2 Cheap Cars Group Limited logo

Annual Report 2022

Annual Report27 June 20222CCFinancials

NZAI
1

NZAI
23

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Who We Are

Key Metrics

FY22 in Review

The Board

Strategy

Supply Chain

A Spotlight on Hybrid and Electric Vehicles

Financial Summary

Financial Statements

Statement of Corporate Governance

Statutory Disclosures


Corporate Directory


4

6

8

12

14

16

19

20

29

67

77

86

This Annual Report is dated 27 June 2022

and is signed on behalf of the Board by:

Charles Bolt

Interim Chair, NZ Automotive Investments Limited

Tracy Rowsell

Director, NZ Automotive Investments Limited

CONTENTS

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Cover: 2 Cheap Cars Hamilton dealership

Inside front cover: 2 Cheap Cars top selling vehicle in FY22, Toyota Aqua Hybrid

NZAI
45

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

2 Cheap Cars locations

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 division is one of the largest

used vehicle retailers in New Zealand with 13

dealerships across the country. 2 Cheap Cars has

sold on average 9,036 cars annually over the past

three years and was responsible for approximately

6.7 percent of all used car import sales in

New Zealand in FY22.

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.

Our vehicle finance division operates under the

“NZ Motor Finance” brand. It originates loans both

from external partners and from cross-selling to

automotive retail customers, which allows NZ Motor

Finance to grow its finance book with minimal

acquisition and administrative costs.

7,882

Cars sold in FY22

87(FTE)

Employees

13

Dealerships Nationwide

16%

Digital Sales

~24

Days average time from car

arriving at a lot to sale FY22

32%

Finance demand from NZAI

retail customers in FY22

$

Auckland (7)

Hamilton

Palmerston North

Tauranga

Napier / Hastings

Wellington

Christchurch

NZAI
67

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

KEY MEtrics

$

1.7m

UNDERLYING NPAT

1

down 55.7%

3.1CPS

FULL YEAR DIVIDEND

Final gross dividend of 0.88

cps to be paid in June 2022

down 18.9% ($0.6m)

2.6 m

NPAT

$

0.6m

NET OPERATING

CASHFLOW ex LENDING

down ($6.8M)

$

66.0m

REVENUE & INCOME

down 0.3%

1

Underlying NPAT is a non-IFRS measure and excludes the net consideration from rearrangement of leases.

2 Cheap Cars Botany dealership

NZAI
89

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

FY22 IN REVIEW

The last financial year was a difficult one for the business with the Covid 19

restrictions having a greater impact than in FY2021, meaning our dealership

network was restricted from fully operating for a total of 108 days.

The reduced ability to trade during the lockdowns and pandemic-related

uncertainty impacted buyer behaviour, whilst the Omicron outbreak in January

and February 2022 meant more stringent self-isolation with the business not

experiencing the same level of bounce back in sales previously experienced

after the first lockdown in 2021.

The August lockdown provided an opportunity for

the Company to review stock and process vehicles,

freeing up future capacity. While the decision to bring

this initiative forward was made to improve processing

capacity and to enable a stock clearance strategy

ahead of the move to new premises, it did absorb more

time and incurred more cost to resolve than had been

anticipated.

As a consequence of the lower volume of vehicle sales

and the new CCCFA lending standards, 2 Cheap

Cars’ finance and insurance income was impacted in

the second half of the year. The changes to lending

standards made it more difficult for some customers to

access consumer finance, and also increased the time

for our third party providers to process applications.

The second half of the year was also impacted by an

unexpected strengthening of the New Zealand dollar

against the Japanese Yen. This affected the Company’s

foreign exchange hedge position with respect to

committed inventory purchases, across the FY22 balance

date, resulting in an adverse impact on net profit after

tax.

Group Financial Results and Dividend

The rearrangement of the Company’s leases associated

with the shift of the vehicle processing Hub from Mt

Wellington to Onehunga realised a one off gain of $0.9

million, resulting in a reported NPAT of $2.6 million.

Underlying NPAT was $1.7 million.

Net operating cashflow, excluding NZ Motor Finance

lending decreased by $6.8 million in FY22 due to the

timing of inventory purchases, in particular a prepaid

vehicle shipment of $3.2 million at the end of March 2022.

NZAI’s balance sheet remained solid, with $3.8 million in

cash and net debt of $8 million as at 31 March 2022.

The Company’s dividend policy is to target a payout

ratio of between 50% and 60% of underlying NPAT. The

Board declared a final dividend for the financial year of

0.88 cents per share which, combined with the interim

dividend of 2.22 cents per share, delivered a total gross

dividend per share of 3.1 cents for FY22.

Results by Division

Automotive Retail

The Covid 19 restrictions meant that the business was

restricted from fully operating for a total of 108 days, or

30% of the year, with 63 of the impacted days falling

in the second half of the financial year. Accordingly,

revenue decreased by 2.1% to $63.4 million. The

business sold 7,882 vehicles, being 325 less than last

year. The reduction in the number of vehicles sold was

primarily offset by the ability to increase selling prices.

In the first half of the year the business purchased a

greater number of vehicles than in the prior comparative

period as part of a plan to build stock ahead of shipping

and logistics challenges and potential stock shortages.

The purchase price of these vehicles increased on

average by almost 15% - a reflection of macroeconomic

factors including a reduced supply of new vehicles

globally. The increased global demand, combined with

regulatory changes in New Zealand, requiring better

quality, has resulted in higher prices for used vehicles.

As foreshadowed in last year’s Annual Report,

demand for electric and hybrid electric vehicles (EV/

HEV) has continued to increase, with these types of

vehicles accounting for 27% of all sales in FY22. The

Company increased its inventory of EV/HEVs to meet

the anticipated increase in demand as a result of the

Government’s Clean Car Discount Scheme, increasing

petrol and diesel prices, and the consequent consumer

demand for these types of vehicles.

Move to New Vehicle Processing Facility

As part of a strategy to take advantage of the Company’s

vertical integration, the Company moved into an

expanded vehicle processing Hub in Onehunga, also

investing in equipment and processes to optimise flow

and output. This move will set the business up for greater

vehicle processing capacity to position the business for

sales growth, while providing greater amenity and a safer

and more pleasant working environment for employees

and contractors.

Digital Marketing

A further strategic initiative was the introduction of click

and collect functionality to the Company’s website which

was developed on the back of the 2020 lockdowns. This

innovation resulted in 39% of all vehicle sales during the

lockdown period being completed through the click and

collect channel, and 16% of all vehicle sales over the

whole financial year were completed this way.

Automotive Finance

NZ Motor Finance’s loan book grew from $3.8 million to

$6.8 million, an increase of 79%. As at 31 March 2022

NZ Motor Finance had 889 loans in place.

People and Culture

In April 2022, inaugural Chair Karl Smith and

Independent Director Michele Kernahan stepped

down from the Board. Tim Cook joined the Board as an

Independent Director and Charles Bolt was appointed as

the Interim Chair, having been an Independent Director

since listing. The Board is looking to appoint at least one

further Independent Director in the coming months.

The Board is working closely with management to review

the operating structure of the Group to ensure that the

business is positioned for growth, and that it has the right

skillsets that will be required to deliver on that strategy.

NZAI
1011

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

There is no doubt that the past year has seen many

challenges and disruptions resulting from the pandemic.

The Company is appreciative of its employees who have

remained focused on supporting the customers and each

other during this period, and has put in place a number

of strategies to lift engagement and attract and retain

talent.

Outlook

By achieving greater efficiencies in the relocated

vehicle processing Hub, and expanding the dealership

footprint and a significant uplift in sales and marketing

investment, the Company is well positioned for growth

and development.

In May 2022 the Government released its finalised

Emissions Reduction Plan, which confirms that e-mobility

will play a fundamental role in New Zealand’s emissions

reductions, targeting 30% of EVs on roads by 2035.

This includes a national charging infrastructure strategy,

a pilot clean car programme to scrap and replace old

vehicles, and an EV leasing programme for low income

households. These initiatives from the Government,

coupled with the increasing customer demand for more

fuel efficient and environmentally friendly vehicles in the

wake of increasing fuel prices, mean that the Company

will focus on the opportunities that these evolving

dynamics present.

The Board and Management remain of the view that

access to affordable, high quality vehicles is an essential

need in New Zealand. We will continue to find ways of

delivering on that vision in the changing landscape as we

help Kiwis afford great cars.

We would also like to thank our 3,000 shareholders for

their continuing support.

Charles Bolt

Interim Chair

David Page

Chief Executive Officer

Another happy customer from our Christchurch dealership

NZAI
1213

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Charles Bolt

INTERIM CHAIRPERSON, INDEPENDENT, NON EXECUTIVE 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 Head of Governance Services for Computershare NZ and

a member of the NZ Markets Disciplinary Tribunal. 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.

the board

Tim Cook

INDEPENDENT, NON EXECUTIVE DIRECTOR

Tim Cook joined NZ Automotive Investments as a Director in April

2022. Tim brings motor vehicle industry experience and was previously

a Director and Chair of Auckland City BMW, Mini and Rolls Royce

between 2008 and 2015. He was previously an Independent Director

of NZX listed companies including Charlie’s Group prior to the Asahi

takeover in 2011, Plexure and Good Spirits Hospitality. He continues

to hold a number of other directorships and is currently the Chair of

Medsector Advisers Limited, The Heart Group and MyWave.AI.

Eugene Williams

NON INDEPENDENT, 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 has responsibilities for sales and marketing. He has been a

Director of NZAI since its inception.

Tracy Rowsell

NON INDEPENDENT, NON EXECUTIVE, 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.

David (Yusuke) Sena

NON INDEPENDENT, EXECUTIVE DIRECTOR, CO-FOUNDER

David founded 2CC in 2011 with Eugene Williams. He has

responsibilities for procurement and supply chain aspects of the

Company. 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.

Current Board as of 22nd June 2022

2 Cheap Cars Botany Dealership

NZAI
1415

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

GROW COMPANY VALUE.

LEAD THE WAY.

Deliver the best

used cars.

Be a trusted brand

and partner.

strategy

Areas of focus and investment:



Actively increase supply of affordable EV & HEV’s.


Leverage our scale to drive efficiencies.


Areas of focus and investment:


• Automate internal processes.

•Execute on customer insights.


Areas of focus and investment:

• Increase finance penetration.


Implement digital application and fulfilment.

Areas of focus and investment:


Deepen connection with our 130,000 followers

on social media.

•Invest in customer care team.

•Uplift net promoter score from 4.33 to 4.5.

• Deliver customer value through partnerships.



Areas of focus and investment:

• Expansion of national dealership footprint.

• Upgrade and modernise physical dealerships.


Invest in brand / advertising.

By strengthening, leveraging, and growing our foundation to build a diversified

automotive group. We have recognised five strategic priorities to achieve this:

1

2

3

4

5

6

+

+

how we will achieve our goals

1.Expand supply chain

3.

OPTImis

e loan book

4.

improve digital

offering

Progress to date:

Expanded vehicle processing Hub

Expand national dealership footprint

Actively increased supply of afordable

EVs and HEV’s

Implement digital application with loan book

Refine end to end online buying process

Uplift net promoter score from 4.3 to 4.5

5. build brand and

cus

tomer experience

Helping Kiwis Afford Great Cars

OUR PURPOSE

Strategic Goals

Expand our HUB car processing to unlock growth.

2. Grow retail

dis

tribution platform

Refine full end-to-end online buying process.

NZAI
1617

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Supply Chain

Distribution to Yards:

•Vehicles are transported from the Hub to 2 Cheap

Cars’ 13 dealerships across the country.

Our Vehicle Processing Hub

New home for NZAI

Earlier this year we successfully relocated our Vehicle

Processing Hub and Head Office to new premises in

Onehunga. This was a strategic move to enable the

business to grow. The Company has also taken the

opportunity to invest in equipment and processes to

optimise flow and output.

What the vehicle processing Hub does

The Hub contains our Workshop, Grooming, Quality

Control, Photography and Dispatch functions, along with

offices for our customer care and administration teams.

Internal Checks

After receiving the internal certification from independent

compliance centres, vehicles are then transported to the

Hub where they undergo a further round of mechanical

checks by 2 Cheap Cars’ own mechanics to ensure

quality. A quality control team perform final checks.

In housing of services

As part of the set-up of the Hub, there are some services

that have been partly brought in-house. This includes:

grooming, a panel and paint team and a diagnostic

mechanic.

Dispatch and logistics

The Hub is more than 1.5 times the size of the previous

location and can store more vehicles for processing.

We are finding synergies within our processes and have

a smoother output flow, through the site, which has

increased capacity. This will play a part in our future

growth plans to expand our network.

The Hub is also a safer place for both our staff and

suppliers to work from, with dedicated areas for trucks

to move around the building. The operation is now

physically closer to more of our suppliers reducing lost

time in transit.

2

1

4

5

6

3

Independent

Compliance

Distribution

to Yard

Car Sold

Procurement

Logistics

and Import

Internal Check's

at the Vehicle

Processing Hub

Japan:

•Staff from NZAI’s Japanese subsidiary, Car Plus,

directly attend Japanese car auctions,

visually inspect stock, and select vehicles.

Logistics:


A Japanese local agent is responsible for the

logistics of bringing cars from the auction

house to New Zealand.

Car Sold:


In FY22 it took (on average) 24 days from the date

the car arrived on the yard for it to be sold.

Independent Compliance:


Upon arrival in New Zealand, each vehicle is

independently tested by a third party approved by

the New Zealand Transport Agency to ensure

it adheres to the country’s safety and environmental

standards. This process is known as entry

certification.

Processing Hub:

•Vehicles undergo servicing and a further round of

mechanical checks by 2 Cheap Cars’ own

mechanics to ensure quality.

•Third party contractors groom the cars


Quality Control team perform final checks and

ensure the vehicles are in good in condition for

customers.

Vehicle Processing Hub in Onehunga

NZAI
1819

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

A Spotlight on Hybrid AND

Electric Vehicles.

Market Dynamics continue to create demand for used

vehicles

The number of electric vehicles registered in

New Zealand grew by 66%

1

year on year to 34,513 in

FY22. During the same period, there were 121,334

1


hybrid petrol vehicles registered, representing an

increase of 44%.

The clean car feebate scheme came into effect on the

1st of April 2022. This, together with rising global fuel

costs, continues to positively impact the demand for EV/

HEV’s.

What is happening from a regulatory perspective?

In May 2022 the Government released its finalised

Emissions Reduction Plan, targeting 30% of EVs on

roads by 2035. This includes a national charging

infrastructure strategy, a programme to scrap and

replace old vehicles, and an EV leasing programme for

low income households.

Under the clean car feebate scheme, vehicles with lower

C02 emissions attract a rebate from the Government

and higher emission vehicles may attract a fee. Typically

hybrid and electric vehicles are favoured by these

schemes, given they generally emit less C02 per km

travelled.

These initiatives from the Government, coupled with

the increasing customer demand for more fuel efficient

and environmentally friendly vehicles have created

opportunities for NZAI.

How are we responding to the changes?

Sales of EV/HEV’s have almost doubled over the past

12 months, with EV/HEV sales representing 27% of all

2 Cheap Cars’ vehicles sold, rising to 37% in the last

quarter of FY22.

However, hybrid vehicles will be more dominant in our

market segment over next few years. We have over ten

different models currently available for sale to our

New Zealand customers.

The Three A’s for helping Kiwi’s make the switch to

Electric vehicles:

Availability: 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.

1

Source: Ministry of Transport electric vehicle registrations (March 2021 to March 2022)

NZAI
2021

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Financial summary

Operating Revenue

NZAI operates two divisions.

The automotive retail division’s revenue is primarily from the sale of motor vehicles and from agent commissions relating

to the sale of third-party finance and insurance products.

The vehicle finance division generates finance income from lending to customers who are financing motor vehicles

and from selling guaranteed asset protection insurance and payment protection insurance products. Finance income

is either recognised as contractual income earned on loans at fair value through profit or loss or as finance income

received at amortised cost.

Changes in operating revenue

2022

$000

2021

$000

Change

%

Revenues from retail operations 63,046 64,362 (2.0%)

Finance Income from finance Business 1,185 1,004 18.0%

Other Income 1,725 759 127.3%

Total Revenue and income 65,956 66,125 (0.3%)

FY22 revenue and income

1

of $66.0m decreased by $0.2 million on FY21. Revenue from retail operations decreased by

2.0% to $63.0 million on the back of lower sales volumes impacted by Covid-19 related restrictions. The reduction in the

number of vehicles sold was offset by the ability to increase selling prices.

Finance income from the NZMF loan book was $1.2m in FY22, up 18% on FY21. Growth in finance income was driven by

increases in contractual income of 66%, off-set by a reduction in fair value gains on revaluation of the loan book and due

to a one-off commission received in FY21 which was not received in FY22.

Other income of $1.7m was made up of a one off cash gain from the rearrangement of leases, the Government wage

subsidy and rent relief received from landlords in the face of the pandemic.

Motor vehicle sales

20222021Change%Mix%

Petrol Vehicles 5,785 7,134 (18.9%)73%

EV / HEV Vehicles 2,097 1,073 95.4%27%

Total vehicles sold 7,882 8,207 (4.0%)100%

Sales of EV/HEV vehicles almost doubled in FY22 to 27% of total sales. In the last quarter of the year this grew to 37% of

all sales, up from 21% at the same time last year.

Sales of EV/HEVs nearly double

2 Cheap Cars Hybrid / Electric Growth

20%

6%

21%

8%

29%

15%

37%

FY21

FY22

21%

Q1Q2Q3Q4

1

includes government wage subsidy received of $0.3m

EV/HEV Sales Mix

NZAI
2223

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

NZMF grew its loan book by 79% in FY22, an increase from $3.8m to $6.8m as at 31 March 2022. The number of loans

totalled 889.

Approximately 32% of 2 Cheap Cars’ customers required vehicle finance in FY22. Selective lending to NZMFs’ customer

base has continued, and the business has seen 0.05% of loans written off in FY22.

Growth in NZMF loan book:

2022

$000

2021

$000

Change

%

$ Value of Loan Book

6,824 3,803 79.4%

Number of Active Loans 889 461 92.8%

NZMF Use of Funds

NZAI increased it’s bank debt facility to $6.0m, with the ability to increase it further by $4m. NZMF had $2.2m of funding

available for new loans as at 31 March 2022.

8.3

0.2

(6.9)

1.0

2.2

NZD m


Financing raisedWorking CapitalUsed for LendingNew FundingAvailable

FInancial summARY (CONTINUED)

Summary of financial results

2022

$000

2021

$000

Change

%

Revenue and income 64,231 65,366 (1.7%)

Sundry income 1,725 759 127.2%

Total revenue and income 65,956 66,125 (0.3%)

Other operating expenses 60,556 58,368 3.7%

Net interest 425 399 6.5%

Depreciation & amortisation 1,779 1,972 (9.8%)

Cost to list Company- 695 (100.0%)

Total operating expenses (excluding listing costs) 62,760 61,435 2.2%

Earnings before taxation 3,196 4,690 (31.9%)

Earnings before tax margin4.8%7.1%-31.7%

Taxation 602 1,492 (59.7%)

Net profit after tax 2,594 3,199 (18.9%)

Earnings before taxation 3,196 4,691 (31.9%)

Net consideration from re-assignment of leases(885)-N/A

Cost to list Company- 695 (100.0%)

Underlying earnings before taxation 2,311 5,386 (57.1%)

Net profit after tax2,5943,199(18.9%)

One off items net of tax(899)626 (233.1%)

Underlying net profit after tax 1,695 3,824 (55.7%)

Underlying net profit after tax margin2.6%5.8% (55.6%)

Revenue and income was $66.0m, down (0.3%) on FY21.

Operating costs, including cost of sales, increased by 3.7%. This was caused by the increased cost to procure vehicles

from Japan, the cost of reducing the age of inventory and the costs associated of being a listed Company, which were

reflected for only part of the year in FY21.

Net profit after tax (NPAT) declined year on year by ($0.6m) to $2.6m. This included a one off gain of $0.9m of net

income (net of tax) received in respect of the re-arrangement of leases. Underlying NPAT

2

was $1.7m, down ($2.1m)

against last year and resulted in a decrease in the underling net profit after tax margin to 2.6%.

Agent commissions received from finance and insurance products were impacted in the second half of the year due

to changes to lending standards, introduced by the Government, which made it more difficult for some customers to

access consumer finance. The second half of the year was also impacted by an unexpected strengthening of the New

Zealand dollar against the Japanese Yen. This affected the Company’s foreign exchange hedge position with respect to

committed inventory purchases, across the FY22 balance date, resulting in an adverse impact on net profit after tax.

The underlying earnings per share were 3.7 cents for FY22.

2

Excludes one off net gain from the rearrangement of leases and transaction costs to list the Company

on NZX in FY21 (Underlying NPAT and underlying EBITDA are non-IFRS measures)

NZAI
2425

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Earnings before interest, taxation, depreciation and amortisation

2022

$000

2021

$000

Change

%

Earnings before taxation 3,196 4,691 (31.9%)

Net consideration from re-assignment of leases(885) -

Cost to list Company - 695

Underlying earnings before taxation 2,311 5,386 (57.1%)

Interest expense 425 399 6.5%

Underlying earnings before interest and taxation 2,736 5,785 (52.7%)

Depreciation & amortisation 1,779 1,972 (9.8%)

Underlying earnings before interest, taxation, depreciation and amortisation 4,515 7,757 (41.8%)

Underlying EBITDA margin6.8%11.7% (41.7%)

Underlying EBITDA

2

including finance income decreased from $7.8 million in FY21 to $4.5 million in FY22. The effects of

Covid-19, the reduction of the age of inventory as well as additional corporate costs associated with becoming a listed

Company, contributed to the $3.2 million reduction. As a result, the underlying EBITDA margin was reduced from 11.7%

in FY21 to 6.8% in FY22.

FInancial summARY (CONTINUED)

Cash flow summary

2022

$000

2021

$000

Change

%

Proceeds from sale of goods 65,068 64,471 0.9%

Payments to suppliers & employees(63,047) (55,169) 14.3%

Other operating activities(1,456) (1,917) (24.0%)

Underlying cash flows from retail operating activities 565 7,385 (92.3%)

Proceeds from loan receipts 3,514 2,123 65.5%

Advances to loan customers(6,576) (3,589) 83.2%

Cash flows from operating activities(2,497) 5,919 (142.2%)

Net purchase & proceeds of property, plant & equipment(414) (157) 163.8%

Investing cash flow(414) (157) 163.8%

Free cash flow(2,911) 5,762 (150.5%)

Net capital raised - 3,312 (100.0%)

Borrowing repaid 3,380 420 704.8%

Dividends paid(3,025) (1,078) 180.5%

Other financing activities(1,832) (1,911) (4.1%)

Cash flows from financing activities(1,477) 743 (299.0%)

Net cash flow(4,388) 6,505 (167.5%)

Effect of exchange rate(89) (12) 641.7%

Cash & cash equivalents 3,790 8,267 (54.2%)

NZAI received $65.1m from the sale of vehicles and related income from its 2 Cheap Cars retail business. Receipts were

up 0.9% on FY21.

Underlying operating cash inflows from retail operations and before loan book lending of $0.6m decreased by ($6.8m)

on the previous year due to the timing of inventory purchases, in particular a prepaid shipment of $3.2 million at the end

of March 2022.

NZMF lent $6.6m to customers and received $3.5m in proceeds from loan receipts.

The Group invested $0.4m in a new truck and plant and equipment to set up the new vehicle processing Hub.

NZAI finished FY22 with $3.8m in the bank.

NZAI
2627

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Explanation

The financial summary section should be read in conjunction with the consolidated financial statements and the related

notes contained within this report. This commentary may include information regarding plans and strategies that may

involve risk and uncertainties. All figures are in New Zealand Dollars (NZD) except where indicated. References to this

period or FY22 are to the year ended 31 March 2022. References to the prior period or to FY21 are for the 12-month

period ended 31 March 2021. Non-GAAP measures have been included as management believes they provide useful

information for readers of the Annual Report to assist in understanding the Company’s 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).

FInancial summARY (CONTINUED)

NZAI
2829

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Financial statements

For the Year Ended 31 March 2022

NZAI
3031

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Page

Independent auditors report

32

Consolidated Financial statements

- Statement of profit or loss and other comprehensive income

36

- Statement of changes in equity

37

- Statement of financial position

38

- Statement of cash flows

40

Notes to the consolidated 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

51

7. Determination of fair values

52

8. Finance expenses

53

9. Key operating expenses

53

10. Earnings per share

54

11. Dividends

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 financial instruments

59

19. Employee benefit liabilities

59

20. Income Tax

60

21. Imputation credits

61

Funding and Risk

22. Borrowings

61

23. Share capital

61

24. Share-Based payment arrangements

62

25. Related parties

62

26. Financial instruments

63

Non current assets

27 Property plant & equipment

65

Other

28 Notes supporting statement of cash flows

66

29 Contingent liabilities

66

30 Subsequent events

66

Consolidated FINANCIAL STATEMENTS

For the Year Ended 31 March 2022

NZAI
3233

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022



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

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 2022, 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 the Group as at 31 March 2022 and its consolidated financial performance and consolidated

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




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

Revenue recognition – NZ Automotive

Investments Ltd and Group

The Group has recognised revenue of $64m (FY

2021 : $ 65m) (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.

The re 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 projecting

the revenue listing by the model of the cars in a

scatter diagram and identifying outliers.

• Selected a sample of transactions and inspected

supporting documentation, cash received and

assessed whether all criteria related to revenue

recognition has been met before being

recognised 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.

Valuation of loan receivables with waiver

clauses – NZ Motor Finance Limited

Loan receivables have been classified into those

with waiver clauses and those without. The Group

has recognised loan receivables with waiver

clauses at fair value through profit of loss at $3.4m

(FY 2021: $3.0m) (Note 14). There was a fair

value gain on revaluation recognised through

profit or loss of $ 8k (FY 2021: $ 132k) (Note 4

and 14). Accounting policies relevant to loan

receivables have been disclosed under Note 3(d),

3(i), 7 and 14.


The Group has early adopted NZ IFRS 17

Insurance Contracts and applied the scope

exemption allowing them to measure the loan

receivables that include waiver clauses as

financial assets in their entirety at fair value

through profit or loss. Repayments of the loans

are recognised as reductions in carrying amount,

with any fair value gains or losses at each

reporting date recognised in profit or loss.

The determination of the fair value for loan

receivables with waiver clauses requires

management judgment and continuous

monitoring.

To address the risk associated with the valuation of the

waiver loan receivables at fair value through profit or loss,

the following audit procedures were carried out:

• Evaluated the design and operational

effectiveness of key controls related to valuation

of loan receivables, independent model

validation and approval.

• Reviewed the loan receivables measurements

policies for appropriateness and compliance with

relevant accounting standards and adequate

disclosures in the financial statements.

• Performed a review of the model prepared by

management’s expert to measure the loan

receivables at fair value by assessing it for

completeness and accuracy, reviewing the

underlying key assumptions (in cluding discount

rate, default provision rate, asset and income

waiver provision, etc) used by management. We

challenged the assumptions used for

reasonability and appropriateness, comparing

these to market benchmarks, with no evidence

of management bias identified from our

procedures.

NZAI
3435

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022





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.

Direct ors’ 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.

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: htt ps://www.xrb.govt.nz/assurance-standards/auditors-

responsibilities/audit-report -1/

Restriction on use of our report

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

that we might state to the Company’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 Company and the Company’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

29 May 2022

NZAI
3637

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Year Ended 31 March 2022

Consolidated Statement of Changes in Equity

For the Year Ended 31 March 2022

NoteMAR 2022

$’000

MAR 2021

$’000

Revenue

Revenue and income464,23165,366

Sundry income51,725759

Expenses

Cost of sales(51,680)(51,688)

Administration expenses(2,720)(2,032)

Advertising expenses(1,192)(1,201)

Depreciation expenses(1,779)(1,972)

Employee benefits(3,847)(2,806)

Finance expenses8(689)(413)

Property expenses (853)(627)

Operating Profit3,1965,386

Listing Costs-(695)

Profit before Income Tax3,1964,691

Income Tax Expense20(602)(1,492)

Profit for the period

2,5943,199

Other Comprehensive Income

Items that may be reclassified subsequently to profit or loss

Translation of foreign operations

(90)(86)

Total Other Comprehensive Income

(90)(86)

Total Comprehensive income for the Period2,5043,113

Earnings per share

$$

Basic earnings per share100.060.12

Diluted earnings per share100.060.12

Share

Capital

Retained

Earnings

Foreign

Currency

Translation

Reserve

Amalgamation

Reserve

Total

attributable to

equity holders

of Parent

Non-

Controlling

Interests

Total Equity/

(Accumulated

Losses)

$’000$'000$'000$'000$'000$'000$'000

Balance as at 1 April 2020

15,44210,06191(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 39,34412,2205(35,956)15,613-15,613

Balance at 1 April 2021

39,34412,2205(35,956)15,613-15,613

Profit for the Period-2,594--2,594-2,594

Translation of Foreign Operations--(90)-(90)-(90)

Total Comprehensive Income

for the Period

-2,594(90)-2,504-2,504

Share options recognised at fair

value net of options lapsed

21---21-21

Dividends paid -(3,025)--(3,025)-(3,025)

Total transactions with owners

of the Group

21(3,025)--(3,004)-(3,004)

Balance at 31 March 2022 39,36511,789(85)(35,956)15,113-15,113

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 2022

NoteMAR 2022

$’000

MAR 2021

$’000

Equity

Share Capital2339,36539,344

Amalgamation Reserve(35,956)(35,956)

Foreign Currency Translation Reserve(85)5

Retained Earnings11,78912,220

Total Equity15,11315,613

Current Liabilities

Trade and Other Payables161,8902,095

Employee Benefit liabilities19933871

Borrowings2211,8008,420

Income tax Payable-724

Derivative financial liabilities1841443

Related Party Payable251020

Lease liability171,4841,600

Other Current Liabilities12635

Total Current Liabilities16,65713,808

Non-Current Liabilities

Lease Liability175,8335,003

Total Non-Current Liabilities5,8335,003

Total Equity and Liabilities37,60334,424

Consolidated Statement of Financial Position

As At 31 March 2022

Consolidated Statement of Financial Position (continued)

As at 31 March 2022

NoteMAR 2022

$’000

MAR 2021

$’000

Current assets

Cash and cash equivalents123,7908,267

Trade and other receivables154,8652,559

Income tax receivable288-

Loans receivable142,9541,591

Inventories1313,00811,892

Total current assets24,90524,309

Non-current assets

Plant, property and equipment271,3351,176

Intangible assets44

Loans receivable143,8702,212

Deferred tax asset20433477

Right-of-use assets177,0566,246

Total non-current assets12,69810,115

Total assets37,60334,424

Approved on behalf of the Board on 29th May 2022

Charles Bolt

Director

Date 29 May 2022

Tracey Rowsell

Director

Date 29 May 2022

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 2022

Consolidated Statement of Cash Flows

For the Year Ended 31 March 2022

The accompanying notes form part of these consolidated financial statements

MAR 2022

$’000

MAR 2021

$’000

Cash Flows from Operating Activities

Cash receipts from customers65,06864,471

Government Grants Received351600

Cash paid to suppliers and employees(63,047)(55,169)

Interest received2614

Interest paid - retail operations(263)(165)

Tax paid(1,570)(2,366)

Net cash inflow from operating activities before Changes in

Operating Assets and Liabilities

5657,385

Loan receivables advanced(6,576)(3,589)

Proceeds from loan receivables3,5142,123

Net cash inflow / (outflow) from operating activities(2,497)5,919

Cash Flows from Financing Activities

Proceeds from sale of property, plant and equipment24219

Purchase of property, plant and equipment(656)(176)

Net cash outflow from investing activities(414)(157)

Cash flows from financing activities



Dividend paid(3,025)(1,078)

Repayments from related parties-4

Interest paid - finance operations(187)(234)

Principal elements of lease payments(1,645)(1,682)

Capital Raise-3,555

Cost of capital raise-(243)

Trade finance advance3,380420

Net cash inflow / (outflow) from financing activities(1,477)742

Net increase/(decrease) in cash and cash equivalents(4,388)6,504

Cash and cash equivalents at beginning of period8,2671,775

Effect of exchange rate(89)(12)

Cash and cash equivalents at end of period3,7908,267

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022

1. Reporting entity

NZ Automotive Investments 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

2022 comprise the Company and its subsidiaries:

2 Cheap Cars Limited, NZ Motor Finance Limited, 2CC

International Limited, 2 Cheap Rental Cars Limited and Car

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

2. Basis of preparation

(a) Statement of compliance

These 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.

These financial statements comply with New Zealand

equivalents of International Financial Reporting Standards

(NZ IFRS). As such, they 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 Group’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

The COVID-19 pandemic has continued to disrupt

economic activity in New Zealand through out FY2022

due to Government introduced restrictions, put in place to

reduce the spread of the virus compounded by reduced

consumer spending due to unwillingness to attend retail

settings.

Demand for used cars in New Zealand was strong in the

lead up to the lockdown commencing 17 August 2021. The

business was performing solidly to this point and ahead of

the same Covid-affected period last year. On 17 August

2021 due to the Covid-19 alert system in New Zealand

having moved to level 4, all twelve 2 Cheap Cars Limited

dealerships and the Company’s car processing Hub in

Auckland closed for a period of time. The business was

able to trade, but only on a limited basis through online

channels during any move to alert level 3 and then on a

more complete basis when regions out of Auckland moved

to level 2.

The Group enacted a COVID recovery plan, which

included negotiating an extension to trade finance

contracts in order to conserve cash during the period. All

measures were taken to ensure staff were safe and still

being paid. Rent relief was sought and other cost saving

measures were implemented during this time. The Group

did not experience any significant issues with regards to

finance customers meeting debt repayment obligations

and there are no significant uncertain estimates or unusual

provisions at balance date.

Towards the end of the financial period, particularly in

the final quarter, when the Omicron COVID-19 wave was

affecting New Zealand, there was a economic impact

which affected the demand for used motor vehicles in New

Zealand, due to less active customers in the retail setting.

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

is not expected to impact the Group’s ability to continue

operating as a going concern. The main drivers of this

conclusion are due to the business‘ past performance of

navigating COVID disruptions and due to the fact that the

Government has implemented the new COVID response

plan, with high population vaccination rates and the

introduction of the traffic light system which is expected to

see retail business less affected by restrictive lockdowns

moving forward. The group is maintaining a conservative

cash balance to assist in the event of further restrictive

lockdowns.

Based on these factors, the Directors consider that the

Group is a going concern and the consolidated 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.

NZAI
4243

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

(f) Changes in accounting policies

None during the period.

(g) Changes in accounting estimates

During the period the group updated its accounting

treatment with regards to depreciation of fixed assets,

previously utilising the diminishing value methodology, and

switching to the Straight line method going forward. The

effective date of this change is 1 April 2021. The Accounting

Treatment has therefore been applied prospectively from

this date. The Interim financial statements for the six month

period ended 30 September 2021 will therefore be restated

in the next appropriate reporting period following the

updated methodology. Refer to Note 27 for the financial

impact of this change.

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(f) and (g) above.

Details of the Group’s significant accounting policies are

provided below.

NameCountry of incorporation and

principal place of business

Proportion of

ownership interest

Mar 2022Mar 2021

2 Cheap Cars LimitedNew Zealand100%100%

NZ Motor Finance LimitedNew Zealand100%100%

2CC International LimitedNew Zealand100%100%

2 Cheap Rental Cars LimitedNew Zealand100%100%

Car Plus K.KJapan100%100%

(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.

(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.

(iii) Foreign currency non-monetary assets and liabilities

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

at the point the end customer enters into a signed

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 that the

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.

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

(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 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

consolidated 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 “Other current asset” in the consolidated 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.

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 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, all

of which have been included in these consolidated financial

statements, are as follows:

3. Significant accounting policies (continued)2. Basis of preparation (continued)

NZAI
4445

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

(d) Insurance contracts

NZ IFRS 17 Insurance contracts becomes effective for

annual reporting periods commencing on or after 1 January

2023.

NZ IFRS 17 Insurance contracts 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.

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

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.

(iii) Share-based payment arrangements

Equity Settled Transactions.

The Group has provided benefits to key management

personnel in the form of share-based payments,

whereby employees render services in exchange

for shares or rights over shares (equity settled

transactions). The cost of these equity-settled

transactions with employees is measured by reference

to the fair value benefit of the equity instruments at

the date at which they are granted. In valuing equity-

settled transactions, conditions linked to the price of

the shares of NZ Automotive Investments (NZX:NZA

- market conditions) are considered where applicable.

The cost of equity-settled transactions is recognised,

together with a corresponding increase in equity, over

the period in which the performance and/or service

conditions are fulfilled (the vesting period), ending on

the date on which the relevant employees become

fully entitled to the award (the vesting date).

(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.

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 straight-

line 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:

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

Leasehold improvements 6.7% - 20.0% SL

Furniture and fittings6.3% - 50.0% SL

Motor vehicles10.0% - 50.0% SL

Computer equipment20.0% - 100% SL

Workshop equipment10.0% - 50.0% SL

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.

(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).

NZAI
4647

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

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

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

Includes; 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

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

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.

NZAI
4849

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

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

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

• 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

Finite 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 consolidated

statement of financial position.

NZAI
5051

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

4. Revenue from contracts with customers

MAR 2022

$’000

MAR 2021

$’000

Sale of cars56,65358,105

Fair value gain/(loss) on revaluation8132

Contractual income earned on loans at fair value through profit or loss762610

Interest on bank accounts, short term deposits and investments463144

Agent commissions received

- Interest agent commissions4,1324,228

- Insurance agent commissions2,2132,147

Total revenue from contracts with customers64,23165,366

Timing of transfer of goods and services


Point of sale income64,20465,222

Over time income27144

Total Revenue64,23165,366

MAR 2022

$’000

MAR 2021

$’000

Gain/(loss) on sale of property, plant and equipment6(85)

Government grants received

1

351599

Consideration for reassignment of leases

2

1,085-

Other283245

Total sundry income

1,725759

1

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

Government.

2

The Group received consideration from an external party for the assignment of two leased properties.

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:

As at 31 March 2022Automotive

Retail

$’000

Finance

$’000

Others

Entities

$’000

Inter-entity

transactions


$’000

Total

$’000

Revenue including interest

63,3811,1852,547(2,882)64,231

Sundry Income1,6811628-1,725

Cost of sale(52,649)-(1,567)2,536(51,680)

Interest expense - finance-(90)--(90)

Operating expense(7,208)(674)(2,690)181(10,391)

Operating profit5,205437(1,682)(165)3,795

Dividend received--3,025(3,025)-

Interest expense - trading(361)(441)-203(599)

Net profit before tax4,844(4)1,343(2,987)3,196

As at 31 March 2021Automotive

Retail

$’000

Finance


$’000

Others

Entities

$’000

Inter-entity

transactions

$’000

Total

$’000

Revenue including interest

64,7091,004723(1,070)65,366

Sundry Income806-1,435(1,482)759

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

Interest expense - finance(9)(586)89494(12)

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

Operating profit5,95721(159)(32)5,787

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

Dividend received--1,064(1,064)-

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

Net profit before tax5,15621610(1,096)4,691

Operating Segments

NZAI
5253

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (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 2022NoteCarrying

Amount

$’000

Fair value

(level 3)

$’000

Assets

Cash and cash equivalents123,7903,790

Trade and other receivables154,8654,865

Loans receivable - Amortised Cost143,4563,673

Loans receivable - Fair Value through Profit or Loss143,4423,442

Total


15,55315,770

Current Liabilities

Trade and Other Payables161,8901,890

Borrowings2211,80011,800

Derivative financial liabilities18414414

Related Party Payable251010

Total


14,11414,114

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 - Amortised Cost14829876

Loans receivable - Fair Value through Profit or Loss142,9982,998

Total 14,65314,700

Current Liabilities

Trade and Other Payables162,0952 ,095

Borrowings228,4208,420

Derivative financial liabilities184343

Related Party Payable252020

Total


10,57810,578

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.

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

7. Determination of fair values

NotesMAR 2022

$’000

MAR 2021

$’000

$'000$'000

Interest expense on financial liabilities measured at amortised cost(263)(166)

Interest expense on lease liabilities17(189)(234)

Other (237)(13)

Finance Expenses(689)(413)

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:

Profit or lossOther comprehensive income

(net of tax)

Increases

$’000

Decreases

$’000

Increases

$’000

Decreases

$’000

Significant unobservable inputs

Discount rate used (+/- 5%)232(208)167(150)

Default provision used (+/- 5%)178(178)128(128)

Waiver provision rate used (+/- 5%)163(163)117(117)

Key operating expenses includes the following:

NotesMAR 2022

$’000

MAR 2021

$’000

Audit fees(87)(60)

Depreciation - property, plant and equipment27(204)(304)

Depreciation - right-of-use assets17(1,574)(1,669)

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

Wages and salaries, Including kiwisaver contributions(2,620)(2,854)

Expenses related to reassignment of leases(200)-

9. Key operating expenses

NZAI
5455

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

NumeratorMAR 2022

$'000

MAR 2021

$'000

Profit for the period2,5943,199

Denominator

Weighted average number of shares45,554,50027,731,042

EPS basic0.060.12

EPS Diluted0.060.12

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 2022

$’000

MAR 2021

$’000

Final Dividend Interim Dividend2,2961,078

Interim Dividend729-

Total

3,0251,078

11. Dividends

12. Cash and cash equivalents

Cash and cash equivalents in the 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 2022

Credit RatingInterest

31 Mar 2022

Interest

31 Mar 2021

MAR 2022

$’000

MAR 2021

$’000

Cash at bankASB Bank &

Mitsui Bank


AA- & A-1


0.11%


0.11%


3,790


8,267

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 2022

$’000

MAR 2021

$’000

Gross stock on hand13,33412,350

Inventory provision(326)(458)

Total inventories13,00811,892

NZAI
5657

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

At Amortised CostAt Fair value

through profit and loss

Total

Opening balance (1 Apr 2020)

Gross carrying value 4631,1481,611

Less: Impairment allowance (9)-(9)

Total Loans receivable 4541,1481,602

Movements during the period

Advances of loans to customers7112,7773,488

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

Movement in accrued interest86-86

Movement in Impairment Allowance(15)-(15)

Fair value gain/(loss) on revaluation-132132

Total Movements3511,8502,201

Closing balance (31 Mar 2021)

Current portion4061,2091,615

Non-current portion4231,7892,212

Less: Impairment allowance(24)-(24)

Total Loans receivable8052,9983,803

Opening balance (1 Apr 2021)

Gross carrying value8292,9983,827

Less: Impairment allowance(24)-(24)

Total Loans receivable8052,9983,803

Movements during the period

Advances of loans to customers3,6112,6776,288

Repayments of loans by customers(1,273)(2,241)(3,514)

Movement in accrued interest288-288

Movement in Impairment Allowance(49)-(49)

Fair value gain/(loss) on revaluation-88

Total Movements2,5774443,021

Gross carrying value3,4553,4426,897

Less: Impairment allowance(73)-(73)

Total Loans receivable3,3823,4426,824

Closing balance (31 March 2022)

Current portion1,3431,6843,027

Non-current portion2,1121,7583,870

Less: Impairment allowance(73)-(73)

Total Loans receivable3,3823,4426,824

14. Loans receivable

The effective interest rate on Loans receivable at Amortised cost are 9.95% - 17.95%. (2021: 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% (2021: 2%), using the expected credit loss model.

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% (2021: 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 0.05% at 31 March 2022 (31 March

2021: 0.11%). 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.


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

provision disclosed relates to loans assured at amortised cost only. Provision on loans valued at fair value are included in the fair value

gain or loss.

15. Trade and other Receivables

MAR 2022

$’000

MAR 2021

$’000

Trade receivables461215

Less: Impairment allowance(42)(17)

Net trade receivables

419198

Lease deposits and bonds320217

Financial assets At Amortised cost739415

Prepayments3,7972,069

GST receivable--

Other current assets32975

Total trade and other receivables4,8652,559

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

These financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment.

14. Loans receivable (continued)

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

The provision disclosed relates to loans assured at amortised cost only. Provision on loans valued at fair value are included in the

fair value gain or loss.

31 Mar 2022

Expected loss rate

%

Gross finance

receivable

$’000

Collective impairment

provision

$’000

Net finance

receivables

$’000

Current2%6,528(29)6,499

Past due up to 30 days2%211(8)203

Past due 30 - 60 days2%56(8)48

Past due 60 - 90 days2%71(18)53

91 days and over2%31(10)21

in default 0 % ---

6,897(73)6,824

31 Mar 2021

Current2%3,826(24)3,802

Past due up to 30 days2%1-1

Past due 30 - 60 days---

Past due 60 - 90 days---

91 days and over---

in default ---

3,827(24)3,803

MAR 2022

$’000

MAR 2021

$’000

Movement in the impairment provisions:

Specific impairment provision--

Opening balance(24)(9)

Impairment release through profit or loss(49)(11)

Amounts written off-(4)

(73)(24)

NZAI
5859

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

17. Leases

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

(i) Right of use AssetsMAR 2022

$’000

MAR 2021

$’000

Opening Balance6,2467,651

Additions and modifications4,958560

Less:


Depreciation(1,574)(1,669)

Terminations(2,574)(296)

Closing Balance7,0566,246

(ii) Lease Liabilities

Opening Balance6,6037,883

Additions and modifications4,958563

Interest189234

Gain on changes to leases(154)17

Less:


Terminations(2,574)(278)

Repayments(1,645)(1,682)

COVID Relief(45)(120)

Effects of movements in exchange rates(15)(14)

Closing Balance7,3176,603

Current portion1,4841,600

Non-current portion5,8335,003

Total lease liabilities7,3176,603

16. Trade and other payables

MAR 2022

$’000

MAR 2021

$’000

Trade payables1,3191,577

Financial liabilities At Amortised cost1,3191,577

Contract liabilities207228

GST payable

-(153)

Other payables

364443

Total trade and other payables

1,8902 ,095

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

MAR 2022

$’000

MAR 2021

$’000

Liability for annual leave730613

Wages payables203258

Total933871

19. Employee benefit liabilities

17. Leases (continued)

(ii) Balance sheet and cash flow statement

MAR 2022

$’000

MAR 2021

$’000

Carrying amount of RoU asset (by asset class)

• Premises7,0566,246

• Equipment--

Total cash outflow related to leases (principal repayments)(1,645)(1,682)

Total cash outflow related to leases (interest)(189)(234)

(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 $16,510 (2021: $8,453) cash outflow compared to the

current period’s cash outflow. (2021: 1%)

(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 2022, there is no 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:

(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 leases 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 $414k as at 31 March 2022 (31 March 2021: Foreign exchange gain of $43k).

NZAI
6061

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

(c) Deferred tax

Income tax recognised in profit or loss

MAR 2022

$’000

MAR 2021

$’000

Balance at the beginning of the period477428

Current period movement(44)49

Deferred tax asset433477

Made up of:

Deferred tax asset2,3992,230

Deferred tax liability(1,966)(1,753)

Net balance as per above433477

Deferred tax assets are attributable to the following:

Inventory provision91127

Employee benefits179160

Bad debt3213

Others712

Contract liabilities5164

Lease liabilities2,0391,854

Right-of-use asset(1,966)(1,753)

Total433477

Income tax recognised in profit or lossMAR 2022

$’000

MAR 2021

$’000

Current tax5581,541

Deferred tax44(49)

Total income tax expense6021,492

Income tax recognised in profit or loss

MAR 2022

$’000

MAR 2021

$’000

Profit before income tax expense3,1964,691

Tax expense at the domestic tax rate (28%)8951,313

Permanent differences(278)284

Timing differences(43)49

Intergroup eliminations21(168)

Effects of tax rate in foreign jurisdictions714

Income tax expense6021,492

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 Shares

MAR 2022MAR 2021

Opening balance


45,554,50015,000,000

Shares issued capital raise-3,509,500

Shares issued staff incentives-45,000

Shares issued buy back of non controlling interest-413,358

Shares issued conversion shareholder loans to shares-14,012,144

Share split-12,574,498

Total issued and authorised capital45,554,50045,554,500

Dollar value of Ordinary Shares

MAR 2022

$’000

MAR 2021

$’000

Opening balance

39,344

15,442

Shares issued capital raise-3,510

Cost of capital raise-(243)

Share Option Scheme21-

Shares issued staff incentives-45

Shares issued buy back of non controlling interest-590

Shares issued conversion shareholder loans to shares-20,000

Share split--

Total issued and authorised capital39,36539,344

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 2022

$’000

MAR 2021

$’000

Motor Vehicle Finance Credit Facility3,800420

Retail Trade Finance Facility8,0008,000

Total Trade finance facility11,8008 ,420

22. Borrowings

The loan facilities are up for review and expire on 31 December 2022.

All covenants on facilities were met throughout the year.

MAR 2022

$’000

MAR 2021

$’000

Imputation credits at 1 April(3,461)(2,091)

New Zealand Tax payments, net of refunds(1,310)(1,788)

Imputation credits attached to dividends received-(559)

Imputation credits attached to dividends paid1,176977

(3,595)(3,461)

21. Imputation Credits

The imputation credits are available to shareholders of the group:

- Through the Company

- Through subsidiaries

NZAI
6263

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

MAR 2022

$’000

MAR 2021

$’000

Short-term employee benefits1,4961 ,076

Defined contribution plans4530

Total key management personnel remuneration1,5411,021

Tranche Average

ESOP Value

Grant DateNumber of

Instruments

Vesting DateContractual life

Tranche 10.311 Oct 2021175,00030 Sept 20243 years

Tranche 20.131 Oct 2021150,00030 Sept 20243 years

Tranche 30.621 Oct 202194,23030 Sept 20243 years

419,230

25. Related parties

Identity of related parties

The group 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.

24. Share-based payment arrangements Refer accounting Policy in Note 3 (f)

On 1 October 2021 the group established a share option programme that entitles key management personnel to purchase shares

in the group. Under this programme holders of vested options are entitled to purchase shares at a pre-determined rate at the

grant date. The programme is limited to select key management personnel approved by the Board.

This Programme is active as at 31 March 2022.

The Vesting Conditions are linked to Profitability, Share price and Liquidity in publicly traded shares of NZ Automotive investments.

Each option entitles the holder to subscribe for one ordinary share in the group, for nil consideration, in the event that certain

performance hurdles are met and they remain employed by the Company at the end of the performance period


The Fair Value of the options was determined using a Monte Carlo option pricing model.

The significant inputs in the model were share price at grant date of $0.83, Annual Volatility of 41.6% and an annual Risk free rate of

1.52%.

26 Financial instruments - risk management

The Board has overall responsibility for the determination of the Group’s risk management objectives 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 2022Credit rating *Cash and cash

equivalents

$’000

Investments

$’000

Total

$’000

ASB BankAA-3,705-3,705

Mitsui BankA-185-85

8,267-8,267

31 March 2021

Credit rating *Cash and cash

equivalents


$'000

Investments


$'000

Total


$'000

ASB BankAA-7,959-7,959

Mitsui BankA-1308-308

8,267-8,267

* Standard & Poor’s

Interest rates on interest bearing cash and cash equivalents and investments range between 0.11% - 0.86% (2021: 0.11% - 0.20%).

Transactions for the periodBalance outstanding at balance date

MAR 2022MAR 2021 MAR 2022MAR 2021

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

Eugene Williams1010-10

Yusuke Sena-101010

10201020

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

Transactions with related parties

NZAI
6465

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

27. Property, plant and equipment

Cost

Leasehold

improvements

$’000

Motor

vehicles

$’000

Furniture and

fittings

$’000

Computer

equipment

$’000

Workshop

equipment

$’000

Total

$’000

Balance at 1 April 2021706349602519622,238

Additions213255706850656

Disposals(408)(11)(28)(9)-(456)

Balance at 31 March 20225115936445781122,438

Accumulated depreciation

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

Depreciation(42)(66)(35)(51)(10)(204)

Disposals1394114-158

Effect of exchange rate-5---5

Balance at 31 March 2022(115)(238)(297)(429)(24)(1,103)

Net book value

At 31 March 2022

396355347149881,335

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

31 March 2022 (March 2021: Nil).

Depreciation Methodology

As per Note 2(f) the group has changed its method for recognising depreciation from Diminishing value to Straight line.

This has had the following impact on the depreciation expense both in the current financial period and future periods:

Balance at 1 April 2020724319655497492,244

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

As at 31 March 2021

494168329137481,176

As at 31 March 2022Up 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 payables1,80926487-1 ,890

Borrowings11,800----11,800

Lease liabilities3801,1041,4092,6201,8047,317

Total13,9891,1301,4572,6271,80421,007

As at 31 March 2021

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

Borrowings8,000420---8,420

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

Total10,4111,7031,3623,642-17,118

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

(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.

Financial year ending:Increase / (Decrease) in Depreciation expense

31 Mar 2022

(74,721)

31 Mar 2023(17,640)

31 Mar 202418,540

(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 exchange

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% - 3.75% (2021: 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 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

26 Financial instruments - risk management (continued)

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 $6.3m at the end

of the reporting period (2021: $6.4m).

The net foreign exchange loss recognised for the year was

$0.79m (2021: $0.97m loss).

(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:

NZAI
6667

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

2022 Statement

of Corporate Governance

29. 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 $1,643,000 (March 2021: $541,145).

30. Subsequent events

No significant events have occurred subsequent to balance date.

(2021: None)

28. Notes supporting statement of cash flows

Reconciliation of the net cash flow from operating activities to profit

MAR 2022

$’000

MAR 2021

$’000

Net Profit for the year2,5943,199

Non-cash / Non-operating items:

Depreciation of property, plant and equipment1,7791,973

Amortisation of intangible fixed assets- -

Loss/(gain) on sale of property, plant and equipment(6)85

Foreign exchange(90)(235)

Income tax expense6021,492

Finance expense277235

Impairment of related parties-47


2,5623,597

Movements in working capital:


(Increase)/decrease in trade and other receivables(3,669)(2,181)

Increase/(decrease) in trade and other payables(1,298)(413)

(Increase)/decrease in Inventory(1,116)3,355


(6,083)761

Cash generated from operations

(927)7,557

Income taxes paid(1,570)(1,638)

Net cash flows from operating activities(2,497)5,919

Notes to and forming part of the Consolidated Financial Statements

For the Year Ended 31 March 2022 (continued)

NZAI
6869

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

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 FY22 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.

The CCEB establishes a framework that allows for ‘whistle

blower’ protection where any Company personnel report a

breach or suspected breach of any law, regulation, Company

policy or other serious wrongdoing.


The Company’s Financial Products Dealing Policy, along with

the Financial Markets Conduct Act 2013, 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 five Directors, two of whom are

Independent Directors - Charles Bolt and Tim Cook.

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 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.

Since 8 April 2022 less than 50% of the Board has been

comprised of Independent Directors. Prior to 8 April 2022 half

of the Board were Independent Directors. Accordingly, the

Company does not comply with Recommendation 2.8 of the

Code, which recommends that a majority of the Board should

be Independent Directors. Consequently the Independent

Directors Charles Bolt and Tim Cook have put in place

additional governance, review and reporting processes to

ensure that decisions of the Board are fully informed and

reflect the best interests of the Company and its shareholders

generally.

The Board expects that this will be a temporary situation,

brought about by the departure of two Independent Directors

in April 2022. The Board plans to appoint at least one further

Independent Director in the coming months.

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 pages

80-81 of the Company’s 2022 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

expected to be cognisant of the 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, judgment 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. Board members enter into written agreements with

the Company, outlining the terms of their appointment.

The Interim Chair of the Company, Charles Bolt, is an

Independent Director. Charles Bolt was appointed Interim Chair

in April after the resignation of two Independent Directors,

including the then Chair, Karl Smith. Due to other commitments,

Charles has indicated that he does not anticipate this being

a long term appointment. The Chair role will be reviewed in

the coming months as a broader review of the Board and the

appointment of any further Independent Directors.

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 with Vero Liability Insurance Limited. 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.

In accordance with its 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.

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;

• Creating a supportive working environment;

• People development; and

• Recognition and reward based on merit.

The Board has set diversity objectives in accordance with the

Diversity and Inclusion Policy, however they are not currently

being measured (as recommended under Recommendation

2.5 of the 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.

The Board considers that while the Company has performed

in accordance with its Diversity and Inclusion Policy, this is a

matter that should attract greater focus in the next financial

year.

As at 31 March 2022, females represented 22.2% of Directors

and Officers of the Company (an Officer is a person who is

concerned or takes part in the management of the Company’s

business and reports directly to the Board or the CEO).

statement of corporate governance

This Statement of Corporate Governance is correct as of 31 May 2022 and was approved by the Board on 27 June 2022

As At 31 March 2022:MaleFemale

Directors42

Officers3-

As At 31 March 2021:MaleFemale

Directors42

Officers3-

NZAI
7071

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

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.

Minutes of each Committee meeting are available to all members of the Board, who are all entitled to attend any Committee meeting.

Each Committee is empowered to seek any information it requires from the Company’s 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 May 2022 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. However the Chair of the

Committee is not an Independent Director. Recommendation 3.1 of the Code recommends that the Audit, Finance & Risk Management

Committee should be chaired by an Independent Director. The Board has considered the skills and experience of the Board and has

determined that despite not being considered an Independent Director, Tracy Rowsell is the most appropriately qualified 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 Board considers that Tracy brings an impartial

approach to her role as Committee Chair.

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

audit and risk management processes and is available on the Company’s 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 FY22 was:

AttendeeBoardAudit, Finance and Risk

Management Committee

Remuneration

Committee

Continuous Disclosure

Committee

Karl Smith126413

Eugene Williams12-4-

David Sena12--12

Tracy Rowsell126-13

Charles Bolt12-413

Michele Kernahan1164-

Total Meetings Held126413

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)

Charles Bolt

Tim Cook

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 Company-wide salary and incentive policies.

Tim Cook (Chair)

Charles Bolt

David Sena

statement of corporate governance (continued)

In April 2022 the Board resolved to disband the Continuous Disclosure Committee. This was due to the reality that the Board as a

whole had found itself engaged in disclosure matters over the first year of listing. The Board felt the separate committee structure was

therefore not adding enough to the governance of the Company to justify the additional cost and administration involved.

NZAI
7273

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

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 2022, 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 FY22 financial statements.

The Board has given due consideration to the importance of

non-financial disclosure and recognises the importance of

non-financial disclosure including environmental, economic

and social and Government (ESG) considerations. However

given the size of the Company it has elected to not yet

implement a formal ESG policy or provide the level of reporting

on environmental, economic and social stability factors and

processes to the level recommended in principal 4.3 of the

Code. The Company’s Annual Report does discuss the role the

Company is playing with respect to the implementation of lower

emission vehicles in the ‘FY22 in Review’ section and in the

commentary provided on page 76 of it’s Annual Report.

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 senior

management is geared towards a fixed basis remuneration

with a short term incentive scheme in place for select senior

management. No equity-based incentive scheme is yet in place

other than for the CEO.

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.

Remuneration of the Non-Executive Directors is determined

by the Board, on the recommendation of the Remuneration

Committee.

There is no requirement for the Directors to hold shares.

Details of Director and Executive remuneration (including

remuneration arrangements for the CEO) in FY22 are provided

on pages 82-83 of the Company’s 2022 Annual Report.

PRINCIPLE 6: RISK MANAGEMENT

The Board has overall responsibility for the Company’s system

of risk management and internal controls 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 Company’s performance against budget

and other objectives.

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 a 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 finance book

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.

These funding partners currently pay 2CC

commissions for 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 their finance operations will be

supported in the interim and will benefit from any

growth in the Automotive Retail business. As NZMF has

built its own finance book, it has scaled up resources,

whilst outsourcing arrears management and other

core processes. This has helped enable the Company

to capture sales opportunities resulting from gaps in

finance partner offerings.

The finance sector is competitive with a wide range

of providers, and even if origination volumes are

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 sizeable cornerstone equity

stake in the business with selling restrictions in place,

incentivising them to prioritise its financial performance

over the medium to longer term.

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 Company’s risk management

framework (including the maintenance of the risk register)

and policies.

• 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 Group’s

performance, how these main risks are being

managed under the 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 on 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:

statement of corporate governance (continued)

NZAI
7475

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

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

NZMF’s vehicle finance loan book exposes 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 has professional back

end or collection and recovery systems in place using

qualified and approved third party collection houses and

agents. This allows 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.

This was achieved with no major incidents during the FY22

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 2022, 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. Grant Thornton did not provide any non audit

services to the Company or its subsidiaries during FY22.

The fees paid for audit services in FY22 is identified on page 53

of the Company’s 2022 Annual Report. The external auditors will

attend the 2022 Annual Shareholders’ Meeting.

Given the size of the Company, it 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 and to the NZX 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.


statement of corporate governance (continued)

NZAI
7677

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Environmental, social and governance considerations

Statutory Disclosures

Environmental

The Company is committed to being more sustainable and

to developing practices that minimise its impact on the

environment. The Company has implemented several initiatives

to begin reducing the Company’s carbon footprint and is

contributing to the overall New Zealand reduction in carbon

emissions through its strategy to sell a higher proportion of

lower emission vehicles to consumers.

The vehicle processing Hub has been set-up with LED light

bulbs throughout the warehouse to light the building more

efficiently. The Company has installed lighting with day/night

sensors to consume less power.

The business collects oil extracted during the vehicle service

process which then is provided to an external Company which

recycles the used oil in an environmentally friendly method. Old

vehicle batteries are also recycled.

We plan to investigate initiatives to further reduce the carbon

footprint of the operation, such as water recycling and the

installation of solar panels.

NZAI is committed to the Government’s clean car initiatives and

has a strategy to increase the sourcing of low emission vehicles

such as Hybrids and Electric vehicles.

Social

Staff welfare is important. The Company provides employees

with a safe environment and flexible working conditions such as

hybrid work from home polices for office staff and flexible shift

working hours for production staff.

The Company has a diverse employee base, with people from a

range of different cultures and backgrounds and is committed

to providing equal opportunities to all staff. The business runs

conferences and team building events with staff and suppliers to

enhance employee engagement and relationships.

Our purpose is help Kiwis afford great cars. This means sourcing

a wide range of quality cars through the Group’s vertically

integrated business and selling them to Kiwi’s for the best value

possible.

The Finance business NZMF is signed up to the FMA responsible

lending code. The business assesses the needs and means of

each individual customer and tailors the appropriate financial

products on offer to suit their needs.

NZAI
7879

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Statutory Disclosures

Top 20 Shareholders

The names and holdings of the twenty largest of the registered shareholders in the Company as at 30 April 2022 were:


NameNumber of shares held% of issued capital

1YUSUKE SENA & TLR (SENA) TRUSTEE SERVICE NO 2 LIMITED 20,906,993 45.9%

2EUGENE WILLIAMS & TLR WILLIAMS TRUSTEE COMPANY LIMITED 15,703,990 34.5%

3CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD 1,017,491 2.2%

4 DOUGLAS CULMER HURST 1,000,000 2.2%

5ACCIDENT COMPENSATION CORPORATION - NZCSD 537,500 1.2%

6NICOLAS CARL PURCELL 500,000 1.1%

7LEVERAGED EQUITIES FINANCE LIMITED 468,249 1.0%

8 FORSYTH BARR CUSTODIANS LIMITED 389,384 0.9%

9FORSYTH BARR CUSTODIANS LIMITED 278,000 0.6%

10HUMI SENA 250,000 0.5%

10IAN ARCHIBALD HURST & GLORIA FAYE HURST 250,000 0.5%

12ACE FINANCE LIMITED 240,000 0.5%

13JONATHAN MICHAEL ALAN PURDEY & MARTIN JAMES BLOCKLEY &

WITHERS TSANG AND CO TRUSTEES LIMITED

170,000 0.4%

14 NICHOLAS DAVID SANDLANT 150,000 0.3%

15NATIONAL NOMINEES LIMITED - NZCSD 111,452 0.2%

16DESMOND ANTHONY PENDER & KATHLEEN MARIE PENDER 100,000 0.2%

16GREG ANTONY ANDERSON & NICOLA MARIE ANDERSON 100,000 0.2%

16PHILIP BOWMAN 100,000 0.2%

16SIMON WILLIAM PERVAN & JANE PERVAN 100,000 0.2%

16XU XIAO 100,000 0.2%

Total top 20 Holders 42,473,059 93.2%

Remaining Holders

3,081,441 6.8%

Total Shares on Issue 45,554,500 100%

Forsyth Barr Custodians holds 1,063,490 shares on behalf of Eugene Williams. For the purposes of this disclosure these shares have

been included in the holdings of Eugene Williams and TLR Williams Trustee Company Limited set out in the table above. New Zealand

Central Depository Limiteds’ holding of 1,515,421 shares has been excluded from the above list in accordance with NZX listing rule

3.7.1 (c).

Substantial Product Holders

The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct Act 2013.

The table below sets out the names of the persons who as at 31 March 2022 were registered as substantial product holders in the

Company. The total number of voting securities (fully paid ordinary shares) of the Company as at 31 March 2022 was 45,554,500.

Spread of NZAI Security Holders

As at 30 April 2022 the spread of shareholders was as set out below:

Size of ShareholdingNumber of holdersTotal Shares held% of Holders% of Shares

1 to 100022 16,223 14%<1%

1001 to 500047 150,917 30%<1%

5001 to 10,00027 240,411 17%1%

10,001 to 100,00043 1,658,469 28%4%

100,001 and over16 43,488,480 10%95%

Totals155 45,554,500 100%100%

DirectorNumber of shares

Yusuke Sena 20,906,993 *

Eugene Williams 15,703,990 *

36,610,983*

Substantial product holderNumber of ordinary shares in which relevant interest is held

Yusuke Sena 20,906,993

Eugene Williams 15,703,990

NZ Automotive Investments Limited*29,451,000

Directors’ shareholding interests

As at 31 March 2022 the Directors of the Company had the following relevant interests in the Company’s shares:

On 9 June 2021 NZAI filed a substantial product holder notice disclosing that it has a relevant interest in 29,281,000 shares registered

in the names of interests associated with Yusake Sena and Eugene Williams and in respect of 170,000 shares registered in the name of

interests associated with Martin Blockley, an employee of NZAI.

NZAI
8081

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Statutory Disclosures (continued)

* 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 TLR Williams Trustee Company Limited and TLR (Sena)

Trustee Service No.2 Limited. As a result, Tracy Rowsell has a relevant interest in TLR Williams Trustee Company Limited’s and TLR

(Sena) Trustee Service No.2’s jointly held NZAI Shares (36,610,983 Shares or 80.4%)


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 TLR (Sena) Trustee Service No.2 limited, and the David Sena and TLR (Sena) Trustee Service

No.2 Limited as Trustees of the Sena Family Trust have a relevant interest in 55% (8,637,195 Shares) of the shares held by the Eugene

Williams and TLR Williams Trustee Company Limited.

Escrow Arrangements

As at 30 April 2022 Yusuke Sena and Eugene Williams held a total of 18,823,500 shares in escrow (9,411,750 each), representing 45% of

their respective initial shareholding. The remaining shares are to be released from escrow on 31 March 2023.


Disclosures of Directors’ interests

The Company maintains an interests register in accordance with the Companies Act 1993 in which Directors interests are recorded.

The following are particulars of general disclosures of interest by Directors holding office as at 31 March 2022 under section 140 (2) of

the Companies Act 1993. The Director will be regarded as interested in any and all transactions between the Company or and any of its

subsidiaries with the disclosed entity. Particulars of entries made during the year are noted in brackets for the purposes of section 211(1)

(e) of the Companies Act 1993. In addition to the information set out below, the following other interests were disclosed in the Company’s

interest register: the authorisation of Directors’ remuneration; and the entry into the Directors and officers liability insurance policies.

Director / EntityRelationshipNotes

Charles Bolt

Whanganui College Board of TrusteesTrustee

Whanganui Collegiate School Museum TrustTrustee

(Setek Limited)(Shareholder)

Eugene Williams

NZ Motor Finance LimitedDirector

2 Cheap Rental Cars Limited Director

2 Cheap Cars LimitedDirector

2CC International LimitedDirector

Vista View Developments LimitedDirector/Shareholder

Yusuke Sena

NZ Motor Finance LimitedDirector

2 Cheap Rental Cars Limited Director

2 Cheap Cars LimitedDirector

2CC International LimitedDirector

Car Plus KKDirector

Lan LimitedBeneficiary

Tracy Rowsell

BDO Auckland PartnerProvides services to NZAI

BDO Auckland LimitedDirectorCorporate Trustee Company

A Horrocks Trustee Company Limited DirectorCorporate Trustee Company

(ADW Fraser Trustee Co Limited)(Director)Corporate Trustee Company

(ADW Grove Trustee Limited)(Director)Corporate Trustee Company

ADW Nakedbus Trustee LimitedDirectorCorporate Trustee Company

(ADW Trustee Coy No.1 Limited)(Director)Corporate Trustee Company

(Foxy Enterprises Limited)(Director)Corporate Trustee Company

NEBL Trustee Limited DirectorCorporate Trustee Company

R Bradshaw Trustee Company LimitedDirectorCorporate Trustee Company

RJ Horrocks Trustee Company LimitedDirectorCorporate 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 Thirty-One Trustee Company LimitedDirectorCorporate Trustee Company

(TLR Trinity Trustee Company Limited)(Director)Corporate 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

(TLR Janie Trustee Company Limited)(Director)Corporate Trustee Company

(TLR Maxwell Trustee Company Limited)(Director)Corporate Trustee Company

(TLR Farquharson Estate Trustee Company Limited)(Director)Corporate Trustee Company

(TR Robertson Trustee Company Limited)(Director)Corporate Trustee Company

Michele Kernahan

Timmich Trustees Limited

Shareholder/Director


Timmich LimitedDirector

Glenveagh LimitedDirector/Shareholder

Karl Smith

H4G Group Limited (T/A VetNZ)Director

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

FortHill Property LimitedDirector

Trilogy Property Partners LimitedDirector

Atlantic Marriner LimitedDirector

Trilogy TrustTrustee

The Voyager TrustTrustee

Registered holderDate of DisposalConsideration per share (NZD)Number of shares

Eugene Williams & TLR Williams Trustee

Company Limited

01 June 20221.14 7,715

02 June 20221.11 6,489

03 June 20221.1 23,429

04 June 20221.1 2,367

06 July 20221.1 25,083

17 September 20220.93 4,233,230

10 February 20220.9 704,691

11 February 20220.93 200,000

5,203,004

Share dealings of Directors during the financial period.

Directors disclosed under section 148(2) of the Companies Act 1993 the following acquisitions or disposals of relevant interests in the

Company’s shares during FY22 and details of share transactions were entered in the Company’s interests register.

NZAI
8283

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Directors’ remuneration

The total pool of Directors fees available to Non-Executive Directors for the year ended 31 March 2022 was $650,000, which was

approved by shareholders prior to listing on the NZX. Of this, $377,600 was paid to Non-Executive Directors in FY22. The table below

sets out the total of the remuneration and the value of other benefits received by each Director during the year.

CEO Remuneration


The CEO’s remuneration as at 31 March 2022 consisted of a base salary, a Short Term Incentive (STI) and Long Term Incentive (LTI).

The CEO’s remuneration is reviewed annually by the Remuneration Committee and approved by the Board.


David Page’s remuneration during the FY22 year was a mix of base salary, allowances and short and long term incentives. The base

salary was $350,000. Other benefits amounted to $35,000 comprising of a vehicle allowance and healthcare insurance. During the year

David received a short term incentive payment on a pro rata basis in respect of FY21. This amounted to 100% of his potential short term

incentive for FY21. The target for payment of this incentive was associated with successfully listing of the Company on the NZX.


In respect of David Page’s FY22 short term incentive, his total potential short term incentive plan payment was 30% of base salary, or

$105,000. The targets that needed to be met to achieve this incentive were:

- Financial metric (80% weighting) - achievement of net profit after tax target.

- Non financial metrics (20% weighting) - development of group strategic plan and successful relocation of the Hub.


Long Term Incentive Plan

In October 2021 the Company implemented a long term incentive plan for the CEO, David Page with the objective of providing a reward

for long term performance and to align his interests with those of the Company’s shareholders.


Under the terms of the plan, David was issued with 419,230 options for no monetary consideration. Each option entitles him to

subscribe for one ordinary share in the Company, for nil consideration, in the event that certain performance hurdles are met and he

remains employed by the Company at the end of the performance period.


There are three tranches of options:

- Tranche A – 175,000 options

- Tranche B – 150,000 options

- Tranche C – 94,230 options.


The performance period for all of the tranches is the three-year period from 1 October 2021 to 30 September 2024

Board Remuneration per annum

Board Chair$150,000

Non-Executive Director$60,000

Board Committee Chair$12,000

Board Committee Member$6,000

FY22FY21

Remuneration RangeNumber Of EmployeesNumber Of Employees

100,000 to 109,99925

110,000 to 119,99930

120,000 to 129,99913

130,000 to 139,99921

140,000 to 149,99910

150,000 to 159,99910

160,000 to 169,99901

200,000 to 209,99901

210,000 to 219,99910

250,000 to 260,00010

430,000 to 440,00010

1311

Employee Remuneration

The following table shows the number of current and former employees of the Company (not being Directors the Company) who

received remuneration and other benefits in their capacity as employees during FY22 the value of which exceeded $100,000.

The remuneration amounts include all monetary amounts and benefits actually paid during the year, including the face value of any long

term incentives vested during the year (which for FY22 was nil).



Tracy Rowsell is a Partner in the advisory firm BDO. During FY22 BDO received $112,415 in fees for consultancy services provided to

the Company.

Directors’ 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.

DirectorDirector’s feesSalaryOther BenefitsSubtotal

Karl Smith 147,500 147,500

Yusuke Sena 295,385 19,485 314,870

Eugene Williams 296,538 69,776 366,314

Charles Bolt 76,700 76,700

Tracy Rowsell 76,700 76,700

Michele Kernahan 76,700 76,700

Total 377,600 591,923 89,261 1,058,784

Board Remuneration in FY22:


Statutory Disclosures (continued)

NZAI
8485

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

SubsidiaryJurisdictionDirectors

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

Humi Sena

2 Cheap Rental Cars Limited

(Ceased Trading)

New ZealandYusuke Sena

Eugene Williams

Other Information

Directors

As at 31 March 2022 the Company’s Board comprised the following Directors: Karl Smith, Michele Kernahan, Charles Bolt, Tracy

Rowsell, David Sena and Eugene Williams. Michelle Kernahan resigned from the Board on 8 April 2022. Karl Smith resigned from

the Board on 22 April 2022. As at 31 March 2022 Karl Smith, Michelle Kernahan and Charles Bolt were considered by the Board to

be Independent Directors. The factors relevant to the determination of independence are set out on page 68 of the Company’s 2022

Annual Report.

NZX Waivers

No waivers were granted by NZX or relied on by the Company during FY22.


Exercise Of NZX Disciplinary Powers

The NZX did not take any disciplinary action against the Company during FY22. 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

During the financial year the group donated $200.24 to the Movember Foundation in support of it’s campaign to raise awareness of

mens health.


Credit Rating

NZAI does not have a credit rating.


Auditor Remuneration

Grant Thornton has continued to act as the auditor of the Company. During the year ended 31 March 2022 the amount paid by the

Company to Grant Thornton as audit fees was $87,000. Grant Thornton was not paid any amounts during FY22 other than these audit

related fees.



Performance hurdles


Tranche A – 175,000 options

Vesting of the 175,000 Tranche A options is related to the Company’s share price in the ten trading days prior to 30 September 2024

(‘VWAP’). If the VWAP is $2.00 or higher, then all of the options will vest. If the VWAP is less than $0.9338, none of these options will

vest. If the VWAP is between $0.9338 and $2.00, the options will vest on a linear, pro rata basis.

Tranche B – 150,000 options

Vesting of the 150,000 Tranche B options is dependent on the VWAP being $2.25 or higher, in which case all of the Tranche B options

will vest. None of the Tranche B options will vest if the VWAP is less than $2.25.

Tranche C

Vesting of the 94,230 Tranche C options depends upon the Company generating sufficient liquidity in the shareholder base by 30

September 2024. If at 30 September 2024 the Company has 100 or more non-affiliated shareholders holding:

(a) 30 per cent or more of the Company’s shares, then all of the Tranche C options will vest;

(b) Between 20 per cent and 30 per cent of the Company’s shares then the Tranche C options will vest on a linear pro rata basis.


If at 30 September 2024 the Company has less than 100 non-affiliated shareholders or less than 20 per cent of the Company’s shares

are held by non-affiliated shareholders, then none of the Tranche C options will vest.

The options will not vest where the performance hurdles are not satisfied (but subject to a Board discretion to determine that options

nonetheless vest in order to give effect to the intent and purpose of the Plan). The options will lapse where David leaves the Company’s

employment before 30 September 2024 (subject to certain limited exceptions).

Subsidiaries of NZAI

The following persons listed below held office as Directors of the Company’s six subsidiaries as at 31 March 2022

Statutory Disclosures (continued)

NZAI
8687

ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

Registered Office

BDO Auckland

Level 4, 4 Graham Street

Auckland, 1010, New Zealand

Head Office

102 Mays Road

Onehunga

Auckland 1061


Bankers

ASB Bank

Auckland

Solicitors

Lowndes Jordan

Auckland

Auditors

Grant Thornton New Zealand Audit Limited

Auckland

Share Register

Computershare

Auckland

CoRporate Directory

Helping

Kiwis Afford

Great Cars

88
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022

New Zealand Automotive Investments Limited

102 Mays Road

Onehunga

Auckland 1061

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.