedDirectorCorporate Trustee Company

TLR Williams Trustee Company LimitedDirectorCorporate Trustee Company

Two Lamps Trustee LimitedDirectorCorporate Trustee Company

TLR Stacs Trustee LimitedDirectorCorporate Trustee Company

TLR Tohill Trustee Company LimitedDirectorCorporate Trustee Company

TLR Peat Trustee Company LimitedDirectorCorporate Trustee Company

Disclosure of Directors’ interests

NZAI maintains an interests register in accordance with the Companies Act 1993. The following are particulars of general disclosures of

interest by directors holding office as at 31 March 2021 under section 140(2) of the Companies Act 1993. The director will be regarded

as interested as any and all transactions between the company or and any of its subsidiaries with the disclosed entity.


In addition to the information set out below, the following other interests were disclosed in the Company’s interests register:

the authorisation of directors’ remuneration; and the entry into directors and officers liability insurance policies.

NZAI
8283

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

CEO Remuneration

The review and approval of the CEO’s remuneration is the responsibility of the Board. The CEO’s remuneration comprises a fixed base

salary, benefits and a variable short term incentive bonus, payable annually. The establishment of a long term incentive plan is being

considered by the board. The CEO’s base salary is $350,000. The variable short term bonus is an amount up to 30% of the fixed base

salary and is paid against performance targets agreed annually at the start of the financial year.


Shareholder information as at 30 April 2021

The total number of issued ordinary shares in NZAI at 30 April 2021 was 45,554,500 (unchanged from 31 March 2021).



Spread of Ordinary Shareholders as at 30 April 2021

RangeNumber of holdersShares% of Holders% of Shares

1 to 100015 14,300 19%0%

1001 to 500021 70,607 27%0%

5001 to 10,00011 105,918 14%0%

10,001 to 100,00022 1,169,524 28%3%

100,000 and over10 44,194,151 13%97%

Totals79 45,554,500 100%100%

Share Options

There were no issued share options in NZAI as of 31 March 2021.


Statutory Disclosures (continued)

Director’s Remuneration

Directors Remuneration

The total remuneration pool available for directors is fixed by shareholders. The board determines the level of remuneration paid to

directors from the approved collective pool. Directors also receive reimbursement for reasonable travel, accommodation and other

expenses incurred by them in connection with their attendance at meetings or otherwise in connection with the company’s business.

The annual fee pool is $650,000 per annum, as approved by shareholders prior to listing.

DirectorDirector’s feesSalaryOther BenefitsSubtotal

Karl Smith 55,018 55,018

Yusuke Sena 309,231 9,275 318,506

Eugene Williams 309,231 9,275 318,506

Charles Bolt 22,000 22,000

Tracy Rowsell 22,500 22,500

Michele Kernahan 9,750 9,750

David Page 6,595 6,595

Total 115,863 618,462 18,550 752,876

The board was appointed during FY21, therefore no comparative information for the prior period is provided. David Page was initially

appointed during FY21 but subsequently resigned when appointed to the position of CEO of NZAI. Tracy Rowsell is a partner in the

advisory firm BDO. During the financial year BDO received $260,760 in fees for consultancy services provided to the company from

various divisions within that firm.

Director’s Insurance

In accordance with the Companies Act 1993, NZAI has taken out an insurance policy to insure its directors and officers against

potential liabilities and costs incurred in any proceeding, except to the extend prohibited by law.


Employee Remuneration

The following table shows the number of current and former employees of the NZAI group, not being directors of NZAI who received

remuneration and other benefits in their capacity as employees during FY21 the value of which exceeded $100,000.



Remuneration RangeNumber Of Employees

100,000 to 109,9995

120,000 to 129,9993

130,000 to 139,9991

160,000 to 169,9991

200,000 to 209,9991

Total11

The table includes remuneration received by the CEO and CFO, who joined the company part way through the year.


Board Remuneration per annum

Chairman of the Board$150,000

Non Executive Director$60,000

Board Committee Chair$12,000

Board Committee Member$6,000

NZAI
8485

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Company information

The people listed below held office as directors of NZAI’s six subsidiaries as at 31 March 2021


SubsidiaryJurisdictionDirectorsCeased Directors

2 Cheap Rental Cars LimitedNew ZealandYusuke Sena-

(Ceased Trading)Eugene Williams-

2 Cheap Cars LimitedNew ZealandYusuke Sena-

Eugene Williams-

NZ Motor Finance Limited New ZealandMartin Blockley-

Yusuke Sena-

Eugene Williams-

2CC International LimitedNew ZealandYusuke Sena-

Eugene Williams-

Car Plus KKJapanYusuke Sena-

2 Cheap Cars CanadaCanada-Yusuke Sena

(Ceased Trading)-Eugene Williams

NZX Waivers

No waivers were granted by NZX or relied on by the Company during FY21.


Exercise Of NZX Disciplinary Powers

The NZX did not take any disciplinary action against the Company during FY21. In particular, there was no exercise of powers by NZX

under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to the Company.


Donations

No Donations were made during FY21.


Credit Rating

NZAI, nor any of its subsidiaries has a credit rating.


Diversity Statistics

The NZAI group has a diverse board, workforce and management team.


As the company was listed in February 2021 no prior year diversity statistics are provided.


MaleFemale

Directors

42

Officers

3-

Leadership Team

33

Statutory Disclosures (continued)

2 Cheap Cars vehicle processing hub.

NZAI
8687

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

Registered Office

BDO Auckland

Level 4, 4 Graham Street

Auckland, 1010, New Zealand

Head Office

17 Levene Place

Mt Wellington

Auckland 1060

Directors

Karl Smith - Chair (appointed 10 September 2020)

Yusuke Sena

Eugene Williams

Charles Bolt (appointed 17 December 2020)

Tracy Rowsell (appointed 01 December 2020)

David Page (appointed 28 September 2020, resigned 11 December 2020)

Michele Kernahan (appointed 15 February 2021)

Officers of the Company

David Page Chief Executive Officer

Haydn Marks Chief Financial Officer

Martin Blockley Managing Director, NZ Motor Finance

David (Yusuke) Sena Executive Director, Co-founder

Eugene Williams Executive Director, Co-founder

Bankers

ASB Bank

Solicitors

Lowndes Jordan

Advisors

BDO Auckland

Auditors

Grant Thornton New Zealand Limited

Auckland

Share Register

Computershare

CoMPANY Directory

Helping

Kiwis Afford

Great Cars

88
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021

New Zealand Automotive Investments Limited

17 Levene Place

Mt Wellington

Auckland 1060

Ph: 09 869 3330

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.